AgriEuro Corp. - FORM 10-Q - October 27, 2015

Attached files

file	filename
EX-31.1 - AgriEuro Corp.	ex31-1.htm
EX-32.1 - AgriEuro Corp.	ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended September 30, 2015
OR

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

Commission file number 333-196109

AGRIEURO CORP.

(Exact name of registrant as specified in its charter)

Nevada

(State or Other Jurisdiction of Incorporation or Organization)

41-2282815

(IRS Employer Identification Number)

0100

(Primary Standard Industrial Classification Code Number)

Sos. Iancului Nr. 60, Apt. 1, Sector 2

Bucuresti, Romania 021727

+1.212.655.9818

(Address and telephone number of principal executive offices)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller reporting company [X]

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 256,000,000 as of October 23, 2015.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited)	3
	Balance Sheets	4
	Statements of Operations	5
	Statements of Stockholders’ Equity	6
	Statements of Cash Flows	7
	Notes to Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II OTHER INFORMATION
Item 1	Legal Proceedings	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3	Defaults Upon Senior Securities	19
Item 4	Mine Safety Disclosures	19
Item 5	Other Information	19
Item 6	Exhibits	19
	Signatures	19

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying interim financial statements of AgriEuro Corp. (the “Company”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, change of equity, results of operations, and cash flows of the Company for the interim periods presented.

AgriEuro Corp.

INDEX TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Nine Months Ended September 30, 2015 and 2014

(Unaudited)

TABLE OF CONTENTS

	Page

Condensed Consolidated Balance Sheets	4

Condensed Consolidated Statements of Operations	5

Condensed Consolidated Statements of Stockholders’ Equity	6

Condensed Consolidated Statements of Cash Flows	7

Notes to the Interim Condensed Consolidated Financial Statements	8

AgriEuro Corp.

Condensed Consolidated Balance Sheets

(Unaudited)

	September 30, 2015			December 31, 2014
ASSETS

Current Assets
Cash and cash equivalents	$	12,880		$	4,882
Accounts receivable		95,884			-
Inventory		37,528			71,714
Other current assets		41,257			6,674
Total Current Assets		187,549			83,270
Property, plant and equipment, net		4,188,757			4,141,437
TOTAL ASSETS		4,376,306			4,224,707

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued liabilities	$	104,401		$	35,677
Short term notes payable - related parties		1,698,997			1,611,653
Total Current Liabilities		1,803,398			1,647,330
Notes payable - related party		492,805			155,979
TOTAL LIABILITIES		2,296,203			1,803,309

Commitments and Contingencies		-			-

STOCKHOLDERS' EQUITY
Common stock, par value $0.001, 750,000,000 shares authorized,
256,000,000 and 172,000,000 shares issued and outstanding, respectively		256,000			172,000
Additional paid-in capital		2,983,766			3,082,669
Accumulated deficit		(687,376	)		(464,352	)
Accumulated other comprehensive loss		(517,737	)		(368,919	)
Total AgriEuro Corp. Stockholders' Equity		2,034,653			2,421,398
Noncontrolling interest		45,450			-
TOTAL STOCKHOLDERS' EQUITY		2,080,103			2,421,398
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	4,376,306		$	4,224,707

* the amounts from December 31, 2014 are derived from audited information

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

AgriEuro Corp.

Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014

REVENUES	$	151,480		$	-		$	151,480		$	-
COST OF GOODS SOLD		129,533			-			129,533			-
GROSS PROFIT		21,947			-			21,947			-

OPERATING EXPENSES
General and administrative		79,916			11,093			154,786			58,909
Professional fees		15,639			-			29,035			-
Total Operating Expenses		95,555			11,093			183,821			58,909

Operating Loss		(73,608	)		(11,093	)		(161,874	)		(58,909	)

OTHER EXPENSE
Interest expense – related party		(22,219	)		(22,310	)		(63,968	)		(67,877	)
Total Other Expense		(22,219	)		(22,310	)		(63,968	)		(67,877	)

LOSS FROM OPERATION BEFORE INCOME TAXES		(95,827	)		(33,403	)		(225,842	)		(126,786	)

Income taxes		-			-			-			-

NET LOSS		(95,827	)		(33,403	)		(225,842	)		(126,786	)
Net loss attributable to the noncontrolling interest		1,417			-			2,818			-
NET LOSS ATTRIBUTABLE TO THE SHAREHOLDERS OF AGRIEURO CORP.		(94,410	)		(33,403	)		(223,024	)		(126,786	)

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustments		55,768			(212,041	)		(152,478	)		(191,719	)
Other comprehensive gain (loss) attributable to the noncontrolling interest		(1,338	)		-			3,660			-
OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO
THE SHAREHOLDERS OF AGRIEURO CORP.		54,430			(212,041	)		(148,818	)		(191,719	)

NET LOSS AND OTHER COMPREHENSIVE INCOME (LOSS)	$	(39,980	)	$	(245,444	)	$	(371,842	)	$	(318,505	)

Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Basic and Diluted Weighted Average Common Shares Outstanding		256,000,000			172,000,000			237,245,421			172,000,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

AgriEuro Corp.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

	AgriEuro Corp. Shareholders

	Common Stock
	Number of Shares		Amount		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Noncontrolling Interest			Total Stockholders' Equity

Balance - December 31, 2014		172,000,000		172,000		3,082,669			(464,352	)		(368,919	)		-			2,421,398
Reverse acquisition adjustment		84,000,000		84,000		(162,871	)		-			-			51,928			(26,943	)
Imputed interest		-		-		63,968			-			-			-			63,968
Net loss		-		-		-			(223,024	)		-			(2,818	)		(225,842	)
Other comprehensive loss		-		-		-			-			(148,818	)		(3,660	)		(152,478	)
Balance - September 30, 2015		256,000,000	$	256,000	$	2,983,766		$	(687,376	)	$	(517,737	)	$	45,450		$	2,080,103

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

AgriEuro Corp.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended			Nine Months Ended
	September 30,			September 30,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(223,024	)	$	(126,786	)
Adjustments to reconcile net loss to net cash from operating activities:
Net loss contributed to noncontrolling interest		(2,818	)		-
Non-cash interest expense		63,968			67,877
Depreciation		19,987			-
Changes in operating assets and liabilities:
Accounts receivable		(95,884	)		-
Inventory		34,186			(41,715	)
Other assets		(34,583	)		(19,685	)
Accounts payable and accrued liabilities		68,725			44,864
Liabilities assumed in reverse acquisition		(26,960	)		-
Net cash used in operating activities		(196,403	)		(75,445	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash received from reverse acquisition		17			-
Capital expenditures		(218,302	)		(5,371	)
Net cash used in investing activities		(218,285	)		(5,371	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds borrowing from related parties		435,037			65,846
Repayment to related parties		(9,303	)		-
Issuance of common stock for cash		-			73
Net cash provided by financing activities		425,734			65,919

Effects on changes in foreign exchange rate		(3,048	)		15,167

Net increase in cash and cash equivalents		7,998			270
Cash and cash equivalents - beginning of period		4,882			79
Cash and cash equivalents - end of period	$	12,880		$	349

Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-cash capital expenditures	$	107,082		$	71,560

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

AgriEuro Corp.

Notes to the Interim Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2015

(Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS AND LIQUIDITY

AgriEuro Corp. (the “ Company”) was incorporated in the State of Nevada on October 24, 2013 as Artex Corp. and on August 24, 2015 formally changed its name to AgriEuro Corp. The Company was originally formed to sell popcorn from mobile carts in Poland. However, we were never able to commence such operations. The Company has now entered into the business of agriculture, aquaculture and hospitality through our merger.

On June 8, 2015, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Speed Flyer Limited (“SFL”), a Seychelles corporation, whereby the Company issued 800,000 shares of its common stock in exchange for 97.6% of the issued and outstanding equity interests of S.C. PISCICOLA TOUR AP PERITEASCA S.R.L. (“SRL”), a Romanian limited liability company (See NOTE 7). In addition, as of the date of the merger, we changed our fiscal year end to that of December 31 to align us with our now majority owned operating subsidiary.

On August 25, 2015, the Company entered into a statutory merger with its wholly-owned subsidiary, AgriEuro Corp. The effect of such merger is that the Company was the surviving entity and changed its name to AgriEuro Corp. On August 25, 2015, the Company changed its trading symbol to “EURI”.

On August 25, 2015, Company filed a Certificate of Amendment with the Nevada Secretary of State whereby it amended its Articles of Incorporation by increasing the Company's authorized number of shares of common stock from 75 million to 750 million and increasing all of its issued and outstanding shares of common stock at a ratio of forty (40) shares for every one (1) share held. These financial statements incorporate the 40:1 forward split as if it occurred at the inception of the Company.

As of September 30, 2015, the Company has a working capital deficit of approximately $1.62 million and expect only approximately $40,000 in sales from the last of its reed inventory in 2015. Due to the nature of the Company’s business, the next possible timing for reed sales will occur in April 2016 after the winter harvest is completed sometime around March 2016. The Company to date has received substantial funding and has generally been able to obtain waivers to extend its debt from its related parties. Should its related parties decline to provide further funding in 2016, this could result in the Company experiencing cash flow difficulties, especially prior to its next sales cycle in April 2016. The Company is expecting to offer its stock in a public offering in the fourth quarter of 2015 into the first quarter of 2016 in order to satisfy its working capital needs in the agricultural and aquaculture industries and also to begin the process of expanding into the hospitality business.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company prepares its financial statements in accordance with rules and regulations of the Securities and Exchange Commission ("SEC") and accounting principles generally accepted ("GAAP") in the United States of America. The accompanying interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the Company's opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended December 31, 2014 contained in the Company's Form 8-K filed on June 11, 2015.

Basis of Consolidation

These financial statements include the accounts of the Company and its subsidiary SRL, All material intercompany balances and transactions have been eliminated.

Foreign Currency Translation

The Company’s functional currency is US dollar. SRL’s functional currency is Romania Lei and thus SRL’s financial statements are translated into US dollar using current exchange rates. The U.S. dollar effects that arise from translating the net assets of the company at changing rates are recorded in the foreign currency translation account, which is included in Accumulated other comprehensive income (loss) (“AOCI”) and reflected as a separate component of equity.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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.

Accounts Receivable

The Company's accounts receivable consists of trade receivables from customers. The Company evaluates the collectability of its accounts receivable on an on-going basis and write off the amount when it is considered to be uncollectible. The Company does not have allowance for doubtful accounts. As at September 30, 2015 and 2014, the Company had $95,884 and $0 accounts receivable, respectively.

Concentrations

100% of the revenues and accounts receivable balance as of and for the nine months ended September 30, 2015 were derived from one customer.

Inventory

Readily marketable inventories are agricultural commodity inventories that are readily convertible to cash because of their commodity characteristics, widely available markets and international pricing mechanisms. Readily marketable inventories are valued at fair value. These agricultural commodity inventories have quoted market prices in active markets, may be sold without significant further processing and have predictable and insignificant disposal costs. Changes in the fair values of merchandisable agricultural commodities inventories are recognized in earnings as a component of cost of goods sold. As of September 30, 2015 and December 31, 2014, the Company had no readily marketable inventories.

Inventories other than readily marketable inventories are stated at the lower of cost or market by inventory product class. Cost is determined using primarily the first in-first out method.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and are depreciated using the straight-line method over the assets’ estimated useful lives. Principal useful lives are as follows:

Buildings	Held for development
Machinery and equipment	4 - 12 years
Vehicles	4 - 8 years

Normal maintenance and repairs for property and equipment are charged to expense as incurred, while significant improvements that increase the useful life or increase the productive capacity of the asset are capitalized.

Impairment or Disposal of Long-Lived Assets

At each balance sheet date or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, management of the Company evaluates the recoverability of such assets. An impairment loss is recognized if the amount of undiscounted cash flows is less than the carrying amount of the asset, in which case the asset is written down to fair value. The fair value of the asset is measured by either quoted market prices or the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved. The Company has evaluated the carrying values of its assets as of September 30, 2015 and has determined that no impairment is required.

Revenue Recognition

The Company will recognize revenue from the sale of products and services in accordance with ASC 605,"Revenue Recognition." The Company will recognize revenue only when all of the following criteria have been met:

i) Persuasive evidence for an agreement exists;

ii) Services have been provided or the goods have been delivered;

iii) The fee is fixed or determinable; and,

iv) Collection is reasonably assured.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements.

NOTE 3 – INVENTORY

The following table shows our inventories, at lower of cost or market:

	September 30, 2015		December 31, 2014

Reed costs	$	32,952	$	59,540
Fuel		3		10,716
Other		4,573		1,458
	$	37,528	$	71,714

NOTE 4 – PROPERTY, PLANT, AND EQUIPMENT

In 2011, the predecessor entity to the Company’s subsidiary SRL acquired certain property and equipment included in the table below under “Buildings and related structures (idle and held for development)” from an unrelated third party for a purchase price of Euro 3.5 million. In March 2012, the predecessor entity created three brother sister companies, of which one was SRL and spun the companies out to the owner of the predecessor company. Immediately after the creation of SRL, the predecessor company then transferred those assets noted below and certain related liabilities at their historical cost to SRL.

Fixed assets consist of the following:

	September 30, 2015			December 31, 2014

Land and land improvements	$	10,236		$	-
Buildings and related structures (idle and held for development)		3,810,774			4,064,026
Fixture		4,253			-
Machinery and equipment		242,989			36,796
Vehicles		127,207			53,147
Construction in progress		25,036			-
		4,220,495			4,153,969
Less accumulated depreciation		(31,738	)		(12,532	)
	$	4,188,757		$	4,141,437

For the nine months ended September 30, 2015 and September 30, 2014, depreciation expense was $19,653 and $6,659, respectively, of which $19,653 and $6,659 was included in reed costs inventory as of September 30, 2015 and 2014. The Company will commence depreciation on the buildings and related structures upon completion of work required to bring them to a usable state in its agriculture businesses.

NOTE 5 – ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

	September 30, 2015		December 31, 2014

Accounts payable	$	69,796	$	-
Accrued payroll and related taxes		5,877		5,177
Accrued professional fees		28,728		30,500
	$	104,401	$	35,677

NOTE 6 – RELATED PARTIES TRANSACTIONS

Notes Payable

In 2011, the predecessor company to SRL was advanced approximately $1.6 million from S.C. Rondo Invest S.R.L., a company affiliated directly with the former owner of SRL, to fund part of the Euro 3.5 million purchase price of the assets more fully described in Note 4. In 2012, upon formation of SRL and transfer of the buildings and related structures, the predecessor also transferred the related party advance to SRL. In July 2014, the new owner of SRL acquired the related party advance directly from S.C. Rondo Invest S.R.L and entered into a formal short term note with SRL. The note has a 1 year maturity, is non-interest bearing and is unsecured.

In 2014, SRL received gross proceeds of approximately $236,000 and issued 1 year promissory notes in an aggregate amount of $80,000 and three year promissory notes of $156,000. All of the notes are unsecured and are non-interest bearing. In 2014, the majority shareholder of SRL made payments directly to suppliers for approximately $72,000 and entered into 1 year unsecured, non-interest bearing notes for those amounts.

During the nine months ended September 30, 2015, SRL received gross proceeds of approximately $368,000 and signed promissory notes in the aggregate principal amount of $337,000 in three year notes and approximately $31,000 in 1 year notes. All of the notes are non-interest bearing.

During the nine months ended September 30, 2015, SRL repaid approximately $9,000 short-term loans.

During the nine months ended September 30, 2015 and 2014, SRL imputed interest of $63,968 and $67,877, respectively.

Advance from related party

During the nine months ended September 30, 2015, a company related to management of SRL advanced approximately $107,000 for the purchase of a vehicle to be used in the reed production operations. This was a non-cash transaction.

During the nine months ended September 30, 2015, one of the Company’s shareholder advanced approximately $60,000 to provide the Company with additional working capital.

NOTE 7 - EQUITY

The Company has 750,000,000, $0.001 par value shares of common stock authorized.

On June 10, 2015, the Company completed the acquisition of 97.6% of the issued and outstanding equity interests of SRL from Speed Flyer Limited. Immediately prior to the closing of the acquisition, Speed Flyer Limited entered into an agreement with the majority shareholder of SRL in which the shareholder agreed to exchange 97.6% of the outstanding equity interests of SRL for 80% of the issued and outstanding shares of Speed Flyer Limited.

The completion of the Share Exchange Agreement acquisition has resulted in the Company ceasing to be a “shell company” as that term is defined in Rule 405 promulgated by the Securities and Exchange Commission under the Securities Act of 1933. Because the former SRL shareholder is now the majority shareholder of the Company, the transaction was treated as a recapitalization of SRL and following the merger, the financial statements of the Company became those of SRL and the financial statements of the Company prior to the merger were cease.

On August 25, 2015, Company filed a Certificate of Amendment with the Nevada Secretary of State whereby it amended its Articles of Incorporation by increasing the Company's authorized number of shares of common stock from 75 million to 750 million and also completed a forward split of its common stock by 40:1. These financial statements reflect the forward split as if it occurred as of the inception of the Company.

NOTE 8 – CONCESSIONS AND LEASES

On October 22, 2014, SRL entered into a concession agreement with the local government of the county of Tulcea, Romania. The concession agreement gives SRL the right to engage in any trade or business on the approximately 1,700 hectares it acquired rights to from its predecessor. The contract has an initial term of 10 years, extendable at the option of SRL for an additional 5 years, subject to the requirement that SRL invest a minimum of approximately $542,000 at December 31, 2014 exchange rates, over the first three years of the concession contract, to improve the existing structures on the 1,700 hectares that are the subject of the concession. SRL expects to invest more than the $542,000 minimum required in the concession contract and expects to extend the contract for a full 15 years. In addition, the concession contract requires a minimum yearly royalty (lease payment) of approximately $81,000 per year, at December 31, 2014 exchange rates. The local governing body has limited veto rights over what customers SRL may sell the agricultural and aquaculture products its produces, but has no ability to set prices. In addition to the minimum royalty (lease) payment, SRL also must pay a royalty to the local governing body in the amount of approximately $5.96 per gross tonne for the reeds harvested on the land under the concession contract.

Rent expense under the concession for the nine months ended September 30, 2015 and 2014 was approximately $58,000 and $0, respectively and approximately $29,000 and $0 was included in the reed cost inventory at September 30, 2015 and September 30, 2014, respectively.

NOTE 9 – SUBSEQUENT EVENT

During October 1, 2015 to October 31, 2015, 24,780 bundles of processed reeds were delivered. As at October 31, 2015, all processed reed were delivered and the Company does not have any un-processed reeds on site.

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

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Overview

We intend for this discussion to provide information that will assist in understanding our financial statements, the changes in certain key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements.

Corporate History

Artex Corp. was incorporated on October 24, 2013, under the laws of the State of Nevada to engage in any lawful corporate undertaking, with the specific intended business activity of selling popcorn from mobile carts in Poland.

In addition to a change in control of its management and shareholders, until recently the Registrant's business activities to date have been limited to attempting to implement its business plan, issuing shares and filing a registration statement on Form S-1 pursuant to the Securities Act of 1934.

On June 9, 2015, the Company completed a share exchange with Speed Flyer Limited, a Seychelles corporation (“SFL”), which is the Registrant’s largest shareholder, which at the time of entering into this Agreement held 62.5% of our issued and outstanding shares of common stock, whereby the Registrant issued to SFL 800,000 shares in exchange for 97.6% of S.C. Piscicola Tour A.P. Periteasca S.R.L., a Romanian limited liability company (“SRL”). As a result of this transaction, the Company become the majority shareholder of SFL, the officers and directors of SRL, Radu Cosmin Monda, Valer Monda and Eduard George Tiparthe, became officers and directors of the Company and the Company’s sole officer and director, Guo Chuang Cheng, resigned.

The transaction has been accounted for as a recapitalization of SRL as the majority shareholder of SRL is now majority shareholder of the Company and the Company was a shell company under the 1934 Securities and Exchange Act at the time of the merger.

SRL was incorporated in 2012 in Romania in order to hold certain assets spun out of S.C. Piscicola Tour AP S.R.L. by the former owners. In 2014 SRL commenced operations in the agriculture industry, the only operating segment of the Company, when it commenced farming operations of reeds on its property located outside of Constanta, Romania, pursuant to a concession agreement with the local government that allows SRL to sell the economic products produced on its property. The reeds are sold to SRL’s customers and then processed into insulation used in the construction of residential and commercial structures. In June 2015, SRL commenced aquaculture operations and has started making plans for its resort. During the quarter ended September 30, 2015, the Company commenced preparations to expand its operations by planning for a new luxury hotel on additional property it owns outside of Constanta, Romania. To that end, the Company engaged architectural and construction firm Tehnomontaj Construct SRL. Tehnomontaj completed its geotechnical study at the end of October 2015 and plans to begin work on a 2D design in November 2015.

Business Overview

SRL intends to further develop the 1,709 hectares of land it owns in the Periteasca - Leahova area, on the administrative territory of Murighiol locality, Tulcea County, between the Black Sea, Grindul Lupilor and Lagoon Complex Razim – Sinoe, Romania. Such land is the basis of SRL conducting reed farming, fish farming and constructing then operating a luxury resort property, including a planned complex with bungalows/cabins on the Danube Delta. The property acquired by the predecessor of the Company included significant infrastructure upgrades made in the late 1970’s and 1980’s to facilitate the reed harvest and aquaculture businesses, however, those infrastructure upgrades have not been properly maintained in the past two decades. As part of the 10 year concession agreement entered into in October 2014 with the local government in the Periteasca – Leahova area, the Company may extend its concession agreement a further 5 years if it invests a minimum of approximately $542,000 at December 31, 2014 exchange rates into upgrading the current structures on the property on or before October 2017. The Company has thus far spent approximately $200,000 on property upgrades, including unclogging channels, repairing pumping stations and repairs on the dam. The Company expects that the entire minimum amount of $542,000 will be met some time in 2016, well before the October 2017 deadline

RESULTS OF OPERATION

During this quarter ended September 30, 2015, we commenced realizing revenue for the first time. This revenue was generated entirely by our reed farming business. However, the revenue that we have started to generate was not sufficient to generate net profits for the quarter. We have therefore continued to incur net losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating and expansion requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Three Month Period Ended September 30, 2015, compared to Three Month Period Ended September 30, 2014

We generated gross profit of $21,947 on $151,480 of revenue from the sale of reed bundles during the three month period ended September 30, 2015. Our net loss from operations for the three month period ended September 30, 2015 was $95,827, compared to a net loss from operations of $33,403 during the three month period ended September 30, 2014. We did not generate any revenue during the three month period ending September 30, 2014.

We had expected to sell 250,000 reed bundles at approximately an average selling price of Euro 1.60 per bundle under a contract with a third party we negotiated in the first quarter of 2015 in the second quarter of 2015. Due to our inexperience in our first harvest, we encountered logistical problems that led to significant delays in being able to deliver the quantity and quality of reeds to the final shipping point. Because of these issues, we ended up being able to sell only approximately 99,000 bundles as of September 30, 2015 and realized only approximately an average of Euro 1.30 per bundle. As of September 30, 2015 we had remaining approximately 24,000 bundles and expect to realize the same Euro 1.30 average per remaining bundle in Q4 2015. We believe that our issues in our first harvest will be corrected prior to completion of the next harvest, which commences in November 2015 and will end approximately the end of March 2016.

Our logistical issues also led us to expend significant effort and expense over and above what we had originally planned. Our cost of revenues was significantly negatively impacted as we were unable to transport our reed harvest via waterway, and instead had to contract labor and fuel to transport via truck over bad terrain to move our harvested reeds to staging areas for sortation and then again to the warehouse designated as the delivery point. We expect that in 2016 that we will have implemented our plans to have waterborne transportation available that will significantly reduce our cost of revenues in 2016 on a percentage basis vs. those incurred in 2015.

During the three month period ended September 30, 2015, we incurred general and administrative expenses of $79,916 and professional fees of $15,639, compared to $11,093, and nil, respectively, incurred during the three month period ended September 30, 2014. The increase in general and administrative expenses was due to the costs associated with conducting the operations of SRL. The increase in professional fees was related to the costs of preparing and filing periodic reports as an SEC registered company.

Nine Month Period Ended September 30, 2015, compared to Nine Month Period Ended September 30, 2014

We generated gross profit of $21,947 on $151,480 of revenue from the sale of reed bundles during the nine month period ended September 30, 2015. Our net loss from operations for the nine month period ended September 30, 2015 was $225,842, compared to a net loss from operations of $126,786 during the nine month period ended September 30, 2014. We did not generate any revenue during the nine month period ending September 30, 2014.

During the nine month period ended September 30, 2015, we incurred general and administrative expenses of $154,786 and professional fees of $29,035, compared to $58,909, and nil, respectively, incurred during the nine month period ended September 30, 2014. The increase in general and administrative expenses was due to the costs associated with conducting generating revenues from the operations of SRL. The increase in professional fees was related to the costs of preparing and filing periodic reports as an SEC registered company.

LIQUIDITY AND CAPITAL RESOURCES

Nine Month Period Ended September 30, 2015

As of September 30, 2015, our current assets were $187,549, compared to $83,270 in current assets at December 31, 2014. The increase in our current assets was primarily because of an increase in our accounts receivable to $95,884 from nil and an increase in our other current assets to $41,257 from $6,674, partially offset by a decrease in our inventory to $37,528 from $71,714.

As of September 30, 2015, our current liabilities were $1,803,398, compared to current liabilities of $1,647,330 as of December 31, 2014. Current liabilities as of September 30, 2015, were comprised of short term notes payable in the amount of $1,698,997 and $104,401 in accounts payable and accrued liabilities. This compares to $1,611,653 in short term notes payable and $35,677 in accounts payable and accrued liabilities, as of December 31, 2014. The increase in our short term notes payable and accounts payable and accrued liabilities was primarily to fund our asset acquisitions which were primarily equipment to be used in the reed harvest and transportation and also to fund our required working capital.

Total Stockholders’ equity decreased from $2,421,398 as of December 31, 2014 to $2,034,653 as of September 30, 2015, due to the aforementioned net loss of $225,842, other comprehensive loss of $152,478 and reverse acquisition adjustment of $26,943, partially offset by imputed interest of $63,968.

PLAN OF OPERATION AND FUNDING

We plan on expanding and growing the business of our acquired subsidiary, SRL.

In October 2014, SRL negotiated a concession contract with the local area government so that it could profit from the use of its property.

Agriculture

SRL entered into an agreement to sell up to a maximum of 250,000 bundles of reeds beginning in May 2015. The reeds have a growing season of mid April through mid November are harvested from mid November through late March each year, after which the land goes through a controlled burn to return it to its initial growing state. The 2015 reed contract includes pass through provisions for normal delivery costs and the Company earns Euro 1.60 per bundle delivered. The Company has experienced delays in the transportation and quality control process of selecting only those reeds that meet the quality standards required of its customer, due primarily to this being the first year of operation. As a result, SRL sold a total of approximately 99,000 bundles for total gross revenues of $151,480 through September 30, 2015. As of October 27, 2015, the Company has sold its remaining inventory of approximately 24,000 bundles of reeds.

Aquaculture

SRL entered the aquaculture business as of June 30, 2015. SRL has a two-pronged approach. It is currently using a large pond on its property to raise organically grown fish with natural replenishment. In addition, SRL is currently upgrading a system of smaller ponds that will hold specially bred fish (several variants of pike, perch, carp etc). The fish will go through a 3 year development cycle with separate ponds for each development year, which will allow for maximum growth potential which will allow SRL to maximize the yield to be received from their sale. We are expecting the first sales of organically grown fish in 2016 and in 2018 for the bred fish. SRL estimates that it will be have 1,600 tons of sales in 2016.

Luxury Resort Property

SRL is currently in the planning stage to develop a luxury resort property within the property area on the Danube River. SRL’s plans are to build a resort property on land built out in the Danube River and also to utilize existing structures to build a number of bungalows/cabins alongside the Danube River delta. These plans are dependent upon obtaining sufficient financing and are therefore subject to significant uncertainty. In the third quarter of 2015, we spent approximately $10,000 to begin the process of improving our land under contract with the county of Tulcea in Romania for our resort. We have no fixed commitments at this time.

To date, SRL has funded operations through one year and three year loans. In 2014, the prior owners of SRL funded approximately $246,000 through loans and in 2015 through June 30, 2015 a further $470,967 was provided. The majority of the proceeds from these loans were used to fund working capital and machinery and equipment purchases for use in the reed harvest and for aquaculture activities.

Currently, the only significant funding commitments the Company currently has is the minimum rental under the concession agreement which amounts to approximately $81,000 annually (due in quarterly installments) at December 31, 2014 exchange rates. In addition, the Company expects to make investments to upgrade the infrastructure in order to extend the concession contract starting in 2016 and expects to make the minimum investment prior to October 2017. The Company expects to re-negotiate extended terms on the shareholder notes so that they become long-term or repayment becomes dependent upon future profitability.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

No report required.

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2015. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the nine month period ended June 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

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

No report required.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM 4. MINE SAFETY DISCLOSURES

No report required.

ITEM 5. OTHER INFORMATION

No report required.

ITEM 6. EXHIBITS

Exhibits:

31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1 Certification pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

101 Interactive data files pursuant to Rule 405 of Regulation S-T.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	AGRIEURO CORP.


	By: /s/ RADU COSMIN MONDA
Dated: October 27, 2015	Radu Cosmin Monda, Chief Executive Officer

Attached files

AgriEuro Corp. Reports

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