ACBM 10-K & 10-Q changes, risk factors and insider trading

For the years ended December 31, 20242025 and 2023,2024, we incurred losses of approximately $42,000$101,000 and $8.8 million$42,000 on no revenue. We have not generated any revenue subsequent to December 31, 2022 through the date of this annual report. We will not be able to operate profitably until and unless we are able to generate sufficient revenue so that our gross profit can cover our operating expenses. We cannot assure you that we be able to operate at a profit. We do not have any full-time employees and our chief executive officer, who provides his services on a part-time basis, has not received any salary. If we increase our operations and engage in selling, marketing and research and development activities, we will incur significant selling, general and administrative expenses. Unless we can generate significant revenue and gross profit we may not be able to operate profitably. The lack of an active trading market in our common stock combined with our lack of sales can materially impair our ability to raise money through the sale of equity or debt securities. We cannot assure you that we can or will ever operate profitably.

Our financial statements for the year ended December 31, 20242025 include a going concern paragraph. We had minimal cash at December 31, 20242025 and no revenues or gross profit for the year ended December 31, 2024,2025, we incurred a loss of approximately $42,000$101,000 and $8.8 million$42,000 for the years ended December 31, 20242025 and 2023,2024, respectively, had negative cash flow from operations for the years ended December 31, 20242025 and 2023,2024, has not actively engaged in its business subsequent to the year ended December 31, 2022, and did not generate any products from its research and development activities. Further, our common stock is presently on the OTC Market Group’s Expert Market, which means that our common stock is not eligible for proprietary broker-deal quotes, with the result that there are no published quotes for our common stock. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

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

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

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

We filed our quarterly report for the nine months ended September 30, 2023 on July 11, 2025 and our annual report for the year ended December 31, 2023 on July 18, 2025 and our quarterly reports for the three, six and nine months ended March 31, 2024, June 30, 2024 and September 30, 2024 and our annual report for the year ended December 31, 2024 in July 2025, and, as of the date of this annual report, we have not filed our quarterly reportsreport for the quarterthree months ended March 31, 2025 on July 24, 2025. Our failure to have made such timely filings may affect both the market for our common stock and the value of our common stock as well as the willingness of investors to purchase our stock and may subject us to action by the SEC.

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

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

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

We require funds for our operations. At December 31, 2024,2025, we had nominal cash, and no accounts receivable. Of the accounts receivable at December 31, 2022 of $638,500, we collected $158,500 and we determined that $480,000 was not collectible and we recognized a provision for doubtful account for that amount in 2023. We also recognized a provision for an inventory deposit write-off of $12,000 in 2023. Although we may seek to raise funds in the equity market, we have no agreements or understandings with respect to any funding and we can give no assurance as to the availability or terms of any such financing. Because of our financial condition, the lack of sales subsequent to December 31, 2022 through the date of this annual report, along with the absence of an active market for our stock and our stock being traded on the OTC Market Group’s Expert Market, which means that our common stock is not eligible for proprietary broker-deal quotes, with the result that there are no published quotes for our common stock, together with risk related to political and legal situation in Hong Kong, it may be difficult for us to raise funds in the equity market, and, if we are able to raise funds our stockholders may suffer significant dilution.

For the year ended December 31, 2025 and 2024, we had no revenues or cost of revenues, and we incurred selling, general and administrative expenses of $37,958$154,024 and $37,958, respectively, primarily expenses relating to our status as a public company. For the year ended December 31, 2025. We recorded gain from liability forgiveness of $62,032, We also incurred interest expense to a minority stockholder of $4,339.$9,154 and $4,339, respectively. As a result, we had a net loss of $42,297$101,146 and $42,297, respectively, or $(0.00) per share (basic and diluted).

Cash provided by financing activities of $199,924 for the year ended December 31, 2025 and $36,792 for the year ended December 31, 2024 and $9,970 for the year ended December 31, 2023 reflected advances from a minority stockholder. The advances in 2025 and 2024 provided us with funds to cover our cash used in operations

The accompanying financial statements have been prepared assuming that wethe Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company had minimal cash as ofat December 31, 2024,2025, had no revenue for the year ended December 31, 2025 and 2024, and incurred a loss from operations for the years ended December 31, 20242025 and 20232024 as well as prior years, and the losses and the absence of revenue have continued through the date of this annual report. We had negative cash flow from operations for the years ended December 31, 20242025 and 2023,2024. haveTo date, the Company has not activelygenerated engagedany in its businessrevenue subsequent to December 31, 2022,2022 and did not generate any products from ourits research and development activities. Further, our common stock is presently on the OTC Market Group’s Expert Market, which means that our common stock is not eligible for proprietary broker-deal quotes, with the result that there are no published quotes for our common stock. These factors, among others,factors raise substantial doubt about ourthe Company’s ability to continue as a going concern.concern Thewithin one year after the date of the financial statements being issued. These financial statements do not include anyadjustments adjustmentsrelating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might resultbe fromnecessary should the outcomeCompany ofbe thisunable uncertainty.to continue as a going concern.

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-LookingForward- Looking Statements.”

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 complimentarycomplementary 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 require funds for our operations. At MarchJune 31,30, 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-dealerbroker- dealer under SEC Rule15c2-11Rule 15c2-11 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, 20252025, and 2024 and the threesix months ended MarchJune 31,30, 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.

ThreeResults andof ThreeOperations for the three months Endedended MarchJune 31,30, 20262026, and 2025

For the three months ended MarchJune 31,30, 2026 and 2025, we had no revenue or cost of revenue. Ourour operating expenses were $8,934,$17,554 and $13,614, which are primarily related to general and administrative expenses and professional fees relating to our status as a public company.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).respectively.

The following table summarizes our changes in working capital from December 31, 20252025, to MarchJune 31,30, 2026:

The following table summarizes our cash flows for the threesix months ended MarchJune 31,30, 20262026, and 2025:

Cash provided by financing activities forDuring the threesix months ended MarchJune 31, 202630,2026 and 20252025, reflectedwe received $59,875 and $116,065 advances from a minority stockholder. These advances provided us with fundsstockholder to coverpay ourcertain cashoperating usedexpenses inon operations.behalf of the Company, respectively.

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 MarchJune 31,30, 2026, had no revenue for the threesix months ended MarchJune 31,30, 20262026, and the yearyears ended December 31, 20252025, and 2024, and incurred a loss from operations for the threesix months ended MarchJune 31,30, 20262026, as well as prior years, had negative cash flow from operations for the threesix months ended MarchJune 31,30, 2026, and had a stockholders’ deficit as of June 30, 2026, and 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, 20252025, 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 threesix months ended MarchJune 31,30, 20262026, 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.

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