ACRO Biomedical Co. Ltd.

05/05/2026 | Press release | Distributed by Public on 05/05/2026 13:25

Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See "Forward-Looking Statements."

Overview

Since January 30, 2017, following a change of control, we have been engaged in the business of developing and marketing nutritional products that promote wellness and a healthy lifestyle. Our business has involved the purchase of products from three suppliers in Taiwan and the sale of these products to four unrelated customers. We have not had any sales subsequent to December 31, 2022 through the date of this report and as of the date of this report we do not have any orders for products.

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

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

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

During the period from May 2021 through August 2023, we engaged consultants who performed research and development services as well as selling, general and administrative services, all in connection with a proposed product - a cordyceps-infused chicken feed. These research and development activities did not generate a marketable product, and we cannot assure you that we will seek to continue the development of this product or any other product. We do not have the funds or the revenue stream for us to hire any consultants or employees. Our selling, general and administrative expenses do not include any compensation for our chief executive officer, who serves without compensation and is responsible for our purchases, sales and directed our research and development program. As a result, the results of our operations do not reflect costs that would normally be associated with a chief executive officer who performs such functions.

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We require funds for our operations. At March 31, 2026, we had nominal cash and no accounts receivable. Although we may seek to raise funds in the equity market, we have no agreements or understandings with respect to any funding, and we can give no assurance as to the availability or terms of any such financing. Because of our financial condition, the lack of sales subsequent to December 31, 2022, along with the absence of an active market for our stock and our stock being traded on the OTC Market Group's Pink Limited Market. Our common stock was previously listed on the OTC Market Group's Expert Market, as a result of which our common stock was not eligible for proprietary broker-dealer quotes. As a result, there are no market makers for our common stock. At present, our stock is not eligible for proprietary broker-dealer quotations and all quotes reflect unsolicited customer orders. Unsolicited only stocks have a higher risk of wider spreads, increased volatility, and price dislocations. Investors may have difficulty selling this stock. An initial review by a broker-dealer under SEC Rule15c2-11 is required for brokers to publish competing quotes and provide continuous market making. Accordingly, there are no published quotes for our common stock and we cannot assure you that a broker-dealer will take the necessary steps to make a market in our common stock. This lack of a trading market for our common stock together with risk related to political and legal situation in Hong Kong, may be difficult for us to raise funds in the equity market, and, if we are able to raise funds our stockholders may suffer significant dilution. Our primary source of funds for the years ended December 31, 2025 and 2024 and the three months ended March 31, 2026 has been advances from a minority stockholder. This stockholder has continued to be our principal source of funds. We cannot assure you that he will continue to provide funding for us.

To the extent that we implement our business plan, we anticipate that we will incur marketing and other expenses without any assurance that such expenses will generate any significant revenue, cash flow from operations or net income. Because of our cash position, we may seek to use equity-based compensation for our employees and independent contractors. Because of our low cash position, we may rely on loans from stockholders or related parties, although we do not have any agreements or understandings at this time, and we may issue equity to attract employees and consultants to help us develop our business plan. Because we are quoted on the Pink Limited Market, our common stock is an unsolicited only stock and there are no market makers for our common stock, potential employees or consultants may be reluctant to accept common stock as compensation. We cannot assure you that we will be able to develop or market products, in which case we may continue to be unable to generate revenue.

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

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

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

Our inability to generate sales partially resulted from the aftereffects of the COVID-19 restrictions of the Chinese government. Our customers suffered tremendous financial losses due to COVID-19 restrictions, including the Chinese government's No-COVID policy. Our customers sold their products into China and the Chinese economy was having difficulty in bouncing back. We believe these factors also affected the ability of our customer to pay for the products purchased from us which resulted in a $480,000 account receivable reserve in 2023.

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Results of Operations

Three and Three months Ended March 31, 2026 and 2025

For the three months ended March 31, 2026, we had no revenue or cost of revenue. Our operating expenses were $60,271, which are primarily related to expenses and professional fees relating to our status as a public company. For the three months ended March 31, 2026, we recorded gain from liability extinguishment of $20,000. We also incurred interest expense to a minority stockholder of $3,503. As a result, we had a net loss of $43,774 or $(0.00) per share (basic and diluted).

For the three months ended March 31, 2025, we had no revenue or cost of revenue. Our operating expenses were $8,934, which are primarily related to expenses and professional fees relating to our status as a public company. We also incurred interest expense to a minority stockholder of $1,367. As a result, we had a net loss of $10,301 or $(0.00) per share (basic and diluted).

Liquidity and Capital Resources

The following table summarizes our changes in working capital from December 31, 2025 to March 31, 2026:

March 31,

December 31,

2026

2025

Change

Current Assets

$ 3,873 $ 14,098 $ (10,225 )

Current Liabilities

$ 431,108 $ 401,062 $ 30,046

Working Capital

$ (427,235 ) $ (386,964 ) $ (40,271 )

The following table summarizes our cash flows for the three months ended March 31, 2026 and 2025:

Three Months Ended

March 31,

2026

2025

Change

Cash used in operating activities

$ (49,821 ) $ (22,531 ) $ (27,290 )

Cash provided by financing activities

49,596 22,306 27,290

Cash end of period

$ 3,873 $ 251 $ 3,622

Cash used in operating activities of $49,821 for the three months ended March 31, 2026 reflected primarily our net loss of $43,774 increased by imputed interest of $3,503 and prepaid expense of $10,000 and reduced by liability extinguishment of $20,000.

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

Cash provided by financing activities for the three months ended March 31, 2026 and 2025 reflected advances from a minority stockholder. These advances provided us with funds to cover our cash used in operations.

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Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company had minimal cash at March 31, 2026, had no revenue for the three months ended March 31, 2026 and the year ended December 31, 2025 and 2024, and incurred a loss from operations for the three months ended March 31, 2026 as well as prior years, had negative cash flow from operations for the three months ended March 31, 2026, and had a stockholders' deficit as of December 31, 2025. To date, the Company has not generated any revenue subsequent to December 31, 2022 and did not generate any products from its research and development activities. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date of the financial statements being issued. In addition, the Company's independent registered public accounting firm, in its report on the Company's December 31, 2025 financial statements, has expressed substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management recognizes that the Company must obtain additional funds and implement its business plans. However, because of the no revenue and the absence of any active trading market for its common stock, its financial condition and its lack of an operating history, the Company may not be able to raise funds for capital expenditures, working capital and other cash requirements. The Company's primary source of funds for the three months ended March 31, 2026 has been advances from a minority stockholder. This stockholder has continued to be the Company's principal source of funds and the Company will have to continue to rely on advances from the minority stockholder. If the Company cannot generate revenue from its products, it may not be able to continue in its business.

Critical Accounting Policy and Estimates

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

Off-Balance Sheet Arrangements

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

ACRO Biomedical Co. Ltd. published this content on May 05, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 05, 2026 at 19:25 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]