AGRO CAPITAL MANAGEMENT CORP. - Quarter Report: 2017 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, 2017

o 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

c/o Reitler Kailas & Rosenblatt LLC

885 Third Avenue

New York, New York 10022

(212) 209-3050

 (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 o

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

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

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 o 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:

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AGRO CAPITAL MANAGEMENT CORP.

fka GUATE TOURISM INC.

CONSOLIDATED BALANCE SHEETS

Common stock retroactively adjusted for 4:1 reverse stock split, effective August 21, 2017

See accompanying notes to financial statements.

AGRO CAPITAL MANAGEMENT CORP.

fka GUATE TOURISM INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Common stock retroactively adjusted for 4:1 reverse stock split, effective August 21, 2017

See accompanying notes to financial statements.

AGRO CAPITAL MANAGEMENT CORP.

fka GUATE TOURISM INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

See accompanying notes to financial statements.

AGRO CAPITAL MANAGEMENT CORP.

fka GUATE TOURISM INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

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. The Company’s office is located at P.T. P7 1556, Sg Miang, Mukim Pekan, Daerah Pekan, Pahang, Malaysia.

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. The par value of each common share outstanding did not change with the stock split. As a result, approximately $62,500 was reclassified from additional paid in capital to common shares – par, resulting in additional paid in capital having a negative balance.

On May 18, 2017, the Company acquired a fully owned subsidiary, ACMC Sdn. Bhd. There have been no material operations to date in the subsidiary.

On August 21, 2017, the Company approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-4 (the “Reverse Stock Split”). On the Effective Date, the trading symbol for the Common Stock will change to “ACMBD” for a period of 20 business days, after which the final “D” will be removed from the Company’s trading symbol, which will revert to the original symbol of “ACMB”. The financial statements have been retroactively adjusted to give effect to the 1 for 4 reverse split. The par value of each common share outstanding did not change with the stock split. As a result, approximately $53,375 was reclassified from to common shares - par to additional paid in capital. As a result of the reverse stock split, 75,000,000 shares of common stock are authorized.

NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of Presentation

The Company prepares its consolidated 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 consolidated 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 consolidated 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 ended June 30, 2017 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 consolidated financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended December 31, 2016 contained in the Company’s Form 10-K.

Basis of Consolidation

The financial statements have been prepared on a consolidated basis, with the Company’s fully owned subsidiary. No intercompany balances or transactions exist during the period ended June 30, 2017.

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, 2017. As of June 30, 2017, the Company has an accumulated deficit of $5,157,698. 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 PARTY 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, 2017, one of the Company’s shareholders paid on behalf of the Company an amount of $52,176. As of June 30, 2017, and December 31, 2016, the Company owed $149,355 and $97,179 to this shareholder, respectively.

During the six months ended June 30, 2017, 1,787,124 common shares were issued as stock based compensation, at a fair value of $4,958,524, to management, and related parties. The shares were issued on February 24, March 15 and 24, April 5, 10, 20, and 27, May 5 and 26, and June 7 and 21, 2017. The fair value of the shares issued was between $2.32 and $3.08.

NOTE 5 – COMMON STOCK

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

On August 21, 2017, the Company approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock, par value $0.001 per share at a ratio of 1-for-4. The par value of each common share outstanding did not change with the stock split. As a result, approximately $53,375 was reclassified from to common shares - par to additional paid in capital.

During the six months ended June 30, 2017, 1,787,124 common shares were issued as stock based compensation, at a fair value of $4,958,524.

There were 19,912,124 and 18,125,000 shares of common stock issued and outstanding as at June 30, 2017, and December 31, 2016.

On May 18, 2017, two of the Company’s Board of Directors’ transferred their shares in the fully owned subsidiary, ACMC Sdn. Bhd, to the Company, for no compensation.

NOTE 6 – 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, 2017.

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 7 – SUBSEQUENT EVENTS

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, other than those noted below.

On August 21, 2017, the Company performed a reverse stock split. Refer to Note 5 above for further detail.

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

This Quarterly Report on Form 10-Q contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, our expectations regarding future financial performance and liquidity, our long-term strategy, restructuring and other initiatives, and future operations or operating results. These statements often can be identified by the use of terms such as “may,” “should,” “could,” “will," “expect,” “believe,” “planned,” “anticipate,” “estimate,” “project,” “intend,” “forecast,” “approximate” or “continue,” or similar expressions. Although we believe that our expectations are based on reasonable assumptions within the bounds of our knowledge of our business and operations, we cannot assure that actual results will not differ materially from our expectations. We assume no responsibility to update forward-looking statements made herein or otherwise.

Unless the context requires otherwise, references to “we,” “us,” “our” and “the Company” refer to Agro Capital Management Corp.

GENERAL

Corporate Background

Agro Capital Management Corp. was incorporated in the State of Nevada on November 12, 2013 under the name Guate Tourism Inc. Until September 11, 2015, we operated an online tourist guide company in Guatemala. On September 11, 2015, our then largest shareholder, Ms. Blanca Bamaca, entered into a Stock Purchase Agreement with certain third party investors, whereby Ms. Bamaca sold 6 million shares of our common stock held by her, representing at the time 82.8% of our issued and outstanding shares of common stock. Upon completion of the sale, we abandoned our business plan and sought an operating company with which to merge or to acquire. On October 29, 2015, Guate Tourism Inc. conducted a statutory merger with its wholly-owned subsidiary, Agro Capital Management Corp. The subsidiary was not an operating company and held no assets. Guate Tourism Inc., as the surviving entity, changed its name in connection therewith to Agro Capital Management Corp. We also amended our Articles of Incorporation to increase our authorized number of shares of common stock from 75 million to 300 million and to increase our total issued and outstanding shares of common stock by conducting a forward split of such shares at the rate of ten shares for every one share then issued and outstanding.

On December 31, 2015, we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Capital Epitome Sdn Bhd, a private Malaysian corporation (“Capital Epitome”), and Mr. Mohd Nasir Bin Baba, a Malaysian citizen (“Mr. Nasir”), whereby we agreed to issue 30 million shares of its common stock in exchange for all of the issued and outstanding capital stock of Agro Capital Management Berhad, a Malaysian corporation (“Agro Malaysia”).

On September 19, 2016, we, Capital Epitome and Mr. Nasir rescinded the Share Exchange Agreement (the “Mutual Rescission”) due to, among other reasons, the lack of currently available information regarding Agro Malaysia necessary for us to complete a full financial audit of Agro Malaysia for the two prior fiscal years. In connection with the rescission of the Share Exchange Agreement, we returned all of the shares of Agro Malaysia held by us to Capital Epitome and Mr. Nasir and, simultaneously, Capital Epitome and Mr. Nasir returned all of the shares of the Company held by them to us for cancellation.

Mr. Michael Xavier Dorairaj and Mr. Michael Marcus Liew are former directors of Capital Epitome. At the time of the Share Exchange Agreement and the Mutual Rescission, Mr. Michael Xavier Dorairaj and Mr. Michael Marcus Liew, two of our directors, were not directors of Capital Epitome.

On August 21, 2017, we effected a one-for-four reverse stock split of our common stock.

Business Overview

Agro Capital Management Corp. is a shell company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), because we have no or nominal assets and no or nominal operations.

Our current business plan is to enter into a merger, acquisition or other business venture with Agro Malaysia or other companies in the aqua-culture development industry in Malaysia. No assurances can be given that we will be successful in either consummating a transaction with Agro Malaysia or identifying or negotiating a business transaction with another company, or, if we do enter into a business transaction with Agro Malaysia or another company, no assurances can be given as to the terms of a business transaction, or as to the nature of the target company.

If we successfully enter into a merger, acquisition or other business venture with Agro Malaysia in the future, we intend to expand Agro Malaysia into a fully-integrated aquaculture company by developing our own research and development, hatcheries, aquaculture feeds, grow-out operations, processing plant operations, seafood sales and marketing.

Results of Operation

We have incurred recurring losses to date. 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 will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, stockholder loans and the issuance of securities.

Three Month Periods Ended June 30, 2017 and 2016 and Six Month Periods Ended June 30, 2017 and 2016

Our net loss for the three-month periods ended June 30, 2017 and 2016 was $3,500,919 and $16,094, respectively. Our net loss for the six-month periods ended June 30, 2017 and 2016 was $5,020,696 and $31,119, respectively. During the three and six-month periods ended June 30, 2017 and 2016, we have not generated any revenue.

During the three-month period ended June 30, 2017, our operating expenses were $3,500,919, which consisted of $3,475,679 in share based compensation, $25,165 in professional fees and $75 in administrative expenses, compared to $0, $13,254 and $2,840, respectively for the same period from the prior year. During the six-month period ended June 30, 2017, our operating expenses were $5,020,696, which consisted of $4,958,524 in share based compensation, $52,037 in professional fees and $10,135 in administrative expenses, compared to $0, $23,279 and $7,840, respectively for the same period from the prior year. Our professional fees increased primarily due to an increase in professional fees related to the development of our business plans. The weighted average number of shares outstanding was 18,909,911 for the six-month period ended June 30, 2017, and the weighted average number of shares outstanding was 18,125,000 for the six-month period ended June 30, 2016.

Liquidity and Capital Resources

Six Month Period Ended June 30, 2017

As at June 30, 2017, our total assets were $30. As at June 30, 2017, our current liabilities were $165,336. Stockholders’ equity (deficit) was $(165,306) as of June 30, 2017.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the six month period ended June 30, 2017 and 2016, net cash flows used in operating activities was $(52,226) and $(31,365), respectively.

Cash Flows from Investing Activities

For the six month period ended June 30, 2017 and 2016, we did not have any net cash flows used in, or provided by, investing activities.

Cash Flows from Financing Activities

For the six month period ended June 30, 2017, net cash flows received from financing activities was $52,176, which was the result of a shareholder’s loan to us, compared to $15,965 from a shareholder’s loans provided to us for the period ended June 30, 2016.

Plan of Operation and Funding

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

Existing working capital, officer and director loans, and further issuances of securities 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 officer and director loans and the issuance of securities. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of software; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with officer and director loans and further issuances of securities. 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 stockholders. 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.

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 auditor’s report accompanying our June 30, 2017 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. As discussed in the notes to the financial statements, we have limited operations and have yet to obtain profitability. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined in Item 10 of Regulation S-K and, as a result, we are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

We performed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report. Disclosure controls and procedures means controls and other procedures of a company that are designed to provide reasonable assurance that material information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that the information is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure. Based on the existence of the material weaknesses, our management, including our Chief Executive Officer, concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of the end of the period covered by this Report. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended June 30, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as a result, we are not required to provide the information under this item.

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

During the six months ended June 30, 2017, we issued 1,787,124 shares of common stock to management and related parties of Agro Capital Management Berhad as share compensation. This issuance was undertaken in reliance upon the exemption from registration requirements of Section 4(2), as a transaction by an issuer not involving a public offering. All recipients had adequate access, through their relationship with us, to information about us. No proceeds were received for the issuance of shares. The common stock issuance was recorded as additional paid-in capital.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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.