0001622996false--12-31FY20240.0012500000000001000000000.001600420006004200060042000falsefalsefalsefalse2000001100P2YP2Y00016229962024-01-012024-12-310001622996acro:LeaseAgreementMemberacro:HongKongsMember2023-10-302023-11-010001622996acro:LeaseAgreementMemberacro:HongKongsMember2023-11-010001622996acro:LeaseAgreementMemberacro:HongKongsMember2021-11-030001622996acro:LeaseAgreementMemberacro:HongKongsMember2021-11-012021-11-030001622996acro:MinorityStockholderMember2024-01-012024-12-310001622996acro:MinorityStockholderMember2023-01-012023-12-310001622996acro:CEOMember2023-12-310001622996acro:CEOMember2024-12-310001622996acro:TwoThousandTwentyEquityIncentivePlanMember2024-01-012024-12-310001622996acro:AugustTwentyThreeTwentyTwentyOneMemberacro:TwoThousandTwentyEquityIncentivePlanMember2024-12-310001622996acro:AugustTwentyThreeTwentyTwentyOneMember2024-01-012024-12-310001622996acro:MayTwentyFiveTwentyTwentyOneMember2024-01-012024-12-310001622996acro:AugustTwentyThreeTwentyTwentyOneMember2024-12-310001622996acro:MayTwentyFiveTwentyTwentyOneMember2024-12-310001622996us-gaap:RetainedEarningsMember2024-12-310001622996acro:DeferredStockCompensationMember2024-12-310001622996us-gaap:AdditionalPaidInCapitalMember2024-12-310001622996us-gaap:CommonStockMember2024-12-310001622996us-gaap:PreferredStockMember2024-12-310001622996us-gaap:RetainedEarningsMember2024-01-012024-12-310001622996acro:DeferredStockCompensationMember2024-01-012024-12-310001622996us-gaap:AdditionalPaidInCapitalMember2024-01-012024-12-310001622996us-gaap:CommonStockMember2024-01-012024-12-310001622996us-gaap:PreferredStockMember2024-01-012024-12-310001622996us-gaap:RetainedEarningsMember2023-12-310001622996acro:DeferredStockCompensationMember2023-12-310001622996us-gaap:AdditionalPaidInCapitalMember2023-12-310001622996us-gaap:CommonStockMember2023-12-310001622996us-gaap:PreferredStockMember2023-12-310001622996us-gaap:RetainedEarningsMember2023-01-012023-12-310001622996acro:DeferredStockCompensationMember2023-01-012023-12-310001622996us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-310001622996us-gaap:CommonStockMember2023-01-012023-12-310001622996us-gaap:PreferredStockMember2023-01-012023-12-3100016229962022-12-310001622996us-gaap:RetainedEarningsMember2022-12-310001622996acro:DeferredStockCompensationMember2022-12-310001622996us-gaap:AdditionalPaidInCapitalMember2022-12-310001622996us-gaap:CommonStockMember2022-12-310001622996us-gaap:PreferredStockMember2022-12-3100016229962023-01-012023-12-3100016229962023-12-3100016229962024-12-3100016229962025-07-2400016229962024-06-30iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesxbrli:pure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the year ended December 31, 2024

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-55643

ACRO BIOMEDICAL CO., LTD.

(Exact name of registrant as specified in its charter)

Nevada		47-1950356
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

12175 Visionary Way, Suite 1160; Fishers, Indiana 46038

(Address of principal executive offices)

Registrant’s telephone number, including area code: (317) 286-6788

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.001 per share

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

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

Indicate by check mark whether the registrant (1) 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 ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this From 10-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. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☐

If an emerging growth company, indicate by a 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 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $21,029. The common stock is on the OTC Markets Expert Market and is not eligible for quotations. The price is based on the most recent trade reported on the OTC Markets website, which was $0.0007 on July 15, 2024.

As of July 24 , 2025, the registrant had 60,042,000 shares of common stock outstanding.

TABLE OF CONTENTS

		Page
PART I

Item 1.	Business	5
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	16
Item 1C	Cybersecurity	16
Item 2.	Properties	17
Item 3.	Legal Proceedings	17
Item 4.	Mine Safety Disclosures	17

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 6.	[Reserved]	18
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 8.	Financial Statements and Supplementary Data	22
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	22
Item 9A.	Controls and Procedures	23
Item 9B.	Other Information	24
Item 9C	Disclosure Regarding Foreign Jurisdiction that Prevent Inspection	24

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	25
Item 11.	Executive Compensation	26
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	26
Item 13.	Certain Relationships and Related Transactions, and Director Independence	27
Item 14.	Principal Accounting Fees and Services	27

PART IV

Item 15.	Exhibits and Financial Statement Schedules	28
Item 16.	Form 10-K Summary	28

As used in this report, the terms “we,” “us,” “our,” and words of like import, and the “Company” refers to Acro Biomedical Co., Ltd., unless the context indicates otherwise.

Table of Contents

NOTE REGARDING FORWARD LOOKING STATEMENTS

This annual report on Form 10-K contain “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward looking statement can be guaranteed and actual future results may vary materially.

These risks and uncertainties, many of which are beyond our control, include, and are not limited to:

	·	Our ability to recommence our business and generate any revenue and gross profit from the sale of our products since we have not generated any revenue subsequent to December 31, 2022 through the date of this annual report.

	·	Whether we will seek to develop any nutritional products based on cordyceps sinensis, of which our initial proposed product was to be a cordyceps-infused chicken feed, which we had not been able to develop and which development effort ceased upon the termination of the agreements with the consultants who were engaged to work on the development and marketing of such proposed product, and whether we will commence any new development efforts either for this proposed product or any other product.

	·	If we are able to develop a product, our ability to develop and implement any successful marketing program, which would require the establishment of a marketing organization, which we do not presently have, since all of our sales were made by our chief executive officer.

	·	The extent to which there is a market for products such as our proposed products in the United States, and our ability to address any market which may develop;

	·	If we are successful in developing a cordyceps-infused chicken feed and establishing a marketing organization, our ability to satisfy chicken farmers and distributors of chicken feed products that our cordyceps-infused chicken feed is safe for the health of the chickens and the health of the people who eat the chicken and the eggs and can be purchased at a reasonable cost along with our ability to negotiate an agreements with animal feed distributors to carry our products in sufficient quantity to enable us to operate profitably;

	·	Our ability to obtain the significant funding that we expect to require to develop and implement our business particularly in view our common stock being on the OTC Market Group’s Expert Market, which means that market makers cannot quote prices for our common stock.

	·	Since our end user market for our products has previously been to end users in China and Hong Kong, our ability to develop and market products that would be attractive to consumers in this market.

	·	Our ability to obtain any necessary regulatory approval necessary for us to market and sell any products we may develop or sell and to comply with applicable regulatory requirements;

	·	Our ability to generate a gross profit sufficient to cover our operating expenses;

	·	Our ability to develop a customer base so that we are not dependent upon a small number of customers for all of our revenues, two of which accounted for 100% of revenue for 2022 and 91.7% of revenue for 2021;

Table of Contents

	·	Our ability to collect accounts receivables.

	·	Our ability to obtain products from suppliers on reasonable terms and in a timely manner;

	·	Our ability to obtain any necessary regulatory approval necessary for us to market and sell our products and to comply with applicable regulatory requirements;
	·	Our ability to identify, hire and retain qualified executive, administrative, research and development, marketing and other personnel;

	·	Our ability to develop and maintain third-party manufacturing facilities for any product we may develop or if we are unable to maintain third-party manufacturing facilities, to the extent that we manufacture products, our ability to establish and maintain manufacturing facilities that comply with all applicable government regulations for any products which we may develop or manufacture;

	·	The ability and willingness of any third-party manufacturer that we engage for any products we may develop to meet our and our customers quality standards and delivery requirement;

	·	Our ability to establish effective marketing and distribution arrangements;

	·	Our ability and the ability of our suppliers to comply with government regulations relating to the manufacture, sale and marketing of our products;

	·	Any liability we may sustain as a result of adverse effects resulting from the use of the products we sell and any product recalls;

	·	Any liability we may sustain as a result of either impurities or other problems relating to products we sell or adverse reactions to our products;

	·	Our ability to protect any intellectual property we may develop;

	·	Any infringement or claim of infringement which may be made if we develop our own products and our ability to defend and have the resources to defend any infringement action which may be brought against us;

	·	The effects on our reputation or financial condition of any product recall, whether required or voluntary;

	·	The effects of fluctuation of our sales on our operating results and on our ability to order products to meet the changing needs of the market;

	·	The effects of any litigation which may arise concerning the use of our products;

	·	The costs associated with defending and resolving potential legal claims, even if such claims are without merit;

	·	The effects on our financial condition, operating results and reputation of any adverse reactions which users of our products may sustain;

	·	Any liability we may sustain as a result of any impurities in any products we may sell;

	·	The development of a market for our common stock, which is currently traded on the OTC Expert Market, and stock on the Expert Market are eligible for unsolicited quotes, as a result of which there are no market makers for our common stock;

	·	If, once we are current in our SEC filings, our common stock is traded on a market other than the Expert Market and a market in our common stock develops, actions by third parties to either sell or purchase our common stock in quantities may have a significant effect on our stock price;

	·	Risks generally associated with products that are considered nutritional supplements;

	·	Current and future economic and political conditions including inflation and supply side issues;

	·	Other assumptions described in this report; and

	·	Other matters that are not within our control.

Table of Contents

The forward-looking statements in this annual report speak only as of the date of this annual report and you should not place undue reliance on any forward-looking statements. Forward-looking statements are subject to certain events, risks, and uncertainties that may be outside of our control. When considering forward-looking statements, you should carefully review the risks, uncertainties and other cautionary statements in this annual report as they identify certain important factors that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. These factors include, among others, the risks described under in this annual report, including those described under “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in other reports and documents we file with the SEC. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements.

Item 1. Business

Since January 30, 2017, following a change of control, our business has been the development and marketing nutritional products that promote wellness and a healthy lifestyle. Our revenue to date has resulted from the purchase of products from three suppliers in the Republic of China (Taiwan), one of which accounted for all of our purchases in the year ended December 31, 2022. We have not generated any revenue in the second and third quarters of 2022 and subsequent to December 31, 2022 through the date of this annual report, and we did not purchase any inventory since the second quarter of 2022.

Substantially all of our sales to date have been sales of cordyceps related products. Cordyceps is a fungus that is used in traditional Chinese medicine. Cordyceps sinensis has been described as a medicine in old Chinese medical books and Tibetan medicine. It is a rare combination of a caterpillar and a fungus and found at altitudes above 4500m in Sikkim. We may also seek to market other products which we see as complimentary to our present products; however, we have not entered into negotiations with respect to the distribution of other products and we cannot assure you that we will be able to market any other products. In the quarter ended June 30, 2018, we sold metallothionein MT-3 elizer. We do consider metallothionein MT-as part of our business.

In May and August 2021, we engaged consultants to work with us in various aspects of product development and marketing for a proposed product – cordyceps-based chicken feed – pursuant to consulting agreements. Because of our lack of funds, we compensated our consultants through the issuance of stock. We issued 6,776,000 shares of common stock on May 25, 2021 and 5,506,000 shares of common stock on August 23, 2021 to consultants as stock grants pursuant to agreements with the consultants. The agreements provide for the consultants to perform services described in the contracts, which include research and development and marketing services for the two-year period commencing May 25, 2021 and August 23, 2021, respectively. The shares were valued at $19,311,600 and $12,113,200, based on the market price of the common stock on the respective dates of the agreements and were amortized over the two-year terms of the consulting agreement. During the year ended December 31, 2023 we recorded stock-based compensation of $8,060,983. The agreements expired in May and August 2023, and at December 31, 2023, the value of the stock compensation was fully amortized, as a result of which there was no stock-based compensation in 2024. The development effort did not generate a marketable product.

Table of Contents

Our business plan is in the preliminary stages, and we will require significant funding to implement our business plan, with no assurance that we can or will be successful in developing and implementing our business plan. If we are not able to implement our business plan, our business may be materially impaired. We have no plans to recommence the development effort for a cordyceps-based chicken feed, although we may seek to recommence this development effort or seek to develop another product. Our revenue to date has resulted from the purchase of inventory and selling the products to customers who we believe either sell the product in the form purchased from us or use it as an ingredient in their own product. We cannot assure you that we will seek to develop our proposed cordyceps-based chicken feed product or any other product or that any development efforts we may commence will result in a marketable product. Although we intend to recommence our operations, we cannot give any assurance that we will be successful in these efforts.

All of our marketing and sales activities to date have been conducted by our chief executive officer, Pao-Chi Chu, who is our only employee and who provides his services on a part-time basis. All sales to date were made by Mr. Chu. We have not had any sales subsequent to December 31, 2022 through the date of this annual report.

At December 31, 2024, we had nominal cash, no accounts receivable and no inventory. Of the accounts receivable at December 31, 2022 of $638,500, we collected $158,500 in 2023 and we determined that $480,000 was not collectible and in 2023 we recognized a provision for doubtful account in the amount of $480,000. We also recognized a provision for an inventory deposit write-off of $12,000. Although we may seek to raise funds in the equity market, we have no agreements or understandings with respect to any funding and we can give no assurance as to the availability or terms of any such financing. Because of our financial condition, the lack of sales since December 31, 2022, along with the absence of an active market for our stock and our stock being traded on the OTC Market Group’s Expert Market, which means that our common stock is not eligible for proprietary broker-deal quotes, with the result that there are no published quotes for our common stock, together with risk related to political and legal situation in Hong Kong, it may be difficult for us to raise funds in the equity market, and, if we are able to raise funds our stockholders will suffer significant dilution.

Our sole source of financing since January 1, 2021 has been primarily from a minority stockholder and, to a lesser extent, from our chief executive officer. We cannot give any assurance that our chief executive officer or the minority stockholder will continue to fund our operations, and we may not be able to recommence our operations without such funding. We are continuing to rely on advances from the minority stockholder.

Our Organization

We are a Nevada corporation incorporated on September 24, 2014 under the name Killer Waves Hawaii, Inc. On January 30, 2017, following a change of control, we changed our corporate name to Acro Biomedical Co., Ltd. Our address is 12175 Visionary Way, Suite 1160, Fishers, Indiana 46038, telephone (317) 286-6788. Our corporate website is http://acrobiomedicalco.com, which is presently under construction. Information on or derived from our website or any other website or any social media is not part of this annual report.

Inflation and Supply Chain Disruption

After years of relatively low inflation, in recent years, countries throughout the world, including Asia, have been subject to inflation at a rate significantly higher than in prior periods. We expect that both the inflationary pressures and supply chain disruption that affect other industries will affect us. These factors may result in delays in receipt of products we order, and increased costs which we may not be able to pass on to consumers. Both our cost of inventory and the prices we can charge for products increased as a result of inflation. We cannot assure you that our business will not be materially impaired by inflationary and supply chain disruption, and, if we seek to sell products to customers in the United States, to increased tariffs, even though we have not sold products in the United States. Since we did not make any sales or purchase any inventory during the years ended December 31, 2024 and December 31, 2023 or for any periods subsequent to December 31, 2024, we cannot evaluate the effects of inflation or supply chain issues on the price at which we sell products or the cost of our inventory.

Table of Contents

Residual Effects of COVID-19

Our recent inability to generate sales partially resulted from the aftereffects of the COVID-19 restrictions of the Chinese government. Our customers suffered tremendous financial losses due to COVID-19 and the Chinese government’s Zero-COVID policy. Our customers sold their products into China and the Chinese economy was having difficulty in bouncing back. We believe these factors affected the ability of our customer to pay for the products purchased from us which resulted in the $480,000 bad debt reserve for accounts receivable in the year ended December 31, 2023.

Government Regulations

In the event that we seek to market and sell our products in the United States, we will be subject to various laws and regulations. The United States Federal Food, Drug, and Cosmetic Act defines a dietary ingredient as a vitamin, mineral, herb or other botanical, amino acid, dietary substance for use by man to supplement the diet by increasing the total dietary intake, or a concentrate, metabolite, constituent, extract, or combination of the preceding substances. Unlike drugs, supplements are not intended to treat, diagnose, prevent, or cure diseases, which means that supplements cannot make claims as to health benefits. Claims like these can only legitimately be made for drugs, not dietary supplements. Dietary supplements include such ingredients as vitamins, minerals, herbs, amino acids, and enzymes. Dietary supplements are marketed in forms such as tablets, capsules, softgels, gelcaps, powders, and liquids. Cordyceps is considered a dietary supplement.

The United States Food and Drug Administration regulates both finished dietary supplement products and dietary ingredients. The FDA regulates dietary supplements under a different set of regulations than those covering “conventional” foods and drug products. Under the Dietary Supplement Health and Education Act of 1994, manufacturers and distributors of dietary supplements and dietary ingredients are prohibited from marketing products that are adulterated or misbranded. That means that these firms are responsible for evaluating the safety and labeling of their products before marketing to ensure that they meet all the requirements of Dietary Supplement Health and Education Act and FDA regulations. The FDA is responsible for taking action against any adulterated or misbranded dietary supplement product after it reaches the market.

The Dietary Supplement and Nonprescription Drug Consumer Protection Act requires manufacturers, packers or distributors whose name appears on the product label of a dietary supplement to include contact information on the product label for consumers to use in reporting adverse events associated with the product’s use and to notify the FDA of any serious adverse event report within 15 business days of receiving such report. However, the reporting of an event is not an admission that the product caused the adverse event.

If we engage in business in the United States, we will be subject to a variety of other regulations, including those relating to health, safety, bioterrorism, environmental, cybersecurity, taxes, labor and employment, import and export, and environmental. These regulations may require significant financial and operational resources to ensure compliance, and we cannot assure you we will be able to be in compliance.

We do not presently sell products for retail sale to consumers although we may, to the extent that we implement our proposed business plan, develop products which are designed and packaged for consumer use. Our customers presently purchase our products in bulk and may use our products as ingredients in their products. Countries into which our products are sold have regulations relating to the marketing, labeling and claims for dietary supplements. Since we do not presently sell products in form for use by consumers, our customers, who are not consumers, must comply with applicable government regulations. Our recent former customers are located in Taiwan or Hong Kong, which have laws concerning the ingredients in products sold for consumption, including the purity of the ingredients. If products which include our products as ingredients are sold in Hong Kong or any other country, the products may be subject to the food and supplement regulations of the country. We do not make any of the products we sell. To the extent a claim arises either as a result of the use by a consumer of products which contain our ingredients or a government agency raises questions about the purity of ingredients purchased from us, we may incur liability for any adverse reactions to the products purchased by consumers or failures of our products to conform to the stated purity of our products and we cannot assure you that we will be able to claim over against our supplier. If we sell products that are designed and packaged for use by consumers, we may be subject to laws relating to such products, including the purity and labeling of the products and any other regulations that may be applicable.

Table of Contents

If we sell products for consumer use in any country, we will be subject to the laws of that country. Each country has laws relating to products that are marketed as dietary supplements, including laws relating to the products and which describe the extent that products subject to the applicable laws, including the purity of the ingredients and marketing and labeling of products. We will need to comply with all applicable regulations and we may not be permitted to sell products in a country unless we have received prior approval from the applicable government agency.

When we sold our products, are products were sold to distributors, and it is the responsibility of our customers to comply with applicable regulations in the countries in which they sell products, including Taiwan, China and Hong Kong.

To the extent that we either manufacture our product or have our product manufactured by a third party, we intend to use a third party for inspection, verification, testing and certification services.

Research and Development

We incurred research and development expenses of approximately $4.8 million in 2023, which reflects the amortization of equity compensation paid to our consultants whose services related to the development of our proposed chicken feed product. We have not engaged in research and development activities since the expiration of the contracts with our consultants in August 2023. Accordingly, we did not incur any research and development expense in 2024.

Intellectual Property Rights

We do not have any patent or other intellectual property rights with respect to any products.

Competition

A number of companies market and sell cordyceps products in the United States, including Real Mushrooms, Bulk Supplements, Terrasoul SuperFoods; Mental Refreshment Nutrition, NOW Foods, Aloha Medicinals, Natures Elements and Swanson Premium, and many companies market cordyceps in Asia. These products include cordyceps extract as well as products that include cordyceps along with other ingredients. Many, if not all, of these companies are better known and better capitalized than we are, and we cannot assure you that we will be able to compete successfully with these and other existing suppliers of cordyceps. There are a few companies that offer cordyceps in chicken feed. We believe that the market for this product is relatively small since cordyceps is extremely expensive and is usually used for human consumption. While cordyceps is considered a high price product, there are varying degrees of product, with the higher quality selling at higher prices. Cheaper products with lower quality that the products we sell are and have always been available in China. Although we believe there is a market for high quality product, we cannot give any assurance that if we continue the development of our proposed product or any other products which use our product as an ingredient are not priced at a level above that which a Chinese consumer will pay.

Employees

We have one employee, our chief executive officer and chief financial officer, Pao-Chi Chu, who works for us on a part-time basis.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included in this report before making an investment decision with regard to our securities. The statements contained in this report include forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. The risks set forth below are not the only risks facing us. Additional risks and uncertainties may exist that could also adversely affect our business, prospects or operations. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or a significant part of your investment.

Table of Contents

We have not generated any revenues subsequent to December 31, 2022 through the date of this annual report, we are operating at a loss, and we cannot assure you that we can or will ever generate revenue or operate profitably.

For the years ended December 31, 2024 and 2023, we incurred losses of approximately $42,000 and $8.8 million on no revenue. We have not generated any revenue subsequent to December 31, 2022 through the date of this annual report. We will not be able to operate profitably until and unless we are able to generate sufficient revenue so that our gross profit can cover our operating expenses. We cannot assure you that we be able to operate at a profit. We do not have any full-time employees and our chief executive officer, who provides his services on a part-time basis, has not received any salary. If we increase our operations and engage in selling, marketing and research and development activities, we will incur significant selling, general and administrative expenses. Unless we can generate significant revenue and gross profit we may not be able to operate profitably. The lack of an active trading market in our common stock combined with our lack of sales can materially impair our ability to raise money through the sale of equity or debt securities. We cannot assure you that we can or will ever operate profitably.

We require significant funding for us to conduct our business.

At December 31, 2024, we had nominal cash, no accounts receivable and no inventory. Although we may seek to raise funds in the equity market, we have no agreements or understandings with respect to any funding,. and we can give no assurance as to the availability or terms of any such financing. Because of our financial condition, the lack of sales subsequent to December 31, 2022 through the date of this annual report, along with the absence of an active market for our stock and our stock being traded on the OTC Market Group’s Expert Market, which means that our common stock is not eligible for proprietary broker-deal quotes, with the result that there are no published quotes for our common stock, together with risk related to political and legal situation in Hong Kong, it may be difficult for us to raise funds in the equity market, and, if we are able to raise funds our stockholders may suffer significant dilution. All of our funding, which was used for working capital, since January 1, 2021 has been in the form of advances from a minority stockholder and, to a lesser extent, from our chief executive officer. We cannot assure you that they will continue to fund our operations.

We incurred significant research and development expenses and such research and development did not result in a marketable product.

A key element in the loss for both 2023 and 2022 is stock-based compensation relating to research and development and marketing of approximately $8.1 million in 2023 and approximately $15.7 million in 2022, reflecting the amortized portion of the value of common stock issued in 2021 to consultants for research and development and selling, general and administrative services relating to our proposed chicken feed product. The deferred stock compensation is fully amortized at December 31, 2023, and, accordingly, there was no amortization during 2024.

Our financial statements include a going concern paragraph.

Our financial statements for the year ended December 31, 2024 include a going concern paragraph. We had minimal cash at December 31, 2024 and no revenues or gross profit for the year ended December 31, 2024, we incurred a loss of approximately $42,000 and $8.8 million for the years ended December 31, 2024 and 2023, respectively, had negative cash flow from operations for the years ended December 31, 2024 and 2023, has not actively engaged in its business subsequent to the year ended December 31, 2022, and did not generate any products from its research and development activities. Further, our common stock is presently on the OTC Market Group’s Expert Market, which means that our common stock is not eligible for proprietary broker-deal quotes, with the result that there are no published quotes for our common stock. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Table of Contents

If we are not able to generate revenue and develop a customer base, we may not be able to operate profitably.

Through December 31, 2022, our revenue was derived from a small number of customers. During 2022 and 2021 two customers accounted for 100% and 91.7% of our revenue. In 2023, we determined that accounts receivable from sales made in 2022 were uncollectible and we incurred a $480,000 bad debt reserve for accounts receivable 2023. During 2021, we also has sales to one other customer. Our customers were based in Taiwan and Hong Kong. We do not have any agreement with any customers, and, if we are able to sell products, the customers may cease purchasing from us at any time and for any reason. Unless we are successful in generating revenue from a larger customer base than our past experience, our ability to operate will be impaired. Further, we believe that the nature of the market is such that we have little ability to improve our gross margin.

Our revenue has been impaired by Chinese government’s efforts to politically stabilize Hong Kong and the effects of China’s COVID-19 restrictions.

Prior to 2019, our revenue was derived from Hong Kong-based customers, one of which was a customer in 2021. We believe that one factor was the political instability in Hong Kong, which had affected our customers’ ability to sell products into the People’s Republic of China and their purchases from us in the past. Although we believe that the political climate in Hong Kong has improved, we cannot be certain that this will continue to be the case. Our inability to generate sales partially resulted from the aftereffects of the COVID-19 restrictions of the Chinese government. Our customers suffered tremendous financial losses due to COVID-19 and the Chinese government’s Zero-COVID policy. Our customers sold their products into China and the Chinese economy was having difficulty in bouncing back. We believe these factors affected the ability of our customer to pay for the products purchased from us which resulted in the $480,000 bad debt reserve for accounts receivable in 2023. We cannot assure you that these factors will not affect our ability to develop business.

Outbreaks of communicable diseases, natural disasters or other events have materially and adversely affected, and in the future, may materially and adversely affect our business, results of operations and financial condition.

Our business could be adversely affected by the effects of communicable diseases and epidemics. In recent years, there have been breakouts of epidemics in China and globally. In early 2020, there was a worldwide outbreak of a novel strain of coronavirus, later named COVID-19. The outbreak of COVID-19 severely impacted China and the rest of the world. In response to intensifying efforts to contain the spread of the coronavirus, in 2020, the Chinese government took a number of actions, which included extending the Chinese New Year holiday, temporary closure of corporate offices, retail outlets and manufacturing facilities, quarantining individuals in China who had COVID-19, asking citizens to remain at home and to avoid gathering in public, and other actions. Until recently, China imposed a Zero-COVID policy which resulted in lockdown in major cities and in provinces. These actions resulted in a significant decline in the market for cordyceps products from our customers. The extent that our customers and their customers are affected by the aftereffects of the COVID-19 government restrictions may affect our ability to market or products and generate revenue from our products, and our financial condition and cash flows. Our business could also be disrupted by outbreaks of H1N1 flu, avian flu or another epidemic. We are also vulnerable to natural disasters and other calamities that may affect our supplier and may affect us when we establish our own manufacturing facilities.

If we sell products or commence operations in the United States, we would be subject to government regulations in the United States.

If we sell products or commence operations in the United States, we would be subject to FDA regulations under the Dietary Supplement Health and Education Act, which generally provides a regulatory framework to help ensure safe, quality dietary supplements and the dissemination of accurate information about our products. The FDA does not generally regulate active ingredients in dietary supplements in the same manner as it regulates drugs unless the product makes claims, such as claims that a product may heal, mitigate, cure or prevent an illness, disease or malady, that may result in the product being subject to the restrictions and regulations imposed on drugs. If we commence operations in the United States, we would also be subject to government regulations that apply to business in general, including those relating to health, safety, bioterrorism, taxes, labor and employment, import and export, and the environment. At present, we do not have any business activities in the United States that require compliance with these regulations. However, at such time as we commence business in the United States, we may incur significant costs to comply with such regulations, and we cannot assure you we will be able to be in compliance. Other countries in which we may operate may have similar regulations, and, to the extent that we conduct business or sell products in these countries, we will be subject to those regulations.

Table of Contents

If we sell our products to customers in Taiwan and Hong Kong, which was customer base, we may be subject Taiwan and Hong Kong laws and regulations relating to our products.

We do not sell products for retail sale to consumers. Our customers purchase our products in bulk and use our products as ingredients in their products or they sell the products to customers. Countries into which our products are sold have regulations relating to the marketing, labeling and claims for dietary supplements. Since we do not sell products in form for use by consumers, our customers must comply with applicable government regulations. Our present customers are located in Taiwan and Hong Kong, which have laws concerning the ingredients in products sold for consumption, including the purity of the ingredients. If products which include our products as ingredients are sold in Taiwan, Hong Kong or any other country, including the PRC, the products may be subject to the food and supplement regulations of that country. We do not make any of the products we sell. To the extent a claim arises either as a result of the use by a consumer of products which contain our ingredients or a government agency raises questions about the purity of ingredients purchased from us, we may incur liability for any adverse reactions to the products purchased by consumers or failures of our products to conform to the stated purity of our products and we cannot assure you that we will be able to claim over against our supplier. Although we do not sell products in Taiwan, Hong Kong or any other country, we may be subject to liability or penalties in the event that our products do not have the purity which we claim We may, in the future, sell products that are designed and packaged for use by consumers, in which event we will be subject to laws relating to such products, including the purity and labeling of the products and any other regulations that may be applicable in the country in which the products are sold.

If we develop a chicken feed product, which would be used by chicken farmers to feed their chicken, we may be subject to government regulations.

We have been working on the development of a cordyceps-based ingredient for chicken feed which would be included as part of the chicken’s diet. The cordyceps in the chicken feed product is the same as cordyceps sold for human consumption and is treated as Chinese traditional medicine. To the extent that any of our products requires government approval, it is the responsibility of the manufacture to satisfy the government agency as to its compliance with applicable regulations, and our product would need to be manufactured in a government-approved manufacturing facility.

We need to develop additional sources of supply.

Our revenue to date has been derived from the sale of products purchased from three suppliers. We did not purchase any inventory since the second quarter of 2022. We do not have any long-term agreements with any suppliers, and, accordingly, our suppliers have no contractual obligation to sell us products at a price which would enable us to generate an acceptable gross margin, if at all. We will need to develop sources of supply for both raw materials and any finished products which we may sell. Although we believe that sources of supply of both raw materials and finished products are available, any difficulty or delay in identifying and entering into supply arrangements with suppliers could impair both our gross margins and our ability to operate profitably. Further, any shortage of raw materials or interruption of supply could also result in higher prices for those materials which we may be unable to pass on to our customers. We cannot assure you that, if we develop our business, our suppliers will provide us with the quality of raw materials we need or the quantities we request or at a price we consider to be reasonable. Because we do not control the actual production of these raw materials, we are also subject to delays caused by interruption in production of materials based on conditions outside of our control, including weather, transportation interruptions, strikes, terrorism, natural disasters, or other catastrophic events.

We need to develop and maintain marketing and distribution channels.

We presently do not have any marketing or distribution arrangements. All of our sales to date were made by our chief executive officer who is not a full-time employee. Unless we are able to hire qualified sales and marketing personnel and develop distribution channels to market and sell any products which we sell, we will not be able to generate sufficient revenue to enable us to operate profitably. We cannot assure you that we will be able to develop and maintain effective marketing and distribution channels or to operate profitably.

Table of Contents

We do not have product liability insurance to protect us against any claims we may sustain.

We do not have any product liability insurance. Regardless of whether we manufacture products, we could face significant liabilities due to claims that the use of products we sell caused adverse reactions, regardless of whether we have the product manufactured for us or we purchase the product from a suppliers. We could be exposed to liability based on claims that, among others: our products contain contaminants; we provide consumers with inadequate instructions about product use; or we provide inadequate warning about side effects or interactions of our products with other substances. Even if we were to prevail in any such claims, the cost of litigation and settlement could be significant and could exceed any product liability coverage we may have. Although we intend to require any contract manufacturers to maintain product liability insurance, we cannot assure you that they will have adequate, if any, product liability insurance coverage. Since we do not have supply agreements with our present suppliers, we would have no contractual recourse against the suppliers in the event of any users should suffer adverse events following the use of products sold by us. In addition, as we are presently test marketing our chicken feed product with a small number of chicken farmers, we cannot assure you that we will develop a marketable product and we may be subject to claims from the chicken farmers if they believe that their chicken fell ill from our product.

The market for our products is very competitive, and we may not be able to compete successfully.

The cordyceps market is highly competitive and a number of products are readily available. Most, if not all, of our competitors are substantially larger and have greater financial resources and name recognition than we do. Further, new products which may be developed or sold may increase the competitiveness of the market. We anticipate that we will be dependent, at least initially, primarily on cordyceps products. Many of our competitors offer a range of products and are not dependent on a market for cordyceps products, which can protect them in the event that the market for cordyceps products declines. Furthermore, cordyceps is a relatively expensive product, and our customer’s products compete with cheaper products which may not have the same degree of purity as our products, which may affect the market for our products. If we develop a chicken feed products, we would compete with a number of major companies that manufacture chicken feed products, including products which are intended to improve the quality of the eggs and/or the heath of the chickens. We cannot assure you that, if we develop a chicken feed product, we will be able to generate any significant revenue from the product.

We have not conducted any study of the potential market for cordyceps-based in the United States and we cannot assure you that there is a significant market for these products in the United States.

Although we have a general familiarity with the market for cordyceps products in Asia, we may consider the sale of these products in the United States and possibly countries where there is a large Asian population. We have not conducted any study as to the market for cordyceps products in the United States and we cannot assure you that there is any significant market. Unless there is a significant market in the United States, we may not be able to operate profitably. We cannot assure you that there is a sufficient market in the United States to enable us to compete effectively or operate profitably or that, if a market exists for products of the type we sell, that we will be able to market our products successfully. If we do contemplate entering the United States market we will require substantial funding before we can commence any such efforts.

The market for cordyceps products, including any chicken feed product we may develop may be affected by recalls or successful litigation arising from claimed adverse reactions to products.

Any recall or lawsuits arising out of adverse reactions or perceived adverse reactions to cordyceps products or any chicken feed product we may develop and market or unfavorable comments in the press or social media could impair the market for our products, even if the recall, adverse reaction or unfavorable comments related to products manufactured and sold by other companies.

The market for our products may be dependent on public tastes, which can rapidly change.

The market for any type of supplements, including supplements used in animal feed, is subject to change in public tastes, which changes may be based on the factors described in the preceding Risk Factor or other changes in taste not relating to any specific incident or problem. Since our business plan is presently limited to cordyceps products, we will be impacted more severely by changes in tastes than we would if we offered a range of different dietary supplements. We cannot assure you that we will be able to develop, offer and sell any products other than cordyceps-based products or that any market for cordyceps that may exist will continue.

Table of Contents

We may not be successful in any research and development activities in which we may engage.

We engaged in research and development with respect to our proposed chicken feed products. The consultants who performed such services as well are related selling, general and administrative services plan performed the services pursuant to agreements which terminated in 2023. These services did not result in a marketable product We cannot assure you that we will pursuant any product development activities or that, if we do, that we will be successful in developing any product or that any product we may develop will be marketable in the United States or any other country or that we will not require regulatory approval for the sale of any such product in the United States or any other country in which we seek to market the product. If regulatory approval is required, compliance with such regulations may be very expensive and we cannot assure you that we will be able to obtain such approval. As a result, we may incur significant expenses in seeking to develop a product with no assurance that we can or will develop a marketable product that complies with applicable law.

We are dependent upon our chief executive officer.

We are dependent upon Pao-Chi Chu, our chief executive and financial officer, sole director and principal stockholder, who is our only employee and who works for us on a part-time basis. The loss of Mr. Chu would materially impair our ability to conduct our business. We do not have an employment agreement with Mr. Chu and we do not maintain key person life insurance on his life.

If we are unable to attract, train and retain technical and financial personnel, our business may be materially and adversely affected.

Our future success depends, to a significant extent, on our ability to attract, train and retain key management, marketing, sales, technical, product development and financial personnel. As of December 31, 2024 and, as of the date of this annual report, we had not taken steps to hire any such personnel. Recruiting and retaining capable personnel, particularly those with expertise in the natural supplement business are vital to our success. There is substantial competition for qualified personnel, and we cannot assure you we will be able to attract or retain our technical and financial personnel. If we are unable to attract and retain qualified employees, our business may be materially and adversely affected. Our financial condition, including the absence of sales subsequent to December 31, 2022 through the date of this annual report, and the trading of our common stock on the OTC Market Group’s Expert Market may make it difficult for us to attract qualified personnel.

Our chief executive officer may have a conflict of interest.

Pao-Chi Chu, our chief executive officer, chief financial officer and principal stockholder, has served as the chairman of Mucho Biotech Co., Ltd., Mucho Furich Co., Ltd., and Mucho Biomedical Co., Ltd., companies engaged in applications of cordyceps since 2006. These companies are controlled by Mr. Chu. As a result, he may have a conflict of interest in allocating his time and available resources among us and the other companies in related fields which he controls. We cannot assure you that Mr. Chu will be able to allocate sufficient time and resources to our business to enable us to develop our business.

We may not be able to protect any intellectual property which we may develop.

We do not have any patents or other proprietary intellectual property. While we may seek patents for any intellectual property which we may develop, we cannot assure you that we will develop any patentable product or that we will be able to obtain patents or that, if we do obtain patents, other companies will not be able to design around our patents and develop competitive or superior products. We cannot assure you that we will be able to enforce any patent rights which we may obtain. Patent litigation is very expensive, and, if we do not have the financial resources to enforce through litigation any patents we may obtain, we may not be able to retain the value of the patents. We believe that much of our intellectual property will be in the nature of trade secrets. Although we will seek to protect our intellectual property rights through nondisclosure agreements, including non-disclosure agreement with our employees and consultants and other companies with which we may conduct business, we cannot assure you that the other parties to the non-disclosure agreements will comply with their obligations, and we may not be aware of any breach until the intellectual property has been disclosed to a third party. We may not be able to enforce our rights under the non-disclosure agreements.

Table of Contents

Our business and our ability to generate a sufficient gross margin to enable us to operate profitably may be affected by inflation, the global supply chain issues and the aftereffects of China’s COVID-19 restrictions..

After years of relatively low inflation, in recent years, countries throughout the world, including Asia, have been subject to inflation at a rate significantly higher than in prior periods. We expect that both the inflationary pressures and supply chain disruption that affect other industries will affect us. These factors may result in delays in receipt of products we order, and increased costs which we may not be able to pass on to consumers. Both our cost of inventory and the prices we can charge for products increased as a result of inflation. We cannot assure you that our business will not be materially impaired by inflationary and supply chain disruption as well as be increased tariffs, in the event that we seek to sell products into the United States, although historically we have not sold products into the United States market. Since we did not make any sales or purchase any inventory subsequent to December 31, 2022, we cannot evaluate the effects of inflation or supply chain issues on the price at which we sell products or the cost of our inventory.

Our inability to generate sales partially resulted from the aftereffects of the COVID-19 restrictions of the Chinese government. Our customers suffered tremendous financial losses due to COVID-19 restrictions, including the Chinese government’s No-COVID policy. Our customers sold their products into China and the Chinese economy was having difficulty in bouncing back. We believe these factors also affected the ability of our customer to pay for the products purchased from us which resulted in the bad debt reserve against on account receivable of $480,000.

Risks Concerning our Common Stock

There is presently no active market for our common stock, which is currently on the OTC Expert Market, which may make it difficult for you to buy or sell your stock.

Our common stock is currently on the OTC Markets Group Expert Market. As such, our common stock is not eligible for proprietary broker-dealer quotations. All quotes in this stock reflect unsolicited customer orders. Such stocks have a higher risk of wider spreads, increased volatility, and price dislocations. Quotations in Expert Market securities are restricted from public viewing. As a result of our stock being on the Expert Market, there are no market makers in our common stock and, unless you are a broker or are an expert you will not be able to obtain quote for our common stock. Accordingly, there is no trading market for our common stock. Even if a market for our common stock develops, as to which we can give no assurance, there can be no assurance as to the liquidity of our common stock, the ability of holders of our common stock to sell our common stock, or the prices at which holders may be able to sell our common stock. Further, if a market develops, it is likely that there will not be any significant float, with the result that the reported bid and asked prices may have little relationship to the price you would pay if you wanted to buy shares or the price you would receive if you wanted to sell shares. We expect that our common stock will remain on the Expert Market as long as we are delinquent in our SEC filings, although we can give no assurance that we will cease to the on the Expert Market once we are current in our filings.

If a market for our common stock develops after we are no longer on the Expert Market, because our common stock would be a penny stock, you may have difficulty selling our common stock in the secondary trading market.

If a market for our common stock develops, our common stock is, and will likely to be, a penny stock and therefore is subject to the rules adopted by the SEC regulating broker-dealer practices in connection with transactions in penny stocks. The SEC rules may have the effect of reducing trading activity in our common stock, making it more difficult for investors to purchase and sell their shares. The SEC’s rules require a broker or dealer proposing to effect a transaction in a penny stock to deliver the customer a risk disclosure document that provides certain information prescribed by the SEC, including, but not limited to, the nature and level of risks in the penny stock market. The broker or dealer must also disclose the aggregate amount of any compensation received or receivable by him in connection with such transaction prior to consummating the transaction. In addition, the SEC’s rules also require a broker or dealer to 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 before completion of the transaction. The existence of the SEC’s rules may result in a lower trading volume of our common stock and lower trading prices. Further, some broker-dealers will not process transactions in penny stocks.

Table of Contents

Our lack of internal controls over financial reporting may affect the market for and price of our common stock.

Our disclosure controls and our internal controls over financial reporting are not effective. We do not have the financial resources or personnel to develop or implement systems that would provide us with the necessary information on a timely basis so as to be able to implement financial controls. Our continued poor financial condition together with the fact that we have one part-time employee, who is both our chief executive officer and chief financial officer, makes it difficult for us to implement a system of internal controls over financial reporting, and we cannot assure you that we will be able to develop and implement the necessary controls. The absence of internal controls over financial reporting may inhibit investors from purchasing our shares and may make it more difficult for us to raise debt or equity financing.

Our lack of a full-time chief financial officer affects our ability to develop financial controls, which could affect the market price for our common stock.

We do not have a full-time chief financial officer. At present, our chief executive officer, who does not have an accounting background, is also acting as our chief financial officer. We do not anticipate that we will be able to hire a qualified chief financial officer unless our financial condition improves significantly. The lack of an experienced chief financial officer, together with our lack of internal controls, may impair our ability to raise money through a debt or equity financing, the market for our common stock.

We do not have any independent directors.

We do not have any independent directors. Our sole director is Pao-Chi Chu, who is our chief executive officer, chief financial officer and principal stockholder. Because we have no independent director, we do not have any checks and balances on Mr. Chu, which may make it difficult for us to develop internal controls and to raise money in the financial markets.

Our failure to have filed reports with the SEC in a timely manner may impair the market for and the value of our common stock.

We filed our quarterly report for the nine months ended September 30, 2023 on July 11, 2025 and our annual report for the year ended December 31, 2023 on July 18, 2025 and our quarterly reports for the three, six and nine months ended March 31, 2024, June 30, 2024 and September 30, 2024 in July 2025, and, as of the date of this annual report, we have not filed our quarterly reports for the quarter ended March 31, 2025. Our failure to have made such filings may affect both the market for our common stock and the value of our common stock as well as the willingness of investors to purchase our stock and may subject us to action by the SEC.

Because our sole director is located outside of the United States, investors may not be able to enforce federal securities laws or their other legal rights against him.

Our sole director and officer, Pao-Chi Chu, is located in the Republic of China (Taiwan). As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon Mr. Chu or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on him under United States securities laws.

Table of Contents

Our stock price may be volatile and your investment in our common stock could suffer a decline in value.

Because our common stock is on the Expert Market, there is no market for our common stock. There can be no assurance that any significant market, or any market, will ever develop in our common stock when we are current in our SEC filings and cease to be on the Expert Market. Because of the low public float and the lack of trading volume, any reported prices may not reflect the price at which you would be able to sell shares if you want to sell any shares you own or buy shares if you wish to buy shares. Further, stocks with a low public float may be more subject to manipulation than a stock that has a significant public float. The price may fluctuate significantly in response to a number of factors, many of which are beyond our control. These factors include, but are not limited to, the following, in addition to the risks described above and general market and economic conditions:

	·	our low stock price, which may result in a modest dollar purchase or sale of our common stock having a disproportionately large effect on the stock price;
	·	the market’s perception as to our ability to generate revenue and positive cash flow or earnings;
	·	changes in our or securities analysts’ estimate of our financial performance;
	·	our ability or perceived ability to obtain necessary financing for our operations and the anticipated dilution that would result from any sales of our equity securities;
	·	the perception of the future market for our products and whether we will be successful in developing and marketing our chicken feed or any other product;
	·	the anticipated or actual results of our operations;
	·	changes in market valuations of other natural supplement companies;
	·	any discrepancy between anticipated or projected results and actual results of our operations;
	·	actions by third parties to either sell or purchase stock in quantities which would have a significant effect on our stock price; and
	·	other factors not within our control.

Raising funds by issuing equity or convertible debt securities could dilute the net tangible book value of the common stock and impose restrictions on our working capital.

If we were to raise additional capital by issuing equity securities, either alone or in connection with a non-equity financing, the net tangible book value of the then outstanding common stock could decline. If the additional equity securities were issued at a per share price less than the market price, which is customary in the private placement of equity securities, the holders of the outstanding shares would suffer a dilution, which could be significant. We may have difficulty in raising funds through the sale of debt securities because of both our financial position, the lack of any collateral on which a lender may place a value, and the absence of any revenue or operations. If we are able to raise funds from the sale of debt securities, the lenders may impose restrictions on our operations and may impair our working capital as we service any such debt obligations. Further, it is not uncommon for investors who provide private funding to companies with weak financial positions, to require the issuer to issue convertible securities which are convertible at a discount to the market price at the time the convertible security is converted. Such securities typically have a materially adverse effect on the market price for the issuer’s stock.

Because of our chief executive officer’s stock ownership, he has the power to elect all directors and to approve any action requiring stockholder approval.

Mr. Pao-Chi Chu, our chief executive officer, owns 30,000,000 shares of common stock, representing approximately 49.97% of our outstanding common stock. As a result, Mr. Chu has the power, without the vote of any other stockholders, to elect all of our directors and, with minimal support from other stockholders, take any action requiring stockholder approval, including any amendment to our certificate of incorporation, merger, sale of assets or other major corporate transaction.

We do not intend to pay any cash dividends in the foreseeable future.

We have not paid any cash dividends on our common stock and do not intend to pay cash dividends on our common stock in the foreseeable future.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 1C. CYBERSECURITY

Because our business in inactive we have not made any evaluation of cybersecurity or implemented any cybersecurity plans.

Table of Contents

ITEM 2. PROPERTIES

On November 1, 2023, we entered into a lease agreement to rent a storage facility in Hong Kong for a two-year term at an annual rental of HK$17,900 (approximately $2,315) per month and with a HK$35,800 (approximately $4,600) as a security deposit.

ITEM 3. LEGAL PROCEEDINGS

None

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable

Table of Contents

PART II

Market Information

Our common stock has been quoted on the Over the Counter Market Group’s Expert Market. We will remain on the Expert Market as long as we are delinquent in our SEC filings. At such time as we cease to be on the Expert Market,. any quotations for our common stock reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions

Stockholders of Record

As of July 15, 2025, we had 183 record holders of our common stock.

Transfer Agent

Cleartrust, LLC, 16540 Pointe Village Drive; Suite 210, Lutz, Florida 33558 is the transfer agent for our common stock.

Dividends

We have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Agreements

We do not have any common stock available for grant or options under equity compensation plans

Recent sales of unregistered securities.

None.

ITEM 6. SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Table of Contents

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See “Note Regarding Forward-Looking Statements” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed in “Item 1A Risk Factors” and elsewhere in this report.

Overview

Since January 30, 2017, following a change of control, our business has been the business of developing and marketing nutritional products that promote wellness and a healthy lifestyle. Our business has involved the purchase of products from three suppliers in Taiwan and the sale of these products to four unrelated customers, two of which accounted for all of our sales in the year ended December 31, 2022 and 91.7% of sales in the year ended December 31, 2021. With respect to sales made in 2002, we determined that $480,000 of accounts receivable were not collectible and we recognized a provision for doubtful account for that amount in 2023. We did not have any sales in the second and third quarters of 2022 or subsequent to December 31, 2022 through the date of this annual report and as of the date of this report we do not have any orders for products or purchase orders from suppliers.

All of our sales to date have been sales of cordyceps related products except that, in the quarter ended June 30, 2018, we sold metallothionein MT-3 elizer, a product that we do not currently sell. Cordyceps is a fungus that is used in traditional Chinese medicine. Cordyceps sinensis has been described as a medicine in old Chinese medical books and Tibetan medicine. It is a rare combination of a caterpillar and a fungus and found at altitudes above 4500m in Sikkim. We may also seek to market other products which we see as complimentary to our present products; however, we have not entered into negotiations with respect to the distribution of other products, and we cannot assure you that we will be able to market any other products.

We believe that, since a major market for cordyceps products is China, our customers have significant customers in China and our business was impacted by COVID-19 and steps taken by the government of China, particularly its Zero COVID policy, which was relaxed in December 2022. Further, we also cannot assure you the political instability in Hong Kong will not affect our sales, since our customers in 2017 and 2018 were Hong Kong based customers who sold their products in the PRC and none of these customers has made purchases from us since the quarter ended December 31, 2018. We cannot assure you that these factors will not affect our ability to generate revenue in the future and, to the extent that any of these factors affect our ability to generate revenue, we may not be able to continue in business.

At present, we have no full-time employees. Our only employee is our chief executive officer who works for us on a part-time basis and does not receive compensation. We face significant risks in developing our business, including, but not limited to, our ability to raise the necessary financing either through the sale of debt or equity securities or through a loan facility, our ability to increase our customer base and supply chain, our ability to increase our gross margins, our ability to hire and retain qualified research and development, marketing and administrative personnel, our ability to develop products and to market in the United States and other western markets any products we may develop, our ability to comply with any government regulations relating to the manufacture, distribution and marketing any products we develop. We cannot assure you that we can or will develop any products or generate revenue or profits in the future.

Table of Contents

In May and August 2021, we entered into two-year service agreements with consultants who performed research and development services as well as selling general and administrative services all in connection with a proposed product – a cordyceps-infused chicken feed. These research and development activities did not generate a marketable product, and we cannot assure you that we will seek to continue the development of this product or any other product. The agreements with the consultant expired in May and August 2023. We do not have the funds or the revenue stream for us to hire any consultants or employees. Our statement of operations reflects the amortization of common stock issued to consultants for research and development relating to our proposed chicken feed product. We issued a total of 12,282,000 shares of common stock to consultants as stock grants pursuant to agreements with the consultants in May and August 2021. The agreements provide for the consultants to perform the services described in the contracts for the two-year period commencing the date of the agreements. The shares were valued at $31,424,800, based on the market price of the common stock on the respective dates of the agreements, and were amortized over the two-year period of the agreement terms using the straight-line method. During the year ended December 31, 2023 we recorded stock-based compensation of $8,060,983. At December 31, 2023, the deferred stock compensation was fully amortized and, accordingly, we did not recognize any stock-based compensation in the year ended December 31, 2024. We did not develop any product as a result of the services from the consultants. Our selling, general and administrative expenses do not include any compensation for our chief executive officer, who serves without compensation and is responsible for our purchases, sales and directing our research and development program. As a result, the results of our operations do not reflect costs that would normally be associated with a chief executive officer who performs such functions.

We require funds for our operations. At December 31, 2024, we had nominal cash, and no accounts receivable. Of the accounts receivable at December 31, 2022 of $638,500, we collected $158,500 and we determined that $480,000 was not collectible and we recognized a provision for doubtful account for that amount in 2023. We also recognized a provision for an inventory deposit write-off of $12,000 in 2023. Although we may seek to raise funds in the equity market, we have no agreements or understandings with respect to any funding and we can give no assurance as to the availability or terms of any such financing. Because of our financial condition, the lack of sales subsequent to December 31, 2022 through the date of this annual report, along with the absence of an active market for our stock and our stock being traded on the OTC Market Group’s Expert Market, which means that our common stock is not eligible for proprietary broker-deal quotes, with the result that there are no published quotes for our common stock, together with risk related to political and legal situation in Hong Kong, it may be difficult for us to raise funds in the equity market, and, if we are able to raise funds our stockholders may suffer significant dilution.

To the extent that we implement our business plan, we anticipate that we will incur marketing and other expenses without any assurance that such expenses will generate any significant revenue, cash flow from operations or net income. Because of our cash position, we may use equity-based compensation for our employees and independent contractors. Because of our low cash position, we may rely on loans from stockholders or related parties, although we do not have any agreements or understandings at this time, and we may issue equity to attract employees and consultants to help us develop our business plan. Because our common stock is on the OTC Market Group’s Expert Market, potential employees or consultants may be reluctant to accept common stock as compensation. Accordingly, we cannot assure you that we will be able to develop or market products, in which case we may continue to be unable to generate revenue. Quotes in the Expert Market are only for unsolicited orders. This means broker-dealers may not use the Expert Market to publish unsolicited quotes, and there are no market makers in our common stock. Quotations in Expert Market securities are restricted from public viewing. Only broker-dealers and professional or sophisticated investors are permitted to view quotations in Expert Market securities.

All of our funding, which was used for working capital, since January 1, 2021 has been in the form of advances from a minority stockholder and, to a lesser extent, from our chief executive officer. We cannot assure you that they will continue to fund our operations.

Inflation, Supply Chain Disruption and Effects of COVID-19 Restrictions

After years of relatively low inflation, in recent years, countries throughout the world, including Asia, have been subject to inflation at a rate significantly higher than in prior periods. We expect that both the inflationary pressures and supply chain disruption that affect other industries will affect us. These factors may result in delays in receipt of products we order, and increased costs which we may not be able to pass on to consumers. Both our cost of inventory and the prices we can charge for products increased as a result of inflation. We cannot assure you that our business will not be materially impaired by inflationary and supply chain disruption as well as be increased tariffs, in the event that we seek to sell products into the United States, although historically we have not sold products into the United States market. Since we did not make any sales or purchase any inventory subsequent to December 31, 2022 through the date of this annual report, we cannot evaluate the effects of inflation or supply chain issues on the price at which we sell products or the cost of our inventory.

We cannot assure you that we will be able to develop a marketable product or that we will be able to generate significant, if any, revenue.

Table of Contents

Our recent inability to generate sales partially resulted from the aftereffects of the COVID-19 restrictions of the Chinese government. Our customers suffered tremendous financial losses due to COVID-19 restrictions, including the Chinese government’s Zero COVID policy. Our customers sold their products into China and the Chinese economy was having difficulty in bouncing back. We believe these factors also affected the ability of our customer to pay for the products purchased from us which resulted in the bad debt provision of accounts receivable of $480,000 in 2023.

Results of Operations

Years Ended December 31, 2024 and 2023

For the year ended December 31, 2024, we had no revenues or cost of revenues, and we incurred selling, general and administrative expenses of $37,958 primarily expenses relating to our status as a public company. We also incurred interest expense to a minority stockholder of $4,339. As a result, we had a net loss of $42,297 or $(0.00) per share (basic and diluted).

For the year ended December 31, 2023, we had no revenues or cost of revenue, and we incurred operating expenses of $8,804,367, of which $4,794,825 represented research and development expenses related primarily to the cordyceps-infused chicken feed development project, $3,517,542 represented selling, general and administrative expenses, of which $3,266,158 related to services provided by our consultants and the balance primarily to expenses and professional fees relating to our status as a public company, bad debt provision of accounts receivable of $480,000 and provision for an inventory deposit of write-off of $12,000. The compensation to our consultants for research and development services and selling, general and administrative services totaling $8,060,983 represented the amortization of deferred stock compensation issued to the consultants in 2021. We also incurred interest expense to a minority stockholder of $3,206. As a result, we had a net loss of $8,807,573, or $(0.15) per share (basic and diluted).

Liquidity and Capital Resources

The following table summarizes our changes in working capital from December 31, 2023 to December 31, 2024:

	December 31 2024			December 31, 2023			Change			% Change
Current assets	$	5,076		$	1,626		$	3,450			212.2	%
Current liabilities	$	326,946		$	288,575		$	38,371			13.3	%
Working capital (deficiency)	$	(321,870	)	$	(286,949	)	$	(34,921	)		12.2	%

The following table summarizes our cash flows for the years ended December 31, 2024 and 2023:

	Year Ended December 31,
	2024			2023
Cash (used in) operating activities	$	(36,692	)	$	(15,446	)
Cash provided by financing activities	$	36,792		$	9,970
Cash at end of period	$	476		$	376

Cash used in operating activities of $36,692 for the year ended December 31, 2024 reflected primarily our net loss of $42,297 increased by imputed interest-related parties of $4,339 and a decrease in prepaid expenses of $1,250.

Cash used in operating activities of $15,446 for the year ended December 31, 2023 reflected primarily our net loss of $8,807,573, increased primarily by stock-based compensation representing the amortization of deferred stock compensation of $8,060,983, and a bad debt provision of accounts receivable of $480,000, a reduction of accounts receivable of $158,500, and an increase in accounts payable and accrued expenses of $77,873.

Table of Contents

Cash provided by financing activities of $36,792 for the year ended December 31, 2024 and $9,970 for the year ended December 31, 2023 reflected advances from a minority stockholder. The advances in 2024 provided us with funds to cover our cash used in operations

Going Concern

The accompanying financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company had minimal cash as of December 31, 2024, had no revenue for the year ended December 31, 2024, and incurred a loss from operations for the years ended December 31, 2024 and 2023 as well as prior years, and the losses and the absence of revenue have continued through the date of this annual report. We had negative cash flow from operations for the years ended December 31, 2024 and 2023, have not actively engaged in its business subsequent to December 31, 2022, and did not generate any products from our research and development activities. Further, our common stock is presently on the OTC Market Group’s Expert Market, which means that our common stock is not eligible for proprietary broker-deal quotes, with the result that there are no published quotes for our common stock. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Although we propose to fund operations through sales of our products and equity financing arrangements, we do not presently have any orders for products, we incurred a bad debt provision of accounts receivable of $480,000, our common stock is reported on the Expert Market as a result of which there are no market makers in the common stock and we are delinquent in our filings with the Securities and Exchange Commission, as a result of which we may not be able to raise funds for capital expenditures, working capital and other cash requirements and will have to rely on advances from a minority stockholder and an officer with no assurance that such advances will continue. If we cannot generate revenue from our products, we may not be able to continue in business.

Critical Accounting Policy and Estimates

Our critical accounting policies and estimates are disclosed in Note 2 of Notes to Financial Statements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements start on Page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On June 30, 2025, we dismissed Prager Metis CPAs, LLC (“Prager Metis”) as our independent registered certified public accounting firm. During our year ended December 31, 2024 and 2023 and the subsequent interim period from January 1, 2025 to the date of Prager Metis’ dismissal, there were no disagreements between us and Prager Metis on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Prager Metis, would have caused Prager Metis to make reference to the subject matter of such disagreements in connection with its audit reports on the Company’s financial statements. Prager Metis did not audit the Company’s financial statements for the years ended December 31, 2024 and 2023. Prager Metis’ report on the Company’s financial statements for the year ended December 31, 2022 included an explanatory paragraph as to the Company’s ability to continue as a going concern.

Table of Contents

On June 30, 2025, our board of directors approved the engagement of KCCW Accountancy Corp. (“KCCW”) as our independent registered accounting company. During our fiscal year ended December 31, 2024, and the subsequent interim period from January 1, 2025 to the date of this report, neither the Company nor anyone acting on its behalf consulted with KCCW regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company by KCCW that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions) relating to the Company.

ITEM 9A. CONTROLS AND PROCEDURES

Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of our “disclosure controls and procedures” (“Disclosure Controls”), as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2024, the end of the period covered by this annual report on Form 10-K. The Disclosure Controls evaluation was done under the supervision and with the participation of management, including our chief executive officer and chief financial officer, who is the same person and our sole employee. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, our chief executive officer and chief financial officer concluded that, due to our limited internal audit function and our very limited staff, our disclosure controls were not effective as of December 31, 2024, such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the chief executive officer/chief financial officer, as appropriate to allow timely decisions regarding disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. During our assessment of the effectiveness of internal control over financial reporting as of December 31, 2023, management identified material weaknesses related to (i) our internal audit functions (ii) inadequate levels of review of the financial statements and (iii) a lack of segregation of duties within accounting functions. Therefore, our internal controls over financial reporting were not effective as of December 31, 2024.

Management has determined that our internal controls contain material weaknesses due to the absence of segregation of duties, as well as lack of qualified accounting personnel and excessive reliance on third party consultants for accounting and a reliance on outside services for our accounting functions, financial reporting and related activities. The lack of any separation of duties, with the same person, who is our only employee who serves as both chief executive officer and chief financial officer, and who does not have an accounting background and serves on a part-time basis, makes it unlikely that we will be able to implement effective internal controls over financial reporting in the near future.

Due to our size and nature, segregation of all conflicting duties is not possible. However, to the extent possible, we plan to implement procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals if and when we have sufficient income to enable us to hire such individuals, and we cannot give any assurance that we will be able to hire such personnel. Our financial condition makes it difficult for us to implement a system of internal controls over financial reporting.

Table of Contents

Until we generate significant revenues and employ accounting personnel, it is doubtful that we will be able to implement any system which provides us with any degree of internal controls over financial reporting. Due to the nature of this material weakness in our internal control over financial reporting, there is more than a remote likelihood that misstatements which could be material to our annual or interim financial statements could not be prevented or detected.

A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Changes in Internal Control over Financial Reporting.

During the year ended December 31, 2024, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTION

Not Applicable

Table of Contents

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table presents information with respect to our officers, directors:

Name		Age		Position(s)
Pao-Chi Chu		71		Chief executive officer, chief financial officer, president, secretary and director

Mr. Chu has been our chief executive officer, chief financial officer, president, secretary and a director since January 30, 2017. Mr. Chu has served as the chairman of Mucho Biotech Co., Ltd., Mucho Furich Co., Ltd., and Mucho Biomedical Co., Ltd., companies engaged in applications of cordyceps since 2006 and which are controlled by Mr. Chu. Mr. Chu has more than ten years of experience in the biotech industry with a focus on initiating the integration of cordyceps technology development, which includes cordyceps strains management, cordyceps cultivation, food processing and health products development. Mr. Chu is a graduate of Fu Jen Catholic University in Taipei, Taiwan.

Code of Ethics

We have not yet adopted a code of ethics that applies to our principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions, since we have been focusing our efforts on developing our business. We expect to adopt a code as we develop our business.

Table of Contents

Committees of the Board of Directors

We do not have any committees of our board of directors.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Our chief executive officer, who is our only officer and director, is current is his filings.

ITEM 11: EXECUTIVE COMPENSATION

The following summary compensation table sets forth information concerning compensation for services rendered in all capacities during the years ended December 31, 2024 and 2023, earned by or paid to our executive officers.

Name and Principal Position	Period	Salary ($)		Bonus Awards ($)		Stock Awards ($)		Options/ Warrant Awards (1) ($)		Non-Equity Plan Compensation ($)		Nonqualified Deferred Earnings ($)		All Other Compensation ($)		Total ($)

Pao-Chi Chu	2024		-		-		-		-		-		-		-		-
CEO, CFO and President	2023		-		-		-		-		-		-		-		-

Employment Agreements

We have no employment agreements with Mr. Chu.

Pension Benefits

We currently have no plans that provide for payments or other benefits at, following, or in connection with retirement of our officer.

Outstanding Equity Awards at Fiscal Year-End

There are no outstanding equity awards at December 31, 2024

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

The following table provides information as to shares of common stock beneficially owned as of July 15, 2025, by:

	·	Each director;
	·	Each current officer named in the summary compensation table;
	·	Each person owning of record or known by us, based on information provided to us by the persons named below, at least 5% of our common stock; and
	·	All directors and officers as a group.

Table of Contents

For purposes of the following table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or sole or shared investment power with respect to a security, or any combination thereof, and the right to acquire such power (for example, through the exercise of options, warrants or convertible securities) within 60 days of July 15, 2025. None of the named beneficial owners held any options, warrants or convertible securities at July 15, 2025.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		% of Class

Pao-Chi Chu 2F, No. 356, Dunhua S. Road, Da’an Dist Taipei City 106, Taiwan, ROC		30,000,000		49.97	%

All officers and directors as a group (one individual)		30,000,000		49.97	%

Related Party Transactions

At December 31, 2024 and 2023, we owed $1,100 to our chief executive officer for non-interest-bearing advances made to us or on our behalf. These advances are due on demand.

During the years ended December 31, 2024 and 2023, a minority stockholder advanced $1,000 and $0, and paid expenses of $35,792 and $9,970 on our behalf, all of which was outstanding on December 31, 2024.

At December 31, 2024 and 2023, we owed $124,488 and $87,696 to the minority stockholder referred to in the preceding paragraph for non-interest-bearing advances made to us or expenses paid on our behalf, respectively. These advances are due on demand.

We have imputed interest at the rate of 4% on the advances made to us or expenses paid on our behalf. Imputed interest amounted to $4,339 and $3,206, during the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, we had amounts due to related parties of $125,588 and $88,796, respectively.

Director Independence

We have no independent directors.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth the fees billed by KCCW for the year ended December 31, 2024.

	Year Ended December 31, 2024
Audit fees	$	35,000
Audit-related fees		-
Tax fees		-

Audit fees consist of fees related to professional services rendered in connection with the audit and review of our financial statements for the years ended December 31, 2024 and 2023, all of was incurred in 2025.

Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services.

Table of Contents

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBIT

Exhibit No.		Description
3.1		Amended and Restated Articles of Incorporation of the Company.(1)
3.2		Bylaws of the Company. (1)
4.1		Description of the Company’s Common Stock(2)
10.1		Acro Biomedical Co., Ltd. 2020 Equity Incentive Plan(3)
31.1		Certification of Chief Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Schema Document
101.CAL		XBRL Taxonomy Calculation Document
101.DEF		XBRL Taxonomy Linkbase Document
101.LAB		XBRL Taxonomy Label Linkbase Document
101.PRE		XBRL Taxonomy Presentation Linkbase Document

______________

(1)	Filed as an exhibit to the Company’s report on Form 8-K, which was filed with the SEC on February 1, 2017 and incorporated herein by reference.
(2)	Filed as an exhibit to the Company’s annual report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on July 18, 2025 and incorporated herein by reference.
(3)	Filed as an exhibit to the Company’s report on Form 8-K, which was filed with the SEC on August 13, 2020 and incorporated herein by reference..

Item 16. FORM 10-K SUMMARY

Not applicable

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ACRO BIOMEDICAL CO., LTD.

Date: July 24, 2025	By:	/s/ Pao-Chi Chu
	Name:	Pao-Chi Chu
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Pao-Chi Chu	Director, chief executive officer and	July 24, 2025
Pao-Chi Chu	chief financial officer (principal executive, financial and accounting officer)

Table of Contents

ACRO BIOMEDICAL CO., LTD.

Index to Financial Statements

		Page
Reports of Independent Registered Public Accounting Firms (PCAOB ID 2851)		F-2
Balance Sheets at December 31, 2024 and 2023		F-3
Statements of Operations for the years ended December 31, 2024 and 2023		F-4
Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023		F-5
Statements of Cash Flows for the years ended December 31, 2024 and 2023		F-6
Notes to Financial Statements		F-7

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Acro Biomedical Co., Ltd.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Acro Biomedical Co., Ltd. (the “Company") as of December 31, 2024 and 2023, and the related statements of operations, changes in stockholders' equity (deficit) and cash flows for the years then ended, and 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 December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had limited cash, incurred loss from operations, and had accumulated deficit as of and for the year ended December 31, 2024. These circumstances, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 3 to the financial statements. 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 the Company's financial statements based on our audits. We are a public accounting firm registered with 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, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of 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 regarding 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.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ KCCW Accountancy Corp.

We have served as the Company’s auditor since 2025.

Diamond Bar, California

July 24, 2025

F-2

Table of Contents

ACRO BIOMEDICAL CO., LTD.

Balance Sheets

	December 31,			December 31,
	2024			2023

ASSETS
Current Assets
Cash	$	476		$	376
Prepaid expenses		-			1,250
Security deposit		4,600			-
Total Current Assets		5,076			1,626

Operating lease right of use asset		26,898			52,233
Security deposit		-			4,600
TOTAL ASSETS	$	31,974		$	58,459

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued expenses	$	154,460		$	154,444
Deferred revenue		20,000			20,000
Due to related parties		125,588			88,796
Operating lease liabilities - current		26,898			25,335
Total Current Liabilities		326,946			288,575

Operating lease liabilities - noncurrent		-			26,898
TOTAL LIABILITIES		326,946			315,473

Stockholders’ Deficit
Preferred stock: 25,000,000 authorized; $0.001 par value; no shares issued and outstanding		-			-
Common stock: 100,000,000 authorized; $0.001 par value; 60,042,000 shares issued and outstanding		60,042			60,042
Additional paid-in capital		32,302,781			32,298,442
Accumulated deficit		(32,657,795	)		(32,615,498	)
Total Stockholders’ Deficit		(294,972	)		(257,014	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	31,974		$	58,459

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

F-3

Table of Contents

ACRO BIOMEDICAL CO., LTD.

Statements of Operations

	Year ended
	December 31,
	2024			2023

Revenues	$	-		$	-

Operating expenses
Selling, general and administrative		37,958			3,517,542
Research and development		-			4,794,825
Provision for doubtful accounts		-			480,000
Provision for purchase deposit write-off		-			12,000
Total operating expenses		37,958			8,804,367

Loss from operations		(37,958	)		(8,804,367	)

Other expense
Interest expense - related parties		4,339			3,206
Total other expenses		4,339			3,206

Loss before income tax expense		(42,297	)		(8,807,573	)
Income tax expense		-			-
Net loss	$	(42,297	)	$	(8,807,573	)

Basic and diluted loss per share of common stock	$	(0.00	)	$	(0.15	)

Weighted average number of shares of common stock outstanding		60,042,000			60,042,000

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

F-4

Table of Contents

ACRO BIOMEDICAL CO., LTD.

Statements of Changes in Stockholders’ Equity (Deficit)

									Additional		Deferred						Total
	Preferred Stock				Common Stock				Paid in		stock			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		compensation			Deficit			Equity (Deficit)

Balance, December 31, 2022		-	$	-		60,042,000	$	60,042	$	32,295,236	$	(8,060,983	)	$	(23,807,925	)	$	486,370

Amortization of deferred stock compensation		-		-		-		-		-		8,060,983			-			8,060,983
Imputed interest on related party loans		-		-		-		-		3,206		-			-			3,206
Net loss		-		-		-		-		-		-			(8,807,573	)		(8,807,573	)

Balance, December 31, 2023		-		-		60,042,000		60,042		32,298,442		-			(32,615,498	)		(257,014	)

Imputed interest on related party loans		-		-		-		-		4,339		-			-			4,339
Net loss		-		-		-		-		-		-			(42,297	)		(42,297	)

Balance, December 31, 2024		-	$	-		60,042,000	$	60,042	$	32,302,781	$	-		$	(32,657,795	)	$	(294,972	)

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

F-5

Table of Contents

ACRO BIOMEDICAL CO., LTD.

Statements of Cash Flows

	Year ended
	December 31,
	2024			2023

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(42,297	)	$	(8,807,573	)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest - related parties		4,339			3,206
Amortization of deferred stock compensation		-			8,060,983
Provision for doubtful accounts		-			480,000
Provision for purchase deposit write off		-			12,000
Changes in operating assets and liabilities:
Accounts receivable		-			158,500
Security deposit		-			(370	)
Prepaid expenses		1,250			(65	)
Accounts payable and accrued expenses		16			77,873
Net cash used in operating activities		(36,692	)		(15,446	)

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties		36,792			9,970
Net cash provided by financing activities		36,792			9,970

Net change in cash		100			(5,476	)
Cash at beginning of period		376			5,852
Cash at end of period	$	476		$	376

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

NON CASH INVESTING AND FINANCING ACTIVITIES
Increase in the right-of-use asset and lease liability	$	-		$	52,233

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

F-6

Table of Contents

ACRO BIOMEDICAL CO., LTD.

Notes to the Financial Statements

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’s business is the sale of cordyceps related products. Cordyceps is a fungus that is used in traditional Chinese medicine. During the second and third quarters of 2021, the Company engaged consultants to take the initial steps to develop and implement a research and development and marketing program. These consultants worked independently and reported to the chief executive officer. The research and development efforts did not generate any product. The contracts with the consultants expired in May 2023 and August 2023. No revenue, new product or new marketing opportunity was generated from these efforts.

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.

Segment Information

Our Chief Executive Officer (“CEO”) is the chief operating decision maker who reviews financial information for purposes of allocating resources and evaluating financial performance. Accordingly, we determined we operate in a single reporting segment.

Our CEO assesses performance and decides how to allocate resources primarily based on net income, which is reported on our Statements of Operations. Total assets on the Balance Sheets represent our segment assets.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

F-7

Table of Contents

Accounts Receivable

Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. In 2023, the Company determined that $480,000 of the accounts receivable at December 31, 2022 was not collectible and wrote off $480,000 of such accounts receivable during the year ended December 31, 2023.

Inventories

Inventories consist 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. The Company periodically reviews inventories for obsolescence and any inventories identified as obsolete are written down or written off. The Company has no inventory at December 31, 2024 or 2023. The Company wrote off of purchase deposit for inventory of $12,000 for the year ended December 31, 2023.

Leases

The Company determines if an arrangement is a lease at inception. Operating leases with a term of longer than one year are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in the Company’ balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the Company’s balance sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Leases with a lease term of one year or less at inception are not recorded on the Company’s balance sheet and are expensed on a straight-line basis over the lease term in the statement of operations.

Net (Loss) Per Share of Common Stock

The Company has adopted ASC Topic 260, ”Earnings per Share” which requires presentation of basic earnings per share on the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common stock issuable through contingent share arrangements, stock options and warrants unless the result would be antidilutive. There were no potentially dilutive shares of common stock outstanding for the years ended December 31, 2024 and 2023.

F-8

Table of Contents

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 a United States financial institution which the Company believes are of high creditworthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of December 31, 2024 and 2023, the Company had no cash in excess of FDIC insured limits.

Financial Instruments

The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The carrying values of financial instruments, including, cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses and due to related parties approximate their fair values due to the short-term maturities of these financial instruments.

Stock-Based Compensation

The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee and non-employee stock-based awards, the Company calculates the fair value of the award on the date of grant using the option-pricing model for stock options and the quoted price of its common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. The Company considers many factors when estimating expected forfeitures, including types of awards, the nature of the grantee, and historical experience.

F-9

Table of Contents

Deferred Income Taxes and Valuation Allowance

The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize the deferred tax assets through future operations.

Related Parties

The Company follows ASC 850,”Related Party Disclosures,”for the identification of related parties and disclosure of related party transactions and balances.

Revenue Recognition

The Company recognizes revenue in accordance with Topic 606, which requires revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

	·•	identify the contract with a customer;
	·•	identify the performance obligations in the contract;
	·•	determine the transaction price;
	·•	allocate the transaction price to performance obligations in the contract; and
	·•	recognize revenue as the performance obligation is satisfied.

The Company recognizes revenue when products are delivered to customers in accordance with the written sales terms.

Deferred Revenue

The Company’s business is the sale of products pursuant to agreements for the delivery of products to customers. The Company receives cash in advance and records it as deferred revenue.

Deferred revenue was $20,000 at December 31, 2024 and 2023.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

F-10

Table of Contents

In March 2024, the FASB issued ASU 2024-02 ”Codification Improvements – Amendments to Remove References to the Concepts Statements” (“ASU 2024-02”), which contains amendments to the Codification to remove references to various FASB Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. Generally, ASU 2024-02 is not intended to result in significant accounting changes for most entities. ASU 2024-02 is effective for the Company for fiscal years beginning after December 15, 2024. The Company does not expect this update to have a material impact on its financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for our year ending December 31, 2025. The Company is currently evaluating the impact that ASU 2023-09 will have on its financial statements.

The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on the Company’s financial statements.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company had minimal cash as of December 31, 2024, had no revenue for the year ended December 31, 2024 and 2023, and incurred a loss from operations for the years ended December 31, 2024 and 2023 as well as prior years, had negative cash flow from operations for the years ended December 31, 2024 and 2023. To date, the Company has not generated any revenue subsequent to December 31, 2022 and did not generate any products from its research and development activities. Further, the Company’s common stock is presently on the OTC Market Group’s Expert Market, which means that the Company’s common stock is not eligible for proprietary broker-deal quotes, with the result that there are no published quotes for the Company’s common stock. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Although the Company proposes to fund operations through sales of its products and equity financing arrangements, it does not presently have any orders for products, it incurred a write-off of accounts receivable of $480,000 with respect to sales previously made, its common stock is reported on the Expert Market as a result of which there are no market makers in the common stock and it is delinquent in its filings with the Securities and Exchange Commission, as a result of which the Company may not be able to raise funds for capital expenditures, working capital and other cash requirements. The Company’s primary source of funds for the years ended December 31, 2024 and 2023 has been advances from a minority stockholder. This stockholder has continued to be the Company’s principal source of funds and the Company will have to continue to rely on advances from the minority stockholder. If the Company cannot generate revenue from its products, it may not be able to continue in its business.

F-11

Table of Contents

NOTE 4 - EQUITY

Common Stock

The Company issued a total of 6,776,000 and 5,506,000 shares of common stock to consultants as stock grants pursuant to agreements with the consultants in May 2021 and August 2021, respectively, of which 11,912,000 shares were issued pursuant to the 2020 equity incentive plan. (the “Plan”) and 370,000 shares were issued as restricted stock outside of the Plan. The agreements provide for the consultants to perform services described in the contracts for the two-year period commencing May 25, 2021 and August 23, 2021. The shares were valued at $19,311,600 and $12,113,200, based on the market price of the common stock on the respective dates of the agreements, which was $2.85 and $2.20 per share, respectively, and was amortized over the two-year period starting from the date of the agreement using the straight-line method. During the year ended December 31, 2023, the Company recorded stock-based compensation of $8,060,983. At December 31, 2023, these stock grants were fully amortized, and accordingly no stock-based compensation was recognized in the year ended December 31, 2024.

During the years ended December 31, 2024 and 2023, the Company did not issue any shares of common stock.

NOTE 5 - INCOME TAXES

The reconciliation of income tax expense at the U.S. statutory rate of 21% to the Company’s effective tax rate is as follows:

	Year ended
	December 31,
	2024			2023
Income tax expense (benefit) at statutory rate	$	(8,882	)	$	(1,849,590	)
Income tax adjustment
Imputed interest		911			673
Change of valuation allowance		7,971			1,848,917
Income tax expense (benefit)	$	-		$	-

Net deferred tax assets consist of the following components as of:

	December 31,			December 31,
	2024			2023
Operating loss carry forward	$	6,871,829		$	6,863,858
Valuation allowance		(6,871,829	)		(6,863,858	)
Deferred tax asset	$	-		$	-

The Company has approximately $33 million net operating loss carryforwards that are available to reduce future taxable income. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets for the year ended December 31, 2024 and 2023 because it is more likely than not that all of the deferred tax assets will not be realized.

F-12

Table of Contents

NOTE 6 - RELATED PARTY TRANSACTIONS

At December 31, 2024 and 2023, the Company owed $1,100 to its chief executive officer for non-interest-bearing advances made to or expenses paid on behalf of the Company. These advances are due on demand.

During the years ended December 31, 2024 and 2023, a minority stockholder advanced $1,000 and $0, and paid expenses of $35,792 and $9,970 on behalf of the Company, all of which was outstanding on December 31, 2024.

At December 31, 2024 and 2023, the Company owed $124,488 and $87,696 to the minority stockholder referred to in the preceding paragraph for non-interest-bearing advances made to or expenses paid on behalf of the Company, respectively. These advances are due on demand.

The Company has imputed interest at the rate of 4% on the advances made to or expenses paid on behalf of the Company. Imputed interest amounted to $4,339 and $3,206, during the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, the Company had amounts due to related parties of $125,588 and $88,796, respectively.

NOTE 7 – LEASES

On November 3, 2021, the Company entered into a lease agreement to rent a storage facility in Hong Kong for a two-year term at HK$17,000 (approximately $2,190) per month and HK$33,000 (approximately $4,230) as a security deposit. These payments were paid by a minority stockholder on behalf of the Company (see Note 6). The lease expired in December 2023.

On November 1, 2023, the Company entered into a lease agreement to rent a storage facility in Hong Kong for a two-year term at an annual rental of HK$17,900 (approximately $2,315) per month and HK$35,800 (approximately $4,600) as a security deposit. These payments were paid by a minority stockholder on behalf of the Company (see Note 6). The lease expires in December 2025.

In accordance with ASC 842, the Company recognized operating lease ROU assets and lease liabilities as follows:

	December 31,		December 31,
	2024		2023
Operating lease ROU asset	$	26,898	$	52,233

	December 31,		December 31,
	2024		2023
Operating lease liabilities
Current portion	$	26,898	$	25,335
Non-current portion		-		26,898
Total	$	26,898	$	52,233

F-13

Table of Contents

The present value of future lease payments was measured using an incremental borrowing rate of 6.00% per annum as of December 31, 2024 and 2023.

Future minimum lease payments under operating leases at December 31, 2024 were as follows:

2025	$	27,780
Thereafter		-
Total		27,780
Less Imputed interest		(882	)
Operating lease liabilities	$	26,898

The Company recognized total lease expense of $27,780 and $26,280 for the years ended December 31, 2024 and 2023, respectively.

NOTE 8 - 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.

F-14

ACRO BIOMEDICAL CO., LTD. 10-K