UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K

 

(Mark One)

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

 

For the fiscal years ended May 31, 2015, 2014, 2013 and 2012

For the three-month periods ended August 31, 2014, 2013 and 2012

For the three-month and six-month periods ended November 30, 2014, 2013 and 2012

For the three-month and nine-month periods ended February 28, 2015, 2014 and 2013

 

☐ 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 or organization)		(I.R.S. Employer Identification No.)

 

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

 

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

 

Securities registered under Section 12(b) of the Act: None

 

Securities registered under Section 12(g) of the Exchange Act:

 

Common Stock, $.001 par value

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ☐  No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 ☐  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 ☐  No ☒

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

 

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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer    ☐

Accelerated Filer    ☐

Non-Accelerated Filer    ☐

Smaller Reporting Company    ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☒  No ☐

 

As of September 16, 2015, the issuer had 21,742,322 shares of its common stock issued and outstanding.

 

As of November 30, 2014, the aggregate market value of the issuer’s common stock held by non-affiliates was $23,723 (based upon the closing price of the issuer’s common stock on The Over-the-Counter Bulletin Board on such date).

 

Documents incorporated by reference:  None

 

 

 

AgriVest Americas, Inc.

 

Form 10-K for the Fiscal Year Ended May 31, 2015, 2014 and 2013

 

Index to Contents

 

				Page No.
Part I
Item 1		Business		1
Item 1A		Risk Factors		5
Item 1B		Unresolved Staff Comments		5
Item 2		Properties		5
Item 3		Legal Proceedings		5
Item 4		Mine Safety Disclosures		5
Part II
Item 5		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		6
Item 6		Selected Financial Data		6
Item 7		Management’s Discussion and Analysis of Financial Condition and Results of Operations		7
Item 7A		Quantitative and Qualitative Disclosures About Market Risk		11
Item 8		Financial Statements and Supplementary Data		12
Item 9		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		13
Item 9A		Controls and Procedures		13
Item 9B		Other Information		14
Part III
Item 10		Directors, Executive Officers and Corporate Governance		15
Item 11		Executive Compensation		17
Item 12		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		18
Item 13		Certain Relationships and Related Transactions, and Director Independence		19
Item 14		Principal Accounting Fees and Services		20
Part IV
Item 15		Exhibits, Financial Statement Schedules		20
Signatures				21

 

 

Explanatory Note

 

This annual report on Form 10-K is a comprehensive filing for the fiscal years ended May 31, 2015, 2014 and 2013 and the interim periods ended August 31, 2014, 2013 and 2012, November 30, 2014, 2013 and 2012 and February 28, 2015, 2014 and 2013. It is being filed by us in order to become current in our filing obligations under the Securities Exchange Act of 1934, as amended. This is our first periodic filing since the third quarter of fiscal 2013, which ended on February 28, 2013. Included in this report are the audited financial statements that have not been included in annual reports on Form 10-K for the years ended May 31, 2015, 2014 and 2013, as well as summarized quarterly financial information for the interim periods ended August 31, 2014 and 2013, November 30, 2014 and 2013 and February 28, 2015 and 2014. This annual report should be read together and in connection with the other reports filed by us with the Securities and Exchange Commission, or the SEC, for a comprehensive description of our current financial condition and operating results.

 

In the interest of complete and accurate disclosure, we have included current information in this annual report for all material events and developments that have taken place through the date of filing of this annual report with the SEC.

 

 

Forward-Looking Statements and Associated Risks

 

The statements contained in this report with respect to our financial condition, results of operations and business that are not historical facts are “forward-looking statements”. Forward-looking statements can be identified by the use of forward-looking terminology, such as  ”anticipate”, “believe”, “expect”, “plan”, “intend”, “seek”, “estimate”, “project”, “could”, “may” or the negative thereof or other variations thereon, or by discussions of strategy that involve risks and uncertainties. Management wishes to caution the reader of the forward-looking statements that any such statements that are contained in this report reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors, including, but not limited to, economic, competitive, regulatory, technological, key employees, and general business factors affecting our operations, markets, growth, services, products and other factors, some of which are described in this report and some of which are discussed in our other filings with the Securities and Exchange Commission. These forward-looking statements are only estimates or predictions. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of risks facing our company, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events.

 

Important factors to consider in evaluating any forward-looking statements include:

 

	●	our ability to diversify our operations;
	●	our ability to implement our business plan;
	●	our ability to attract key personnel;
	●	our ability to operate profitably;
	●	our ability to efficiently and effectively finance our operations, and/or purchase orders;
	●	inability to achieve future sales levels or other operating results;
	●	inability to raise additional financing for working capital;
	●	inability to efficiently manage our operations;
	●	the inability of management to effectively implement our strategies and business plans;
	●	the unavailability of funds for capital expenditures and/or general working capital;
	●	the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain;
	●	deterioration in general or regional economic conditions;
	●	changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
	●	adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

 

These risk factors should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. All written and oral forward looking statements made in connection with this report that are attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given these uncertainties, we caution investors not to unduly rely on our forward-looking statements. We do not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by applicable law or regulation.

 

Notwithstanding the above, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) expressly state that the safe harbor for forward-looking statements does not apply to companies that issue penny stock.  If, as now, we are considered to be an issuer of penny stock, the safe harbor for forward-looking statements may not apply to us at certain times.

 

 

Throughout this report, unless otherwise designated, the terms “we,” “us,” “our,” “the Company” and “our company” refer to AgriVest Americas, Inc., a Delaware corporation. All amounts are in U.S. Dollars, unless otherwise indicated.

 

 

Part I

 

Item 1. Description of Business.

 

Overview/Corporate History

 

Our company was incorporated under the laws of the State of New York in June 1982 under the name Robocom Systems International Inc. We were organized to develop, market and support advanced warehouse management software solutions that enable companies to realize significant cost savings by automating their warehouse operations and providing inventory visibility throughout the supply chain. On October 11, 2005, we sold substantially all of our 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. In July 2006, we paid a dividend to our shareholders totaling approximately $2,760,000, which represented approximately 87% of our total assets at that time. On September 15, 2009, we paid a dividend to our shareholders totaling approximately $217,844, which represented approximately 82% of our total assets at that time.

 

Since the asset sale on October 11, 2005, we have not engaged in any operations and our business has been dormant. As such, we have been a “shell” company, as defined in Rule 12b-2 under the Exchange Act.

 

On December 5, 2011, we entered into an Agreement and Plan of Merger dated as of December 5, 2011 (the “Merger Agreement’) with AgriVest Americas, Inc., a newly-formed Delaware corporation and a wholly-owned subsidiary in order to effect a reincorporation of our company in the State of Delaware. Pursuant to the Merger Agreement, we merged with and into AgriVest Americas, Inc., with AgriVest Americas, Inc. as the surviving corporation. The reincorporation merger resulted in the following:

 

●

The change of our domicile from New York to Delaware, as a result of which we are now governed by the laws of the State of Delaware;

 

●

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

 

●

The conversion of every share of our common stock owned as of the effective date of the reincorporation merger into 0.5 of a share of common stock of AgriVest Americas, Inc.;

 

●

The reduction of the par value of our common stock from $0.01 per share to $0.001 per share; and

 

●

The increase in our authorized capital stock 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.

 

On December 5, 2011, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with AgriVest Americas, Inc. and Michael Campbell. Pursuant to the Purchase Agreement, Mr. Campbell purchased following the reincorporation merger an aggregate of 19,000,000 shares of our common stock, par value $0.001 per share (the “Shares”), for an aggregate purchase price of $50,000. Immediately following the issuance of the Shares pursuant to the Purchase Agreement, an aggregate of 21,420,492 shares of our common stock was issued and outstanding and the shares of our common stock owned by Mr. Campbell represented approximately 88.7% of the issued and outstanding shares of capital stock of our company on a fully-diluted basis. The Shares were acquired with funds that Mr. Campbell borrowed from an entity controlled by a current director of our company.

 

 

Plan of Operations

 

The transactions contemplated by the Merger Agreement and the Purchase Agreement closed on December 5, 2011. Immediately prior to the consummation of the sale of the Shares to Mr. Campbell, our company was a shell company with no operating business. As a result of the sale of the Shares, Mr. Campbell acquired control of our company. It was the intention of Mr. Campbell to establish our 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 our proposed business plan, we intended to raise funds from investors by issuing common stock, preferred stock and/or debt securities. Upon the consummation of such fundraising efforts and the commencement of such operations, it was expected that our company would cease being a shell company.

 

Since the closing of the Purchase Agreement in December 2011, we were able to raise only limited funds to engage in our proposed business. Since October 11, 2005, we have not engaged in any operations and our business has been dormant. As such, we may presently be defined as a “shell” company, whose sole purpose, at this time, is to locate and consummate a merger with or an acquisition of a private entity.

 

We will continue our filing with the Securities and Exchange Commission of reporting documentation and reports in an effort to maximize shareholder value. We believe our best use and primary attraction, as a merger partner or acquisition vehicle, will be our status as a reporting public company. Any business combination or transaction may potentially result in a significant issuance of shares and substantial dilution to our present stockholders.

 

The proposed business activities described herein classify us as a “blank check” company. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake any offering of our securities, either debt or equity, until such time as we have successfully implemented our business plan described herein.

 

At this time, our purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which desire to seek the perceived advantages of a corporation whose securities are registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We will not restrict our search to any specific business, industry or geographical location and we may participate in a business venture of virtually any kind or nature.

 

This discussion of our proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities.  Management anticipates that we may be able to participate in only one potential business venture because we have nominal assets and limited financial resources. This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture against gains from another.

 

We may seek a business opportunity with entities that have recently commenced operations, or that wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

 

We anticipate that the selection of a business opportunity in which to participate will be complex and extremely risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes there are numerous firms seeking the perceived benefits of a publicly-registered corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, and providing liquidity (subject to restrictions of applicable statutes) for all shareholders, among other factors. Available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

 

We have had, and anticipate that we will continue to have, little or no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, our management believes we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly-registered company without incurring the cost and time required to conduct an initial public offering. The owners of the business opportunities will, however, incur significant legal and accounting costs in connection with acquisition of a business opportunity, including the costs of preparing Current Reports on Form 8-K, Annual Reports on Form 10-K and other reports required to be filed under applicable Federal and state securities law, agreements and related reports and documents. The Exchange Act specifically requires that any merger or acquisition candidate comply with all applicable reporting requirements, which include providing audited financial statements to be included within the numerous filings relevant to complying with the Exchange Act. Our officers and directors have not conducted market research and are not aware of statistical data that would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.

 

 

Our officers have no experience in managing a shell company similar to ours and will rely upon their own efforts in accomplishing our business purposes. Nevertheless, we anticipate we will locate and make contact with possible target businesses primarily through the efforts of our officers and directors, who will meet personally with existing management and key personnel, visit and inspect material facilities, assets, products and services belonging to such prospects, and undertake such further reasonable investigation as they deem appropriate. Management has a network of business contacts, including our outside lawyers and accountants, and believes that prospective target businesses will be referred to us through this network.

 

We also anticipate that prospective target businesses will be brought to our attention from various other non-affiliated sources, including securities broker-dealers, investment bankers, venture capitalists, bankers, and other members of the financial community. We have neither the present intention, nor does the present potential exist for us, to consummate a business combination with a target business in which our management or their affiliates or associates directly or indirectly have a pecuniary interest, although no existing corporate policies would prevent this from occurring. We may engage the services of professional firms that specialize in finding business acquisitions and pay a finder’s fee or other compensation.

 

The analysis of new business opportunities will be undertaken by, or under the supervision of, our officers and directors. In analyzing prospective business opportunities, management will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services that may be available and the depth of that management; the potential for further research, development or exploration; specific risk factors not now foreseeable but that then may be anticipated to impact the proposed activities of our company; the potential for growth or expansion; the potential for profit; the perceived public recognition of, or acceptance of, products, services or trades; name identification; and other relevant factors. Our officers and directors expect to meet personally with management and key personnel of the business opportunity as part of their investigation. To the extent possible, we intend to utilize written reports and investigation to evaluate the above factors. We will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction. Our limited funds and the lack of full-time management, however, will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we commit our capital or other resources thereto. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which would be desirable if we had more funds available. We will be particularly dependent in making decisions upon information provided by the promoter, owner, sponsor or others associated with the business opportunity seeking our participation.

 

We will not restrict our search to any specific kind of firm, but we may acquire a venture that is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which we may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which we may offer. However, we do not intend to obtain funds in one or more private placements to finance the operation of any acquired business opportunity until such time as we have successfully consummated such a merger or acquisition.

 

It is anticipated that we will incur nominal expenses in the implementation of the business plan described herein. We have limited capital with which to pay these anticipated expenses.

 

 

The time and costs required to select and evaluate a target business (including conducting a due diligence review) and to structure and consummate the business combination (including negotiating relevant agreements and preparing requisite documents for filing pursuant to applicable securities laws and state “blue sky” and corporation laws) cannot presently be ascertained with any degree of certainty. Our officers and directors only devote a small portion of their time to the operations of our company, and, accordingly, consummation of a business combination may require a greater period of time than if they devoted their full time to our company’s affairs. However, our officers and directors will devote such time as they deem reasonably needed.

 

In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture or licensing agreement with another corporation or entity. We may also acquire the stock or assets of an existing business. Upon the consummation of a transaction, it is probable that our present management and shareholders will no longer be in control of our company. In addition, our directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our current shareholders or may sell their stock in our company. Any and all such sales will only be made in compliance with the securities laws of the United States and any applicable state.

 

It is anticipated that any securities issued in any such reorganization will be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after we have successfully consummated a merger or acquisition and we are no longer considered a “shell” company. Until such time as this occurs, we do not intend to register any additional securities. The issuance of substantial additional securities and their potential sale into any trading market that may develop in our securities may have a depressive effect on the value of our securities in the future, if such a market develops, of which there is no assurance.

 

As a general rule, federal and state tax laws and regulations have a significant impact upon the structuring of business combinations. We will evaluate the possible tax consequences of any prospective business combination and will endeavor to structure a business combination so as to achieve the most favorable tax treatment for us, the target company and their respective stockholders. However, there can be no assurance that the Internal Revenue Service (“IRS”) or relevant state tax authorities will ultimately assent to our tax treatment of a particular consummated business combination.

 

To the extent the IRS or any relevant state tax authorities ultimately prevail in recharacterizing the tax treatment of a business combination, there may be adverse tax consequences to us, the target business and their respective stockholders. Tax considerations as well as other relevant factors will be evaluated in determining the precise structure of a particular business combination, which could be effected through various forms of a merger, consolidation or stock or asset acquisition.

 

While the actual terms of a transaction to which we may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a so-called “tax-free” reorganization under Sections 368(a) (1) or 351 of the Internal Revenue Code of 1986, as amended (the “Code”). In order to obtain tax-free treatment under the Code, it may be necessary for the owners of the target business to own 80% or more of the voting stock of the surviving entity. In such event, our shareholders would retain less than 20% of the issued and outstanding shares of the surviving entity, which would result in significant dilution in the equity of such shareholders. Nonetheless, there can be no assurance that the IRS or relevant state tax authorities will ultimately assent to our tax treatment of a particular consummated business combination.

 

With respect to any merger or acquisition, negotiations with the target company’s management is expected to focus on the percentage of our company that the target company shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company's assets and liabilities, our shareholders will in all likelihood hold a substantially lesser percentage ownership interest in our company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with substantial assets. Any merger or acquisition effected by us can be expected to have a significant dilutive effect on the percentage of shares held by our then shareholders.

 

 

We will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.

 

As stated hereinabove, we will not acquire or merge with any entity that cannot provide independent audited financial statements within a reasonable period of time after closing of the proposed transaction. We are subject to all of the reporting requirements included in the Exchange Act. Included in these requirements is the affirmative duty to file independent audited financial statements as part of our Current Report on Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as the audited financial statements included in our annual report on Form 10-K. If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance with the requirements of the Exchange Act, or if the audited financial statements provided do not conform to the representations made by the candidate to be acquired in the closing documents, the closing documents will provide that the proposed transaction will be voidable, at the discretion of our present management.

 

We do not intend to provide our security holders with any complete disclosure documents, including audited financial statements, concerning an acquisition or merger candidate and its business prior to the consummation of any acquisition or merger transaction.

 

Our company will remain an insignificant participant among the firms that engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. In view of our combined extremely limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.

 

We have had in the past, and continue to have, discussions with potential merger or acquisition partners and while we do not have a definitive agreement in place with any potential partner to do so, we anticipate issuing shares of our common stock, and possibly preferred stock, as part of any merger or acquisition with a merger or acquisition partner.

 

Employees

 

We do not have any employees who provide services to our company. Our Chief Executive Officer serves in such capacity as an independent contractor.

 

Item 1A. Risk Factors.

 

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

 

Item 1B. Unresolved Staff Comments.

 

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

 

Item 2. Properties.

 

We do not own any real property. Our executive office is located at 11753 Willard Avenue, Tustin, CA. 92782, in the office of Michael Campbell, our Chief Executive Officer. We are not charged rent for the use of this space. We believe that our existing facilities are sufficient for our current operations.

 

Item 3. Legal Proceedings.

 

We are not a party to any material legal proceeding.

 

Item 4. Mine Safety Disclosures.

 

Not Applicable.

 

 

Part II

 

Item 5. Market for Registrants Common Equity and Related Shareholder Matters and Issuer Purchases of Equity Securities.

 

Market Information

 

Our common stock trades on the Over-the-Counter Bulletin Board under the symbol AGBR. The following table represents the high and low price information for our common stock for each quarterly period in fiscal 2015, 2014, 2013 and 2012.

 

		Fiscal 2015								Fiscal 2014								Fiscal 2013								Fiscal 2012
		High				Low				High				Low				High				Low				High				Low
First Quarter		$	.02			$	.02			$	.02			$	.02			$	.01			$	.01			$	.07			$	.05
Second Quarter			.02				.01				.02				.01				.01				.01				.06				.03
Third Quarter			.01				.01				.02				.01				.01				.01				.05				.01
Fourth Quarter			.01				.01				.02				.01				.04				.01				.03				.01

 

Quotations listed above reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

 

On September 16, 2015, the closing price of our common stock as reported on the Over-the-Counter Bulletin Board was $0.01.

 

Holders

 

As of September 16, 2015, there were 21,742,322 shares of our common stock outstanding held by approximately 35 shareholders of record.

 

Dividends

 

We did not declare any dividends on any class of common equity during the fiscal years ended May 31, 2015, 2014, 2013 and 2012. We presently intend to retain all earnings, if any, and accordingly our board of directors does not anticipate declaring any dividends in the foreseeable future.

 

Securities Authorized for Issuance under Equity Compensation Plan

 

Information regarding securities authorized for issuance under our equity compensation plans is disclosed in this report under the section captioned “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

 

Item 6. Selected Financial Data

 

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

 

 

Item 7. 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, we sold substantially all of our 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, we paid a dividend to our shareholders totaling approximately $2,760,000, which represented approximately 87% of the total assets at that time. On September 15, 2009, we paid a dividend to our shareholders totaling approximately $217,844, which represented approximately 82% of the total assets at that time.

 

On December 5, 2011, we 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 and to, among other things, change our corporate name from “Robocom Systems International Inc.” to “AgriVest Americas, Inc.”

 

We have not conducted any meaningful business operations since October 11, 2005 and since such date, except for certain fund raising activities, our business has been dormant.

 

Results of Operations

 

Comparison of Fiscal Years Ended May 31, 2015, May 31, 2014, May 31, 2013 and May 31, 2012

 

Revenues. We did not record any revenues related to our operations during the fiscal years ended May 31, 2015, 2014, 2013 and 2012.

 

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. For the fiscal year ended May 31, 2015, selling general and administrative expenses increased by $1,556 to $47,842, as compared to $46,286 during the fiscal year ended May 31, 2014. This increase was primarily related to an increase in consulting fees, offset by a reduction in general and administrative expenses.

 

For the fiscal year ended May 31, 2014, selling, general and administrative expenses decreased by $61,602 to $46,286, as compared to $107,888 during the fiscal year ended May 31, 2013. This decrease was primarily related to decreased expenses related to SEC filing requirements and a decrease in professional fees.

 

For the fiscal year ended May 31, 2013, selling, general and administrative expenses decrease by $67,574 to $107,888 as compared to $175,462 during the fiscal year ended May 31, 2012. This decrease was primarily related to a decrease in consulting and professional fees in connection with the Purchase Agreement and decreases in fees related to SEC filing requirements.

 

Other Income, Net. During the fiscal year ended May 31, 2015, we realized a gain of $4,204 related to the extinguishment of debt upon the issuance of stock and warrants.

 

During the fiscal year ended May 31, 2014 and 2013, we did not realize any other income.

 

 

During the fiscal year ended May 31, 2012, we realized a gain of $2,769 that was as a result of a foreign tax refund received.

 

Interest (Expense) Income, Net. No interest income was recorded during the 2015, 2014, 2013 or 2012 periods.

 

During the fiscal year ended May 31, 2015, interest expense increased by $4,762 to $14,026, as compared to $9,264 during the fiscal year ended May 31, 2014. This increase was related to increased borrowings from related parties and the note payable.

 

During the fiscal year ended May 31, 2014, interest expense decreased by $1,062 to $9,264, as compared to $10,326 during the fiscal year ended May 31, 2013. Interest expense decreased related to fewer borrowings from our shareholders.

 

During the fiscal year ended May 31, 2013, interest expense increased by $3,154 to $10,326, as compared to $7,172 during the fiscal year ended May 31, 2012. This increase was primarily related to additional borrowings under the loan from our shareholders and the note payable.

 

Income Taxes. No provision for or benefit from income taxes was reflected in the 2015, 2014, 2013 or 2012 periods, as the benefits of operating loss carryforwards have been reserved.

 

Comparison of Three-Month Periods Ended August 31, 2014, 2013 and August 31, 2012 (unaudited)

 

Revenues. We did not record any revenues related to our operations during the three-month periods ended August 31, 2014, 2013 and 2012.

 

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. For the three-months ended August 31, 2014, selling, general and administrative expenses increased by $15,946 to $19,494, as compared to $3,548 during the three-months ended August 31, 2013. This increase was primarily related to increased consulting and professional fees related to seeking a candidate for merger.

 

For the three-months ended August 31, 2013, selling, general and administrative expenses decreased by $27,648 to $3,548, as compared to $31,196 in the three-months ended August 31, 2012. This decrease was primarily related to decreased expenses related to SEC filing requirements and a decrease in professional fees.

 

Interest Expense. For the three-months ended August 31, 2014, interest expense increased by $1,984 to $3,558, as compared to $1,574 during the three-months ended August 31, 2013. This increase was primarily related to increased borrowings under the loans from shareholders and the notes payable.

 

For the three-months ended August 31, 2013, interest expense decreased by $2,056 to $1,574, as compared to $3,630 in the three-months ended August 31, 2012. This decrease was primarily related to fewer borrowings under the loans from shareholders and the notes payable.

 

Income Taxes. No provision for or benefit of income taxes was reflected in the 2014, 2013 or 2012 periods, as the benefits of operating loss carryforwards have been reserved.

 

 

Comparison of Three-Month Periods Ended November 30, 2014, 2013 and 2012 (unaudited)

 

Revenues. We did not record any revenues related to our operations during the three-month periods ended November 30, 2014, 2013 and 2012.

 

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. For the three-months ended November 30, 2014, selling, general and administrative expenses increased by $2,577 to $4,945 as compared to $2,368 during the three-months ended November 30, 2013. This increase was primarily related to increased consulting and miscellaneous administrative expenses related to seeking a candidate for merger.

 

For the three-months ended November 30, 2013, selling, general and administrative expenses decreased by $24,555 to $2,368, as compared to $26,923 in the three-months ended November 30, 2012. This decrease was primarily due to a decrease in consulting and professional fees related to SEC filing requirements.

 

Other Income, net For the three-months ended November 30, 2014, we realized a gain of $4,204 related to the extinguishment of debt upon the issuance of warrants. No other income was recognized during the three-months ended November 30, 2013 or November 30, 2012.

 

Interest Expense. For the three-months ended November 30, 2014, interest expense increased by $1,249 to $3,490, as compared to $2,251 in the three-months ended November 30, 2013. This increase was primarily related to increased borrowings under the loans from shareholders and notes payable.

 

For the three-months ended November 30, 2013, interest expense decreased by $467 to $2,251, as compared to $2,718 in the three-months ended November 30, 2012. This decrease was primarily related to fewer borrowings under the loans from shareholders and notes payable.

 

Income Taxes. No provision for or benefit of income taxes was reflected in the 2014, 2013 or 2012 periods, as the benefits of operating loss carry forwards have been reserved.

 

Comparison of Six-Month Periods Ended November 30, 2014, 2013 and 2012 (unaudited)

 

Revenues. We did not record any revenues related to our operations during the six-month periods ended November 30, 2014, 2013 and 2012.

 

Selling, General and Administrative Expenses. Selling, general and administrative expenses consisted of fees for financial personnel and professional fees, as well as other miscellaneous administrative expenses. For the six-months ended November 30, 2014, selling, general and administrative expenses increased by $18,524 to $24,440, as compared to $5,916 in the six-months ended November 30, 2013. This increase was primarily related to increased consulting and miscellaneous administrative expenses related to seeking a candidate for merger.

 

For the six-months ended November 30, 2013, selling, general and administrative expenses decreased by $52,203 to $5,916, as compared to $58,119 in the six-months ended November 30, 2012. This decrease was primarily due to a decrease in consulting and professional fees related to SEC filing requirements.

 

Other Income, net For the six-months ended November 30, 2014, we realized a gain of $4,204 related to the extinguishment of debt upon the issuance of stock and warrants. No other income was recognized during the six-months ended November 30, 2013 or November 30, 2012.

 

Interest Expense. For the six-months ended November 30, 2014, interest expense increased by $3,223 to $7,048, as compared to $3,825 in the six-months ended November 30, 2013. This increase was primarily related to increased borrowings under the loans from shareholders and the notes payable.

 

For the six-months ended November 30, 2013, interest expense decreased by $2,523 to $3,825 as compared to $6,348 in the six-months ended November 30, 2012. This decrease was primarily related to fewer borrowings under the loans from shareholders and the notes payable.

 

Income Taxes. No provision for or benefit of income taxes was reflected in the 2014, 2013 or 2012 periods, as the benefits of operating loss carry forwards have been reserved.

 

 

Comparison of Three-Month Periods Ended February 28, 2015, 2014 and 2013 (unaudited)

 

Revenues. We did not record any revenues related to our operations during the three-month periods ended February 28, 2015, 2014 and 2013.

 

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. For the three-months ended February 28, 2015, selling, general and administrative expenses decreased by $8,196 to $537, as compared to $8,733 in the three-months ended February 28, 2014. This decrease was primarily related to decreased expenses related to SEC filing requirements and a decrease in miscellaneous administrative expenses.

 

During the three-months ended February 28, 2014, selling, general and administrative expenses decreased by $5,893 to $8,733, as compared to $14,626 in the three-months ended February 28, 2013. This decrease was primarily related to decreased expenses related to SEC filing requirements and a decrease in professional fees.

 

Interest Expense. For the three-months ended February 28, 2015, interest expense increased by $270 to $3,489, as compared to $3,219 in the three-months ended February 28, 2014. This increase was primarily related to increased borrowings under the loans from shareholders and the notes payable.

 

For the three-months ended February 28, 2014, interest expense increased by $1,051 to $3,219, as compared to $2,168 in the three-months ended February 28, 2013. This increase was primarily related to increased borrowings under the loans from shareholders and notes payable.

 

Income Taxes. No provision for or benefit of income taxes was reflected in the 2015, 2014 or 2013 periods, as the benefits of operating loss carry forwards have been reserved.

 

Comparison of Nine-Month Periods Ended February 28, 2015, 2014 and 2013 (unaudited)

 

Revenues. We did not record any revenues related to our operations during the nine-month periods ended February 28, 2015, 2014 and 2013.

 

Selling, General and Administrative Expenses. Selling, general and administrative expenses consisted of fees for financial personnel and professional fees, as well as other miscellaneous administrative expenses. For the nine-months ended February 28, 2015, selling general and administrative expenses increased by $10,326 to $24,976, as compared to $14,650 in the nine-months ended February 28, 2014. This increase was primarily related to increased consulting and miscellaneous administrative expenses related to seeking a candidate for merger.

 

For the nine-months ended February 28, 2014, selling, general and administrative expenses decreased by $58,095 to $14,650, as compared to $72,745 in the nine-months ended February 28, 2013. This decrease was primarily related to decreased expenses related to SEC filing requirements and decreased professional fees.

 

Other Income, net For the nine-months ended February 28, 2015, we realized a gain of $4,204 related to the extinguishment of debt upon the issuance of stock and warrants. No other income was recognized during the nine-months ended February 28, 2014 or February 28, 2013.

 

Interest Expense. For the nine-months ended February 28, 2015, interest expense increased by $3,434 to $10,357, as compared to $7,043 in the nine-months ended February 28, 2014. This increase was primarily related to increased borrowings under the loans from shareholders and notes payable.

 

For the nine-months ended February 28, 2014, interest expense increased by $588 to $7,043, as compared to $6,455 in the nine-months ended February 28, 2013. This increase was primarily related to borrowings under the loans from shareholders and the notes payable.

 

Income Taxes. No provision for or benefit of income taxes was reflected in the 2015, 2014 or 2013 periods, as the benefits of operating loss carry forwards have been reserved.

 

 

Liquidity and Capital Resources

 

Our company’s cash expenditures during the years ended May 31, 2015, 2014 and 2013 were limited primarily to amounts required for the payment of professional fees in connection with our company meeting its requirements under the securities laws and in completing the transactions contemplated by the Purchase Agreement.

 

During the years ended May 31, 2015, 2014 and 2013, we funded our operations with the proceeds of loans from our shareholders, the notes payable, the sale of common stock and warrants to purchase common stock, and the cash on hand derived from the Purchase Agreement. As of May 31, 2015, we did not have any cash and cash equivalents. As of May 31, 2015, we had $11,835 in receivables due from a related party.

 

Net cash used in operating activities was $77,743, $44,082, $19,404 and $107,494 for the fiscal year ended May 31, 2015, 2014, 2013 and 2012, respectively. During the fiscal years ended May 31, 2015, 2014, 2013 and 2012, our company was not engaged in any revenue-generating operations. Cash used in operations was higher in the 2015 and 2014 periods primarily as a result of increased costs related to professional and consulting fees.

 

Net cash provided by financing activities was $75,987, $44,800, $14,286 and $110,500 for the fiscal years ended May 31, 2015, 2014, 2013 and 2012, respectively. During the fiscal year ended May 31, 2015, we borrowed $3,905 from related parties and repaid $3,418 to related parties. We sold Notes totaling $10,000. We converted Notes payable of $5,000 and sold common stock and warrants totaling $6,685. We entered into a Purchase Agreement and received a deposit on this agreement of $60,000. During the fiscal year ended May 31, 2014, we borrowed $15,300 from related parties and sold Notes totaling $40,000. During the 2014 period we repaid $10,500 to the related parties.

 

The accompanying financial statements have been prepared assuming that our 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. Our continued existence is dependent upon our ability to effect our 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. We anticipate effecting future sales of debt or equity securities to execute our plans to fund our 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 our company.

 

Further, we face considerable risk in our business plan and a potential shortfall of funding due to our inability to raise capital in the debt and equity securities markets. If no additional capital is raised, our company will be forced to rely on existing cash in the bank and or 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, our company would be unable to complete its business plan steps, and would, instead, delay all cash intensive activities. Without necessary cash flow, our 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.

 

Off-Balance Sheet Arrangements

 

As of May 31, 2015, 2014 and 2013, we had no off-balance sheet arrangements.

 

Inflation and Seasonality

 

We do not believe our operations are materially affected by inflation or seasonality.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

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

  

 

Item 8. Financial Statements and Supplementary Data.

 

INDEX TO FINANCIAL STATEMENTS

 

Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets as of May 31, 2015 2014, 2013 and 2012	F-2
Statements of Operations for the years ended May 31, 2015, 2014, 2013 and 2012	F-3
Statements of Shareholders’ Equity (Deficit) for the years ended May 31, 2015, 2014, 2013 and 2012	F-4
Statements of Cash Flows for the years ended May 31, 2015, 2014 and 2013 and 2012	F-5
Interim Financial Statements (unaudited):
Balance Sheets as of August 31, 2014 and May 31, 2014	F-6
Statements of Operations for the three-months ended August 31, 2014 and 2013	F-7
Statements of Cash Flows for the three-months ended August 31, 2014 and 2013	F-8
Balance Sheets as of August 31, 2013 and May 31, 2013	F-9
Statements of Operations for the three-months ended August 31, 2013 and 2012	F-10
Statements of Cash Flows for the three-months ended August 31, 2013 and 2012	F-11
Balance Sheets as of November 30, 2014 and May 31, 2014	F-12
Statements of Operations for the three-months ended November 30, 2014 and 2013	F-13
Statements of Operations for the six-months ended November 30, 2014 and 2013	F-14
Statements of Cash Flows for the six-months ended November 30, 2014 and 2013	F-15
Balance Sheets as of November 30, 2013 and May 31, 2013	F-16
Statements of Operations for the three-months ended November 30, 2013 and 2012	F-17
Statements of Operations for the six-months ended November 30, 2013 and 2012	F-18
Statements of Cash Flows for the six-months ended November 30, 2013 and 2012	F-19
Balance Sheets as of February 28, 2015 and May 31, 2014	F-20
Statements of Operations for the three-months ended February 28, 2015 and 2014	F-21
Statements of Operations for the nine-months ended February 28, 2015 and 2014	F-22
Statements of Cash Flows for the nine-months ended February 28, 2015 and 2014	F-23
Balance Sheets as of February 28, 2014 and May 31, 2013	F-24
Statements of Operations for the three-months ended February 28, 2014 and 2013	F-25
Statements of Operations for the nine-months ended February 28, 2014 and 2013	F-26
Statements of Cash Flows for the nine-months ended February 28, 2014 and 2013	F-27
Notes to Financial Statements	F-28

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders

AgriVest Americas, Inc.

  

We have audited the accompanying balance sheets of AgriVest Americas, Inc. as of May 31, 2015, 2014, 2013, and 2012, and the related statements of operations, shareholders’ equity (deficit), and cash flows for each of the years in the four year period ended May 31, 2015. AgriVest Americas, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AgriVest Americas, Inc. as of May 31, 2015, 2014, 2013, and 2012, and the results of its operations and its cash flows for each of the years in the four year period ended May 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company had recurring net losses and recurring net cash used in operations for each of the four years ended May 31, 2015, 2014, 2013, and 2012, respectively and has an accumulated deficit totaling $12,710,151 at May 31, 2015. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 

 

/s/ Rosenberg Rich Baker Berman & Company  

 

Somerset, NJ

September 16, 2015.

 

 

AgriVest Americas, Inc.

 

BALANCE SHEETS 

 

		May 31, 2015				May 31, 2014				May 31, 2013				May 31, 2012
Assets
Cash and cash equivalent		$	---			$	1,756			$	1,038			$	6,156
Other current assets			11,835				---				---				---
Total assets		$	11,835			$	1,756			$	1,038			$	6,156
Liabilities and Shareholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses		$	220,222			$	224,651			$	213,184			$	116,650
Loan payable shareholders			65,073				64,586				59,786				45,500
Due to related parties			60,000				---				---				---
Notes payable			85,000				80,000				40,000				37,724
Total liabilities		$	430,295			$	369,237			$	312,970			$	199,874
Shareholders’ equity (deficit):
Common stock, $.001 par value; 100,000,000 shares authorized; 21,742,322 and 21,624,509, shares issued and outstanding, respectively			21,742				21,624				21,624				21,624
Common stock subscribed, 50,000 shares			50				---				---				---
Additional paid-in capital			12,269,899				12,263,382				12,263,382				12,263,382
Accumulated deficit			(12,710,151	)			(12,652,487	)			(12,596,937	)			(12,478,724	)
Total shareholders’ deficit			(418,460	)			(367,481	)			(311,931	)			(193,718	)
Total liabilities and shareholders’ deficit		$	11,835			$	1,756			$	1,038			$	6,156

 

See accompanying notes to the financial statements.

 

 

AgriVest Americas, Inc.

 

STATEMENTS OF OPERATIONS 

 

		For the year ended May 31,
		2015				2014				2013				2012
Selling, general and administrative expenses		$	(47,842	)		$	(46,286	)		$	(107,888	)		$	(175,462	)
Other income, net			4,204				---				---				2,769
Interest expense			(14,026	)			(9,264	)			(10,326	)			(7,172	)
Net loss		$	(57,664	)		$	(55,550	)		$	(118,213	)		$	(179,865	)
Basic and diluted net loss per share:
Net loss per basic and diluted share		$	(0.00	)		$	(0.00	)		$	(0.01	)		$	(0.02	)
Weighted average shares outstanding:
Basic and diluted			21,692,292				21,624,509				21,624,509				11,778,971

 

See accompanying notes to the financial statements.

 

 

AgriVest Americas, Inc.

 

STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT) 

 

		Common Stock Subscribed								Common Stock								Additional Paid-In				Accumulated				Shareholder’ Equity
		Shares				Par Value				Shares				Par Value				Capital				Deficit				(Deficit)
Balance, May 31, 2012			---				---				21,624,509			$	21,624			$	12,263,382			$	(12,478,724	)		$	(193,718	)
Net loss			---				---				---				---				---				(118,213	)			(118,213	)
Balance, May 31, 2013			---				---				21,624,509			$	21,624			$	12,263,382			$	(12,596,937	)		$	(311,931	)
Net loss			---				---				---				---				---				(55,550	)			(55,550	)
Balance, May 31, 2014			---				---				21,624,509			$	21,624			$	12,263,382			$	(12,652,487	)		$	(367,481	)
Common stock issued for subscription			50,000				50				---				---				4,950				---			$	5,000
Settlement of note and accrued interest			---				---				107,813				108				1,077				---			$	1,185
Exercise of warrants			---				---				10,000				10				490				---			$	500
Net loss			---				---				---				---				---				(57,664	)			(57,664	)
Balance, May 31, 2015			50,000				50				21,742,322			$	21,742			$	12,269,899			$	(12,710,151	)		$	(418,460	)

 

See accompanying notes to the financial statements.

 

  

AgriVest Americas, Inc.

 

STATEMENTS OF CASH FLOWS

 

		For the year ended May 31,
		2015				2014				2013				2012
Operating activities
Net loss		$	(57,664	)		$	(55,550	)		$	(118,213	)		$	(179,865	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization of note payable discount			---				---				2,276				2,746
Gain on extinguishment of debt			(4,204	)			---				---				--
Changes in operating assets and liabilities:
Increase in other current assets			(11,835	)			---				---				---
(Decrease) increase in accounts payable and accrued expenses			(4,040	)			11,468				96,533				69,625
Net cash used in operating activities			(77,743	)			(44,082	)			(19,404	)			(107,494	)
Financing activities
Loan from shareholders			3,905				15,300				14,286				41,000
Proceeds from issuance of note payable			10,000				40,000				---				40,000
Repayment of shareholder loans			(3,418	)			(10,500	)			---				(20,500	)
Proceeds from refundable deposit			60,000				---				---				---
Proceeds from common stock subscriptions			5,000				---				---				50,000
Proceeds from exercise of warrants			500				---				---				---
Net cash provided by financing activities			75,987				44,800				14,286				110,500
Decrease (increase) in cash and cash equivalents			(1,756	)			718				(5,118	)			3,006
Cash and cash equivalents at beginning of year			1,756				1,038				6,156				3,150
Cash and cash equivalents at end of year		$	---			$	1,756			$	1,038			$	6,156
Noncash investing and financing activities:
Shareholder forgiveness of accrued expense			---				---				---			$	18,000
Repayment of accrued expenses with stock		$	86				---				---				---
Repayment of note payable with stock		$	1,100				---				---				---

 

See accompanying notes to the financial statements.

 

 

AgriVest Americas, Inc.

 

BALANCE SHEETS

 

		August 31, 2014				May 31, 2014
		(unaudited)
Assets
Current assets:
Cash and cash equivalents		$	769			$	1,756
Total assets		$	769			$	1,756
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued expenses		$	235,092			$	224,651
Loan payable shareholders			66,211				64,586
Notes payable			90,000				80,000
Total liabilities			391,303				369,237
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			(12,675,540	)			(12,652,487	)
Total shareholders’ deficit			(390,534	)			(367,481	)
Total liabilities and shareholders’ deficit		$	769			$	1,756

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

STATEMENTS OF OPERATIONS

(unaudited)

 

		Three-months ended
		August 31, 2014				August 31, 2013
Selling, general and administrative expenses		$	(19,494	)		$	(3,548	)
Interest expense			(3,558	)			(1,574	)
Net (loss) before income taxes			(23,053	)			(5,122	)
Provision for income taxes			-				-
Net (loss)		$	(23,053	)		$	(5,122	)
Basic and diluted net (loss) per share:
Net (loss) per basic and diluted share		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding:
Basic and diluted			21,624,509				21,624,509

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

STATEMENTS OF CASH FLOWS

(unaudited)

 

		Three-months ended
		August 31, 2014				August 31, 2013
Operating activities
Net (loss)		$	(23,053	)		$	(5,122	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable and accrued expenses			10,440				1,574
Net cash (used in) operating activities			(12,612	)			(3,548	)
Net cash provided by financing activities
Loan from shareholders			2,350				4,000
Proceeds from issuance of notes payable			10,000				---
Repayment of loans from shareholders			(725	)			---
Net cash provided by financing activities			11,625				4,000
Decrease (increase) in cash and cash equivalents			(987	)			452
Cash and cash equivalents at beginning of period			1,756				1,038
Cash and cash equivalents at end of period		$	769			$	1,490

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

BALANCE SHEETS

 

		August 31, 2013				May 31, 2013
		(unaudited)
Assets
Current assets:
Cash and cash equivalents		$	1,490			$	1,038
Total assets		$	1,490			$	1,038
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued expenses		$	214,758			$	213,184
Loan payable shareholders			63,786				59,786
Notes payable			40,000				40,000
Total liabilities			318,544				312,970
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			(12,602,060	)			(12,596,937	)
Total shareholders’ deficit			(317,054	)			(311,931	)
Total liabilities and shareholders’ deficit		$	1,490			$	1,038

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

STATEMENTS OF OPERATIONS

(unaudited)

 

		Three-months ended
		August 31, 2013				August 31, 2012
Selling, general and administrative expenses		$	(3,548	)		$	(31,196	)
Interest expense			(1,574	)			(3,630	)
Net (loss) before income taxes			(5,122	)			(34,826	)
Provision for income taxes			-				-
Net (loss)		$	(5,122	)		$	(34,826	)
Basic and diluted net (loss) per share:
Net (loss) per basic and diluted share		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding:
Basic and diluted			21,624,509				21,624,509

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

STATEMENTS OF CASH FLOWS

(unaudited)

 

		Three-months ended
		August 31, 2013				August 31, 2012
Operating activities
Net (loss)		$	(5,122	)		$	(34,826	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Amortization of debt discount			---				1,565
Accounts payable and accrued expenses			1,574				26,792
Net cash (used in) operating activities			(3,548	)			(6,469	)
Net cash provided by financing activities
Loan from shareholders			4,000				1,711
Net cash provided by financing activities			4,000				1,711
Increase (decrease) in cash and cash equivalents			452				(4,758	)
Cash and cash equivalents at beginning of period			1,038				6,156
Cash and cash equivalents at end of period		$	1,490			$	1,398

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

BALANCE SHEETS

(unaudited)

 

		November 30, 2014				May 31, 2014
		(unaudited)
Assets
Current assets:
Cash and cash equivalents		$	216			$	1,756
Total assets		$	216			$	1,756
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued expenses		$	238,191			$	224,652
Loan payable shareholders			65,105				64,586
Notes payable			85,000				80,000
Total liabilities			388,296				369,237
Shareholders’ equity:
Common stock, $.001 par value; 100,000,000 shares authorized; 21,791,637 and 21,624,509 shares issued and outstanding, respectively			21,792				21,624
Additional paid-in capital			12,269,899				12,263,382
Accumulated deficit			(12,679,771	)			(12,652,487	)
Total shareholders’ deficit			(388,080	)			(367,481	)
Total liabilities and shareholders’ deficit		$	216			$	1,756

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

STATEMENT OF OPERATIONS

(unaudited)

 

		Three-months ended November 30,
		2014				2013
Selling, general and administrative expenses		$	(4,945	)		$	(2,368	)
Other income			4,204				-
Interest expense			(3,490	)			(2,251	)
Net loss before income taxes			(4,231	)			(4,619	)
Provision for income taxes			-				-
Net loss		$	(4,231	)		$	(4,619	)
Basic and diluted net loss per share:
Net loss per basic and diluted share		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding:
Basic and diluted			21,791,637				21,624,509

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

STATEMENT OF OPERATIONS

(unaudited)

 

		Six-months ended November 30,
		2014				2013
Selling, general and administrative expenses		$	(24,440	)		$	(5,916	)
Other income			4,204				-
Interest expense			(7,048	)			(3,825	)
Net (loss) before income taxes			(27,284	)			(9,741	)
Provision for income taxes			-				-
Net (loss)		$	(27,284	)		$	(9,741	)
Basic and diluted net loss per share:
Net (loss) per basic and diluted share		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding:
Basic and diluted			21,791,637				21,624,509

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

STATEMENT OF CASH FLOWS

(unaudited)

 

		Six-months ended November 30,
		2014				2013
Operating activities
Net (loss)		$	(27,284	)		$	(9,741	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable and accrued expenses			13,540				3,345
Net cash used in operating activities			(13,744	)			(6,396	)
Net cash provided by financing activities
Loan from shareholders			3,865				6,000
Proceeds from issuance of notes payable			10,000				---
Repayment of loans from shareholders			(3,346	)			---
Conversion of notes payable			(5,000	)			---
Issuance of common stock			6,685				---
Net cash provided by financing activities			12,204				6,000
Decrease in cash and cash equivalents			(1,540	)			(396	)
Cash and cash equivalents at beginning of period			1,756				1,038
Cash and cash equivalents at end of period		$	216			$	642

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

BALANCE SHEETS

(unaudited)

 

		November 30, 2013				May 31, 2013
		(unaudited)
Assets
Current assets:
Cash and cash equivalents		$	642			$	1,038
Total assets		$	642			$	1,038
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued expenses		$	216,528			$	213,184
Loan payable shareholders			65,786				59,786
Notes payable			40,000				40,000
Total liabilities			322,314				312,970
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			(12,606,678	)			(12,596,937	)
Total shareholders’ deficit			(321,672	)			(311,931	)
Total liabilities and shareholders’ deficit		$	642			$	1,038

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

STATEMENT OF OPERATIONS

(unaudited)

 

		Three-months ended November 30,
		2013				2012
Selling, general and administrative expenses		$	(2,368	)		$	(26,923	)
Interest expense			(2,251	)			(2,718	)
Net loss before income taxes			(4,619	)			(29,641	)
Provision for income taxes			-				-
Net loss		$	(4,619	)		$	(29,641	)
Basic and diluted net loss per share:
Net loss per basic and diluted share		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding:
Basic and diluted			21,624,509				21,624,509

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

STATEMENT OF OPERATIONS

(unaudited)

 

		Six-months ended November 30,
		2013				2012
Selling, general and administrative expenses		$	(5,916	)		$	(58,119	)
Interest expense			(3,825	)			(6,348	)
Net (loss) before income taxes			(9,741	)			(64,467	)
Provision for income taxes			-				-
Net (loss)		$	(9,741	)		$	(64,467	)
Basic and diluted net loss per share:
Net (loss) per basic and diluted share		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding:
Basic and diluted			21,624,509				21,624,509

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

STATEMENT OF CASH FLOWS

(unaudited)

 

		Six-months ended November 30,
		2013				2012
Operating activities
Net (loss)		$	(9,741	)		$	(64,467	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Amortization of debt discount			---				2,276
Accounts payable and accrued expenses			3,345				55,721
Net cash used in operating activities			(6,396	)			(6,470	)
Net cash provided by financing activities
Loan from shareholders			6,000				1,412
Net cash provided by financing activities			6,000				1,412
Decrease in cash and cash equivalents			(396	)			(5,058	)
Cash and cash equivalents at beginning of period			1,038				6,156
Cash and cash equivalents at end of period		$	642			$	1,098

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

BALANCE SHEETS

(unaudited)

 

		February 28, 2015				May 31, 2014
		(unaudited)
Assets
Current assets:
Cash and cash equivalents		$	---			$	1,756
Total assets		$	---			$	1,756
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued expenses		$	242,032			$	224,651
Loan payable shareholders			65,073				64,586
Notes payable			85,000				80,000
Total liabilities			392,105				369,237
Shareholders’ equity:
Common stock, $.001 par value; 100,000,000 shares authorized; 21,791,637 and 21,624,509 shares issued and outstanding, respectively			21,792				21,624
Additional paid-in capital			12,269,899				12,263,382
Accumulated deficit			(12,618,630	)			(12,652,487	)
Total shareholders’ deficit			(392,105	)			(367,481	)
Total liabilities and shareholders’ deficit		$	---			$	1,756

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

STATEMENT OF OPERATIONS

(unaudited)

 

		Three-months ended,
		February 28, 2015				February 28, 2014
Selling, general and administrative expenses		$	(537	)		$	(8,733	)
Amortization of debt discount			-				-
Interest expense			(3,489	)			(3,219	)
Net (loss) before income taxes			(4,026	)			(11,952	)
Provision for income taxes			-				-
Net (loss)		$	(4,026	)		$	(11,952	)
Basic and diluted net (loss) per share:
Net (loss) per basic and diluted share		$	(0.00	)			(0.00	)
Weighted average shares outstanding:
Basic and diluted			21,791,637				21,624,509

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

STATEMENT OF OPERATIONS

(unaudited)

 

		Nine-months ended,
		February 28, 2015				February 28, 2014
Selling, general and administrative expenses		$	(24,976	)		$	(14,650	)
Other income			4,204				---
Interest expense			(10,537	)			(7,043	)
Net (loss) before income taxes			(31,309	)			(21,693	)
Provision for income taxes			-				-
Net (loss)		$	(31,309	)		$	(21,693	)
Basic and diluted net (loss) per share:
Net (loss) per basic and diluted share		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding:
Basic and diluted			21,791,637				21,624,509

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

STATEMENT OF CASH FLOWS

(unaudited)

 

		Nine-months ended,
		February 28, 2015				February 28, 2014
Operating activities
Net (loss)		$	(31,309	)		$	(21,693	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable and accrued expenses			17,381				8,893
Net cash used in operating activities			(13,928	)			(12,800	)
Net cash provided by financing activities
Loan from shareholders			3,905				12,100
Proceeds from issuance of notes payable			10,000				---
Repayment of shareholder loans			(3,418	)			---
Conversion of notes payable			(5,000	)			---
Issuance of common stock			6,685				---
Net cash provided by financing activities			12,172				12,100
Change in cash and cash equivalents			(1,756	)			(700
Cash and cash equivalents at beginning of period			1,756				1,038
Cash and cash equivalents at end of period		$	---			$	338
Noncash investing and financing activities:
None		$	---			$	---

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

BALANCE SHEETS

(unaudited)

 

		February 28, 2014				May 31, 2013
		(unaudited)
Assets
Current assets:
Cash and cash equivalents		$	338			$	1,038
Total assets		$	338			$	1,038
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued expenses		$	222,076			$	213,184
Loan payable shareholders			71,886				59,786
Notes payable			40,000				40,000
Total liabilities			333,962				312,970
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			(12,618,630	)			(12,596,937	)
Total shareholders’ deficit			(333,624	)			(311,931	)
Total liabilities and shareholders’ deficit		$	338			$	1,038

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

STATEMENT OF OPERATIONS

(unaudited)

 

		Three-months ended,
		February 28, 2014				February 29, 2013
Selling, general and administrative expenses		$	(8,733	)		$	(14,626	)
Interest expense			(3,219	)			(2,168	)
Net (loss) before income taxes			(11,952	)			(16,794	)
Provision for income taxes			-				-
Net (loss)		$	(11,952	)		$	(16,794	)
Basic and diluted net (loss) per share:
Net (loss) per basic and diluted share		$	(0.00	)			(0.00	)
Weighted average shares outstanding:
Basic and diluted			21,624,509				21,624,509

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

STATEMENT OF OPERATIONS

(unaudited)

 

		Nine-months ended,
		February 28, 2014				February 28, 2013
Selling, general and administrative expenses		$	(14,650	)		$	(72,745	)
Amortization of debt discount			---				(2,276	)
Interest expense			(7,043	)			(6,455	)
Net (loss) before income taxes			(21,693	)			(81,476	)
Provision for income taxes			-				-
Net (loss)		$	(21,693	)		$	(81,476	)
Basic and diluted net (loss) per share:
Net (loss) per basic and diluted share		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding:
Basic and diluted			21,624,509				21,624,509

 

See accompanying notes.

 

 

AgriVest Americas, Inc.

 

STATEMENT OF CASH FLOWS

(unaudited)

 

		Nine-months ended,
		February 28, 2014				February 28, 2013
Operating activities
Net (loss)		$	(21,693	)		$	(81,476	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Amortization of debt discount			---				2,276
Accounts payable and accrued expenses			8,893				67,922
Net cash used in operating activities			(12,800	)			(11,278	)
Net cash provided by financing activities
Loan from shareholders			12,100				5,786
Change in cash and cash equivalents			(700	)			(5,492
Cash and cash equivalents at beginning of period			1,038				6,156
Cash and cash equivalents at end of period		$	338			$	664
Noncash investing and financing activities:
None		$	---			$	---

 

See accompanying notes. 

 

 

AgriVest Americas, Inc. Notes to the Financial Statements

 

Note 1. Organization and Significant Accounting Policies

 

Organization

 

AgriVest Americas, Inc. (formerly Robocom Systems International Inc.) (sometimes referred to herein, after the effective date of the Reincorporation Merger (defined below) as, 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). As of February 29, 2012, the financial statements include the accounts of Robocom Systems International Inc.

 

Reincorporation Merger Agreement

 

On December 5, 2011, Robocom Systems International Inc., a New York corporation (“Robocom”), entered into an Agreement and Plan of Merger dated as of December 5, 2011 (the “Merger Agreement’) with the AgriVest Americas, Inc. (referred to herein prior to the Reincorporation Merger, as “AgriVest”) in order to effect a reincorporation of Robocom through the merger of Robocom with and into AgriVest (the “Reincorporation Merger”). At the time of the Reincorporation Merger, AgriVest was a newly-formed Delaware corporation and a wholly-owned subsidiary of Robocom formed specifically for the purpose of effecting a reincorporation of Robocom in the State of Delaware. Pursuant to the Merger Agreement, on December 5, 2011, Robocom merged with and into AgriVest, making AgriVest the surviving corporation. The Reincorporation Merger 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.

 

The Merger Agreement was approved by the Board of Directors of Robocom on November 8, 2011 and by the Board of Directors and sole stockholder of AgriVest on December 2, 2011. At the annual meeting of stockholders of Robocom held on May 27, 2008, the holders of a majority of the outstanding shares of common stock of Robocom approved the reincorporation of Robocom in the State of Delaware through a merger with and into a wholly-owned, newly-formed Delaware subsidiary formed specifically for that purpose, subject to certain parameters that were satisfied by the terms of the Merger Agreement.

 

At the effective time of the Reincorporation Merger, the number of Company’s authorized shares of common stock and preferred stock was increased, the number of outstanding shares of common stock was reduced by approximately 50% and the par value of the Company’s common stock and preferred stock was reduced from $0.01 per share to $0.001 per share. All impacted amounts included in the financial statements and notes thereto have been retroactively adjusted for such increases and reductions. Impacted amounts include shares of common stock and preferred stock authorized, outstanding shares of common stock, par value per share and loss per share.

 

 

AgriVest Americas, Inc. Notes to the Financial Statements (continued)

 

Securities Purchase Agreement and Change of Control

 

On December 5, 2011, Robocom and the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Michael Campbell. Pursuant to the Purchase Agreement, Mr. Campbell purchased from the Company following the Reincorporation Merger an aggregate of 19,000,000 shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”), for an aggregate purchase price of $50,000. Immediately following the issuance of the Shares pursuant to the Purchase Agreement, an aggregate of 21,420,492 shares of common stock was issued and outstanding and the shares of Common Stock owned by Mr. Campbell represented approximately 88.7% of the issued and outstanding shares of capital stock of the Company on a fully-diluted basis. The Shares were acquired with funds that Mr. Campbell borrowed from an entity controlled by a current director of the Company. Given the change of control, the amount and availability of any net operating loss carryforwards will be subject to the limitations set forth in the Internal Revenue Code. The following factors all enter into the annual computation of allowable annual utilization of any net operating loss carryforward(s):

 

	●	the number of shares ultimately issued within a three year look-back period;
	●	whether there is a deemed more than 50 percent change in control;
	●	the applicable long-term tax exempt bond rate;
	●	continuity of historical business; and
	●	subsequent income of the Company.

 

Plan of Operations

 

The transactions contemplated by the Merger Agreement and the Purchase Agreement closed on December 5, 2011. Immediately prior to the consummation of the sale of the Shares to Mr. Campbell, the Company was a shell company with no operating business. As a result of the sale of the Shares, Mr. Campbell has acquired control of the Company.

 

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.

 

 

AgriVest Americas, Inc. Notes to the Financial Statements (continued)

 

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.

 

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.

 

The Company calculates income (loss) per common share in accordance with ASC Topic 260, "Earnings Per Share". Basic and diluted income (loss) per common share is computed based on the weighted average number of common shares outstanding. Common share equivalents consist of warrants and are excluded from the computation of diluted income (loss) per share, since the effect would be anti-dilutive. Common share equivalents, which could potentially dilute basic earnings (loss) per share in the future, and which were excluded from the computation of diluted income (loss) per share, totaled approximately 91,000 and 81,000 shares at May 31, 2015 and 2014, respectively. There were no Common share equivalents for the periods ending May 31, 2013 or 2012.

 

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.

 

The Company's 2015, 2014, 2013 and 2012 federal and state tax returns remain subject to examination by the respective taxing authorities. In addition, net operating losses arising from prior years are also subject to examination at the time that they are utilized in future years. Neither the Company's federal or state tax returns are currently under examination. 

 

 

AgriVest Americas, Inc. Notes to the Financial Statements (continued)

 

Note 2. Related Party Transactions

 

From time to time, we have borrowed money from each of Michael Campbell and Eric M. Hellige, each of whom is a member of our board of directors and is a person who has a beneficial ownership of our outstanding common stock. Each borrowing bears interest at the rate of 8% per annum and matures on the earlier of (1) the date we are no longer a shell company, or June 30, 2015. As of May 31, 2015 and 2014, we had net borrowings of approximately $25,693 and $25,936 from Mr. Campbell, respectively and $25,350 in both periods from Mr. Hellige. Since June 1, 2012, we have not made any payments of principal or interest on the amounts we owe to Messrs. Campbell and Hellige. During the period ended May 31, 2015, certain miscellaneous expenses were offset against amounts owed to Mr. Campbell.

 

During the fiscal year ended May 31, 2015, we borrowed $3,525 and $380 from M1 Advisors and RHI Venture 2, respectively. We made payments of $3,075 to M1 Advisors and $100 to RHI Venture 2, respectively.

 

During the fiscal year ended May 31, 2014, we borrowed $5,050 and $10,250 from M1 Advisors and RHI Venture 2, respectively. During the fiscal year ended May 31, 2013, we borrowed $5,000 and $3,500 from M1 Advisors and RJI Venture 2, respectively.

 

Both of these companies are owned by Michael Campbell, a member of our board of directors and is a person who has a beneficial ownership of our outstanding common stock. Each borrowing bears interest at the rate of 8% per annum and matures on the earlier of (1) the date we are no longer is a shell company, or June 30, 2015.

 

As of May 31, 2015, we had net borrowings of $14,030 from RHI Venture 2. As of May 31, 2014, we had net borrowings of $13,300 from M1 Advisors and RHI Venture 2.

 

During the fiscal year ended May 31, 2015, we paid consulting fees to M1 Advisors and RHI Venture 2 of $17,950 and $250 respectively. We did not pay consulting fees to either of these related parties during the fiscal year ended May 31, 2014, 2013 or 2012.

 

During the fiscal year ended May 31, 2015, we entered into a letter of intent with Fision Holding, Inc. (“Fision”) to merge with Fision through a Reverse Take Over (“RTO”). We have agreed in principle to buy Fision by issuing a number of shares of common stock that will represent 96% of the post-merged entity’s fully diluted and outstanding capital structure through the merger. At the time the transaction is completed, Fision will have contributed $150,000 in cash to be used by us to settle certain outstanding obligations. The perceived value of the contemplated transaction to us is agreed by the parties to be worth approximately $526,887 ($150,000 in cash plus $376,887 in retained stock). To start the contemplated RTO, we required a $60,000 deposit to prepare for the RTO and complete all pre-merger audits, corporate filings, and reverse stock splits required to deliver the shell up-to-date in all SEC filings and ready for Merger through the RTO process. As of May 31, 2015, Fision has made deposits totaling $60,000 under this agreement. There can be no assurance that we will enter into a binding agreement to merge with Fision or that the RTO will be consummated.

  

 

AgriVest Americas, Inc. Notes to the Financial Statements (continued)

 

Note 3. Notes Payable

 

During the fiscal year ended May 31, 2015, we issued to one investor a promissory note in the aggregate principal amount of $10,000 with interest at 15% per annum. The promissory note is payable 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 $5,000,000. As an incentive to purchase the notes, the Company issued to the investor warrants to purchase 20,000 shares of the Company’s common stock. During the fiscal year ended May 31, 2015, one investor converted promissory notes in the aggregate principal amount of $5,000 and related interest of $390 to 107,813 shares of common stock. This transaction resulted in a gain of $4,204.

 

During the fiscal year ended May 31, 2014, the Company issued to three investors promissory notes in the aggregate principal amount of $40,000 with interest at 15% per annum. The promissory notes are payable 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 $5,000,000. As an incentive to purchase the notes, the Company issued to the investors warrants to purchase 81,000 shares of the Company’s common stock.

 

During the year ended May 31, 2012, the Company issued to three investors promissory notes in the aggregate principal amount 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 fiscal year ended May 31, 2013 and 2012 was $2,276 and $2,746, respectively. There was no unamortized discount as of May 31, 2015 and 2014.

 

Note 4. Shareholders Equity (Deficit)

 

Preferred Stock

 

The Company has 25,000,000 of “Blank Check” Preferred stock $.001 par value authorized. As of May 31, 2015, the Company had no shares of preferred stock is issued or outstanding.

 

Common Stock

 

All common stock share and per share data has been adjusted for the reverse stock split as described above in Note 1 Reincorporation Merger Agreement.

 

During the fiscal year ended May 31, 2015, one investor converted promissory notes in the aggregate principal amount of $5,000 and related interest of $390 to 107,813 shares of common stock. This transaction resulted in a gain of $4,204.

 

During the fiscal year ended May 31, 2015, one investor exercised warrants to purchase 10,000 shares of common stock for $500.

 

During the fiscal year ended May 31, 2015, the Company sold 50,000 shares at $0.10 per share for total proceeds of $5,000. As of May 31, 2015 the shares have yet to be issued; therefore, the par value of the shares, $50, is recorded as common stock subscribed.

 

Note 5. Income Taxes

 

Deferred tax assets as of May 31, 2015, 2014, 2013 and 2012 were substantially comprised of net operating loss carryforwards, net of valuation allowances.

 

The Company did not record any provision for or benefit of income taxes in the years ended May 31, 2015, 2014, 2013 or 2012. The valuation allowance at May 31, 2015, 2014, 2013 and 2012 was provided because of uncertainty, based on our historical results, with respect to realization of deferred tax assets. The valuation allowance increased during the year ended May 31, 2015, 2014, 2013 and 2012 by $58,000, $55,500 and $15,000, respectively.

 

At May 31, 2014 and 2015, the Company had net operating loss carryforwards of approximately $5.37 million for income tax purposes, which may be able to reduce taxable income in future years. The utilization of these losses to reduce future income taxes will depend on the Company generating sufficient taxable income prior to the expiration of the net operating loss carryforwards. Net operating loss carryforwards will expire in various years through May 31, 2035.

 

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

None.

 

Item 9A. Controls and Procedures

 

Evaluation of disclosure controls and procedures

 

The management of our company, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our 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 May 31, 2015 to ensure that information required to be disclosed by us in the reports we file or submit 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 us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including the principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of May 31, 2015, our 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, we performed additional analysis to ensure our 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, our 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 our company in bookkeeping and accounting functions, which prevents us from appropriately segregating duties within our 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 May 31, 2015, our disclosure controls and procedures were not effective at the reasonable assurance level. Management will continue to evaluate our 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.

 

Management’s annual report on internal control over financial reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:

 

●

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of us;

 

 

●

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management and directors; and

 

●

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Management assessed our internal control over financial reporting as of May 31, 2015, the end of our last fiscal year. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

 

Based on its assessment, management has concluded that our internal control over financial reporting was not effective as of the end of our last fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Management determined that there existed a material weakness relating to the relatively small number of professionals employed in bookkeeping and accounting functions, which prevents us from appropriately segregating duties within our internal control systems.

 

As a smaller reporting company, management’s report is not subject to attestation by our independent registered public accounting firm.

 

Changes in Internal Controls

 

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

 

Item 9B. Other Information

 

Not applicable.

 

 

Part III

 

Item 10. Directors, Executive Officers, and Corporate Governance.

 

Directors and Executive Officers

 

The following table sets forth the names and ages of our directors and executive officers as of September 16, 2015:

 

Name		Age		Position
Michael B. Campbell		59		Chief Executive Officer and Director
Eric M. Hellige		60		Director

 

The biographies of each of the directors and executive officer below contains information regarding the person’s service, business experience, positions held currently or at any time during the last five years, and for each director or any nominee for director the particular experiences, qualifications, attributes or skills that caused our Board of Directors to determine that such person should serve as a director for us in 2015, and the names of any other publicly-held companies of which such person served as a director in the past five years.

 

Michael B. Campbell, President, Chief Executive Officer and Director:

 

Michael B. Campbell, has served as a Director and as President, Chief Executive Officer and Treasurer of our company since December 5, 2011. Mr. Campbell has served as the managing director of both M1 Advisors LLC and M1 Capital Group Ltd., since founding those companies in 2002 and 2004, respectively. M1 Advisors LLC and M1 Capital Group Ltd. are business advisory and merchant banking firms that provide growth capital and financial advisory services to high-growth companies in emerging markets. Since November 2009, Mr. Campbell also has served as Chairman of the Board of Directors and as President, Chief Executive Officer and Secretary of Resource Holdings, Inc., a publicly-traded, development-stage company that makes loans and leases equipment to operating gold mines located in Brazil. Mr. Campbell also served as a director of Ensurge, Inc., a public “shell” company, from December 2009 until June 29, 2010. Mr. Campbell has over 30 years of experience in founding, financing, building and operating high-growth companies worldwide.

 

We believe Mr. Campbell’s qualifications to sit on its board of directors include his over 30 years of experience in founding, financing, building and operating high-growth companies worldwide.

 

Eric M. Hellige, Director

 

Eric M. Hellige has been a director of our company since December 2010. For more than the last five years, Mr. Hellige has been a member of the law firm of Pryor Cashman LLP, New York, New York.

 

Mr. Hellige brings to the Board of Directors over 30 years of experience counseling business entities in a wide range of general corporate, financing and mergers and acquisitions activities. During the past five years, Mr. Hellige has not served as a director of another company with a class of securities registered pursuant to Section 12 of the Exchange Act.

 

Term

 

All directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors during the period covered by this report.

 

 

Executive officers are elected by, and serve at the discretion of, our Board of Directors.

 

Family Relationships

 

There are no family relationships between or among any of our directors or executive officers.

 

Involvement in Certain Legal Proceedings

 

To the best of our knowledge, none of our directors and executive officers was involved in any legal proceeding during the last 10 years as described in Item 40(f) of Registration S-K.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than 10% of our outstanding common stock to file with the SEC initial reports of ownership and reports of changes in ownership of common stock. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

 

Based solely upon a review by us of Forms 3 and 4 relating to fiscal years 2015, 2014 and 2013 as furnished to us under Rule 16a-3(d) under the Act, and Forms 5 and amendments thereto furnished to us with respect to fiscal year 2012, we believe that during the fiscal years ended May 31, 2015, 2014 and 2013, there was no failure to comply with Section 16(a) filing requirements applicable to our officers, directors and 10% stockholders.

 

Code of Ethics

 

On September 13, 2004, our Board of Directors adopted a Code of Ethics and Business Conduct applicable to all members of the Board of Directors, the executive officers and employees of our company and a Code of Ethics that applies to all financial executives and employees of our company. The Code of Ethics and Business Conduct and the Code of Ethics for Financial Executives and Employees were filed as Exhibits 14.1 and 14.2, respectively, to our Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 29, 2004 and are incorporated herein by reference.

 

Committees of the Board of Directors

 

Audit Committee

 

Our Board of Directors established an audit committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. There are currently no members of the audit committee. The members of our Board of Directors perform the functions of the audit committee. All future members of the audit committee will be independent within the meaning of Rule 4200(a)(15) of the Nasdaq Stock Market Corporate Governance Standards, as amended. Due to our status as a shell company and our limited resources, we do not have access to additional eligible candidates. The audit committee is directly responsible for the appointment, compensation and oversight of our independent auditors. The audit committee oversees the financial reporting process on behalf of our Board of Directors by reviewing with the independent auditors the scope and results of the audit engagement, monitoring our financial policies and internal control procedures, and reviewing and monitoring the provisions of non-audit services performed by our independent auditors. Management is responsible for our internal controls and establishing and reviewing the financial reporting process. The audit committee acts under a written charter adopted and approved in September 1997. The audit committee did not meet during the fiscal year ended May 31, 2015, 2014 or 2013.

 

Nominating Committee

 

Our Board of Directors does not have a standing nominating committee. Our entire Board of Directors is responsible for this function. Due to the relatively small size of our company and the resulting efficiency of a Board of Directors that is also limited in size, our Board of Directors has determined that it is not necessary or appropriate at this time to establish a separate nominating committee. Our Board of Directors intends to review periodically whether such a nominating committee should be established.

 

 

Our Board of Directors uses a variety of methods for identifying and evaluating nominees for director. It regularly assesses the appropriate size of the Board of Directors, and whether any vacancies exist or are expected due to retirement or otherwise. If vacancies exist, are anticipated or otherwise arise, our Board of Directors considers various potential candidates for director. Candidates may come to their attention through current members of our Board of Directors, shareholders or other persons. These candidates are evaluated at regular or special meetings of our Board of Directors, and may be considered at any point during the year. Our Board of Directors will consider candidates for director that are nominated by shareholders in accordance with the procedures regarding the inclusion of shareholder proposals in proxy materials set forth in the section entitled “Shareholder Proposals” in this proxy statement. In evaluating such recommendations, our Board of Directors uses the qualifications and standards discussed below and seeks to achieve a balance of knowledge, experience and capability on our Board of Directors.

 

Qualifications for consideration as a director nominee may vary according to the particular areas of expertise that may be desired in order to complement the qualifications that already exist among our Board of Directors. Among the factors that our directors consider when evaluating proposed nominees are their independence, financial literacy, business experience, character, judgment and strategic vision. Other considerations would be their knowledge of issues affecting our business, their leadership experience and their time available for meetings and consultation on company matters. Our directors seek a diverse group of candidates who possess the background skills and expertise to make a significant contribution to our Board of Directors, our company and our shareholders.

 

Compensation Committee

 

Our Board of Directors established a compensation committee; however, there are currently no members of the compensation committee. Our entire Board of Directors performs the functions of the compensation committee. All future members of the compensation committee will be independent within the meaning of Rule 4200(a)(15) of the Nasdaq Stock Market Corporate Governance Standards, as amended. Due to our status as a shell company and our limited resources, we do not have access to additional eligible candidates. The compensation committee is responsible for reviewing and recommending salaries, bonuses and other compensation for our officers. The compensation committee is also responsible for administering our stock option plan and for establishing terms and conditions of all stock options granted under the plan. The compensation committee did not meet during the fiscal year ended May 31, 2015, 2014 or 2013.

 

Item 11. Executive Compensation.

 

The following table sets forth all compensation awarded to, earned by or paid to the chief executive officer (“CEO”) of our company. We did not employ any other executive officers in fiscal 2015, 2014 or fiscal 2013.

 

SUMMARY COMPENSATION TABLE

 

Name and Principal Position		Fiscal Year			Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($) (1)				Total ($)
Michael Campbell		2015			----				----				----				----				----				----				----				----
Chief Executive		2014			----				----				----				----				----				----				----				----
Officer		2013			----				----				----				----				----				----				----				----

 

(1)

Represents amounts paid to Mr. Campbell under his consulting agreement.

 

 

Outstanding Equity Awards at Fiscal Year End

 

There were no equity awards for our named executive officer, including unexercised options, stock that has not vested and equity incentive plan awards, outstanding at fiscal year ended May 31, 2015, 2014 or 2013.

Benefit Plans

 

Our company does not have any retirement, pension, profit sharing, stock options, insurance program or similar programs for the benefit of its employees.

 

Employment Contracts and Termination of Employment and Change in Control Arrangement

 

There are no compensatory plans or arrangements with respect to any officer, director, manager or other executive which would in any way result in payments to any such person because of his resignation, retirement, or other termination of employment with our company, or any change in control of our company, or change in the person’s responsibilities following a change of control of our company.

 

Directors’ Compensation

 

The members of our Board of Directors are not compensated for their service on the Board of Directors, and no member of the Board of Directors received any cash, stock or other compensation during the years ended May 31, 2015, 2014 or 2013.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

 

The following table sets forth, as of September 16, 2015, the names, addresses and number of shares of common stock beneficially owned by (i) all persons known to our management to be beneficial owners of more than 5% of the outstanding shares of our common stock, (ii) each director of our company, (iii) each named Executive Officer and (iv) all executive officers and directors of our company as a group (except as indicated, each beneficial owner listed exercises sole voting power and sole dispositive power over the shares beneficially owned):

 

Name and Address of Beneficial Owner(1)		Amount and Nature Of Beneficial Ownership(2)				Percent of Class(2)
Michael B. Campbell			18,500,000	(3)			85.6	%
Eudora Partners, LLC			1,135,000	(4)			5.25	%
Eric M. Hellige			1,135,000	(4)			5.25	%
All executive officers and directors as a group (3 persons)			19,635,000				90.8	%

 

	(1)	The address of Michael B. Campbell is 11756 Willard Ave., Tustin, CA 92782. The address of Eudora Partners, LLC and Eric M. Hellige is 475 Hempstead Avenue, Rockville Centre, NY 11570.
	(2)	Except as indicated in the footnotes to this table, we believe that all persons named in the table have sole voting and investment power with respect to all common stock shown as beneficially owned by them. In accordance with the rules of the Securities and Exchange Commission (the “Commission”), a person or entity is deemed to be the beneficial owner of common stock that can be acquired by such person or entity within sixty (60) days upon the exercise of options or warrants or other rights to acquire common stock. Each beneficial owner's percentage ownership is determined by assuming that options and warrants that are held by such person (but not those held by any other person) and which are exercisable within sixty (60) days have been exercised. The inclusion herein of such shares listed as beneficially owned does not constitute an admission of beneficial ownership.

 

 

	(3)	Beneficial ownership of shares report on Schedule 13D filed with the Commission on December 13, 2011.
	(4)	Represents shares owned by Eudora Partners, LLC (“Eudora”). Eric M. Hellige, a director of our company, serves as the managing member of Eudora, which is a family limited partnership, and has investment and voting control over the shares owned by Eudora. Mr. Hellige disclaims beneficial ownership of the shares owned by Eudora, except to the extent of his pecuniary interest therein. Beneficial ownership of shares report on Schedule 13D filed with the Commission on December 8, 2011.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

Our 1997 Stock Option and Long-term Incentive Compensation Plan expired on May 15, 2007, and as of May 31, 2015, 2014 and 2013, we had no outstanding options or warrants and no compensation plan under which shares of common stock may be issued. We have no equity compensation plans or arrangements that have not been approved by shareholders.

 

Item 13. Certain Relationships and Related Transactions, Director Independence.

 

From time to time, we have borrowed money from each of Michael Campbell and Eric M. Hellige, each of whom is a member of our board of directors and is a person who has a beneficial ownership of our outstanding common stock. Each borrowing bears interest at the rate of 8% per annum and matures on the earlier of (1) the date we are no longer is a shell company, or June 30, 2015. As of May 31, 2015 and 2014, we had net borrowings of $25,693 and $25,936 from Mr. Campbell, respectively and $25,350 in both periods from Mr. Hellige. Since June 1, 2012, we have not made any payments of principal or interest on the amounts we owe to Messrs. Campbell and Hellige. During the period ended May 31, 2015, certain miscellaneous expenses were offset against amounts owed to Mr. Campbell.

 

During the fiscal year ended May 31, 2015, we borrowed $3,525 and $380 from M1 Advisors and RHI Venture 2, respectively. We made payments of $3,075 to M1 Advisors and $100 to RHI Venture 2, respectively.

 

During the fiscal year ended May 31, 2014, we borrowed $5,050 and $10,250 from M1 Advisors and RHI Venture 2, respectively. During the fiscal year ended May 31, 2013, we borrowed $5,000 and $3,500 from M1 Advisors and RJI Venture 2, respectively.

 

Both of these companies are owned by Michael Campbell, a member of our board of directors and is a person who has a beneficial ownership of our outstanding common stock. Each borrowing bears interest at the rate of 8% per annum and matures on the earlier of (1) the date we are no longer is a shell company, or June 30, 2015.

 

As of May 31, 2015, we had net borrowings of $14,030 from RHI Venture 2. As of May 31, 2014, we had net borrowings of $13,300 from M1 Advisors and RHI Venture 2.

 

During the fiscal year ended May 31, 2015, we entered into a letter of intent with Fision Holding, Inc. (“Fision”) to merge with Fision through a Reverse Take Over (“RTO”). We have agreed in principle to buy Fision by issuing a number of shares of common stock that will represent 96% of the post-merged entity’s fully diluted and outstanding capital structure through the merger. At the time the transaction is completed, Fision will have contributed $150,000 in cash to be used by us to settle certain outstanding obligations. The perceived value of the contemplated transaction to us is agreed by the parties to be worth approximately $526,887 ($150,000 in cash plus $376,887 in retained stock). To start the contemplated RTO, we required a $60,000 deposit to prepare for the RTO and complete all pre-merger audits, corporate filings, and reverse stock splits required to deliver the shell up-to-date in all SEC filings and ready for Merger through the RTO process. As of May 31, 2015, Fision has made deposits totaling $60,000 under this agreement. There can be no assurance that we will enter into a binding agreement to merge with Fision or that the RTO will be consummated.

 

 

Item 14. Principal Accountant Fees and Services.

 

The following table lists aggregate fees paid for professional services rendered by Rosenberg Rich Baker Berman & Company, our current auditors, for the fiscal years ended May 31, 2015, 2014 and 2013:

 

		2015				2014				2013
Audit Fees(1)		$	15,000			$	---			$	15,000
Audit Related Fees			---				---				---
Tax Fees			---				---				---
All Other Fees			---				---				---

 

(1)

These fees were for professional services rendered for the audit of our annual financial statements and review of financial statements. There were no other audit related fees for 2015, 2014 and 2013. Rosenberg Rich Baker Berman & Company did not perform any other services for us.

 

To our knowledge our principal accountant, Rosenberg Rich Baker Berman & Company, did not engage any other persons or firms other than the principal accountant’s full-time, permanent employees.

 

Board of Directors Pre-Approval Policy

 

There are currently no members on our audit committee. However, our entire Board of Directors performs the function of an audit committee. All audit and permissible non-audit services provided by our independent auditors, as well as the fees for such services, must be pre-approved by our Board of Directors. The Board of Directors may delegate to one or more designated members of the Board of Directors the authority to pre-approve audit and permissible non-audit services, provided such pre-approval decisions are reported to the full Board of Directors at its next scheduled meeting. Any pre-approval is generally for the current fiscal year, and any pre-approval is detailed as to the particular service or category of services. All audit and non-audit services provided by our independent auditors during fiscal 2014 and fiscal 2013 were approved by or on behalf of our company by our Board of Directors.

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

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

 

 

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.
September 16, 2015	By:	/s/ Michael B. Campbell
		Michael B. Campbell, Chief Executive Officer
		(Principal Executive Officer)

  

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Michael B. Campbell		Chief Executive Officer and Chairman of the		September 16, 2015
Michael B. Campbell		Board of Directors (Principal Executive Officer and Principal Financial Officer)
/s/ Eric M. Hellige		Director		September 16, 2015
Eric M. Hellige

 

 

Exhibit Index

 

Exhibit Number		Description
2.1		Asset Purchase Agreement dated August 17, 2005, between our company and Avantcé RSI, LLC (incorporated by reference to Exhibit 10.1 to our company’s Current Report on Form 8-K as filed with the Commission on August 17, 2005.
2.2		Agreement and Plan of Merger, dated as of December 5, 2011, by and between our company and Robocom Systems International Inc. (incorporated herein by reference to Exhibit 2.1 to our company’s Current Report on Form 8-K as filed with the Commission on December 8, 2011).
3.1		Certificate of Incorporation of our company (incorporated herein by reference to Exhibit 3.1 to our company’s Current Report on Form 8-K as filed with the Commission on as filed with the Commission on December 8, 2011).
3.2		By-laws of our company (incorporated herein by reference to Exhibit 3.2 to our company’s Current Report on Form 8-K as filed with the Commission on December 8, 2011).
10.1		Securities Purchase Agreement, dated as of December 5, 2011, by and among our company, Robocom Systems International Inc. and Michael Campbell (incorporated herein by reference to Exhibit 2.1 to our company’s Current Report on Form 8-K as filed with the Commission on December 8, 2011).
14.1		Robocom Systems International Inc. Code of Ethics and Business Conduct (incorporated herein by reference to Exhibit 14.1 to our company’s Current Report filed on Form 8-K as filed with the Commission on September 24, 2004.
14.2		Robocom Systems International Inc. Code of Ethics for Financial Executives and Employees (incorporated herein by reference to Exhibit 14.2 to our company’s Current Report filed on Form 8-K as filed with the Commission on September 24, 2004.
31.1		Certification of our company’s Chief Executive Officer and Chief Financial Officer, Michael B. Campbell, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of our company’s Chief Executive Officer and Chief Financial Officer, Michael B. Campbell, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

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