AGRO CAPITAL MANAGEMENT CORP. - Quarter Report: 2016 March (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 March 31, 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 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[ X  ]

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:

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See accompanying notes to financial statements.

 

See accompanying notes to financial statements.

 

See accompanying notes to financial statements.

 

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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 March 31, 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.

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 three months ended March 31, 2016, one of the Company’s shareholders paid on behalf of the Company an amount of $10,880. As of March 31, 2016, and December 31, 2015, the Company owed $59,954 and $49,074 to this shareholder, respectively.

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

No shares were issued during the three month period ending March 31, 2016.

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

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 March 31, 2016.

 

NOTE 8 – SUBSEQUENT EVENTS

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.

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.

Subsequently, we have abandoned our prior business plan and have entered into a new business enterprise. On December 31, 2015, the Company entered into a Share Exchange Agreement whereby it agreed to issue 30 million shares of its common stock in exchange for all of the issued and outstanding shares of Agro Capital Management Berhad, a Malaysian corporation (the “Agro Malay”). The Company closed its acquisition of the Agro Malay on April 30, 2016. The business of Agro Capital is to now manage, expand, develop and own Agro Malay.

Agro Malay is principally engaged in aquaculture development in Malaysia. Its core business is in the trading, exporting and production of aquaculture related products. Agro Malaysia has also been appointed as the management partner of several joint venture projects with the Ministry of Agriculture (MOA), Malaysia, to operate existing aquaculture infrastructure projects in Malaysia.

In October 2015, Agro Malay was awarded with a 40.47-hectare (ha) farmland in Sungai Miang, Pekan for a concessionary aquaculture project in Pahang. The land, which is part a 108.46-ha aquaculture project in the area, was awarded by Rumpun Timur Sdn Bhd, a subsidiary of the Pahang State Development Corporation. The award was an addition to the existing 20.23-ha Agro Malay has within the same aquaculture project area, bringing the company’s total land size in Pekan to 60.7-ha.

 

We anticipate commercially farming marine shrimp for export and distribution to local retailers. Aquaculture is increasingly becoming a way to produce marine fish and shellfish in through sustainable methods for consumption and export, without causing additional strain to natural seafood populations. We recognize the need to help meet increasing market demands for seafood, and hence, will continue our efforts to develop sustainable methods of cultivation in a cost-effective manner.

We intend to expand Agro Malay into a fully-integrated aquaculture company in the future by developing our own research and development, hatcheries, aquaculture feeds, grow-out operations, processing plant operations, seafood sales and marketing.

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 period ended March 31, 2016 was $15,025. During the three-month period ended March 31, 2015 was $7,718.

During the three-month period ended March 31, 2016, our operating expenses were $15,025, which consisted of $10,025 in professional fees and $5,000 in administrative expenses, compared to $3,523 and $4,195, respectively for the same period from the prior year. Our professional fees increased due to the legal work associated with the acquisition of Agro Capital Management Berhad, a Malaysian corporation. The weighted average number of shares outstanding was 72,500,000 for the three months period ended March 31, 2016.

Three Month Period Ended March 31, 2016

As at March 31, 2016, our total assets were $11,135.  As at March 31, 2016, our current liabilities were $61,318. Stockholders’ equity (deficit) was $(50,183) as of March 31, 2016.

We have not generated positive cash flows from operating activities. For the three month periods ended March 31, 2016 and 2015, net cash flows used in operating activities was $(26,264) and $(9,093), respectively.

For the period ended March 31, 2016 and March 31, 2015, we do not have any net cash flows used in investing activities.

For the three month period ended March 31, 2016, net cash flows received from financing activities was $10,880, which was the result of a shareholders’ loan to the Company.

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.

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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 March 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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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.

On January 7, 2016, the Company accepted the resignation of Har Yee Ken as Deputy Executive Officer.

On February 15, 2016, the Company appointed Michael Marcus Liew and Michael Xavier Dorairaj as members of the Board of Directors.

 

 

Exhibits:

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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.