10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended September 30, 2023

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	(I.R.S. Employer
incorporation or organization)	Identification No.)

32932 Pacific Coast Highway, #14-254

Dana Point, California 92629

 (Address of principal executive offices, zip code)

(321) 299-2041 

(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 ☒    No ☐

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 ☒     No ☐

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	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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. ☐

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

As of November 15, 2023, there were 40,066,951 shares of common stock, $0.001 par value per share, outstanding.

AGENTIX CORP.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED SEPTEMBER 30, 2023

INDEX

Index		Page
Part I. Financial Information
Item 1.	Financial Statements	4
	Consolidated Balance Sheets at September 30, 2023 (Unaudited) and March 31, 2023 (Audited).	4
	Unaudited Consolidated Statement of Operations for the three and six months ended September 30, 2023 and 2022.	5
	Unaudited Consolidated Statement of Changes in Stockholders’ Deficit for the six months ended September 30, 2023 and 2022.	6
	Unaudited Consolidated Statement of Cash Flows for the six months ended September 30, 2023 and 2022.	7
	Notes to Financial Statements (Unaudited).	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	16
Item 4.	Controls and Procedures.	16
Part II. Other Information
Item 1.	Legal Proceedings.	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	17
Item 3.	Defaults Upon Senior Securities.	17
Item 4.	Mine Safety Disclosures.	17
Item 5.	Other Information.	17
Item 6.	Exhibits.	18
Signatures		19

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 Company’s need for and ability to obtain additional financing, product demand, market and customer acceptance, competition, public health crises, pricing and development difficulties, as well as general industry and market conditions and growth rates, general economic conditions, and 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

PART I. FINANCIAL INFORMATION

ITEM  1. FINANCIAL STATEMENTS.

Agentix Corp. and Subsidiaries

Consolidated Balance Sheets

	September 30, 2023			March 31, 2023
	(Unaudited)
Assets
Current Assets
Cash	$	27,538		$	12,369
Prepaid expense and other current assets		306,166			249,023
Total current assets		333,704			261,392
Total assets	$	333,704		$	261,392
Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable	$	1,438,658		$	1,057,215
Accounts payable - related parties		1,651,351			1,394,230
Note payable - related party		50,000			50,000
Accrued expenses		9,156			9,110
Total current liabilities		3,149,165			2,510,555
Long Term Liabilities		-			-
Total liabilities		3,149,165			2,510,555
Commitments and Contingencies		-			-
Stockholders’ Deficit
Common stock par value $0.001: 50,000,000 shares authorized; 40,066,951 shares issued and outstanding as of September 30, 2023 and March 31, 2023		40,067			40,067
Common stock to be issued (357,102 at September 30, 2023 and March 31, 2023)		53,535			53,535
Additional paid-in capital		3,025,796			3,025,796
Accumulated other comprehensive income		22,997			765
Accumulated deficit		(5,957,856	)		(5,369,326	)
Total stockholders’ deficit		(2,815,461	)		(2,249,163	)
Total liabilities and stockholders’ deficit	$	333,704		$	261,392

See accompanying notes to the unaudited consolidated financial statements.

4

Agentix Corp. and Subsidiaries

Unaudited Consolidated Statement of Operations

	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Year Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Operating Expenses
Professional fees	$	122,181			68,008		$	237,307			156,852
Research and development		58,366			284,532			216,548			335,644
General and administrative expenses		172,608			71,790			300,435			96,488
Total operating expenses		353,155			424,330			754,290			588,984
Loss from operations		(353,155	)		(424,330	)		(754,290	)		(588,984	)
Other (income) expense
Foreign exchange loss		18,879			-			22,222			-
Interest expense		5,557			-			10,637			-
Interest income		(248	)		-			(248	)		-
Other income		(198,371	)		-			(198,371	)		-
Other income, net		(174,183	)		-			(165,760	)		-
Loss before Income tax provision		(178,972	)		(424,330	)		(588,530	)		(588,984	)
Income tax provision		-			-			-			-
Net loss	$	(178,972	)	$	(424,330	)	$	(588,530	)	$	(588,984	)
Other comprehensive income
Change in foreign currency translation, net of tax		15,984			-			22,232			-
Total other comprehensive loss		(162,988	)		(424,330	)		(566,298	)		(588,984	)
Loss per share
- Basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Weighted average common shares outstanding
- Basic and diluted		40,066,951			39,030,284			40,066,951			38,944,896

See accompanying notes to the unaudited consolidated financial statements.

5

Agentix Corp. and Subsidiaries

Unaudited Consolidated Statement of Changes in Stockholders’ Deficit

For the Six months Ended September 30, 2023 and 2022

	Common stock par value $0.001
	Number of Shares		Amount		Common Stock to be Issued		Additional Paid-in Capital		Other Comprehensive Loss		Accumulated Deficit			Total Stockholders’ Deficit
Balance, March 31, 2023		40,066,951	$	40,067	$	53,535	$	3,025,796	$	765	$	(5,369,326	)	$	(2,249,163	)
Net Loss										6,248		(409,558	)		(403,310	)
Balance, June 30, 2023		40,066,951	$	40,067	$	53,535	$	3,025,796	$	7,013	$	(5,778,884	)	$	(2,652,473	)
Net Loss										15,984		(178,972	)		(162,988	)
Balance, September 30, 2023		40,066,951	$	40,067	$	53,535	$	3,025,796	$	22,997	$	(5,957,856	)	$	(2,815,461	)
Balance, March 31, 2022		38,916,951	$	38,917	$	-	$	2,879,606	$	-	$	(3,995,521	)	$	(1,076,998	)
Net Loss										-		(164,654	)		(164,654	)
Balance, June 30, 2022		38,916,951	$	38,917	$	-	$	2,879,606	$	-	$	(4,160,175	)	$	(1,241,652	)
Shares issued for cash		200,000		200				49,800							50,000
Net Loss										-		(424,330	)		(424,330	)
Balance, September 30, 2022		39,116,951	$	39,117	$	-	$	2,929,406	$	-	$	(4,584,505	)	$	(1,615,982	)

See accompanying notes to the unaudited consolidated financial statements.

6

Agentix Corp. and Subsidiaries

Unaudited Consolidated Statement of Cash Flows

	Six Months			Six Months
	Ended			Ended
	September 30, 2023			September 30, 2022
Cash Flows from Operating Activities
Net loss	$	(588,530	)	$	(588,984	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of stock issued for software		15,788			10,000
Changes in operating assets and liabilities:
Prepayments and other current assets		(72,932	)		-
Accrued expenses, accounts payable and accounts payable-related party		638,611			531,541
Net Cash Used in Operating Activities		(7,063	)		(47,443	)
Cash Flows from Investing Activities		-			-
Cash Flows from Financing Activities
Proceeds from issuance of debt		70,000			-
Principal payments of debt		(70,000	)		-
Proceeds from issuance of common stock		-			50,000
Net Cash Provided by Financing Activities		-			50,000
Effects of Foreign Exchange Rate Changes on Cash		22,232			-
Net Change in Cash		15,169			2,557
Cash - beginning of reporting period		12,369			145
Cash - end of reporting period	$	27,538		$	2,702

See accompanying notes to the unaudited consolidated financial statements.

7

Note 1 - Organization and Basis of Presentation

Description of the Company

FairWind Energy, Inc. (the “Company”) was incorporated on April 18, 2013 under the laws of the State of Nevada.  Effective June 17, 2019, the Company changed its name to Agentix Corp. In March 2022, the Company changed its fiscal year end from August to March.

The Company is a clinical-stage biotechnology company developing therapeutic agents for the treatment of metabolic disease like Type 2 diabetes mellitus, obesity, non-alcoholic fatty liver disease (NAFLD) and non-alcoholic steatohepatitis (NASH).

Going Concern

The Company’s unaudited consolidated 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 unaudited consolidated financial statements, the Company had an accumulated deficit on September 30, 2023 and a net loss. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Cash on hand as of September 30, 2023 was $27,538.

The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position is not sufficient to support its daily operations and it will need further funding. 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.

The unaudited consolidated 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.

Principles of Consolidation

The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, GSL Healthcare, Inc., AB Merger LLC, Agentix Australia Pty Ltd, and Applied Biopharma, all 100% owned entities. Intercompany transactions and balances have been eliminated in consolidation.

Note 2 - Significant and Critical Accounting Policies and Practices

Basis of Presentation

The accompanying unaudited consolidated 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 the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited interim consolidated 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 March 31, 2023 and notes thereto contained in the Company’s Annual Report on Form 10-K.

Prepayment

Prepayments consisted of the following:

· $290,998 and $199,347 as of September 30, 2023 and March 31, 2023, respectively, related to obligations for clinical research for which the Company is obligated to pay, but hasn’t recorded the expense as the related services were not completed by the vendor as of March 31, 2023. There were no similar prepayments as of March 31, 2022.

· $3,077 and $21,797 as of September 30, 2023 and March 31, 2023, respectively, related to Goods and Services Tax (GST). GST relates to expenses and assets from the Company’s Agentix Australian Pty Ltd entity that is recognized net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office.

· $12,101 and $27,879 as of September 30, 2023 and March 31, 2023, respectively, related to shares issued for prepaid software.

8

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments.

Research and Development

The Company follows paragraph 730-10-25-1 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 2 ”Accounting for Research and Development Costs”) and paragraph 730-20-25-11 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 68 ”Research and Development Arrangements”) for research and development costs. Research and development costs are charged to expense as incurred. Research and development costs consist primarily of remuneration for material and testing costs for research and development.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include a. affiliates (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act) of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

9

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.

Earnings per Share

Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.

There were no dilutive common shares for the six months ended September 30, 2023.

Stock-Based Payments

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock Compensation” (“ASC 718”), which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

For non-employees, the Company follows ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Under the ASU No. 2017-07, most of the guidance on stock payments to nonemployees is aligned with the requirements for share-based payments granted to employees. As such, most of the guidance in ASC 718 associated with employee share-based payments, including most requirements related to classification and measurement, applies to nonemployee share-based payment arrangements.

10

No stock options or warrants were issued or outstanding as of September 30, 2023 and March 31, 2023.

Recent Accounting Pronouncements

There have been no recent accounting pronouncements or changes in accounting pronouncements during the six months ended September 30, 2023, as compared to the recent accounting pronouncements described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023, that are of significance or potential significance to the Company.

Note 3 – Related Parties

SBS Management LLC

During the six months ended September 30, 2023, the Company incurred $78,000 of management and IT fees; $30,000 for reimbursement of rent; and $31,473 of advances to the Company to cover certain operating expenses and accounts payable from SBS Management LLC, a company controlled by Mr. Scott Stevens who is a shareholder of the Company. As of September 30, 2023 and March 31, 2023, $692,416 and $552,943, respectively, was included in Accounts payable – related party on the accompanying unaudited balance sheet.

During the six months ended September 30, 2022, the Company incurred $78,000 of management and IT fees; $30,000 for reimbursement of rent; and $16,828 of advances to the Company to cover certain operating expenses and accounts payable from SBS Management LLC.

Gray’s Peak Capital

During the six ended September 30, 2023 and 2022, Gray’s Peak Capital (“Gray’s Peak”), a company founded by a shareholder of the Company, made advances to the Company to cover certain operating expenses. These advances are unsecured, non-interest bearing, with no formal terms of repayment. As of September 30, 2023 and March 31, 2023, the amounts due Gray’s Peak for these advances were $260,686 and $248,187, respectively, and was included in accounts payable – related parties on the accompanying balance sheet.

Gray’s Peak Capital – Notes Payable

On January 15, 2023 and June 15, 2023, the Company entered into two separate Mezzanine Secured Note (“Notes”) in the principal amount up to $200,000 and $500,000, respectively, with Gray’s Peak Private Credit LLC. For 30 days after the date of the Note, the Note bears interest at 7.5%. After the 30th day, the Note bears interest at 2% per month until paid in full. The Note matures and becomes due and payable in full on the 4^th and 6^th month anniversary of the loan (May 15, 2023 and December 15, 2023). The Company has the option of prepaying any part of the Note in whole or in part without any premium or penalty. In August 2023, Gray’s Peak extended the due date of the January 15, 2023 Note to August 31, 2023.

The Notes are secured by a pledge by the Company of favor of Gray’s Peak of all of the assets and property of the Company, including without limitation all R&D tax credits, goods, tangible property, machinery, owned equipment, furniture, fixtures, vehicles, parts, accounts, deposit accounts, letter-of-credit rights, chattel paper, contract rights, documents, instruments, investment property, choses in action, general intangibles, goodwill and intellectual property, of any kind or nature, wherever located, in which Company has an interest now or in the future, and which are now existing or hereafter created or acquired, together with any and all additions, replacements, accessions and substitutions thereto or therefore, and any proceeds thereof excluding equipment leased by the Company (collectively called the “Collateral”). Gray’s Peak interest is senior to the unsecured debt or lenders of the Company and the Company’s equity holders. Upon the occurrence of any Event of Default, as defined in the agreement, the principal sum, all accrued and unpaid interest owing thereon and all costs and expenses payable pursuant to this Note, shall, at the sole option of Gray’s Peak and with submission of written notice, become immediately due and payable. 

As of September 30, 2023 and March 31, 2023, the principal balance outstanding was $50,000 and $50,000, respectively, of which the $50,000 outstanding balance as of March 31, 2023 was repaid in September 2023. The notes were included in notes payable – related party on the accompanying condensed balance sheet of which $9,156 and $1,643 of interest was accrued and included in accrued expenses as of September 30, 2023 and March 31, 2023, respectively.

11

Management

During the six months ended September 30, 2023 and September 30, 2022, the Company incurred $103,350 and $70,000, respectively, of consulting fees from a consulting agreement with the Company’s President and Board member. As of September 30, 2023 and March, 31 2023, $471,850 and $368,500, respectively, was included in accounts payable – related party on the accompanying balance sheet.

During the six months ended September 30, 2022, the Company incurred $30,000 of consulting fees from a consulting and employment agreement with the Company’s then CEO. As of September 30, 2023 and March 31, 2023, $262,500 was included in accounts payable – related party on the accompanying balance sheet.

Note 4 – Equity

As of September 30, 2023 and March 31, 2023, the Company has authorized 50,000,000 shares of common stock at a par value of $0.001 per share and had issued and outstanding shares of common stock of 40,066,951.

Shares to be Issued

The Company had previously granted 250,000 shares of its common stock for services previously provided. As of September 30, 2023 and March 31, 2023, these shares had not been issued and were included in common stock to be issued in the consolidated balance sheet.

The Company had previously issued shares of its common stock in exchange for a one-year software subscription. As of September 30, 2023 and March 31, 2023, 107,102 shares granted had not been issued and were included in common stock to be issued in the consolidated balance sheet.

Note 5 – Subsequent Events

In accordance with ASC 855, the Company has analyzed its operations subsequent to September 30, 2023 through the date these financial statements were issued and has determined that it does not have any other material subsequent events to disclose in these financial statements.

12

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 March 31, 2023 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 July 14, 2023. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

Company Overview

We were incorporated in the State of Nevada on April 18, 2013 and we initially established a fiscal year end of August 31. In March 2022, we changed our year end to March 31.

COVID-19

We continue to evaluate the impact of the COVID-19 pandemic on the industry and our Company and have concluded that while it is reasonably possible that the virus could have a negative effect on our financial position and results of our operations, the specific impact is not readily determinable as of the date of this filing. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The preparation of these consolidated 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 Accounting

Our 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 our audited financial statements for the reporting period ended March 31, 2023, as filed on July 14, 2023, and notes thereto contained in our Annual Report on Form 10-K.

13

Deferred Tax Assets and Income Tax Provision

We account 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 we conclude 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.

We 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, we 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.

Recent Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2023 as compared to Three Months Ended September 30, 2022:

We recorded no revenues during the three months ended September 30, 2023 and 2022.

For the three months ended September 30, 2023, professional fees were $122,181 as compared to $68,008 for the three months ended September 30, 2022, an increase of $54,173. The increase mainly related to higher board and consulting fees.

For the three months ended September 30, 2023, we incurred total research and development expenses of $58,366 as compared to $284,532 for the three months ended September 30, 2022, a decrease of $226,166. The decrease was mainly related to lower patent and R&D consulting fees.

For the three months ended September 30, 2023, general and administrative expenses were $172,608 as compared to $71,790 for the three months ended September 30, 2022, an increase of $100,818. The increase was mainly related to a royalty fee we incurred related to patents, which we did not have a similar expense during our three months ended September 30, 2022.

For the three months ended September 30, 2023, foreign exchange loss was $18,879. We did not incur any foreign exchange losses for the three months ended September 30, 2022.

For the three months ended September 30, 2023, interest expense, net was $5,309 as compared to nil for the three months ended September 30, 2022. The net increase in interest expense related to our loan activity during the three months ended September 30, 2023 for which we did not have any loans in the comparable period ending September 30, 2022.

For the three months ended September 30, 2023, we received R&D credits totaling $198,371 related to our R&D efforts that occurred at our Agentix Australia Pty Ltd entity. We did not receive any R&D credits for the comparable period ended September 30, 2022.

14

Six Months Ended September 30, 2023 as compared to Six Months Ended September 30, 2022:

We recorded no revenues during the six months ended September 30, 2023 and 2022.

For the six months ended September 30, 2023, professional fees were $237,307 as compared to $156,852 for the six months ended September 30, 2022, an increase of $80,455. The increase mainly related to higher consulting fees.

For the six months ended September 30, 2023, we incurred total research and development expenses of $216,548 as compared to $335,644 for the six months ended September 30, 2022, a decrease of $119,096. The decrease was mainly related to lower patent costs offset slightly by higher R&D supplies and consulting expenses.

For the six months ended September 30, 2023, general and administrative expenses were $300,435 as compared to $96,488 for the six months ended September 30, 2022, an increase of $203,947. The increase was mainly related to a royalty fee we incurred related to patents, which we did not have a similar expense during our six months ended September 30, 2022.

For the six months ended September 30, 2023, foreign exchange loss was $22,222. We did not incur any foreign exchange losses for the six months ended September 30, 2022.

For the six months ended September 30, 2023, interest expense, net was $10,389 as compared to nil for the six months ended September 30, 2022. The net increase in interest expense related to our loan activity during the six months ended September 30, 2023 for which we did not have any loans in the comparable period ending September 30, 2022.

For the six months ended September 30, 2023, we received R&D credits totaling $198,371 related to our R&D efforts that occurred at our Agentix Australia Pty Ltd entity. We did not receive any R&D credits for the comparable period ended September 30, 2022.

Liquidity and Capital Resources

Our unaudited consolidated financial statements have been prepared assuming that we 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 our unaudited consolidated financial statements for the six months ended September 30, 2023, we had an accumulated deficit, we did not incur any revenue and we had a net loss along with negative cash generated from our operations. In addition, we owe our vendors and related parties $3,149,165 as of September 30, 2023. Although, on January 15, 2023 and June 15, 2023, we entered into two separate Mezzanine Secured Note (“Notes”) in the principal amount up to $200,000 and $500,000, respectively, with Gray’s Peak Private Credit LLC (see Note 3 to the unaudited consolidated financial statements), the debt maturity of these Notes is short term. These factors raise substantial doubt about our ability to continue as a going concern.

We are attempting to commence operations and generate sufficient revenue; however, our cash position is not sufficient to support our daily operations. As such, 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 or debt financing. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company and if we obtain debt financing, the terms of any such debt financing may not be favorable to existing shareholders. We cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or obtaining debt 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

In accordance with ASC 855, we have analyzed our operations subsequent to September 30, 2023 through the date these financial statements were issued, and have determined that we don’t have any other material subsequent events to disclose in these financial statements.

15

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 Rehan Huda, a director, who acts as both our principal executive officer and our principal financial officer, is 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, Mr. Huda  concluded as of the evaluation date that our disclosure controls and procedures were not effective as of September 30, 2023.

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.

16

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.

Effective September 1, 2023, Salman Hoda resigned as Chief Executive Officer, President, Secretary and Treasurer of the Company.  The Company is currently without an officer.  Mr. Hoda remains as a director of the Company.

17

ITEM 6. EXHIBITS.

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

Number	Description
3.1.1	Articles of Incorporation
3.1.2	Certificate of Amendment to Articles of Incorporation
3.1.3	Certificate of Change
3.2	Bylaws
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 *	Inline XBRL Instance Document
101.SCH *	Inline XBRL Taxonomy Extension Schema Document
101.CAL *	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE *	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_____________

*Furnished, not filed.

18

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.
Date: November 20, 2023	By:	/s/ Rehan Huda
		Name: Rehan Huda
		Title: Director (principal executive officer, principal accounting officer and principal financial officer)

19

EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF AGENTIX CORP.

I, Rehan Huda, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Agentix Corp.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 20, 2023	By:	/s/ Rehan Huda
		Rehan Huda
		Director (principal executive officer, principal accounting officer and principal financial officer)

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER OF AGENTIX CORP.

I, Rehan Huda, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Agentix Corp.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 20, 2023	By:	/s/ Rehan Huda
		Rehan Huda
		Director (principal executive officer, principal accounting officer and principal financial officer)

EX-32.1

 EXHIBIT 32.1

SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND

PRINCIPAL FINANCIAL OFFICER OF AGENTIX CORP.

In connection with the accompanying Quarterly Report on Form 10-Q of Agentix Corp. for the quarter ended September 30, 2023, the undersigned, Rehan Huda, Secretary and Treasurer of Agentix Corp., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	such Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	the information contained in such Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 fairly presents, in all material respects, the financial condition and results of operations of Agentix Corp.

Date: November 20, 2023	By:	/s/ Rehan Huda
		Director
		(principal executive officer, principal accounting officer and principal financial officer)

XML

Cover - shares	6 Months Ended
	Sep. 30, 2023	Nov. 15, 2023
Cover [Abstract]
Entity Registrant Name	AGENTIX CORP.
Entity Central Index Key	0001603345
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Entity Common Stock Shares Outstanding		40,066,951
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-55383
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	46-2876282
Entity Address Address Line 1	32932 Pacific Coast Highway
Entity Address Address Line 2	14-254
Entity Address City Or Town	Dana Point
Entity Address State Or Province	CA
Entity Address Postal Zip Code	92629
City Area Code	321
Local Phone Number	299-2041
Entity Interactive Data Current	Yes

XML

Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Mar. 31, 2023
Current Assets
Cash	$ 27,538	$ 12,369
Prepaid expense and other current assets	306,166	249,023
Total current assets	333,704	261,392
Total assets	333,704	261,392
Current Liabilities
Accounts payable	1,438,658	1,057,215
Accounts payable - related parties	1,651,351	1,394,230
Note payable - related party	50,000	50,000
Accrued expenses	9,156	9,110
Total current liabilities	3,149,165	2,510,555
Long Term Liabilities	0	0
Total liabilities	3,149,165	2,510,555
Commitments and Contingencies	0	0
Stockholders' Deficit
Common stock par value $0.001: 50,000,000 shares authorized; 40,066,951 shares issued and outstanding as of September 30, 2023 and March 31, 2023	40,067	40,067
Common stock to be issued (357,102 at September 30, 2023 and March 31, 2023)	53,535	53,535
Additional paid-in capital	3,025,796	3,025,796
Accumulated other comprehensive income	22,997	765
Accumulated deficit	(5,957,856)	(5,369,326)
Total stockholders' deficit	(2,815,461)	(2,249,163)
Total liabilities and stockholders' deficit	$ 333,704	$ 261,392

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Mar. 31, 2023
Consolidated Balance Sheets
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	40,066,951	40,066,951
Common stock, shares outstanding	40,066,951	40,066,951
Common stock to be issued	357,102	357,102

XML

Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating Expenses
Professional fees	$ 122,181	$ 68,008	$ 237,307	$ 156,852
Research and development	58,366	284,532	216,548	335,644
General and administrative expenses	172,608	71,790	300,435	96,488
Total operating expenses	353,155	424,330	754,290	588,984
Loss from operations	(353,155)	(424,330)	(754,290)	(588,984)
Other (income) expense
Foreign exchange loss	18,879	0	22,222	0
Interest expense	5,557	0	10,637	0
Interest income	(248)	0	(248)	0
Other income	(198,371)	0	(198,371)	0
Other income, net	(174,183)	0	(165,760)	0
Loss before Income tax provision	(178,972)	(424,330)	(588,530)	(588,984)
Income tax provision	0	0	0	0
Net loss	(178,972)	(424,330)	(588,530)	(588,984)
Other comprehensive income
Change in foreign currency translation, net of tax	15,984	0	22,232	0
Total other comprehensive loss	$ (162,988)	$ (424,330)	$ (566,298)	$ (588,984)
Loss per share
- Basic and diluted	$ (0.00)	$ (0.01)	$ (0.01)	$ (0.02)
Weighted average common shares outstanding
- Basic and diluted	40,066,951	39,030,284	40,066,951	38,944,896

XML

Consolidated Statement of Changes in Stockholders (Deficit) Equity (Unaudited) - USD ($)	Total	Common Stock [Member]	Common Stock to be Issued	Additional Paid-in Capital	Other Comprehensive loss	Accumulated Deficit
Balance, shares at Mar. 31, 2022		38,916,951
Balance, amount at Mar. 31, 2022	$ (1,076,998)	$ 38,917	$ 0	$ 2,879,606	$ 0	$ (3,995,521)
Net Loss	(164,654)				0	(164,654)
Balance, shares at Jun. 30, 2022		38,916,951
Balance, amount at Jun. 30, 2022	(1,241,652)	$ 38,917	0	2,879,606	0	(4,160,175)
Balance, shares at Mar. 31, 2022		38,916,951
Balance, amount at Mar. 31, 2022	(1,076,998)	$ 38,917	0	2,879,606	0	(3,995,521)
Net Loss	(588,984)
Balance, shares at Sep. 30, 2022		39,116,951
Balance, amount at Sep. 30, 2022	(1,615,982)	$ 39,117	0	2,929,406	0	(4,584,505)
Balance, shares at Jun. 30, 2022		38,916,951
Balance, amount at Jun. 30, 2022	(1,241,652)	$ 38,917	0	2,879,606	0	(4,160,175)
Net Loss	(424,330)				0	(424,330)
Shares issued for cash, shares		200,000
Shares issued for cash, amount	50,000	$ 200		49,800
Balance, shares at Sep. 30, 2022		39,116,951
Balance, amount at Sep. 30, 2022	(1,615,982)	$ 39,117	0	2,929,406	0	(4,584,505)
Balance, shares at Mar. 31, 2023		40,066,951
Balance, amount at Mar. 31, 2023	(2,249,163)	$ 40,067	53,535	3,025,796	765	(5,369,326)
Net Loss	(403,310)				6,248	(409,558)
Balance, shares at Jun. 30, 2023		40,066,951
Balance, amount at Jun. 30, 2023	(2,652,473)	$ 40,067	53,535	3,025,796	7,013	(5,778,884)
Balance, shares at Mar. 31, 2023		40,066,951
Balance, amount at Mar. 31, 2023	(2,249,163)	$ 40,067	53,535	3,025,796	765	(5,369,326)
Net Loss	(566,298)
Balance, shares at Sep. 30, 2023		40,066,951
Balance, amount at Sep. 30, 2023	(2,815,461)	$ 40,067	53,535	3,025,796	22,997	(5,957,856)
Balance, shares at Jun. 30, 2023		40,066,951
Balance, amount at Jun. 30, 2023	(2,652,473)	$ 40,067	53,535	3,025,796	7,013	(5,778,884)
Net Loss	(162,988)				15,984	(178,972)
Balance, shares at Sep. 30, 2023		40,066,951
Balance, amount at Sep. 30, 2023	$ (2,815,461)	$ 40,067	$ 53,535	$ 3,025,796	$ 22,997	$ (5,957,856)

XML

Consolidated Statement of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities
Net loss	$ (588,530)	$ (588,984)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of stock issued for software	15,788	10,000
Changes in operating assets and liabilities:
Prepayments and other current assets	(72,932)	0
Accrued expenses, accounts payable and accounts payable-related party	638,611	531,541
Net Cash Used in Operating Activities	(7,063)	(47,443)
Cash Flows from Investing Activities	0	0
Cash Flows from Financing Activities
Proceeds from issuance of debt	70,000	0
Principal payments of debt	(70,000)	0
Proceeds from issuance of common stock	0	50,000
Net Cash Provided by Financing Activities	0	50,000
Effects of Foreign Exchange Rate Changes on Cash	22,232	0
Net Change in Cash	15,169	2,557
Cash - beginning of reporting period	12,369	145
Cash - end of reporting period	$ 27,538	$ 2,702

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Organization and Basis of Presentation

6 Months Ended

Sep. 30, 2023

Organization and Basis of Presentation

Organization and Basis of Presentation

Note 1 - Organization and Basis of Presentation

Description of the Company

FairWind Energy, Inc. (the “Company”) was incorporated on April 18, 2013 under the laws of the State of Nevada.  Effective June 17, 2019, the Company changed its name to Agentix Corp. In March 2022, the Company changed its fiscal year end from August to March.

The Company is a clinical-stage biotechnology company developing therapeutic agents for the treatment of metabolic disease like Type 2 diabetes mellitus, obesity, non-alcoholic fatty liver disease (NAFLD) and non-alcoholic steatohepatitis (NASH).

Going Concern

The Company’s unaudited consolidated 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 unaudited consolidated financial statements, the Company had an accumulated deficit on September 30, 2023 and a net loss. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Cash on hand as of September 30, 2023 was $27,538.

The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position is not sufficient to support its daily operations and it will need further funding. 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.

The unaudited consolidated 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.

Principles of Consolidation

The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, GSL Healthcare, Inc., AB Merger LLC, Agentix Australia Pty Ltd, and Applied Biopharma, all 100% owned entities. Intercompany transactions and balances have been eliminated in consolidation.

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Significant and Critical Accounting Policies and Practices

6 Months Ended

Sep. 30, 2023

Significant and Critical Accounting Policies and Practices

Significant and Critical Accounting Policies and Practices

Note 2 - Significant and Critical Accounting Policies and Practices

Basis of Presentation

The accompanying unaudited consolidated 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 the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited interim consolidated 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 March 31, 2023 and notes thereto contained in the Company’s Annual Report on Form 10-K.

Prepayment

Prepayments consisted of the following:

· $290,998 and $199,347 as of September 30, 2023 and March 31, 2023, respectively, related to obligations for clinical research for which the Company is obligated to pay, but hasn’t recorded the expense as the related services were not completed by the vendor as of March 31, 2023. There were no similar prepayments as of March 31, 2022.

· $3,077 and $21,797 as of September 30, 2023 and March 31, 2023, respectively, related to Goods and Services Tax (GST). GST relates to expenses and assets from the Company’s Agentix Australian Pty Ltd entity that is recognized net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office.

· $12,101 and $27,879 as of September 30, 2023 and March 31, 2023, respectively, related to shares issued for prepaid software.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments.

Research and Development

The Company follows paragraph 730-10-25-1 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 2 ”Accounting for Research and Development Costs”) and paragraph 730-20-25-11 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 68 ”Research and Development Arrangements”) for research and development costs. Research and development costs are charged to expense as incurred. Research and development costs consist primarily of remuneration for material and testing costs for research and development.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include a. affiliates (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act) of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

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.

Earnings per Share

Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.

There were no dilutive common shares for the six months ended September 30, 2023.

Stock-Based Payments

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock Compensation” (“ASC 718”), which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

For non-employees, the Company follows ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Under the ASU No. 2017-07, most of the guidance on stock payments to nonemployees is aligned with the requirements for share-based payments granted to employees. As such, most of the guidance in ASC 718 associated with employee share-based payments, including most requirements related to classification and measurement, applies to nonemployee share-based payment arrangements.

No stock options or warrants were issued or outstanding as of September 30, 2023 and March 31, 2023.

Recent Accounting Pronouncements

There have been no recent accounting pronouncements or changes in accounting pronouncements during the six months ended September 30, 2023, as compared to the recent accounting pronouncements described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023, that are of significance or potential significance to the Company.

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Related Parties

6 Months Ended

Sep. 30, 2023

Related Parties

Related Parties

Note 3 – Related Parties

SBS Management LLC

During the six months ended September 30, 2023, the Company incurred $78,000 of management and IT fees; $30,000 for reimbursement of rent; and $31,473 of advances to the Company to cover certain operating expenses and accounts payable from SBS Management LLC, a company controlled by Mr. Scott Stevens who is a shareholder of the Company. As of September 30, 2023 and March 31, 2023, $692,416 and $552,943, respectively, was included in Accounts payable – related party on the accompanying unaudited balance sheet.

During the six months ended September 30, 2022, the Company incurred $78,000 of management and IT fees; $30,000 for reimbursement of rent; and $16,828 of advances to the Company to cover certain operating expenses and accounts payable from SBS Management LLC.

Gray’s Peak Capital

During the six ended September 30, 2023 and 2022, Gray’s Peak Capital (“Gray’s Peak”), a company founded by a shareholder of the Company, made advances to the Company to cover certain operating expenses. These advances are unsecured, non-interest bearing, with no formal terms of repayment. As of September 30, 2023 and March 31, 2023, the amounts due Gray’s Peak for these advances were $260,686 and $248,187, respectively, and was included in accounts payable – related parties on the accompanying balance sheet.

Gray’s Peak Capital – Notes Payable

On January 15, 2023 and June 15, 2023, the Company entered into two separate Mezzanine Secured Note (“Notes”) in the principal amount up to $200,000 and $500,000, respectively, with Gray’s Peak Private Credit LLC. For 30 days after the date of the Note, the Note bears interest at 7.5%. After the 30th day, the Note bears interest at 2% per month until paid in full. The Note matures and becomes due and payable in full on the 4^th and 6^th month anniversary of the loan (May 15, 2023 and December 15, 2023). The Company has the option of prepaying any part of the Note in whole or in part without any premium or penalty. In August 2023, Gray’s Peak extended the due date of the January 15, 2023 Note to August 31, 2023.

The Notes are secured by a pledge by the Company of favor of Gray’s Peak of all of the assets and property of the Company, including without limitation all R&D tax credits, goods, tangible property, machinery, owned equipment, furniture, fixtures, vehicles, parts, accounts, deposit accounts, letter-of-credit rights, chattel paper, contract rights, documents, instruments, investment property, choses in action, general intangibles, goodwill and intellectual property, of any kind or nature, wherever located, in which Company has an interest now or in the future, and which are now existing or hereafter created or acquired, together with any and all additions, replacements, accessions and substitutions thereto or therefore, and any proceeds thereof excluding equipment leased by the Company (collectively called the “Collateral”). Gray’s Peak interest is senior to the unsecured debt or lenders of the Company and the Company’s equity holders. Upon the occurrence of any Event of Default, as defined in the agreement, the principal sum, all accrued and unpaid interest owing thereon and all costs and expenses payable pursuant to this Note, shall, at the sole option of Gray’s Peak and with submission of written notice, become immediately due and payable. 

As of September 30, 2023 and March 31, 2023, the principal balance outstanding was $50,000 and $50,000, respectively, of which the $50,000 outstanding balance as of March 31, 2023 was repaid in September 2023. The notes were included in notes payable – related party on the accompanying condensed balance sheet of which $9,156 and $1,643 of interest was accrued and included in accrued expenses as of September 30, 2023 and March 31, 2023, respectively.

Management

During the six months ended September 30, 2023 and September 30, 2022, the Company incurred $103,350 and $70,000, respectively, of consulting fees from a consulting agreement with the Company’s President and Board member. As of September 30, 2023 and March, 31 2023, $471,850 and $368,500, respectively, was included in accounts payable – related party on the accompanying balance sheet.

During the six months ended September 30, 2022, the Company incurred $30,000 of consulting fees from a consulting and employment agreement with the Company’s then CEO. As of September 30, 2023 and March 31, 2023, $262,500 was included in accounts payable – related party on the accompanying balance sheet.

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Equity

6 Months Ended

Sep. 30, 2023

Equity

Equity

Note 4 – Equity

As of September 30, 2023 and March 31, 2023, the Company has authorized 50,000,000 shares of common stock at a par value of $0.001 per share and had issued and outstanding shares of common stock of 40,066,951.

Shares to be Issued

The Company had previously granted 250,000 shares of its common stock for services previously provided. As of September 30, 2023 and March 31, 2023, these shares had not been issued and were included in common stock to be issued in the consolidated balance sheet.

The Company had previously issued shares of its common stock in exchange for a one-year software subscription. As of September 30, 2023 and March 31, 2023, 107,102 shares granted had not been issued and were included in common stock to be issued in the consolidated balance sheet.

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Subsequent Events

6 Months Ended

Sep. 30, 2023

Subsequent Events

Subsequent Events

Note 5 – Subsequent Events

In accordance with ASC 855, the Company has analyzed its operations subsequent to September 30, 2023 through the date these financial statements were issued and has determined that it does not have any other material subsequent events to disclose in these financial statements.

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Significant and Critical Accounting Policies and Practices (Policies)

6 Months Ended

Sep. 30, 2023

Significant and Critical Accounting Policies and Practices

Basis of Presentation

The accompanying unaudited consolidated 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 the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited interim consolidated 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 March 31, 2023 and notes thereto contained in the Company’s Annual Report on Form 10-K.

Prepayment

Prepayments consisted of the following:

· $290,998 and $199,347 as of September 30, 2023 and March 31, 2023, respectively, related to obligations for clinical research for which the Company is obligated to pay, but hasn’t recorded the expense as the related services were not completed by the vendor as of March 31, 2023. There were no similar prepayments as of March 31, 2022.

· $3,077 and $21,797 as of September 30, 2023 and March 31, 2023, respectively, related to Goods and Services Tax (GST). GST relates to expenses and assets from the Company’s Agentix Australian Pty Ltd entity that is recognized net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office.

· $12,101 and $27,879 as of September 30, 2023 and March 31, 2023, respectively, related to shares issued for prepaid software.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments.

Research and Development

The Company follows paragraph 730-10-25-1 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 2 ”Accounting for Research and Development Costs”) and paragraph 730-20-25-11 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 68 ”Research and Development Arrangements”) for research and development costs. Research and development costs are charged to expense as incurred. Research and development costs consist primarily of remuneration for material and testing costs for research and development.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include a. affiliates (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act) of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

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.

Earnings per Share

Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.

There were no dilutive common shares for the six months ended September 30, 2023.

Stock-Based Payments

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock Compensation” (“ASC 718”), which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

For non-employees, the Company follows ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Under the ASU No. 2017-07, most of the guidance on stock payments to nonemployees is aligned with the requirements for share-based payments granted to employees. As such, most of the guidance in ASC 718 associated with employee share-based payments, including most requirements related to classification and measurement, applies to nonemployee share-based payment arrangements.

No stock options or warrants were issued or outstanding as of September 30, 2023 and March 31, 2023.

Recent Accounting Pronouncements

There have been no recent accounting pronouncements or changes in accounting pronouncements during the six months ended September 30, 2023, as compared to the recent accounting pronouncements described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023, that are of significance or potential significance to the Company.

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Organization and Basis of Presentation (Details Narrative) - USD ($)	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Mar. 31, 2022
Cash	$ 27,538	$ 12,369	$ 2,702	$ 145
GSL Healthcare [Member]
Owned entity percentage	100.00%

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Significant and Critical Accounting Policies and Practices (Details Narrative) - USD ($)	Sep. 30, 2023	Mar. 31, 2023
Significant and Critical Accounting Policies and Practices
Prepayments	$ 290,998	$ 199,347
Goods And Services Tax	3,077	21,797
Shares issued for prepaid software, value	$ 12,101	$ 27,879

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Related Parties (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended
	Jan. 15, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Mar. 31, 2023
Accounts payable - related party		$ 1,651,351		$ 1,651,351		$ 1,394,230
Note payable - related party		50,000		50,000		50,000
Accrued expenses		9,156		9,156		9,110
Consulting fees		122,181	$ 68,008	237,307	$ 156,852
Grays Peak [Member]
Accounts payable - related party		260,686		260,686		248,187
Note payable - related party		50,000		50,000		50,000
Accrued expenses		9,156		9,156		1,643
Secured Note	the Company entered into two separate Mezzanine Secured Note (“Notes”) in the principal amount up to $200,000 and $500,000, respectively, with Gray’s Peak Private Credit LLC. For 30 days after the date of the Note, the Note bears interest at 7.5%. After the 30th day, the Note bears interest at 2% per month until paid in full
CEO [Member]
Accounts payable - related party		262,500		262,500		262,500
Consulting fees					30,000
SBS Management [Member]
Accounts payable - related party		692,416		692,416		552,943
Management fees				78,000	78,000
Reimbursement of rent				30,000	30,000
Advances				31,473	16,828
President and Board member [Member]
Accounts payable - related party		$ 471,850		471,850		$ 368,500
Consulting fees				$ 103,350	$ 70,000

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Equity (Details Narrative) - $ / shares	Sep. 30, 2023	Mar. 31, 2023
Common stock to be issued	357,102	357,102
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	40,066,951	40,066,951
Common stock, shares outstanding	40,066,951	40,066,951
Services [Member]
Common stock to be issued	250,000	250,000
Software Subscription [Member]
Common stock to be issued	107,102	107,102