Cover
Cover - shares | 9 Months Ended | |
May 31, 2020 | Jul. 10, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Agentix Corp. | |
Entity Central Index Key | 0001603345 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | May 31, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Common Stock Shares Outstanding | 31,738,884 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Balance Sheets
Balance Sheets - USD ($) | May 31, 2020 | Aug. 31, 2019 |
Current Assets | ||
Cash | $ 17 | $ 93 |
Total current assets | 17 | 93 |
Computer Equipment | ||
Computer equipment | 1,328 | 1,328 |
Accumulated depreciation | (1,328) | (1,328) |
Computer equipment, net | 0 | 0 |
Total assets | 17 | 93 |
Current Liabilities | ||
Accounts payable | 15,734 | 7,245 |
Accounts payable - related party | 0 | 5,250 |
Accrued expenses - related party | 27,970 | 3,712 |
Convertible note payable, related party, net of unamortized discount | 0 | 24,671 |
Total current liabilities | 43,704 | 40,878 |
Long Term Liabilities | ||
Convertible note payable, related-party | 0 | 85,000 |
Total liabilities | 43,704 | 125,878 |
Commitments and Contingencies | 0 | 0 |
Stockholders' Deficit | ||
Preferred stock par value $0.001: 25,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock par value $0.001: 50,000,000 shares authorized; 3,806,613 shares issued and outstanding as of May 31, 2020 (unaudited) and 2,551,901 shares issued and outstanding as of August 31, 2019 | 3,807 | 2,552 |
Additional paid-in capital | 45,296,340 | 43,904,787 |
Accumulated deficit | (45,343,834) | (44,033,124) |
Total stockholders' deficit | (43,687) | (125,785) |
Total liabilities and stockholders' deficit | $ 17 | $ 93 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | May 31, 2020 | Aug. 31, 2019 |
Stockholders' Deficit | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 3,806,613 | 2,551,901 |
Common stock, shares outstanding | 3,806,613 | 2,551,901 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2020 | May 31, 2019 | May 31, 2020 | May 31, 2019 | |
Statements of Operations (Unaudited) | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Expenses | ||||
Professional fees | 1,287,858 | 8,441 | 1,304,609 | 44,943 |
Salary and wages - officers | 0 | 20,000 | 0 | 60,000 |
General and administrative expenses | 1,497 | 2,005 | 1,577 | 4,340 |
Total operating expenses | 1,289,355 | 30,446 | 1,306,186 | 109,283 |
Loss from Operations | (1,289,355) | (30,446) | (1,306,186) | (109,283) |
Other Expense | ||||
Interest expense, net | 0 | 1,481 | 4,524 | 6,741 |
Other expense, net | 0 | 1,481 | 4,524 | 6,741 |
Loss before Income Tax Provision | (1,289,355) | (31,927) | (1,310,710) | (116,024) |
Income Tax Provision | 0 | 0 | 0 | 0 |
Net Loss | $ (1,289,355) | $ (31,927) | $ (1,310,710) | $ (116,024) |
Loss per share | ||||
- Basic and Diluted | $ (0.38) | $ (0.03) | $ (0.46) | $ (0.11) |
Weighted average common shares outstanding | ||||
- Basic and Dilutedss | 3,421,998 | 1,104,100 | 2,844,160 | 1,104,100 |
Statements of Changes in Stockh
Statements of Changes in Stockholders (Deficit) (Unaudited) - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance, shares at Aug. 31, 2018 | 2,551,901 | |||
Balance, amount at Aug. 31, 2018 | $ (53,133) | $ 2,552 | $ 43,844,787 | $ (43,900,472) |
Net loss | (45,324) | 0 | 0 | (45,324) |
Contribution to capital | 20,000 | $ 0 | 20,000 | 0 |
Balance, shares at Nov. 30, 2018 | 2,551,901 | |||
Balance, amount at Nov. 30, 2018 | (78,457) | $ 2,552 | 43,864,787 | (43,945,796) |
Balance, shares at Aug. 31, 2018 | 2,551,901 | |||
Balance, amount at Aug. 31, 2018 | (53,133) | $ 2,552 | 43,844,787 | (43,900,472) |
Net loss | (116,024) | |||
Balance, shares at May. 31, 2019 | 2,551,901 | |||
Balance, amount at May. 31, 2019 | (109,157) | $ 2,552 | 43,904,787 | (44,016,496) |
Balance, shares at Nov. 30, 2018 | 2,551,901 | |||
Balance, amount at Nov. 30, 2018 | (78,457) | $ 2,552 | 43,864,787 | (43,945,796) |
Net loss | (38,773) | 0 | 0 | (38,773) |
Contribution to capital | 20,000 | $ 0 | 20,000 | 0 |
Balance, shares at Feb. 28, 2019 | 2,551,901 | |||
Balance, amount at Feb. 28, 2019 | (97,230) | $ 2,552 | 43,884,787 | (43,984,569) |
Net loss | (31,927) | 0 | 0 | (31,927) |
Contribution to capital | 20,000 | $ 0 | 20,000 | 0 |
Balance, shares at May. 31, 2019 | 2,551,901 | |||
Balance, amount at May. 31, 2019 | (109,157) | $ 2,552 | 43,904,787 | (44,016,496) |
Balance, shares at Aug. 31, 2019 | 2,551,901 | |||
Balance, amount at Aug. 31, 2019 | (125,785) | $ 2,552 | 43,904,787 | (44,033,124) |
Shares issued for conversion of debt, shares | 4,712 | |||
Shares issued for conversion of debt, amount | 117,808 | $ 5 | 117,803 | 0 |
Net loss | (9,556) | $ 0 | 0 | (9,556) |
Balance, shares at Nov. 30, 2019 | 2,556,613 | |||
Balance, amount at Nov. 30, 2019 | (17,533) | $ 2,557 | 44,022,590 | (44,042,680) |
Balance, shares at Aug. 31, 2019 | 2,551,901 | |||
Balance, amount at Aug. 31, 2019 | (125,785) | $ 2,552 | 43,904,787 | (44,033,124) |
Net loss | (1,310,710) | |||
Balance, shares at May. 31, 2020 | 3,806,613 | |||
Balance, amount at May. 31, 2020 | (43,687) | $ 3,807 | 45,296,340 | (45,343,834) |
Balance, shares at Nov. 30, 2019 | 2,556,613 | |||
Balance, amount at Nov. 30, 2019 | (17,533) | $ 2,557 | 44,022,590 | (44,042,680) |
Net loss | (11,799) | $ 0 | 0 | (11,799) |
Balance, shares at Feb. 29, 2020 | 2,556,613 | |||
Balance, amount at Feb. 29, 2020 | (29,332) | $ 2,557 | 44,022,590 | (44,054,479) |
Net loss | (1,289,355) | $ 0 | 0 | (1,289,355) |
Shares issued for legal services, shares | 333,000 | |||
Shares issued for legal services, amount | 339,660 | $ 333 | 339,327 | 0 |
Shares issued to director and officer, shares | 917,000 | |||
Shares issued to director and officer, amount | 935,340 | $ 917 | 934,423 | 0 |
Balance, shares at May. 31, 2020 | 3,806,613 | |||
Balance, amount at May. 31, 2020 | $ (43,687) | $ 3,807 | $ 45,296,340 | $ (45,343,834) |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
May 31, 2020 | May 31, 2019 | |
Cash Flows from Operating Activities | ||
Net loss | $ (1,310,710) | $ (116,024) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 0 | 140 |
Amortization of discount on derivative liabilities | 329 | 2,943 |
Stock issued for services | 1,275,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts payable and accounts payable - related party | 22,608 | (7,711) |
Accrued expenses | 12,697 | 58,591 |
Net Cash Used in Operating Activities | (76) | (62,061) |
Net Cash Used in Investing Activities | 0 | 0 |
Cash Flows from Financing Activities | ||
Proceeds from convertible notes payable, related parties | 0 | 60,000 |
Net Cash Provided by Financing Activities | 0 | 60,000 |
Net Change in Cash | (76) | (2,061) |
Cash - beginning of reporting period | 93 | 2,125 |
Cash - end of reporting period | 17 | 64 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 0 | 3,798 |
Income tax paid | 0 | 0 |
Non Cash Financing and Investing Activities | ||
Exercise of conversion of debt and accrued interest - related party | 117,808 | 0 |
Issuance of stock split effected in the form of a dividend | 2,531 | 0 |
Capital contribution related to salaries waived | $ 0 | $ 60,000 |
Organization and Operations
Organization and Operations | 9 Months Ended |
May 31, 2020 | |
Organization and Operations | |
Note 1 - Organization and Operations | Agentix Corp. FairWind Energy, Inc. (the “Company”, “Fairwind Energy”) was incorporated on April 18, 2013 under the laws of the State of Nevada. The Company engages in composite design, engineering and manufacturing to be used in solar/wind hybrid power systems, oil and gas industry pumping and civil engineering and infrastructure products. Effective June 17, 2019, the Company changed its name to Agentix Corp. |
Significant and Critical Accoun
Significant and Critical Accounting Policies and Practices | 9 Months Ended |
May 31, 2020 | |
Significant and Critical Accounting Policies and Practices | |
Note 2 - Significant and Critical Accounting Policies and Practices | The management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles. Basis of Presentation The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements of the Company for the reporting period ended August 31, 2019 and notes thereto contained in the Company’s Annual Report on Form 10-K. Deferred Tax Assets and Income Tax Provision The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. |
Going Concern
Going Concern | 9 Months Ended |
May 31, 2020 | |
Going Concern | |
Note 3 - Going Concern | The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the financial statements, the Company had an accumulated deficit at May 31, 2020, a net loss, and net cash used in operating activities for the nine months then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position is not sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
May 31, 2020 | |
Related Party Transactions | |
Note 4 - Related Party Transactions | Free Office Space The Company has been provided office space by Michael Winterhalter, President, Secretary, and Treasurer and a Director and former Chief Executive Officer of the Company, at no cost. Management determined that such cost is nominal and did not recognize the rent expense in its financial statement. Convertible Note Payable Effective October 9, 2019, Grays Peak Ventures LLC, an entity controlled by Scott Stevens (a former President and a Director of the Company), purchased all convertible promissory notes from Michael Winterhalter in the principal amount of $110,000 and $7,808 of accrued interest. Effective October 24, 2019, Grays Peak Ventures LLC converted all promissory notes and accrued interest for 4,712 shares of common stock. The conversion rate under the Convertible Promissory Notes was the 10-day VWAP of shares of common stock on the OTC Markets, which was $25.00 per share on the date of conversion. |
Equity
Equity | 9 Months Ended |
May 31, 2020 | |
Equity | |
Note 5 - Equity | Stock Split Effective June 17, 2019, the Company proceeded with a reverse stock split of 1,000 for 1 share of common stock. All figures have been updated to reflect the reverse stock split. Effective December 3, 2019, the Company effected a 100-for-1 stock split effected in the form of a dividend of its shares of common stock. This stock split was recorded retroactively with a reclassification between retained earnings and common stock in the accompanying financial statements. This stock split was effective February 25, 2020. Accordingly, each holder of one share of common stock of the Company received 100 shares of common stock from the Company for such one share held. The record date with FINRA was December 3, 2019 and 2,531,331 shares were issued. The retained earnings and common stock amounts were affected by this transaction in the accompanying financial statements in the amount of $2,531. Shares Issued for Past Services On March 29, 2020, the Company issued 767,000 shares of common stock to Grays Peak Ventures LLC, a company controlled by Scott Stevens, the Company’s former sole director and officer, in exchange and as compensation for Mr. Stevens serving and performing duties as a director of the Company from June 10, 2019 to March 27, 2020. Such issuance amounted to approximately 30% of the issued and outstanding shares of common stock of the Company on the date of issuance. The shares were issued at a price of $1.02 per share for a total cost of $782,340, which represented the market price of the shares as of the date of issuance. On March 29, 2020, the Company issued 333,000 shares of common stock to Thomas Puzzo in exchange and as compensation for Mr. Puzzo providing legal services to the Company from June 10, 2019 to March 27, 2020. Such issuance amounted to approximately 13% of the issued and outstanding shares of common stock of the Company on the date of issuance. The shares were issued at a price of $1.02 per share for a total cost of $339,660, which represented the market price of the shares as of the date of issuance. On March 29, 2020, the Company issued 150,000 shares of common stock to Michael Winterhalter, the Company’s President, Secretary, and treasure and a Director of the Company, in exchange and as compensation for Mr. Winterhalter providing bookkeeping, record keeping and accounting services to the Company from June 10, 2019 to March 27, 2020. Such issuance amounted to approximately 5.8% of the issued and outstanding shares of common stock of the Company on the date of issuance. The shares were issued at a price of $1.02 per share for a total cost of $153,000, which represented the market price of the shares as of the date of issuance. The Company issued the above shares of common stock in reliance upon the exemption from the registration provided by Section 4(a)(2) of the Securities Act, as a sale by an issuer not involving any public offering, to a sophisticated purchaser who had access to registration-type information about the issuer. |
Subsequent Events
Subsequent Events | 9 Months Ended |
May 31, 2020 | |
Subsequent Events | |
Note 6 - Subsequent Events | On May 28, 2020, the Company, entered into a Share Exchange Agreement (the “Share Exchange Agreement”), by and among the Company, and GSL Healthcare, Inc., a Nevada corporation (“GSL Healthcare”), and the holders of common stock of GSL Healthcare, which consisted of two stockholders. The closing date occurred on June 1, 2020. Under the terms and conditions of the Share Exchange Agreement, the Company offered and sold 27,932,271 shares of common stock of the Company in consideration for all of the issued and outstanding shares of common stock of GSL Healthcare. The effect of the issuance is that former two GSL Healthcare shareholders now hold approximately 88.0% of the issued shares of common stock of the Company, and GSL Healthcare is now a wholly-owned subsidiary of the Company. GSL Healthcare has a general plan to be a health and wellness business. Until such time as the Company can formulate GSL Healthcare’s general business plan, the Company is not changing its current business. In accordance with ASC 855, the Company has analyzed its operations subsequent to March 31, 2020 through the date these financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these financial statements. |
Significant and Critical Acco_2
Significant and Critical Accounting Policies and Practices (Policies) | 9 Months Ended |
May 31, 2020 | |
Significant and Critical Accounting Policies and Practices | |
Basis of Presentation | The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements of the Company for the reporting period ended August 31, 2019 and notes thereto contained in the Company’s Annual Report on Form 10-K. |
Deferred Tax Assets and Income Tax Provision | The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. |
Organization and Operations (De
Organization and Operations (Details Narrative) | 9 Months Ended |
May 31, 2020 | |
Organization and Operations | |
State of incorporation | State of Nevada |
Date of incorporation | Apr. 18, 2013 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Oct. 09, 2019 | Nov. 30, 2019 | May 31, 2020 | Oct. 24, 2019 | Aug. 31, 2019 | |
Convertible promissory note | $ 117,808 | ||||
Common stock, shares issued | 3,806,613 | 2,551,901 | |||
Grays Peak Ventures LLC [Member] | |||||
Convertible promissory note | $ 110,000 | ||||
Common stock, shares issued | 4,712 | ||||
Accrued interest | $ 7,808 | $ 0 | |||
Conversion price | $ 25 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Mar. 29, 2020 | Feb. 25, 2020 | Jun. 17, 2019 | May 31, 2020 | Dec. 03, 2019 | |
Reverse stock split | 100-for-1 stock split | 1,000 for 1 share of common stock | |||
Common stock issued | 2,531,331 | ||||
Retained earning | $ 2,531 | ||||
Common stock shares issued for legal services, amount | $ 339,660 | ||||
Grays Peak Ventures LLC [Member] | |||||
Shares issued price per shares | $ 1.02 | ||||
Shares issued, percentage | 30.00% | ||||
Common stock shares issued for compensation, shares | 767,000 | ||||
Common stock shares issued for compensation, amount | $ 782,340 | ||||
Thomas Puzzo [Member] | |||||
Shares issued price per shares | $ 1.02 | ||||
Shares issued, percentage | 13.00% | ||||
Common stock shares issued for legal services, shares | 333,000 | ||||
Common stock shares issued for legal services, amount | $ 339,660 | ||||
Mike Winterhalter [Member] | |||||
Shares issued price per shares | $ 1.02 | ||||
Shares issued, percentage | 5.80% | ||||
Common stock shares issued for legal services, shares | 150,000 | ||||
Common stock shares issued for legal services, amount | $ 153,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Share Exchange Agreement [Member] - GSL Healthcare and Two Stockholders [Member] | 1 Months Ended |
May 28, 2020shares | |
Equity method investment, shares issued | 27,932,271 |
Ownership percentage of stockholders in GSL | 88.00% |