UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549

 

FORM 10-K/A10-K

 

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

 

x

ANNUALFor the fiscal year endedSeptember 30, 2019

or 

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

For the transition period from _______to _________

Commission File Number:000-56020

RAYONT INC.
(Exact Name of Registrant as Specified in Its Charter)

Nevada27-5159463
(State or Other Jurisdiction of
Incorporation or Organization)

(IRS Employer

Identification No.)

For the fiscal year ended September 30, 2016

OR

¨

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

 

14, jalan Penguasa B U1/53B Temasya Glenmarie

Shah Alam, Selaqngor, Malaysia

For the transition period from _________ to _________

40150
(Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: +60(3) 5569 0638

 

SEC File No. 333-179082Velt International Group Inc.

(Former name, former address and telephone number, if changed since last report) 

 

A & C United Agriculture Developing Inc.Title of each class

Trading Symbol(s)Name of each exchange on which registered

(Exact name of registrant as specified in its charter)

Common stock, par value $0.001 par value
RAYTOTC Markets Group

 

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:NoneCommon Stock, par value $0.001

(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☒No

 

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 Noo

 

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 Noo

 

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 Noo

 

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'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A10-K or any amendment to this Form 10-K /A. o10-K. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting Company.company, or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated filer"” “accelerated filer,” “smaller reporting company,” and "smaller reporting Company"“emerging growth 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

company

x

(Do not check if a smaller reporting Company)

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell Companycompany (as defined in Rule 12b-2 of the Act.)Exchange Act). ☐ Yes  o Nox

 

State theThe aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference toof the price at which the common equity was last sold, or the average bid and asked priceissuer as of such common equity, as ofMarch 29, 2019 the last business day of the registrant'sCompany’s most recently completed second fiscal quarter: The Registrant's common stock trade pricequarter was $5,536,109 based on The Registrant's common stock trade price on December 1, 2016 was $.11. Based upon thatthe closing price of $.11$0.29 per share, and 7,496,495 shares held by non-affiliates, this amount is $824,614.45.as reported on the over-the-counter bulletin board.

 

We have 37,731,495There were 12,907,532 shares of common stockissuer’s Common Stock outstanding as of December 1, 2016.March 16, 2020.

 

TABLE OF CONTENTS

Page

PART I 
 
Item 1.Business1
Item 1A.Risk Factors2
Item 1B.Unresolved Staff Comments2
Item 2.Properties2
Item 3.Legal Proceedings2
Item 4.(Removed and Reserved)2
 

TABLE OF CONTENTS

PART I

PART II

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 Registrant’s Common Equity andEquity; Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities

9

3
Item 6.Selected Financial Data

4

Item 6.

Selected Consolidated Financial Data

9

Item 7.

Management'sManagement’s Discussion and Analysis of Financial Condition and Results of OperationOperations

10

5

Item 7A.

Quantitative and Qualitative Disclosures Aboutabout Market Risk

12

7
Item 8.Financial Statements and Supplementary Data

F-1

Item 8.

Financial Statements

F-1

Item 9.

Changes Inin and Disagreements Withwith Accountants on Accounting and Financial Disclosures

13

8

Item 9A.

Controls and Procedures

13

8

Item 9B.

Other Information

14

9

PART III
Item 10.

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

15

10

Item 11.

Executive Compensation

18

10

Item 12.

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

18

11

Item 13.

Certain Relationships and Related Transactions, and Director Independence

19

12

Item 14.

Principal Accountant Fees and Services

20

13

Item 15.

Exhibits

20

 
2
PART IV
 
Item 15.Exhibits, Financial Statement Schedules14
SIGNATURES15

i

  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

 

This Annual Report on Form 10-K/A10-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"“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/A10-K and those reports, statements, information and announcements address activities, events or developments that A & C United Agriculture Developing,Rayont Inc. (hereinafter referred to as "we," "us," "our," "our Company"“we,” “us,” “our,” “our Company” or "A&C"“Rayont”) 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“may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result," "expect," "will” “expect,” “will continue," "anticipate," "seek," "estimate," "intend," "plan," "projection," "would"” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and "outlook,"“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'smanagement’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 isare 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
Table of Contents

ii

PART I

 

PART IITEM 1.BUSINESS.

 

Item 1. Description of BusinessHistory and Overview

 

Overview

A & C United Agriculture DevelopingRayont Inc., (formerly known as Velt International Group Inc. (“Rayont” or the "Company," is a“Company”) was incorporated in Nevada corporation formed on February 7, 2011. Our current principal executive office is located at Oak Brook Pointe, Suite 500, 700 Commerce Drive, Oak Brook IL 60523.14, Jalan Penguasa B U1/53B, Temasya Glenmarie, Shah Alam, Selangor, Malaysia 40150. Tel: 630-288-2500.+60(3) 5569 0638.

 

On March 13, 2017, Yidan (Andy) Liu and Jun (Charlie) Huang, the principal stockholders of the Company (“Sellers”), entered into a Stock Purchase Agreement (the “Agreement”) with Chin Kha Foo, the assignee of Choa-Jung Lee, and his assigns (the “Buyers”), pursuant to which, among other things, Sellers agreed to sell to the Buyers, and the Buyers agreed to purchase from Sellers, a total of 24,000,000 shares of Common Stock of the Company of record and beneficially by Sellers (the “Purchased Shares”). The Purchased Shares represented approximately 64% of the Company’s issued and outstanding shares of Common Stock, resulting in a change of the control of the Company.

The Board of the Directors approved the reverse split of the Company’s issued and outstanding common stock whereby each twenty shares of common stock was converted into one share of common stock. The stock split became effective with the Financial Industry Regulatory Authority (“FINRA”) on May 21, 2018. 

On November 19, 2018, the Company’s principal shareholder, Mr. Chin Kha Foo (“Mr. Foo”), entered into a Stock Purchase Agreement (the “SPA”) to transfer 60% of the Company’s issued and outstanding shares to Rural Asset Management Services, Inc., a Malaysian company (“RAM”). On December 14, 2018, RAM became the principal shareholder of the Company andMr. Ali Kasa was appointed to be the Company’s President, CEO, CFO, and Secretary of the Company due to the change in control of the Company.RAM is an equity investment company with portfolio of interest in biotechnology, healthcare, cancer treatment research and technology, ICT and Crypto Currency. RAM has invested in companies located in Malaysia, Australia and the USA.

On January 22, 2019, the Company entered into an Acquisition Agreement with THF Holdings Pty Ltd., an Australian corporation (“THF”) and Rural, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of THF in exchange for 4,000,000 shares of Company’s common stock, valued on January 22, 2019 at $1,000,000. THF is an Australian Cancer treatment and medical device company. Rural was the majority shareholder of THF. In March 2019, the acquisition of THF was completed and THF became a subsidiary of the Company. In addition, the acquisition was accounted for business combination under common control of Rural.

On September 7, 2019, FINRA approved name and trading symbol change. The renaming sparked the commencement of a significant change in corporate strategy and future direction of the company.

The company is focused on partnering with entrepreneurial and mid-sized companies across the world and has already acquired a significant portfolio of assets across Australia, Asia and Africa from five core sectors.

Healthcare Services

Education

Technology

Business Services

Financial Services

Rayont is a life -Sciences Company using Photodynamic Therapy (PDT) and photosensitize based on Photosoft Technology to treat cancer.

Given the acquisition of THF Holdings Pty Ltd and the cancer treatment assets that the company has invested on, Rayont has been focusing on commercializing these investments. Rayont realizes that it is essential to acquire the technology rights for the Photo Dynamic Therapy (PDT) and develop Customer Relationship Management Software to manage the operations. Therefore, Rayont is currently negotiating the acquisition of an exclusive license of Photosoft Technology for sub-Sahara African territories that is currently owned by an affiliate shareholder of the Company.


The commercialization of the current assets for cancer treatment requires medical board approval for almost all of the countries subject to the U.S. operation,license. Rayont has conducted the initial study to identify the requirements for obtaining the approvals for using PDT to treat cancer across different jurisdictions in Sub-Saharan Africa (“SSA”).

The same PDT technology has been licensed in China, Australia and New Zealand. It is currently undergoing medical trials in Australia and China. The recent announcements show positive results that the technology works.

Competitive Conditions

Cancer is emerging as a major public health problem in Sub-Saharan Africa because of population aging and growth, as well as increased prevalence of key risk factors, including those associated with social and economic transition.

According to the World Health Organization, the number of new cancer cases per year will increase by 70% in Africa between 2012 and 2030 due to demographic changes alone – faster than in any other region of the world. Furthermore for many cancers, the risk of getting cancer and the risk of dying from cancer is nearly the same throughout the Sub-Saharan region of Africa, due mostly to the late stage of diagnosis and lack of treatment.

Rayont intends to establish numerous NGPDT centers to facilitate the treatment of cancers, starting in Port Elizabeth, South Africa prior to rolling out the concept across the broader Sub-Saharan Africa licence region which encompasses a total of 48 countries and 1.1 billion people

Employees

As of September 30, 2019, we had 2 employees, all of whom performed operational, technical and administrative functions. No payroll will be paid to the employees before the Company establishedgenerates net profits. We believe our future success will depend to a subsidiary A & C Agriculture Developing (Europe) AB in Stockholm, Sweden in October 24, 2013, whichlarge extent on our continued ability to attract and retain highly skilled and qualified employees. We consider our employee relations to be good. None of these employees belong to labor unions.

ITEM 1A.RISK FACTORS.

Not Applicable to smaller reporting companies.

ITEM 1B.UNRESOLVED STAFF COMMENTS.

Not Applicable to smaller reporting companies.

ITEM 2.PROPERTIES.

Our executive office address is located at Gamla Sodertaljevagen 134A, 141 70 Segeltorp, Sweden.

Since the inception, the Company's long-term goals have been to solve some14,jalan Penguasa B U1/53B, Temasya Glenmarie, Shah Alam, Selangor, Malaysia. The lease for this facility is free 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’s total revenue for fiscal year 2016 has exceeded $1.2 million dollars which is more than 70% increase comparing with the total revenue of $732,000 for fiscal year 2015. The management team will strive to maintain this momentum. The Company is also focusing on increasing the profit margin by creating more value-added services such as holding field demonstration and seminars with breeders for growers.

The revenue of the 4th fiscal quarter of 2016 is much lower than anticipated due to delayed shipments. However the revenue for the first fiscal quarter of 2017 is estimated to be higher than anticipated as it will include revenue for the delayed shipments.

The trials with CapGen are still progressing and the Company has placed an official production request for one of the few potential varieties. The two companies have continued meeting at GapGen’s R&D facility in Spain and trial sites in China. 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 another project the Company has been working on. This project is trying to tackle the agricultural pollution issue affecting massive arable lands in China. Currently, the Company is working withcharge since we use a couple of Chinese companies who are interested in testing out the solutions we provided. China central government just issued a new act called “Soil 10 Chapters” that is aiming to reverse the damages in the next few decades. 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 potential investors and us, however we have exchanged ideas and strategies of how the entire project should proceed.

During the next 12 months, we anticipate continuing our efforts to raise capital through follow up meetings with potential investors, although there is no assurance we will raise capital from any of them 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
Table of Contents

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 does 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 offerany 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.

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Table of Contents

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.shareholder’s office. We believe that our salesleased facilities are suitable 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 2017. 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.

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Table of Contents

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.

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Table of Contents

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: 2/24/2016 to 2/28/2017, 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.intended use.

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.

 

ItemITEM 3. Legal ProceedingsLEGAL 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.None.

 

ItemITEM 4. Mine Safety DisclosuresMINE SAFETY DISCLOSURES

 

NoneNot Applicable.


PART II

 

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Table of Contents

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

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 MarketOTC Bulletin Board (“OTCQB”) under the symbol "ACUG"

Bid Information*

Financial Quarter Ended

 

High Bid

Low Bid

 

30-Sep-16

 

$

0.25

 

 

$0.05

 

30-Jun-16

 

 $

0.25

 

 

$0.05

 

31-Mar-16

 

 $

0.25

 

 

$0.05

 

31-Dec-15

 

 $

0.25

 

 

$0.05

 

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

 

__________

*“RAYT”. The quotations do not reflectfollowing table sets forth the high and low bid prices for our common stock for the two most recently completed fiscal years. Such prices are based on inter-dealer prices, without retail mark-up, mark-downmarkdown or commission, and may not necessarily represent actual transactions.

  

Fiscal 2017 Low  High 
First Quarter $1.05  $5.00 
Second Quarter $1.42  $2.00 
Third Quarter $0.20  $1.42 
Fourth Quarter $0.40  $6.00 

Fiscal 2018 Low  High 
First Quarter $1.60  $6.00 
Second Quarter $1.40  $10.40 
Third Quarter $0.75  $4.00 
Fourth Quarter $0.25  $1.00 

Fiscal 2019 Low  High 
First Quarter $0.29  $0.34 
Second Quarter $ 0.75  $0.23 
Third Quarter $0.51  $0.20 
Fourth Quarter $0.50  $0.33 
         

Fiscal 2020 Low  High 
First Quarter through March 16, 2020 $0.09  $0.50 

Penny Stock Considerations

The trading of our common stock is deemed to be “penny stock” as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our shares thus are subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $100,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to: 

Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value and information regarding the limited market in penny stocks; and

Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.

Because of these regulations, broker-dealers may encounter difficulties in their attempt to buy or sell shares of our common stock, which may affect the ability of selling stockholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our common stock in the market place. In addition, the liquidity for our common stock may be decreased, with a corresponding decrease in the price of our common stock. Our shares are likely to be subject to such penny stock rules for the foreseeable future.

Common Stock Currently Outstanding

As of March 16, 2020, 12,907,532 shares were issued and outstanding.

Holders

As of the date of this Report, we had about 135 stockholders of record of our common stock.

Dividends

 

We have nevernot declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the developmentstock since our inception and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend on our common stock. Any future determination to pay dividends will be at the discretion ofearnings and financial position and such other facts, as 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 considersdeems relevant.

 

ThereReports to Stockholders

We 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 effectcurrently subject to the distributioninformation and reporting requirements of the dividend:Securities Exchange Act of 1934 and will continue to file periodic reports, and other information with the SEC. We intend to send annual reports to our stockholders containing audited financial statements.

 

·

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.

Transfer Agent

 

Securities AuthorizedWest Coast Stock Transfer Inc. located at 721 N. Vulcan Ave. Ste. 205 Encinitas, CA 92024 is the registrar and transfer agent for Issuance under Equity Compensation Plansour common stock.

 

NoneIssuer Purchases of Equity Securities

 

None.

Additional Information

Copies of our annual reports on Form 10−K, quarterly reports on Form 10−Q, current reports on Form 8−K, and any amendments to those reports, are available free of charge on the Internet at www.sec.gov. All statements made in any of our filings, including all forward-looking statements, are made as of the date of the document, in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.

ItemITEM 6. Selected Consolidated Financial DataSELECTED FINANCIAL DATA.

 

Not required.Applicable to smaller reporting companies.

9
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ItemITEM 7. Management's Discussion and Analysis of Financial Condition and Results of OperationMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

This Annual Report contains “forward-looking statements” that describe management’s beliefs and expectations about the future. We have identified forward-looking statements by using words such as “anticipate,” “believe,” “could,” “estimate,” “may,” “expect,” and “intend,” or words of similar import. Although we believe these expectations are reasonable, our operations involve a number of risks and uncertainties and actual results may be materially different than our expectations.

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/ A.10-K.

 

Our Management'sManagement’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 DevelopingRayont, Inc. (formerly Velt International Group Inc., or “Rayont” or the "Company,"“Company”) is a Nevada corporation formed on February 7, 2011. Our principal executive office is located at Oak Brook Pointe, Suite 500, 700 Commerce Drive, Oak Brook IL 60523. Tel: 630-288-2500.The Company’s common stock are currently traded on the Over the Counter Pink Sheet under the symbol “RAYT”.   

 

In additionOn November 19, 2018, the Company’s former principal shareholder, Mr. Chin Kha Foo, entered into a stock purchase agreement to transfer 60% of the Company’s issued and outstanding shares to Rural Asset Management Services, Inc., a Malaysian company (“Rural”). On December 14, 2018, Rural became the principal shareholder of the Company and Mr. Ali Kasa was appointed to be the Company’s President, CEO, CFO, and Secretary due to the U.S. operation,change in control of the Company established a subsidiary A & C Agriculture Developing (Europe) ABCompany. Rural is an equity investment company with portfolio of interest in Stockholm, Swedenbiotechnology, healthcare, cancer treatment research and technology, ICT and Crypto Currency. Rural has invested to companies located in October 24, 2013, which is located at Gamla Sodertaljevagen 134A, 141 70 Segeltorp, Sweden.Malaysia, Australia and the USA.

 

SinceOn January 22, 2019, the inception,Company entered into an acquisition agreement with THF Holdings Pty Ltd., an Australian corporation (“THF”) and Rural, pursuant to which the Company's long-term goals have been to solve someCompany acquired 100% of the major agricultural challengesissued and outstanding capital stock of THF in China, such as food safety issue, soil health problemexchange for 4,000,000 shares of the Company’s common stock, valued on January 22, 2019 at $1,000,000. THF is an Australian Cancer treatment and outdated farming practices, as well asmedical device company. Rural is the majority shareholder of THF. In March 2019, the acquisition of THF was completed and THF became a subsidiary of the Company. In addition, the acquisition was accounted for business combination under common control of Rural.

 On January 24, 2019, the Company entered into an acquisition agreement with THF International (Hong Kong) Ltd., a Hong Kong company (“THF Hong Kong”) and the shareholders of THF Hong Kong, pursuant to raise funds viawhich the Company acquired 100% of the issued and outstanding capital stock of THF Hong Kong in exchange for 8,000,000 shares of the Company’s common stock, valued at $2,000,000 on January 24, 2019. On May 13, 2019, the Company executed an IPOamendment to grow our businessthe acquisition agreement, wherein the Company agreed to acquire only 85% of THF Hong Kong and reduce the purchase price to become6,800,000 shares from 8,000,000 shares. On August 4, 2019, the leaderCompany and the THF Hong Kong agreed to terminate the acquisition.


On January 24, 2019, the Company entered into an acquisition agreement with Natural Health Farm (Labuan) Inc. (“NHF”) and the shareholders of NHF, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of NHF in exchange for 40,000,000 shares of the Company’s common stock, valued at $10,000,000 on January 24, 2019. NHF is a Malaysian company concentrating on clinical life sciences and holds an exclusive license for registering and commercializing Photosoft technology for treatment of all cancers in the agriculture area. As the Company's nameSub-Sahara African region. The technology has suggested, the management team believesbeen licensed in Australia, New Zealand, China, Malaysia and Sub-Sahara Africa. The human clinical trial efforts have started in Australia and China conducted by unifying the valuable resourcesHudson Medical Institute, Australia. On August 4, 2019, the Company is ableand NHF agreed to access,terminate the above goals can be realized.acquisition.

 

The Company has been and will be putting more resourcescontinues to look for other opportunities which could potentially increase the profits of the Company

Current Operational Activities

Prior to the change in the seed business as it is stillcontrol, the main sourceCompany was to focus on the development and designs of the Company's revenue. However,a mobile application (the “Mobile App”) for a third-party company in Hong Kong. The Mobile App allows users to book airline ticket, train ticket and taxi cabs, play online games, facilitate payments for utilities and other services, and to facilitate shipping services and so forth.

With acquisition of THF Holdings Pty Ltd, the Company has also beendecided to embark in life science as a sector to operate and will continue to be working to leverage the resourcescancer treatment as an area 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.will develop its expertise and business.

 

Current Operational Activities

The Company’s total revenue for fiscal year 2016 has exceeded $1.2 million dollars which is more than 70% increase comparing with the total revenue of $732,000 for fiscal year 2015. The management team will strive to maintain this momentum. The Company is also focusing on increasing the profit margin by creating more value-added services such as holding field demonstration and seminars with breeders for growers.

The revenue of the 4th fiscal quarter of 2016 is much lower than anticipated due to delayed shipments. However the revenue for the first fiscal quarter of 2017 is estimated to be higher than anticipated as it will include revenue for the delayed shipments.

The trials with CapGen are still progressing and the Company has placed an official production request for one of the few potential varieties. The two companies have continued meeting at GapGen’s R&D facility in Spain and trial sites in China. CapGen will provide us more varieties targeting the China market for us to trial.

10
Table of Contents

Outside the seed business, the management team has also been working with potential investors on another project the Company has been working on. This project is trying to tackle the agricultural pollution issue affecting massive arable lands in China. Currently, the Company is working with a couple of Chinese companies who are interested in testing out the solutions we provided. China central government just issued a new act called “Soil 10 Chapters” that is aiming to reverse the damages in the next few decades. 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 potential investors and us, however we have exchanged ideas and strategies of how the entire project should proceed.

During the next 12 months, we anticipate continuing our efforts to raise capital through follow up meetings with potential investors, although there is no assurance we will raise capital from any of them 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.

Certain Now Rescinded Agreements

The Company signed a Consulting Service Agreement with Speedlight Consulting Services Inc, a California company on 7/15/2016. The Company issued 1,000,000 Rule 144 restricted common shares to Speedlight Consulting Services Inc. as compensation for its services, which primarily cover business strategy consultation, financial management practice improvement. (Exhibit 10.1)

The Company signed a Service Provider Agreement with ChineseInvestors.Com, a California company on 7/15/2016. The Company has issued 1,000,000 Rule 144 restricted common shares to ChineseInvestors.Com as compensation for its services.

The Company signed an Executive Director Appointment Agreement with Mr. Wei Wang on 8/11/2016. The Company issued 2,000,000 Rule 144 restricted common shares to Mr. Wei Wang as compensation for its services.

The above agreements were for a planned comprehensive market campaign for the Company and its products. However, as the management team held discussions with other professionals and business advisors after it signed these agreements and further discussions among the parties, all parties came to the conclusion that a different approach would be to the Company’s best interest. Thus, the Service Provider Agreement and the Executive Director Appointment Agreement were both rescinded as of November 15th, 2016 and the collective 3,000,000 shares have been returned to the Company and cancelled. However, as these agreements were made in and in effect at the end fiscal year 2016, the Company believes it is required under applicable regulations and interpretations to reflect in its financial statements filed herein the transactions as if not rescinded. This recession will be reflected in the Form 10-Q for the first fiscal quarter of 2017 (10/01/2016 to 12/31/2016).

Results of Operations

 

For the fiscal yearyears ended September 30, 2016 vs. 20152019 and 2018

 

Revenue

There were $0 and $23,048 revenue generated for the years ended September 30, 2019 and 2018. The decrease was attributable to due to the change of the management team of the Company. The Company continues looking for other opportunities which could potentially increase the profits of the Company.

Cost of Goods Sold

 

There was $1,276,883 and $731,815 revenue generated for the fiscal year ended September 30, 2016 and 2015, respectively, which was increased 74%.

Cost of Revenue

There was $1,106,617 and $645,415no cost of goods sold incurred for the fiscal yearyears ended September 30, 20162019 and 2015, respectively. The cost of goods sold increased due to the increasing of revenue.2018.

 

Operating Expense

 

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

 

For the fiscal yearyears ended September 30, 20162019 and 2015,2018, there waswere a total of $215,979$1,259,678 and $242,473$169,557 operating expenses, respectively. The decreaseincrease in the operating expense was primarily dueresulted from that the share-based compensation of $860,000 granted to lesser travel expenses.the Company’s officer and consultants. 

 

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Table of Contents

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, 2016 due to the net operation loss in the USA.

Net Loss

 

We incurred net losses of $45,691$1,262,716 and $156,073$185,619 for the fiscalyears ended September 30, 2019 and 2018, respectively.

Equity and Capital Resources

We have incurred losses for the year ended September 30, 20162019 and 2015, respectively.

Liquidity and Capital Resources

 

 

At September 30

 

 

At September 30

 

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

Current Ratio

 

 

3.80

 

 

 

4.86

 

Cash

 

$114,508

 

 

$32,745

 

Working Capital

 

$641,166

 

 

$281,653

 

Total Assets

 

$876,684

 

 

$366,870

 

Total Liabilities

 

$228,716

 

 

$72,974

 

 

 

 

 

 

 

 

 

 

Total Equity

 

$876,684

 

 

$293,896

 

 

 

 

 

 

 

 

 

 

Total Debt/Equity

 

 

0.26

 

 

 

0.25

 

* Current Ratio = Current Assets /Current Liabilities.

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

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

The Company had cash and cash equivalentsan accumulated deficit of $114,508 and $32,745 at fiscal year ended$2,506,428 as of September 30, 2016 and 2015, respectively, and the working capital of $641,166 and $281,653 with liabilities of $228,716 and $72,974 for the same respective periods.

2019. As of September 30, 2016,2019, we have $114,508had cash of $836 and a negative working capital of $1,461, compared to cash of $127 and a negative working capital of $227,566 as of September 30, 2018. The decrease in cash and $6,867 in accounts receivable. With general operating costs, bank service fees and those costs associatedthe negative working capital was primarily because the Company was able to sign a long term convertible note payable with SEC requirements associated with staying public, we anticipate an average monthly burn rateoutside party.

We had no material commitments for capital expenditures as of no more than $25,000September 30, 2019. We expect our expenses will continue to increase during the next 12 months. We believeforeseeable future as a result of increased operational expenses and the development of potential business opportunities. However, we do not anticipate that the Company will generate revenue sufficient to cover its planned operating expenses in the foreseeable future, and we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will have sufficient cash available (assuming we collect all our existing and anticipated sales and receivables)be required to fund alldelay or forego some portion of our operationalbusiness plan, which would have a material adversely effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of additional capital or that our estimates of our capital requirements will prove to be accurate. As of the date of this Form 10-K, we did not have any commitments from any source to provide such additional capital. Even if we are able to secure outside financing, it may not be available in the amounts or the times when we require. Furthermore, such financing would likely take the form of bank loans, private placement of debt or equity securities or some combination of these. The issuance of additional equity securities would dilute the stock ownership of current investors while incurring loans, leases or debt would increase our capital requirements and possible loss of valuable assets if such obligations were not repaid in accordance with their terms.

6

Off-Balance Sheet Arrangements

Under SEC filing needs during the next 12 months.regulations, we are required to disclose off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:

Any obligation under certain guarantee contracts,
Any retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets,
Any obligation under a contract that would be accounted for as a derivative instrument, except that it is both indexed to our stock and classified in shareholder equity in our statement of financial position, and
Any obligation arising out of a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us.

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations.

 

ItemITEM 7A. Quantitative and Qualitative Disclosures about Market RiskQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not required.Applicable to smaller reporting companies.


ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

12
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VELT INTERNATIONAL GROUP INC. AND SUBSIDIARY

Item 8. Financial Statements

(formerlyA & C United Agriculture Developing Inc. & Subsidiary)

Consolidated Financial Statements

As of September 30 2019 and 2018

 

Consolidated Financial StatementsTable of Contents

 

As of September 30 2016 and 2015INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

Table of Contents

Page
Consolidated Financial Statements of Velt International Group Inc. and Subsidiary
Report of Independent Registered Public Accounting FirmF-2
Consolidated Balance SheetSheets as of September 30, 2019 and 2018

F-4

F-3
Consolidated StatementStatements of Operations and Comprehensive Loss for the Years Ended September 30, 2019 and 2018

F-5

F-4
Consolidated StatementStatements of Stockholders’ Equity (Deficit) for the Years Ended September 30, 2019 and 2018

F-6

F-5
Consolidated StatementStatements of Cash Flows for the Years Ended September 30, 2019 and 2018

F-7

F-6
Notes to Consolidated Financial Statements

F-8

F-7


F-1
Table of Contents

TOTAL ASIA ASSOCIATES PLT

(AF002128 & LLP0016837-LCA)

A Firm registered with US PCAOB and Malaysian MIA

Block C-3-1, Megan Avenue 1, 189, Off Jalan Tun Razak,

50400, Kuala Lumpur.

Tel: (603) 2733 9989

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To theThe Board of Directors and
Stockholders of A & C United Agriculture Developing, Inc.
RAYONT, INC (Formerly Known As VELT INTERNATIONAL GROUP INC.)

14, Jalan Penguasa B U1/53B Temasya Glenmarie

40150 Shah Alam, Selaqngor, Malaysia

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of A & C United Agriculture Developing Inc.RAYONT, INC (Formerly Known As VELT INTERNATIONAL GROUP INC.) (“the Company”) as of September 30, 20152019 and the related consolidated statements of operations and comprehensive loss, shareholders’stockholders’ equity, and cash flows for the year ended September 30, 2015. 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2019 and the results of its operations and its cash flows for the year ended September 30, 2019 in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the financial statements, the Company’s losses from operations and no operation raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audit.

audits. We conducted our audit in accordanceare a public accounting firm registered with standards of the Public Company Accounting Oversight Board (United States). (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Anmisstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit includesof its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statementstatements 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 the results of its operations and their cash flows for the year ended September 30, 2015 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Notes 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

F-2
Table of ContentsTOTAL ASIA ASSOCIATES PLT

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of A & C United Agriculture Developing, Inc.

 

We have auditedserved as the accompanying balance sheet of A & C United Agriculture Developing, Inc. as of September 30, 2016, and the related statements of operations, comprehensive income, stockholders’ equity, and cash flows for the period ended September 30, 2016. A & C United Agriculture Developing, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.Company’s auditor since 2018.

 

We conducted our audit in accordance with the 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 audits provide a reasonable basis for our opinion.Kuala Lumpur, Malaysia

 

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, 2016, and the results of its operations and its cash flows for the period then ended, in conformity with accounting principles generally accepted in the United States of America.Date: March 16, 2020

 

F-2

RAYONT, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

  September 30, 
  2019  2018 
       
ASSETS      
Current assets:      
Cash $836  $127 
Loan receivable owed by a related party  93,000   - 
Other receivables  5,500   - 
Total Current Assets  99,336   127 
         
Loan receivable owed by a related party  191,360   - 
Property and equipment, net  899,142   6,304 
Other assets  144   - 
         
TOTAL ASSETS $1,189,952  $6,431 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
Current liabilities:        
Loans from a shareholder $87,136  $220,930 
Accrued expenses  13,661   6,763 
Total Current Liabilities  100,797   227,693 
         
Note payable $103,000   - 
         
TOTAL LIABILITIES  203,797   227,693 
         
COMMITMENTS AND CONTINGENCIES        
         
Stockholders’ Equity (Deficit):        
Common stock, $0.001 par value; 500,000,000 shares authorized; 12,907,532 and 1,886,622 shares issued and outstanding as of September 30, 2019 and 2018  12,908   1,887 
Preferred stock, $0.001 par value; 20,000,000 shares authorized; nil share issued and outstanding as of September 30, 2019 and 2018  -   - 
Additional paid-in capital  3,534,466   1,020,563 
Accumulated deficit  (2,506,428)  (1,243,712)
Accumulated other comprehensive loss  (54,791)  - 
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)  986,155   (221,262)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $1,189,952  $6,431 

The accompanying notes are an integral part of these consolidated financial statements.


RAYONT, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

  Year Ended September 30, 
  2019  2018 
       
Revenues $-  $23,048 
Cost of goods sold  -   - 
Gross profit  -   23,048 
         
Operating expenses:        
Selling, general and administrative expenses  1,154,693   168,483 
Depreciation expense  104,985   1,074 
Total operating expenses  1,259,678   169,557 
         
Operating loss  (1,259,678)  (146,509)
         
Other income (expense):        
Other expense, net  (3,038)  (39,110)
Total other expense, net  (3,038)  (39,110)
         
Loss before income taxes  (1,262,716)  (185,619)
Income tax expense  -   - 
Net loss  (1,262,716)  (185,619)
         
Other comprehensive loss, net of tax:        
Foreign currency translation adjustments  (54,791)  - 
Other comprehensive loss  (54,791)  - 
         
Comprehensive loss $(1,317,507) $(185,619)
Weighted average shares outstanding, basic and diluted  8,858,167   1,886,622 
Net loss per common share, basic and diluted $(0.14) $(0.10)

The accompanying notes are an integral part of these consolidated financial statements.


DE LEON & COMPANY, P.A.

RAYONT, INC. AND SUBSIDIARY

Pembroke Pines, Florida

February 2, 2017

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

 

F-3
Table of Contents

A & C United Agriculture Developing Inc. & Subsidiary

CONSOLIDATED BALANCE SHEET

 

 

 

September 30,

 

 

September 30,

 

 

 

2016

 

 

2015

 

ASSETS

 

(audited)

 

 

(audited)

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$114,508

 

 

$32,745

 

Accounts receivable

 

 

6,867

 

 

 

41,800

 

Inventory

 

 

369,164

 

 

 

279,913

 

Total Current Assets

 

$490,539

 

 

$354,458

 

Other current assets:

 

 

 

 

 

 

 

 

Prepaid and deferred expenses

 

$379,343

 

 

$169

 

Advances to officer

 

 

-

 

 

 

-

 

Total Other Current Assets

 

$379,343

 

 

$169

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

$6,802

 

 

$12,243

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$876,684

 

 

$366,870

 

 

LIABILITIES & STOOCKHOLDERS’ EQUITY

Current liabilities:

 

 

 

 

 

 

 

 

Account payable

 

$31,753

 

 

$21,500

 

Credit card payable

 

 

801

 

 

 

3,205

 

Total current liabilities

 

$32,554

 

 

$24,705

 

Other current liabilities:

 

 

 

 

 

 

 

 

Loan from shareholders

 

$32,565

 

 

$46,474

 

Customer Deposits

 

 

156,030

 

 

 

-

 

Accrued Expenses Liability

 

 

7,567

 

 

 

1,795

 

Total other current liabilities

 

$196,162

 

 

$48,269

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

$228,716

 

 

$72,974

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity:

 

 

 

 

 

 

 

 

Common stock, $0.001 par value; 500,000,000 shares authorized; 40,731,495 in 2016 and 36,731,495 in 2015 shares issued and outstanding.

 

$40,732

 

 

$36,732

 

Paid-in capital

 

 

1,281,718

 

 

 

885,718

 

Accumulated deficit

 

 

(672,996)

 

 

(627,305)

Accumulated other comprehensive income (loss)

 

 

(1,486)

 

 

(1,249)

Total stockholders' equity

 

$647,968

 

 

$293,896

 

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY

 

$876,684

 

 

$366,870

 

              Accumulated    
        Additional     Other    
  Common Stock  Paid-In  Accumulated  Comprehensive    
  Shares  Amount  Capital  Deficit  Loss  Total 
                   
Balance as of September 30, 2017  1,886,622  $1,887  $1,020,563  $(1,058,093) $-  $(35,643)
                         
Net loss  -   -   -   (185,619)  -   (185,619)
                         
Balance as of September 30, 2018  1,886,622   1,887   1,020,563   (1,243,712)  -   (221,262)
                         
Issuance of common stock  7,670,910   7,671   1,313,011   -   -   1,320,682 
Issuance of common stock for services  3,350,000   3,350   837,650   -   -   841,000 
Acquisition of a subsidiary under common control  -   -   363,242   -   -   363,242 
Net loss  -   -   -   (1,262,716)  -   (1,262,716)
Foreign currency translation loss  -   -   -   -   (54,791)  (54,791)
                         
Balance as of September 30, 2019  13,000,032  $12,908  $3,534,466  $(2,506,428) $(54,791) $986,155 

 

The accompanying notes are an integral part of these consolidated financial statements.

 


F-4
Table of Contents
RAYONT, INC. AND SUBSIDIARY

 

A & C United Agriculture Developing Inc. & Subsidiary

CONSOLIDATED STATEMENT OF OPERATIONS

 

 

 

 

 

 

 

 

Year Ended

 

 

Year Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2016

 

 

2015

 

 

 

(Audited)

 

 

(Audited)

 

 

 

 

 

 

 

 

 

 

Revenues

 

$1,276,883

 

 

$731,815

 

Cost of Goods Sold

 

$1,106,617

 

 

$645,415

 

Gross Profit

 

$170,266

 

 

$86,400

 

Operating expenses:

 

 

 

 

 

 

 

 

Research and development

 

$5,564

 

 

$-

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

$204,974

 

 

$237,032

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expenses

 

$5,441

 

 

$5,441

 

Total Operating Expenses

 

$215,979

 

 

$242,473

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

$(45,713)

 

$(156,073)

 

 

 

 

 

 

 

 

 

Investment income, net

 

$22

 

 

$-

 

Interest Expense, net

 

$-

 

 

$-

 

Loss before income taxes

 

$(45,691)

 

$(156,073)

Income tax expense

 

$-

 

 

$-

 

Net Loss

 

$(45,691)

 

$(156,073)

 

 

 

 

 

 

 

 

 

Net (loss) per common share- Basic

 

$(0.001)

 

$(0.00)

Net (loss) per common share- Diluted

 

$(0.001)

 

$(0.00)

 

 

 

 

 

 

 

 

 

Weighted Average Shares, Basic & Diluted

 

 

37,438,344

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

$(237)

 

$(1,537)

Other comprehensive income (loss)

 

$(237)

 

$(1,537)

Comprehensive Income (Loss)

 

$(45,928)

 

$(157,610)
CONSOLIDATED STATEMENTS OF CASH FLOWS

  Year Ended September 30, 
  2019  2018 
       
Operating Activities:      
Net loss $(1,262,716) $(185,619)
Adjustments to reconcile net loss to net cash used in operating activities:        
Non-cash portion of share-based consulting fee expense  841,000   - 
Depreciation expense  104,985   1,074 
Changes in operating assets and liabilities:        
Other receivables  99,087   - 
Accrued expenses  6,794   6,763 
Net cash used in operating activities  (210,850)  (177,782)
         
Investing Activities:        
Cash from acquisition  35,316   - 
Disbursements for loan receivable  (93,000)  - 
Purchases of equipment  -   (7,378)
Net cash used in investing activities  (57,684)  (7,378)
         
Financing Activities:        
Loans from a shareholder  -   324,772 
Proceeds from note payable  103,000   - 
Repayment of loans from a shareholder  (156,857)  (190,000)
Issuance of common stock  320,682   - 
Net cash provided by financing activities  266,825   134,772 
         
EFFECT OF EXCHANGE RATE ON CASH  2,418   - 
         
Net increase (decrease) in cash  709   (50,388)
Cash at beginning of the period  127   50,515 
Cash at end of the period $836  $127 
         
SUPPLEMENTAL DISCLOSURE:        
Interest paid $-  $- 
Income tax paid $-  $- 
SUPPLEMENTAL DISCLOSURE FOR NONCASH INVESTING AND FINANCING ACITIVIES:        
Issuance of common stock for services $841,000  $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 


F-5
Table of Contents
RAYONT, INC. AND SUBSIDIARY

 

A & C United Agriculture Developing Inc. & Subsidiary

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

For the years ended September 30, 2015 and 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Other

 

 

Total

 

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

Comprehensive

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Income (Loss)

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stocks

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

for consulting service @0.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

per share on July 15, 2016

 

 

1,000,000

 

 

$1,000

 

 

$99,000

 

 

 

 

 

 

 

 

 

 

$100,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stocks

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

for professional service @0.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

per share on July 15, 2016

 

 

1,000,000

 

 

$1,000

 

 

$99,000

 

 

 

 

 

 

 

 

 

 

$100,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stocks

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

for director fee @0.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

per share on August 11, 2016

 

 

2,000,000

 

 

$2,000

 

 

$198,000

 

 

 

 

 

 

 

 

 

 

$200,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment for currency rate exchange

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$(237)

 

$(237)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ended September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

$(45,691)

 

 

 

 

 

$(45,691)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2016

 

 

40,731,495

 

 

$40,732

 

 

$1,281,718

 

 

$(672,996)

 

$(1,486)

 

$647,968

 

The accompanying notes are an integral part of these consolidated financial statements.

F-6
Table of Contents

A & C United Agriculture Developing Inc. & Subsidiary

CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

 

 

 

 

 

 

 

Year Ended

 

 

Year Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2016

 

 

2015

 

 

 

(Audited)

 

 

(Audited)

 

Operating Activities:

 

 

 

 

 

 

Net (loss)

 

$(45,691)

 

$(156,073)

Adjustments to reconcile net loss to net cash provided (used) by operating activities:

 

 

 

 

 

 

 

 

Non-cash portion of share based legal fee expense

 

 

-

 

 

 

6,000

 

Non-cash portion of share based consulting fee expense

 

 

20,833

 

 

 

6,000

 

Depreciation expenses

 

 

5,441

 

 

 

5,441

 

Deferred interest expense

 

 

-

 

 

 

158

 

Inventory

 

 

(89,251)

 

 

(34,388)

Accounts Receivable

 

 

34,933

 

 

 

148,200

 

Prepaid and deferred expenses

 

 

(7)

 

 

140

 

Customer Deposits

 

 

156,030

 

 

 

-

 

Accrued Expenses

 

 

5,772

 

 

 

(323)

Account payable

 

 

10,253

 

 

 

(64,500)

Credit card payable

 

 

(2,404)

 

 

(1,092)

Net cash provided (used) by operating activities

 

$95,909

 

 

$(90,437)

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

 

-

 

 

 

-

 

Net cash provided by investing activities

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

Loan from shareholders

 

$(13,909)

 

$41,067

 

Advance to shareholders

 

 

-

 

 

 

25,645

 

Long term Car Loans

 

 

-

 

 

 

(11,494)

Proceeds from issuance of common stock

 

 

-

 

 

 

-

 

Net cash provided (used) by financing activities

 

$(13,909)

 

$55,218

 

 

 

 

 

 

 

 

 

 

Effect of Exchange Rate on Cash

 

$(237)

 

$(1,537)

Net increase (decrease) in cash and cash equivalents

 

$81,763

 

 

$(36,756)

Cash and cash equivalents at beginning of the year

 

$32,745

 

 

$69,501

 

Cash and cash equivalents at end of year

 

$114,508

 

 

$32,745

 

The accompanying notes are an integral part of these consolidated financial statements.

F-7
Table of Contents

A & C UNITED AGRICULTURE DEVELOPING INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE A –1 - ORGANIZATION AND BUSINESS DESCRIPTION

 

A & C United Agriculture DevelopingRayont, Inc. (formerly Velt International Group Inc., or “Rayont” or the “Company,”“Company”) is a Nevada corporation formed on February 7, 2011. Our principal executive office is located at Oak Brook Pointe, Suite 500, 700 Commerce Drive, Oak Brook IL 60523. Tel: 630-288-2500.The Company’s common stock are currently traded on the Over the Counter Pink Sheet under the symbol “RAYT”.   

 

In additionOn November 19, 2018, the Company’s former principal shareholder, Mr. Chin Kha Foo, entered into a stock purchase agreement to transfer 60% of the Company’s issued and outstanding shares to Rural Asset Management Services, Inc., a Malaysian company (“Rural”). On December 14, 2018, Rural became the principal shareholder of the Company and Mr. Ali Kasa was appointed to be the Company’s President, CEO, CFO, and Secretary due to the U.S. operation,change in control of the Company established a subsidiary A & C Agriculture Developing (Europe) ABCompany. Rural is an equity investment company with portfolio of interest in Stockholm, Swedenbiotechnology, healthcare, cancer treatment research and technology, ICT and Crypto Currency. Rural has invested to companies located in October 24, 2013, which is located at Gamla Sodertaljevagen 134A, 141 70 Segeltorp, Sweden.Malaysia, Australia and the USA.

 

SinceOn January 22, 2019, the inception,Company entered into an acquisition agreement with THF Holdings Pty Ltd., an Australian corporation (“THF”) and Rural, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of THF in exchange for 4,000,000 shares of the Company’s long-term goalcommon stock, valued on January 22, 2019 at $1,000,000. THF is an Australian Cancer treatment and medical device company. Rural is the majority shareholder of THF. In March 2019, the acquisition of THF was completed and THF became a subsidiary of the Company. In addition, the acquisition was accounted for business combination under common control of Rural.

On January 24, 2019, the Company entered into an acquisition agreement with THF International (Hong Kong) Ltd., a Hong Kong company (“THF Hong Kong”) and the shareholders of THF Hong Kong, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of THF Hong Kong in exchange for 8,000,000 shares of the Company’s common stock, valued at $2,000,000 on January 24, 2019. On May 13, 2019, the Company executed an amendment to the acquisition agreement, wherein the Company agreed to acquire only 85% of THF Hong Kong and reduce the purchase price to 6,800,000 shares from 8,000,000 shares. On August 4, 2019, the Company and the THF Hong Kong agreed to terminate the acquisition.

On January 24, 2019, the Company entered into an acquisition agreement with Natural Health Farm (Labuan) Inc. (“NHF”) and the shareholders of NHF, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of NHF in exchange for 40,000,000 shares of the Company’s common stock, valued at $10,000,000 on January 24, 2019. NHF is a Malaysian company concentrating on clinical life sciences and holds an exclusive license for registering and commercializing Photosoft technology for treatment of all cancers in the Sub-Sahara African region. The technology has been licensed in Australia, New Zealand, China, Malaysia and Sub-Sahara Africa. The human clinical trial efforts have started in Australia and China conducted by Hudson Medical Institute, Australia. On August 4, 2019, the Company and NHF agreed to solve someterminate the acquisition.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the financial statements of the major challengesCompany and its subsidiary. All significant inter-company balances and transactions have been eliminated on consolidation.


Use of Estimates

The preparation of our consolidated financial statements and accompanying notes in China, such as pollutionconformity with GAAP requires us to make certain estimates 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.assumptions. Actual results could differ from those estimates.

Going Concern

 

The Company has been and will be putting more resources in the seed business as it is still the main source ofdemonstrates adverse conditions that raise substantial doubt about the Company’s revenue. However, the Company has also beenability to continue as a going concern. These adverse conditions are negative financial trends, specifically negative working capital, recurring operating losses, accumulated deficit and will continue 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.

NOTE B – SIGNIFICANT ACCOUNTING POLICIES

Basis of accountingother adverse key financial ratios.

 

The financial statements reflectCompany did not generate revenues to cover its operating expense during the assets, revenuesyear ended September 30, 2019. The Company plans to continue obtaining funding from the majority shareholder and expendituresthe President of the Company to support the Company’s normal business operating. There is no assurance, however, that the Company will be successful in raising the needed capital and, if funding is available, that it will be available on terms acceptable to the accrual basis of accounting. The Company’s fiscal year end is the last day of September 30.Company.

 

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

Concentration of credit riskRisk

 

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 in bank.

 

AllThe Company had total revenue of $0 and $23,048 for the years ended September 30, 2019 and 2018, respectively. For the year ended September 30, 2018, all revenue was to one customer.

Fair Value of Financial Instruments

The carrying amounts of the Company’s accounts receivable in 2015current financial assets and 2016liabilities approximated their fair values due to the short maturities. The fair value of noncurrent financial assets and liabilities are due from its principal major customer.determined based on the value of the discounted cash flows. The Company believes no material difference exists between the fair value and carry amounts of the noncurrent financial assets and liabilities

 

F-8
Table of Contents

A & C UNITED AGRICULTURE DEVELOPING INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

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-liquidhighly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 20162019 and 2015,2018, the companyCompany had cash in bank of $836 and cash equivalents of $ 114,508 and $32,745,$127, respectively.

 

Property Plant, and Equipment Depreciationequipment

 

Property plant, and equipment are statedcarried at cost. cost and, less accumulated depreciation. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposal. The Company examines the possibility of decreases in the value of property and equipment when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company’s property and equipment mainly consists of computer and laser equipment.Depreciation is being provided principally by straight line methodscomputed using the straight-line method over the estimated useful lives of the assets. Expendituresassets, which range from 5-12 years. 

F-8

Revenue Recognition

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to be entitled to in exchange for maintenancethose products and repairs,services. We enter into contracts that include products and services, which do not improve or extend the expected useful livesare generally capable of the assets, are expensed to operations while major repairs are capitalized.being distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for returns and any taxes collected from customers.

 

The vehicle was recordedCompany’s contracts with customers may include multiple performance obligations. Revenue relating to agreements that provide more than one performance obligation is recognized based upon the relative fair value to the customer of each performance obligation as fixed asseteach obligation is earned. The Company derives its revenues the follows:

Mobile Apps:

Revenue from the mobile apps is recognized when control has transferred to depreciatethe customer which typically occurs when the mobile apps either upon delivery of the key code to the customer or upon the deployment of the mobile app to the App Store.

Maintenance Services:

The Company offers maintenance and function improvements services related to the mobile apps for customers. Maintenance service is considered distinct and is recognized ratably over 5 years with straight line method. On December 5, 2012,the maintenance term.

During the year ended September 30, 2019 and 2018, the Company purchasedrecognized revenue from the mobile apps and maintenance services in the amount of $0 and $23,048, respectively.

Earnings Per Share

Basic earnings per share is computed by dividing net income (loss) attribute to stockholders of common stock by the weighted-average number of common shares outstanding for the period. Diluted net earnings per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus equivalent shares.

Diluted earnings per share reflects the potential dilution that could occur from common shares issuable through convertible notes and preferred stock when the effect would be dilutive. The Company only issued common stock and does not have any potentially dilutive instrument as of September 30, 2019 and 2018.

Translation of Foreign Currency

The Company’s functional currency is the U.S. dollar (USD), which is the Company’s reporting currency. The functional currency of the Company’s subsidiary is Australian dollar (AUD). Assets and liabilities of its subsidiary are translated at the rate of exchange prevailing on the balance sheet date. Equity is translated at the prevailing rate of exchange at the date of the equity transaction. The results of its subsidiary are translated to U.S. dollars at the average exchange rates during the reporting period. Translation adjustments are reflected in stockholders’ equity and are included as a $27,206 passenger vehicle.component of other comprehensive income (loss).

Recent Accounting Pronouncements

Management believes none of the recently issued accounting pronouncements will have a material impact on the consolidated financial statements. 


NOTE 3 - RELATED PARTY TRANSACTIONS

Loans receivable owed by related parties

On August 20, 2019, the Company agreed to grant a loan to Anvia Holdings Corporation (“Anvia”) for the amount of $93,000. The Company’sPresident and CEO, CFO is alsothe President and CEO of Anvia. The loan bears an interest rate at 8% and matures on February 19, 2020. Due to the short maturity of the loan, the Company had a current loans receivable of $93,000 as of September 30, 2019.

 

As of September 30, 20162019, the Company had noncurrent loans receivable of $191,360 from the Company’s affiliate company, HCC Century City. The amount owed by HCC Century City bears no interest and 2015, the company has property, plant, and equipment at a net cost of $ 6,802 and $12,243, respectively. Depreciation expense totaled $5,441 for years 2016 and 2015.unsecured.

 

Accounts ReceivableLoans from a shareholder

 

As of September 30, 2016 and 2015,2019, the Company had account receivablesloans from a shareholder of $6,867$87,136 to support its operation and $41,800, respectively. Management determined thatthe amount bears no allowance for doubtful accounts was necessary basedinterest and due on its past collection history.demand.

 

PrepaidThe Company borrowed from the Company’s former principal shareholder to support its operation and Deferred Expensesthe amount bears no interest and due on demand and the outstanding balance of the borrowings as of September 30, 2018 were $160,955. On May 24, 2018, the Company issued a promissory note of $249,975, bearing interest rate at 6% and due in twelve months, to the Company’s former principal shareholder in exchange for cash. In July 2018, the Company made a total repayment of $190,000. As of September 30, 2018, the outstanding balance for the promissory note was $59,975. For the year ended September 30, 2018, the interest expense was $3,110.

NOTE 4 -  PROPERTY AND EQUIPMENT, NET

 

As of September 30, 20162019 and 2015,2018, property and equipment consisted of the following:

  September 30, 
  2019  2018 
Laser equipment $1,171,725  $- 
Computer equipment  7,378   7,378 
Total  1,179,103   7,378 
Less: accumulated depreciation  (279,961)  (1,074)
Total property and equipment, net $899,142  $6,304 

During the year ended September 30, 2019 and 2018, the depreciation expenses were $104,985 and $1,074, respectively.

NOTE 5 – NOTE PAYABLE

On August 12, 2019, the Company had prepaidexecuted a securities purchase agreement with Power Up Lending Group Ltd. (the “Holder”). Pursuant to the agreement, the Holder purchased a convertible note (the “Note”) from the Company in the aggregate principal amount of $103,000. The Note bears interest at the rate of 8% per annum and deferred expenses of $379,343 and $169 respectively.the maturity date is February 12, 2021. The 2016 balance consists primarily of $379,167 of deferredamount under the Note may be converted into common stock compensation, $0.001 par value per share, by the Holder at any time during the period beginning on the date which is recognized ratably over180 days following the termdate of this Note and ending on the services are to be performed. In November 2016, 3,000,000 common shares accounting for $300,000later on the later of the deferred stock compensation were returned tomaturity date and the Company as is explained indate of payment of the Subsequent Events Note.default amount.

 

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Table of Contents

F-10

 

A & C UNITED AGRICULTURE DEVELOPING INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Inventory

The inventory was valued at the lower of cost or market using the specific identification method. As of September 30, 2016 and 2015, the Company has $ 369,164 and $279,913, respectively, of various vegetable seeds in stock in USA. The inventories purchased from the USA were stored at the garage of Yidan Liu’s house at no charges and written agreement; and the inventories purchased from Europe were stored at the garage of Jun Huang’s house at Sweden at no charges and written agreement.

Customer Deposits

The Company received $156,030 from its major customer in September 2016 for an inventory order that was not shipped by the Company as of September 30, 2016. Accordingly, the entire amount of the customer deposit is shown as a current liability as of September 30, 2016. The Company did not have any customer deposits as of September 30, 2015.

Stock-Based Compensation6 - STOCK-BASED COMPENSATION

 

The Company accounts for stock issued for services using the fair value method. Inmethod 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 February 1, 2015, 60,000January 14, 2019, under the Company’s 2019 Equity Incentive Plan, the Company issued an aggregate of 900,000 shares wereto a consultant for services rendered to the Company at $0.25 per share.

On January 30, 2019, the Company issued 200,000 shares of its common stock to Michael Williamstwo consultants for legal services rendered to the Company at $0.25 per share.

On January 31, 2019, the Company issued 150,000 shares of $6,000its common stock to other two consultants for services rendered to the Company at $0.10$0.25 per share.

 

On February 2, 2015, 60,00011, 2019, the Board of Directors authorized the issuance of 1,000,000 shares were issuedof the Company’s common stock to Globex Transfer LLCits President for DTC professional services of $6,000rendered at $0.10$0.25 per share.

  

On July 15, 2016, 1,000,000April 8, 2019, the Company issued 200,000 shares were issuedof its common stock to Speedlight Consulting Service Incone consultant for consulting services of $100,000rendered to the Company at $0.10$0.25 per share.

 

On July 15, 2016, 1,000,000April 26, 2019, the Company issued 900,000 shares were issuedof its common stock to ChineseInvestors.Comone consultant for professional services of $100,000 at $0.10 per share. The shares were cancelled and returnedrendered to the Company in November 2016 for non-performance.at $0.25 per share.

 

On August 11, 2016, 2,000,000 shares were issued to Wei Wang for director fees of $200,000 at $0.10 per share. The shares were cancelled and returned to the Company in November 2016 for non-performance.

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A & C UNITED AGRICULTURE DEVELOPING INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Basic and Diluted Net Loss per Common Share7 - INCOME TAXES

 

The Company computes per share amountsprovides for income taxes under the asset and liability approach in accordance with Statement of Financial Accounting Standards (SFAS) ASC 260, Earnings per Share (EPS). ASC 260 requires presentation of basisaccounting for income taxes. Deferred tax assets 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 isliabilities are recorded based on the weighted-average numberdifferences between the financial statement and tax basis of sharesassets and liabilities and the tax rates in effect when these differences are expected to reverse. It also requires the reduction of common stock and common stock equivalents outstanding duringdeferred tax assets by a valuation allowance if based on the periods.weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

 

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

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.

United States. The Company had total revenue of $ 1,276,883 and $ 731,815has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the year ended September 30, 2016 and 2015 respectively.period presented is offset by a valuation allowance. For the year ended September 30, 2016,2019 and 2018, the Company has incurred a net loss of approximately 96% of sales were$104 thousand and $187 thousand, respectively. The net operating losses generated in tax years prior to one customer. ForDecember 31, 2017, can be carryforward for twenty years, whereas the year ended September 30, 2015, approximately 80%net operating losses generated after December 31, 2017 can be carryforward indefinitely. Management determined that it was unlikely that the Company’s deferred tax assets would be realized and 19%, respectively, of sales were tohave provided for a full valuation allowance associated with the company’s largest two customers.net deferred tax assets.

 

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  For the year ended
September 30,
 
  2018  2017 
Deferred tax asset, generated from net operating loss at the statutory rate (21%) $307,707  $206,551 
Valuation allowance  (307,707)  (206,551)
Net deferred tax asset $-  $- 

 

A & C UNITED AGRICULTURE DEVELOPING INC. & SUBSIDIARY

NOTES TO CONSOLIDATED 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 $279,913 inventory as of September 30, 2015.

From the period of October 01, 2015 to September 30, 2016, the Company purchase $1,225,055 vegetable seeds from US suppliers and Europe suppliers; and there are $369,164 inventories as of September 30, 2016.

For the fiscal year ended September 30, 2016, the Company had related cost of goods sold expense and freight cost of $33,098, and have purchase discount of $62,285.

As a result, a total of $1,106,617 cost of goods sold was recorded for the fiscal year ended September 30, 2016; and $645,415 cost of goods sold was recorded for the fiscal year ended September 30, 2015.

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, 2016 through February 28, 2017 and requires a roughly $170 monthly lease payment, and this office is located at 700 Commerce Drive, STE 500, Oak Brook IL 60523, USA.

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A & C UNITED AGRICULTURE DEVELOPING INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Operating Expenses

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

For the fiscal year ended September 30, 2016 and 2015, there was a total of $215,979 and $242,473 operating expenses, respectively.

Payroll Expense

Commencing in 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.

Commencing in September 2014, the Company hired an employee to take care of the office operation of the Sweden subsidiary at a cost of approximately $1,100 monthly.

Commencing in November 2015, the Company started paying salary to Officer Jun Huang of approximately $5,000 monthly (SEK 43,369).

The total payroll expense for the fiscal year ended September 30, 2016 and 2015 is $125,453 and $80,694 respectively, which included the payroll taxes to the government and the net salary to the officers and employee.

Recent Accounting Pronouncements

Management believes that none of the recently issued accounting pronouncements will have a material impact on the financial statements.

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.

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A & C UNITED AGRICULTURE DEVELOPING INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign Currency Translation8 - COMMITMENTS AND CONTINGENCIES

 

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.

For the years ended September 30, 2016 and 2015, the Company had foreign currency translation losses of $237 and $1,537, respectively.

NOTE C – RELATED PARTY TRANSACTIONS

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

Asno commitment or contingency as of September 30, 2016 and 2015, officers and directors have been issued 30,235,000 which were issued in fiscal years prior to 2016 and 2015.2019.

 

Loans from Officers/Shareholders

As of September 30, 2016 and 2015, the officers loaned $ 32,565 and $46,474, respectively, to the Company for purchases and operating, and marketing expenses. The outstanding balance bears no interest, is due on demand and is not the subject of a written note or agreement.

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 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.

On July 15, 2016, 1,000,000 shares were issued to Speedlight Consulting Service Inc for consulting services of $100,000 at $0.10 per share.

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Table of Contents

A & C UNITED AGRICULTURE DEVELOPING INC. & SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE D – SHAREHOLDERS’ EQUITY (Continued)

On July 15, 2016, 1,000,000 shares were issued to ChineseInvestors.Com for professional services of $ 100,000 at $0.10 per share.

On August 11, 2016, 2,000,000 shares were issued to Wei Wang for director fees of $200,000 at $0.10 per share.

As of September 30,2016, there was total of 40,731,495 shares issued and outstanding.

NOTE E – INCOME TAXES9 - SUBSEQUENT EVENTS

 

The Company incurred net operating losses through September 30, 2016 and 2015 of approximately $674,482 and $628,554, respectively.

Using a 35% statutory federal income tax rate (the Company is not subject to state income tax), the Company’s tax valuation allowance as of September 30, 2016 and 2015 totals approximately $236,069 and $219,994, respectively. Because there is a less than 50% change that the allowance will be realized, no income tax benefit relating to the net operating losses have been reflected in these financial statements. The decrease in the tax valuation allowance of $16,075 and $54,626 for 2016 and 2015, respectively, is attributable to the Company’s loss from operations.

The Company is current in its income tax filings. Accordingly, it is subject to the normal tax regulatory audits for the last years.

NOTE F – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date thethese consolidated financial statements were issued and has determined that other than those items disclosedthere were no subsequent events or transactions that require recognition or disclosures in the subsequent paragraphs, no other subsequent events of a material nature occurred.consolidated financial statements.

 

On November 15, 2016, the Company and ChineseInvestors.Com terminated the professional consulting agreement which was signed on July 15, 2016. The 1,000,000 shares at value of $ 100,000 was cancelled and returned to the Company.F-11

 

On November 15, 2016, the Company and Wei Wang terminated the Executive Director Appointment Agreement which was signed on August 11, 2016. The 2,000,000 shares at value of $ 200,000 was cancelled and returned to the Company.

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ItemITEM 9. Changes In and Disagreements with Accountants on Accounting and Financial DisclosuresCHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

None

 

ItemITEM 9A. Controls and ProceduresCONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our chief executive officer, in order to allow timely consideration regarding required disclosures.

 

The Company'sevaluation of our disclosure controls by our principal executive officer included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including our Chief Executive Officer/Chief Financial Officer, has evaluateddoes not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the effectivenessobjectives of the Company'scontrol system are met. Also, projections of any evaluation of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) underto future periods are subject to the Exchange Act) as of September 30, 2016. Based upon such evaluation,risk that the Chief Executive Officer/Chief Financial Officer has concluded that, as of September 30, 2016, the Company's disclosure controls and procedures were not effective. This conclusion bymay become inadequate because of changes in conditions, or that the Company's Chief Executive Officer/Chief Financial Officer does not relate to reporting periods after September 30, 2016.degree of compliance with the policies or procedures may deteriorate.

 

Management's Report on Internal Control over Financial Reporting

UnderAs of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer/Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that there were significant deficiency in our internal controlcontrols over financialFinancial reporting as of September 30, 2016 based2018 and they were therefore not as effective as they could be to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The significant deficiency in our controls and procedure were lack of formal documents such as invoices and lack of evidence for proper approval and review of disbursements. Management does not believe that any of these significant deficiency materially affected the results and accuracy of its financial statements. However, in view of this discovery of such weaknesses, management has begun a review to improve them.

Management’s Annual Report on the 2013 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.Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as such term is defined in Rules 13a-15(f) and 15d-15(f) ofunder the Exchange Act. Our internal control system wasover financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework that was issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Because of its 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 changebecause of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 


Based on its evaluationManagement’s assessment of the effectiveness of the small business issuer’s internal control over financial reporting is as of the year ended September 30, 2016, our management concluded2019. We believe that our internal controls over financial reporting were not effective as of September 30, 2016 due to the material weaknesses set forth below. A material weakness is a deficiency,above shows some weaknesses and are not effective. We have identified certain weaknesses considering the nature and extent of our current operations and any risks or a combination of control deficiencies,errors 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.

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The material weaknesses relates to the following:

1. Accounting and Finance Personnel Weaknesses – Ourunder 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.operations.

 

This annual report does not includ einclude an attestation report of the Company’scompany’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange CommissionSEC that permit the companyCompany to provide only management’s report in this Annual Report.annual report.

 

ChangesSubsequent to the end of the period covered by this report, and in Internal Control Over Financial Reporting

No changelight of the weakness described above, management is in the Company'sprocess of designing and implementing improvements in its internal control over financial reporting occurred duringand we currently plan tom hire an independent third party consultant to assist in identifying and determining the year ended September 30, 2016, that materially affected, or is reasonably likelyappropriate accounting procedures and controls to materially affect, the Company's internal control over financial reporting.implement.

 

ItemITEM 9B. Other InformationOTHER INFORMATION.

 

None.None


PART III

 

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PART III

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

Directors and OfficersDIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

The boardfollowing table contains the name, age of directors elects our Directors and executive officers annually. A majority voteas of September 30, 2018.

Name Age Position Held Held Office Since
Gregory Jackson  46 President/CEO/CFO/Secretary and Director 2019

The directors will serve until the next annual meeting of stockholders of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year,Company and until hissuch director’s successor is elected and qualified or until hissuch director’s earlier death, resignation or removal. Our directors and executive officers are as follows:The following is information concerning the business background of Mr. Jackson.

 

Name

Age

Position

Yidan (Andy) Liu

47

Founder, Director and President/Treasurer

Jun (Charlie) Huang

49

Founder, Director and Secretary

Ross Rispens

58

Director

Manying Chen

52

Director

Minhang Wei

45

Director

Xinyu Wang

49

Director

Yidan (Andy) Liu, age 47,Gregory Jackson received a Bachelor of Business degree from Griffith University in Queensland, Australia. Mr. Jackson also received a Graduate Diploma of Applied Tax Law with The Tax Institute. Mr. Jackson is a member of CPA of Australia and the Institute of Chartered Accountants (ANZ). Mr. Jackson has been our Founder, Directora varied business accounting and Secretary/Treasurer since inceptionmanagement experience in a diverse group of industries. This has provided a large skill-base, strong business acumen and on June 20, 2012 became our President, resigning his position as Secretary. November 2006an ability 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.maximize synergies through networks. He started his own Company, America Brilliance Corp,career in 2008, initially focusing on the offerSports Management before being employed in Construction, Civil Construction, Mining Services, Financial Services, Professional Services, Tourism 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.Hospitality.

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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.

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Table of Contents

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.

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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.

  

ItemITEM 11. Executive CompensationEXECUTIVE COMPENSATION.

 

Management CompensationThe compensation programs presently in effect with respect to the Chief Executive Officer, Chief Financial Officer and Chairman of the Board were established by the Board of Directors.

 

Name and Fiscal Year Ended September 30, 2016 and 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 in FY 2015

 

 

60,000

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

60,000

 

In FY 2016

 

 

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, 2017. 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.

Outstanding Equity Awards At Fiscal Year-End

No option awards, unexercised options, unvested stock awards or equity incentive plan awards were in existence at the end of fiscal year 2016 or were granted to our named executive officers during fiscal year ended at September 30, 2016.

DirectorExecutive Compensation

 

The following table summarizessets forth the compensation paid to each of our principal executive officers (the “Named Executive Officers”) during the last two completed fiscal years:

SUMMARY COMPENSATION TABLE

Management Compensation

Name and Fiscal Year Ended
September 30, 2019 and 2018
 

Fees

earned

or paid

in cash

($)

  

Stock

awards

($)

  

Option

awards

($)

  

Non-equity

incentive plan

compensation

($)

  

Nonqualified

deferred

compensation

earnings

($)

  

All other

compensation

($)

  

Total

($)

 
Gregory Jackson
FY 2019 (1)
  0   0   0   0     0        0         0 
Chin Kha Foo
FY 2019
  0   0   0   0   0   0   0 
FY 2018  0   0   0   0   0   0   0 

(1)Mr. Jackson was appointed a Director, CEO, President, CFO and Secretary on August 9, 2019.
(2)Mr. Foo was appointed a Director and President/CEO/CFO on July 2, 2017and resigned on August 9, 2019

Compensation of Directors

Each Director that is not an officer is reimbursed the reasonable out-of-pocket expenses in connection with their travel to attend meetings of the Board of Directors. No payments were made to our current directors for the fiscal yearyears ended September 30, 2016:2019 and 2018.

 

Name and Fiscal Year Ended September 30, 2016

 

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 in FY 2016

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

50,000

 

 

 

50,000

 

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

 

Since November 1, 2015, we started paying Jun (Charlie) Huang, director, salary of $60,000 per year pursuant to an oral agreement. During fiscal year 2016, Charlie volunteered to skip one month of salary so that we paid about $50,000(SEK 433,680) totally. The term is for one year, and was renewed on Oct 1, 2016. It might be increased or decreased in subsequent periods based on Charlie's time and effort and on Company's overall performance.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

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

 

The following tables settable sets forth the ownership,information as of the dateRecord Date with respect to the beneficial ownership of this prospectus, of our common stockCommon Stock by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding common stock,Common Stock after the Closing Date (ii) our current directors, (iii) each person who will become a director on or after the tenth day following our mailing of this Information Statement, (iv) each of newly named executive officers and (v) all of our newly named 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.

 

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Table of Contents

The information presented below regarding beneficialBeneficial ownership of our voting securities has been presentedis determined 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.SEC. Except as otherwise indicated belowby footnote and under applicablesubject to community property laws, we believe thatwhere applicable, to our knowledge the beneficial owners of our common stock listedpersons named in the table below have sole voting and investment power with respect to all shares of Common Stock that are shown as beneficially owned by them. In computing the number of shares shown. The business addressof Common Stock owned by a person and the percentage ownership of that person, any such shares subject to options and warrants held by that person that are exercisable as 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

 

 

 

39.78%

 

 

 

 

 

 

 

 

 

Jiwen Zhang [1]

 

 

15,010,000

 

 

 

39.78%

 

 

 

 

 

 

 

 

 

Jun (Charlie) Huang

 

 

15,000,000

 

 

 

39.75%

 

 

 

 

 

 

 

 

 

Ross Rispens

 

 

75,000

 

 

 

0.20%

 

 

 

 

 

 

 

 

 

MinHang Wei

 

 

100,000

 

 

 

0.27%

 

 

 

 

 

 

 

 

 

ManYing Chen

 

 

50,000

 

 

 

0.13%

 

 

 

 

 

 

 

 

 

XinYu Wang

 

 

10,000

 

 

 

0.03%

 

 

 

 

 

 

 

 

 

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

 

 

30,245,000

 

 

 

80.15%

________________

[1]

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

This tableRecord Date or that will become exercisable within 60 days thereafter are deemed outstanding for purposes of that person’s percentage ownership but not deemed outstanding for purposes of computing the percentage ownership of any other person. The percent of class is based upon information derived from ouron 12,907,532 shares of common stock records.issued and outstanding as of the date of this report. Unless otherwise indicated, the mailing address of each individual is c/o Rayont Inc., 14, Jalan Penguasa B U1/53, Temasya Glenmarie, Shah Alam, Selangor, Malaysia 40150

Officers and Directors 

Shares of

Common stock

  Percentage 
       
Gregory Jackson  -0-   -0-%
         
All Officers and Directors as a Group (1)  -0-   -0-%

More than 5% Beneficial Owners:

Rural Asset Management Services, Inc.  5,132,000   39.8%
         
Anvia Holdings Corporation  3,000,000   23.2%
         
Ali Kasa  1,000,000   7.7%
         
Eagle Finances Ltd.  900.000   7.0%
         
Polar Ventures Limited  900,000   7.0%
         

Legal Proceedings

The Company is not aware of any legal proceedings in the footnotes to this table and subject to community property laws where applicable, eachwhich any director, officer, or any owner of record or beneficial owner of more than 5% of any class of voting securities of the shareholders namedCompany, or any affiliate of any such director, officer, affiliate of the Company, or security holder, or any person who will become a director upon completion of the transactions contemplated by the Agreement is a party, or any information that any such person is adverse to the Company or has a material interest adverse to the Company.


CORPORATE GOVERNANCE

The Board of Directors

As set forth in our Articles of Incorporation and Bylaws, all directors of the Company hold office until the next annual meeting of stockholders or until their successors have been duly elected and qualified. Other than as disclosed in this table has sole or shared voting and investment powerInformation Statement, to the knowledge of the Company, are no agreements with respect to the shares indicatedelection of directors. The Company’s executive officers serve at the discretion of the Board.

Code of Ethics

We have not adopted a written Code of Ethics at this time that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Board of Directors are reviewing the necessity of adopting such a document given we are still in the start-up exploration stage and have limited employees, officers and directors.

Nominating Committee

We do not have a Nominating Committee. Since our formation we have relied upon the personal relationships of our President to attract individuals to our Board of Directors. 

We do not have a policy regarding the consideration of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as beneficially owned. Except as set forth above, applicable percentageswe have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees.

Compensation Committee

We do not have a Compensation Committee. Our entire Board of Directors review and recommend the salaries, and benefits of all employees, consultants, directors and other individuals compensated by us.

Audit Committee

We do not have a standing Audit Committee. The functions of the Audit Committee are based upon 37,731,495 sharescurrently assumed by our Board of common stock outstanding as of December 1, 2016.Directors.

 

ItemITEM 13. Certain Relationships and Related Transactions, and Director Independence.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

Loans from Officers/ShareholdersDuring the year ended September 30, 2019, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.

 

As of September 30, 2016 and 2015, the officers loaned $ 32,565 and $46,474, respectively, to the Company for purchases and operating, and marketing expenses. The outstanding balance bears no interest, is due on demand and is not the subject of a written note or agreement.

19
Table of Contents

Director Independence

 

Our board of directors has determined that we do not have a board member that qualifies as "independent"“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.

Our Common Stock is traded on the OTCQB under the symbol “RAYT”. The OTC Bulletin Board electronic trading platform does not maintain any standards regarding the “independence” of the directors for our Board and we do not believe we are subject to the requirements of any national securities exchange or an inter-dealer quotation system with respect to the need to have any and/or a majority of our directors be independent.


ItemITEM 14. Principal Accountant Fees and ServicesPRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Enterprise CPATotal Asia Associates Plt was our independent auditor for the fiscal yearyears ended September 30, 2015. De Leon & Company P.A. was our independent auditor for the fiscal year ended September 30, 2016.2019 and 2018.

 

The following table shows the fees paid or accrued by us for the audit and other services provided by our auditors for fiscal years ended September 30, 20152019 and 2016,2018, respectively.

 

 

 

2015

 

 

2016

 

 

 

 

 

 

 

 

Audit Fees

 

$13,500

 

 

$17,500

 

Audit-Related Fees

 

 

-

 

 

 

 

 

Tax Fees

 

 

-

 

 

 

 

 

All Other Fees

 

 

-

 

 

 

-

 

Total

 

$13,500

 

 

$17,500

 

  2019  2018 
       
Audit Fees (i) Simon & Edward, LLP $    10,000 
Audit Fees (i) Total Asia Associates Plt $11,000     
Audit-Related Fees (ii)      - 
Tax Fees (iii) $    800 
All Other Fees (iv)      - 
Total $11,000  $10,800 

 

As defined by the SEC, (i) "audit fees"“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"“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“audit fees;" (iii) "tax fees"“tax fees” are fees for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning; and (iv) "all“all other fees"fees” are fees for products and services provided by our principal accountant, other than the services reported under "audit“audit fees," "audit-related” “audit-related fees," and "tax“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'auditors’ independence. The SEC'sSEC’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'sCommittee’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'sSEC’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. ExhibitsPART IV

 

Exhibit No.

Document Description

10.1

Agreement with Speedlight Consulting Services Inc.

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.ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

The following documents are exhibits to this report.

NumberDescription
 
2031.1
Certification of our President and Chief Executive Officer, under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2TableCertification of Contentsour Chief Financial Officer, under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of our President and Chief Executive Officer, under Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of our Chief Financial Officer, under Section 906 of the Sarbanes-Oxley Act of 2002.

 


SIGNATURES

 

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

 

A & C United Agriculture Developing Inc.

RAYONT INC.

July 12, 2017

Date: March 17, 2020

By:

/s/ Chin Kha FooGregory Jackson

Chin Kha Foo

Gregory Jackson

PrincipalPresident and

Chief 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 Report to be signed on our behalf by the undersigned, thereunto duly authorized, in Oak Brook IL on July 12, 2017.

Signature

Title

Date

/s/ Chin Kha Foo

Principal Executive Officer, Principal Accounting Officer and

July 12, 2017

Chin Kha Foo

Principal Financial Officer and Director

21

EXHIBIT INDEX

Exhibit No.

Document Description

10.1

Agreement with Speedlight Consulting services Inc.

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 tothis report has been signed below by the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933following persons on behalf of the Securities Exchange Act of 1934, whether made before or afterregistrant and in the date hereofcapacity and irrespective of any general incorporation language in any filings.on the dates indicated.

SignatureTitleDate
/s/ Gregory JacksonPrincipal Executive Officer & Principal
Gregory JacksonAccounting Officer & DirectorMarch 17, 2020


EXHIBIT INDEX

NumberDescription
31.1Certification of our President and Chief Executive Officer, under Section 302 of the Sarbanes -Oxley Act of 2002.
31.2Certification of our Chief Financial Officer, under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of our President and Chief Executive Officer, under Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of our Chief Financial Officer, under Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

16

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