Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Aug. 31, 2017 | Oct. 13, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | AG Acquisition Group, Inc. | |
Entity Central Index Key | 1,705,126 | |
Document Type | 10-Q | |
Document Period End Date | Aug. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-28 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 10,000,000 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Aug. 31, 2017 | Feb. 28, 2017 |
CURRENT ASSETS: | ||
Cash | $ 2,277 | $ 2,628 |
Total current assets | 2,277 | 2,628 |
Total Assets | 2,277 | 2,628 |
CURRENT LIABILITIES: | ||
Convertible debt, related party - net of discount | 464 | |
Accrued interest, | 46 | |
Stock-settled debt obligation-related party | 5,000 | |
Current Liabilities | 5,510 | |
Total Liabilities | 5,510 | |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY (DEFICIENCY): | ||
Preferred stock $0.0001 par value: 5,000,000 shares authorized; none issued and outstanding at August 31, 2017 and February 28, 2017 | ||
Common stock $0.0001 par value: 100,000,000 shares authorized; 10,000,000 shares issued and outstanding at August 31, 2017 and February 28, 2017 | 1,000 | 1,000 |
Additional paid-in capital | 3,000 | 3,000 |
Accumulated Deficiency | (7,233) | (1,372) |
Total Stockholders' Equity (Deficiency) | (3,233) | 2,628 |
Total Liabilities and Stockholders' Equity (Deficiency) | $ 2,277 | $ 2,628 |
Condensed Balance Sheets (Unau3
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Aug. 31, 2017 | Feb. 28, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 10,000,000 | 10,000,000 |
Common stock, shares outstanding | 10,000,000 | 10,000,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended |
Aug. 31, 2017 | Aug. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | ||
Costs and Expenses: | ||
General and administrative | (5,351) | (5,351) |
Loss from operations before income taxes | (5,351) | (5,351) |
Interest Expense | 510 | 510 |
Income tax provision | ||
Loss before Income Taxes | (5,861) | (5,861) |
Net Loss | $ (5,861) | $ (5,861) |
Weighted average shares outstanding | 10,000,000 | 10,000,000 |
Basic and diluted net loss per share |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 6 Months Ended |
Aug. 31, 2017USD ($) | |
Cash Flows from Operating Activities: | |
Net Loss | $ (5,861) |
Adjustments to reconcile net loss to cash used in operations | |
Amortization of debt discount | 464 |
Increase in accrued interest | 46 |
Net Cash Used in Operating Activities | (5,351) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of convertible debt | 5,000 |
Net Cash Provided by Financing Activities | 5,000 |
Net Decrease in Cash and Cash Equivalents | (351) |
Cash-Beginning of Period | 2,628 |
Cash-End of Period | 2,277 |
Supplemental Cash Information: | |
Interest paid in cash | |
Taxes paid in cash |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Aug. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | 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. The Company’s activities since formation have been limited to issuing shares to its founding shareholders and setting up its corporate entity. The Company’s initial business plan is to seek and engage in an as of yet unidentified merger or acquisition. 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 been 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. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Aug. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 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 included in Form 10 filed with the SEC on May 2, 2017. Interim results of operations for the three and six months ended August 31, 2017 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 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 August 31, 2017, 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 August 31, 2017, 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 or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Going Concern
Going Concern | 6 Months Ended |
Aug. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3 – GOING CONCERN The Company has yet to generate any revenue since inception to date and has not yet entered into any agreements. The Company had a working capital deficiency of $3,233 and an accumulated deficit of $7,233 as of August 31, 2017. 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. |
Convertible Notes Payable - Rel
Convertible Notes Payable - Related Party | 6 Months Ended |
Aug. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable - Related Party | NOTE 4 – CONVERTIBLE NOTES PAYABLE- RELATED PARTY 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 Leone Group a promissory note in the aggregate principal amount of $1,000. The note bears interest at a rate of 10% per annum and matures on July 14, 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 August 7, 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 7, 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 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 sheet. 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 three and six months ended August 31, 2017, the company recognized $464 of amortization and the convertible debt has a balance of $464, net of unamortized discounts of $4,536. |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended |
Aug. 31, 2017 | |
Equity [Abstract] | |
Stockholder's Equity | NOTE 5 – STOCKHOLDERS’ EQUITY Effective February 23, 2017, the Company issued a total of Ten Million (10,000,000) shares of $.0001 par value common stock to entities owned and controlled by the Company’s two officers and directors. The shares were issued for $.0004 per share for a total of Four Thousand Dollars ($4,000). The Company is authorized to issue 100,000,000 shares of common stock, par value $.0001 and 5,000,000 shares of preferred stock, par value $.0001. As of August 31, 2017, there are 10,000,000 shares of common stock and no shares of preferred stock issued and outstanding. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Aug. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 – RELATED PARTY TRANSACTIONS As of August 31, 2017, entities owned and controlled by the Company’s sole officers and directors have provided the Company with its only cash for operations. During the six months ended August 31, 2017, entities owned and controlled by the Company’s sole officers and directors purchased an aggregate of 10,000,000 shares of common stock for a total purchase price of $4,000. During the three months ended August 31, 2017 the Company issued convertible debt in the aggregate amount of $5,000 through a significant stock holder. See Note 4. 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 August 31, 2017, without charge. |
Basis of Presentation and Sum12
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Aug. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of 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 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 | 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 August 31, 2017, 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 | 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 August 31, 2017, there are no outstanding dilutive securities. |
Recent Accounting Pronouncements | 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. |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Aug. 31, 2017 | Feb. 28, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficit | $ 3,233 | |
Accumulated deficit | $ 7,233 | $ 1,372 |
Convertible Notes Payable - R14
Convertible Notes Payable - Related Party (Details Narrative) - USD ($) | Aug. 08, 2017 | Aug. 07, 2017 | Jul. 14, 2017 | Jul. 11, 2017 | Aug. 31, 2017 | Aug. 31, 2017 |
Stock-settled debt obligation-related party | $ 5,000 | $ 5,000 | ||||
Amortization of debt | 464 | 464 | ||||
Convertible debt | 464 | 464 | ||||
Unamortized debt discount | $ 4,536 | $ 4,536 | ||||
Leone Group LLC [Member] | ||||||
Convertible note, face amount | $ 1,500 | $ 1,500 | $ 1,000 | $ 1,000 | ||
Ownership percentage | 50.00% | |||||
Debt interest rate | 10.00% | 10.00% | 10.00% | 10.00% | ||
Debt maturity date | Aug. 8, 2018 | Aug. 7, 2018 | Jul. 14, 2018 | Jul. 11, 2018 | ||
Debt conversion price percentage | 50.00% | 50.00% | 50.00% | 50.00% |
Stockholder's Equity (Details N
Stockholder's Equity (Details Narrative) - USD ($) | 6 Months Ended | ||
Aug. 31, 2017 | Feb. 28, 2017 | Feb. 23, 2017 | |
Common stock, shares issued | 10,000,000 | 10,000,000 | |
Shares issued price per share | $ 0.0004 | ||
Number of stock issued total value | $ 4,000 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares outstanding | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Two Officers and Directors [Member] | |||
Common stock, shares issued | 10,000,000 | ||
Shares issued price per share | $ 0.0001 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended |
Aug. 31, 2017 | Aug. 31, 2017 | |
Proceeds from issuance of convertible debt | $ 5,000 | |
Officers and Directors [Member] | ||
Number of common stock shares issued | 10,000,000 | |
Proceeds from sale of stock to founders | $ 4,000 | |
Significant Stock Holder [Member] | ||
Proceeds from issuance of convertible debt | $ 5,000 |