Notes to Financial Statements
March 31, 2018
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Acro Biomedical Co., Ltd. (the “Company”) is a Nevada corporation incorporated on September 24, 2014 under the name Killer Waves Hawaii, Inc. On January 30, 2017, the Company’s corporate name was changed to Acro Biomedical Co., Ltd.
The Company has been engaged in the business of developing and marketing nutritional products that promote wellness and a healthy lifestyle. In this connection, the Company intends to conduct research and development on its own proprietary products based on cordyceps sinensis. Cordyceps is a fungus that is used in traditional Chinese medicine. The Company’s first sale was made in September 2017. The Company’s initial business plan was to build a family waterpark in a state-of-the-art designed aquatic center in several locations throughout the Hawaiian Islands. The Company was not able to develop this business and it did not generate any revenues in this business. Following a change of control on January 30, 2017, the Company discontinued its efforts to develop aquatic centers.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unaudited Interim Financial Statements
The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended September 30, 2017 have been omitted; these financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended September 30, 2017 included within the Company’s Annual Report on Form 10-K.
In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.
Certain amounts in last year’s financial statements have been reclassified to conform to current year presentation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Related Parties
The Company follows ASC 850, “
Related Party Disclosures,
” for the identification of related parties and disclosure of related party transactions.
Revenue Recognition
The Company recognizes revenue from the sale of products in accordance with ASC 605, “
Revenue Recognition.”
and ASC 606, “
Revenue From Contracts With Customers”
. The Company recognizes revenue only when all of the following criteria have been met:
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i)
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Persuasive evidence for an agreement exists;
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ii)
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Service has been provided;
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iii)
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The fee is fixed or determinable; and
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iv)
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Collection is reasonably assured.
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Under these criteria, this generally means that the Company recognizes revenue when its products are delivered to customers in accordance with the written sales terms.
May 2014, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) jointly issued a converged standard, Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606). Topic 606 addresses the recognition of revenue based upon the payment and performance obligations of the seller and buyer. Since the Company sells products with no contingent payment obligations and no obligations on its part subsequent to the delivery of products, the adoption of Topic 606 did not change the Company's revenue recognition.
Concentrations of Credit Risk
The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables that it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high creditworthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.
During the six months ended March 31, 2018, all revenue was derived from four sales contracts with one customer.
During the six months ended March 31, 2018, all purchases were derived from four purchase contracts with one supplier.
There was no revenue or purchases during the six months ended March 31, 2017.
Inventories
Inventories consist primarily of finished goods. Inventories are valued at the lower of cost or net realizable value. The Company determines cost on the basis of first-in, first-out methods. As of March 31, 2018 and September 30, 2017, the Company had $300,600 and $0 in inventories, respectively.
Deferred Revenue
Deferred revenue arises from payments received prior to delivery of products to the customer. As of March 31, 2018 and September 30, 2017, the Company had deferred revenue of $64,818 and $0, respectively.
Financial Instruments
The carrying values of our financial instruments, including cash and cash equivalents, inventories, prepaid inventories, prepaid expenses, accounts payable and accrued expenses and deferred revenue, approximate their fair values due to the short-term maturities of these financial instruments.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due to related parties due to their related party nature.
Recent Accounting Pronouncements
In March 2018, the FASB issued ASU 2018-05, “Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118”. This ASU adds SEC paragraphs pursuant to the SEC Staff Accounting Bulletin No. 118, which expresses the view of the staff regarding application of Topic 740, Income Taxes, in the reporting period that includes December 22, 2017 - the date on which the Tax Cuts and Jobs Act was signed into law. The amendments are effective upon addition to the FASB Accounting Standards Codification. The Company is currently evaluating the impact of the adoption of this guidance on its financial statements.
The Company’s management has considered all other recent accounting pronouncements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
NOTE 3 - INCOME TAXES
On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law including lowering the corporate tax rate from 34% to 21%. The new rate is effective for tax years beginning after December 31, 2017. Accordingly, the new rate does not apply to the year ending September 30, 2018. Since the entire net operating loss at September 30, 2017 was used up in the year ending September 30, 2018, the new tax legislation does not affect the way the Company can use and carry forward net operating losses, at least in the year ending September 30, 2018.
The reconciliation of income tax expense at the U.S. statutory rate of 34%, to the Company’s effective tax rate is as follows:
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Six Months Ended March 31,
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2018
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2017
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Income tax expense (benefit) at statutory rate
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$
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60,601
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$
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(10,151
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)
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Change of valuation allowance
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(32,042
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)
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10,151
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Income tax expense
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$
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28,559
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$
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-
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NOTE 4 - RELATED PARTY TRANSACTIONS
During the six months ended March 31, 2018, the Company’s chief executive officer paid a security deposit of $4,992 for the rent on behalf of the Company and a stockholder paid various expenses of $53,923 on behalf of the Company.
During the six months ended March 31, 2017, the Company (i) borrowed $8,710 from its chief executive officer, (ii) borrowed $20,751 from its former chief executive officer and (iii) repaid $2,379 to the former chief executive officer. On January 30, 2017, in connection with the sale by the former chief executive officer of his stock, a non-interest bearing demand loan of $28,372, was cancelled by the former chief executive officer and recorded as additional paid-in capital.
As of March 31, 2018 and September 30, 2017, the Company had due to related parties of $95,294 and $36,379, respectively.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
On November 30, 2017, the Company entered into a lease agreement to rent a storage place in Hong Kong for a two-year term at HK$19,500 (approximately $2,500) per month. The Company paid $4,992 (HK$39,000) as a security deposit. For the three and six months ended March 31, 2018, the Company incurred $7,533 and $10,053 rent expense, respectively. There were no rent expense incurred in the three and six months ended March 31, 2017.
NOTE 6 -
SUBSEQUENT EVENTS
The Company has evaluated subsequent events that have occurred after the date of the balance sheet through the date of issuance of these financial statements and determined that no subsequent event requires recognition or disclosure to the financial statements.