Africa Growth (AFGC) 10-Q 15 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	3 Months Ended
	Mar. 31, 2017	Jun. 30, 2016
Document and Entity Information:
Entity Registrant Name	Africa Growth Corp.
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Trading Symbol	afgc
Amendment Flag	false
Entity Central Index Key	1,501,720
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	998,060
Entity Public Float		$ 860,720
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1

Africa Growth Corporation - Con

Africa Growth Corporation - Consolidated Balance Sheet (USD $) - USD ($)		Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents		$ 10	$ 10
Total current assets		10	10
Total assets		10	10
Current liabilities:
Accounts payable and accrued expenses		36,362	20,880
Accounts payable - related party		28,694	18,100
Total current liabilities		65,056	38,980
Total liabilities		65,056	38,980
Stockholders' deficit:
Preferred stock	[1]
Common stock	[2]	100	100
Less treasury stock, at cost; 1,313 shares		(4,728)	(4,728)
Additional paid-in capital		1,005,711	1,005,711
Accumulated deficit		(1,066,129)	(1,040,053)
Total stockholders' deficit		(65,046)	(38,970)
Total liabilities and stockholders' deficit		$ 10	$ 10
[1]	$0.0001 par value; 10,000,000 shares authorized; none issued
[2]	$0.0001 par value; 200,000,000 shares authorized; 998,060 issued and outstanding at March 31, 2017 and December 31, 2016

Africa Growth Corporation - Co3

Africa Growth Corporation - Consolidated Statements of Operations (USD $) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Consolidated Statements of Operations (USD $)
Revenue	$ 0	$ 0
Operating expenses:
General and administrative	26,076	32,851
Total operating expenses	26,076	32,851
Net income (loss)	$ (26,076)	$ (32,851)
Net income (loss) per common share - basic and diluted	$ (0.03)	$ (0.05)
Weighted average number of common shares outstanding - basic and diluted	998,060	641,468

Africa Growth Corporation - Co4

Africa Growth Corporation - Consolidated Statements of Cash Flows (USD $)	3 Months Ended
	Mar. 31, 2017USD ($)	Mar. 31, 2016USD ($)
Consolidated Statements of Cash Flows (USD $)
Net income (loss)	$ (26,076)	$ (32,851)
Changes in operating assets and liabilities:
Increase (decrease) in Accounts payable and accrued expenses	15,482	250
Net cash provided by operating activities	$ (10,594)	$ (32,601)
Cash flow from financing activities:
Advances from related parties, net	10,594	0
Net cash provided by financing activities - continuing operations	$ 10,594	$ 0
Net cash provided by financing activities - discontinuing operations	0	33,150
Net cash provided by financing activities	$ 10,594	$ 33,150
Net increase (decrease) in cash	$ 0	$ 549
Cash and cash equivalents, beginning of year	10	51
Cash and cash equivalents, end of year	10	600
Supplemental disclosures:
Interest paid	$ 0	$ 0
Income taxes paid	$ 0	$ 0

Note 1. Summary of Significant

Note 1. Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Notes
Note 1. Summary of Significant Accounting Policies	Note 1. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim consolidated financial statements of Africa Growth Corporation ("AGC") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in AGC's Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2016. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Form 10-K have been omitted. Organization, Ownership and Business Africa Growth Corporation (formerly known as Brenham Oil & Gas Corp. (hereinafter the "Company", the "Registrant", or "AGC"), a Nevada corporation, was incorporated on April 21, 2010. On November 9, 2016, the Company filed an amended Preliminary Information Statement on Schedule 14C with full disclosure required by Items 11 through 14 of Schedule 14A, including but not limited to the audited financial statements of the Registrant and AIC as well as the pro forma consolidated financial statements of the Registrant and AIC as required by Schedule 14A together with additional disclosure regarding the business of AIC. Further, in connection with the Closing the Registrant's Board of Directors effected the change of control of the Registrant. On December 12, 2016, the Company filed the Definitive Preliminary Information Statement on Schedule 14C. In December 2016, the Company issued 71,206,464 shares of common stock to Crescat Ventures Ltd, as a part issuance in connection with the Merger. On January 17, 2017, pursuant to the Contribution Agreement filed as Exhibit 2.2 of the Merger Agreement form 8-K, AIII assumed all of the Company's existing liabilities in consideration and exchange for the Company assigning to a nominee of AIII all of the Company's existing developed and undeveloped oil and gas assets. As of December 31, 2016, the Company's oil and gas operations as well as the related liabilities were considered discontinued operations. On January 30, 2017, the Company completed a one-for-two hundred reverse split of its 199,500,000 shares of issued and outstanding common stock (the "Reverse Split"). Further on this date the Company's name was changed to Africa Growth Capital. All the outstanding shares have been retrospectively adjusted to reflect the reverse stock split as required by the terms of such securities with a proportional increase in the related share price. On February 21, 2017, the Company paid $5,000 to AIII for merger related expenses incurred by AIII. On April 10, 2017, the Company incorporated a new subsidiary, Namibia Mortgage Acceptance Corporation a Delaware incorporated company, to launch the Company's lower and middle income mortgage acceptance business in Namibia and for funding purposes to facilitate the Company's intention launch a Regulation D (506(c)) offering with the U.S. Securities and Exchange Commission (SEC). The purpose of the offering is to secure funds through accredited investors to facilitate access to financing solutions and promote homeownership in Namibia. The Company is in the process of completing the remaining steps to finalize the merger between Africa Growth Corporation and Africa International Capital Ltd. The resulting merger financial statements are to be filed thereafter. Use of Estimates In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Going Concern The consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. Prior to the execution of the merger agreement the Company generated losses with negligible revenues and did not anticipate generating any revenues in the near-term, which raised substantial doubt about the Company's ability to continue to operate as a going concern. As of March 31, 2017, there remains substantial doubt about the Company's ability to continue to operate as a going concern for the twelve months following the filing of these financial statements. The Company transferred its oil and gas assets to a nominee of AII under the contribution and merger agreements and is in the process of finalizing of the merger with AIC. Post-merger the Company intends to continue as a going concern through the underlying operating and revenue generating business of AIC and external financing, should it be required and available. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty. Cash and Cash Equivalents AGC considers all short-term securities purchased with a maturity of three months or less to be cash equivalents. Income Taxes The Company is a taxable entity and recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect when the temporary differences reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date of the rate change. A valuation allowance is used to reduce deferred tax assets to the amount that is more likely than not to be realized. Interest and penalties associated with income taxes are included in selling, general and administrative expense. The Company has adopted ASC 740-10 "Accounting for Uncertainty in Income Taxes," which prescribes a comprehensive model of how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. ASC 740-10 states that a tax benefit from an uncertain position may be recognized if it is "more likely than not" that the position is sustainable, based upon its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. As of March 31, 2017, AGC had not recorded any tax benefits from uncertain tax positions. Net Loss Per Common Share Net loss per common share is computed by dividing the net loss by the weighted average number of shares outstanding during a period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Basic and diluted net losses per share were the same, as there were no common stock equivalents outstanding. Reclassifications Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation including adjustments to reflect the presentation of discontinued operations related to the merger described above. Recent Accounting Pronouncements The Company adopted an ASU issued by the FASB requiring, when applicable, disclosures regarding uncertainties about an entity's ability to continue as a going concern. During the preparation of quarterly and annual financial statements, management should evaluate whether conditions or events exist that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued. If this evaluation indicates that it is probable that an entity will be unable to meet its obligations when they become due within one year of the financial statement issuance date, management must evaluate whether its mitigation plans will alleviate the substantial doubt of continuing as a going concern. If substantial doubt exists, regardless of whether the mitigation plan alleviates the concern, additional disclosures are required in the financial statements addressing the conditions or events that raise substantial doubt, management's evaluation of the significance of those conditions or events, and management's mitigation plans. Subsequent Events The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure consideration.

Note 2. Accounts Payable - Rela

Note 2. Accounts Payable - Related Parties	3 Months Ended
	Mar. 31, 2017
Notes
Note 2. Accounts Payable - Related Parties	Note 2. Accounts Payable - Related Parties Related party accounts payable at March 31, 2017 consists of $28,694 (December 31, 2016: $18,100) owed to AIC for the funding of the Company's operations. The advances to the Company are non-interest bearing and due on demand.

Note 1. Summary of Significant7

Note 1. Summary of Significant Accounting Policies: Use of Estimates (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Use of Estimates	Use of Estimates In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Note 1. Summary of Significant8

Note 1. Summary of Significant Accounting Policies: Going Concern (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Going Concern	Going Concern The consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. Prior to the execution of the merger agreement the Company generated losses with negligible revenues and did not anticipate generating any revenues in the near-term, which raised substantial doubt about the Company's ability to continue to operate as a going concern. As of March 31, 2017, there remains substantial doubt about the Company's ability to continue to operate as a going concern for the twelve months following the filing of these financial statements. The Company transferred its oil and gas assets to a nominee of AII under the contribution and merger agreements and is in the process of finalizing of the merger with AIC. Post-merger the Company intends to continue as a going concern through the underlying operating and revenue generating business of AIC and external financing, should it be required and available. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.

Note 1. Summary of Significant9

Note 1. Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Cash and Cash Equivalents	Cash and Cash Equivalents AGC considers all short-term securities purchased with a maturity of three months or less to be cash equivalents.

Note 1. Summary of Significan10

Note 1. Summary of Significant Accounting Policies: Income Taxes (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Income Taxes	Income Taxes The Company is a taxable entity and recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect when the temporary differences reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date of the rate change. A valuation allowance is used to reduce deferred tax assets to the amount that is more likely than not to be realized. Interest and penalties associated with income taxes are included in selling, general and administrative expense. The Company has adopted ASC 740-10 "Accounting for Uncertainty in Income Taxes," which prescribes a comprehensive model of how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. ASC 740-10 states that a tax benefit from an uncertain position may be recognized if it is "more likely than not" that the position is sustainable, based upon its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. As of March 31, 2017, AGC had not recorded any tax benefits from uncertain tax positions.

Note 1. Summary of Significan11

Note 1. Summary of Significant Accounting Policies: Net Loss Per Common Share (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Net Loss Per Common Share	Net Loss Per Common Share Net loss per common share is computed by dividing the net loss by the weighted average number of shares outstanding during a period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Basic and diluted net losses per share were the same, as there were no common stock equivalents outstanding.

Note 1. Summary of Significan12

Note 1. Summary of Significant Accounting Policies: Reclassifications (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Reclassifications	Reclassifications Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation including adjustments to reflect the presentation of discontinued operations related to the merger described above.

Note 1. Summary of Significan13

Note 1. Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company adopted an ASU issued by the FASB requiring, when applicable, disclosures regarding uncertainties about an entity's ability to continue as a going concern. During the preparation of quarterly and annual financial statements, management should evaluate whether conditions or events exist that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued. If this evaluation indicates that it is probable that an entity will be unable to meet its obligations when they become due within one year of the financial statement issuance date, management must evaluate whether its mitigation plans will alleviate the substantial doubt of continuing as a going concern. If substantial doubt exists, regardless of whether the mitigation plan alleviates the concern, additional disclosures are required in the financial statements addressing the conditions or events that raise substantial doubt, management's evaluation of the significance of those conditions or events, and management's mitigation plans.

Note 1. Summary of Significan14

Note 1. Summary of Significant Accounting Policies: Subsequent Events (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Subsequent Events	Subsequent Events The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure consideration.