AGRO CAPITAL MANAGEMENT CORP. - Quarter Report: 2016 June (Form 10-Q)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Form 10-Q

Mark One

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File No. 333-185928

AGRO CAPITAL MANAGEMENT CORP.

(Exact name of registrant as specified in its charter)

1255 W. Rio Salado Pkwy, Suite 215

Tempe, AZ 85281

480-339-0181

 (Address and telephone number of principal executive offices)

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes x   No[   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [  ] Yes x No

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [  ] Accelerated filer [   ] Non-accelerated filer [   ] Smaller reporting company x

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x  No [  ]

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.

N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.  Yes[   ]  No[  ]

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

 Table of Contents

AGRO CAPITAL MANAGEMENT CORP.

fka GUATE TOURISM INC.

BALANCE SHEETS

_________

* Common stock retroactively adjusted for 10:1 forward stock split, effective December 11, 2015.

See accompanying notes to financial statements.

AGRO CAPITAL MANAGEMENT CORP.

fka GUATE TOURISM INC.

STATEMENTS OF OPERATIONS

_________

* Common stock retroactively adjusted for 10:1 forward stock split, effective December 11, 2015.

See accompanying notes to financial statements.

AGRO CAPITAL MANAGEMENT CORP.

fka GUATE TOURISM INC.

STATEMENTS OF CASH FLOWS

See accompanying notes to financial statements.

AGRO CAPITAL MANAGEMENT CORP.

fka GUATE TOURISM INC.

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2016

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Agro Capital Management Corp. (the “Company”) registered as Guate Tourism Inc. in the State of Nevada on November 12, 2013 and was formed to promote tourism 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.

On October 29, 2015, the Company filed Articles of Merger with the Secretary of State of the State of Nevada whereby the Company conducted a statutory merger with its wholly-owned subsidiary Agro Capital Management Corp., which was incorporated on October 29, 2015 and changed its name in connection therewith to “Agro Capital Management Corp”.

In connection therewith the Company also amended its Articles of Incorporation to (i) increase the Company’s authorized number of shares of common stock from 75,000,000 to 300,000,000 and (ii) increase the Company’s total issued and outstanding shares of common stock by conducting a forward split of such shares at the rate of ten (10) shares for every one (1) share currently issued and outstanding (the “Forward Split”).

On December 11, 2015, the name change and Forward Split were effected in the market by Financial Industry Regulatory Authority (“FINRA”). The Company’s ticker symbol became “ACMB”.

The financial statements have been retroactively adjusted to give effect to the 10 for 1 forward split.

NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of Presentation

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 six months June 30, 2016 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, 2015 contained in the Company's Form 10-K.

Use of Estimates

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.

Recent Accounting Pronouncements

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 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern.  However, the Company had no revenues from the inception through June 30, 2016.  The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence.

NOTE 4 – RELATED PARTIES TRANSACTIONS

In support of the Company's efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders or directors. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances were considered temporary in nature and were not formalized by a promissory note.

During the six months ended June 30, 2016, one of the Company’s shareholders paid on behalf of the Company an amount of $15,965. As of June 30, 2016, and December 31, 2015, the Company owed $65,039 and $49,074 to this shareholder, respectively.

NOTE 5 – PREPAID EXPENSES

Prepaid expenses consist of regulatory fees paid in advance, and prepayment for services.  Prepaid expenses are amortized as the related expense is incurred.

NOTE 6 – COMMON STOCK

The Company has 300,000,000, $0.001 par value shares of common stock authorized.

No shares were issued during the six month period ending June 30, 2016.

There were 72,500,000 shares of common stock issued and outstanding as at June 30, 2016, and December 31, 2015.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

The Company has no commitments or contingencies as of June 30, 2016.

From time to time the Company may become a party to litigation matters involving claims against the Company.  Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company's financial position or results of operations.

NOTE 8 – SUBSEQUENT EVENTS

Effective September 19, 2016, the Company rescinded the transactions under the Share Exchange Agreement, dated December 31, 2015 (“Share Exchange Agreement”), by and among, the Company, Capital Epitome Sdn Bhd, a private Malaysian corporation (“CE”), and Dato Mohd Nasir Bin Baba, a Malaysian citizen (“Dato Mohd Nasir” and together with CE, the “Owners”). Pursuant to the Share Exchange Agreement, the Company acquired 100% of the issued and outstanding shares of Agro Capital Management Berhad, a Malaysian corporation (“Target Shares”), in exchange for 30,000,000 shares of the Company’s common stock issued to CE and Dato Mohd Nasir (the “Exchange Shares”). 

The Company and the Owners decided to unwind and rescind the transactions and share issuances pursuant to the Share Exchange Agreement due to, among other reasons, the lack of currently available information regarding Agro Capital Management Berhad, a Malaysian corporation (“Target”) necessary for the Company to complete a full financial audit of Target for the two (2) prior fiscal years. As a result, the acquisition held little to no value for the Company’s shareholders, including CE and Dato Mohd Nasir, who became shareholders as a result of such transaction, it therefore became mutually beneficial to all parties for the transactions to be rescinded and return each party to their former positions. In connection with the unwinding and rescission of the transactions under the Share Exchange Agreement, the Target Shares were returned to the Owners and the Exchange Shares were returned to the Company for cancellation.

The Organization’s management has evaluated events through the date that the financial statements were available to be issued, 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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

GENERAL

Agro Capital Management Corp. (“Agro Capital” or the “Company”) formerly known as Guate Tourism Inc., was incorporated in the State of Nevada on November 12, 2013. Until September 11, 2015, the Company operated an online tourist guide company in Guatemala helping public from all over the world to find the best accommodation/restaurant/tour/city/program etc. depending on their budget and interests. On September 11, 2015, the Company underwent a change of control, which was the result of the Company’s largest shareholder, Ms. Blanca Bamaca, resigning as an officer and director and selling in a private transaction 6 million shares of the Company’s common stock, which represented 82.8% of the Company’s issued and outstanding shares of common stock.

Effective September 19, 2016, the Company rescinded the transactions under the Share Exchange Agreement, dated December 31, 2015 (“Share Exchange Agreement”), by and among, the Company, Capital Epitome Sdn Bhd, a private Malaysian corporation (“CE”), and Dato Mohd Nasir Bin Baba, a Malaysian citizen (“Dato Mohd Nasir” and together with CE, the “Owners”). Pursuant to the Share Exchange Agreement, the Company acquired 100% of the issued and outstanding shares of Agro Capital Management Berhad, a Malaysian corporation (“Target Shares”), in exchange for 30,000,000 shares of the Company’s common stock issued to CE and Dato Mohd Nasir (the “Exchange Shares”). 

The Company and the Owners decided to unwind and rescind the transactions and share issuances pursuant to the Share Exchange Agreement due to, among other reasons, the lack of currently available information regarding Agro Capital Management Berhad, a Malaysian corporation (“Target”) necessary for the Company to complete a full financial audit of Target for the two (2) prior fiscal years. As a result, the acquisition held little to no value for the Company’s shareholders, including CE and Dato Mohd Nasir, who became shareholders as a result of such transaction, it therefore became mutually beneficial to all parties for the transactions to be rescinded and return each party to their former positions. In connection with the unwinding and rescission of the transactions under the Share Exchange Agreement, the Target Shares were returned to the Owners and the Exchange Shares were returned to the Company for cancellation.

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.

Results of Operation

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.

Three Month Periods Ended June 30, 2016 and 2015 and Six Month Periods Ended June 30, 2016 and 2015

Our net loss for the three month periods ended June 30, 2016 and 2015 was $16,094 and $3,296, respectively.  Our net loss for the six month periods ended June 30, 2016 and 2015 was $31,119 and $13,764, respectively.  During the three and six month periods ended June 30, 2016 and 2015 we have not generated any revenue.

Liquidity and Capital Resources

As at June 30, 2016, our total assets were $6,701.  As at June 30, 2016, our current liabilities were $72,978. Stockholders’ deficit was $66,277 as of June 30, 2016.   

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the six month period ended June 30, 2016 and 2015, net cash flows used in operating activities were $31,365 and $13,764, respectively.

Cash Flows from Investing Activities

For the six months periods ended June 30, 2016 and 2015 we had no net cash flows used in, or provided by, investing activities.

Cash Flows from Financing Activities

For the six month periods ended June 30, 2016 and 2015 net cash flows provided by financing activities were $15,965 and $4,671, respectively.

Plan of Operation and Funding

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 anticipated 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.

Off-Balance Sheet Arrangements

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.

Going Concern

The independent auditors' review report accompanying our December 31, 2015 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

No report required.

ITEM 4. CONTROLS AND PROCEDURES

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 June 30, 2016. 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 June 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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.

ITEM 1A. RISK FACTORS

No report required.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Effective April 1, 2016, the Company closed the transactions under the Share Exchange Agreement, dated December 31, 2015 (“Share Exchange Agreement”), by and among, the Company, Capital Epitome Sdn Bhd, a private Malaysian corporation (“CE”), and Dato Mohd Nasir Bin Baba, a Malaysian citizen (“Dato Mohd Nasir” and together with CE, the “Owners”). Pursuant to the Share Exchange Agreement, the Company acquired 100% of the issued and outstanding shares of Agro Capital Management Berhad, a Malaysian corporation (“Target Shares”), in exchange for 30,000,000 shares of the Company’s common stock issued to CE and Dato Mohd Nasir (the “Exchange Shares”) on June 26, 2016.

The Company issued the Exchange Shares to two (2) non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which it relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended (the “Act”), as the conditions of Regulation S were met, including but not limited to the following conditions:

·         Each of the parties receiving shares are residents and citizens of Malaysia and were in Malaysia at the time of the sale of the shares;

·         Each of the parties receiving shares agree to resell the shares only in accordance with Regulation S, pursuant to a registration under the Act, or pursuant to an available exemption from registration; and

·         The certificate representing the shares sold contain a legend that transfer of the shares is prohibited except in accordance with the provisions of Regulation S, pursuant to a registration under the Act, or pursuant to an available exemption from registration and the hold may engage in hedging transactions with regards to the Company’s common stock unless in compliance with the Act.

Effective September 19 2016, the Company unwound and rescinded the transactions and share issuances under the Share Exchange Agreement. See Item 5 “Other Information “ of this Part II.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Effective September 19, 2016, the Company rescinded the transactions under the Share Exchange Agreement, dated December 31, 2015 (“Share Exchange Agreement”), by and among, the Company, Capital Epitome Sdn Bhd, a private Malaysian corporation (“CE”), and Dato Mohd Nasir Bin Baba, a Malaysian citizen (“Dato Mohd Nasir” and together with CE, the “Owners”). Pursuant to the Share Exchange Agreement, the Company acquired 100% of the issued and outstanding shares of Agro Capital Management Berhad, a Malaysian corporation (“Target Shares”), in exchange for 30,000,000 shares of the Company’s common stock issued to CE and Dato Mohd Nasir (the “Exchange Shares”). 

The Company and the Owners decided to unwind and rescind the transactions and share issuances pursuant to the Share Exchange Agreement due to, among other reasons, the lack of currently available information regarding Agro Capital Management Berhad, a Malaysian corporation (“Target”) necessary for the Company to complete a full financial audit of Target for the two (2) prior fiscal years. As a result, the acquisition held little to no value for the Company’s shareholders, including CE and Dato Mohd Nasir, who became shareholders as a result of such transaction, it therefore became mutually beneficial to all parties for the transactions to be rescinded and return each party to their former positions. In connection with the unwinding and rescission of the transactions under the Share Exchange Agreement, the Target Shares were returned to the Owners and the Exchange Shares were returned to the Company for cancellation.  The Company filed a Form 8-K with the Securities and Exchange Commission pertaining to the above transactions on September 23, 2016.

ITEM 6. EXHIBITS

Exhibits:

31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

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.