UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
For the quarterly period ended March 31, 2025
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________

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)

(IRS Employer

Identification No.)

12175 Visionary Way, Suite 1160; Fishers, Indiana 46038

(Address of principal executive offices)

(317) 286-6788

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company or an emerging growth company. See the 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 13(a) of the Exchange Act ☐

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 60,042,000 shares of common stock on July 23, 2025.

TABLE OF CONTENTS

		Page No.
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	4
	Unaudited Balance Sheets as of September 30, 2024 and December 31, 2023	4
	Unaudited Balance Sheets as of March 31, 2025 and December 31, 2024	4
	Unaudited Statements of Operations for the three and nine months ended September 30, 2024 and 2023	5
	Unaudited Statements of Operations for the three months ended March 31, 2025 and 2024	5
	Unaudited Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2024 and 2023	6
	Unaudited Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2025 and 2024	6
	Unaudited Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	7
	Unaudited Statements of Cash Flows for the three months ended March 31, 2025 and 2024	7
	Notes to Unaudited Financial Statements.	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	14
Item 4.	Controls and Procedures.	14
PART II – OTHER INFORMATION
Item 6.	Exhibits.	1615

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FORWARD LOOKING STATEMENTS

This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our report on Form 10-K for the year ended December 31, ~~2023~~2024, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q and in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

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Item 1. Financial Statements

ACRO BIOMEDICAL CO., LTD.

Balance Sheets

(Unaudited)

	September 30,			December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
ASSETS
Current Assets
Cash	$	~~701~~251		$	~~376~~476
Prepaid expenses		-			1,250
Total Current Assets		701			1,626
Operating lease right of use asset		33,375			52,233
Security deposit		4,600			4,600
TOTAL ASSETS	$	38,676		$	58,459
Total Current Assets		4,851			5,076
LIABILITIES AND STOCKHOLDERS' DEFICIT
Operating lease right of use asset		20,324			26,898
TOTAL ASSETS	$	25,175		$	31,974
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	~~155~~143,~~507~~178		$	154,~~444~~460
Deferred revenue		20,000			20,000
Due to related parties		~~115~~147,~~298~~894			88125,~~796~~588
Operating lease liabilities - current		2618,~~499~~009			2526,~~335~~898
Total Current Liabilities		~~317~~329,~~304~~081			~~288~~326,~~575~~946
Operating lease liabilities - noncurrent		6,876			26,898
Stockholders’ Deficit
TOTAL LIABILITIES		324,180			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,~~301~~304,~~576~~148			32,~~298~~302,~~442~~781
Accumulated deficit		(32,~~647~~668,~~122~~096	)		(32,~~615~~657,~~498~~795	)
Total Stockholders’ Deficit		(~~285~~303,~~504~~906	)		(~~257~~294,~~014~~972	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	38,676		$	58,459
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	25,175		$	31,974

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

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ACRO BIOMEDICAL CO., LTD.

Statements of Operations

(Unaudited)

	Three Months Ended						Nine Months Ended
	Three months ended
	September 30,						September 30,
	March 31,
	2024			2023			2024			2023
	2025			2024
Revenues	$	-		$	-		$	-		$	-
Operating expenses
Selling, general and administrative		98,~~106~~934			~~700~~10,~~150~~298			~~28,490~~			~~3,500,141~~
Research and development		-			396,550			-			4,794,825
Total operating expenses		8,934			10,298
Provision for doubtful accounts		-			480,000			-			480,000
Loss from operations		(8,934	)		(10,298	)
Provision for purchase deposit write-off		-			12,000			-			12,000
Other expense
Total operating expenses		9,106			1,588,700			28,490			8,786,966
Interest expense - related parties		1,367			954
Loss from operations		(9,106	)		(1,588,700	)		(28,490	)		(8,786,966	)
Total other expenses		1,367			954
Other expense
Loss before income tax expense		(10,301	)		(11,252	)
Interest expense - related party		1,123			790			3,134			2,367
Income tax expense		-			-
Total other expenses		1,123			790			3,134			2,367
Net loss	$	(10,301	)	$	(11,252	)
Loss before income tax expense		(10,229	)		(1,589,490	)		(31,624	)		(8,789,333	)
Basic and diluted Loss per share of common stock	$	(0.00	)	$	(0.00	)
Income tax expense		-			-			-			-
Weighted average number of shares of common stock outstanding		60,042,000			60,042,000
Net loss	$	(10,229	)	$	(1,589,490	)	$	(31,624	)	$	(8,789,333	)
Basic and diluted loss per share of common stock	$	(0.00	)	$	(0.03	)	$	(0.00	)	$	(0.15	)
Weighted average number of shares of common stock outstanding		60,042,000			60,042,000			60,042,000			60,042,000

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

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ACRO BIOMEDICAL CO., LTD.

Statements of Changes in Stockholders’ ~~Equity (~~Deficit)

(Unaudited)

For the Three ~~and Nine~~ months ended ~~September~~March 3031, ~~2024~~2025

									Additional					Total
	Preferred Stock				Common Stock				Paid in		Accumulated			Stockholders'’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2023		-	$	-		60,042,000	$	60,042	$	32,298,442	$	(32,615,498	)	$	(257,014	)
Balance, December 31, 2024		-	$	-		60,042,000	$	60,042	$	32,302,781	$	(32,657,795	)	$	(294,972	)
Imputed interest on related party loans		-		-		-		-		~~954~~1,367		-			~~954~~1,367
Net loss		-		-		-		-		-		(1110,~~252~~301	)		(1110,~~252~~301	)
Balance, March 31, 2024		-		-		60,042,000		60,042		32,299,396		(32,626,750	)		(267,312	)
Balance, March 31, 2025		-	$	-		60,042,000	$	60,042	$	32,304,148	$	(32,668,096	)	$	(303,906	)
Imputed interest on related party loans		-		-		-		-		1,057		-			1,057
Net loss		-		-		-		-				(10,143	)		(10,143	)
Balance, June 30, 2024		-		-		60,042,000		60,042		32,300,453		(32,636,893	)		(276,398	)
Imputed interest on related party loans		-		-		-		-		1,123		-			1,123
Net loss		-		-		-		-				(10,229	)		(10,229	)
Balance, September 30, 2024		-	$	-		60,042,000	$	60,042	$	32,301,576	$	(32,647,122	)	$	(285,504	)

For the Three ~~and Nine~~ months ended ~~September~~March 3031, ~~2023~~2024

									Additional		~~Deferred~~			Total			~~Total~~
	Preferred Stock				Common Stock				Paid in		~~Stock~~Accumulated			~~Accumulated~~Stockholders’			~~Stockholders'~~
	Shares		Amount		Shares		Amount		Capital		~~Compensation~~Deficit			Deficit			~~Equity (Deficit)~~
Balance, December 31, 2022		-	$	-		60,042,000	$	60,042	$	32,295,236	$	(8,060,983	)	$	(23,807,925	)	$	486,370
Balance, December 31, 2023		-	$	-		60,042,000	$	60,042	$	32,298,442	$	(32,615,498	)	$	(257,014	)
Amortization of deferred stock compensation		-		-		-		-		-		3,928,100			-			3,928,100
Imputed interest on related party loans		-		-		-		-		954		-			954
Imputed interest on related party loans		-		-		-		-		788		-			-			788
Net loss		-		-		-		-		-		(11,252	)		(11,252	)
Net loss		-		-		-		-		-		-			(4,004,354	)		(4,004,354	)
Balance, March 31, 2024		-	$	-		60,042,000	$	60,042	$	32,299,396	$	(32,626,750	)	$	(267,312	)
Balance, March 31, 2023		-		-		60,042,000		60,042		32,296,024		(4,132,883	)		(27,812,279	)		410,904
Amortization of deferred stock compensation		-		-		-		-		-		3,123,450			-			3,123,450
Imputed interest on related party loans		-		-		-		-		789		-			-			789
Net loss		-		-		-		-		-		-			(3,195,489	)		(3,195,489	)
Balance, June 30, 2023		-		-		60,042,000		60,042		32,296,813		(1,009,433	)		(31,007,768	)		339,654
Amortization of deferred stock compensation		-		-		-		-		-		1,009,433			-			1,009,433
Imputed interest on related party loans		-		-		-		-		790		-			-			790
Net loss		-		-		-		-		-		-			(1,589,490	)		(1,589,490	)
Balance, September 30, 2023		-	$	-		60,042,000	$	60,042	$	32,297,603	$	-		$	(32,597,258	)	$	(239,613	)

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

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ACRO BIOMEDICAL CO., LTD.

Statements of Cash Flows

(Unaudited)

	Nine Months Ended
	Three months ended
	September 30,
	March 31,
	2024			2023
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3110,~~624~~301	)	$	(811,~~789,333~~252	)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest - related parties		31,~~134~~367			~~2,367~~954
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
Prepaid expenses		-			1,250
Prepaid expenses		1,250			(3,815	)
Operating lease liability		(2,315	)		(2,315	)
Accounts payable and accrued expenses		1(11,~~063~~282	)		76(2,~~465~~150	)
Net cash used in operating activities		(2622,~~177~~531	)		(213,~~833~~513	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties		2622,~~502~~306			~~252~~13,288
Net cash provided by financing activities		2622,~~502~~306			~~252~~13,288
Net change in cash		~~325~~(225	)		(~~2,581~~225	)
Cash at beginning of period		~~376~~476			~~5,852~~376
Cash at end of period	$	~~701~~251		$	~~3,271~~151
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

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

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ACRO BIOMEDICAL CO., LTD.

Notes to Financial Statements

(Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Acro Biomedical Co., Ltd. (the “Company”) is a Nevada corporation incorporated on September 24, 2014 under the name Killer Waves Hawaii, Inc. On January 30, 2017, the Company’s corporate name was changed to Acro Biomedical Co., Ltd.

The Company’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 result in the development of any products. 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

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with Rule 8-03 of Regulation S-X. Accordingly, the unaudited interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended December 31, ~~2023~~2024 have been omitted; and these unaudited interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended December 31, ~~2023~~2024 included within the Company’s annual report on Form 10-K for the year ended December 31, ~~2023~~2024.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

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Revenue Recognition

We recognize 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.

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Under these criteria, the Company generally recognizes revenue when its products are delivered to customers in accordance with the written sales terms.

Cash received in advance from customers is recorded as deferred revenue.

Net Income (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 shares 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 ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024.

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 ~~September~~March 3031, ~~2024~~2025, had no revenue for the quarter ended March 31, 2025 or the year ended December 31, ~~2023~~2024 and has not generated any revenue subsequent to December 31, ~~2023~~2022 through the date of this report, and incurred a loss from operations for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, the years ended December 31, ~~2023~~2024 and ~~2022~~2023 as well as prior years, had negative cash flow from operations for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and the years ended December 31, ~~2023~~2024 and ~~2022~~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 in the year ended December 31, 2023 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 and will have to rely on advances from a minority stockholder and an officer. If the Company cannot generate revenue from its products, it may not be able to continue in its business.

NOTE 4 - RELATED PARTY TRANSACTIONS AND BALANCES

During the nine months ended September 30, 2024 and 2023, a minority stockholder who is not a 5% stockholder advanced $1,000 and $0 and paid expenses of $25,502 and $252 on behalf of the Company, respectively. During the three months ended September 30, 2024 and 2023, such minority stockholder paid expenses of $6,110 and $108 on behalf of the Company, respectively.

At September 30, 2024 and December 31, 2023, the Company owed $114,198 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, and these amounts are due on demand.

At September 30, 2024 and December 31, 2023, the Company owed $1,100 to its chief executive officer for non-interest-bearing advances made to or paid expenses on behalf of the Company which amounts are due on demand.

The Company has imputed interest at the rate of 4% on the advances made to or paid expenses on behalf of the Company in the amount of $3,134 and $2,367 during the nine months ended September 30, 2024 and 2023, respectively and in the amount of $1,123 and $790 during the three months ended September 30, 2024 and 2023, respectively.

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NOTE 4 - RELATED PARTY TRANSACTIONS AND BALANCES

During the three months ended March 31, 2025 and 2024, a minority stockholder who is not a 5% stockholder paid expenses of $22,306 and $13,288 on behalf of the Company, respectively.

At March 31, 2025 and December 31, 2024, the Company owed $146,794 and $124,488 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, and these amounts are due on demand.

At March 31, 2025 and December 31, 2024, the Company owed $1,100 to its chief executive officer for non-interest-bearing advances made to or paid expenses on behalf of the Company which amounts are due on demand.

The Company has imputed interest at the rate of 4% on the advances made to or paid expenses on behalf of the Company in the amount of $1,367 and $954 during the three months ended March 31, 2025 and 2024, respectively.

NOTE 5 - LEASES

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 4). The lease expires in December 2025.

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

	September 30,		December 31,
	March 31,		December 31,
	2024		2023
	2025		2024
Operating lease ROU asset	$	3320,~~375~~324	$	5226,~~233~~898

	September 30,		December 31,
	March 31,		December 31,
Operating lease liabilities	~~2024~~2025		~~2023~~2024
Current portion	$	2618,~~499~~009	$	2526,~~335~~898
Non-current portion		~~6,876~~-		~~26,898~~-
Total	$	3318,~~375~~009	$	5226,~~233~~898

Future minimum lease payments under operating leases at ~~September~~March 3031, ~~2024~~2025, were as follows:

Remainder of 2024	$	6,945
Remainder of 2025	$	18,520
2025		27,780
Thereafter		-
Total		3418,~~725~~520
Less Imputed interest		(~~1,350~~511	)
Operating lease liabilities	$	3318,~~375~~009

The Company recognized total lease expenses of $~~20,835 and $19,710 for the nine months ended September 30, 2024 and 2023, respectively and $~~6,945 and $6,~~570~~ 945 for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively.

NOTE 6 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events that have occurred after the date of the balance sheet through the date of the issuance of these unaudited financial statements and determined that no subsequent event requires recognition or disclosure to the unaudited financial statements.

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Item 2. 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 “Forward-Looking Statements.”

Overview

Since January 30, 2017, following a change of control, we have been engaged in 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. We did not have any sales during the second and third quarters of 2022 and we have not had any sales subsequent to the December 31, 2022 through the date of this report and as of the date of this report we do not have any orders for products.

All of our sales to date have been sales of cordyceps related products except that, in the quarter ended September 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.

During the period from May 2021 through August 2023, we engaged 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. We do not have the funds or the revenue stream for us to hire any consultants or employees. 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 directed 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.

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InWe ~~May~~require ~~and~~funds ~~August~~for ~~2021,~~our weoperations. ~~entered~~At ~~into~~March ~~two-year~~31, ~~service~~2025, ~~agreements~~we ~~with~~had ~~consultants~~nominal ~~who~~cash ~~performed research~~ and ~~development~~no ~~services~~accounts asreceivable. Although ~~well~~we asmay ~~selling~~seek ~~general~~to ~~and~~raise ~~administrative~~funds ~~services all~~ in ~~connection~~the ~~with~~equity amarket, ~~proposed~~we ~~product~~have –no aagreements ~~cordyceps-infused~~or ~~chicken~~understandings ~~feed.~~with ~~These~~respect ~~research~~to ~~and~~any ~~development activities did not generate a marketable product~~funding, and we ~~cannot~~can ~~assure~~give ~~you~~no ~~that~~assurance weas ~~will seek~~ to ~~continue~~ the ~~development~~availability ofor ~~this~~terms ~~product~~of or any ~~other~~such ~~product~~financing. ~~The~~Because ~~agreements~~of ~~with~~our financial condition, the ~~consultant~~lack ~~expired~~of insales ~~May~~subsequent ~~and~~to ~~August~~December ~~2023. We~~31, do2022, ~~not~~along ~~have~~with the ~~funds~~absence orof ~~the~~an ~~revenue~~active ~~stream~~market for usour tostock ~~hire~~and ~~any~~our ~~consultants~~stock orbeing ~~employees. Our~~traded ~~statement~~on ~~of operations for~~ the ~~three~~OTC ~~and~~Market ~~nine~~Group’s ~~months~~Expert ~~ended September 30~~Market, ~~2023~~which ~~reflects~~means ~~the~~that ~~amortization~~our of common stock ~~issued~~is tonot ~~consultants~~eligible for ~~research~~proprietary ~~and~~broker-dealer ~~development~~quotes, ~~relating~~with tothe ~~our~~result ~~proposed~~that ~~chicken~~there ~~feed~~are ~~product. We~~no ~~issued~~published aquotes ~~total~~for ofour ~~12,282,000 shares of~~ common stock, totogether ~~consultants~~with asrisk ~~stock~~related ~~grants pursuant~~ to ~~agreements~~political ~~with~~and ~~the~~legal ~~consultants~~situation in ~~May~~Hong ~~and~~Kong, ~~August~~it ~~2021.~~may ~~The~~be ~~agreements~~difficult ~~provide~~ for ~~the~~us ~~consultants~~ to ~~perform~~raise ~~the~~funds ~~services described~~ in the ~~contracts~~equity ~~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~~if ~~amortized~~we ~~over~~are ~~the~~able ~~two-year~~to ~~period~~raise offunds ~~the~~our ~~agreement~~stockholders ~~terms~~may ~~using~~suffer ~~the~~significant ~~straight-line method~~dilution. ~~During~~Our ~~the~~primary ~~three~~source ~~and nine months ended September 30, 2023, we recorded stock-based compensation~~ of ~~$1,009,433~~funds ~~and $8,060,983, respectively. There was no stock-based compensation~~ for the ~~three~~years ~~and nine months~~ ended ~~September~~December 3031, 2024, ~~since~~and ~~the stock was fully amortized during~~ 2023 ~~upon~~and ~~expiration of~~ the ~~contracts. We~~three ~~did~~months ~~not~~ended ~~develop~~March ~~any~~31, ~~product~~2025 ashas abeen ~~result~~advances ~~of the services~~ from ~~the~~a ~~consultants~~minority stockholder. ~~Our~~ ~~selling,~~This ~~general~~stockholder ~~and~~has ~~administrative~~continued ~~expenses~~to dobe ~~not include any compensation for~~ our ~~chief~~principal ~~executive~~source ~~officer,~~of ~~who serves without compensation and is responsible for our purchases, sales and directing our research and development program~~funds. AsWe acannot ~~result,~~assure ~~the~~you ~~results of our operations do not reflect costs~~ that ~~would~~he ~~normally~~will becontinue ~~associated~~to ~~with~~provide afunding ~~chief~~for ~~executive officer who performs such functions~~us.

We require funds for our operations. At September 30, 2024, we had nominal cash and no accounts receivable. 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, 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-dealer 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. Our primary source of funds for the years ended December 31, 2023 and 2022 and the nine months ended September 30, 2024 has been advances from a minority stockholder. This stockholder has continued to be our principal source of funds. We cannot assure you that he will continue to provide funding for us.

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 seek to 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. 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 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.

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, 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.

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 a $480,000 account receivable reserve in 2023.

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Results of Operations

Three ~~and Nine Months~~ Ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024

For the three months ended ~~September~~March 3031, ~~2024~~2025, we had no revenue or cost of revenue. Our operating expenses were $98,~~106~~934, which are primarily ~~relating~~related to expenses and professional fees relating to our status as a public company. We also incurred interest expense to a minority stockholder of $1,~~123~~367. As a result, we had a net loss of $10,~~229,~~301 or $(0.00) per share (basic and diluted).

For the three months ended ~~September~~March 3031, ~~2023~~2024, we had no revenue or cost of revenue. Our operating expenses were $110,~~588~~298,~~700,~~ of which ~~$396,550~~are ~~represented research and development expenses related~~ primarily ~~to development work on our proposed cordyceps-infused chicken feed product, $700,150 represented selling, general and administrative expenses, of which $612,883~~ related to ~~services provided by our consultants and the balance was primarily to~~ expenses and professional fees relating to our status as a public company~~, $480,000 to the write-off of accounts receivable and $12,000 to the write-off of a deposit for inventory~~. The compensation to our consultants for research and development services and selling, general and administrative services totaling $1,009,433 represented the amortization of deferred stock compensation issued to the consultants in 2021. We also incurred interest expense to a minority stockholder of $~~790~~954. As a result, we had a net loss of $111,~~589,490~~252 or $(0.0300) per share (basic and diluted).

~~For~~12 ~~the~~Table ~~nine months ended September 30, 2024, we had no revenue or cost~~ of revenue. Our operating expenses were $28,490, which are primarily relating to expenses and professional fees relating to our status as a public company. We also incurred interest expense to a minority stockholder of $3,134. As a result, we had a net loss of $31,624 or $(0.00) per share (basic and diluted).Contents

For the nine months ended September 30, 2023, we had no revenues or cost of revenue, and we incurred operating expenses of $8,786,966, of which $4,794,825 represented research and development expenses related primarily to the cordyceps-infused chicken feed development project, $3,500,141 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, $480,000 to the write-off of accounts receivable and $12,000 to the write-off of a deposit for inventory. 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 $2,367. As a result, we had a net loss of $8,789,333, 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~~2024 to ~~September~~March 3031, ~~2024~~2025:

	September 302024			December 31,2023			Change			% Change
	March 31,2025			December 31,2024			Change			% Change
Current assets	$	~~701~~4,851		$	15,~~626~~076		$	(~~925~~225	)		(564.94	)%
Current liabilities	$	~~317~~329,~~304~~081		$	~~288~~326,~~575~~946		$	282,~~729~~135			~~10.~~0.7	%
Working capital (deficiency)	$	(~~316~~324,~~603~~230	)	$	(~~286~~321,~~949~~870	)	$	(292,~~654~~360	)		100.37	%

The following table summarizes our cash flows for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024:

	Nine Months EndedSeptember 30,
	Three months EndedMarch 31,
	2024			2023
	2025			2024
Cash (used in) operating activities	$	(2622,~~177~~531	)	$	(213,~~833~~513	)
Cash provided by financing activities	$	2622,~~502~~306		$	~~252~~13,288
Cash at end of period	$	~~701~~251		$	~~3,271~~151

13Cash ~~Table~~used in operating activities of ~~Contents~~$22,531 for the three months ended March 31, 2025 reflected primarily our net loss of $10,301, reduced by decreases in accounts payable and accrued expenses $11,282 and operating lease liability of $2,315 and increased by imputed interest of $1,367.

Cash used in operating activities of $2613,~~177~~513 for the ~~nine~~three months ended ~~September~~March 3031, 2024 reflected primarily our net loss of $3111,~~624~~252, increased primarily by ~~imputed~~a ~~interest~~decrease ofin ~~$3,134,~~accounts apayable ~~reduction~~and ofaccrued ~~prepaid~~ expenses of $12,~~250~~150 and bya anchange ~~increase~~ in ~~accounts~~operating ~~payable~~lease ~~and~~liability ~~accrued expenses~~ of $12,~~063~~315.

Cash ~~used~~provided inby ~~operating~~financing activities ~~of $2,833~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2025 ~~reflected~~and ~~primarily~~2024 ~~our~~reflected ~~net~~advances ~~loss~~from ~~of $8,789,333, increased primarily by stock-based compensation representing the amortization of deferred stock compensation of $8,060,983,~~ a ~~write-off~~minority ofstockholder. ~~accounts~~These ~~receivable~~advances ofprovided ~~$480,000,~~us awith ~~reduction~~funds ofto ~~accounts~~cover ~~receivable~~our ofcash ~~$158,500,~~used ~~and an increase~~ in ~~accounts payable and accrued expenses of $76,465~~operations.

Cash provided by financing activities for the nine months ended September 30, 2024 and 2023 reflected advances from a minority stockholder. The advances in nine months ended September 30, 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. We had minimal cash as of ~~September~~March 3031, ~~2024~~2025, ~~had no revenue for the year ended December 31, 2023 and~~ we have ~~not~~had ~~generated~~no ~~any~~ revenue subsequent to December 31, 2022 through the date of this report, and we incurred a loss from operations for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, the years ended December 31, ~~2023~~2024 and ~~2022~~2023 as well as prior years, had negative cash flow from operations for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and the years ended December 31, ~~2023~~2024 and ~~2022~~2023. To date, we did not generate any revenue subsequent to December 31, 2022 and did not develop \any products from our research and development activities. during the period from May 2021 through August 2023. 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 reserved accounts receivable of $480,000 in the year ended December 31, 2023 with respect to sales previously made,~~ 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~~have been 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. If we cannot generate revenue from our products, we may not be able to continue in business. For the years ended December 31, ~~2023~~2024 and ~~2022~~2023 and the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, funds for working capital were provided by a minority stockholder, which, as of the date of this report, remains our source of funds. We cannot assure you that he will continue to provide us with funds.

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Critical Accounting Policy and Estimates

Our critical accounting policies 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 3: Quantitative and Qualitative Disclosures About Market Risk

Smaller reporting companies are not required to provide the information required by this item.

Item 4: Controls and Procedures

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Evaluation 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 ~~September~~March 3031, ~~2024~~2025, the end of the period covered by this Quarterly Report on Form 10-Q. The Disclosure Controls evaluation was done under the supervision and with the participation of management, including our chief executive officer and chief financial officer, which positions are held by the same person and who is our only employee and who does not work for us on a full-time basis. 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 our chief financial officer, who are the same person, concluded that, due to the inadequacy of our internal controls over financial reporting, our sole employee being our chief executive and financial officer and our limited internal audit function, our disclosure controls were not effective as of ~~September~~March 3031, ~~2024~~2025, such that the information required to be disclosed by us in reports filed under the Exchange Act 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 president and treasurer, as appropriate to allow timely decisions regarding disclosure.

Changes in Internal Control over Financial Reporting

As reported in our annual report on Form 10-K for the year ended December 31, ~~2023~~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, 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, who is our sole director 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.

During the period ended ~~September~~March 3031, ~~2024~~2025, 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.

1514 Table of Contents

PART II – OTHER INFORMATION

Item 6: Exhibits

Exhibits

Exhibit Number		Description of Exhibits
ExhibitNumber		Description of Exhibits
31.1*		Section 302 Certificate of Chief Executive Officer and Principal Financial Officer.
32.1**		Section 906 Certificate of Chief Executive Officer and Principal Financial Officer.
101.INS*		Inline XBRL Instance Document*
101.SCH*		Inline XBRL Taxonomy Extension Schema Document*
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104*		Document Set

*	Filed herewith
**	Furnished herewith

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SIGNATURE

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.
Dated: July 23, 2025	By:	/s/ Pao-Chi Chu
Dated: July 24, 2025	By:	/s/ Pao-Chi Chu
		Pao-Chi Chu
		Chief Executive Officer and Chief
		Financial Officer

1716

Filing Compare · ACRO BIOMEDICAL CO., LTD.