AGRO CAPITAL MANAGEMENT CORP. - Quarter Report: 2015 September (Form 10-Q)

Nevada (State or Other Jurisdiction of Incorporation or Organization)	2013 (Primary Standard Industrial Classification Number)	EIN 33-1230673  (IRS Employer Identification Number)

Class Common Stock: $0.001

Outstanding as of November 6, 2015, 7,250,000

 

 

 

 

 

 

PART I—FINANCIAL INFORMATION

Item 1.  Financial Statements

 

		September 30,				December 31,
		2015				2014
ASSETS
Current Assets
Cash and cash equivalents		$	-			$	9,093
Total Assets		$	-			$	9,093
LIABILITIES AND STOCKHOLDERS’ EQUITY(DEFICIT)
Liabilities
Current Liabilities
Accounts payable and accrued liabilities		$	405			$	-
Loan from director			-				716
Total Liabilities			405				716
Stockholders’ Equity (Deficit)
Common stock, par value $0.001; 75,000,000 shares authorized,
7,250,000 and 7,250,000 shares issued and outstanding respectively;			7,250				7,250
Additional paid in capital			30,512				23,750
Accumulated deficit			(38,167	)			(22,623	)
Total Stockholders’ Equity (Deficit)			(405	)			8,377
Total Liabilities and Stockholders’ Equity (Deficit)		$	-			$	9,093

		For the three months ended								For the nine months ended
		September 30,								September 30,
		2015				2014				2015				2014
REVENUES		$	-			$	-			$	-			$	-
OPERATING EXPENSES
Administrative Expenses			405				42				4,600				219
Professional fees			1,375				1,550				10,944				7,121
TOTAL OPERATING EXPENSES			1,780				1,592				15,544				7,340
LOSS BEFORE INCOME TAX			(1,780	)			(1,592	)			(15,544	)			(7,340	)
Income tax provision			-				-				-				-
NET LOSS		$	(1,780	)		$	(1,592	)		$	(15,544	)		$	(7,340	)
NET LOSS PER SHARE: BASIC AND DILUTED		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED			7,250,000				7,250,000				7,250,000				6,000,000

GUATE TOURISM INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

See accompanying notes to financial statements.

 

GUATE TOURISM INC.

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2015

(UNAUDITED)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Guate Tourism Inc. registered in the State of Nevada on November 12, 2013 and was formed to promote tourism in Guatemala. Guate Tourism Inc. will position itself to take full advantage of the promoting tourism and advertising its vendors in Guatemala.

On September 11, 2015, the major shareholder of the Company sold 6,000,000 common shares owned by her to unrelated 3^rd parties. These 6,000,000 common shares represent 82.8% of common stock of the Company. As a result, the Company changed control on September 11, 2015.

NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

The Company prepares its financial statements in accordance with rules and regulations of the Securities and Exchange Commission ("SEC") and accounting principles generally accepted ("GAAP") in the United States of America. The accompanying interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the Company's opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended December 31, 2014 contained in the Company's Form 10-K filed on March 13, 2015.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements.

NOTE 3 – LOAN FROM DIRECTOR

NOTE 4 – COMMON STOCK

NOTE 5 – COMMITMENTS AND CONTINGENCIES

NOTE 6 – SUBSEQUENT EVENTS

On October 16, 2015, the Board of Directors of the Company approved the following:

·

to change the Company’s name to “Agro Capital Management Corp.”

·

to change the Company’s ticker symbol to “ACMB”

·

to increase the Company’s authorized shares of common stock from 75,000,000 to 300,000,000; and

·

to increase the number of the Company’s total issued and outstanding shares of common stock by conducting forward split of such shares at the rate of 10 shares for every 1 share currently issued and outstanding.

 

The Company’s name change and increase in authorized shares to 300,000,000 became effective with the Nevada Secretary of State on October 29, 2015.  The other changes were submitted to the Financial Industry Regulatory Authority (“FINRA”) for approval. FINRA's approval of such changes remains pending as of the filing of this quarterly report.

The Company’s management has evaluated events through the date that the financial statements were available to be issued, November 10, 2015, and through the date that they were filed and has no other significant events to disclose.

 

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

At present, we have no employees other than our officer and director.  We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future.  There are presently no personal benefits available to any officers, directors or employees.

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Our net loss for the three month periods ended September 30, 2015 and 2014 were $1,780 and $1,592, respectively.  Our net loss for the nine month periods ended September 30, 2015 and 2014 were $15,544 and $7,340, respectively.  During these periods ended September 30, 2015 and 2014 we have not generated any revenue.

Three Month Period Ended September 30, 2015  

As at September 30, 2015, our total assets were $0.  As at September 30, 2015, our current liabilities were $405. Stockholders’ equity was $(405) as of September 30, 2015.

We have not generated positive cash flows from operating activities. For the nine month periods ended September 30, 2015 and 2014, net cash flows used in operating activities was $15,139 and $7,340, respectively.

 

For the nine month periods ended September 30, 2015 and 2014 we do not have any net cash flows provided by investing activities.

For the nine month periods ended September 30, 2015 and 2014 net cash flows provided by financing activities was $6,046 and $25,616, respectively.

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

As of the date of this Quarterly Report, 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 are material to investors.

The independent auditors' review report accompanying our December 30, 2014 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

No report required.

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2015. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended September 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

No report required.

No report required.

 

Not applicable.

 

No report required.

 

Exhibits:

 

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

 

 

 

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