UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCWashington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)10-Q

(Mark One)

For the quarterly period ended May 31, 20172018

For the transition period from _____________ to _____________

Commission File Number:file number: 000-55785

AG ACQUISITION GROUP, INC.Acquisition Group, Inc.

(Exact Namename of Registrantregistrant as Specifiedspecified in Its Charter)its charter)

(800) 341-2684

(Registrant’s Telephone Number, Including Area Code)telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 [X] No [  ] No [X]

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

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

As of July 12, 2017,16, 2018, there were 10,000,000 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.

EXPLANATORY NOTE

This Amendment No. 1 to quarterly report on Form 10-Q/A (the “Form 10-Q/A”) amends the registrant’s quarterly report on Form 10-Q for the quarter ended May 31, 2017, initially filed with the Securities and Exchange Commission on July 12, 2017 (the “Original Form 10-Q”).

This Form 10-Q/A is being filed to correct a typographical error in the number of authorized shares shown on the balance sheet and in Note 4 to the unaudited financial statements.

This Form 10-Q/A only amends and restates Item 1 of Part I of the Original Form 10-Q and no other items in the Original Form 10-Q are amended hereby. The foregoing items have not been updated to reflect other events occurring after the Original Form 10-Q or to modify or update those disclosures affected by subsequent events. In addition, pursuant to the rules of the Securities and Exchange Commission, Item 6 of Part II of the Original Form 10-Q has been amended to contain currently-dated certifications from our Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

AG ACQUISITION GROUP II, INC.

INDEX

FORWARD-LOOKING STATEMENTS

Except for any historical information contained herein, the matters discussed in this quarterly report on Form 10-Q contain certain “forward-looking statements’’ within the meaning of the federal securities laws. This includes statements regarding our future financial position, economic performance, results of operations, business strategy, budgets, projected costs, plans and objectives of management for future operations, and the information referred to under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

These forward-looking statements generally can be identified by the use of forward-looking terminology, such as “may,’’ “will,’’ “expect,’’ “intend,’’ “estimate,’’ “anticipate,’’ “believe,’’ “continue’“continue,’’ “plan” or similar terminology, although not all forward-looking statements contain these words. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although we believe that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Important factors that may cause actual results to differ from projections include, for example:

Unless otherwise required by law, we also disclaim any obligation to update our view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this quarterly report on Form 10-Q.

When considering these forward-looking statements, you should keep in mind the cautionary statements in this quarterly report on Form 10-Q and in our other filings with the SEC. We cannot assure you that the forward-looking statements in this quarterly report on Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may prove to be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time-frame, or at all.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

AG Acquisition Group, Inc.

Condensed Consolidated Balance Sheet

As of May 31, 2017

See accompanying notes to consolidated unaudited financial statements.

AG Acquisition Group, Inc.

Condensed Statement of Operations

(UNAUDITED)CONTENTS

AG Acquisitions Group, Inc.

Condensed Balance Sheets

(unaudited)

See accompanying notes to consolidated unauditedthe condensed financial statements.

AG Acquisitions Group, Inc.

Condensed Statements of Operations

(unaudited)

See accompanying notes to the condensed financial statements.

AG Acquisitions Group, Inc.

Condensed Statements of Cash Flows

(Unaudited)

See accompanying notes to the condensed financial statements.

AG Acquisitions Group, Inc.

Condensed Statement of Changes in Stockholders’ Equity

For the Period from March 1, 2017 through May 31, 2017

(UNAUDITED)

See accompanying notes to consolidated unaudited financial statements.

AG Acquisition Group, Inc.

Condensed Statement of Cash Flows

For the Period from March 1, 2017 through May 31, 2017

(UNAUDITED)

See accompanying notes to consolidated unaudited financial statements.

AG ACQUISITION GROUP, INC.

Notes to Condensed Financial StatementsNOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)QUARTER ENDED MAY 31, 2018

(unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

AG Acquisition Group, Inc. (the “Company”) was incorporated in the State of Delaware on February 23, 2017 and established a fiscal year end of February 28. The Company was formed to engage in any lawful businesses.business. The Company’s activities since formation have been limited to issuing shares to its founding shareholders, and setting up its corporate entity. entity, adopting an incentive plan, and entering into the Merger Agreement, as such term is defined below, and amendments thereto and working to consummate the Merger Agreement.

The Company’s initial business plan iswas to seek and engage in an as of yet unidentified merger or acquisition. TheIf the Merger Agreement, as such term is defined below, does not close for any reason, the Company will then return to the foregoing business plan and the Company will not restrict its search to any specific business, industry, or geographical location and the Company may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of the Company’s virtually unlimited discretion to search for and enter into potential business opportunities. The Company has beenwas formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

Merger Agreement and Amendments thereto

On October 23, 2017, the Company entered into a Merger Agreement (the “Merger Agreement”) with AG-GT Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), Global Technology Resources, Inc. (“GTRI”), Gregory Byles, as representative of the shareholders of GTRI (each, a “GTRI Shareholder” and collectively, the “GTRI Shareholders”) and the GTRI Shareholders, pursuant to which the parties agreed that Merger Sub would merge with and into GTRI, with GTRI being the surviving entity (the “Merger”), in accordance with the terms and conditions of the Merger Agreement, as amended. The Merger Agreement, as amended, terminated on April 9, 2018. However, the Company is continuing negotiations regarding the Merger.

Purchase Agreement

On March 22, 2018, the Company entered into a Membership Interest Purchase Agreement, as amended on March 30, 2018 (the “Purchase Agreement”) with National Community Development Fund I, LLC (“NCDF”), Clark Network Systems, Inc. (“CNS”), and Addware, Inc. (“Addware” and together with CNS, the “Sellers”). Mr. John Vasquez, the Company’s Chief Executive Officer, currently controls NCDF and owns a majority of the equity interests of NCDF.

Pursuant to the terms of the Purchase Agreement, the Sellers agreed to sell to NCDF, and NCDF agreed to buy, all of the equity interests (the “Interests”) of Network Professionals Group, LLC (“NPG”) (the “Purchase”). CNS owned 80% of NPG and Addware owned 20% of NPG.

The Purchase closed on March 22, 2018. Pursuant to the terms of the Purchase Agreement, the purchase price for the Interests was $500,000 (the “Purchase Price”) which was to be paid to CNS and Addware pro rata based on their respective ownership of NPG. $100,000 of the Purchase Price was to be paid in cash at closing, with the balance to be paid upon the closing of the Merger, and which was represented by two promissory notes, one issued to CNS in the amount of $320,000 and one to Addware in the amount of $80,000. Due to a mistake in wire transfers at the actual closing, $97,000 was actually paid in cash at closing to CNS and none to Addware, but the parties to the Purchase Agreement have since amended the principal amounts of the promissory notes to provide for the originally intended payments, as between CNS and Addware.

The Purchase Agreement contemplates that, upon the closing of the Merger, NCDF may assign the Interests to the Company, and in return the Company will pay to NCDF the cash that NCDF paid to the Sellers at the closing of the Purchase and would also repay the amounts due and payable under the two promissory notes (and, if determined to be required, the promissory notes may be assigned to the Company prior to such payment).

The maturity date for each of the notes is the earlier of (i) April 15, 2018, or (ii) the first business day following the closing of the Merger. In the event that the Merger does not close, it is not expected that the Interests would be assigned to the Company.

In connection with the Purchase, Brian Clark, the owner of CNS, entered into an employment agreement with GRTI, which may also be assigned to the Company following the closing of the Merger. The Purchase Price for NPG was determined in part based on the added value that Brian Clark is expected to bring to the operations of GTRI and the Company, assuming the Merger closes. Pursuant to the terms of the Purchase Agreement, in the event that Mr. Clark does not generate new business on behalf of GTRI during the term of his employment from new clients who are not clients of the Company as of the closing date, then, upon the termination of Mr. Clark’s employment for any reason, CNS agrees to return to NCDF (or to the Company if NCDF sells and assigns the Interests to the Company), an amount equal to 3% of the difference between (i) $4,582,875, and (ii) the gross amounts actually received by GTRI from new clients during the term of Mr. Clark’s employment. Any return of a portion of the Purchase Price as set forth above will be deemed an adjustment of the Purchase Price originally paid to CNS under the Purchase Agreement.

Name Change

On April 25, 2018, the Board deemed it beneficial to the Company and its shareholders to change the Company’s name from ZIVARO Holdings, Inc. to AG Acquisition Group, Inc. (the “Name Change”). Accordingly, on April 25, 2018, the Company filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate of Incorporation of the Company to effect the Name Change (the “Certificate of Amendment”). The Certificate of Amendment provides that the Name Change shall be effective on April 25, 2018. The Name Change was approved by the Board by written consent in lieu of a meeting on April 25, 2018. Pursuant to Section 242 of the Delaware General Corporation Law, shareholder approval is not required to complete the Name Change and/or to approve or effect the Certificate of Amendment.

NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the regulations of the United States Securities and Exchange Commission. The condensed financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity.

These condensed consolidated unaudited financial statements should be read in conjunction with a reading of the Company’s consolidated financial statements and notes thereto for the year ended February 28, 2018, included in Form 1010-K filed with the SEC on May 2, 2017. 29,2018.

Interim results of operations for the three months ended May 31, 20172018, are not necessarily indicative of future results for the full year. The Company has not earned any revenue from operations since inception.

USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP 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 of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less.

INCOME TAXES

Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of May 31, 20172018, there were no deferred tax assets and liabilities due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

LOSS PER COMMON SHARE

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of May 31, 2017,2018, there are no outstanding dilutive securities.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of financial assets such as cash, and accounts payable, approximate their fair values because of the short maturity of these instruments.

RECENT ACCOUNTING PRONOUNCEMENTS

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

NOTE 3 – GOING CONCERN

The Company has yet to generate any revenue since inception to date and has not yet entered into any agreements.date. The Company had a working capital deficiency of $2,628$20,012 and an accumulated deficit of $1,372$24,012 as of May 31, 2017.2018. The Company’s continuation as a going concern is dependent on its ability to obtain additional financing from its stockholders or other sources, as may be required.

The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The Company currently has no commitments for the purchase of its equity. If the Company is unable to acquire additional working capital, it may not be able to execute its business plan.

NOTE 4 – CONVERTIBLE NOTES PAYABLE- RELATED PARTIES

On July 11, 2017, the Company issued to Leone Group, LLC (“Leone Group”) a promissory note in the aggregate principal amount of $1,000. Leone Group owns 50% of the Company’s outstanding common stock. Laura Anthony, the Company’s Chief Financial Officer, Treasurer, Secretary and director, is the sole stockholder of Leone Group. The note bears interest at a rate of 10% per annum and matures on July 11, 2018. Leone Group has the right at any time to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest into shares of the Company’s common stock at a conversion price equal to 50% of the lowest trading price of the Company’s common stock during the five trading day period ending on the last complete trading day prior to the conversion date.

On July 14, 2017, the Company issued to American Capital Ventures (“ACV”) a promissory note in the aggregate principal amount of $1,000. Howard Gostfrand, the Company’s former Chief Executive Officer and current member of the Company’s Board is the sole owner of ACV. The note bears interest at a rate of 10% per annum and matures on July 14, 2018. ACV has the right at any time to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest into shares of the Company’s common stock at a conversion price equal to 50% of the lowest trading price of the Company’s common stock during the five trading day period ending on the last complete trading day prior to the conversion date.

On August 7, 2017, the Company issued to ACV a promissory note in the aggregate principal amount of $1,500. The note bears interest at a rate of 10% per annum and matures on August 7, 2018. ACV has the right at any time to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest into shares of the Company’s common stock at a conversion price equal to 50% of the lowest trading price of the Company’s common stock during the five trading day period ending on the last complete trading day prior to the conversion date.

On August 8, 2017, the Company issued to Leone Group a promissory note in the aggregate principal amount of $1,500. The note bears interest at a rate of 10% per annum and matures on August 8, 2018. Leone Group has the right at any time to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest into shares of the Company’s common stock at a conversion price equal to 50% of the lowest trading price of the Company’s common stock during the five trading day period ending on the last complete trading day prior to the conversion date.

Because there is no market for the Company’s common stock, the conversion rights did not meet the criteria for derivative classification. However, because the convertible notes are convertible into a variable number of shares based on a fixed dollar amount, the intrinsic value of the conversion feature, which approximates fair value, is presented as a stock settled debt obligation on the accompanying balance sheets. The stock settled debt obligation of $5,000 was offset with a discount on the convertible debt to be amortized into interest expense through the maturity dates of the convertible debt. During the quarter ended May 31, 2018, the Company recognized $1,387 of interest expense including amortization of the debt discount totaling $1,261 and the convertible debt has a balance of $4,205, net of unamortized discounts of $795.

NOTE 45 – STOCKHOLDERS’ EQUITY

Effective February 23, 2017, the Company issued a total of Ten Million (10,000,000)10,000,000 shares of $.0001$0.0001 par value common stock to entities owned and controlled by the Company’s two officers and directors.directors (since such date one of the Company’s officers, Howard Gostfrand resigned from his position as the Company’s Chief Executive Officer on March 30, 2018). The shares were issued for $.0004$0.0004 per share for a total of Four Thousand Dollars ($4,000).$4,000. The Company is authorized to issue 100,000,000 shares of common stock, par value $.0001$0.0001 and 5,000,000 shares of preferred stock, par value $.0001.$0.0001. As of May 31, 2017,2018, there are 10,000,000 shares of common stock and no shares of preferred stock issued and outstanding.

Series A Preferred Stock

On October 18, 2017, the Company filed the Series A Amendment that had the effect of designating 2,000,000 shares of preferred stock as Series A Preferred Stock. The Series A Amendment was approved by the Company’s board of directors on October 18, 2017.

Each share of Series A Preferred Stock has an “original issue price” of $5.50 per share (the “Original Issue Price”). The Series A Preferred Stock is entitled to receive a dividend at a rate of 1% per month, compounded annually, on the Original Issue Price per share, payable on the six month anniversary of the issuance of the applicable share(s) of Series A Preferred Stock, unless extended to the 12 month anniversary of the issuance of the applicable share(s) of Series A Preferred Stock, which extension the Company may make at its election, to the extent that such share(s) of Series A Preferred Stock have not been converted on or before such payment date (the “Dividend”). The Dividend is payable in case or in shares of common stock of the Company, at the election of the Company, at a valuation per share of common stock of $5.50.

In the event of any liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, a merger or consolidation of the Company wherein the Company is not the surviving entity, or a sale of all or substantially all of the assets of the Company (each, a “Liquidation Event”), the Series A Holders are entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of common stock of the Company, an amount equal to the sum of (A) the Original Issue Price per share, plus (B) any accrued but unpaid dividends on the Series A Preferred Stock as of the time of the Liquidation Event. The Series A Preferred Stock does not otherwise participate in any distributions or payments to the holders of the common stock or any other classes of preferred stock of the Company. The Series A Preferred Stock has no voting rights.

Each share of Series A Preferred Stock is convertible into one share of common stock, subject to customary adjustments in the event of a forward or reverse split of the common stock. The conversion may be effected (i) by a holder of the Series A Preferred Stock at any time or (ii) at the election of the Company at any time after the one-year anniversary of the issuance of the applicable shares of Series A Preferred Stock. The Series A Preferred Stock will also automatically convert into common stock upon the effectiveness under the 1933 Act of a re-sale registration statement pursuant to which the shares of common stock into which the Series A Preferred Stock are convertible are registered.

Subject to certain limitations, the holders of Series A Preferred Stock have the right to require the Company to register the shares of common stock resulting from the conversion of the Series A Preferred Stock for sale under the 1933 Act. The registration rights will be as set forth in a registration rights agreement, in form and substance as acceptable to the Company which, at the option of a holder of the Series A Preferred Stock, will be entered into between such holder and the Company.

On March 19, 2018, the Company filed an Amended and Restated Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock. (the “Amended and Restated Certificate of Designations”) with the Secretary of State of the State of Delaware, which amended the terms and conditions of the Series A Convertible Preferred Stock of the Company (the “Series A Stock”) as set forth in the Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock which was filed with the Secretary of State of the State of Delaware on October 18, 2017.

The Amended and Restated Certificate of Designations amended the rights and preferences of the Series A Stock as follows:

Instead of the 1% monthly dividend (compounded annually) on the Series A Preferred Stock accruing and being payable on the 6-month anniversary of issuance (which the Company could elect to extend to 12 months), the dividend now accrues and is added to the $5.50 original “Stated Value” of the Series A Preferred Stock. Thereafter, this additional “Stated Value” is converted into common stock of the Company when the Series A Stock is so converted. As a result, the conversion ratio of the Series A Preferred Stock has been changed from one share of common stock of the Company per share of Series A Preferred Stock to a number of shares of Common Stock equal to the Stated Value of the Preferred Stock divided by $5.50.

The timing for the automatic conversion of the Series A Preferred Stock has been changed from the Series A Preferred Stock being automatically converted on the effectiveness of a re-sale registration statement under the Securities Act of 1933, as amended, for registration of shares of common stock into which the Series A were convertible, to now being automatic conversion on the earlier to occur of (i) the common stock being listed for trading on the NASDAQ stock market and (ii) a minimum of $100,000 of daily dollar trading volume for the common stock on the over-the-counter markets for a consecutive 5 trading day period.

Series B Preferred Stock

On October 18, 2017, the Company filed the Series B Amendment that had the effect of designating three shares of preferred stock as Series B Preferred Stock. The Series B Amendment was approved by the Company’s board of directors on October 18, 2017.

The Series B Preferred Stock is not entitled to receive any dividends and is not entitled to receive any distribution of any of the assets or surplus funds of the Company upon any liquidation, dissolution or winding up of the Company. The Series B Preferred Stock will not participate in any distributions or payments to the holders of the Company’s common stock or any other classes of Company preferred stock.

The Series B Preferred Stock has no voting rights except as set forth below. The prior written consent of affirmative vote of a majority of the Series B Preferred Stock is required in order for the Company to undertake any of the following actions:

Subject to the following sentence, the holders of the Series B Preferred Stock shall be entitled to name three directors to serve on the Company’s board of directors, with one director to be nominated by the holder of each share of Series B Preferred Stock (each, a “Series B Director” and collectively, the “Series B Directors”), and each share of Series B Preferred Stock shall have one vote in the election of such Series B Directors. In order for a holder of a share of Series B Preferred Stock to exercise his, her or its right to nominate a Series B Director, such holder shall have, simultaneously with such nomination or prior to such nomination, voted for the approval of the Series B Directors nominated by the other shares of Series B Preferred Stock. A Series B Director may only be removed upon the unanimous vote of all of the issued and outstanding shares of Series B Preferred Stock.

The shares of Series B Preferred Stock are not transferrable by the holder thereof and shall be redeemed by the Company at a price of $1 per share if the holder ceases to serve as either an officer or director of the Company for any reason. The shares of Series B Preferred Stock are not convertible into any other class of shares of the Company and have no voting rights other than as set forth above. The Series B Preferred Stock is not entitled to receive any dividends or other distributions made by the Company, whether on liquidation on otherwise.

NOTE 56 – RELATED PARTY TRANSACTIONS

As of May 31, 2017,2018, entities owned and controlled by the Company’s sole officers and directors have provided the Company with its only cash for operations. That is,In February 2017, entities owned and controlled by the Company’s sole officers and directors purchased a totalan aggregate of 10,000,000 shares of common stock for a total purchase price of $4,000.$4,000 (since such date one of the Company’s officers, Howard Gostfrand resigned from his position as the Company’s Chief Executive Officer on March 30, 2018).

During the year ended February 28, 2018, the Company issued convertible debt in the aggregate amount of $5,000 to affiliates.

As of the quarter ending May 31, 2018, the Company had advances from related parties of $7,734.

The Company uses the office of an officer and director, without charge. The same officer has also provided legal services to the Company as of May 31, 2017,to date, without charge.

NOTE 7 – SUBSEQUENT EVENTS

None.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following presentation of management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed financial statements, the accompanying notes thereto and other financial information appearing elsewhere in this quarterly report on Form 10-Q. This section and other parts of this quarterly report on Form 10-Q contain forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements.”

Overview

We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s activities since formation have been limited to issuing shares to its founding shareholders, setting up its corporate entity, adopting an incentive plan, and entering into the Merger Agreement, as such term is defined below, and amendments thereto and working to consummate the Merger Agreement. Our current activities are related to seeking to consummate the Merger Agreement. We will use our limited personnel and financial resources in connection with such activities.

We are an emerging growth company that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), that eases restrictions on the sale of securities; and increases the number of shareholders a company must have before becoming subject to the reporting and disclosure rules of the Securities and Exchange Commission (the “SEC”). Our principal business objective for the next 12 months and beyond such time will be to seek to consummate the Merger Agreement, and if for any reason the Merger Agreement does not close, the Company will then seek to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. Weearnings and we will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

Our current activities are relatedRecent Developments

Merger Agreement and Amendments Thereto

On October 23, 2017, the Company entered into a Merger Agreement (the “Merger Agreement”) with AG-GT Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), Global Technology Resources, Inc. (“GTRI”), Gregory Byles, as representative of the shareholders of GTRI (each, a “GTRI Shareholder” and collectively, the “GTRI Shareholders”) and the GTRI Shareholders, pursuant to seekingwhich the parties agreed that Merger Sub would merge with and into GTRI, with GTRI being the surviving entity (the “Merger”). The Merger Agreement, as amended, terminated on April 9, 2018. However, the Company is continuing negotiations regarding the Merger.

Purchase Agreement

On March 22, 2018, the Company entered into a Membership Interest Purchase Agreement, as amended on March 30, 2018 (the “Purchase Agreement”) with National Community Development Fund I, LLC (“NCDF”), Clark Network Systems, Inc. (“CNS”), and Addware, Inc. (“Addware” and together with CNS, the “Sellers”). Mr. John Vasquez, the Company’s Chief Executive Officer, currently controls NCDF and owns a majority of the equity interests of NCDF.

Pursuant to the terms of the Purchase Agreement, the Sellers agreed to sell to NCDF, and NCDF agreed to buy, all of the equity interests (the “Interests”) of Network Professionals Group, LLC (“NPG”) (the “Purchase”). CNS owned 80% of NPG and Addware owned 20% of NPG.

The Purchase closed on March 22, 2018. Pursuant to the terms of the Purchase Agreement, the purchase price for the Interests was $500,000 (the “Purchase Price”) which was to be paid to CNS and Addware pro rata based on their respective ownership of NPG. $100,000 of the Purchase Price was to be paid in cash at closing, with the balance to be paid upon the closing of the Merger, and which was represented by two promissory notes, one issued to CNS in the amount of $320,000 and one to Addware in the amount of $80,000. Due to a mistake in wire transfers at the actual closing, $97,000 was actually paid in cash at closing to CNS and none to Addware, but the parties to the Purchase Agreement have since amended the principal amounts of the promissory notes to provide for the originally intended payments, as between CNS and Addware.

The Purchase Agreement contemplates that, upon the closing of the Merger, NCDF may assign the Interests to the Company, and in return the Company will pay to NCDF the cash that NCDF paid to the Sellers at the closing of the Purchase and would also repay the amounts due and payable under the two promissory notes (and, if determined to be required, the promissory notes may be assigned to the Company prior to such payment).

The maturity date for each of the notes is the earlier of (i) April 15, 2018, or (ii) the first business day following the closing of the Merger. In the event that the Merger does not close, it is not expected that the Interests would be assigned to the Company.

In connection with the Purchase, Brian Clark, the owner of CNS, entered into an employment agreement with GRTI, which may also be assigned to the Company following the closing of the Merger. The Purchase Price for NPG was determined in part based on the added value that Brian Clark is expected to bring to the operations of GTRI and the Company, assuming the Merger closes. Pursuant to the terms of the Purchase Agreement, in the event that Mr. Clark does not generate new business opportunities. Weon behalf of GTRI during the term of his employment from new clients who are not clients of the Company as of the closing date, then, upon the termination of Mr. Clark’s employment for any reason, CNS agrees to return to NCDF (or to the Company if NCDF sells and assigns the Interests to the Company), an amount equal to 3% of the difference between (i) $4,582,875, and (ii) the gross amounts actually received by GTRI from new clients during the term of Mr. Clark’s employment. Any return of a portion of the Purchase Price as set forth above will use our limited personnelbe deemed an adjustment of the Purchase Price originally paid to CNS under the Purchase Agreement.

Name Change

On April 25, 2018, the Board deemed it beneficial to the Company and financial resourcesits shareholders to change the Company’s name from ZIVARO Holdings, Inc. to AG Acquisition Group, Inc. (the “Name Change”). Accordingly, on April 25, 2018, the Company filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate of Incorporation of the Company to effect the Name Change (the “Certificate of Amendment”). The Certificate of Amendment provides that the Name Change shall be effective on April 25, 2018. The Name Change was approved by the Board by written consent in connection with such activities. It may be expected that pursuinglieu of a new business opportunity will involvemeeting on April 25, 2018. Pursuant to Section 242 of the issuanceDelaware General Corporation Law, shareholder approval is not required to complete the Name Change and/or to approve or effect the Certificate of restricted sharesAmendment.

Results of common stock.Operations

The Company has yet to generate any revenue since inception (February 23, 2017) to date. The Company had a working capital deficiency of $20,012 and an accumulated deficit of $24,012 as of May 31, 2018. At May 31, 2017,2018, we had $2,628$2,347 of cash assets and no$22,359 of total liabilities. We have no revenues. The Company’s continuation as a going concern is dependent on its ability to obtain additional financing from its stockholders or other sources, as may be required.

The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The Company currently has no commitments for the purchase of its equity. If the Company is unable to acquire additional working capital, it may not be able to execute its business plan.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We do not currently engage in any business activities that provide cash flow. The costs of seeking to consummate the Merger Agreement, or if such does not close, the costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury or with additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

During the next 12 months we anticipate incurring costs related to:

Laura Anthony, our Chief Executive Officer and a member of our board of directors, currently is providing legal services to the Company without charge.

We believe we will be able to meet the costs of filing Exchange Act reports during the next 12 months through use of funds to be loaned to or invested in us by our management or other investors. However, there is no guarantee that such additional funds will be made available to us or on terms that are favorable to us. If we enter into a business combination with a target entity, we will request the target company to pay the acquisition related fees and expenses as a condition precedent to such an agreement. Our management may also agree to invest or loan money to cover such expenses. To date, we have had no discussions with our management or other investors, regarding funding and no funding commitment for future expenses has been obtained. If in the future we need funds to pay expenses, we will consider these and other yet to be identified options for raising funds and/or paying expenses. If the Merger Agreement does not close, our management, or other investors, does not loan to or invest sufficient funds in us, then we will not be able to meet our SEC reporting obligations and will not be able to attract a private company with which to combine.

We have no source of revenues and will quickly have a stockholders’ deficit. These conditions raise substantial doubt about our ability to continue as a going concern. We will be devoting our efforts to consummating the Merger Agreement, or if the Merger Agreement does not close for any reason, locating merger candidates upon effectiveness of this Form 10 registration statement.candidates. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete the Merger Agreement, or if the Merger Agreement does not close, complete a merger with another company, and ultimately, achieve profitable operations.

TheIf the Merger Agreement does not close for any reason, then the Company may consider a business which has recently commenced operations, is in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. Our management believes that the public company status that results from a combination with the Company will provide such company greater access to the capital markets, increase its visibility in the investment community, and offer the opportunity to utilize its stock to make acquisitions. However, there is no assurance that the Company will have greater access to capital due to its public company status, and therefore a business combination with an operating company in need of additional capital may expose the Company to additional risks and challenges. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Management believes that if the Merger Agreement does not close for any reason, and the Company then seeks another business combination, that there exist numerous private operating businesses seeking the perceived benefits of operating as a publicly registered corporation. Perceived benefits may include increasing equity financing options, providing stock options or similar benefits as incentives to key employees, and achieving liquidity (subject to restrictions of applicable statutes), for all shareholders. Management further believes that certain private operating businesses prefer merging into a publicly registered company so as to eliminate the time and expense of conducting an initial public offering.

We have, and will continue to have, no capital with which to provide the owners of business entities with any cash or other assets. However, owners of these private operating businesses will still incur significant legal and accounting costs in connection with the acquisition of a publicly registered corporation, including the costs of preparing and filing Form 8-Ks, 10-Ks, 10-Qs and agreements and related reports and documents. The Exchange Act specifically requires that within four business days of completion of a merger or acquisition transaction with a private operating business, a Form 8-K be filed containing Form 10 information regarding the private operating company, including audited financial statements.

Continuing Operations, Liquidity and Capital Resources

We have no known demands or commitments and are not aware of any events or uncertainties that will result in or that are reasonably likely to materially increase or decrease our current liquidity. We had no material commitments for capital expenditures as of May 31, 2017.2018.

We plan to satisfy our cash requirements for the next 12 months though our current cash and by borrowing from our management. We expect that money borrowed will be used during the next 12 months to satisfy our operating costs, professional fees and for general corporate purposes. We may explore alternative financing sources, although we have not done so to date.

WeIf the Merger Agreement does not close for any reason, we will use our limited personnel and financial resources in connection with seeking new business opportunities, including seeking an acquisition or merger with an operating company. It may be expected that entering into a new business opportunity or business combination will involve the issuance of a substantial number of restricted shares of common stock. If such additional restricted shares of common stock are issued, the shareholders will experience a dilution in their ownership interest in our company. If a substantial number of restricted shares are issued in connection with a business combination, a change in control may be expected to occur.

There are no limitations in our certificate of incorporation on our ability to borrow funds or raise funds through the issuance of capital stock to effect a business combination. Our limited resources and lack of recent operating history may make it difficult to borrow funds or raise capital. Such inability to borrow funds or raise funds through the issuance of capital stock required to effect or facilitate a business combination may have a material adverse effect on our financial condition and future prospects, including the ability to complete a business combination. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business.

We have no plans to conduct any research and development or to purchase or sell any significant equipment. We do not expect to hire any employees during the next 12 months.

Off-Balance Sheet ArrangementsCritical Accounting Policies and Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP 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 of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cash

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less.

Income Taxes

Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of May 31, 2017, we2018, there were no deferred tax assets and liabilities due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

Loss Per Common Share

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of May 31, 2018, there are no outstanding dilutive securities.

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not have any off-balance sheet arrangements that have or are reasonably likelynot believed by management to have a currentmaterial impact on the Company’s present 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. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.statements.

Off-Balance Sheet Arrangements

None.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures as of May 31, 2017.2018. Based on such review and evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of May 31, 2017,2018, the disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the fiscal quarter ended May 31, 20172018, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material litigation, nor, to the knowledge of management, is any litigation threatened against us that may materially affect us.

Item 1A. Risk Factors

None.We are a Smaller Reporting Company and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a) Not applicable.

(b) During the quarter ended May 31, 2017,2018, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

Item 6. Exhibits

SIGNATURES

Pursuant to the requirements 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.