Blue Star Foods (BSFC) 10-Q 14 Sep 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Jul. 31, 2018	Sep. 14, 2018
Document And Entity Information
Entity Registrant Name	AG ACQUISITION GROUP II, INC.
Entity Central Index Key	1,730,773
Document Type	10-Q
Document Period End Date	Jul. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--10-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		10,000,000
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)	Jul. 31, 2018	Oct. 31, 2017
CURRENT ASSETS:
Cash	$ 1,024	$ 4,000
Total current assets	1,024	4,000
Total Assets	1,024	4,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable		387
Advances from related parties	9,000
Total Liabilities	9,000	387
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: 10,000,000 shares authorized; 10,000,000 shares issued and outstanding	1,000	1,000
Additional paid in capital	3,000	3,000
Accumulated deficiency	(11,976)	(387)
Total Stockholders' Equity (Deficiency)	(7,976)	3,613
Total Liabilities and Stockholders' Equity (Deficiency)	$ 1,024	$ 4,000

Condensed Balance Sheets (Unau3

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jul. 31, 2018	Oct. 31, 2017	Oct. 17, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	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	10,000,000	10,000,000
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	9 Months Ended
	Jul. 31, 2018	Jul. 31, 2018
Income Statement [Abstract]
Revenue
Costs and Expenses:
General and administrative	6,046	11,589
Loss from Operations Before Income Taxes	(6,046)	(11,589)
Income Tax Provision
Net Loss	$ (6,046)	$ (11,589)
Basic and diluted per share amounts:
Basic and diluted net loss per share
Basic and Diluted Weighted Average Shares Outstanding	10,000,000	10,000,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited)	9 Months Ended
	Jul. 31, 2018USD ($)
Cash flows from operating activities:
Net Loss	$ (11,589)
Adjustments to reconcile net loss to cash used in operations
Decrease in accounts payable	(387)
Net Cash Used in Operating Activities	(11,976)
Financing Activities
Advances from related parties	9,000
Net Cash Provided by Financing Activities	9,000
Net Decrease in Cash	(2,976)
Cash-Beginning of Period	4,000
Cash-End of Period	1,024
Supplemental Cash Information:
Interest paid in cash
Taxes paid in cash

Organization and Nature of Oper

Organization and Nature of Operations	9 Months Ended
	Jul. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Operations	NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS AG Acquisition Group II, Inc. (the “Company”) was incorporated in the State of Delaware on October 17, 2017 and established a fiscal year end of October 31. 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	9 Months Ended
	Jul. 31, 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 condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) 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 unaudited financial statements should be read in conjunction with a reading of the Company’s financial statements and notes thereto included in Form 10 filed with the SEC on February 20, 2018. Interim results of operations for the three months ended July 31, 2018, 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 condensed 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 condensed 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 July 31, 2018, there were no deferred taxes 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 reflect 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. During the three and nine months ended July 31, 2018, there were 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 condensed financial statements.

Stockholder's Equity

Stockholder's Equity	9 Months Ended
	Jul. 31, 2018
Equity [Abstract]
Stockholder's Equity	NOTE 3 – STOCKHOLDER’S EQUITY Effective October 17, 2017, the Company issued a total of Ten Million (10,000,000) shares of $0.0001 par value common stock to entities owned and controlled by the Company’s two officers and directors. The shares were issued for $0.0004 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 $0.0001 and 5,000,000 shares of preferred stock, par value $0.0001. As of July 31, 2018, there were 10,000,000 shares of common stock and no shares of preferred stock issued and outstanding.

Going Concern

Going Concern	9 Months Ended
	Jul. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	NOTE 4 – GOING CONCERN The Company has yet to generate any revenue since inception to date and has sustained net losses totaling $11,589 since inception. The Company had working capital of $1,024 and an accumulated deficiency of $11,976 as of July 31, 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.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Jul. 31, 2018
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5 – RELATED PARTY TRANSACTIONS As of July 31, 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, entities, owned and controlled by the Company’s sole officers and directors purchased a total of 10,000,000 shares of common stock for a total of $4,000. Further, during the quarter ended July 31, 2018, entities owned and controlled by the Company’s sole officers and directors have loaned the Company funds totaling $9,000. The advances are not interest bearing and due on demand. The Company uses the office address of an officer and director, without charge. The same officer has also provided legal services to the Company as of October 17, 2017, and continues to do so as of July 31, 2018 to the present, without charge.

Subsequent Events

Subsequent Events	9 Months Ended
	Jul. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	NOTE 6 – SUBSEQUENT EVENTS None.

Basis of Presentation and Sum12

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Jul. 31, 2018
Accounting Policies [Abstract]
Use of Estimates	USE OF ESTIMATES The preparation of condensed 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 condensed 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 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 July 31, 2018, there were no deferred taxes 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 reflect 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. During the three and nine months ended July 31, 2018, there were no outstanding dilutive securities.
Fair Value of Financial Instruments	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 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 condensed financial statements.

Basis of Presentation and Sum13

Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative)	3 Months Ended	9 Months Ended
	Jul. 31, 2018USD ($)shares	Jul. 31, 2018USD ($)shares
Accounting Policies [Abstract]
Deferred taxes due to uncertainty of realization of net operating loss | $
Outstanding dilutive securities | shares

Stockholder's Equity (Details N

Stockholder's Equity (Details Narrative) - USD ($)	Oct. 17, 2017	Jul. 31, 2018	Oct. 31, 2017
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, shares authorized		10,000,000	10,000,000
Preferred stock, shares authorized	5,000,000	5,000,000	5,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued		10,000,000	10,000,000
Common stock, shares outstanding		10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common Stock [Member]
Common stock, par value	$ 0.0001
Common stock, shares authorized	100,000,000
Two Officers and Directors [Member]
Number of stock 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

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended	10 Months Ended
	Jul. 31, 2018	Jul. 31, 2018	Jul. 31, 2018	Oct. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Revenue
Net losses	(6,046)	(11,589)	11,589
Working capital	1,024	1,024	1,024
Accumulated deficit	$ 11,976	$ 11,976	$ 11,976	$ 387

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	9 Months Ended
	Jul. 31, 2018	Oct. 31, 2017
Due form related parties	$ 9,000
Sole Officers and Directors [Member]
Number of common stock shares issued	10,000,000
Number of common stock shares issued, value	$ 4,000
Due form related parties	$ 9,000