Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2017shares | |
Document and Entity Information: | |
Entity Registrant Name | AGRO CAPITAL MANAGEMENT CORP. |
Entity Central Index Key | 1,598,323 |
Trading Symbol | acmb |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 18,238,482 |
Document Type | 10-Q/A |
Document Period End Date | Mar. 31, 2017 |
Amendment Flag | true |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | Q1 |
Amendment Description | We are filing this Amendment No. 1 on Form 10-Q/A to amend and restate in their entirety the following items of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 as originally filed with the Securities and Exchange Commission on May 11, 2017 (the “Original Form 10-Q”): (i) Item 1 of Part I “Financial Information,” (ii) Item 2 of Part I, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (iii) Item 2 of Part II, “Unregistered Sales of Equity Securities and Use of Proceeds” and we have also updated the signature page, the certifications of our Chief Executive Officer and Chief Financial Officer in Exhibits 31.1 and 32.1. No other sections were affected, but for the convenience of the reader, this report on Form 10-Q/A restates in its entirety, as amended, our Original Form 10-Q. This report on Form 10-Q/A is presented as of the filing date of the Original Form 10-Q and does not reflect events occurring after that date, or modify or update disclosures in any way other than as required to reflect the restatement described below, except that all references to shares of common stock and per share data for all periods presented herein have been adjusted to reflect our reverse stock split on a retroactive basis. As reported in our Current Report on Form 8-K filed August 14, 2017, on August 21, 2017, we effected a one-for-four reverse stock split of our common stock. As reported in our Current Report on Form 8-K filed August 23, 2017, we have determined that our previously reported results for the quarter ended March 31, 2017 erroneously did not record as compensation expense the issuance of shares by us during that quarter. This Amendment No. 1 on Form 10-Q/A reflects the changes in “Financial Information” as well as the necessary conforming changes in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” resulting from the correction of this error. |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Mar. 31, 2017 | [1] | Dec. 31, 2016 |
Current Assets | |||
Cash and cash equivalents | $ 20 | $ 80 | |
Total Current Assets | 20 | 80 | |
TOTAL ASSETS | 20 | 80 | |
Current Liabilities | |||
Accounts payable and accrued liabilities | 22,390 | 6,036 | |
Due to shareholder | 117,697 | 97,179 | |
Total Liabilities | 140,087 | 103,215 | |
Stockholders' Equity (Deficit) | |||
Common stock, par value $0.001, 75,000,000 shares authorized, 18,627,855 and 18,125,000 shares issued and outstanding respectively; | 18,628 | 18,125 | |
Additional paid-in capital | 1,498,085 | 15,742 | |
Accumulated deficit | (1,656,780) | (137,002) | |
Total Stockholders' Equity (Deficit) | (140,067) | (103,135) | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 20 | $ 80 | |
[1] | March 31, 2017 financial statements have been amended and restated for certain balances and transactions. Refer to Note 7 for additional information. |
BALANCE SHEETS (Parentheticals)
BALANCE SHEETS (Parentheticals) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 18,627,855 | 18,125,000 |
Common stock, shares outstanding | 18,627,855 | 18,125,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | [1] | Mar. 31, 2016 | |
Income Statement [Abstract] | |||
REVENUE | |||
OPERATING EXPENSES | |||
Administrative Expenses | 10,060 | 5,000 | |
Professional fees | 26,872 | 10,025 | |
Share based compensation | 1,482,846 | ||
Total Operating Expenses | 1,519,778 | 15,025 | |
LOSS BEFORE INCOME TAXES | (1,519,778) | (15,025) | |
Provision for income taxes | |||
NET LOSS | $ (1,519,778) | $ (15,025) | |
NET LOSS PER SHARE: BASIC AND DILUTED (in dollars per share) | $ (0.08) | $ 0 | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED (in shares) | 18,238,482 | 18,125,000 | |
[1] | March 31, 2017 financial statements have been amended and restated for certain balances and transactions. Refer to Note 7 for additional information. |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (1,519,778) | [1] | $ (15,025) |
Adjustments to reconcile net loss to net cash from operating activities: | |||
Stock based compensation | 1,482,846 | [1] | |
Changes in operating assets and liabilities: | |||
Accounts payable and accrued liabilities | 16,354 | [1] | (165) |
Prepaid expenses | (11,074) | ||
Net cash used in operating activities | (20,578) | [1] | (26,264) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Loans from shareholder | 20,518 | [1] | 10,880 |
Net cash provided by financing activities | 20,518 | [1] | 10,880 |
Net decrease in cash and cash equivalents | (60) | [1] | (15,384) |
Cash and cash equivalents - beginning of period | 80 | 15,445 | |
Cash and cash equivalents - end of period | 20 | [1] | 61 |
Supplemental Cash Flow Disclosures | |||
Cash paid for interest | [1] | ||
Cash paid for income taxes | [1] | ||
[1] | March 31, 2017 financial statements have been amended and restated for certain balances and transactions. Refer to Note 7 for additional information. |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | 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 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 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. |
SUMMARY OF SIGNIFCANT ACCOUNTIN
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES | 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 three months March 31, 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 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. 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. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2017 | |
Going Concern [Abstract] | |
GOING CONCERN | 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 March 31, 2017. As of March 31, 2017, the Company has an accumulated deficit of $1,656,780. 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 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 three months ended March 31, 2017, one of the Company’s shareholders paid on behalf of the Company an amount of $20,518. As of March 31, 2017, and December 31, 2016, the Company owed $117,697 and $97,179 to this shareholder, respectively. During the three months ended March 31, 2017, 502,855 common shares were issued as stock based compensation, at a fair value of $1,482,846, to management, and related parties. The shares were issued on February 24, 2017, March 15, 2017, and March 24, 2017. The fair value of the shares issued was between $2.88 and $3.00. |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
COMMON STOCK | 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 three months ended March 31, 2017, 502,855 common shares were issued as stock based compensation, at a fair value of $1,482,846. There were 18,627,855 and 18,125,000 shares of common stock issued and outstanding as at March 31, 2017, and December 31, 2016. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 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 March 31, 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. |
AMENDED AND RESTATED FINANCIAL
AMENDED AND RESTATED FINANCIAL STATEMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Amended And Restated Financial Statements [Abstract] | |
AMENDED AND RESTATED FINANCIAL STATEMENTS | NOTE 7 – AMENDED AND RESTATED FINANCIAL STATEMENTS The financial statements have been amended to expense an additional $8,333 of filing fees, and to expense $1,482,846 of stock based compensation related to the issuance of 502,855 common shares issued during the three months ended March 31, 2017. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – 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. Subsequent to March 31, 2017, the Company issued 1,284,269 shares to management and employees as share compensation. On August 21, 2017, the Company performed a reverse stock split. Refer to Note 5 above for further detail. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 three months March 31, 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 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. |
Use of Estimates | 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 | 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. |
ORGANIZATION AND NATURE OF BU15
ORGANIZATION AND NATURE OF BUSINESS (Detail Textuals) | Sep. 11, 2015shares | Aug. 21, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016$ / sharesshares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Company's common shares sold by major shareholder | 6,000,000 | |||
Percentage of company's common shares | 82.80% | |||
Common stock, shares authorized, prior increase | 75,000,000 | |||
Common stock, shares authorized | 75,000,000 | 75,000,000 | ||
Description forward stock split | 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”). | |||
Stock split, conversion ratio | 10 | |||
Subsequent Event [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||
Reclassification from additional paid in capital to common shares | $ | $ 62,500 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Reverse Stock Split, description | 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. | |||
Reverse Stock Split, shares | 4 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||
Reclassification from additional paid in capital to common shares | $ | $ 53,375 |
GOING CONCERN (Detail Textuals)
GOING CONCERN (Detail Textuals) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | |
Going Concern [Abstract] | |||
Accumulated deficit | $ (1,656,780) | [1] | $ (137,002) |
[1] | March 31, 2017 financial statements have been amended and restated for certain balances and transactions. Refer to Note 7 for additional information. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($) | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | ||
Related Party Transaction [Line Items] | ||||
Loans from shareholder | $ 20,518 | [1] | $ 10,880 | |
Due to shareholder | $ 117,697 | [1] | $ 97,179 | |
Stock issued during period | 502,855 | |||
Stock based compensation | $ 1,482,846 | [1] | ||
Minimum | ||||
Related Party Transaction [Line Items] | ||||
Shares issued, price per share | $ 2.88 | |||
Maximum | ||||
Related Party Transaction [Line Items] | ||||
Shares issued, price per share | $ 3 | |||
[1] | March 31, 2017 financial statements have been amended and restated for certain balances and transactions. Refer to Note 7 for additional information. |
COMMON STOCK (Detail Textuals)
COMMON STOCK (Detail Textuals) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | |||
May 11, 2017 | Aug. 21, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | ||
Stockholders' Equity Note [Abstract] | ||||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | ||||
Common stock, shares outstanding | 18,627,855 | 18,125,000 | ||||
Common stock, shares issued | 18,627,855 | 18,125,000 | ||||
Share-based Compensation | $ 1,482,846 | [1] | ||||
Shares issued to management and employees as share compensation | 502,855 | |||||
Subsequent Event [Line Items] | ||||||
Reclassification from additional paid in capital to common shares | $ 62,500 | |||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Subsequent Event | ||||||
Stockholders' Equity Note [Abstract] | ||||||
Shares issued to management and employees as share compensation | 1,284,269 | |||||
Subsequent Event [Line Items] | ||||||
Reverse Stock Split, description | 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. | |||||
Reverse Stock Split, shares | 4 | |||||
Reclassification from additional paid in capital to common shares | $ 53,375 | |||||
Common stock, par value (in dollars per share) | $ 0.001 | |||||
[1] | March 31, 2017 financial statements have been amended and restated for certain balances and transactions. Refer to Note 7 for additional information. |
AMENDED AND RESTATED FINANCIA19
AMENDED AND RESTATED FINANCIAL STATEMENTS (Detail Textuals) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Amended And Restated Financial Statements [Abstract] | |||
Filing fees | $ 8,333 | ||
Stock based compensation | $ 1,482,846 | [1] | |
Shares issued to management and employees as share compensation | 502,855 | ||
[1] | March 31, 2017 financial statements have been amended and restated for certain balances and transactions. Refer to Note 7 for additional information. |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) - shares | 1 Months Ended | 3 Months Ended |
May 11, 2017 | Mar. 31, 2017 | |
Subsequent Event [Line Items] | ||
Shares issued to management and employees as share compensation | 502,855 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Shares issued to management and employees as share compensation | 1,284,269 |