Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Feb. 28, 2018 | May 28, 2018 | Aug. 31, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | AG Acquisition Group, Inc. | ||
Entity Central Index Key | 1,705,126 | ||
Document Type | 10-K | ||
Document Period End Date | Feb. 28, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --02-28 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 10,000,000 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,018 |
Balance Sheets
Balance Sheets - USD ($) | Feb. 28, 2018 | Feb. 28, 2017 |
CURRENT ASSETS: | ||
Cash | $ 8,728 | $ 2,628 |
Total current assets | 8,728 | 2,628 |
Total Assets | 8,728 | 2,628 |
CURRENT LIABILITIES: | ||
Accounts payable | 6,724 | |
Convertible debt, related parties net of discounts | 2,944 | |
Stock-settled debt obligation-related party | 5,000 | |
Advances from related parties | 6,575 | |
Accrued interest | 294 | |
Current liabilities | 21,537 | |
Total Liabilities | 21,537 | |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY (DEFICIENCY): | ||
Preferred stock $0.0001 par value: 5,000,000 shares authorized; none issued and outstanding | ||
Common stock $0.0001 par value: 100,000,000 shares authorized; 10,000,000 shares issued and outstanding at February 28, 2018 | 1,000 | 1,000 |
Additional paid in capital | 3,000 | 3,000 |
Accumulated deficiency | (16,809) | (1,372) |
Total Stockholders' Equity (Deficiency) | (12,809) | 2,628 |
Total Liabilities and Stockholders' Equity (Deficiency) | $ 8,728 | $ 2,628 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Feb. 28, 2018 | 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 | |
Common stock, shares authorized | 100,000,000 | |
Common stock, shares issued | 10,000,000 | |
Common stock, shares outstanding | 10,000,000 |
Statements of Operations
Statements of Operations - USD ($) | Feb. 28, 2017 | Feb. 28, 2018 |
Income Statement [Abstract] | ||
Revenue | ||
Costs and Expenses: | ||
General and administrative | 1,372 | 12,493 |
Loss from Operations before Income Taxes | (1,372) | (12,493) |
Interest Expense | 2,944 | |
Income Tax Provision | ||
Net Loss | $ (1,372) | $ (15,437) |
Weighted Average Shares Outstanding | 10,000,000 | 10,000,000 |
Basic and Diluted per Share Amounts: | ||
Basic and diluted net loss per share |
Statement of Stockholders' Equi
Statement of Stockholders' Equity (Deficiency) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficiency [Member] | Total |
Beginning balance at Feb. 22, 2017 | ||||
Beginning balance, shares at Feb. 22, 2017 | ||||
Common Stock issued to founders for cash | $ 1,000 | 3,000 | 4,000 | |
Common Stock issued to founders for cash, shares | 10,000 | |||
Net loss | (1,372) | (1,372) | ||
Ending balance at Feb. 28, 2017 | $ 1,000 | 3,000 | (1,372) | 2,628 |
Ending balance, shares at Feb. 28, 2017 | 10,000,000 | |||
Common Stock issued to founders for cash | 4,000 | |||
Net loss | (15,437) | (15,437) | ||
Ending balance at Feb. 28, 2018 | $ 1,000 | $ 3,000 | $ (16,809) | $ (12,809) |
Ending balance, shares at Feb. 28, 2018 | 10,000,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | Feb. 28, 2017 | Feb. 28, 2018 |
Cash flows from operating activities: | ||
Net Loss | $ (1,372) | $ (15,437) |
Adjustments to reconcile net loss to cash used in operations | ||
Amortization of debt discount | 2,944 | |
Changes in assets and liabilities | ||
Increase in accounts payable | 6,724 | |
Increase in accrued interest | 294 | |
Net cash used in operating activities | (1,372) | (5,475) |
Cash flows from Financing Activities: | ||
Proceeds from issuance of convertible debt | 4,000 | 5,000 |
Advances from related parties | 6,575 | |
Net cash provided by financing activities: | 4,000 | 11,575 |
Net increase in cash | 2,628 | 6,100 |
Cash-beginning of period | 2,628 | |
Cash-end of period | 2,628 | 8,728 |
Supplemental Cash Information: | ||
Interest paid in cash | ||
Taxes paid in cash |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Feb. 28, 2018 | |
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, 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. The Company’s initial business plan was to seek and engage in an unidentified merger or acquisition. If the Merger Agreement 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 was 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. Name Change On January 20, 2018, in connection with the Merger Agreement and the plans of the Company to expand its business and rebrand its identity, the Company’s Board of Directors (the “Board”) deemed it beneficial to the Company and its shareholders to change the Company’s name from AG Acquisition Group, Inc. to ZIVARO Holdings, Inc. (the “Name Change”). Accordingly, the Company filed, on January 22, 2018 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 January 22, 2018. The Name Change was approved by the Board by written consent in lieu of a meeting on January 20, 2018. Please see Note 7 for discussion of the Company’s name change back to AG Acquisition Group, Inc. on April 25, 2018. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Feb. 28, 2018 | |
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 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 financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. 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. FISCAL YEAR The Company’s fiscal year-end is February 28. 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 February 28, 2018, 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 February 28, 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 or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Feb. 28, 2018 | |
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. The Company had a working capital deficiency of $12,809 and an accumulated deficit of $16,809 as of February 28, 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 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 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 Parties | 12 Months Ended |
Feb. 28, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable - Related Parties | 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 year ended February 28, 2018, the Company recognized $3,238 of interest expense including amortization of the debt discount totaling $2,944 and the convertible debt has a balance of $2,944, net of unamortized discounts of $0. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Feb. 28, 2018 | |
Equity [Abstract] | |
Stockholder's Equity | NOTE 5 – STOCKHOLDERS’ EQUITY Effective February 23, 2017, the Company issued a total of 10,000,000 shares of $0.0001 par value common stock to entities owned and controlled by the Company’s two officers and 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 $0.0004 per share for a total of $4,000. The Company is authorized to issue 100,000,000 shares of common stock, par value $0.0001 and 5,000,000 shares of preferred stock, par value $0.0001. As of February 28, 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: (i) Any amendment of articles of incorporation, certificate of incorporation of bylaws of the Company or any of its direct and indirect subsidiaries as to which the Company holds, directly or indirectly or beneficially, a majority of the voting power, whether existing now or in the future (each, an “AGAG Group Member” and collectively, the “AGAG Group Members”); (ii) Any change in the primary business of any AGAG Group Member; (iii) Any transfer of, or change of control with respect to, all or substantially all the assets or business of any AGAG Group Member, whether in an asset sale, stock sale, merger, consolidation, or other form of transaction having substantially similar effect; (iv) Any spin-off of assets of any AGAG Group Member; (v) the issuance of capital stock of an AGAG Group Member, or the issuance of other securities or instruments convertible into capital stock of an AGAG Group Member, except for the issuance of the Company’s common stock upon the conversion of Series A Preferred Stock of the Company; provided however, that no approval will be necessary for a firm commitment offering resulting in net proceeds to the Company of not less than $40,000,000 and a concurrent listing on a national stock exchange; (vi) a business or commercial transaction between an AGAG Group Member, on one hand, and any person who is or has been at any time an officer or director of an AGAG Group Member, or is John Vasquez or Jeeva Ratnathicam, or is related to any such officer or director or to John Vasquez or Jeeva Ratnathicam by blood or marriage; (vii) a dividend, distribution, share redemption, liquidation, or other transaction under which a shareholder of an AGAG Group Member receives cash or property in exchange for, or with respect to, shares in the same or any other AGAG Group Member; (viii) any dividends or distributions to shareholders of any AGAG Group Member; (ix) any fixing or changing of the number of directors of the Company; (x) any change of the principal place of business of an AGAG Group Member to a place located more than 50 miles from its location as of the date of the certificate of designations of preferences and rights of Series B Preferred Stock; or (xi) Any amendment of the certificate of designations of preferences and rights of Series B Preferred Stock. 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. Incentive Plan On February 26, 2018, the Board approved the 2018 Incentive Plan (the “Plan”). The material features of the Plan are as follows: Term: The Plan is effective February 26, 2018, and will remain in effect until such time as no shares of the Company’s common stock (and any other equity securities of the Company that may be substituted or resubstituted for such shares pursuant to the terms of the Plan) remains available for delivery under the Plan and the Company has no further rights or obligations under the Plan with respect to outstanding awards under the Plan, unless earlier terminated by action of the Board. Purpose: The purpose of the Plan is to aid the Company in attracting, retaining, motivating and rewarding employees, non-employee directors and key consultants to the Company or its subsidiaries to provide for equitable and competitive compensation opportunities, to recognize individual contributions and reward achievement of Company goals, and promote the creation of long-term value for stockholders by closely aligning the interests of participants in the Plan with those of stockholders of the Company. The Plan authorized equity-based and cash-based incentives for participants. Stock Subject to Plan: Subject to adjustment as provided in the Plan, the total number of shares of stock reserved and available for delivery in connection with awards under the Plan (excluding, for the avoidance of doubt, any phantom stock or sale phantom stock) shall be 1,500,000 shares of common stock of the Company. Any shares of stock delivered under the Plan shall consist of authorized and unissued shares or treasury shares. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting General Terms of Awards: The Committee shall retain full power and discretion with respect to any term or condition of an award that is not mandatory under the Plan. The Committee shall require the payment of lawful consideration for an award to the extent necessary to satisfy the requirements of the Delaware General Corporation Law and may otherwise require payment of consideration for an award except as limited by the Plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Feb. 28, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 6 – INCOME TAXES The Company accounts for income taxes using the asset and liability method. Deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates to differences between the financial statement carrying amounts and tax bases of existing assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company provides a valuation allowance for deferred tax assets, when required, based on evaluation of the realizability of such deferred tax assets. The tax effects of the significant temporary differences representing deferred assets (liabilities) as of the years ended February 28, 2018 and 2017: February 28, 2018 February 28, 2017 Net operating loss $ 3,241 508 Valuation allowance (3,241 ) (508 ) Net deferred income tax asset $ – – As of February 28, 2018, the Company has net operating losses of approximately $15,000 available to offset future taxable income, subject to annual limitations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Feb. 28, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7 – RELATED PARTY TRANSACTIONS As of February 28, 2018, entities owned and controlled by the Company’s sole officers and directors have provided the Company with its only cash for operations. In February 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 (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. See Note 4. During the year ended February 28, 2018, the Company had advances from related parties of $6,575. 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 February 28, 2018, without charge. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Feb. 28, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 – SUBSEQUENT EVENTS 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. 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. |
Basis of Presentation and Sum15
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Feb. 28, 2018 | |
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. |
Fiscal Year | FISCAL YEAR The Company’s fiscal year-end is February 28. |
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 February 28, 2018, 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 February 28, 2018, 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. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Feb. 28, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of the significant temporary differences representing deferred assets (liabilities) as of the years ended February 28, 2018 and 2017: February 28, 2018 February 28, 2017 Net operating loss $ 3,241 508 Valuation allowance (3,241 ) (508 ) Net deferred income tax asset $ – – |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Feb. 28, 2018 | Feb. 28, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficit | $ 12,809 | |
Accumulated deficit | $ 16,809 | $ 1,372 |
Convertible Notes Payable - R18
Convertible Notes Payable - Related Parties (Details Narrative) - USD ($) | Aug. 08, 2017 | Aug. 07, 2017 | Jul. 14, 2017 | Jul. 11, 2017 | Feb. 28, 2017 | Feb. 28, 2018 |
Stock-settled debt obligation-related party | $ 5,000 | |||||
Interest expense | 3,238 | |||||
Amortization of debt | 2,944 | |||||
Convertible debt | 2,944 | |||||
Unamortized debt discount | $ 0 | |||||
Leone Group LLC [Member] | ||||||
Convertible note, principal amount | $ 1,500 | $ 1,000 | ||||
Ownership percentage | 50.00% | |||||
Debt interest rate | 10.00% | 10.00% | ||||
Debt maturity date | Aug. 8, 2018 | Jul. 11, 2018 | ||||
Debt conversion price percentage | 50.00% | 50.00% | ||||
American Capital Ventures [Member] | ||||||
Convertible note, principal amount | $ 1,500 | $ 1,000 | ||||
Debt interest rate | 10.00% | 10.00% | ||||
Debt maturity date | Aug. 7, 2018 | Jul. 14, 2018 | ||||
Debt conversion price percentage | 50.00% | 50.00% |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Oct. 18, 2017 | Feb. 28, 2017 | Feb. 28, 2018 | Feb. 26, 2018 | Feb. 24, 2017 |
Common stock, shares issued | 10,000,000 | ||||
Common stock, par value | $ 0.0001 | ||||
Shares issued price per share | $ 0.0004 | ||||
Number of stock issued total value | $ 4,000 | $ 4,000 | |||
Common stock, shares authorized | 100,000,000 | ||||
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 | ||||
Preferred stock, shares issued | |||||
Preferred stock, shares outstanding | |||||
2018 Incentive Plan [Member] | |||||
Number of stock reserved and available for delivery | 1,500,000 | ||||
Series A Preferred Stock [Member] | |||||
Shares issued price per share | $ 5.50 | ||||
Number of preferred stock shares designated | 2,000,000 | ||||
Preferred stock dividend rate percentage | 1.00% | ||||
Valuation price per share of common stock | $ 5.50 | ||||
Daily trading volume of common stock | $ 100,000 | ||||
Series B Preferred Stock [Member] | |||||
Preferred stock redeemable price per share | $ 1 | ||||
Series B Preferred Stock [Member] | Minimum [Member] | |||||
Proceeds from issuance of common stock | $ 40,000,000 | ||||
Two Officers and Directors [Member] | |||||
Common stock, shares issued | 10,000,000 | ||||
Common stock, par value | $ 0.0001 |
Income Taxes - (Details Narrati
Income Taxes - (Details Narrative) | Feb. 28, 2018USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss | $ 15,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Feb. 28, 2018 | Feb. 28, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss | $ 3,241 | $ 508 |
Valuation allowance | (3,241) | (508) |
Net deferred income tax asset |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Feb. 28, 2017 | Feb. 28, 2018 |
Proceeds from issuance of convertible debt | $ 4,000 | $ 5,000 |
Advances from related parties | $ 6,575 | |
Officers and Directors [Member] | ||
Number of common stock shares issued | 10,000,000 | |
Proceeds from sale of stock to founders | $ 4,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Mar. 22, 2018USD ($) |
Membership Interest Purchase Agreement [Member] | |
Purchase price | $ 500,000 |
Purchase price paid in cash | $ 100,000 |
Membership Interest Purchase Agreement [Member] | Clark Network Systems, Inc [Member] | |
Ownership percentage | 80.00% |
Purchase price paid in cash | $ 97,000 |
Proceeds from promissory notes | $ 320,000 |
Membership Interest Purchase Agreement [Member] | Addware, Inc [Member] | |
Ownership percentage | 20.00% |
Purchase price paid in cash | |
Proceeds from promissory notes | $ 80,000 |
Employment Agreement [Member] | |
Business combination, description | 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. Clarks 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. Clarks 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. |