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10-Q true 2022-03-31 2022 false 000-56326 AG ACQUISITION GROUP III, INC. DE 87-1779429 625 N. Flagler Drive Suite 600 West Palm Beach FL 33401 (800) 341-2684 Yes Yes Non-accelerated Filer true true false true 10000000

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NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS AG Acquisition Group III, Inc. (the “Company”) was incorporated in the State of Delaware on June 22, 2021 and established a fiscal year end of June 30. The Company was formed to engage in any lawful business. The Company’s activities since formation have been limited to issuing shares to its founding stockholders for cash 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, as amended.

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying interim unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for interim financial information. However, such information reflects all adjustments consisting of normal recurring accruals which are, in the opinion of management, necessary for a fair statement of the Company’s financial position and results of operations for the interim period presented. The results for the three months and nine months ended March 31, 2022 are not indicative of annual results. The accompanying unaudited financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. 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 U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company held no cash equivalents as of March 31, 2022 and June 30, 2021. INCOME TAXES Under the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“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 March 31, 2022, there were no deferred taxes due to the uncertainty of generating taxable income to utilize the net operating loss carry forwards. AG ACQUISITION GROUP III, INC. Notes to Unaudited Financial Statements March 31, 2022 LOSS PER COMMON SHARE Basic loss per common share excludes dilution and loss 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. During the period from June 30, 2021 through March 31, 2022, there were no outstanding potentially dilutive securities. FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. 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.

USE OF ESTIMATES The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company held no cash equivalents as of March 31, 2022 and June 30, 2021.

INCOME TAXES Under the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“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 March 31, 2022, there were no deferred taxes due to the uncertainty of generating taxable income to utilize the net operating loss carry forwards. AG ACQUISITION GROUP III, INC. Notes to Unaudited Financial Statements March 31, 2022

LOSS PER COMMON SHARE Basic loss per common share excludes dilution and loss 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. During the period from June 30, 2021 through March 31, 2022, there were no outstanding potentially dilutive securities.

FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

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

NOTE 3 - GOING CONCERN Since the inception of the Company through March 31, 2022, the Company did not generate cash or revenue. During the nine months ended March 31, 2022, the Company incurred a loss of $13,790 and used net cash in operations of $8,790. The Company had working capital of $710 as of March 31, 2022. 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, to meet is financial obligations as they become due. The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise 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.

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NOTE 4 - STOCKHOLDER’S EQUITY Effective June 22, 2021, the Company issued a total of <span id="xdx_900_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20210621__20210622__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TwoOfficersAndDirectorsMember_zk4ytTgU98ye" title="Stock issued, shares">10,000,000 shares of common stock, $<span id="xdx_900_eus-gaap--CommonStockParOrStatedValuePerShare_iI_c20210622__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TwoOfficersAndDirectorsMember_zQc2s3LLYEde" title="Common stock, par value">0.0001 par value per share, to entities owned and controlled by the Company’s two officers and directors. The shares were issued for $0.0006 per share, for a total of $<span id="xdx_907_eus-gaap--ProceedsFromIssuanceOfCommonStock_pp0p0_c20210621__20210622__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TwoOfficersAndDirectorsMember_zDLvapLfiot1" title="Proceeds from issuance of common stock">6,000. The Company is authorized to issue 100,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share. The Company has designated 1,000,000 shares of preferred stock as Series A Preferred Stock. Each share of Series A Preferred Stock is entitled to 1,000 votes on any matter submitted to the holders of common stock. The Series A Preferred Stock is not convertible and is not entitled to dividends. As of March 31, 2022, there were 10,000,000 shares of common stock and no shares of preferred stock issued and outstanding. During the nine months ended March 31, 2022, the Company received $8,500 of capital contributions from its stockholders for working capital purposes.

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NOTE 5 - RELATED PARTY TRANSACTIONS Since inception 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 $6,000 and have provided additional paid in capital contributions of $8,500 for working capital purposes. 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 March 31, 2022, without charge.

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