Company Quick10K Filing
Quick10K
Fairwind Energy
10-Q 2019-05-31 Quarter: 2019-05-31
10-Q 2019-02-28 Quarter: 2019-02-28
10-Q 2018-11-30 Quarter: 2018-11-30
10-K 2018-08-31 Annual: 2018-08-31
10-Q 2018-05-31 Quarter: 2018-05-31
10-Q 2018-02-28 Quarter: 2018-02-28
10-Q 2017-11-30 Quarter: 2017-11-30
10-K 2017-08-31 Annual: 2017-08-31
10-Q 2017-05-31 Quarter: 2017-05-31
10-Q 2017-02-28 Quarter: 2017-02-28
10-Q 2016-11-30 Quarter: 2016-11-30
10-K 2016-08-31 Annual: 2016-08-31
10-Q 2016-05-31 Quarter: 2016-05-31
10-Q 2016-02-29 Quarter: 2016-02-29
10-Q 2015-11-30 Quarter: 2015-11-30
10-K 2015-08-31 Annual: 2015-08-31
10-Q 2015-05-31 Quarter: 2015-05-31
10-Q 2015-02-28 Quarter: 2015-02-28
10-Q 2014-11-30 Quarter: 2014-11-30
8-K 2019-07-10 Amend Bylaw, Other Events, Exhibits
8-K 2019-06-10 Officers
8-K 2018-12-06 Accountant, Exhibits
8-K 2018-11-14 Officers
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INTZ Intrusion 57
CNBX Cannabics Pharmaceuticals 36
TRTC Terra Tech 36
RVIV Reviv3 Procare 31
VRCP Virtual Crypto Technologies 17
TEAR Tearlab 3
SQFT Presidio Property Trust 0
JFKKU 8i Enterprises Acquisition Corp 0
INFOR Infor 0
FWDR 2019-05-31
Part I. Financial Information
Item 1. Financial Statements.
Note 1 - Organization and Operations
Note 2 - Significant and Critical Accounting Policies and Practices
Note 3 - Going Concern
Note 4 - Related Party Transactions
Note 5 - Equity
Note 6 - Convertible Note Payable
Note 7 - Subsequent Events
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Item 4. Controls and Procedures.
Part II. Other Information
Item 1. Legal Proceedings.
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures.
Item 5. Other Information.
Item 6. Exhibits.
EX-31.1 agtx_ex311.htm
EX-31.2 agtx_ex312.htm
EX-32.1 agtx_ex321.htm

Fairwind Energy Earnings 2019-05-31

FWDR 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 agtx_10q.htm FORM 10-Q agtx_10q.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(MARK ONE)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended May 31, 2019

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______ to ______

 

Commission File No. 000-55383

 

AGENTIX CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

 

46-2876282

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

32932 Pacific Coast Highway, #14-254

Dana Point, California 92629

(Address of principal executive offices, zip code)

 

(949) 933-5411

(Registrant’s telephone number, including area code)

 

___________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

   

 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

 

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

x

Smaller reporting company

x

 

Emerging growth company

x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act): Yes o No x

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

As of July 11, 2019, there were 20,571 shares of common stock, $0.001 par value per share, outstanding.

 

 
 
 
 

 

AGENTIX CORP.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED MAY 31, 2019

 

INDEX

 

Index

 

Page

 

 

Part I. Financial Information

 

 

Item 1.

Financial Statements

 

F-1

 

 

Balance sheets at May 31, 2019 (Unaudited) and August 31, 2018.

 

F-2

 

 

Statements of operations for three and nine months ended May 31, 2019 and 2018 (unaudited).

 

F-3

 

 

Statement of changes in stockholders’ equity (deficit) for the three and nine months ended May 31, 2019 and 2018 (Unaudited) and year ended August 31, 2018.

 

F-4

 

 

Statements of cash flows for the three months ended May 31, 2019 and 2018 (unaudited).

 

F-5

 

 

Notes to Financial Statements (unaudited).

 

F-6

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

4

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

6

 

 

Item 4.

Controls and Procedures.

 

6

 

 

Part II. Other Information

 

 

Item 1.

Legal Proceedings.

 

7

 

 

Item 1A.

Risk Factors

 

7

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

7

 

 

Item 3.

Defaults Upon Senior Securities.

 

7

 

 

Item 4.

Mine Safety Disclosures.

 

7

 

 

Item 5.

Other Information.

 

7

 

 

Item 6.

Exhibits.

 

8

 

 

Signatures

 

9

 

 
2
 
 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q of Agentix Corp., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of oil and gas prices, the possibility that equipment development efforts will not produces equipment that prospective customers want to purchase, the Company’s need for and ability to obtain additional financing, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

 

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

 
3
 
Table of Contents

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

Agentix Corp.

(fka FairWind Energy, Inc.)

 

May 31, 2019 and May 31, 2018

 

Index to the Financial Statements

 

Contents

 

Page(s)

 

 

 

 

 

Balance sheets at May 31, 2019 (Unaudited) and August 31, 2018

F-2

 

 

 

 

Statements of operations for the three and nine months ended May 31, 2019 and 2018 (Unaudited)

 

F-3

 

 

 

 

 

Statements of changes in stockholders’ equity (deficit) for the nine months ended May 31, 2019 and 2018 (Unaudited)

 

F-4

 

 

 

 

 

Statements of cash flows for the nine months ended May 31, 2019 and 2018 (Unaudited)

 

F-5

 

 

 

 

 

Notes to the financial statements (Unaudited)

 

F-6

 

 

 
F-1
 
 

 

Agentix Corp.

(fka FairWind Energy, Inc.)

Balance Sheets

 

 

 

May 31,

2019

 

 

August 31,

2018

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$64

 

 

$2,125

 

 

 

 

 

 

 

 

 

 

Total current assets

 

 

64

 

 

 

2,125

 

 

 

 

 

 

 

 

 

 

Computer Equipment

 

 

 

 

 

 

 

 

Computer equipment

 

 

1,328

 

 

 

1,328

 

Accumulated depreciation

 

 

(1,328)

 

 

(1,188)

 

 

 

 

 

 

 

 

 

Computer equipment, net

 

 

-

 

 

 

140

 

 

 

 

 

 

 

 

 

 

Total assets

 

$64

 

 

$2,265

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Deficit

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable - related party

 

$-

 

 

$7,711

 

Accrued expenses

 

 

531

 

 

 

1,940

 

Total current liabilities

 

 

531

 

 

 

9,651

 

 

 

 

 

 

 

 

 

 

Long Term Liabilities

 

 

 

 

 

 

 

 

Convertible note payable, related party, net of unamortized discount

 

 

23,690

 

 

 

20,747

 

Convertible note payable, related-party

 

 

85,000

 

 

 

25,000

 

Total long term liabilities

 

 

108,690

 

 

 

45,747

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

109,221

 

 

 

55,398

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

 

 

 

Preferred stock par value $0.001: 25,000,000 shares authorized; 0 shares issued or outstanding

 

 

-

 

 

 

-

 

Common stock par value $0.001: 50,000,000 shares authorized; 20,571 shares issued and outstanding as of May 31, 2019 and August 31, 2018

 

 

21

 

 

 

21

 

Additional paid-in capital

 

 

43,904,787

 

 

 

43,844,787

 

Accumulated deficit

 

 

(44,013,965)

 

 

(43,897,941)

 

 

 

 

 

 

 

 

 

Total stockholders' deficit

 

 

(109,157)

 

 

(53,133)

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' deficit

 

$64

 

 

$2,265

 

 

See accompanying notes to the unaudited financial statements.

 

 
F-2
 
Table of Contents

 

Agentix Corp.

(fka FairWind Energy, Inc.)

Statements of Operations

 

 

 

For the Three

 

 

For the Three

 

 

For the Nine

 

 

For the Nine

 

 

 

Months Ended

 

 

Months Ended

 

 

Months Ended

 

 

Months Ended

 

 

 

May 31, 2019

 

 

May 31, 2018

 

 

May 31, 2019

 

 

May 31, 2018

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

$8,441

 

 

$14,197

 

 

$44,943

 

 

$36,894

 

Salary and wages - officers

 

 

20,000

 

 

 

20,000

 

 

 

60,000

 

 

 

60,000

 

General and administrative expenses

 

 

2,005

 

 

 

4,698

 

 

 

4,340

 

 

 

8,699

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

30,446

 

 

 

38,895

 

 

 

109,283

 

 

 

105,593

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from Operations

 

 

(30,446)

 

 

(38,895)

 

 

(109,283)

 

 

(105,593)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

1,481

 

 

 

7,529

 

 

 

6,741

 

 

 

21,834

 

Loss on extinguishment of debt

 

 

-

 

 

 

42,629,753

 

 

 

-

 

 

 

42,629,753

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense, net

 

 

1,481

 

 

 

42,637,282

 

 

 

6,741

 

 

 

42,651,587

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$(31,927)

 

$(42,676,177)

 

$(116,024)

 

$(42,757,180)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- Basic and Diluted

 

$(1.55)

 

$(3,742.86)

 

$(5.64)

 

$(5,507.27)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- Basic and Diluted

 

 

11,041

 

 

 

11,402

 

 

 

11,041

 

 

 

7,764

 

 

See accompanying notes to the unaudited financial statements.

 

 
F-3
 
Table of Contents

 

Agentix Corp.

(fka FairWind Energy, Inc.)

Statements of Changes in Stockholders' Equity (Deficit)

For the nine months ended May 31, 2019 (Unaudited) and 2018 (Unaudited)

 

 

 

Common stock par value $0.001

 

 

Additional

 

 

 

 

Total

 

 

 

Number of

Shares

 

 

Amount

 

 

Paid-in

Capital

 

 

Accumulated

Deficit

 

 

Stockholders'

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, August 31, 2017

 

 

6,017,406

 

 

$6,017

 

 

$1,037,890

 

 

$(1,108,988)

 

$(65,081)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reverse stock split

 

 

(20,549,835)

 

 

(20,549)

 

 

20,549

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of debt

 

 

14,553,000

 

 

 

14,553

 

 

 

76,595

 

 

 

 

 

 

 

91,148

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contribution to capital

 

 

 

 

 

 

 

 

 

 

60,000

 

 

 

 

 

 

 

60,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

 

 

 42,629,753

 

 

 

 

 

 

 

 42,629,753

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(42,757,180)

 

 

(42,757,180)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, May 31, 2018

 

 

20,571

 

 

$21

 

 

$43,824,787

 

 

$(43,866,168)

 

$(41,360)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contribution to capital

 

 

 

 

 

 

 

 

 

 

20,000

 

 

 

 

 

 

 

20,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(31,773)

 

 

(31,773)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, August 31, 2018

 

 

20,571

 

 

$21

 

 

$43,844,787

 

 

$(43,897,941)

 

$(53,133)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contribution to capital

 

 

 

 

 

 

 

 

 

 

60,000

 

 

 

 

 

 

 

60,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(116,024)

 

 

(116,024)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, May 31, 2019

 

 

20,571

 

 

$21

 

 

$43,904,787

 

 

$(44,013,965)

 

$(109,157)

 

See accompanying notes to the unaudited financial statements.

 

 
F-4
 
Table of Contents

 

Agentix Corp.

(fka FairWind Energy, Inc.)

Statements of Cash Flows

 

 

 

For the Nine

 

 

For the Nine

 

 

 

Months Ended

 

 

Months Ended

 

 

 

May 31, 2019

 

 

May 31, 2018

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net loss

 

$(116,024)

 

$(42,757,180)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation expense

 

 

140

 

 

 

198

 

Bad debt expense

 

 

-

 

 

 

3,000

 

Amortization of discount on derivative liabilities

 

 

2,943

 

 

 

16,336

 

Loss on extinguishment of debt - related party

 

 

-

 

 

 

42,629,753

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accounts payable - related party

 

 

(7,711)

 

 

18,691

 

Accrued expenses

 

 

58,591

 

 

 

61,074

 

 

 

 

 

 

 

 

 

 

Net Cash Used in Operating Activities

 

 

(62,061)

 

 

(28,128)

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

Proceeds from convertible notes payable, related parties

 

 

60,000

 

 

 

25,000

 

 

 

 

 

 

 

 

 

 

Net Cash Provided by Financing Activities

 

 

60,000

 

 

 

25,000

 

 

 

 

 

 

 

 

 

 

Net Change in Cash

 

 

(2,061)

 

 

(3,128)

 

 

 

 

 

 

 

 

 

Cash - beginning of reporting period

 

 

2,125

 

 

 

3,688

 

 

 

 

 

 

 

 

 

 

Cash - end of reporting period

 

$64

 

 

$560

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Interest paid

 

$3,798

 

 

$8,697

 

 

 

 

 

 

 

 

 

 

Non Cash Financing and Investing Activities

 

 

 

 

 

 

 

 

Exercise of conversion of debt

 

$-

 

 

$91,148

 

Capital contribution related to salaries waived

 

$60,000

 

 

$60,000

 

 

See accompanying notes to the unaudited financial statements.

 

 
F-5
 
Table of Contents

 

Agentix Corp.

(fka FairWind Energy, Inc.)

May 31, 2019 and 2018

Notes to the Financial Statements

(Unaudited)

 

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.

 

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, 2018 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.

 

Reclassification

 

Certain amounts have been reclassified to conform to the current quarter’s presentation.

  

 
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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, 2019, 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 may not be 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.

 

Note 4 – Related Party Transactions

 

Free Office Space

 

The Company has been provided office space by Michael Winterhalter, Chief Executive Officer, at no cost. Management determined that such cost is nominal and did not recognize the rent expense in its financial statement.

 

Convertible Note Payable

 

The company issued a convertible promissory note on April 30, 2019 for $10,000 to Michael Winterhalter. This note matures on its third anniversary with interest payable at 8% per annum. The outstanding note and accrued interest convert at the option of the holder or the Company at the volume weighted average price of the common stock for the preceding 10 days, with a conversion floor of $0.10 on the 10-day Volume Weighted Average Price (“VWAP”). The Company evaluated the conversion option of the convertible promissory note for embedded derivatives and beneficial conversion features determining the conversion option to contain neither.

 

Effective April 30, 2019, Michael Winterhalter purchased Julie Cameron Down Revocable Trust’s convertible promissory note in the principal amount of $25,000.

 

Note 5 – Equity

 

Waived Compensation

 

The Company and Michael Winterhalter collectively waived payment in the amount of $45,000 for the nine months ended May 31, 2019. Waived compensation expense is included in payroll expense in the accompanying Statements of Operations and additional paid in capital in the accompanying Balance Sheets.

 

The Company and Eric Krogius collectively waived payment in the amount of $15,000 for the nine months ended May 31, 2019. Waived compensation expense is included in payroll expense in the accompanying Statements of Operations and additional paid in capital in the accompanying Balance Sheets.

 

Effective June 17, 2019, the Company proceeded with a reverse stock split. All figures have been updated to reflect the reverse stock split. See Note 7.

  

 
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Note 6 – Convertible Note Payable

 

The Company issued a convertible promissory note on October 1, 2016 to Julie Cameron Down Revocable Trust in the amount of $25,000. The interest rate is 8% and the maturity date is September 30, 2019 in which all outstanding principal together with interest on this note shall be due. The outstanding note and accrued interest convert at the option of the holder or the Company at the volume weighted average price of the common stock for the preceding 10 days (10-day VWAP). On March 1, 2017 this note was amended to introduce a conversion floor of $0.10 on the 10-day VWAP. This amendment extinguished the conditions that generated derivative liabilities related to this note. Effective April 30, 2019, Michael Winterhalter purchased Julie Cameron Down Revocable Trust’s convertible promissory note in the principal amount of $25,000.

 

Notes Payable consist of the following as of May 31, 2019:

 

Related Party Notes:

 

 

 

Mike Winterhalter

 

 

25,000

 

Mike Winterhalter

 

 

25,000

 

Mike Winterhalter

 

 

20,000

 

Mike Winterhalter

 

 

20,000

 

Mike Winterhalter

 

 

10,000

 

Mike Winterhalter

 

 

10,000

 

Long-term maturities

 

$110,000

 

 

The unamortized discount amount relating to the convertible promissory note is $1,310.

 

Maturities of notes payable for each of the fiscal years subsequent to May 31, 2019 are as follows:

 

August 31, 2020

 

$25,000

 

August 31, 2021

 

 

25,000

 

August 31, 2022

 

 

60,000

 

August 31, 2023

 

 

-

 

August 31, 2024

 

 

-

 

Thereafter

 

 

-

 

 

 

$110,000

 

 

Note 7 – Subsequent Events

 

Effective June 17, 2019, the Company proceeded with a reverse stock split of one (1) share of common stock, par value $0.001 per share, shall be issued for one thousand (1,000) issued shares of common stock, par value $0.001 per share. The reverse stock split has resulted in 20,571 common shares issued and outstanding and this change has been retroactively stated in the financial statements for the quarter ended May 31, 2019.

 

Effective June 17, 2019, the Company changed its name from FairWind Energy, Inc. to Agentix Corp.

 

 
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following information should be read in conjunction with (i) the financial statements of Agentix Corp., a Nevada corporation (the “Company”), and development stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the August 31, 2018 audited financial statements and related notes included in the Company’s Form 10-K (File No. 000-55383; the “Form 10-K”), as filed with the Securities and Exchange Commission on November 13, 2018. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

 

OVERVIEW

 

The Company was incorporated in the State of Nevada on April 18, 2013 and established a fiscal year end of August 31.

 

Going Concern

 

To date the Company has little operations or revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we complete the financing we endeavor to obtain, as described in the Form 10-K, and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

 

Our activities have been financed from the proceeds of share subscriptions. From our inception to May 31, 2019, we raised a total of $442,301 from private and public offerings of our common stock, and $179,000 from private offerings of debt in the form of convertible promissory notes.

 

The Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.

 

CRITICAL ACCOUNTING POLICIES

 

The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:

 

Basis of Presentation

 

The Company’s 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 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, 2018 and notes thereto contained in the Company’s Annual Report on Form 10-K.

 

 
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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.

 

PLAN OF OPERATION

 

We are a development stage corporation and have not yet generated or realized meaningful revenues from our business. We are involved in the design, engineering and manufacturing of composite products. The initial thrust of our business will be to supply products to the oil and gas industry. These products will include upstream production products such as sucker rods, fracking plugs, casings and other products where high temperature resistance, chemical resistance and a low weight to strength ratio products offer advantages to traditional materials (e.g., steel). If we are able to supply products to the oil and gas industry, then we plan to continue the development and sales of wind and solar hybrid energy systems. These systems also benefit from the use of higher performance materials (composites) and we will intend to incorporate them in product design and development.

 

Results of Operations

 

Three- and Nine-Month Periods Ended May 31, 2019 and 2018

 

We recorded no revenues for the three and nine months ended May 31, 2019 and 2018.  

 

For the three months ending May 31, 2019, we incurred total operating expenses of $30,446, consisting of professional fees of $8,441, salaries and wages to officers of the Company of $20,000, and general and administrative expenses of $2,005. By comparison, for the three months ending May 31, 2018, we incurred total operating expenses of $38,895, consisting of professional fees of $14,197, salaries and wages to officers of the Company of $20,000, and general and administrative expenses of $4,698.

 

We incurred a net loss of $31,972 for the three months ended May 31, 2019, and a net loss of $42,676,177 for the three months ended May 31, 2018. The net loss for the three months ended May 31, 2018 was approximately 93% larger than the net loss for three months ended May 31, 2019, due primarily to the conversion of debt into shares of common stock.

 

For the nine months ending May 31, 2019, we incurred total operating expenses of $109,283, consisting of professional fees of $44,943, salaries and wages to officers of the Company of $60,000, and general and administrative expenses of $4,340. By comparison, for the nine months ending May 31, 2018, we incurred total operating expenses of $105,593, consisting of professional fees of $36,894, salaries and wages to officers of the Company of $60,000, and general and administrative expenses of $8,699.

 

We incurred a net loss of $116,024 for the nine months ended May 31, 2019, and a net loss of $42,757,180 for the nine months ended May 31, 2018. The net loss for the nine months ended May 31, 2018 was approximately 93% larger than the net loss for nine months ended May 31, 2019, due primarily to the conversion of debt into shares of common stock.

 

 
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Liquidity and Capital Resources

 

At May 31, 2019, we had a cash balance of $64, and our working capital balance was $(109,157). We do not have sufficient cash on hand to complete our plan of operation for the next 12 months. We will need to raise funds to complete our plan of operation and fund our ongoing operational expenses for the next 12 months. Additional funding will likely come from equity financing from the sale of our common stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our development activities and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our development to complete our plan of operation and our business will fail.

 

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders

 

Subsequent Events

 

Effective June 17, 2019, the Company proceeded with a reverse stock split of one (1) share of common stock, par value $0.001 per share, for one thousand (1,000) issued shares of common stock, par value $0.001 per share. The reverse stock split has resulted in 20,571 common shares issued and outstanding and this change has been retroactively stated in the financial statements for the quarter ended May 31, 2019.

 

Effective June 17, 2019, the Company changed its name from FairWind Energy, Inc. to Agentix Corp.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

DISCLOSURE CONTROLS AND PROCEDURES

 

Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of May 31, 2019.

 

There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

 

 
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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

 

ITEM 1A. RISK FACTORS

 

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

None.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

 
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ITEM 6. EXHIBITS.

 

(a) Exhibits required by Item 601 of Regulation SK.:

 

Number

 

Description

 

 

3.1.1

 

Articles of Incorporation (1)

3.1.2

 

Certificate of Amendment to Articles of Incorporation (2)

3.1.3

 

Certificate of Change (2)

3.2

 

Bylaws (1)

31.1

 

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

 

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

 

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS *

 

XBRL Instance Document

101.SCH *

 

XBRL Taxonomy Extension Schema Document

101.CAL *

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF *

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB *

 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE *

 

XBRL Taxonomy Extension Presentation Linkbase Document

_____________

(1)Incorporated by reference to the Registrant’s Form S-1 (File No. 333-194975), filed with the SEC on April 1, 2014.
(2)Incorporated by reference to the Registrant’s Form 8-K (File No. 000-55383), filed with the SEC on July 11, 2019.

*

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

AGENTIX CORP.

 

(Name of Registrant)

   

 

Date: July 15, 2019

By:

/s/ Scott Stevens

Name:

Scott Stevens

Title:

President

(principal executive officer, principal accounting

officer and principal financial officer)

 

 
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