UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, ~~2024~~2025

Commission File No. 000-55383

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

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

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) 299-2014

(Registrant’s telephone number, including area code)

____________________________________________

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

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

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (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 and post 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

As of September 30, ~~2023~~2024, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was $21,~~190~~531,~~563~~862.

As of ~~August~~July 2914, ~~2024~~2025, there were 1040,066,~~931~~951 shares of the Registrant’s common stock, par value $0.001 per share, outstanding.

AGENTIX CORP.

TABLE OF CONTENTS

		Page No.
	PART I
Item 1.	Business	4
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	11
Item 1C.	Cybersecurity.	11
Item 2.	Properties	1211
Item 3.	Legal Proceedings	1211
Item 4.	Mine Safety Disclosures	1211
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1312
Item 6.	Selected Financial Data	1312
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1413
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1615
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1716
Item 9A.	Controls and Procedures	1716
Item 9B.	Other Information	1817
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	1817
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1918
Item 11.	Executive Compensation	2120
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2322
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2422
Item 14.	Principal Accounting Fees and Services	2422
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	2523
Item 16.	Form 10-K Summary	2523
	Signatures	2624

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K of Agentix Corp., a Nevada corporation, 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, the ability to protect our intellectual property, 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.

Our management has included projections and estimates in this Form 10-K, 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.

All references in this Form 10-K to the “Company”, “Agentix”, “we”, “us,” or “our” are to Agentix Corp.

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PART I

Item 1. Business.

History

The Company was incorporated in the State of Nevada on April 18, 2013 and has established a fiscal year end of March 31. Effective June 17, 2019, we changed our name from FairWind Energy, Inc. to Agentix Corp. and to better reflect the new focus of our business. We are a clinical development stage corporation with a focus on pharmaceutical treatments in the metabolic disease space and have not yet generated or realized meaningful revenues from our business.

Until recently, our business plan focused on the design, engineering and manufacturing of composite products, specifically the supply products to the oil and gas industry. However, on May 28, 2020, entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with GSL Healthcare, Inc., a Nevada corporation (“GSL Healthcare”), and the holders of common stock of GSL Healthcare, which consisted of two stockholders. The closing date occurred on June 1, 2020.

Under the terms and conditions of the Share Exchange Agreement, the Company offered and sold 27,932,271 shares of common stock of the Company in consideration for all of the issued and outstanding shares of common stock of GSL Healthcare. The effect of the issuance is that former two GSL Healthcare shareholders now hold approximately 88.0% of the issued shares of common stock of the Company, and GSL Healthcare is now a wholly-owned subsidiary of the Company.

In September of 2022, the Company established a subsidiary in Australia to conduct our development activities pertaining to our two key assets and partake in a tax rebate program that reimburses expenses 43.5% for biotechnology and/or pharmaceutical development activities conducted in Australia. The subsidiary has been named Agentix Australia Pty Ltd and is currently operational.

Overview

As a result of the Share Exchange Agreement, we plan to focus our business efforts on the development and commercialization of novel therapeutics to treat metabolic disease. Our principal business objective is to develop two key assets specifically designed to not cross the blood brain barrier (BBB); i.e., are “peripherally-restricted”. With these two assets, Agentix will endeavor to establish a firm presence in the area of metabolic syndrome.

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Metabolic syndrome, variously known also as syndrome X, insulin resistance, etc., has been defined by the WHO as a pathologic condition characterized by abdominal obesity, insulin resistance, hypertension, and hyperlipidemia. Though it started in the Western world, with the spread of the Western lifestyle, it has become now a truly global problem. The prevalence of the metabolic syndrome is often more in the urban population of some developing countries than in its Western counterparts. The two basic forces spreading this malady are the increase in consumption of high calorie-low fiber fast food and the decrease in physical activity due to mechanized transportations and sedentary form of leisure time activities. The syndrome feeds into the spread of the diseases like type 2 diabetes, coronary diseases, stroke, and other disabilities¹ (https://www.ncbi.nlm.nih.gov/pmc/articles/PMC5866840/).

The incidence of metabolic syndrome often parallels the incidence of obesity and incidence of type 2 diabetes (one of the outcomes of MetS). According to global survey of obesity in 195 countries, done in 2015, 604 million adults and 108 million children were obese. Since 1980, prevalence of obesity doubled in 73 countries and increased in most other countries. Of even greater concern was that the rate of increase was even higher in childhood obesity. According to IDF diabetes atlas, global prevalence of diabetes is 8.8% (415 m) as of 2015 and is expected to increase to 10.4% (642 m) by 2040. While there is difficulty on gathering the same quality of data for metabolic syndrome, some estimates have the global prevalence to be about one quarter of the world population – which amounts to over a billion people in the world are now affected with metabolic syndrome¹.

The above factors will in part drive the global demand for biopharmaceuticals, along with an increase in the global acceptance of biopharmaceuticals to treat and manage these medical conditions. In addition, an increase in strategic partnerships between biopharmaceutical companies is also expected to complement the growth of the biopharmaceuticals industry. Furthermore, clearance for newer biopharmaceutical products and continuous R&D is also expected to improve this market positively. We envision that Agentix will play the part of developing new chemical entities to the initial stages of clinical efficacy and then partner with larger biopharma players for the pivotal stages of commercialization.

Cannabinoid type 1 receptor is expressed in several peripheral locations, such as the liver, adipose tissue, and pancreas, where it is involved in the regulation of various physiological effects, including glucose and lipid metabolism. It is also expressed in the central nervous system (CNS) where it regulates functions such as appetite and reward. Peripheral CB1 receptors have been demonstrated to regulate glucose and lipid metabolism. Blockade of peripheral CB1 receptors in preclinical animal models results in a significant reduction in lipogenesis and gluconeogenesis, enhancement of insulin sensitivity, decreased adiposity and hepatic steatosis, and protection in pancreatic β cells, demonstrating the potential of this strategy for amelioration of obesity and nonalcoholic fatty liver disease, and also reduced incidence of T2DM. Thus, developing antagonists targeting peripheral CB1 receptors, without inducing psychological adverse effects, is a potential therapeutic strategy in managing these conditions.

Previous attempts to target the peripheral CB1 receptor by Pfizer (otenabant), Merck (taranabant) and Sanofi (rimonabant) were terminated due to toxicities resulting from these drug candidates crossing the blood-brain barrier. A renewed pharmaceutical development effort is underway to target peripheral CB1 receptors by designing drug candidates that are restricted from crossing the blood-brain barrier, and exert their therapeutic effect only within the periphery. For example, Takeda has entered into a license agreement with Goldfinch Bio to develop a monoclonal antibody with targets the peripheral CB1 receptor. Inversago Pharma is developing a peripherally-restricted CB1 inverse agonist as a possible treatment for the rare genetic disorder Prader Willi Syndrome.

Our Pipeline

AGTX-2004

AGTX-2004 (also known as DBPR211) is a peripherally-acting CB1 receptor antagonist that has demonstrated efficacy in animal models of obesity and type 2 diabetes mellitus (T2DM). AGTX-2004 was well tolerated in animal models of toxicity, and did not cross the blood-brain barrier. An Investigational New Drug Application (IND application) was cleared by the Food & Drug Administration of the United States of America (FDA), and we are preparing to commence a Phase 1 safety and tolerability dose escalation assessment in humans. This study will take place under the management of our subsidiary Agentix Australia Pty Ltd.

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We entered into a worldwide exclusive license agreement with Taiwan’s National Health Research Institute (NHRI) on March 21, 2021 for exclusive worldwide rights development and commercial rights to AGTX-2004. In exchange to global rights to the asset and its intellectual property, we will pay NHRI a series of development and commercialization milestones, and will pay royalties on product sales once obtaining market authorization from competent regulatory authorities.

AGTX-2003

AGTX-2003 (also known as RTI-1092769) is a peripherally-acting CB1 receptor inverse agonist that has demonstrated efficacy in animal models of obesity and non-alcoholic fatty liver disease (NAFLD). AGTX-2003 was well tolerated in animal models of toxicity, and did not cross the blood-brain barrier. We are currently advancing AGTX-2003 in additional enabling animal studies in preparation of filing an IND application with the FDA. These studies will be managed by our subsidiary Agentix Australia Pty Ltd.

We have entered into an exclusive worldwide license agreement for ABP-2003 with Research Triangle Institute (RTI) on March 16, 2020. In exchange to the global development and commercial rights, we will pay RTI a series of development and commercial milestones, and royalties on product sales once obtaining market authorization from competent regulatory authorities.

License Agreement

On May 21, 2021, we received notice of effectiveness of that certain License Agreement (the “License Agreement”), dated May 10, 2021, by and between the Company’s wholly-owned subsidiary, Applied BioPharma LLC, a Nevada limited liability company, and National Health Research Institutes, a Taiwan, Republic of China, entity, pursuant to which the Company purchased a worldwide, terminable, royalty-bearing, exclusive license for the technology and patent rights underlying patents and patent applications to make, have made, offer for sale, sell, have sold, use, have used, import or have imported products related to pyrazole compounds, to treat Type 2 diabetes, obesity and fatty liver disease. This technology is a peripherally restricted cannabinoid receptor 1 antagonist that has successfully completed preliminary pre-clinical and in vivo testing requirements for advancement into Phase I clinical trials.

The Company is required to pay a licensing fee and a document delivery fee within 30 days of the date of the License Agreement. Additionally, the Company is obligated to pay 16 product milestone payments related to Phase I, Phase II, Phase III and US Food and Drug Administration, European Union, European Medicines Agency, Pharmaceuticals and Medical Devices Agency and other market approvals, and upon achieving $100,000,000 in worldwide sales.

Additional payments the Company is obligated to pay are (i) an annual royalty equal to 4% of net sales of products sold using technology and patents rights under the License Agreement, and (ii) an annual license fee and quality and stability testing fees.

The term of the License Agreement is until the last of the licensed patent rights and the exclusive market approval for the products made or using the technology and rights underlying the licensed patents expire on a county-by-country basis. The terms of the patents subject to the License Agreement with the longest terms are 20 years.

Biopharma Industry

The global demand for biopharmaceuticals is driven by a number of factors like increase in the elderly population, an increase in the prevalence of chronic diseases like cancer and diabetes, and an increase in the global acceptance of biopharmaceuticals. In addition, an increase in strategic partnerships between biopharmaceutical companies is also expected to complement the growth of the biopharmaceuticals industry. Furthermore, clearance for newer biopharmaceutical products and continuous R&D is also expected to improve this market positively. However, the high costs of these medications are one of the main constraints on this industry and, in order to make them economically viable, the cost needs to be reduced greatly.

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The global market for the biopharma is segmented into product, therapeutic area, application, and region. Based on product, the market is for biopharma is segmented into recombinant growth factors, monoclonal antibodies, recombinant proteins, vaccines, purified proteins, recombinant hormones, and other product types. The monoclonal antibodies market is further divided into anti-inflammatory monoclonal antibodies, anti-cancer monoclonal antibodies, and other monoclonal antibodies. The purified proteins market is further bifurcated into P38 protein, leukemia inhibitory factor, P53 protein, and other purified proteins. The recombinant proteins market is further divided into serum albumin, defensin, amyloid protein, and transferrin. Vaccines are further divided into conventional vaccines, recombinant vaccines, and recombinant enzymes. The recombinant growth factors are further divided into granulocyte colony stimulating factors, and erythropoietin. The recombinant hormones market is further divided into recombinant human growth hormones, recombinant insulin, and other recombinant hormones. The market for monoclonal antibodies held almost 28% share of the market in 2019. Monoclonal antibodies are used in cancer treatment areas. Their usage is becoming increasingly widespread in developed countries like the U.S. and the U.K. Contrary, the recombinant proteins segment is expected to show rapid growth over the forecast period.

Segmentation Analysis

Based on therapeutic application, the market is categorized into oncology, inflammatory and infectious diseases, neurological diseases, infectious diseases, cardiovascular diseases, metabolic disorders, hormonal disorders, and other diseases. The oncology segment held almost 25% share of the market in 2019. According to the International Agency for Cancer Research (IARC), there were almost 18 million new cases of cancer and 10 million deaths in 2018. In fact, the United Nations Program on HIV and AIDS (UNAIDS) estimated that 37 million people were living with HIV in 2017. Such disquieting statistics has raised an urgent need to change the situation by innovating new and successful medicines that can cure such deadly diseases consequently raising the number of deaths. Apparently, biopharmaceutical drugs are considered to be effective in curing these chronic diseases rather than merely treating the same symptoms.

Regional Analysis

Regionally, the market is divided into Asia Pacific, Europe, Latin America, North America, and Middle East & Africa. North America held almost 37% in 2019 due to the presence of sophisticated healthcare facilities, increasing geriatric population base, and increased healthcare expenditure in the country. Asia Pacific is likely to grow at high CAGR in the forecast period. Increased investment in R&D, increased acceptance and availability of biopharmaceuticals for disease treatment and increased understanding of disease diagnosis are some of the factors of market growth in this region. Moreover, this area offers tremendous prospects for venture capitalists and investors as developed markets are largely saturated.

Competition

The biopharma industry is characterized by fierce competition, is growing rapidly, evolving constantly, and the possibility for innovative companies to succeed within it is significant. The biopharma industry is, in all respects, global and Agentix will have competitors around the world, including but not limited to the following: Novo Nordisk A/S (Denmark), Johnson & Johnson (U.S.), Pfizer, Inc., (U.S.), Hoffmann-La Roche (Switzerland), Eli Lilly and Company, Ltd. (U.K.), Biogen, Inc. (U.S.), Merck & Co., Inc. (U.S.), Sanofi (France), Bristol Myers Squibb Company (U.S.), and Bayer AG (Germany) among others.

Intellectual Property

We will rely on a combination of trademark laws, trade secrets, confidentiality provisions and other contractual provisions to protect our proprietary rights, which are primarily our brand names, product designs and marks. We do not own any patents, although we may apply for some in the future based on the success of our business plan.

Government Regulation

The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state, local and foreign statutes and regulations require the expenditure of substantial time and financial resources. Failure to comply with the applicable requirements at any time during the product development process, approval process or after approval, may subject an applicant to administrative or judicial sanctions. These sanctions could include the US FDA’s refusal to approve pending applications, withdrawal of an approval, a clinical hold, warning letters, product recalls or withdrawals from the market, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts, restitution, disgorgement, or civil or criminal penalties. Any agency or judicial enforcement action could have a material adverse effect on us.

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Any product development activities related to the Company or products that we may develop or acquire in the future will be subject to extensive regulation by various government authorities, including the FDA, other federal, state and local agencies and comparable regulatory authorities in other countries, which regulate the design, research, clinical and non-clinical development, testing, manufacturing, storage, distribution, import, export, labeling, advertising and marketing of pharmaceutical products and devices. Generally, before a new drug can be sold, considerable data demonstrating its quality, safety and efficacy must be obtained, organized into a format specific to each regulatory authority, submitted for review and approved by the regulatory authority. The data are often generated in two distinct development states: pre-clinical and clinical.

The products that the Company may develop or acquire in the future must be approved by the FDA before they may be legally marketed in the United States. For new chemical entities, the pre-clinical development stage generally involves synthesizing the active component, developing the formulation and determining the manufacturing process, as well as carrying out non-human toxicology, pharmacology and drug metabolism studies that support subsequent clinical testing. These pre-clinical laboratory and animal tests are often performed under the FDA’s Good Laboratory Practices regulations. A drug’s sponsor must submit the result of the pre-clinical tests, together with manufacturing information, analytical data and any available clinical data or literature and a proposed clinical protocol to the FDA as part of an IND application, which is a request for authorization from the FDA to administer an investigational drug or biological product to humans. Similar filings are required in other countries.

Post-Marketing Requirements

Following approval of a new product, a pharmaceutical company and the approved product are subject to continuing regulation by the FDA and other federal and state regulatory authorities, including, among other things, monitoring and recordkeeping activities, reporting to applicable regulatory authorities of adverse experiences with the product, providing the regulatory authorities with updated safety and efficacy information, product sampling and distribution requirements, and complying with promotion and advertising requirements, which include, among others, standards for direct-to-consumer advertising, restrictions on promoting drugs for uses or in patient populations not described in the drug’s approved labeling (known as “off-label use”), and limitations on industry-sponsored scientific and educational activities. Although physicians may prescribe legally available drugs for off-label uses, manufacturers may not market or promote such off-label uses. Modifications or enhancements to the products or labeling or changes of site of manufacture are often subject to the approval of the FDA and other regulators, which may or may not be received or may result in a lengthy review process. The FDA regulations require the products be manufactured in specific approved facilities and in accordance with current good manufacturing practices, and NDA holders must list their products and register their manufacturing establishments with the FDA. These regulations also impose certain organizational, procedural and documentation requirements with respect to manufacturing and quality assurance activities. Drug manufacturers and other entities involved in the manufacture and distribution of approved drugs are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with current good manufacturing practice and other laws. NDA holders using contract manufacturers, laboratories or packagers are responsible for the selection and monitoring of qualified firms. These firms are subject to inspections by the FDA at any time, and the discovery of violative conditions could result in enforcement actions that interrupt the operation of any such facilities or the ability to distribute products manufactured, processed or tested by them.

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Other Regulatory Matters

Manufacturing, sales, promotion and other activities following product approval are also subject to regulation by numerous regulatory authorities in addition to the FDA, including, in the United States, the Centers for Medicare & Medicaid Services, or CMS, other divisions of the Department of Health and Human Services, the Drug Enforcement Administration, the Consumer Product Safety Commission, the Federal Trade Commission, the Occupational Safety & Health Administration, the Environmental Protection Agency, and state and local governments. These regulations include:

· the federal healthcare program anti-kickback law which prohibits, among other things, persons from soliciting, receiving or providing remuneration, directly or indirectly, to induce either the referral of an individual, for an item or service or the purchasing or ordering of a good or service, for which payment may be made under federal healthcare programs such as the Medicare and Medicaid programs; · federal false claims laws which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other government reimbursement programs that are false or fraudulent. The government may assert that a claim including items or services resulting from a violation of the federal healthcare program anti-kickback law or related to off-label promotion constitutes a false or fraudulent claim for purposes of the federal false claims laws; · the Federal Physician Payments Sunshine Act within the ACA, and its implementing regulations, require that certain manufacturers of drugs, devices, biological and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report information related to certain payments or other transfers of value made or distributed to physicians and teaching hospitals, or to entities or individuals at the request of, or designated on behalf of, the physicians and teaching hospitals and to report annually certain ownership and investment interests held by physicians and their immediate family members; and · the Health Insurance Portability and Accountability Act, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and its implementing regulations, imposes certain requirements relating to the privacy, security and transmission of individually identifiable health information. Among other things, HITECH makes HIPAA’s privacy and security standards directly applicable to “business associates”—independent contractors or agents of covered entities that receive or obtain protected health information in connection with providing a service on behalf of a covered entity. HITECH also created four new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates and possibly other persons, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions. · applicable child-resistant packaging requirements under the U.S. Poison Prevention Packaging Act; · The Lanham Act and federal antitrust laws; · state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws, which may apply to items or services reimbursed by any third party payer, including commercial insurers, and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by federal laws, thus complicating compliance efforts.

· federal false claims laws which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other government reimbursement programs that are false or fraudulent. The government may assert that a claim including items or services resulting from a violation of the federal healthcare program anti-kickback law or related to off-label promotion constitutes a false or fraudulent claim for purposes of the federal false claims laws; · the Federal Physician Payments Sunshine Act within the ACA, and its implementing regulations, require that certain manufacturers of drugs, devices, biological and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report information related to certain payments or other transfers of value made or distributed to physicians and teaching hospitals, or to entities or individuals at the request of, or designated on behalf of, the physicians and teaching hospitals and to report annually certain ownership and investment interests held by physicians and their immediate family members; and · the Health Insurance Portability and Accountability Act, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and its implementing regulations, imposes certain requirements relating to the privacy, security and transmission of individually identifiable health information. Among other things, HITECH makes HIPAA’s privacy and security standards directly applicable to “business associates”—independent contractors or agents of covered entities that receive or obtain protected health information in connection with providing a service on behalf of a covered entity. HITECH also created four new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates and possibly other persons, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions. · applicable child-resistant packaging requirements under the U.S. Poison Prevention Packaging Act; · The Lanham Act and federal antitrust laws; · state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws, which may apply to items or services reimbursed by any third party payer, including commercial insurers, and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by federal laws, thus complicating compliance efforts.

Distribution of pharmaceutical products is subject to additional requirements and regulations, including extensive record-keeping, licensing, traceability, and storage and security requirements intended to prevent the unauthorized sale of pharmaceutical products.

Research and Development Activities and Costs

We incurred $~~175~~180,~~268~~987 and $~~711~~175,~~506~~268, respectively, in research and development costs for the fiscal years ended March 31, ~~2024~~2025 and ~~2023~~2024.

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Employees

As of March 31, ~~2024~~2025, and as of the date of this filing, we had no full-time or part-time employees. Our business is operated by Rehan Huda, one of our two directors.

Properties

We currently do not rent any real property or offices. Our current business address is 32932 Pacific Coast Highway, #14-254, Dana Point, California 92629, which is a virtual office.

Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as noted below, we are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating result.

There are no material proceedings in which any of our directors, officers or affiliates or any registered or beneficial shareholder of more than 5% of our common stock is an adverse party or has a material interest adverse to our interest.

Facilities

We currently do not rent any real property or offices. Our current business address is 32932 Pacific Coast Highway, #14-254, Dana Point, California 92629.

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OUR EXECUTIVE OFFICES

Our executive offices are located at 32932 Pacific Coast Highway, #14-254, Dana Point, California 92629.

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.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

Risk Management and Strategy

We do not have any processes for assessing, identifying, and managing material risks from cybersecurity threats.

Risks from Cybersecurity Threats

To date, we have not yet experienced any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect our business, financial condition or results of operations.

Governance

Our board of directors (the “Board”) is acutely aware of the critical nature of managing risks associated with cybersecurity threats given the significance of these threats to our operational integrity and stakeholder confidence.

Board Oversight

The Board has oversight of cybersecurity risks and bears the primary responsibility for this domain. The members of our Board do not have experience in enterprise risk management, compliance, corporate governance, technology, or finance to equipping them to oversee cybersecurity risks effectively.

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Item 2. Properties.

Our current business address is 32932 Pacific Coast Highway, #14-254, Dana Point, California 92629. We believe that this space is adequate for our current needs. Our telephone number is (321) 299-2014.

Item 3. Legal Proceedings.

We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

Item 4. Mine Safety Disclosures.

None.

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PART II

Item 5. Market For Registrant’s Common Equity and Related Stockholder Matters Market Information.

Market Information and Holders

Our shares of common stock are quoted on the over-the-counter markets, currently on the OTC Pink tier of the OTC Markets Group, Inc. (the “OTC Markets Group”), under the stock symbol “AGTX”. As of July 1917, ~~2024,~~2025 the Company had 40,066,~~931~~951 shares of common stock issued and outstanding, and we had approximately ~~226~~274 holders of our common stock.

Dividends

Historically, we have not paid any dividends to the holders of our common stock and we do not expect to pay any such dividends in the foreseeable future as we expect to retain our future earnings for use in the operation and expansion of our business.

Transfer Agent

Our transfer agent is West Coast Stock Transfer, Inc. (“West Coast Stock Transfer”), whose address 721 N. Vulcan Ave., Encinitas, California 92024. West Coast Stock Transfer’s telephone number is (619) 664-4780.

Recent Sales of Unregistered Securities

None.

Securities Authorized for Issuance Under Equity Compensation Plans

We have not established any compensation plans under which equity securities are authorized for issuance.

Purchases Of Equity Securities by the Registrant and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during the year ended March 31, ~~2024~~2025.

Item 6. [Reserved.]

Not applicable.

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Item 7. Management’s Discussion and Analysis Of Financial Condition and Results of Operations.

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

OVERVIEW

The Company was 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.

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. WeFor ~~have~~the ~~identified~~periods ~~the~~presented, we concluded that no accounting policies ~~below~~required assuch ~~critical~~extensive tojudgment ~~our~~or ~~business~~complexity ~~operations~~that ~~and~~they toshould ~~the~~be ~~understanding~~classified ofas critical to understanding our financial condition or operating results:.

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

Year Ended March 31, ~~2024~~2025 as compared to Year Ended March 31, ~~2023~~2024:

We recorded no revenues during the year ended March 31, ~~2024~~2025 and ~~2023~~2024.

For the year ended March 31, ~~2024~~2025, professional fees were $~~222~~262,~~999~~366 as compared to $~~520~~222,~~238~~999 for the year ended March 31, ~~2023~~2024, aan ~~decrease~~increase of $~~297~~39,~~239~~367. The ~~decrease~~Increase in professional fees mainly ~~related~~ to ~~lower~~an ~~cost~~increase ~~related~~in toaccounting ~~the~~and ~~issuance~~consulting ~~of non-cash shares for services previously provided~~fees.

1413 Table of Contents

For the year ended March 31, ~~2024~~2025, we incurred total research and development expenses of $~~175~~180,~~268~~987 as compared to $~~711~~175,~~506~~268 for our year ended March 31, ~~2023~~2024, aan ~~decrease~~increase of $~~536~~5,~~238~~719. The ~~decrease~~increase was mainly related to ~~$210,550~~increase ~~that was previously billed to the Company~~ in ~~March 2023 and was subsequently voided during the year ended March 31, 2024 along with lower~~ R&D consulting ~~and patent maintenance~~ costs.

For the year ended March 31, ~~2024~~2025, general and administrative expenses were $~~346~~69,~~543~~898 as compared to $~~140~~346,~~012~~543 for our year ended March 31, ~~2023~~2024, ana ~~increase~~ decrease of ~~206~~$276,~~531~~645. The ~~increase~~decrease was mainly related to a decrease in royalty fee we incurred related to patents, ~~which~~in wethe ~~did~~prior ~~not~~period, ~~have~~compared ato ~~similar~~the ~~expense~~prior ~~during our year ended March 31, 2023~~period.

For the year ended March 31, ~~2024~~2025 and ~~2023~~2024, foreign exchange loss was $1711,~~929~~128 and $~~406~~17,929, respectively.

For the year ended March 31, ~~2024~~2025 and ~~2023~~2024, interest expense, net was $2142,~~034~~669 and $121,~~643~~034, respectively. The net increase in interest expense related to our increase in loan activity during the year ended March 31, ~~2024~~2025 as compared to our year ended March 31, ~~2023~~2024.

For the year ended March 31, 2025 and 2024, we received R&D credits totaling $0 and $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 March 31, ~~2023~~2025.

For the year ended March 31, ~~2024~~2025, cash used from our operating activities was $~~110~~125,~~430~~078 of cash as compared to a use of cash of $88110,~~541~~429 during the year ended March 31, ~~2023~~2024.

For the year ended March 31, ~~2024~~2025, cash from financing was $93100,~~000~~00 versus $~~100~~93,000 for our year ended March 31, ~~2023~~2024. Cash from financings during the year ended March 31, ~~2024~~2025 consisted of $~~163~~100,000 from loan proceeds received ~~offset by our payment of $70,000 on our loans~~. Cash from financings during the year ended March 31, ~~2023~~2024 consisted of ~~our sale of stock for~~ $50163,000 ~~along~~from ~~with~~loan aproceeds ~~note~~received weoffset ~~issued~~by ~~for~~our payment of $5070,000. on our loans.

We did not incur or obtain cash from investing activities during our year ended March 31, ~~2024~~2025 and ~~2023~~2024, respectively.

Liquidity and Capital Resources

Our 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 consolidated financial statements for the year ended March 31, ~~2024~~2025, 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 $23,~~499~~204,~~779~~523 as of March 31, ~~2024~~2025. 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 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

1514 Table of Contents

Subsequent Events

InSubsequent ~~June~~to ~~2024~~March 31, 2025, Gray’s Peak extended the due date of the Note (see Note 3) by six months. As such, the new maturity date is ~~September~~December 3031, ~~2024~~2025.

In ~~June~~accordance ~~2024~~with ASC 855, ~~the~~we ~~Company~~have ~~received~~analyzed anour ~~additional~~operations ~~$5,000~~subsequent into ~~cash~~March ~~related~~31, to2025 through the ~~Note~~date ~~with~~these ~~Gray~~financial statements were issued, and have determined that we don’st ~~Peak~~have ~~(see~~any ~~Note~~other 3material subsequent events to ~~the~~disclose ~~consolidated~~in these financial statements).

In accordance with ASC 855, we have analyzed our operations subsequent to March 31, 2024 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.

Item 7A. 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.

1615 Table of Contents

Item 8. Financial Statements.

Agentix, Inc.

Index to the Financial Statements

Contents	Page(s)
Report of Independent Registered Public Accounting Firm		F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID: 05525)	F-2
Consolidated Balance sheets at March 31, 2024 and March 31, 2023		F-3
Consolidated Balance sheets at March 31, 2025 and March 31, 2024	F-3
Consolidated Statements of Operations for the years ended March 31, 2024 and March 31, 2023		F-4
Consolidated Statements of Operations for the years ended March 31, 2025 and March 31, 2024	F-4
Consolidated Statements of Changes in Stockholders’ Deficit for the Year Ended March 31, 2024 and 2023		F-5
Consolidated Statements of Changes in Stockholders’ Deficit for the Year Ended March 31, 2025 and 2024	F-5
Consolidated Statement of Cash Flows for the years ended March 31, 2024 and 2023		F-6
Consolidated Statement of Cash Flows for the years ended March 31, 2025 and 2024	F-6
Notes to the financial statements	F-7	~~F-7~~

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Agentix Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Agentix Corp. ~~and Subsidiaries~~ (“the Company”) as of March 31, ~~2024~~2025 and ~~2023~~2024, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period ended March 31, ~~2024~~2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, ~~2024~~2025 and ~~2023~~2024 and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has an accumulated deficit, net losses, and negative cash flows from operations~~, and a net loss~~. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

Fruci & Associates II, PLLC – PCAOB ID #~~05525We have served as the Company’s auditor since 2018. Spokane, Washington August 30, 2024~~05525

We have served as the Company’s auditor since 2018.

Spokane, Washington

July 15, 2025

F-2

Table of Contents

Agentix Corp. and Subsidiaries

Consolidated Balance Sheets

	March 31, 2024			March 31, 2023
	March 31, 2025			March 31, 2024
Assets
Current Assets
Cash	$	64,~~535~~477		$	126,~~369~~535
Prepaid expense and other current assets		9995,~~837~~797			~~249~~99,~~023~~837
Total current assets		~~106~~100,~~372~~274			~~261~~106,~~392~~372
Total assets	$	~~106~~100,~~372~~274		$	~~261~~106,~~392~~372
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable	$	~~961~~968,~~661~~888		$	1961,~~057,215~~661
Accounts payable - related parties		1,~~538~~932,~~118~~438			1,~~394~~538,~~230~~118
Note payable - related party		~~143~~243,000			50143,000
Accrued expenses		2360,~~815~~197			923,~~110~~815
Total current liabilities		23,~~666~~204,~~594~~523			2,~~510~~666,~~555~~594
Long Term Liabilities		-			-
Total liabilities		23,~~666~~204,~~594~~523			2,~~510~~666,~~555~~594
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 March 31, 2024 and March 31, 2023, respectively		40,067			40,067
Common stock par value $0.001: 50,000,000 shares authorized; 40,066,951 shares issued and outstanding as of March 31, 2025 and March 31, 2024, respectively		40,067			40,067
Common stock to be issued (357,102 at March 31, 2024 and March 31, 2023, respectively)		53,535			53,535
Common stock to be issued (357,102 at March 31, 2025 and March 31, 2024, respectively)		53,535			53,535
Additional paid-in capital		3,288,296			3,~~025~~288,~~796~~296
Accumulated other comprehensive income		1235,~~360~~381			~~765~~12,360
Accumulated deficit		(56,~~954~~521,~~480~~528	)		(5,~~369~~954,~~326~~480	)
Total stockholders' deficit		(23,~~560~~104,~~222~~249	)		(2,~~249~~560,~~163~~222	)
Total liabilities and stockholders' deficit	$	~~106~~100,~~372~~274		$	~~261~~106,~~392~~372

See accompanying notes to the consolidated financial statements.

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Table of Contents

Agentix Corp. and Subsidiaries

Consolidated ~~Statement~~Statements of Operations

	Twelve Months			Twelve Months
	Ended			Ended
	March 31, 2024			March 31, 2023
	March 31, 2025			March 31, 2024
Operating Expenses
Professional fees	$	~~222~~262,~~999~~366		$	~~520~~222,~~238~~999
Research and development		~~175~~180,~~268~~987			~~711~~175,~~506~~268
General and administrative expenses		~~346~~69,~~543~~898			~~140~~346,~~012~~543
Total operating expenses		~~744~~513,~~810~~251			1744,~~371,756~~810
Loss from operations		(~~744~~513,~~810~~251	)		(1744,~~371,756~~810	)
Other (income) expense
Foreign exchange loss		1711,~~929~~128			~~406~~17,929
Interest expense		2142,~~034~~669			121,~~643~~034
Interest income		~~(248~~-	)		-(248	)
Other income		~~(198,371~~-	)		-(198,371
Other income, net		~~(159~~53,~~656~~797	)		2(159,~~049~~656	)
Loss before Income tax provision		(~~585~~567,~~154~~048	)		(1585,~~373,805~~154	)
Income tax provision		-			-
Net loss	$	(~~585~~567,~~154~~048	)	$	(1585,~~373,805~~154	)
Other comprehensive income
Change in foreign currency translation, net of tax		11(35,~~595~~168	)		~~765~~11,595
Total other comprehensive loss		(~~573~~602,~~559~~216	)		(1573,~~373,040~~559	)
Loss per share
- Basic and diluted	$	(0.01	)	$	(0.0401	)
Weighted average common shares outstanding
- Basic and diluted		40,066,951			3940,~~232~~066,~~019~~951

See accompanying notes to the consolidated financial statements.

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Table of Contents

Agentix Corp. and Subsidiaries

Consolidated ~~Statement~~Statements of Changes in Stockholders’ Deficit

For the Year Ended March 31, ~~2024~~2025 and ~~2023~~ 2024

	Common stock par value $0.001						Additional		Other					Total
	Common stock par
	Number of Shares		Amount		Common Stock to be Issued		Paid-in Capital		Comprehensive Income		Accumulated Deficit			Stockholders' Deficit
	value $0.001				Common		Additional		Other					Total
Balance March 31, 2022		38,916,951	$	38,917	$	-	$	2,879,606	$	-	$	(3,995,521	)	$	(1,076,998	)
	Number of				Stock to be		Paid-in		Comprehensive		Accumulated			Stockholders'
Shares issued for cash		200,000		200				49,800							50,000
	Shares		Amount		Issued		Capital		Income		Deficit			Deficit
Common stock issued to board member for services		300,000		300				30,300							30,600
Balance March 31, 2023		40,066,951	$	40,067	$	53,535	$	3,025,796	$	765	$	(5,369,326	)	$	(2,249,163	)
Common stock issued to consultants for services		450,000		450				45,450							45,900
Common stock granted for services						42,375									42,375
Common stock issued for software		200,000		200		11,160		20,640							32,000
Foreign exchange translation gain										765					765
Net loss												(1,373,805	)		(1,373,805	)
Balance, March 31, 2023		40,066,951	$	40,067	$	53,535	$	3,025,796	$	765	$	(5,369,326	)	$	(2,249,163	)
Foreign exchange translation loss										11,595					11,595
Former CEO's consulting fees determined to not be owed								262,500							262,500
Net Loss												(585,154	)		(585,154	)
Balance, March 31, 2024		40,066,951	$	40,067	$	53,535	$	3,288,296	$	12,360	$	(5,954,480	)	$	(2,560,222	)
Foreign exchange translation loss										23,021					23,021
Net Loss												(567,048	)		(567,048	)
Balance, March 31, 2025		40,066,951	$	40,067	$	53,535	$	3,288,296	$	35,381	$	(6,521,528	)	$	(3,104,249	)

See accompanying notes to the consolidated financial statements.

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Table of Contents

Agentix Corp. and Subsidiaries

Consolidated Statement of Cash Flows

	Twelve Months			Twelve Months
	Ended			Ended
	March 31, 2024			March 31, 2023
	March 31, 2025			March 31, 2024
Cash Flows from Operating Activities
Net loss	$	(~~585~~567,~~154~~048	)	$	(1585,~~373,805~~154	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of stock issued for software		~~31,576~~-			1931,~~954~~576
Former CEO's consulting fees not owed and reflected as additional paid-in capital		~~262,500~~-			-262,500
Stock issued for services		-			~~118,875~~-
Changes in operating assets and liabilities:
Prepayments and other current assets		~~117~~4,~~609~~041			~~(221~~117,~~143~~609	)
Accrued expenses, accounts payable and accounts payable-related party		63437,~~040~~929			163,~~367,578~~040
Net Cash Provided by (Used in) Operating Activities		(~~110~~125,~~429~~078	)		(88110,~~541~~429	)
Cash Flows from Investing Activities		-			-
Cash Flows from Financing Activities
Proceeds from issuance of debt		~~163~~100,000			50163,000
Principal payments of debt		~~(70,000~~-	)		-(70,000	)
Proceeds from issuance of common stock		-			50,000
Net Cash Provided by Financing Activities		100,000			93,000
Net Cash Provided by Financing Activities		93,000			100,000
Effects of Foreign Exchange Rate Changes on Cash		23,020			11,595
Effects of Foreign Exchange Rate Changes on Cash		11,595			765
Net Change in Cash		(2,058	)		(5,834	)
Net Change in Cash		(5,834	)		12,224
Cash - beginning of reporting period		6,535			12,369
Cash - beginning of reporting period		12,369			145
Cash - end of reporting period	$	4,477		$	6,535
Cash - end of reporting period	$	6,535		$	12,369
Supplemental disclosure of cash flow information:
Interest paid	$	~~3,223~~-		$	-3,223
Income tax paid	$	-		$	-
Non Cash Financing and Investing Activities
Issuance of stock for software subscription	$	-		$	32,000

See accompanying notes to the consolidated financial statements.

F-6

Table of Contents

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 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 consolidated financial statements, the Company had an accumulated deficit on March 31, ~~2024~~2025, negative cash from operations for the years ended March 31, ~~2024~~2025 and ~~2023~~2024, and a net loss for the year ended March 31, ~~2024~~2025 and ~~2023~~2024. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Cash on hand as of March 31, ~~2024~~2025 was $64,~~535~~477.

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 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 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 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-K and Article 8 of Regulation S-X. These consolidated financial statements should be read in conjunction with the notes herein.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

Preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Among other things, management estimates include the assumptions made for accruals and potential liabilities and realization of deferred tax assets. These estimates generally involve complex issues and require judgments, involve analysis of historical information and the prediction of future trends, and are subject to change from period to period. Actual amounts could differ significantly from these estimates.

F-7

Table of Contents

Accounting for Leases

The Company follows the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset (“ROU”) and a lease liability for virtually all leases. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company uses an implicit rate of interest to determine the present value of lease payments utilizing its incremental borrowing rate, as the implicit rate of interest in the respective leases is not readily determinable. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. As of March 31, 2024 and 2023, the Company did not have any leases.

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. The Company’s equity investments are considered Level 3, as pricing inputs are generally unobservable and not corroborated by market data.

Prepayments

Prepayments consisted of the following:

· $99,837 and $199,347 as of March 31, 2024 and 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, 2024 and 2023. · $21,797 as of March 31, 2023 related to Goods and Services Tax (GST) receivable. 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. There was no GST receivable as of March 31, 2024. · $27,879 as of March 31, 2023 related to shares issued for prepaid software (see note 4). There was no prepaid software as of March 31, 2024

	·	$95,797 and $99,837 as of March 31, 2025 and 2024, 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, 2025 and 2024.

	·	There was no prepaid software as of March 31, 2025 and 2024.

Carrying Value, Recoverability and Impairment of Long-Lived Assets

The Company follows Section 360-10-35 of the FASB Accounting Standards Codification for its long-lived assets. Pursuant to ASC Paragraph 360-10-35-17 an impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). That assessment shall be based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. Pursuant to ASC Paragraph 360-10-35-20 if an impairment loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciable long-lived asset, the new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restoration of a previously recognized impairment loss is prohibited.

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Pursuant to ASC Paragraph 360-10-35-21 the Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company considers the following to be some examples of such events or changes in circumstances that may trigger an impairment review: (a) significant decrease in the market price of a long-lived asset (asset group); (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; (c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); (e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

Pursuant to ASC Paragraphs 360-10-45-4 and 360-10-45-5 an impairment loss recognized for a long-lived asset (asset group) to be held and used shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amount of that loss. A gain or loss recognized on the sale of a long-lived asset (disposal group) that is not a component of an entity shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amounts of those gains or losses.

Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Commitment and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

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.

Foreign Currency Translation

The functional currency of the Company’s foreign operation, Agentix Australia Pty Ltd, is deemed to be the local country’s currency (the Australian dollar). Assets and liabilities of Agentix Australia Pty Ltd are translated at their respective period-end exchange rates, and expenses are translated based on the average exchange rate for the period. The resulting balance sheet translation adjustments are included in other comprehensive income and are reflected as a separate component of the stockholder’s deficit.

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.

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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.

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There were no dilutive common shares for the year ended March 31, ~~2024~~2025 and ~~2023~~2024.

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 March 31, ~~2024~~2025 and ~~2023~~2024.

Recent Accounting Pronouncements

~~There~~In ~~have~~November ~~been~~2023, nothe ~~recent~~Financial ~~accounting~~Accounting ~~pronouncements~~Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Improvements to Reportable Segment Disclosures (Topic 280)” which is intended to improve reportable segment disclosure requirements, primarily through incremental disclosures of segment information on an annual and interim basis for all public entities. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or ~~changes~~loss, inan ~~accounting~~amount ~~pronouncements~~and ~~affecting~~description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets. The ASU has been applied retrospectively to all prior periods presented in the ~~company~~financial ~~during~~statements and is effective for our Annual Report on Form 10-K for the fiscal year ended March 31, ~~2024~~2025, and interim periods thereafter.

Segment Reporting

The Chief Operating Decision Maker (“CODM”) for the Company is the Chief Executive Officer (the "CEO"). The Company’s CEO reviews operating results on an aggregate basis and manages the Company’s operations as a whole for the purpose of evaluating financial performance and allocating resources. This decision-making process reflects the way in which financial information is regularly reviewed and used by the CODM to evaluate performance, set operational targets, forecast future financial results, and allocate resources. Accordingly, the Company has determined that it has a single reportable and operating segment.

The Company’s CODM assesses financial performance and allocates resources based on operating results which are also reported on the accompanying consolidated statements of operations. The measure of segment assets is reported on the balance sheet as total consolidated assets. The CODM utilizes consolidated operating results by comparing actual results against budgeted amounts. As part of this process, consolidated net loss is a critical performance measure used to evaluate the Company’s operating performance and guide strategic decisions and resource allocations, including additional investments in research and development.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

Note 3 – Related Parties

SBS Management LLC

During the year ended March 31, ~~2024~~2025 and ~~2023~~2024, SBS Management LLC, a company controlled by Mr. Scott Stevens who is a shareholder of the Company, received management consulting fees and made advancement of funds to the Company to pay certain expenses. These expenses consisted of $150,000 and $150,000, respectively, of management fees; $6,000 and $6,000, respectively, for IT expenses; $60,000 and $60,000, respectively, for reimbursement of rent; and $75105,~~055~~490 and $4875,~~559~~055, respectively, of advances to the Company to cover certain operating expenses. As of March 31, ~~2024~~2025 and ~~2023~~2024, $~~844~~1,~~001~~165,491 and $~~552~~844,~~943~~001 were included in Accounts payable – related parties on the accompanying balance sheet. These advances are unsecured, non-interest bearing, and with no formal terms of repayment.

Gray’s Peak Capital

During the year ended March 31, ~~2024~~2025 and ~~2023~~2024, 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 March 31, ~~2024~~2025 and ~~2023~~2024, the amounts due Gray’s Peak for these advances were $~~260~~396,~~620~~100 and $~~240~~260,~~750~~620, respectively, and was included in accounts payable – related parties on the accompanying balance sheet.

Gray’s Peak Capital – Note 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 4th and 6th 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 2023, Gray’s Peak extended the due date of the January 15, 2023 Note to August 31, 2023 and in December 2023, the June 15, 2023 note was extended further to March 31, 2024 and then to September 30, 2024, the note was further extended to December 31, 2025. The June 15, 2023 amounts borrowed were repaid in September 2023.

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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 March 31, ~~2024~~2025 and March 31, ~~2023~~2024, the principal balance outstanding was $~~143~~243,000 and $50143,000, 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~~consolidated balance sheet of which $1960,~~453~~197 and $119,~~643~~453 of interest was accrued and included in accrued expenses as of March 31, ~~2024~~2025 and March 31, ~~2023~~2024, respectively.

Management

During the year ended March 31, 2023 and 2022, the Company incurred consulting fees from a consulting agreement with the Company’s then President and Board member of $64,997 and $209,953, respectively. As of March 31, ~~2024~~2025 and ~~2023~~2024, $433,497 ~~and $323~~,~~347,~~ respectively, was included in accounts payable – related parties on the accompanying consolidated balance sheet.

Prior to March 31, 2023, the Company incurred consulting fees from a consulting agreement with the Company’s then CEO of which $262,500 was included in accounts payable – related parties on the accompanying balance sheet as of March 31, 2023. During the fiscal year ended March 31, 2024, management determined that this amount was not owed and therefore reflected the related consulting fees, as additional paid-in capital on the accompanying balance sheet.

Note 4 – Equity

As of March 31, ~~2024~~2025 and March 31, ~~2023~~2024, 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 and 40,066,951, respectively.

Shares Issued for Cash

During the year ended March 31, 2025 and 2024, the Company did not issue any shares for cash.

During the year ended March 31, 2023, the Company sold 200,000 shares of its common stock to an accredited investor for $0.25 per share for total proceeds of $50,000.

Shares Issued for Services

The Company did not issue any shares for services during the year ended March 31, ~~2024~~2025.

During the year ended March 31, 2023, the Company granted ~~300~~250,000 ~~and 450,000~~ shares of its common stock to aSBS ~~then~~Management ~~board~~LLC ~~member and certain consultants, respectively,~~ in exchange for services previously provided. The shares were valued at a price of $0.~~102~~17 per share or $7642,~~500~~375, which was the then fair market value as per the market closing price as of the date of the Company’s grant of these shares. As of March 31, 2025 and 2024, these shares had not been issued and were included in common stock to be issued in the consolidated balance sheet.

During the year ended March 31, 2023, the Company granted ~~250~~307,~~000~~102 shares of ~~its~~the Company’s common stock ~~to SBS Management LLC~~ in exchange for ~~services~~a ~~previously~~one ~~provided.~~year ~~The~~software ~~shares~~subscription, ~~were~~which ~~valued~~totaled at$32,000. aThe ~~price~~fair value of ~~$0.17~~the ~~per~~common ~~share~~stock orissued was $420.10,~~375,~~ which was ~~the~~determined ~~then~~based ~~fair~~on ~~market~~the ~~value~~historical asmarket ~~per~~price of the ~~market~~Company’s ~~closing~~common ~~price~~stock as of the date of issuance. The fair value determined was amortized ratably over the ~~Company’s~~one-year ~~grant~~subscription ofperiod ~~these~~to ~~shares~~general and administrative expenses. As of March 31, ~~2024~~2025 and ~~2023~~2024, ~~these~~107,102 shares of the 307,102 shares granted had not been issued and were included in common stock to be issued in the consolidated balance sheet.

During the year ended March 31, 2023, the Company granted 307,102 shares of the Company’s common stock in exchange for a one year software subscription, which totaled $32,000. The fair value of the common stock issued was $0.10, which was determined based on the historical market price of the Company’s common stock as of the date of issuance. The fair value determined was amortized ratably over the one-year subscription period to general and administrative expenses. As of March 31, 2024 and 2023, 107,102 shares of the 307,102 shares granted during had not been issued and were included in common stock to be issued in the consolidated balance sheet.

Note 5 – Deferred Tax Assets and Income Tax Provision

At March 31, ~~2024~~2025, no tax benefit has been recorded with respect to the net operating loss in the accompanying consolidated financial statements as the management of the Company believes that the realization of the Company’s net deferred tax assets would be considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by the full valuation allowance.

Deferred tax assets consist primarily of the tax effect of Net Operating Loss (“NOL”) carry-forwards. The Company estimated the expected income tax benefit from NOL carry-forwards of $1,~~706~~868,000 and $1,~~132~~706,000 as of March 31, ~~2024~~2025 and ~~2023~~2024, respectively, of which the Company provided a full valuation allowance of $1,~~706~~868,000 and $1,~~132~~706,000, respectively, and thus had a deferred tax asset, net of valuation allowance of $nil as of March 31, ~~2024~~2025 and ~~2023~~2024, respectively. The Company’s blended federal statutory income tax rate was 21% of which a NOL carry-forwards blended rate of 21% offset this rate and thus the effective income tax rate was % nil for all periods presented.

The Company’s income tax filings are subject to audit by various taxing authorities. The Company’s open audit periods include from Inception (April 15, 2021) to the current tax year.

F-12 Table of Contents

Note 6 – Subsequent Events

InSubsequent ~~June~~to ~~2024~~March 31, 2025, Gray’s Peak extended the due date of the Note (see Note 3) by six months. As such, the new maturity date is ~~September~~December 3031, ~~2024~~2025.

In ~~June~~accordance ~~2024~~with ASC 855, the Company ~~received~~has ananalyzed ~~additional~~its ~~$5,000~~operations insubsequent ~~cash~~to ~~related~~March to31, 2025 through the ~~Note~~date ~~with~~these ~~Gray’s~~financial ~~Peak~~statements ~~(see~~were ~~Note~~issued 3)and has determined that it does not have any material subsequent events to disclose in these financial statements.

InF-12 ~~accordance~~Table ~~with~~of ASC 855, the Company has analyzed its operations subsequent to March 31, 2024 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.\Contents

F-13 Table of Contents

Item 9. Changes In And Disagreements With Accountants On Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal 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 (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of March 31, ~~2024~~2025.

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Management’s Annual Report On Internal Control Over Financial Reporting

As of March 31, ~~2024~~2025, management assessed the effectiveness of our internal control over financial reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of America and includes those policies and procedures that:

·	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;

·	Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

·	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statement.

In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the 2013 version of Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework. Based on that evaluation, completed only by ~~Salman~~Rehan ~~Hoda~~Huda, our ~~President and~~ Chief Executive Officer, and a director, who also serves as our principal financial officer and principal accounting officer, Mr. ~~Mazzocchi~~Huda concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.

This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that were considered to be material weaknesses. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by Mr. ~~Winterhalter,~~Rehan ~~our~~Huda ~~President, Secretary, Treasurer and Director, who also serves as our principal financial officer and principal accounting officer,~~ in connection with the review of our financial statements as of March 31, ~~2024~~2025.

Management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Changes In Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the fourth quarter of the year ended March 31, ~~2024~~2025 that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information.

None.

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our executive officers and directors and their respective ages as of March 31, ~~2024~~2025 are as follows:

Name	Age	Position with the Company
Salman Hoda	44	Director
Riazul (Rehan) Huda	56	Chief Executive Officer, Chief Financial Officer, and Director
Riazul (Rehan) Huda	55	Director

We currently do not have any executive officers.

Directors are elected by our stockholders and hold office until their successors are elected and qualified or until their earlier resignation or removal. Officers are appointed by our board of directors and serve at the discretion of the board of directors.

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

Biographical Information

Salman Hoda

Salman Hoda served as our Chief Executive Officer from December 15, 2022 until September 1, 2023, as our Secretary and Treasurer from December 14, 2020 until September 1, 2023, and as a director since July 11, 2022. Since February 2018, Mr. Hoda has owned and operated Salman Hoda Pharma Consulting Inc., of Mississauga, Ontario, a pharmaceutical consulting business. From February 2018 to June 2020, Mr. Hoda acted as Director – Pharmaceutical Program, for Green Sky Labs., Oakville, Ontario. From December 2017 to February 2018, Mr. Hoda was Program Lead – Transformation Office at Apotex Inc., Toronto, Ontario. From June 2017 to December 2017, Mr. Hoda was Manager – Business Development & Portfolio Management, at Apobiologix, Toronto, Ontario, and Manager – Business Evaluations & Development from November 2015 until May 2017. In April 2002. Mr. Hoda obtained an Honours Bachelor of Science from University of Waterloo, of Waterloo, Ontario. In April 2009, he obtained a Masters of Business Administration – Marketing from Rotman School of Management, University of Toronto, Toronto, Ontario.

Riazul (Rehan) Huda

Riazul (Rehan) Huda has served as a director of the Company since July 2, 2020. Since January 2016, Mr. Huda has served as Chief Executive Officer of Green Sky Labs Inc, a Canada-based technology incubation company focused on the proprietary processing technologies (e.g. extraction, isolation and purification) and the healthcare industries. Mr. Huda has held various positions within the federal government of Canada, including Senior Economist for the Department of Finance and Senior Analyst for the Natural Resources and Industry Departments. He is a recipient of the Canadian government’s Public Service Award of Excellence for his financial and economic analysis related to the awarding of operating licenses to wireless telecommunication service providers.

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Mr. Huda has over 20 years of experience in investment banking, entrepreneurship, and corporate finance. He obtained a Bachelor of Arts and Masters of Arts (Economics and Psychology) from the University of Manitoba, which he attended from 1987 to 1994. Mr. Huda’s experience in finance and economics led to our conclusion that Mr. Huda should be serving as a member of our board of directors in light of our business and structure.

Term of Office

All directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified. The Company’s Bylaws provide that the Board of Directors will consist of no less than three members. Officers are elected by and serve at the discretion of the Board of Directors.

DIRECTOR INDEPENDENCE

Our board of directors is currently composed of two members, none of whom qualify as independent directors in accordance with the published listing requirements of the NASDAQ Global Market (the Company has no plans to list on the NASDAQ Global Market). The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to our director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by our director and us with regard to our director’s business and personal activities and relationships as they may relate to us and our management.

CERTAIN LEGAL PROCEEDINGS

No director, person nominated to become a director, executive officer, promoter or control person of our company has, during the last ten years: (i) been convicted in or is currently subject to a pending a criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.

SIGNIFICANT EMPLOYEES AND CONSULTANTS

Other than our officers and directors, we currently have no other significant employees. None of our officers and directors have an employment agreement with us.

AUDIT COMMITTEE AND CONFLICTS OF INTEREST

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company is an early development stage company and has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

There are no family relationships among our directors or officers. Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We believe that we are responsive to stockholder communications, and therefore have not considered it necessary to adopt a formal process for stockholder communications with our Board. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.

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CODE OF ETHICS

The Company has not adopted a code of ethics that applies to its principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

~~The~~No ~~table~~executives ~~below summarizes all compensation awarded to, earned by,~~ or ~~paid~~directors toreceived ~~our~~any ~~officers~~compensation ~~for all services rendered~~ in ~~all capacities to us as of~~ the ~~years~~prior ~~ended~~two ~~March 31, 2024 and March 31, 2023~~years.

Name and Principal Position	Year	Salary($)		Bonus($)		StockAwards($)			Option Awards($)		Non-Equity Incentive Plan Compensation($)		Nonqualified Deferred Compensation($)		All Other Compensation($)		Total($)
Salman Hoda (1)	2024		-0-		-0-		-0-			-0-		-0-		-0-		-0-		-0-
	2023		-0-		-0-		30,600	(2)		-0-		-0-		-0-		-0-		36,000

________

(1)	Appointed Secretary and Treasurer December 14, 2020. Appointed Chief Executive Officer on December 15, 2022. Resigned as Chief Executive Officer, Secretary and Treasurer on September 1, 2023.
(2)	36,000 shares of common stock granted by the board of directors as compensation for services rendered to the Company.

STOCK OPTION GRANTS

There were no stock options exercised by the named executive officers as of the end of the fiscal period ended March 31, ~~2024~~2025.

EMPLOYMENT AGREEMENTS

Salman Hoda Pharma Consulting Inc., an Ontario, Canada, corporation (the “Consultant”), and an entity controlled by Mr. Hoda on the one hand, and a wholly-owned subsidiary of Company on the other hand, are parties to that certain Consulting Agreement (the “Consulting Agreement”), dated October 1, 2020, pursuant to which the Company pays Consultant a monthly fee of $12,500, and Consultant is obligated to manage our consumer healthcare products in partnership with Bionova Lab and our pharmaceutical programs, as well as certain investor relations activities. The Consulting Agreement, terminates on December 31, 2022 (the “Termination Date”), and automatically renews for one-year periods on each anniversary of the Termination Date unless terminated by either the Company or Consultant not less than 90-days notice prior to a date that the Consulting Agreement terminates. Consultant is also eligible to participate in company incentive plans and reimbursement for expenses incurring in the performance of services for the Company.

The Consulting Agreement contains customary terms regarding confidentiality, intellectual property assignment from the Consultant to the Company, and termination by the Company for cause, Termination by the Consultant for good reason, and termination by reason of death or disability. Additionally, either the Company or the Consultant may terminate the Consulting Agreement with 30-days’ notice the parties to the Consulting Agreement.

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DIRECTOR COMPENSATION

The following table sets forth director compensation as of March 31, ~~2024~~2025 and ~~2023~~2024:

Name		Fees Earned or Paid in Cash ($)		Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Riazul (Rehan) Huda (1)	March 31, ~~2024~~2025		-0-	-0-	-0-	-0-	-0-	-0-	-0-
	March 31, 2023		-0-	-0-	-0-	-0-	-0-	-0-	-0-
	March 31, 2024		-0-	-0-	-0-	-0-	-0-	-0-	-0-
Salman Hoda (2)	March 31, 2024		-0-	-0-	-0-	-0-	-0-	-0-	-0-
	March 31, 2023		-0-	-0-	-0-	-0-	-0-	-0-	-0-

________

(1) Appointed a director of the Company on July 2, 2020. ~~Appointed a director of the Company on July 11, 2022.~~

Narrative to Director Compensation Table

The following is a narrative discussion of the material information that we believe is necessary to understand the information disclosed in the previous table.

No director receives compensation solely in his or her capacity as a director of the Company. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

Director Compensation Policy

The board of directors adopted a Director Compensation Policy (the “Director Compensation Policy”) as set forth below.

This policy sets forth compensation payable to each non-employee member of the board of directors.

Non-employee members of the board of directors of Company shall be eligible to receive cash and equity compensation as set forth in this Director Compensation Policy. The cash compensation and stock awards described in this Director Compensation Policy shall be paid or be made, as applicable, automatically and without further action of the board of directors, to each member of the board of directors who is not an employee of the Company or any parent or subsidiary of the Company (each, an “Independent Director”) who may be eligible to receive such cash compensation or stock awards, unless such Independent Director declines the receipt of such cash compensation or stock awards by written notice to the Chairman of the Board.

This Director Compensation Policy shall remain in effect until it is revised or rescinded by further action of the board of directors. The terms and conditions of this Director Compensation Policy shall supersede any prior cash or equity compensation arrangements between the Company and its directors.

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Compensation Clawback Policy

The board of directors believes that it is in the best interest of the Company and its stockholders to create and maintain a culture of that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The board of directors has therefore adopted a compensation recoupment policy, which provides for the recovery of erroneously awarded incentive compensation from the Company’s executive officers in the event of a triggering event, which compensation recoupment policy has been filed as an exhibit to this Annual Report.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table lists, as of the date of this Form 10-K, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 40,066,~~931~~951 shares of our common stock issued and outstanding as of the date of this Form 10-K. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.

Name of Beneficial Owner	Number ofSharesBeneficiallyOwned (1)			Percentage of CommonStockOwned (1)(2)
5% Owners:
Green Sky Labs (4)		8,379,681	(4)		20.9	%
Green Sky Labs (3)		8,379,681	(3)		20.9	%
Officers and Directors:
Salman Hoda (3)		1,050,000		2.6
Riazul (Rehan) Huda		8,379,681			20.9	%
Riazul (Rehan) Huda		8,379,681		20.9		%
All current officer and directors as a group (2 persons)		8,379,681			20.9%	%
All current officer and directors as a group (2 persons)		9,429,681		23.5		%

________

(1)	Shares of common stock beneficially owned and the respective percentages of beneficial ownership of common stock assume the exercise of all options and other securities convertible into common stock beneficially owned by such person or entity currently exercisable or exercisable within 60 days of July 19, 2024, except as otherwise noted. Shares issuable pursuant to the exercise of stock options and other securities convertible into common stock exercisable within 60 days are deemed outstanding and held by the holder of such options or other securities for computing the percentage of outstanding common stock beneficially owned by such person, but are not deemed outstanding for computing the percentage of outstanding common stock beneficially owned by any other person.
(2)	These percentages have been calculated based on 40,066,~~931~~951 shares of common stock outstanding as of July 1915, ~~2024~~2025.
(3)	~~300~~Riazul (Rehan) Huda,~~000~~ ~~shares~~a ~~held~~member byof ~~Salman~~our ~~Hoda~~board ~~Pharma~~of ~~Consulting~~directors, ~~Inc~~has sole voting and dispositive power over the securities held by this entity.
(4)	Riazul (Rehan) Huda, a member of our board of directors, has sole voting and dispositive power over the securities held by this entity.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

For the years ended March 31, ~~2024~~2025 and ~~2023~~2024, the total fees charged to the company for audit services, including quarterly reviews were $4145,~~752~~300 and $3741,~~963~~752, total fees charged for tax services and other services were $0 and $0, respectively.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

(a) The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.

Number		Description
3.1.1		Articles of Incorporation (incorporated by reference to Exhibit 3.1.1 to the Registrant Annual Report on Form 10-Km SEC File No. 000-55383 filed August 30,2024)
3.1.2		Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1.1 to the Registrant Annual Report on Form 10-Km SEC File No. 000-55383 filed August 30,2024)
3.1.3		Certificate of Change (incorporated by reference to Exhibit 3.1.1 to the Registrant Annual Report on Form 10-Km SEC File No. 000-55383 filed August 30,2024)
3.2		Bylaws (incorporated by reference to Exhibit 3.1.1 to the Registrant Annual Report on Form 10-Km SEC File No. 000-55383 filed August 30,2024)
10.1#		First Amendment to the Consulting Agreement, dated September 9, 2022, by and between Agentix Corp. and Salman Hoda Pharma Consulting, Inc.
21.1		List of Subsidiaries of Registrant
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.
97.1		Executive Compensation Clawback Policy.
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.

#Indicates management contract of compensatory plan.

ITEM 16. FORM 10-K SUMMARY

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AGENTIX CORP.
	(Name of Registrant)
Date: August 30, 2024	By:	/s/ Riazul (Rehan) Huda
Date: July 15, 2025	By:	/s/ Riazul (Rehan) Huda
	Name:	Riazul (Rehan) Huda
	Title:	Director(principal executive officer, principal accounting officer and principal financial officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints ~~Salman~~Rehan ~~Hoda~~Huda as his true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Annual Report on Form 10-K of Agentix Corp. for the fiscal year ended March 31, ~~2024~~2025, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grant unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Power of Attorney has been signed by the following persons in the capacities and on the dates stated.

Date: August 30, 2024	By:	/s/ Salman Hoda
Date: July 15, 2025	By:	/s/ Riazul (Rehan) Huda
	Name:	~~Salman~~Riazul ~~Hoda~~(Rehan) Huda
	Title:	Director (principal executive officer, principal accounting officer and principal financial officer)

Date: August 30, 2024	By:	/s/ Riazul (Rehan) Huda
	Name:	Riazul (Rehan) Huda
	Title:	Director (principal executive officer, principal accounting officer and principal financial officer)

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