XOTC:AGBR Quarterly Report 10-Q Filing - 8/31/2012

Effective Date 8/31/2012

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

(Mark One)

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

For the quarterly period ended August 31, 2012

 

¨TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ___________. 

Commission File Number           0-22735    

 

AgriVest Americas, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware   45-3977747
(State or other jurisdiction of incorporation   (I.R.S. Employer Identification No.)
or organization)    

 

  11753 Willard Ave., Tustin, CA 92782  
  (Address of principal executive offices)  

 

  (714) 832-3249  
  (Registrants telephone number, including area code)  

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨
   
Non-accelerated filer ¨ Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES x NO ¨

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 21,624,509 shares of common stock as of October 18, 2012.

 

 
 

 

AGRIVEST AMERICAS, INC.

 

FORM 10-Q

 

INDEX

 

     Page
     No.
PART I. Financial Information  
     
Item 1. Financial Statements:  
 
  Balance Sheets – August 31, 2012 and May 31, 2012 1
     
  Statements of Operations – Three months ended August 31, 2012 and August 31, 2011 2
     
  Statements of Cash Flows – Three months ended August 31, 2012 and August 31, 2011 3
     
  Notes to Financial Statements 4
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 5
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 9
     
Item 4. Controls and Procedures 9
     
PART II. Other Information:  
     
Item 6. Exhibits 10
     
Signatures 11

 

i
 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

  

AgriVest Americas, Inc.

 

BALANCE SHEETS

 

   August 31,
2012
   May 31,
2012
 
  (unaudited)     
Assets        
Current assets:          
Cash and cash equivalents  $1,397   $6,156 
           
Total assets  $1,397   $6,156 
           
Liabilities and Shareholders’ Equity          
Current liabilities:          
Accounts payable and accrued expenses  $143,442   $116,650 
Loan payable shareholders   47,211    45,500 
Notes payable   39,288    37,724 
           
Total liabilities   229,941    199,874 
           
Shareholders’ equity:          
Common stock, $.001 par value; 100,000,000 shares authorized; 21,624,509 shares issued and outstanding   21,624    21,624 
Additional paid-in capital   12,263,382    12,263,382 
Accumulated deficit   (12,513,550)   (12,478,724)
Total shareholders’ deficit   (228,544)   (193,718)
Total liabilities and shareholders’ deficit  $1,397   $6,156 

 

See accompanying notes.

 

1
 

 

AgriVest Americas, Inc.

 

STATEMENTS OF OPERATIONS

(unaudited)

 

   Three months ended 
   August 31,
2012
   August 31,
2011
 
         
Selling, general and administrative expenses  $(31,196)  $(12,168)
           
Interest expense   (3,630)   (640)
           
Net loss before income taxes   (34,826)   (12,808)
Provision for income taxes   -    - 
           
Net loss  $(34,826)  $(12,808)
           
Basic and diluted net loss per share:          
           
Net loss per basic and diluted share  $(0.00)  $(0.01)
           
Weighted average shares outstanding:          
Basic and diluted   21,624,509    2,420,509 

 

See accompanying notes.

 

2
 

 

AgriVest Americas, Inc.

 

STATEMENTS OF CASH FLOWS

(unaudited)

 

   Three months ended 
   August 31,
2012
   August 31,
2011
 
Operating activities          
Net loss  $(34,826)  $(12,808)
Adjustments to reconcile net loss to net cash used in operating activities:          
Changes in operating assets and liabilities:          
Amortization of debt discount   1,564     
Accounts payable and accrued expenses   26,792    415 
Net cash used in operating activities   (6,470)   (12,393)
           
Net cash provided by financing activities          
Loan from shareholders   1,711    10,000 
Net cash provided by financing activities   1,711    10,000 
           
Decrease in cash and cash equivalents   (4,759)   (2,393)
Cash and cash equivalents at beginning of period   6,156    3,150 
Cash and cash equivalents at end of period  $1,397   $757 

 

See accompanying notes.

 

3
 

 

AgriVest Americas, Inc.

NOTES TO FINANCIAL STATEMENTS

 

(unaudited)

 

Note 1 - Description of Business and Summary of Significant Accounting Policies

 

Organization

 

AgriVest Americas, Inc. (formerly Robocom Systems International Inc.) (the “Company”) was incorporated under the laws of the State of New York in June 1982 and reincorporated in the State of Delaware on December 5, 2011. Since October 2005, the Company has been a “shell” company, as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, whose sole purpose was to locate and consummate a merger with or an acquisition of a private entity (see “Plan of Operations” below).

 

Plan of Operations

 

It is the intention of management to establish the Company in the business of providing seasoned and profitable agricultural companies in Brazil with expansion capital and equipment through a loan or loan/lease program in exchange for a percentage of the profits of the agricultural companies. In order to fund such proposed business plan, the Company intends to raise funds from investors by issuing common stock, preferred stock and/or debt securities to fund initial operations the Company’s loan/lease programs. Upon the commencement of such operations, the Company will cease to be a shell company.

 

Unaudited Interim Financial Statements

 

The accompanying interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and the instructions to Article 8 of Regulation S-X, and should be read in conjunction with the consolidated financial statements and related notes of the Company filed in its 2012 Annual Report on Form 10-K. The financial statements as of August 31, 2012 and for the three months ended August 31, 2012 and August 31, 2011 presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management such financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year.

 

Liquidity and Capital Resources

 

The Company’s accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve month period following the date of these financial statements. The Company’s continued existence is dependent upon its ability to effect its business plan and generate sufficient cash flows from operations to support its daily operations, as well as to provide sufficient resources to retire existing liabilities and obligations on a timely basis. The Company anticipates effecting future sales of debt or equity securities to execute its plans to fund its operations. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional debt or equity securities or that such funding, if available, will be obtained on terms favorable to or affordable by the Company.

 

4
 

 

Further, the Company faces considerable risk in its business plan and a potential shortfall of funding due to the Company’s inability to raise capital in the debt and equity securities markets. If no additional capital is raised, the Company will be forced to rely on existing cash in the bank or to scale back operations until such time that it generates revenues or raises additional capital, which raises substantial doubt about the Company’s ability to continue as a going concern.

 

In such a restricted cash flow scenario, the Company would be unable to complete its business plan steps, and would, instead, delay all cash intensive activities. Without necessary cash flow, the Company may have to scale back operations and expansion plans during the next twelve months, or until such time as necessary funds can be raised in the debt or equity securities markets.

 

Note 2 - Related Party Transactions

 

From time-to-time, the Company has borrowed money from members of the Company’s board of directors, each of whom is a person who has a beneficial ownership of the Company’s outstanding common stock. Each borrowing bears interest at the rate of 8% or 10% per annum and matures on the earlier of the date the Company no longer is a shell company, or December 31, 2012. As of August 31, 2012, the Company had net borrowings of approximately $47,000.

 

Note 3 – Notes Payable

 

During the three months ended February 28, 2012, the Company issued to three investors promissory notes in the aggregate of $40,000 with interest at 10% per annum. The promissory notes are payable the earlier of (i) the date on which the Company consummates one or more offerings of debt or equity securities with aggregate net proceeds to the Company of at least $10,000,000, or (ii) October 31, 2012. As an incentive to purchase the notes, the Company issued to the investors 204,000 shares of the Company’s common stock. The relative fair value of the shares was $5,022 and was recorded as debt discount. The debt discount is being amortized and recorded as interest expense over the term of the debt. Amortization of the discount for the three months ended August 31, 2012 was $1,564. The unamortized discount was $712 at August 31, 2012.

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Certain statements in this Report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of our company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause such a difference include, among others, uncertainties relating to general economic and business conditions, intense competition for the acquisition of businesses, and domestic and foreign government regulations. The words “believe,” “expect,” “anticipate,” “intend” and “plan” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

 

Overview

 

On October 11, 2005, the Company sold substantially all of its assets to Avantce RSI, LLC, a Delaware limited liability company, for $2,970,000 in cash, plus a $200,000 promissory note payable over two years. On July 28, 2006, the Company paid a dividend to its shareholders totaling approximately $2,760,000, which represented approximately 87% of the total assets at that time. On September 15, 2009, the Company paid a dividend to its shareholders totaling approximately $217,844, which represented approximately 82% of the total assets at that time.

 

5
 

 

On December 5, 2011, the Company entered into an Agreement and Plan of Merger dated as of December 5, 2011 in order to effect a reincorporation in the State of Delaware. The reincorporation merger was effected on December 5, 2011 and resulted in the following:

 

·The change of domicile of the registrant from New York to Delaware, as a result of which the registrant is now governed by the laws of the State of Delaware and by a new certificate of incorporation and new by-laws governed by Delaware law;

 

·The change of the corporate name of the registrant from “Robocom Systems International Inc.” to “AgriVest Americas, Inc.”;

 

·The conversion of every share of the registrant’s common stock owned as of the effective date of the Reincorporation Merger into 0.5 of a share of common stock of the Company;

 

·The reduction of the par value of the registrant’s common stock from $0.01 per share to $0.001 per share; and

 

·The increase in the authorized capital stock of the registrant to 125,000,000 total shares, consisting of 100,000,000 shares of common stock, par value $0.001 per share, and 25,000,000 shares of “blank check” preferred stock, par value $0.001 per share.

 

Three months ended August 31, 2012 compared to the three months ended August 31, 2011.

 

Significant Accounting Policies

 

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

Cash and Cash Equivalents. The Company considers all highly-liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents.

 

Basic and Diluted Net Income (Loss) Per Share. Basic and diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented.

 

Income Taxes. The Company employs an asset and liability approach in accounting for income taxes payable or refundable at the date of the financial statements as a result of all events that have been recognized in the financial statements and as measured by the provisions of enacted laws.

 

Deferred tax assets or liabilities are recognized for temporary differences that will result in deductible amounts or taxable income in future years and for net operating loss carry forwards. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.

 

6
 

 

Concentration of Credit Risk. The Company maintains its cash principally at one commercial bank. Management does not believe significant credit risk existed at August 31, 2012.

 

Results of Operations

 

Selling, General and Administrative Expenses. Selling, general and administrative expenses consisted of consulting fees, financial personnel and professional fees, as well as other miscellaneous administrative expenses. Selling, general and administrative expenses increased by $19,028 to $31,196 in the three months ended August 31, 2012, as compared to $12,168 in the three months ended August 31, 2011. This increase was primarily due to an increase in consulting and professional fees.

  

Interest Expense. During the three months ended August 31, 2012, interest expense increased by $2,990 to $3,630, as compared to $640 in the three months ended August 31, 2011. This increase was primarily related to borrowings under the loans from shareholders and the note payable.

 

Income Taxes. No provision for or benefit of income taxes was reflected in the 2012 or 2011 periods, as the benefits of operating loss carryforwards have been reserved.

 

Liquidity and capital resources

 

The Company’s cash expenditures during the three months ended August 31, 2012 were limited primarily to amounts required for the payment of professional fees in connection with the Company meeting its requirements under the securities laws.

 

During the three months ended August 31, 2012, the Company funded its operations from the proceeds of loans from its shareholders and the note payable. As of August 31, 2012, the Company had $1,397 in cash and cash equivalents.

 

Net cash used in operating activities was $6,470 for the three months ended August 31, 2012. Net cash used in operating activities was $12,393 for the three months ended August 31, 2011. During the three months ended August 31, 2012, the Company was not engaged in any revenue-generating operations. Cash used in operations was higher in the 2012 period primarily as a result of increased costs related to professional and consulting fees.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve month period following the date of these consolidated financial statements. The Company’s continued existence is dependent upon its ability to effect its business plan and generate sufficient cash flows from operations to support its daily operations, as well as to provide sufficient resources to retire existing liabilities and obligations on a timely basis. The Company anticipates effecting future sales of debt or equity securities to execute its plans to fund its operations. However, there is no assurance that it will be able to obtain additional funding through the sales of additional debt or equity securities or that such funding, if available, will be obtained on terms favorable to or affordable by the Company.

 

7
 

 

Further, the Company faces considerable risk in its business plan and a potential shortfall of funding due to its inability to raise capital in the debt and equity securities market. If no additional capital is raised, the Company will be forced to rely on existing cash in the bank or to scale back operations until such time that it generates revenues or raises additional capital, which raises substantial doubt about its ability to continue as a going concern.

 

In such a restricted cash flow scenario, the Company would be unable to complete its business plan steps, and would, instead, delay all cash intensive activities. Without necessary cash flow, the Company may have to scale back operations and expansion plans during the next twelve months, or until such time as necessary funds can be raised in the debt or equity securities markets.

 

8
 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and is not required to provide the information under this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

The management of the Company, with the participation of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of August 31, 2012 to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to its management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of August 31, 2012, the disclosure controls and procedures were not effective at the reasonable assurance level due to the material weakness described below.

 

In light of the material weakness described below, the Company performed additional analysis to ensure its financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present, in all material respects, the Company’s financial condition, results of operations and cash flows for the periods presented.

 

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 5) or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected.

 

In performing its evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, management identified a material weakness relating to the relatively small number of professionals employed by the Company in bookkeeping and accounting functions, which prevents the Company from appropriately segregating duties within its internal control systems. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.

 

The material weakness described above caused management to conclude that, as of August 31, 2012, the Company’s disclosure controls and procedures were not effective at the reasonable assurance level. Management will continue to evaluate the Company’s existing accounting personnel needs and intends to increase the Company’s accounting and financing personnel resources by hiring additional accounting staff. However, the Company will be unable to remedy this material weakness in its disclosure controls until it has the financial resources that will allow it to hire additional qualified employees.

 

9
 

 

Changes in Internal Controls

 

There were no changes in the Company’s internal controls over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

ITEM 6. EXHIBITS

 

The exhibits required by this item are listed on the Exhibit Index attached hereto.

 

10
 

 

SIGNATURES

  

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  AGRIVEST AMERICAS, INC.
     
October 19, 2012 By: /s/ Michael B. Campbell
    Michael B. Campbell, Chief Executive Officer
    (Principal Executive Officer)
     
October 19, 2012 By: /s/ Dean S. Skupen
    Dean S. Skupen, Chief Financial Officer
    (Principal Financial Officer and Principal
    Accounting Officer)

 

11
 

 

Exhibit Index

 

 

Exhibit No.   Description
     
31.1   Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2   Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1   Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
     
32.2   Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
     
101.INS   XBRL Instance Document.* †
     
101.SCH   XBRL Taxonomy Extension Schema Document.* †
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document.* †
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document.* †
     
101.LAB   XBRL Taxonomy Extension Label Linkbase Document.* †
     
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document.* †

 

 

* XBRL (eXtensible Business Reporting Language) interactive data files are furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

To be filed by amendment.

 

 

 

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