UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

A & C United Agriculture Developing Inc.
(Name of small business issuer in our charter)

Nevada
 
100
 
27-5159463
(State or other jurisdiction
of incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
IRS I.D.

Oak Brook Pointe, Suite 500,
700 Commerce Drive, Oak Brook, Illinois
 
60523
 (Address of principal executive offices)
 
(Zip Code)
 
CORPORATE ADMINISTRATIVE SERVICES INC.
1955 BARING BLVD
SPARKS, NV 89434
(775) 358-1412
(Name, address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
 
Large accelerated filer o Accelerated Filer o
Non-accelerated filer o Smaller reporting company x
 
 
 
 
CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered
 
Amount to be registered [1]
   
Proposed maximum offering price per unit
   
Proposed maximum aggregate offering price
   
Amount of registration fee [2]
 
Common Stock offered by the Selling Stockholders [3]
    4,305,000     $ 0.10     $ 430,500     $ 49.34  
_________
(1) Estimated in accordance with Rule 457(a) of the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee based on recent prices of private transactions.

(2) Calculated under Section 6(b) of the Securities Act of 1933 as .0001146 of the aggregate offering price.

(3) Represents shares of the registrant’s common stock being registered for resale that have been issued to the selling shareholders named in this registration statement.

We hereby amend this registration statement on such date or dates as may be necessary to delay our effective date until we will file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.
 
 
 
 
PROSPECTUS – SUBJECT TO COMPLETION DATED January 19, 2012

A & C United Agriculture Developing Inc.
4,305,000 Shares of Common Stock
 
Selling shareholders are offering up to 4,305,000 shares of common stock.  The selling shareholders will offer their shares at $0.10 per share until our shares are quoted on the OTC Bulletin Board and, assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices.    We will not receive proceeds from the sale of shares from the selling shareholders.

There are no underwriting commissions involved in this offering.  We have agreed to pay all the costs of this offering. Selling shareholders will pay no offering expenses.

Prior to this offering, there has been no market for our securities. Our common stock is not now listed on any national securities exchange or the NASDAQ stock market, and is not eligible to trade on the OTC Bulletin Board.  There is no guarantee that our securities will ever trade on the OTC Bulletin Board or on any listed exchange.

This offering is highly speculative and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment.  See “Risk Factors” beginning on page 7.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is _________________ , 2012.

 
3
 
 
TABLE OF CONTENTS
 
    PAGE  
SUMMARY INFORMATION     5  
RISK FACTORS     7  
USE OF PROCEEDS     14  
DETERMINATION OF OFFERING PRICE     14  
DILUTION     14  
SELLING SHAREHOLDERS     15  
PLAN OF DISTRIBUTION     21  
LEGAL PROCEEDINGS     23  
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS     23  
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT     26  
DESCRIPTION OF SECURITIES     27  
INTEREST OF NAMED EXPERTS     27  
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES     28  
DESCRIPTION OF BUSINESS     28  
DESCRIPTION OF PROPERTY     37  
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS     37  
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS     38  
EXECUTIVE COMPENSATION     40  
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE     41  
FINANCIAL STATEMENTS     F-1  
 
4
 
 
SUMMARY INFORMATION

You should carefully read all information in the prospectus, including the financial statements and their explanatory notes, under the Financial Statements prior to making an investment decision.

Organization

A & C United Agriculture Developing Inc., or the “Company,” is a Nevada corporation formed on February 7, 2011.  Our principal executive office is located at Oak Brook Pointe, Suite 500, 700 Commerce Drive, Oak Brook IL 60523.  Tel: 630-288-4600.

Business

Our business will be the sale of vegetable seeds in all areas of the world, focusing initially on China.  We have not yet sold any of these products.

We will sell the following types of vegetable seeds:  broccoli, squash, and cabbage.

We will acquire these seeds from various suppliers in the United States.

Since our inception we have engaged in the following significant operating activities:

·  
Company set up
a.  
Incorporate company in state of Nevada
b.  
Set up main executive office in Oak Brook, IL
c.  
Open up bank account for the company

·  
Secured initial capital by private placement to investors

·  
Commenced significant other operational activities, such as:
a.  
Have visited 3 existing seed suppliers in California, Illinois, Maine
b.  
Have visited 2 existing farms in California
c.  
Have visited 2 existing seed breeders in California and Wisconsin

As of the date of this Prospectus, we have oral agreements with the following four seed suppliers:

·  
Rispens Seeds. Inc, IL
·  
Holaday Seed Company, CA
·  
Johnny's Selected Seeds, ME
·  
Integra Hybrids, LLC, CA

We do not intend to enter into formal written supply contracts with these or any other suppliers but instead will place separate purchase orders with our suppliers.  These suppliers have orally indicated that they can and will honor all our purchase orders when given in the foreseeable future.
 
As of the date of this registration statement, we have generated no revenues.  Our auditor has indicated in its report that our lack of revenues raise substantial doubt about our ability to continue as a going concern.  
 
 
5
 
 
The Offering
 
As of the date of this prospectus, we had 34,449,495 shares of common stock outstanding.

Selling shareholders are offering up to 4,305,000 shares of common stock.  The selling shareholders will offer their shares at $0.10 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.  We will pay all expenses of registering the securities, estimated at approximately $60,000.  We will not receive any proceeds of the sale of these securities.

To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock.  The current absence of a public market for our common stock may make it more difficult for you to sell shares of our common stock that you own.

Financial Summary

Because this is only a financial summary, it does not contain all the financial information that may be important to you. Therefore, you should carefully read all the information in this prospectus, including the financial statements and their explanatory notes before making an investment decision.
 
STATEMENT OF LOSS
       
             
   
Year Ended
September 30,
2011
   
Cumulative from
February 7, 2011 (Date
of Inception) Through
September 30, 2011
 
Revenues:
    -       -  
COGS:
    -       -  
Gross Profit
    -       -  
Operating expenses:
  $ 37,543     $ 37,543  
Net Loss
  $ (37,543 )   $ (37,543 )
 
BALANCE SHEETS
     
   
September 30, 2011
 
ASSETS
  $ 440,606  
         
LIABILITIES
  $ 2,992  
         
STOCKHOLDERS’ Equity
  $ 437,614  
         
TOTAL LIABILITIES & EQUITY
  $ 440,606  

 
6
 
 
RISK FACTORS

In addition to the other information provided in this prospectus, you should carefully consider the following risk factors in evaluating our business before purchasing any of our common stock.  All material risks are discussed in this section.

Risks Related to our Business

Our generating no revenues from operations makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

As of January 15, 2012, we have  no revenues generated.   As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data.  Because of the related uncertainties, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in sales, revenues or expenses.  If we make poor budgetary decisions as a result of unreliable data, we may never become profitable or incur losses, which may result in a decline in our stock price. 

Our auditor has indicated in its report that there is substantial doubt about our ability to continue as a going concern as a result of our lack of revenues and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

Our auditor has indicated in its report that our lack of revenues raise substantial doubt about our ability to continue as a going concern.  The financial statements do not include adjustments that might result from the outcome of this uncertainty. If we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.  

Any decrease in the availability, or increase in the cost, of vegetable seeds we purchase for resale could materially affect our earnings.

Our operations depend heavily on the availability of vegetable seeds we will resell. We currently have no binding contract, agreement or commitment to acquires our seeds. However, if is the suppliers we locate are unable or unwilling to provide us with vegetable seeds on terms favorable to us, we may be unable to resell certain products. This could result in a decrease in profit and damage to our reputation in our industry. In the event our costs of acquiring these agricultural seeds increase, we may not be able to pass these higher costs on to our customers in full or at all. Any increase in the prices for these products could materially increase our costs and therefore lower our earnings. 

Our revenue will decrease if there is less demand for agricultural seeds.
 
We are subject to the general changes in economic conditions affecting the purchase of agricultural seeds. Demand for our products is typically affected by a number of economic factors, including, but not limited to, consumer demand for the type of seeds we will sell. If there is a decline in demand for our agricultural seeds, our revenue will likewise decrease.

 
7
 
 
We face increasing competition from domestic and foreign companies.
 
The food industry in throughout the world is fragmented. Our ability to compete against other Chinese and international enterprises is, to a significant extent, dependent on our ability to distinguish our products from those of our competitors by providing large volumes of high quality products that appeal to consumers’ tastes and preferences at reasonable prices. Some of our competitors have been in business longer than we have and are more established. Our competitors may provide products comparable or superior to those we provide or adapt more quickly than we do to evolving industry trends or changing market requirements. Increased competition may result in price reductions, higher supplier prices, reduced margins and loss of market share, any of which could materially adversely affect our profit margins.
 
Our sales and reputation may be affected by product liability claims, litigation or, product recalls in relation to our products.
 
The sale seeds for growing products for human consumption involves an inherent risk of injury to consumers. We face risks associated with product liability claims, litigation, or product recalls, if our products cause injury or become adulterated or misbranded. Our products are subject to contamination, such as mold andbacteria, insects during any of the procurement, transportation and storage processes. If any of our products were to be tampered with, or become tainted in any of these respects, and we were unable to detect this, our products could be subject to product liability claims or product recalls. Our ability to sell products could be reduced if our seeds have been contaminated by other agents.
 
We have not procured a product liability or general liability insurance policy for our business. To the extent that we suffer a loss of a type which would normally be covered by product liability or general liability, we would incur significant expenses in defending any action against us and in paying any claims that result from a settlement or judgment against us. Product liability claims and product recalls could have a material adverse effect on the demand for our products and on our business goodwill and reputation. Adverse publicity could result in a loss of consumer confidence in our products.
 
General economic conditions could reduce our revenues.

General economic conditions in the world and particularly in China where we will sell have an impact on our business and financial results. The global economy in general remains uncertain. As a result, individuals and companies may delay or reduce expenditures. Weak economic conditions and/or softness in the consumer or business channels could result in lower demand for our products, resulting in lower sales, earnings and cash flows.

Our earnings may be sensitive to fluctuations in market prices and demand for our products.
 
Growing conditions, particularly weather conditions such as windstorms, floods, droughts and freezes, as well as diseases and pests, are primary factors affecting market prices because of their influence on the supply and quality of product. In addition, demand for our products could decline, whether because of supply and quality issues or for any other reason, including products of competitors that might be considered superior by end users. A decrease in the selling price received for our products or a decline in demand for our products could have a material adverse effect on our business, results of operations and financial condition.
 
 
8
 

Because our business is highly seasonal, our revenue, cash flows from operations and operating results may fluctuate on a seasonal and quarterly basis.
 
Our business is highly seasonal. The seasonal nature of our operations results in significant fluctuations in our working capital during the growing and selling cycles. As a result, operating activities during the second and third fiscal quarters use significant amounts of cash because we typically pay our growers and seeds suppliers/dealers progressively, starting in the second quarter. In contrast, operating activities for the fourth and first fiscal quarters generate substantial cash as we ship inventory and collect accounts receivable. We have experienced, and expect to continue to experience, significant variability in net sales, operating cash flows and net income on a quarterly basis.
 
Because we do not grow any of the vegetable seeds that we will sell, we will entirely dependent on our existing and to-be-developed network of growers, suppliers/dealers, and our sales, cash flows from operations and results of operations may be negatively affected if growers suppliers/dealers from which we will purchase our products were to stop supplying seed to us.
 
We currently have a no network of growers of vegetable seeds that provide all of the seed we will sell to our customers.  We anticipate that initially we will develop relationships only with a small number of growers. We do not anticipate that we will have long-term supply contracts with any of these growers, which will us particularly vulnerable to factors beyond our control. Events such as a shift in pricing caused by an increase in the value of commodity crops other than seed crops, increase in land prices or competition could disrupt our chain of supply. Any of these disruptions could limit the supply of seed that we obtain in any given year, adversely affecting supply and thereby lowering revenues in the subsequent marketing season. Such disruption could also damage our distributor relationships and potential customer loyalty to us if we cannot supply the quantity of seed expected by them.
 
We face intense competition, and our inability to compete effectively for any reason could adversely affect our business.
 
The vegetable seeds market is highly competitive, and our products face competition from a number of small seed companies, as well as large agricultural and biotechnology companies. We will compete primarily on the basis of consistency of product quality, product availability, customer service and price. Many of our competitors are, or are affiliated with, large diversified companies that have substantially greater marketing or financial resources than we have. These resources give our competitors greater operating flexibility that, in certain cases, may permit them to respond better or more quickly to changes in the industry or to introduce new products more quickly and with greater marketing support. Increased competition could result in lower profit margins, substantial pricing pressure, reduced market share and lower operating cash flows. Price competition, together with other forms of competition, could have a material adverse effect on our business, financial position, results of operations and operating cash flows.
 
Our single business line of seed sale does not permit us to spread our business risks among different business segments and, thus, a disruption in our seed sale or the industry would harm us more immediately and directly than if we were diversified.
 
We operate mainly in the vegetable seed business, and we do not expect this to change materially in the foreseeable future. Without business line diversity, we will not be able to spread the risk of our operations. Therefore, our business opportunities, revenue and income could be more immediately and directly affected by disruptions from such things as drought and disease or widespread problems affecting the industry, payment disruptions and customer rejection of our varieties of vegetable seeds. If there is a disruption as described above, our revenue and income will be reduced, and our business operations may have to be scaled back.
 
 
9
 
 
If we are unable to acquire sufficient raw materials or produce sufficient finished product, we will not be able to meet the demands of our customers.
 
We currently must acquire sufficient vegetable seeds to meet the demands of our customers. An vegetable seed shortage could result in loss of sales and damage to our reputation. If our future growers become unable or unwilling to produce the required commercial quantities of vegetable seeds on a timely basis and at commercially reasonable prices, we will likely be unable to meet customer demand. The failure to satisfy our customers not only could adversely impact our financial results but could irreparably harm our reputation.
 
We depend heavily on key personnel, and turnover of key senior management could harm our business.
 
Our future business and results of operations depend in significant part upon the continued contributions of our founders, president  Jun (Charlie) Huang and secretary/treasurer Yidan (Andy) Liu. If we lose their services or if they fail to perform in their current positions, or if we are not able to attract and retain skilled employees as needed, our business could suffer. Significant turnover in our senior management could significantly deplete our institutional knowledge held by our existing senior management team. We depend on the skills and abilities of these key employees in managing the product acquisition, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future.

Our management has limited experience in managing the day to day operations of a public company and, as a result, we may incur additional expenses associated with the management of our company.

Our founders, president  Jun (Charlie) Huang and secretary/treasurer Yidan (Andy) Liu, are responsible for the operations and reporting of our company. The requirements of operating as a small public company are new to the management team and the employees as a whole. This may require us to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with additional SEC reporting requirements. Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.
 
Risks Related to our Operations in China

Because our initial customers are located in China, the following risks could affect our business of our supplier and thus harm our revenues.

 
10
 
 
Changes in China’s political or economic situation could harm us and our operating results.

Economic reforms adopted by the Chinese government have had a positive effect on the economic development of the country, but the government could change these economic reforms or any of the legal systems at any time. This could either benefit or damage our operations and profitability. Some of the things that could have this effect are:

 
•
Level of government involvement in the economy;
 
 
•
Control of foreign exchange;
 
 
•
Methods of allocating resources;
 
 
•
Balance of payments position;
 
 
•
International trade restrictions; and
 
 
•
International conflict.
 
The Chinese economy differs from the economies of most countries belonging to the Organization for Economic cooperation and Development, or OECD, in many ways. For example, state-owned enterprises still constitute a large portion of the Chinese economy, and weak corporate governance traditions and a lack of flexible currency exchange policy continue to persist. As a result of these differences, the business of our initial customers could be adversely affected.
 
Our business is largely subject to the uncertain legal environment in China and your legal protection could be limited.

The Chinese legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which precedents set in earlier legal cases are not generally used. The overall effect of legislation enacted over the past 20 years has been to enhance the protections afforded to foreign invested enterprises in China. However, these laws, regulations and legal requirements are relatively recent and are evolving rapidly, and their interpretation and enforcement involve uncertainties. These uncertainties could limit the legal protections available to foreign investors, such as the right of foreign invested enterprises to hold licenses and permits such as requisite business licenses. Further as a result, it could be difficult for us to enforce a judgment obtained in the U.S. against our Chinese customers.

You may have difficulty in enforcing any judgment against one of our officer/directors and three other of our directors as they are residents of China and not of the U.S., and substantially all the assets of these persons are located outside the U.S.
 
One of our officer/directors and three other of our Directors are residents of China and not of the U.S., and substantially all the assets of these persons are located outside the U.S. As a result, it could be difficult for investors to effect service of process in the U.S., or to enforce a judgment obtained in the U.S. against our Chinese operations and subsidiaries.
 
 
11
 
 
The Chinese government exerts substantial influence over the manner in which we and our initial customers must conduct their business activities.

Only recently has China permitted provincial and local economic autonomy and private economic activities. The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability and our supplier’s ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property and other matters. The central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof.
 
The value of our securities will be affected by the foreign exchange rate between U.S. dollars and RMB.

The value of our common stock will be affected by the foreign exchange rate between U.S. dollars and RMB, and between those currencies and other currencies in which our sales may be denominated. Currently, RMB is stronger than U.S. Dollars. Further, China announced its decision on June 19, 2010 to no longer peg the RMB to the U.S. dollar. For example, to the extent that we need to convert U.S. dollars into RMB for our operational needs and should RMB appreciate against the U.S. dollar at that time, our financial position, the business of the Company, and the price of our common stock may be harmed. Conversely, if we decide to convert our RMB into U.S. dollars for the purpose of declaring dividends on our common stock or for other business purposes and the U.S. dollar appreciates against RMB, the U.S. dollar equivalent of our earnings from our subsidiaries in China would be reduced.
 
In the event that the U.S. dollars appreciate against RMB, our revenues may decrease.

Risks Related to the Market for our Stock
 
Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws. 

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future.

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTCBB, investors should consider any secondary market for the Company's securities to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication which permits a "manual exemption." This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations.  We may not be able to secure a listing containing all of this information.  Furthermore, the manual exemption is a non issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

Accordingly, our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.
 
 
12
 
 
We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions.  We anticipate that our common stock will become a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.
 
Sales of our common stock under Rule 144 could reduce the price of our stock.

There are 3,895,000 shares of our common stock held by non-affiliates and 30,210,000 shares held by affiliates that Rule 144 of the Securities Act of 1933 defines as restricted securities.

3,895,000 of our shares held by non-affiliates and 410,000 shares held by non-management affiliates are being registered in this offering, however all of the remaining affiliates’ shares will still be subject to the resale restrictions of Rule 144.  In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price.  The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

Because we do not have an audit or compensation committee, shareholders will have to rely on the entire board of directors, none of which are independent, to perform these functions.

We do not have an audit or compensation committee comprised of independent directors.  Indeed, we do not have any audit or compensation committee.  These functions are performed by the board of directors as a whole.  No members of the board of directors are independent directors.  Thus, there is a potential conflict in that board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

Certain of our stockholders hold a significant percentage of our outstanding voting securities which could reduce the ability of minority shareholders to effect certain corporate actions .

Our officers, directors and majority shareholders are the beneficial owners of approximately 87.69% of our outstanding voting securities. As a result, they possess significant influence and can elect a majority of our board of directors and authorize or prevent proposed significant corporate transactions. Their ownership and control may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer.

 
13
 
 
Special Information Regarding Forward Looking Statements

Some of the statements in this prospectus are “forward-looking statements.”  These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.  These factors include, among others, the factors set forth above under “Risk Factors.”  The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements.  We caution you not to place undue reliance on these forward-looking statements.  We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments.  However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer and as an issuer of penny stocks.  Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.

USE OF PROCEEDS

Not applicable.  We will not receive any proceeds from the sale of shares offered by the selling shareholders.

DETERMINATION OF OFFERING PRICE
 
Our management has determined the offering price for the selling shareholders' shares.  The price of the shares we are offering was arbitrarily determined based upon the prior offering price in our private placement.  We have no agreement, written or oral, with our selling shareholders about this price.  Based upon oral conversations with our selling shareholders, we believe that none of our selling shareholders disagree with this price.  The offering price bears no relationship whatsoever to our assets, earnings, book value or other criteria of value. The factors considered were:
 
·  
our lack of significant revenues
 
·  
our growth potential
 
·  
the price we believe a purchaser is willing to pay for our stock
 
The offering price does not bear any relationship to our assets, results of operations, or book value, or to any other generally accepted criteria of valuation. Prior to this offering, there has been no market for our securities.

DILUTION

Not applicable. We are not offering any shares in this registration statement. All shares are being registered on behalf of our selling shareholders.

 
14
 
 
SELLING SHAREHOLDERS

The selling security holders named below are selling the securities. The table assumes that all of the securities will be sold in this offering. However, any or all of the securities listed below may be retained by any of the selling security holders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the selling security holders upon termination of this offering.

We believe that the selling security holders listed in the table have sole voting and investment powers with respect to the securities indicated. We will not receive any proceeds from the sale of the securities by the selling security holders. None of our selling security holders is or is affiliated with a broker-dealer.  All selling security holders may be deemed underwriters.

Name of Shareholders
Total Shares Owned
Shares Registered
Remaining Shares if All Registered Shares Sold
% Before Offering
% After Offering
Material Transactions with Selling Shareholder in past 3 years (incl. nature of services provided and dates provided)
Jun Huang
15,000,000
100,000
14,900,000
43.54%
43.26%
Officer/Director
Yidan Liu
15,000,000
100,000
14,900,000
43.54%
43.26%
Officer/Director
Jiwen Zhang
10,000
10,000
0
*
0
 
Pieter Droegkamp
5,000
5,000
0
*
0
 
Ross R. Rispens
50,000
50,000
0
0.15%
0
Officer/Director
Howard K. Rispens
50,000
50,000
0
0.15%
0
 
Jincheng Wu & Bing Qian
100,000
100,000
0
0.29%
0
 
Xiaorong Han
100,000
100,000
0
0.29%
0
 
Xiaodong Han
100,000
100,000
0
0.29%
0
 
Han Wang
10,000
10,000
0
*
0
 
Jifen Xu
10,000
10,000
0
*
0
 
Mike L Fang
30,000
30,000
0
*
0
 
Sean Zhang
10,000
10,000
0
*
0
 
Alan C. Fung & Jie Hu
50,000
50,000
0
0.15%
0
 
Hu Zhenxi & Cao Xueyan
50,000
50,000
0
0.15%
0
 
Dongqing  Xue
20,000
20,000
0
*
0
 
 
 
15
 
 
Qiuju  Xue
20,000
20,000
0
*
0
 
Yujiu  Zhang
20,000
20,000
0
*
0
 
Xiaoxuan Jiang
20,000
20,000
0
*
0
 
Sun Liang
20,000
20,000
0
*
0
 
Baohua  Hang
10,000
10,000
0
*
0
 
Jingjie  Ma
10,000
10,000
0
*
0
 
Ke  Li
10,000
10,000
0
*
0
 
Kejing  Xiao
10,000
10,000
0
*
0
 
Zhanhong  Liu
20,000
20,000
0
*
0
 
Yangfei  Huang
50,000
50,000
0
0.15%
0
 
Zhong  Li
20,000
20,000
0
*
0
 
Fei  Lu
50,000
50,000
0
0.15%
0
 
Xinyu  Wang
10,000
10,000
0
*
0
Officer/Director
Fangmin  Ye
10,000
10,000
0
*
0
 
Yuntao  Shi
100,000
100,000
0
0.29%
0
 
Youqing  Zhou
20,000
20,000
0
*
0
 
Tao  Jiang
10,000
10,000
0
*
0
 
Tao  Fan
100,000
100,000
0
0.29%
0
 
Yang  Li
50,000
50,000
0
0.15%
0
 
Shurong Wang
10,000
10,000
0
*
0
 
Xiujin  Fu
100,000
100,000
0
0.29%
0
 
Bo  Yang
100,000
100,000
0
0.29%
0
 
Jin  Wang
10,000
10,000
0
*
0
 
Guoxin  Qiu
100,000
100,000
0
0.29%
0
 
Yuyan  Guo
100,000
100,000
0
0.29%
0
 
Xindong  Lu
50,000
50,000
0
0.15%
0
 
Bingmei  Ma
50,000
50,000
0
0.15%
0
 
 
 
16
 
 
Wen  Huang
10,000
10,000
0
*
0
 
Chuanwen  Sun
100,000
100,000
0
0.29%
0
 
Baojian Qiao
20,000
20,000
0
*
0
 
Guangfu  Pan
20,000
20,000
0
*
0
 
Yaolian  Huang
20,000
20,000
0
*
0
 
Manying  Chen
50,000
50,000
0
0.15%
0
Officer/Director
Donggui  Hong
20,000
20,000
0
*
0
 
Yong  Chen
20,000
20,000
0
*
0
 
Shuxia  Jiang
20,000
20,000
0
*
0
 
Xiaowen  Han
10,000
10,000
0
*
0
 
Weiyi  Wu
100,000
100,000
0
0.29%
0
 
Yongwei  Chen
100,000
100,000
0
0.29%
0
 
Ming  Lu
50,000
50,000
0
0.15%
0
 
Hui  Zhang
20,000
20,000
0
*
0
 
Jihong  Zhang
50,000
50,000
0
0.15%
0
 
Jishuang  Zhang
100,000
100,000
0
0.29%
0
 
Xianfeng  Zhang
20,000
20,000
0
*
0
 
Junjie  Dai
20,000
20,000
0
*
0
 
Suhua  Lu
20,000
20,000
0
*
0
 
Ping  Guan
20,000
20,000
0
*
0
 
Yingchun  Wang
10,000
10,000
0
*
0
 
Zhiqiang  Liu
20,000
20,000
0
*
0
 
Qunshan  Yang
20,000
20,000
0
*
0
 
Baocheng  Li
20,000
20,000
0
*
0
 
Hongchen  Li
20,000
20,000
0
*
0
 
Hongyan  Liu
10,000
10,000
0
*
0
 
Lizhong  Jia
10,000
10,000
0
*
0
 
 
 
17
 
 
Hongjun  Li
10,000
10,000
0
*
0
 
Yuncheng  Chen
10,000
10,000
0
*
0
 
Guohua  Zhang
10,000
10,000
0
*
0
 
Kai  Hu
20,000
20,000
0
*
0
 
Qiming  Peng
10,000
10,000
0
*
0
 
Jinwang  Sun
50,000
50,000
0
0.15%
0
 
Jie  Zhang
100,000
100,000
0
0.29%
0
 
Hongbo  Yuan
20,000
20,000
0
*
0
 
Xiumei  Zhang
50,000
50,000
0
0.15%
0
 
Li  Zhang
200,000
100,000
100,000
0.58%
0.29%
 
Minhang  Wei
100,000
100,000
0
0.29%
0
Officer/Director
Minyun  Wei
50,000
50,000
0
0.15%
0
 
Guiwang  Wei
20,000
20,000
0
*
0
 
Na  Yin
20,000
20,000
0
*
0
 
Rongbo  Li
10,000
10,000
0
*
0
 
Furong  Jiang
50,000
50,000
0
0.15%
0
 
Fuqiang  Jiang
10,000
10,000
0
*
0
 
Yulong  Yan
20,000
20,000
0
*
0
 
Qin  Fang
50,000
50,000
0
0.15%
0
 
Haiyun  Qin
20,000
20,000
0
*
0
 
Shuang Liang
10,000
10,000
0
*
0
 
Weidong  Cheng
20,000
20,000
0
*
0
 
Jun  Li
10,000
10,000
0
*
0
 
Suna  Lu
10,000
10,000
0
*
0
 
Ming  Zhang
100,000
100,000
0
0.29%
0
 
Jun  Zhan
50,000
50,000
0
0.15%
0
 
Huaijin  Lin
100,000
100,000
0
0.29%
0
 
 
 
18
 
 
Xiaobo  Liu
20,000
20,000
0
*
0
 
Lin  Wang
10,000
10,000
0
*
0
 
Jichun  Li
50,000
50,000
0
0.15%
0
 
Yunhui  Li
100,000
100,000
0
0.29%
0
 
Yunbo  Li
50,000
50,000
0
0.15%
0
 
Tao  Xu
10,000
10,000
0
*
0
 
Guozheng  Liu
20,000
20,000
0
*
0
 
Xingqin  Long
20,000
20,000
0
*
0
 
Mingxiu  Jin
10,000
10,000
0
*
0
 
Shaowei  Cai
20,000
20,000
0
*
0
 
Gonglin  Tang
10,000
10,000
0
*
0
 
Lijuan  Wang
10,000
10,000
0
*
0
 
Zhangbao  Dong
10,000
10,000
0
*
0
 
Zhengdong Huang
10,000
10,000
0
*
0
 
Jit Chan
10,000
10,000
0
*
0
 
Jichun Zhang
10,000
10,000
0
*
0
 
Jiquan Zhang
10,000
10,000
0
*
0
 
Jiaquan Fan
20,000
20,000
0
*
0
 
Michael Williams
344,495
100,000
244,495
1.00%
0.7%
Attorney
 TOTAL
34,449,495
4,305,000
30,144,495
96.88%
87.51%
 
_____
* Less than .10%

[1] Assuming sale of all shares registered hereunder.

 
19
 
 
Share Issuances

On February 7, 2011, two founders of the Company, one a U.S. citizen or resident and one a non-U.S. citizen or resident, Jun Huang and Yidan Liu purchased 30,000,000 shares at $0.001 per share.  The proceeds of $30,000 were received.
 
On May 31, 2011, additional 4,105,000 shares were issued to 113 shareholders, of which 15 are U.S. citizens or residents and 98 non-U.S. citizens or residents at price of $0.1 per share or $410,500 aggregate proceeds.

On June 30, 2011, 344,495 shares was issued to our attorney $0.1 per share for legal service valued at $ 34,450.
 
We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuances to US citizens or residents. We relied upon Regulation S of the Securities Act of 1933, as amended for the above issuances to non US citizens or residents.

Blue Sky

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTCBB, investors should consider any secondary market for the Company's securities to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication which permits a "manual exemption”. This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

We currently do not intend to and may not be able to qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders.

 
20
 
 
PLAN OF DISTRIBUTION

Our common stock is currently not quoted on any market.  No market may ever develop for our common stock, or if developed, may not be sustained in the future.  Accordingly, our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

Selling shareholders are offering up to 4,305,000 shares of common stock. The selling shareholders will offer their shares at $0.10 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders.

The securities offered by this prospectus will be sold by the selling shareholders. Selling shareholders in this offering may be considered underwriters.  We are not aware of any underwriting arrangements that have been entered into by the selling shareholders. The distribution of the securities by the selling shareholders may be effected in one or more transactions that may take place in the over-the-counter market, including broker's transactions or privately negotiated transactions.

The selling shareholders may pledge all or a portion of the securities owned as collateral for margin accounts or in loan transactions, and the securities may be resold pursuant to the terms of such pledges, margin accounts or loan transactions. Upon default by such selling shareholders, the pledge in such loan transaction would have the same rights of sale as the selling shareholders under this prospectus. The selling shareholders may also enter into exchange traded listed option transactions, which require the delivery of the securities listed under this prospectus. After our securities are qualified for quotation on the over the counter bulletin board, the selling shareholders may also transfer securities owned in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration, and upon any such transfer the transferee would have the same rights of sale as such selling shareholders under this prospectus.

In addition to the above, each of the selling shareholders will be affected by the applicable provisions of the Securities Exchange Act of 1934, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the securities by the selling shareholders or any such other person. We have instructed our selling shareholders that they may not purchase any of our securities while they are selling shares under this registration statement.

Upon this registration statement being declared effective, the selling shareholders may offer and sell their shares from time to time until all of the shares registered are sold; however, this offering may not extend beyond two years from the initial effective date of this registration statement.

There can be no assurances that the selling shareholders will sell any or all of the securities. In various states, the securities may not be sold unless these securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

All of the foregoing may affect the marketability of our securities. Pursuant to oral promises we made to the selling shareholders, we will pay all the fees and expenses incident to the registration of the securities.

Should any substantial change occur regarding the status or other matters concerning the selling shareholders or us, we will file a post-effective amendment to this registration statement disclosing such matters.

 
21
 
 
OTC Bulletin Board Considerations

To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. We anticipate that after this registration statement is declared effective, market makers will enter “piggyback” quotes and our securities will thereafter trade on the OTC Bulletin Board.

The OTC Bulletin Board is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTC Bulletin Board. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Bulletin Board.

Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Bulletin Board has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in the bulletin board is that the issuer be current in its reporting requirements with the SEC.

Although we anticipate listing on the OTC Bulletin board will increase liquidity for our stock, investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the OTC Bulletin Board rather than on NASDAQ. Investors’ orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.

Investors must contact a broker-dealer to trade OTC Bulletin Board securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker.

Bulletin board transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the bulletin board, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.

Because bulletin board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

 
22
 
 
LEGAL PRO CEEDINGS

We are not aware of any pending or threatened legal proceedings in which we are involved.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The board of directors elects our executive officers annually.  A majority vote of the directors who are in office is required to fill vacancies.  Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal. Our directors and executive officers are as follows:

Name
 
Age
 
Position
Yidan (Andy) Liu
 
42
 
Founder, Director and Secretary/Treasurer
Jun (Charlie) Huang
 
44
 
Founder, President
Ross Rispens
 
53
 
Director
Manying Chen
 
47
 
Director
Minhang Wei
 
40
 
Director
Xinyu Wang
 
44
 
Director

Yidan (Andy) Liu, age 42,   has been our Founder, Director and Secretary/Treasurer since inception.  November 2006 to date, he started as a SAP consultant and in 2010 got promoted to a Manager at Accenture, a Management consulting, technology services and outsourcing company.  He started his own company, America Brilliance Corp, at 2008 doing seeds business and later on added medical equipment business. He set up the seed supply chain solely in U.S from scratch. It is from this company, he gained in depth understanding of seed business. To avoid conflicts of interest, he plans to shut down the seed operation part of this business once our securities are qualified for quotation on the OTCBB and leave only the medical portion of business running in America Brilliance Corp.   From May 1998 to November 2006, he was Software Engineer with Ryerson, a steel service company.  He has a Computer Science Master Degree, Loyola University Chicago, IL May, 1998 and a Mathematics Bachelor Degree, Capital Normal University, Beijing, China, May, 1991.   Mr. Liu brings to the Board a deep solid understanding about both Chinese and American culture, value systems. This unique experience will provide the company a comprehensive view and a bridge between West and East when making strategic plans or doing day-to-day business. Mr. Yidan Liu has been involved in the seed business for about 5 years as a side job. He set up the U.S. import/export channel from scratch. And now he is in the process of establishing good relationships and stable supply chain with American seed companies, distributors, breeding companies and farms.  Mr. Liu has unique, long-term, strategic vision about this company and strong execution capability.

Jun (Charlie) Huang has been our Founder and President since inception. March 2002 to date, owner, general manager of Beijing Shenghuadefeng seeds company.  To avoid conflicts of interest, he plans to terminate all involvement in this business once our securities are qualified for quotation on the OTCBB.  From January 1996 to February 2002, he has been department manager of Eastern Flower import/export company in the seed business. From September 1991 to December 1995, he was CFO of Beijing Phosphate Company (renamed to Beijing Agricultural Material Supply Station).  He obtained Certificate of Agronomist issued by China Agriculture Department at 1993. In August 1991, he obtained his bachelor degree of Agriculture Economy Management from Agriculture Economy department in Beijing Agricultural College. He brings to the Board his significant direct agriculture related experience as well as his network of contacts and relationships with customers and secondary dealers across China as well as U.S suppliers and growers.

Ross Rispens has been a Director since inception.  He is vice president of Rispens Seeds Inc which he joined in June 1976 after he graduated from high school. He brings to the Board his His over 35 years experience in the industry and reputation from himself and his family owned company as well as his network of contacts and knowledge of the U.S. side of our business.

 
23
 
 
Manying Chen has been a Director since inception.  He is general manager of Xi’an SunnySeeds Co. Ltd, Xi’an China in charge of vegetable seed breeding projects from 2001 to now. He has been also working at Xi’an Agriculture Technology Promotion Center charged in promoting new technologies since 2009. From 1988 to 2001, as vice director of Xi’an Academy of Vegetable Sciences, he focused on research and development department. He received master degree from Horticulture Department, Northwestern University of Agriculture in 1988. He also studied in Japan International Cooperation Agency from March to August 1997. He also studied in College of Agriculture, University of Peradeniya, Sri Lanka. He has been awarded 6 times for his major research achievements and involvement in vegetable seed breeding, cultivation and new technology promotion field. Details are listed below:
 
1. Xi’an governmental project: “Chinese Cabbage Production Stability”. Named Forerunner individual by Xi’an City Government.
 
2. Shaanxi Province Agriculture Extension Station funded project: “None-manual heated type green house construction and extension” which got the 3 rd place quality prize of Xi’an government.
 
3. Toke the charge of Shaanxi Province Department of Science and Technology funded project “Male Sterilization Utility in the Breeding of Pepper”
 
4. In charge of Xi’an bureau of Science and Technology funded project “New Variety Breeding and Extension of Green Eggplant”. Got No. 3 quality prize of Xi’an government
 
5. In charge of Xi’an bureau of Science and Technology funded project “New Variety Breeding of Pink Mini Tomato with None-Heat-Sensitive Nematode Resistant”
 
6. Engaged in Xi’an bureau of Science and Technology funded project “High Efficiency Variety Introduction of Solanum”

He brings to the Board his significant expertise in our industry in China and will help us develop our China market and our brand name in China.

Minhang Wei has been a Director since inception.  He graduated from College of Agriculture, University of Guangxi at July 1997.  From July 1997 to August 1998, he was Manager of Wuming County, Taiping government.  From September 1998 to October 2002, he was manager of Guangxi Seeds Company. In November 2002, he started Nanning Saifeng Seeds Company and worked there until November 2004. In November 2004, he started Guangxi Yahang Agriculture Technology Co. Ltd. and worked there until January 1911. In February 2011, he started Nanning Guishu Horticulture Technology Company and worked there until today. He had started multiple agriculture related companies and also involved in acquisitions. He brings to the Board his significant expertise in our industry in China and will help us develop our China market and our brand name in China.
 
Xinyu Wang has been a Director since inception.  He has been China Marketing and Business Manager with Hazera Genetics LTD since October 2001. From August 1997 to October 2001, he was  the chief representative of marketing team with United Beijing office of Hazera Genetics LTD and Haifa Chemicals LTD, both are Israel-based global companies.  He brings to the board his significant management expertise with global companies, in marketing & sales, technical support, project development, distribution management, business development and overall administration management roles in seed and chemicals industry.

 
24
 
 
Family Relationships

There are no family relationships between or among our officers and directors.

Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

·
Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,

·
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),

·
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities,

·
Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

·
Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.

·
Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.

·
Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.
 
 
25
 
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group.  To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted.  There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown.  The business address of the shareholders is Oak Brook Pointe, Suite 500, 700 Commerce Drive, Oak Brook IL 60523.
 
Name
 
Number of Shares of Common stock
   
Percentage
 
Yidan (Andy) Liu
    15,000,000       43.54 %
                 
Jun (Charlie) Huang
    15,000,000       43.54 %
                 
Ross Rispens
    50,000       0.15 %
                 
MinHang Wei
    100,000       0.3 %
                 
ManYing Chen
    50,000       0.15 %
                 
XinYu Wang
    10,000       0.03 %
                 
All executive officers and directors as a group [6 persons]
    30,210,000       87.69 %
 
This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 34,449,495 shares of common stock outstanding as of December 31, 2011.

 
26
 
 
DESCRIPTION OF SECURITIES

The following description as a summary of the material terms of the provisions of our Articles of Incorporation and Bylaws.  The Articles of Incorporation and Bylaws have been filed as exhibits to the registration statement of which this prospectus is a part.

Common Stock

We are authorized to issue 500,000,000 shares of common stock with $.001 par value per share. As of the date of this registration statement, there were 34,449,495 shares of common stock issued and outstanding held by 116 shareholders of record.

Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the shareholders of our common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Holders of our common stock have no preemptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions. Upon our liquidation, dissolution or windup , the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities. There are not any provisions in our Articles of Incorporation or our Bylaws that would prevent or delay change in our control.

INTEREST OF NAMED EXPERTS

The financial statements for the period from inception to September 30, 2011 included in this prospectus have been audited by Enterprise CPAs, Ltd. which are independent certified public accountants, to the extent and for the periods set forth in our report and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The legality of the shares offered under this registration statement is being passed upon by Williams Law Group, P.A., Tampa, Florida. Michael T. Williams, principal of Williams Law Group, P.A., owns 344,495 shares of our common stock, of which 100,000 are being registered in this offering.

 
27
 
 
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES

Our Bylaws, subject to the provisions of Hong Kong China Law, contain provisions which allow the corporation to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us if it is determined that person acted in good faith and in a manner which he reasonably believed was in the best interest of the corporation.  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

DESCRIPTION OF BUSINESS

Organization

A & C United Agriculture Developing Inc., or the “Company,” is a Nevada corporation formed on February 7, 2011.  Our principal executive office is located at Oak Brook Pointe, Suite 500, 700 Commerce Drive, Oak Brook IL 60523.  Tel: 630-288-4600

Business

Our business will be the sale of vegetable seeds in all areas of the world, focusing initially on China.  We have not yet sold any of these products.

We will sell the following types of vegetable seeds:  broccoli, squash, and cabbage.

We will acquire these seeds from various suppliers in the United States.

Since our inception we have engaged in the following significant operating activities:

·  
Company set up
a.  
Incorporate company in state of Nevada
b.  
Set up main executive office in Oak Brook, IL
c.  
Open up bank account for the company

·  
Secured initial capital by private placement to investors

·  
Commenced significant other operational activities, such as:
a.  
Have visited 3 existing seed suppliers in California, Illinois, Maine
b.  
Have visited 2 existing farms in California
c.  
Have visited 2 existing seed breeders in California and Wisconsin

 
28
 
 
As of the date of this Prospectus, we have oral agreements with the following four seed suppliers:

·  
Rispens Seeds. Inc, IL
·  
Holaday Seed Company, CA
·  
Johnny's Selected Seeds, ME
·  
Integra Hybrids, LLC, CA

We do not intend to enter into formal written supply contracts with these or any other suppliers but instead will place separate purchase orders with our suppliers.  These suppliers have orally indicated that they can and will honor all our purchase orders when given in the foreseeable future.
 
Sales, Marketing and Distribution
 
We will sell high quality hybrid vegetable  seeds  to customers and end users that cover most provinces of China.  Varieties selected and trialed will be for different weather types at different locations. Higher germination rate, high yielding, stability, relatively shorter maturity are the main criteria for most of the customers and end users.  We do not have written contracts with these customers and end users.
 
We primarily will sell our seed through to-be-developed our network of distributors and dealers and brokers in China. We do not currently have or expect to have in the future formal distribution agreements with our distributors, but instead, will operate on the basis of purchase orders and invoices. The price, terms of sale, trade credit and payment terms are negotiated on a customer-by-customer basis. Our arrangements with our distributors will not include a right of return. Typical terms for customers require payment in full within 60 days of the date of shipment. In certain cases such as supply shortage, sales to our dealers will be paid in advanceOur credit policies will be determined based upon the long-term nature of the relationship with our customers and end users. Credit limits will be established for individual customers based on historical collection experience, current economic and market conditions and a review of the current status of each customer's trade accounts receivable.
 
We will market our  hybrid vegetable seeds mainly to growers that have existing exporting contracts for their final products. These customers cover major vegetable producers located from North to South and East to West of China.
 
We primarily will sell our seed through our to-be-developed network of distributors and dealers. Dealers and distributors will enable our products to reach growers in areas where there are geographic or other constraints on direct sales efforts. We will select dealers and distributors based on shared vision, technical expertise, local market knowledge and financial stability. We will limit the number of dealers with whom we have relationships in any particular area. In addition, we will build dealer/distributor loyalty through an emphasis on service, access to breeders, ongoing training and promotional material support.
 
We believe that our best marketing tool is the word of mouth. We plan to participate national seed shows in China several times a year to networking and social marketing.
 
 
29
 
 
Supply and Trial Cycle
 
Based upon management’s experience in the industry, we believe vegetable seeds supply in United State for the varieties we intend to sell is plenty. We believe that with advanced technology and mature global seed accessibility, U.S seed companies can provide the varieties Chinese end users are looking for. We are focused on finding the right variety. We first will collect specifications from Chinese end users, then we will match them with the variety here. We ask samples or sometimes we purchase small amount of seed.  We will then try them in various locations in China at different planting season. The challenge we have is that not all the varieties we may initially select will prove to work will work in China. The trial cycle can be over a year in some cases.
 
We do not anticipate offering any material right of return on our product although we may reimburse buyers on a case-by-case basis if seed which passed our trials does not perform well for a particular grower through no fault of the grower.
 
Seasonality
 
Sale of vegetable  seed is affected by seasonal planting patterns of farmers in the geographical areas in China which our seed varieties will be sold. Our sales and earnings performance in North China typically will be the strongest in the autumn, and South China in spring. Our working capital requirements will be typically greatest in our second and third fiscal quarters since payments to growers are largely deferred until this time. Our trade receivables will be at a low point in August and increase through the selling season to peak at the end of the second fiscal quarter
 
Customers

We anticipate that we will sell our products to wholesalers and farmers located throughout China.

Our Competition and Our Market Position  
 
Competition in the vegetable seed industry in China and internationally is intense. We face direct competition by other seed companies, including small family-owned businesses, as well as subsidiaries or other affiliates of chemical, pharmaceutical and biotechnology companies, many of which have substantially greater resources than we do.
 
Our principal competitors are Monsanto, Syngenta, Limagrain, Bejo, China National Seed Group Co., Ltd.  We believe that the key competitive drivers in the industry are proven performance, customer support in the field and value, which takes into account not simply the price of the seed but also yield in the field. We believe we have a competitive advantage over many of these large companies since we have not been involved in the GMO breeding program, and many of the customers that we service around the world demand GMO-free products. In addition, we believe that our strong personal relationships with growers across China and our reputation for high quality varieties of  seed combine to give us a competitive advantage
 
However, many of our existing and potential competitors have substantially greater research and product development capabilities and financial, marketing and human resources than we do. As a result, these competitors may:
 
·  
succeed in developing products that are equal to or superior to our products or potential products or that achieve greater market acceptance than our products or potential products;
·  
devote greater resources to developing, marketing or selling their products; 
·  
respond more quickly to new or emerging technologies or scientific advances and changes in customer requirements, which could render our products or potential products obsolete or less preferable; 
·  
obtain patents that block or otherwise inhibit our ability to develop and commercialize potential products we might otherwise develop; 
·  
withstand price competition more successfully than we can; 
·  
establish cooperative relationships among themselves or with third parties that enhance their ability to address the needs of our customers or prospective customers; and 
·  
take advantage of acquisition or other opportunities more readily than we can.

 
30
 
 
Environmental and Regulatory Matters
 
Our agricultural operations are subject to a broad range of evolving environmental laws and regulations. These laws and regulations include the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Federal Insecticide, Fungicide and Rodenticide Act and the Comprehensive Environmental Response, Compensation and Liability Act.  These environmental laws and regulations are intended to address concerns related to air quality, storm water discharge and management and disposal of agricultural chemicals relating to seed treatment both for domestic and overseas varieties..
 
Compliance with these laws and related regulations is an ongoing process that is not expected to have a material effect on our capital expenditures, earnings or competitive position. Environmental concerns are, however, inherent in most major agricultural operations, including those conducted by us, and there can be no assurance that the cost of compliance with environmental laws and regulations will not be material. Moreover, it is possible that future developments, such as increasingly strict environmental laws and enforcement policies thereunder, and further restrictions on the use of agricultural chemicals, could result in increased compliance costs.
 
We also are subject to the Federal Seed Act (the "FSA"), which regulates the interstate shipment of agricultural and vegetable seed. The FSA requires that seed shipped in interstate commerce be labeled with information that allows seed buyers to make informed choices and mandates that seed labeling information and advertisements pertaining to seed must be truthful. The FSA also helps promote uniformity among state laws and fair competition within the seed industry.
 
Internationally, we are subject to various government laws and regulations (including the U.S. Foreign Corrupt Practices Act and similar non-U.S. laws and regulations) and local government regulations. To help ensure compliance with these laws and regulations, we have adopted specific risk management and compliance practices and policies, including a specific policy addressing the U.S. Foreign Corrupt Practices Act.
 
We are also subject to numerous other laws and regulations applicable to businesses operating in China, including, without limitation, health and safety regulations.
 
Research and Development
 
We have not incurred research and development expenses in the last two fiscal years.

Our Intellectual Property
 
We have no intellectual property.
 
Our Employees
 
Our only employees are our management.  We have no collective bargaining agreement with our employees.  We consider our relationship with our employees to be excellent.

 
31
 
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form S-1.

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking.  Forward-looking statements are, by their very nature, uncertain and risky.  These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filing with the Securities and Exchange Commission.

Although the forward-looking statements in this Registration Statement reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them.  Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements.  You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Overview

A & C United Agriculture Developing Inc., or the “Company,” is a Nevada corporation formed on February 7, 2011.  Our principal executive office is located at Oak Brook Pointe, Suite 500, 700 Commerce Drive, Oak Brook IL 60523.  Tel: 630-288-4600

Our business will be the sale of vegetable seeds in all areas of the world, focusing initially on China.  We have not yet sold any of these products.

We will sell the following types of vegetable seeds:  broccoli, squash, and cabbage.

We will acquire these seeds from various suppliers in the United States.

Current and Future Planned Operational Activities

 
32
 
 
Since our inception we have engaged in the following significant operating activities:

·  
Company set up
a.  
Incorporate company in state of Nevada
b.  
Set up main executive office in Oak Brook, IL
c.  
Open up bank account for the company

·  
Secured initial capital by private placement to investors

·  
Commenced significant other operational activities, such as:
a.  
Have visited 3 existing seed suppliers in California, Illinois, Maine
b.  
Have visited 2 existing farms in California
c.  
Have visited 2 existing seed breeders in California and Wisconsin

As of the date of this Prospectus, we have oral agreements with the following four seed suppliers:

·  
Rispens Seeds. Inc, IL
·  
Holaday Seed Company, CA
·  
Johnny's Selected Seeds, ME
·  
Integra Hybrids, LLC, CA

We do not intend to enter into formal written supply contracts with these or any other suppliers but instead will place separate purchase orders with our suppliers.  These suppliers have orally indicated that they can and will honor all our purchase orders when given in the foreseeable future.

 
33
 
 
During the next 12 months, we anticipate engaging in the following operational activities, although we may vary our plans depending upon operational conditions:

Event
Actions
Time
Total estimated cost
Set up Beijing, China branch office
Shop for office location,
Design organizational structure
Register with local government/departments
Recruit right resources to fill in org chart
By June 30 th , 2012
$25,000
Broccoli Seed sale to reach 1000 units (100,000 seed count/unit)
Continue China marketing;
Continue trials at different locations in China;
By June 30 th , 2012
$20,000
To attend ASTA's 129th Annual Convention
Collect grower/distributors requirements
Prepare flyers, promotion materials
By June 30 th , 2012
$12,000
To attend another 2-3 nation-wide shows, including product demo in the fields, in U.S
Collect grower/distributors requirements
Prepare flyers, promotion materials
By Dec 31 st , 2012
$25,000
Carrot Seed sale to reach 1,000kg
Continue to work with the breeder in U.S to agree on price;
Continue trials at different locations in China;
Marketing in China
By Dec 31 st , 2012
$30,000
Broccoli Seed sale to reach 3000 units (100,000 seed count/unit)
Continue China marketing;
Continue trials at different locations in China;
By Dec 31 st , 2012
$30,000
To attend 3-4 national seeds shows in China
Define marketing approach, design and implement company logo, web pages, posters
By Dec 31 st , 2012
$12,000
Squash seed sale to reach 200KG
Continue China marketing;
Continue to trials at different locations in China
By Dec 31 st , 2012
$10,000
To invite U.S carrot breeders from Integra Hybrids to visit Chinese growers mainly located in Fujian province, southern  China
To work on schedule, agenda, logistic details
By April 30 th , 2012
$10,000 (2 people from U.S)
To invite U.S sweet corn breeders from Abbott Cobb, to visit Chinese growers located in north-east of China
To work on schedule, agenda, logistic details
By Oct 31 st , 2012
$10,000 (2 people from U.S)

 
34
 
 
Results of Operations
 
For the period from March February 7, 2011 (date of inception) through September 30, 2011
 
Revenue
 
Since our company started on February 7, 2011, there was no revenue generated as of September 30, 2011.
 
Cost of Revenue
 
Since our company started on February 7, 2011, there was no cost of goods sold incurred as of September 30, 2011.
 
Expense
 
Our expenses consist of selling, general and administrative expenses as follows:
 
As of September 30, 2011, there was a total of $37,543 operating expenses as follows:
 
Expense
     
Bank Service Charges
  $ 270  
License & Registration
    1,275  
Meals and Entertainment
    67  
Postage and Delivery
    30  
Printing and Reproduction
    124  
Auto and Truck Expenses
    14  
Professional Fees
    34,450  
Rent Expense
    1,312  
Total Expense
  $ 37,543  
 
Income & Operation Taxes
 
We are subject to income taxes in the U.S.
 
We paid no income taxes in USA for the fiscal year ended September 30, 2011 due to the net operation loss in the USA.
 
 
35
 
 
Net Loss
 
We incurred net losses of $37543 for the period from February 7, 2011 to September 30, 2011.
 
Liquidity and Capital Resources

   
At September 30
 
   
2011
 
       
Current Ratio*
    147.26  
Cash
  $ 435,437  
Working Capital***
  $ 437,614  
Total Assets
  $ 440,606  
Total Liabilities
  $ 2,992  
         
Total Equity
  $ 437,614  
         
Total Debt/Equity**
    0.01  
______
*Current Ratio = Current Assets /Current Liabilities.
** Total Debt / Equity = Total Liabilities / Total Shareholders Equity.
*** Working Capital = Current Assets – Current Liabilities.
 
The Company had cash and cash equivalents of $ 435,437 at  September 30, 2011  and the working capital of $ 437,614 with liabilities of $ 2,992.
 
As of January 17, 2012, we have approximately $425,000 in cash.  We need a minimum of approximately $200,000 in funds to finance our business in the next 12 months, in addition to the funds which will be used to go and stay public, which funds will be as described above.  This amount does not include all our costs which we will incur irrespective of our business development activities, including bank service fees and those costs associated with SEC requirements associated with going and staying public, estimated to be approximately $60,000 in connection with this registration statement and thereafter less than $75,000 annually.   We believe we have sufficient cash available to fund all of our operational and SEC filing needs during the next 12 months.  In order to become profitable we may still need to secure additional debt or equity funding. We hope to be able to raise additional funds from an offering of our stock in the future. However, this offering may not occur, or if it occurs, may not raise the required funding. We do not have any plans or specific agreements for new sources of funding or any planned material acquisitions.

Our lack of revenues raises substantial doubt about our ability to continue as a going concern.  The financial statements do not include adjustments that might result from the outcome of this uncertainty and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.  

 
36
 
 
DESCRIPTION OF PROPERTY

Our business office address is Oak Brook Pointe, Suite 500, 700 Commerce Drive, Oak Brook IL 60523.

·  
Name of Landlord: Regus
·  
Term of Lease: 2/24/2011 to 2/29/2012
·  
Monthly Rental: $169
 
The property is adequate for our current needs.  We do not intend to renovate, improve, or develop properties.  We are not subject to competitive conditions  for  property  and currently  have  no property to insure.  We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages.  Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.
 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of September 30, 2011, total 30,210,000 shares were issued to officers and directors as follows:

Name
Title
Share QTY
Amount
Purchase Date
% of Common Share
Jun Huang
President
         15,000,000
 $          15,000
2/7/2011
43.54%
Yidan Liu
Secretary, CFO
         15,000,000
 $          15,000
2/7/2011
43.54%
Ross Rispens
Diretor
                50,000
 $            5,000
5/31/2011
0.15%
Xinyu Wang
Diretor
                10,000
 $            1,000
5/31/2011
0.03%
Manying Chen
Diretor
                50,000
 $            5,000
5/31/2011
0.15%
Minhang Wei
Diretor
              100,000
 $          10,000
5/31/2011
0.29%
Total
 
         30,210,000
 $          51,000
 
87.69%
_________
*Based upon total outstanding shares 34,449,495 as of September 30, 2011.

Since the date of Company’s inception on February 7, 2011, the officers and directors Yidan Liu have advanced the amount of $ 2,992 to the Company for incorporating and setting up the Company. The outstanding balance is due on demand and no written agreement was signed.Except as set forth above, we have not entered into any material transactions with any director, executive officer, and promoter, beneficial owner of five percent or more of our common stock, or family members of such persons.

 
37
 
 
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained.  A shareholder in all likelihood, therefore, will not be able to resell his or her securities should he or she desire to do so when eligible for public resales. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops.

Penny Stock Considerations

Our shares will be "penny stocks", as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00.  Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.

In addition, under the penny stock regulations, the broker-dealer is required to:

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

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

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

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

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our Common Stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market, and have the effect of reducing the level of trading activity in the secondary market.  These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded.  In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities.  Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

 
38
 
 
OTC Bulletin Board Qualification for Quotation

To have our shares of Common Stock on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our Common Stock.  We have engaged in preliminary discussions with a FINRA Market Maker to file our application on Form 211 with FINRA, but as of the date of this Prospectus, no filing has been made.  Based upon our counsel's prior experience, we anticipate that after this registration statement is declared effective, it will take approximately 2 - 8 weeks for FINRA to issue a trading symbol and allow sales of our Common Stock under Rule 144.

Sales of our common stock under Rule 144.

There are 3,895,000 shares of our common stock held by non-affiliates and 30,210,000 shares held by affiliates that Rule 144 of the Securities Act of 1933 defines as restricted securities.

3,895,000 of our shares held by non-affiliates and 410,000 shares held by non-management affiliates are being registered in this offering, however all of the remaining affiliates’ shares will still be subject to the resale restrictions of Rule 144.  In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price.  The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

Holders

As of the date of this registration statement, we had 116 shareholders of record of our common stock.

Dividends

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future.  We plan to retain any future earnings for use in our business.  Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.

Reports to Shareholders

As a result of this offering and assuming the registration statement is declared effective until before September 30, 2012, as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission through September 30, 2012, including a Form 10-K for the year ended September 30, 2012, assuming this registration statement is declared effective before that date.  At or prior to September 30, 2012, we intend voluntarily to file a registration statement on Form 8-A which will subject us to all of the reporting requirements of the 1934 Act. This will require us to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity.  We are not required under Section 12(g) or otherwise to become a mandatory 1934 Act filer unless we have more than 500 shareholders and total assets of more than $10 million on September 30, 2012.  If we do not file a registration statement on Form 8-A at or prior to September 30, 2012, we will continue as a voluntary reporting company and will not be subject to the proxy statement or other information requirements of the 1934 Act, our securities can no longer be quoted on the OTC Bulletin Board, and our officers, directors and 10% stockholders will not be required to submit reports to the SEC on their stock ownership and stock trading activity.

 
39
 
 
Where You Can Find Additional Information

We have filed with the Securities and Exchange Commission a registration statement on Form S-1.  For further information about us and the shares of common stock to be sold in the offering, please refer to the registration statement and the exhibits and schedules thereto. The registration statement and exhibits may be inspected, without charge, and copies may be obtained at prescribed rates, at the SEC's Public Reference Room at 100 F St., N.E., Washington, D.C. 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The registration statement and other information filed with the SEC are also available at the web site maintained by the SEC at http://www.sec.gov.

EXECUTIVE COMPENSATION

We have not paid any compensation to our two executive officers and we have no agreements or understandings, written or oral, to pay them compensation.

Board of Directors
 
Director Compensation
 
Name
 
Fees
earned
or paid
in cash
($)
   
Stock
awards
($)
   
Option
awards
($)
   
Non-equity
incentive plan
compensation
($)
   
Nonqualified
deferred
compensation
earnings
($)
   
All other
compensation
($)
   
Total
($)
 
Yidan (Andy) Liu
   
0
     
0
     
0
     
0
     
0
     
0
     
0
 
Jun (Charlie) Huang
   
0
     
0
     
0
     
0
     
0
     
0
     
0
 
Ross Rispens
   
0
     
0
     
0
     
0
     
0
     
0
     
0
 
MinHang Wei
   
0
     
0
     
0
     
0
     
0
     
0
     
0
 
ManYing Chen
   
0
     
0
     
0
     
0
     
0
     
0
     
0
 
XinYu Wang
   
0
     
0
     
0
     
0
     
0
     
0
     
0
 
 
We have no compensation arrangements (such as fees for retainer, committee service, service as founder and secretary/treasurer of the board or a committee, and meeting attendance) with directors.
 
 
40
 

 
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

 

 
41
 

 
 
 
 
 
FINANCIAL STATEMENTS
 
A & C United Agriculture Developing Inc

  (A Development Stage Enterprise)


 
Audited Financial Statements

As of September 30 2011
 
 
 
 


 
F-1
 

Table of Contents

    PAGE  
Independent Auditor’s Report on the Financial Statements
    F-3  
         
Balance Sheet
    F-4  
         
Statement of Loss
    F-5  
         
Statement of Stockholders Equity
    F-6  
         
Statement of Cash Flows
    F-7  
         
Notes to Financial Statements
    F-8  

 
F-2
 

Independent Registered Public Accounting Firm’s Auditor’s Report on the Financial Statements

Board of Directors and Shareholders of A & C United Agriculture Developing Inc

We have audited the accompanying balance sheets of A & C United Agriculture Developing Inc as of September 30, 2011, and the related statements of loss, shareholders’ equity, and cash flows for year ended September 30, 2011.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of A & C United Agriculture Developing Inc. as of September 30, 2011, and the results of its operations and their cash flows for the period February 7, 2011 (date of inception) through September 30, 2011, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note F to the financial statements, the Company’s lack of operating history and financial resources raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations.

/s/ Enterprise CPAs, Ltd.

Enterprise CPAs, Ltd.
Chicago, IL
 
January 12, 2012

 
F-3
 

A & C United Agriculture Developing Inc
(A Development Stage Enterprise)
BALANCE SHEET
 
   
September 30
 
   
2011
 
 
 
(Audited)
 
ASSETS
Current assets:
     
Cash and cash equivalents
  $ 435,437  
Accounts receivable, net
    -  
Total Current Assets
  $ 435,437  
         
Other current assets:
       
Prepaid expense
    169  
Stock subscription receivable
    5,000  
Total Other Current Assets
  $ 5,169  
         
TOTAL ASSETS
  $ 440,606  
         
LIABILITIES & EQUITY
         
Current liabilities:
       
Account payable
  $ -  
Total current liabilities
  $ -  
         
Other current liabilities:
       
Loan from shareholders
    2,992  
Total other current liabilities
  $ 2,992  
         
Total liabilities
  $ 2,992  
         
Stockholders' Equity:
       
Common stock, $0.001 par value;
       
500,000,000 shares authorized;
       
34,449,495 shares issued and outstanding.
  $ 440,500  
Paid-in capital
  $ 34,450  
Deficit accumulated during the development stage
    (37,543 )
Accumulated other comprehensive income (loss)
    207  
         
Total stockholders' equity
  $ 437,614  
TOTAL LIABILITIES & EQUITY
  $ 440,606  

 
F-4
 

A & C United Agriculture Developing Inc
(A Development Stage Enterprise)
STATEMENT OF LOSS
 
   
Year Ended
September 30
2011
   
Cumulative from
February 7, 2011 (Date
of Inception) Through
September 30, 2011
 
   
(Audited)
   
(Audited)
 
Revenues
  $ -     $ -  
Cost of Goods Sold
  $ -     $ -  
Gross Profit
  $ -     $ -  
Operating expenses:
               
Research and development
  $ -     $ -  
                 
Selling, general and administrative expenses
  $ 37,543     $ 37,543  
                 
Depreciation and amortization expenses
  $ -     $ -  
Total Operating Expenses
  $ 37,543     $ 37,543  
                 
Operating Loss
  $ (37,543 )   $ (37,543 )
                 
Investment income, net
  $ -     $ -  
Interest Expense, net
  $ -     $ -  
Loss before income taxes
  $ (37,543 )   $ (37,543 )
Income (loss) tax expense
  $ -     $ -  
Net loss
  $ (37,543 )   $ (37,543 )
                 
Net loss per common share- Basics
  $ (0.00 )   $ (0.00 )
Net loss per common share- Diluted
  $ (0.00 )   $ (0.00 )
                 
Other comprehensive income (loss), net of tax:
               
Foreign currency translation adjustments
  $ 207     $ 207  
Other comprehensive income (loss)
  $ 207     $ 207  
Comprehensive Income (Loss)
  $ (37,336 )   $ (37,336 )

 
F-5
 

A & C United Agriculture Developing Inc
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS EQUITY
The Period February 7, 2011 ( Date of Inception)
through September 30, 2011
 
                   
Deficit
           
                   
Accumulated
 
Accumulated
       
               
Additional
 
During the
 
Other
   
Total
 
   
Common Stock
   
Paid-in
 
Development
 
Comprehensive
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
 
Stage
 
Income (Loss)
   
Equity
 
                                 
Issuance of common stocks
                               
 to shareholders  @0.001 per
                               
  share on February 7, 2011
    30,000,000     $ 30,000     $ -             $ 30,000  
                                         
                                         
Issuance of common stocks
                                       
 to shareholders  @0.1 per
                                       
 share on May 31, 2011
    4,105,000     $ 4,105     $ 406,395             $ 410,500  
                                         
Issuance of common stocks
                                       
 to Michael Williams  @0.1 per
                                       
 share on June 30, 2011
    344,495     $ 345     $ 34,105             $ 34,450  
                                         
Adjustment for Exchange
                                       
   rate changes
                            $ 207     $ 207  
                                           
Net loss for the period
                                         
   ended September 30, 2011
                       
 $   (37,543)
          $ (37,543 )
                                           
Balance, September 30, 2011
    34,449,495     $ 34,450     $ 440,500  
    $  (37,543)
  $ 207     $ 437,614  

 
F-6
 

A & C United Agriculture Developing Inc
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
 
   
Year Ended
September 30
2011
   
Cumulative from
February 7, 2011 (Date
of Inception) Through
September 30, 2011
 
   
(Audited)
   
(Audited)
 
Operating Activities:
           
Net loss
  $ (37,543 )   $ (37,543 )
Adjustments to reconcile net income to net cash provided
               
by operating activities:
               
Non-cash portion of share based legal fee expense
    34,450       34,450  
Prepaid expense
    (169 )     (169 )
Account payable
    -       -  
Loan from shareholders
    2,992       2,992  
Net cash provided by operating activities
  $ (270 )   $ (270 )
                 
Investing Activities:
               
Net cash provided by investing activities
  $ -     $ -  
                 
Financing Activities:
               
Proceeds from issuance of common stock
    435,500       435,500  
Net cash provided by financing activities
  $ 435,500     $ 435,500  
                 
Effect of  Exchange Rate on Cash
  $ 207     $ 207  
Net increase (decrease) in cash and cash equivalents
  $ 435,437     $ 435,437  
Cash and cash equivalents at beginning of the year
  $ -     $ -  
Cash and cash equivalents at end of year
  $ 435,437     $ 435,437  
                 
Supplemental schedule of non-cash investing and financing activities:
 
   
Common stock issued pursuant to stock subscription receivable - shareholder (Note D)
  $ 5,000     $ 5,000  

 
F-7
 
 
A & C UNITED AGRICULTURE DEVELOPING INC

NOTES TO FINANCIAL STATEMENTS
 
NOTE A- BUSINESS DESCRIPTION

A & C United Agriculture Developing Inc., or the “Company,” is a Nevada corporation formed on February 7, 2011.  Our principal executive office is located at Oak Brook Pointe, Suite 500, 700 Commerce Drive, Oak Brook IL 60523.  Tel: 630-288-4600.

The Company’s main business is the sales of vegetable seeds in all areas of the world, focusing initially on China.  We have not yet sold any of these products.

We will sell the following types of vegetable seeds:   broccoli, squash, and cabbage .

We will acquire these seeds from various suppliers in the United States

Development Stage Company
 
The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (SFAS) ASC 915, “ Development Stage Entities ”. The Company has devoted substantially all of its efforts to establishing a new business and for which either of the following conditions exists: planned principal operations have not commenced; or the planned principal operations have commenced, but there has been no significant revenue there from.  Due to the Company’s primary efforts was on the formation of new company, and there were no sales activities incurred, accordingly, the Company is considered as development stage entity.
 
NOTE B – SIGNIFICANT ACCOUNTING POLICIES

Basis of accounting

The financial statements reflect the assets, revenues and expenditures of the Company on the accrued basis of accounting. The Company’s fiscal year end is the last day of September 30.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect certain amounts reported in the financial statements and disclosures.  Accordingly, actual results could differ from those estimates.

Concentration of credit risk

The Company maintains its cash in bank accounts which, at times, may exceed the federally insured limits.  The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash.

 
F-8
 
 
A & C UNITED AGRICULTURE DEVELOPING INC

NOTES TO FINANCIAL STATEMENTS

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents

The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents. . As of September 30, 2011, the company had cash and cash equivalents of $435,437.

Property, Plant, and Equipment Depreciation

Property, plant, and equipment are stated at cost.  Depreciation is being provided principally by straight line methods over the estimated useful lives of the assets.  As of September 30, 2011, there were no fixed assets in the Company’s balance sheets.

Stock-Based Compensation

The Company accounts for stock issued for services using the fair value method.  In accordance with FASB ASC 718, Stock-Based Compensation, the measurement date of shares issued for services is the date at which the counterparty’s performance is complete.

Operating Expense

Operation expense consists of selling, general and administrative expenses. As of September 30, 2011, there was a total of $37,543 operating expenses, which include legal fee of $34,450, rent expense of $1,312, business set up and registration fee of $1,275.

Expense
     
Bank Service Charges
    270.00  
License & Registration
    1,275.00  
Meals and Entertainment
    67.40  
Postage and Delivery
    29.95  
Printing and Reproduction
    124.34  
Auto and Truck Expenses
    14.25  
Professional Fees
    34,449.50  
Rent Expense
    1,312.18  
Total Expense
    37,542.62  

The professional fee of $34,450 was the legal service by issuing common stocks to the attorney Michael Williams.

 
F-9
 
 
A & C UNITED AGRICULTURE DEVELOPING INC

NOTES TO FINANCIAL STATEMENTS

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Basics and Diluted Net Loss per Common Share

The Company computes per share amounts in accordance with Statement of Financial Accounting Standards (SFAS) ASC 260, Earnings per Share (EPS).  ASC 260 requires presentation of basis and diluted EPS.  Basic EPS is computed by dividing the income (loss) available to Common Shareholders by the weighted-average number of common shares outstanding for the period.  Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods.

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

 
Cumulative Period From February 7 2011 to September 30, 2011
 
       
Basic & Diluted EPS Computation
     
       
Net Loss September 30, 2011
  $ (37,543 )
Loss available to common stockholders
  $ (37,543 )
 
                     
Dates
 
Shares
   
Fraction of Period
   
Weighted -
 
Outstanding
 
Outstanding
   
On Daily Basis
   
Average Shares
 
                     
February 7, 2011
    30,000,000       245/245       30,000,000  
                         
May 31, 2011
    4,105,000       122/245       2044122  
                         
June 30, 2011
    344,495       92/245       129,361  
                         
September 30, 2011
    0       0       0  
Weighted-average shares
                    32,173,484  
                         
Basic & Diluted Net Loss Per Common Share
  $ (0.00 )                

The equation from computing basic and diluted EPS is:

Income available to common shareholders/Weighted-average shares

 
F-10
 
 
A & C UNITED AGRICULTURE DEVELOPING INC

NOTES TO FINANCIAL STATEMENTS

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements

The following pronouncements have become effective during the period covered by these financial statements or will become effective after the end of the period covered by these financial statements:

Pronouncement
 
Issued
 
Title
ASC 605
 
October 2009
 
Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements – a consensus of the FASB Emerging Issues Task Force
ASC 860
 
December 2009
 
Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets
ASC 505
 
January 2010
 
Accounting for Distributions to Shareholders with Components of Stock and Cash – a consensus of the FASB Emerging Issues Task Force
ASC 810
 
January 2010
 
Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification
ASC 718
 
January 2010
 
Compensation – Stock Compensation (Topic 718): Escrowed Share Arrangements and the Presumption of Compensation
ASC 820
 
January 2010
 
Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements
ASC 810
 
February 2010
 
Consolidation (Topic 810): Amendments for Certain Investment Funds
ASC 815
 
March 2010
 
Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives
ASC-310 Receivables
 
July 2010
 
For public entities, the disclosure as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. For nonpublic entities, the disclosures are effective for annual reporting period ending on or after December 15, 2011.
 
Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.
 
 
F-11
 
 
A & C UNITED AGRICULTURE DEVELOPING INC

NOTES TO FINANCIAL STATEMENTS

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Comprehensive Income

The company’s comprehensive income is comprised of net income, unrealized gains and losses on marketable securities classified foreign currency translation adjustments, and unrealized gains and losses on derivative financial instruments related to foreign currency hedging.

Operating Leases
  
The Company entered into a lease for its corporate offices in under terms of non-cancelable operating leases. The lease term is from February 24, 2011 through February 29, 2012 and requires a $169 monthly lease payment, and this office is located at 700 Commerce Drive, STE 500, Oak Brook IL 60523, USA.

NOTE C – RELATED PARTY TRANSACTIONS

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

As of September 30, 2011, total 30,210,000 shares were issued to officers and directors as follows:

Name
 
Title
 
Share QTY
   
Amount
 
Purchase Date
 
% of Common Share
 
Jun Huang
 
President
    15,000,000     $ 15,000  
2/7/2011
    43.54 %
Yidan Liu
 
Secretary, CFO
    15,000,000     $ 15,000  
2/7/2011
    43.54 %
Ross Rispens
 
Diretor
    50,000     $ 5,000  
5/31/2011
    0.15 %
Xinyu Wang
 
Diretor
    10,000     $ 1,000  
5/31/2011
    0.03 %
Manying Chen
 
Diretor
    50,000     $ 5,000  
5/31/2011
    0.15 %
Minhang Wei
 
Diretor
    100,000     $ 10,000  
5/31/2011
    0.29 %
Total
        30,210,000     $ 51,000         87.69 %
_______
*Based upon total outstanding shares 34,449,495 as of September 30, 2011.

 
F-12
 
 
A & C UNITED AGRICULTURE DEVELOPING INC

NOTES TO FINANCIAL STATEMENTS

NOTE C – RELATED PARTY TRANSACTIONS (Continued)

Loans from Shareholders/Officers

Since the date of Company’s inception on February 7, 2011, the officers and directors Yidan Liu have advanced the amount of $ 2,992 to the Company for incorporating and setting up the Company. The outstanding balance is due on demand and no agreement was signed.

Cost of Goods Sold
 
The Company’s purchase cost is primarily from supplier, U.S seed companies. Based upon management’s experience in the industry, we believe vegetable seeds supply in United State for the varieties we intend to sell is plenty. We believe that with advanced technology and mature global seed accessibility, U.S seed companies can provide the varieties Chinese end users are looking for. We are focused on finding the right variety. We first will collect specifications from Chinese end users, then we will match them with the variety here. We ask samples or sometimes we purchase small amount of seed.  We will then try them in various locations in China at different planting season. The challenge we have is that not all the varieties we may initially select will prove to work will work in China. The trial cycle can be over a year in some cases.
 
We do not anticipate offering any material right of return on our product although we may reimburse buyers on a case-by-case basis if seed which passed our trials does not perform well for a particular grower through no fault of the grower.
 
NOTE D – SHAREHOLDERS’ EQUITY

Under the Company’s Articles of Incorporation of the Company, the Company is authorized to issue 500,000,000 shares of common stock with a par value of $0.001.

On February 7, 2011, the Company was incorporated in the State of Nevada.

On February 7, 2011, two founders of the Company, Jun Huang and Yidan Liu purchased 30,000,000 shares at $0.001 per share.  The proceeds of $30,000 were received.
 
On May 31, 2011, additional 4,105,000 shares were issued to 113 shareholders at price of $0.1 per share or $ 410,500 common stock.

On June 30, 2011, 344,495 shares was issued to Michael Williams @ $0.1 per share for legal service value $ 34,450.
 
Therefore, as of September 30, 2011, there was total of 34,449,495 shares issued and outstanding.

 
F-13
 
 
A & C UNITED AGRICULTURE DEVELOPING INC

NOTES TO FINANCIAL STATEMENTS

NOTE D – SHAREHOLDERS’ EQUITY (Continued)

Stock Subscription Receivable - Shareholders

At June 30, 2011, the Company had receivable from its 113 shareholders aggregating $ 405,500 for the purchase of their Company common stock.

Therefore, as of September 30, 2011, the Company still had $ 5,000 stock subscription receivable from one shareholder, Ming Zhang.

The outstanding balances were due on demand.
 
NOTE E– SUBSEQUENT EVENTS

As of September 30, 2011, the Company still had $ 5,000 stock subscription receivable from one shareholder, Ming Zhang.

In December 2011, the Company received the $ 5,000 from the shareholder, Ming Zhang.

All stock receivables were subsequently paid in full in December 2011.
 
NOTE F – GOING CONCERN

The Company is currently in the development stage and has not earned any revenues from operations to date; and their activities consist solely of corporate formation, raising capital, and attempting to sell products to generate revenues.

There is no guarantee that the Company will be able to raise enough capital or generate revenues to sustain its operations and carry out its business plan.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments relating to the carrying amounts of recorded assets or the carrying amounts and classification of recorded liabilities that may be required should the Company be unable to continue as a going concern.

The Company’s lack of operating history and financial resources raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations.

 
F-14
 
 
PROSPECTUS – SUBJECT TO COMPLETION DATED January 19, 2012
A & C UNITED AGRICULTURE DEVELOPING INC.
 
Selling shareholders are offering up to 4,305,000 shares of common stock.  The selling shareholders will offer their shares at $0.10 per share until our shares are quoted on the OTC Bulletin Board or Pick Sheet Exchange and thereafter at prevailing market prices or privately negotiated prices.

Our common stock is not now listed on any national securities exchange, the NASDAQ stock market or the OTC Bulletin Board.

Dealer Prospectus Delivery Obligation

Until _________ (90 days from the date of this prospectus) all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 
42
 

Part II-INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our Articles of Incorporation provide that no director or officer of the Company shall be personally liable to the Company or its stockholders for monetary damages for any breach of fiduciary duty by such person as a director or officer, except for the payment of dividends in violation of Hong Kong China law.  Our Bylaws provide, in pertinent part, that the Company shall indemnify any person made a party to or involved in any civil, criminal or administrative action, suit or proceeding by reason of the fact that such person is or was a director or officer of the Company, or of any corporation which such person served as such at the request of the Company, against expenses reasonably incurred by, or imposed on, such person in connection with, or resulting from, the exercise of such action, suit, proceeding or appeal thereon, except with respect to matters as to which it is adjudged in such action, suit or proceeding that such person was liable to the Company, or such other corporation, for negligence or misconduct in the performance of such persons duties as a director or officer of the Company.  The determination of the rights of such indemnification and the amount thereof may be made, at the option of the person to be indemnified, by (1) order of the Court or administrative body or agency having jurisdiction over the matter for which indemnification is being sought; (2) resolution adopted by a majority of a quorum of our disinterested directors; (3) if there is no such quorum, resolution adopted by a majority of the committee of stockholders and disinterested directors of the Company; (4) resolution adopted by a majority of the quorum of directors entitled to vote at any meeting; or (5) Order of any Court having jurisdiction over the Company.  Such right of indemnification is not exclusive of any other right which such director or officer may have, and without limiting the generality of such statement, they are entitled to their respective rights of indemnification under any bylaws, agreement, vote of stockholders, provision of law, or otherwise in addition to their rights under our Bylaws.

With regard to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table is an itemization of all expenses, without consideration to future contingencies, incurred or expected to be incurred by us in connection with the issuance and distribution of the securities being offered by this prospectus. Items marked with an asterisk (*) represent estimated expenses. We have agreed to pay all the costs and expenses of this offering. Selling security holders will pay no offering expenses.

ITEM
 
AMOUNT
 
       
SEC Registration Fee*
 
$
4
 
Legal Fees and Expenses
   
30,000
 
Accounting Fees and Expenses*
   
20,000
 
Miscellaneous
   
10,000
 
Total*
 
$
60,004
 
_______
* Estimated Figure

 
43
 
 
RECENT SALES OF UNREGISTERED SECURITIES

On February 7, 2011, two founders of the Company, one a U.S. citizen or resident and one a non-U.S. citizen or resident, Jun Huang and Yidan Liu purchased 30,000,000 shares at $0.001 per share.  The proceeds of $30,000 were received.
 
On May 31, 2011, additional 4,105,000 shares were issued to 113 shareholders, of which 15 are U.S. citizens or residents and 98 non-U.S. citizens or residents at price of $0.1 per share or $410,500 aggregate proceeds.

On June 30, 2011, 344,495 shares was issued to our attorney $0.1 per share for legal service valued at $ 34,450.

We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuances to US citizens or residents. We relied upon Regulation S of the Securities Act of 1933, as amended for the above issuances to non US citizens or residents.
 
We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuances to US citizens or residents.

We believed that Section 4(2) of the Securities Act of 1933 was available because:

·  
None of these issuances involved underwriters, underwriting discounts or commissions.
·  
Restrictive legends were and will be placed on all certificates issued as described above.
·  
The distribution did not involve general solicitation or advertising.
·  
The distributions were made only to investors who were sophisticated enough to evaluate the risks of the investment.

We relied upon Regulation S of the Securities Act of 1933, as amended for the above issuances to non US citizens or residents.

We believed that Regulation S was available because:

·  
None of these issuances involved underwriters, underwriting discounts or commissions;
·  
We placed Regulation S required restrictive legends on all certificates issued;
·  
No offers or sales of stock under the Regulation S offering were made to persons in the United States;
·  
No direct selling efforts of the Regulation S offering were made in the United States.

In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors:

·  
Access to all our books and records.
·  
Access to all material contracts and documents relating to our operations.
·  
The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.

Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business. Prospective Investors were also invited to visit our offices.

 
44
 
 
EXHIBITS
 
Item 3
 
1 Articles of Incorporation – A & C United Agriculture Developing Inc.
   
2 Bylaws - A & C United Agriculture Developing Inc.
 
Item 4

1
Form of common stock Certificate of the A & C United Agriculture Developing Inc. (1)

Item 5

1
Legal Opinion of Williams Law Group, P.A.
 
Item 23
 
1 Consent of Enterprise CPAs, Ltd, CPA.
   
2 Consent of Williams Law Group, P.A.   (included in Exhibit 5.1)
 
All other Exhibits called for by Rule 601 of Regulation  SK are not applicable to this filing.
______
(1) Information pertaining to our common stock is contained in our Articles of Incorporation and Bylaws.

 
45
 
 
UNDERTAKINGS

The undersigned registrant hereby undertakes:
 
 
1.
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 
i.
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 
ii.
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

 
iii.
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 
2.
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 
3.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
 
4.
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:  Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.
 
 
46
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on our behalf by the undersigned, thereunto duly authorized, in Oak Brook IL on January 19, 2012.

  A & C United Agriculture Developing Inc.  
       
January 19, 2012
By:
/s/ Jun (Charlie) Huang  
    Jun (Charlie) Huang  
    Principal Executive Officer  
       
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
 
Signature
 
Title
 
Date
         
/s/ Yidan (Andy) Liu
 
Principal Accounting Officer and Principal Financial Officer and Director
 
January 19, 2012
Yidan (Andy) Liu
       
         
/s/ Jun (Charlie) Huang
 
Principal Executive Officer and Director
 
January 19, 2012
Jun (Charlie) Huang
       
         
/s/ Ross Rispens
 
Director
 
January 19, 2012
Ross Rispens
       
         
/s/ Manying Chen   Director   January 19, 2012
Manying Chen        
         
/s/ Minhang Wei
  Director   January 19, 2012
Minhang Wei        
         
/s/ Xinyu Wang
  Director   January 19, 2012
Xinyu Wang        
 
 
47
 
EXHIBIT 3.1
 
 
 
 
 
 
1
 
 
 
 
2
 
 
 
 
3
 
EXHIBIT 3.2
 
BYLAWS
 
OF
 
A & C UNITED AGRICULTURE DEVELOPING INC
 (A NEVADA CORPORATION)
 
ARTICLE I
 
OFFICES
 
Section 1.  PRINCIPAL OFFICES.  The Board of Directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of Nevada.  If the principal executive office is located outside this state, and the corporation has one or more business offices in this state, the Board of Directors shall fix and designate a principal business office in the State of Nevada.
 
Section 2.  OTHER OFFICES.  The Board of Directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.
 
ARTICLE II
 
MEETING OF SHAREHOLDERS
 
Section 1.  PLACE OF MEETINGS.  Meetings of shareholders shall be held at any place within or outside the State of Nevada designated by the Board of Directors.  In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the corporation.
 
Section 2.  ANNUAL MEETING.  The annual meeting of the shareholders shall be held on the 2 nd Monday of January in each year at 10:00 a.m.  However, if this day falls on a legal holiday,  then the meeting shall be held at the same time and place on the next succeeding full business day.  At this meeting, directors shall be elected, and any other proper business may be transacted.  The meeting shall be held at a location set by the Board of Directors.
 
Section 3.  SPECIAL MEETING.  A special meeting of the shareholders may be called at any time by the Board of Directors, or by the chairman of the  board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cause not less than ten percent (10%) of the votes at that meeting.
 
If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president, or the secretary of the corporation.  The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Section 4 and 5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than ten (10) nor more than thirty (30) days after the receipt of the request.  If the notice is not given with five (5) days after receipt of the request, the person or persons  requesting the meeting may give the notice.  Nothing contained in this paragraph of this Section 3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.
 
 
1
 
 
Section 4.  NOTICE OF SHAREHOLDERS’ MEETINGS.  All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 5 of this Article II not less than ten (10) nor more than thirty (30) days before the date of the meeting.  The notice shall specify the place, date and hour of the meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the shareholders.  The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.
 
Section 5.  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.  Notice of any meeting of shareholders shall be given either personally or by first class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation  for the purpose of notice.  If no such address appears on the corporations’ books or is given, notice shall be deemed to have been given if sent to that shareholder by first class mail or telegraphic or other written communication to the corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located.  Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.
 
If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice.
 
An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting shall be executed by the secretary, assistant secretary or any transfer agent of the corporation giving the notice, and shall be filed and maintained in the minute book of the corporation.
 
Section 6.  QUORUM.  The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders  shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.
 
Section 7.  ADJOURNED MEETING; NOTICE.  Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 6 of this Article II.
 
When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given at the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting.  Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 4 and 5 of this Article II.  At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.
 
 
2
 
 
Section 8.  VOTING.  The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 11 of this Article II.  The shareholders’ vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than elections of directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the shareholders, unless the vote of a greater number of voting by classes is required by law or by the Articles of Incorporation.
 
At a shareholders’ meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholder’s shares).  The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.
 
Section 9.  WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS.  The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes.  The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 4 of this Article II, the waiver of notice or consent shall state the general nature of the proposal.  All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
 
Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.
 
Section 10.  SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
 
Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted.
 
In the case of election of director, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided however, that a director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the director, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors.  All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records.  Any shareholder giving a written consent, or the shareholder’s proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.
 
 
3
 
 
Section 11.  RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING
 
CONSENTS.   For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than thirty (30) days nor less than ten (10) days before the date of any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the date may be, notwithstanding any transfer of shares on the books of the corporation after the record date, except as otherwise provided by Nevada law.
 
If the Board of Directors does not so fix a record date:
 
(a)     The record date for determining shareholders entitled to a notice of to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close if business on the business day next preceding the day on which the meeting is held.
 
(b)     The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board has been taken, shall be at the close of business on the day on which then Board accepts the resolution relating to that action, or the thirtieth (30 th ) day before the date of such other action, whenever is later.
 
Section 12.  PROXIES.  Every person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation.  A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholder’s attorney in fact.  A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation stating that attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of the proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy.  The revocability of a proxy that states on its face is irrevocable shall be governed by the provisions of the Corporations Law of the State of Nevada.
 
Section 13.  INSPECTORS OF ELECTION.  Before any meeting of shareholders, the Board of Directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment.  If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or shareholder’s proxy shall, appoint inspectors of election at the meeting.  The number of inspectors shall be either one (1) or three (3).  If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed.  If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy.
 
 
4
 
 
These inspectors shall:
 
(a)   Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;
 
(b)   Receive votes, ballots, or consents;

(c)    Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d)   Count and tabulate all votes or consents;
 
(e)   Determine when the polls shall close;

(f)   Determine the result; and

(g)   Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.
 
ARTICLE III
 
DIRECTORS
 
Section 1.  POWERS.   Subject to the provisions of Nevada General Corporation Law and any limitations in the Articles of Incorporation and these By-Laws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.
 
Section 2.  NUMBER AND QUALIFICATIONS OF DIRECTORS.  The authorized number of directors shall be not less than one (1) and more than nine (9) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this By-Law adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.
 
Section 3.  ELECTION AND TERM OF OFFICE OF DIRECTORS.  Directors shall be elected at each annual meeting of the shareholders to hold office until  the next annual meeting.  Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.
 
Section 4.  VACANCIES.  Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote.  Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.
 
 
5
 
 
A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any director, or if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of the court or convicted of a felony, or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.
 
The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.
 
Any director may resign effective on giving written notice to the chairman of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for that resignation to become effective.  If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.
 
No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
 
Section 5.  PLACE OF MEETINGS AND MEETINGS BY TELEPHONE.  Regular meetings of the Board of Directors may be held at any place within or outside the State of Nevada that has been designated from time to time by resolution of the Board.  In the absence of such a designation, regular meetings shall be held at the principal executive offices of the corporation.  Special meetings of the Board shall be held at any place within or outside the State of Nevada that has been designated in the notice of the meeting or, if not stated in the notice or there is not notice, at the principal executive office of the corporation.  Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.
 
Section 6.  ANNUAL MEETING.  Immediately following each annual meeting of shareholders, the Board of Director shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business.  Notice of this meeting shall not be required.
 
Section 7.  OTHER REGULAR MEETINGS.  Other regular meetings of the Board of Directors shall be held without call at such time as shall, from time to time, be fixed by the Board of Directors.  Such regular meetings may be held without notice.
 
Section 8.  SPECIAL MEETINGS.  Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairman of the Board or the president or any vice president or the secretary or any two directors.
 
Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first class mail or telegram, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation.  In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting.  In case the notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting.  Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director.  The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.
 
 
6
 
 
Section 9.  QUORUM.  A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article III.  Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors.  A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
 
Section 10.  WAIVER OF NOTICE.  The transactions of any meeting of the Board of Director, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes.  The waiver of notice or consent need not specify the purpose of the meeting.  All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement, the lack of notice of that director.
 
Section 11.  ADJOURNMENT.  A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
 
Section 12.  NOTICE OF ADJOURNMENT.  Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 8 of this Article III, to the directors who were not present at the time of the adjournment.
 
Section 13.  ACTION WITHOUT MEETING.  Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action.  Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
 
Section 14.  FEES AND COMPENSATION OF DIRECTORS.  Directors and members of committees may receive such compensation , if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the Board of Directors.  This Section 14 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services.
 
ARTICLE IV
 
COMMITTEES
 
Section 1.  COMMITTEES OF DIRECTORS.  The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee.  Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except with respect to:
 
(a)   the approval of any action which, under the General Corporation Law of Nevada also requires shareholders’ approval or approval of the outstanding shares;
 
(b)   the approval of any action which, under the General Corporation law of Nevada also requires shareholders’ approval or approval of the outstanding shares;
 
(c)   the appointment of any other committees of the Board of Directors or the members of these committees.
 
 
7
 
 
Section 2.   MEETINGS AND ACTION OF COMMITTEES.  Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these By-Laws, Section 5 (place of meetings), 7 (regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of notice), 11 (adjournment), 12 (notice of adjournment), 13 (action without meeting), with such changes in the context of those By-Laws to substitute the committee and its members for the Board of Directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee; special meetings of committees may also be called by resolution of the Board of Directors; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee.  The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these By- Laws.
 
ARTICLE V
 
OFFICERS
 
Section 1.  OFFICERS.  The officers of the corporation shall be a president, a secretary, and a chief financial officer.  The corporation may also have, at the discretion of the Board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V.  Any member of officers may be held by the same person.
 
Section 2.  ELECTION OF OFFICERS.  The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of any officer under the contract of employment.
 
Section 3.  SUBORDINATE OFFICERS.  The Board of Directors may appoint, and may empower the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the By-Laws or as the Board of Directors may, from time to time, determine.
 
Section 4.  REMOVAL AND RESIGNATION OF OFFICERS.  Subject to the rights, if any, of any officer under any contract or employment, any officer may be removed, either with or without cause, by the Board, or, except in case of an officer chosen by the Board of Directors, by an officer upon whom such power of removal may be conferred by the Board of Directors.
 
Any officer may resign at any time by giving written notice to the corporation.  Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.  Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
 
Section 5.  VACANCIES IN OFFICERS.  A vacancy in any officer because of death, resignation, removal disqualification or any other cause shall be filled in the manner prescribed in these By-Laws for regular appointments to that officer.
 
Section 6.  CHAIRMAN OF THE BOARD.  The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be, from time to time, assigned to him by the Board of Directors or prescribed by the By-Laws.  If there is no president, the chairman of the board shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.
 
 
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Section 7.  PRESIDENT.  Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the corporation.  He shall preside at all meetings of the shareholders and, in the absence of the chairman of the board, or if there be none, at all meetings of the Board of Directors.  He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.
 
Section 8.  VICE PRESIDENTS.  In the absence of disability of the president, the vice presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president.  The vice presidents shall have such other powers and perform such other duties as, from time to time, may be prescribed for them respectively by the Board of Directors or the By-Laws, and the president, or the chairman of the board.
 
Section 9.  SECRETARY.  The secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those presented at directors’ meetings or committee meetings, the number of shares presented or represented a shareholder’s meetings, and the proceedings.
 
The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.
 
The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required by the By-Laws or by law to be given, and he shall keep the seal of the corporation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the By-Laws.
 
Section 10.  CHIEF FINANCIAL OFFICER.  The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct  books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earning, and shares.  The books of account shall at all reasonable times be open to inspection by any director.
 
The Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designate by the Board of Directors.  He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the president and directors, whenever they request it, an account of all if his transactions as chief financial officer and the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.
 
 
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ARTICLE VI
 
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
 
The corporation shall, to the maximum extent permitted by the Nevada General Corporation Law, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the corporation.  For purposes of this Section, an “agent” of the corporation includes any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.
 
ARTICLE VII
 
RECORDS AND REPORTS
 
Section 1.  MAINTENANCE AND INSPECTION OF SHARE REGISTER.  The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board of Directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.
 
A shareholder or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation may (i) inspect and copy the records of shareholders’ names and addresses and shareholdings during usual business hours on five days prior written demand on the corporation, and (ii) obtain from the transfer agent of the corporation on written demand and on the tender of such transfer agent’s usual charges for such list, a list of the shareholders’ names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand.  This list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled.  The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate.  Any inspection and copying under this Section 1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.
 
Section 2.  MAINTENANCE AND INSPECTION OF BY-LAWS.  The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of Nevada, at its principal business office in this state, the original or a copy of the By-Laws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours.  If the principal executive office of the corporation is outside the State of Nevada and the corporation has no principal business office in this state, the Secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of the By-Laws as amended to date.
 
Section 3.  MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS.  The accounting books and records and minutes of proceedings of the shareholders and the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the corporation.  The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form.  The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate.  The inspection may be made in person or by an agent or attorney, and shall extend to the records of each subsidiary corporation of the corporation.
 
 
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Section 4.  INSPECTION BY DIRECTORS.  Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations.  This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.
 
Section 5.  ANNUAL REPORT TO SHAREHOLDERS.  The Board of Directors shall cause an annual report to be sent to the shareholders not later than one hundred twenty (120) days after the close of the fiscal year adopted by the corporation.  This report shall be sent at least fifteen (15) days before the annual meeting of shareholders to be held during the next fiscal year and in the manner specified in Section 5 of Article II of these By-Laws for giving notice to shareholders of the corporation.  The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and a statement of changes in financial position for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation.
 
Section 6.  FINANCIAL STATEMENTS.  A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder.
 
If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three month, six month, or nine month period of the then current fiscal year ended more than thirty (30) days after the receipt of the request, and a balance sheet of the corporation as of the end of that period the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request.  If the corporation has not sent the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.
 
The corporation shall also, on the written request of any shareholder,  mail to the shareholder a copy of the last annual, semi-annual, or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.
 
The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountant engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.
 
ARTICLE VIII
 
GENERAL CORPORATE MATTERS
 
Section 1.  RECORD DATES FOR PURPOSES OTHER THAN NOTICE AND VOTING.  For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the Nevada General Corporation Law.
 
 
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If the Board of Directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the applicable resolution or the sixtieth (60 th ) day before the date of that action, whichever is later.
 
Section 2.  CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS.  All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.
 
Section 3.  CORPORATE CONTRACTS AND INSTRUMENTS EXECUTED.  The By- Laws, may authorize an officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or  for any amount, except as to those contracts or agreements entered into by the president on behalf of the corporation.
 
Section 4.  CERTIFICATES FOR SHARES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of these shares are fully paid, and the Board of Directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid.  All certificates shall be signed in the name of the corporation by the chairman of the board or vice chairman of the board or the president or treasurer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder.  Any or all of the signatures on the certificate may be facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.
 
Section 5.  LOST CERTIFICATES.  Except as provided in this Section 5, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the corporation and cancelled at the same time.  The Board of Directors may, in case any share certificate or certificates for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.
 
Section 6.  REPRESENTATION OF SHARES OF OTHER CORPORATIONS.  The chairman of the board, the president, or any vice president, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation.  The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.
 
Section 7.  CONSTRUCTION AND DEFINITIONS.  Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Nevada General Corporation Law shall govern the construction of these By- Laws.  Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.
 
 
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ARTICLE IX
 
AMENDMENTS
 
Section 1.  AMENDMENT BY SHAREHOLDERS.  New By-Laws may be adopted or these By-Laws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the corporation set forth the number of authorized directors of the corporation, the authorized number of directors may be changed only by an amendment of the Articles of Incorporation.
 
Section 2.  AMENDMENT BY DIRECTORS.  Subject to the rights of the shareholders as provided in Section 1 of this Article IX, By-Laws, other than a By-Law or an amendment of a By-Law changing the authorized number of directors, may be adopted, amended, or repealed by the Board of Directors.
 
 
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EXHIBIT 5.1
 
WILLIAMS SECURITIES LAW FIRM, P.A.
2503 West Gardner Court
Tampa, FL  33611
Phone:  813.831.9348


January 19, 2012

A & C United Agriculture Developing Inc.

Re: Registration Statement on Form S-1

Gentlemen:
 
Our firm has acted as your counsel in the preparation on a Registration Statement on Form S-1 (the "Registration Statement") filed by you with the Securities and Exchange Commission covering 4,305,000 shares of Common Stock of A & C United Agriculture Developing Inc. filed on January 19, 2012 (the "Stock").
 
In so acting,  we have examined and relied upon such records,  documents and other  instruments  solely for factual matters as in our judgment are necessary or  appropriate in order to express the opinion hereinafter set forth and have assumed the  genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the  conformity  to original  documents  of all documents submitted to us certified or photostatic copies. This opinion is based upon the laws of the state of Nevada.
 
Based on the foregoing, we are of the opinion that:
 
1.  The Stock is duly and validly issued, fully paid and nonassessable.
 
2.  The issuance of the Stock has been duly authorized.
 
We hereby consent to the discussion of this opinion in the Prospectus, the reproduction of the opinion as an exhibit to the Registration Statement in and to being named as in the “Interests of Named Experts” section of the Registration Statement.

Very truly yours,

Williams Securities Law Firm, P.A.

/s/ Michael T. Williams, Esq.

By: Michael T. Williams, Esquire, President For the Firm
 
EXHIBIT 23.1
 
Enterprise CPAs, Ltd.
Certified Public Accountants
209 West 23 rd Street, Suite 2
Chicago, IL 60616
Telephone (312) 326-3412



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

We hereby consent to the incorporation in this Registration Statement on Form S-1, of our audited report dated on January 12, 2012 for the balance sheet of A & C United Agriculture Developing, Inc. as of September 30, 2011, and the related statements of loss, shareholders’ equity, and statements of cash flows for the year ended September 30, 2011, and the cumulative period from February 7, 2011 (date of inception) through September 30, 2011.  

We also consent to the reference to our firm under the caption "Experts" in the Prospectus.
 
 
/s/ Enterprise CPAs, Ltd.
 
Enterprise CPAs, Ltd.
Certified Public Accountants
Chicago, IL

January 19, 2012