UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~March~~ 31September 30, 2024

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

For the transition period from _____________ to _____________

Commission File Number: 000-56326

AG ACQUISITION GROUP III, INC.

(Exact name of registrant as specified in its charter)

Delaware		87-1779429
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1700 Palm Beach Lakes Blvd., Suite 820, West Palm Beach, FL 33401

(Address of principal executive offices) (Zip Code)

(800) 341-2684

(Registrant’s telephone number, including area code)

N/A

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒

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

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

As of ~~May~~November 14, 2024, there were 10,000,000 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.

AG ACQUISITION GROUP III, INC.

INDEX

		Page
PART I.	FINANCIAL INFORMATION	F-1
ITEM 1.	FINANCIAL STATEMENTS	F-1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	46
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	68
ITEM 4.	CONTROLS AND PROCEDURES	68
PART II.	OTHER INFORMATION	79
ITEM 1	LEGAL PROCEEDINGS	79
ITEM 1A.	RISK FACTORS	79
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	79
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	79
ITEM 4.	MINE SAFETY DISCLOSURES	79
ITEM 5.	OTHER INFORMATION	79
ITEM 6.	EXHIBITS	7
SIGNATURES		8
		9
SIGNATURES		10

FORWARD-LOOKING STATEMENTS

Except for any historical information contained herein, the matters discussed in this quarterly report on Form 10-Q contain certain “forward-looking statements” within the meaning of the federal securities laws. This includes statements regarding our future financial position, economic performance, results of operations, business strategy, budgets, projected costs, plans and objectives of management for future operations, and the information referred to under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

These forward-looking statements generally can be identified by the use of forward-looking terminology, such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “continue” or similar terminology, although not all forward-looking statements contain these words. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although we believe that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Important factors that may cause actual results to differ from projections include, for example:

	●	the success or failure of management’s efforts to implement our business plan;

	●	our ability to fund our operating expenses;

	●	our ability to compete with other companies that have a similar business plan;

	●	the effect of changing economic conditions impacting our plan of operation; and

	●	our ability to meet the other risks as may be described in future filings with the Securities and Exchange Commission (the “SEC”).

Unless otherwise required by law, we also disclaim any obligation to update our view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this quarterly report on Form 10-Q.

When considering these forward-looking statements, you should keep in mind the cautionary statements in this quarterly report on Form 10-Q and in our other filings with the SEC. We cannot assure you that the forward-looking statements in this quarterly report on Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may prove to be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

~~AG Acquisition Group III, Inc.~~CONTENTS

Balance Sheets

	Page

Condensed Balance Sheets as of September 30, 2024 (Unaudited) and June 30, 2024	F-1

Condensed Statements of Operations for the Three Months Ended September 30, 2024 and 2023 (Unaudited)	F-2

Condensed Statements of Changes in Stockholders’ Equity (Deficit) - Three Months Ended September 30, 2024 and 2023 (Unaudited)	F-3

Condensed Statements of Cash Flows for the Three Months Ended September 30, 2024 and 2023 (Unaudited)	F-4

Notes To Condensed Financial Statements (Unaudited)	F-5

~~(Unaudited)~~F-1

	March 31, 2024			June 30, 2023
ASSETS
CURRENT ASSETS:
Cash		1,801			2,260
Other current assets		-			-
Total current assets	$	1,801		$	2,260
Total Assets	$	1,801		$	2,260
LIABILITIES AND STOCKHOLDERS’ EQUITY
Due to related parties		-		$	-
Total Liabilities	$	-		$	-
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS’ EQUITY:
Preferred stock $0.0001 par value: 5,000,000 shares authorized; none issued and outstanding					-
Common stock $0.0001 par value: 100,000,000 shares authorized; 10,000,000 shares issued and outstanding		1,000			1,000
Additional paid-in capital		48,500			34,500
Accumulated Deficit		(47,699	)		(33,240	)
Total Stockholders’ Equity	$	1,801		$	2,260
Total Liabilities and Stockholders’ Equity	$	1,801		$	2,260

AG Acquisition Group III, Inc.

~~See accompanying notes to the unaudited condensed~~Balance ~~financial statements.~~Sheets

~~F-1~~(Unaudited)

AG Acquisition Group III, Inc.

	September 30, 2024			June 30, 2024
ASSETS

CURRENT ASSETS:
Cash		1,051			1,801
Other current assets		-			-

Total current assets	$	1,051		$	1,801

Total Assets	$	1,051		$	1,801

LIABILITIES AND STOCKHOLDERS’ EQUITY

Total Liabilities	$	-		$	-

COMMITMENTS AND CONTINGENCIES		-			-

STOCKHOLDERS’ EQUITY:
Preferred stock $0.0001 par value: 5,000,000 shares authorized; none issued and outstanding					-
Common stock $0.0001 par value: 100,000,000 shares authorized; 10,000,000 shares issued and outstanding		1,000			1,000
Additional paid in capital		52,500			48,500

Accumulated Deficit		(52,449	)		(47,699	)

Total Stockholders’ Equity	$	1,051		$	1,801

Total Liabilities and Stockholders’ Equity	$	1,051		$	1,801

~~Condensed~~See accompanying ~~Statement~~notes ofto ~~Operations~~the unaudited condensed financial statements.

~~(Unaudited)~~F-2

	Three Months Ended March 31,				Nine Months Ended March 31,
	2024		2023		2024		2023
Revenue	$	-	$	-	$	-	$	-
Costs and expenses:
General and administrative - professional fees		3,334		2,550		14,459		13,050
Loss from operations before income taxes	$	3,334	$	2,550	$	14,459	$	13,050
Income tax provision	$	-	$	-	$	-	$	-
Net loss	$	3,334	$	2,550	$	14,459	$	13,050
Basic and diluted earnings per share:
Basic and diluted earnings per share		-		-		-		-
Basic and diluted weighted average shares outstanding		10,000,000		10,000,000		10,000,000		10,000,000

AG Acquisition Group III, Inc.

~~See accompanying notes to the unaudited condensed~~Condensed ~~financial~~Statement ~~statements.~~of Operations

~~F-2~~(Unaudited)

AG Acquisition Group III, Inc.

	2024			2023
	Three Months Ended
	September 30, 2024			September 30, 2023
Revenue	$	-		$	-

Costs and Expenses:
General and administrative - professional fees		5,575			9,550

Loss from operations before income taxes	$	(5,575	)	$	(9,550	)

Income tax provision	$	-		$	-

Net Loss	$	(5,575	)	$	(9,550	)

Basic and diluted earnings per share:
Basic and diluted earnings per share		0			0

Basic and diluted weighted average shares outstanding		10,000,000			10,000,000

~~Statement~~See accompanying ofnotes ~~Changes~~to inthe ~~Stockholders’~~unaudited ~~Equity~~condensed financial statements.

~~(Unaudited)~~F-3

	Nine Months Ended March 31, 2024
										Total
	Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Stockholders’ (Deficit) Equity
Balance, June 30, 2023		10,000,000	$	1,000	$	34,500	$	(33,240	)	$	2,260
Capital Contributions		-		-		4,000		-		$	4,000
Net Loss		-		-		-		(9,550	)		(9,550	)
Balance, September 30, 2023		10,000,000	$	1,000	$	38,500	$	(42,790	)	$	(3,290	)
Capital Contributions		-		-		2,000		-		$	2,000
Net Loss		-		-		-		(1,575	)		(1,575	)
Balance, December 31, 2023		10,000,000	$	1,000	$	40,500	$	(44,365	)	$	(2,865	)
Capital Contributions		-		-		8,000		-			8,000
Net Loss		-		-		-		(3,334	)		(3,334	)
Balance, March 31, 2024		10,000,000		1,000		48,500		(47,699	)		1,801

AG Acquisition Group III, Inc.

	Nine Months Ended March 31, 2023
										Total
	Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Stockholders’ Equity (Deficit)
Balance, June 30, 2022		10,000,000	$	1,000	$	17,500	$	(17,790	)	$	710
Capital Contributions		-		-		4,000		-		$	4,000
Net Loss		-		-		-		(3,813	)		(3,813	)
Balance, September 30, 2022		10,000,000	$	1,000	$	21,500	$	(21,603	)	$	898
Capital Contributions		-		-		5,500		-		$	5,500
Net Loss		-		-		-		(6,688	)		(6,688	)
Balance, December 31, 2022		10,000,000	$	1,000	$	27,000	$	(28,290	)	$	(290	)
Balance		10,000,000	$	1,000	$	27,000	$	(28,290	)	$	(290	)
Capital Contributions		-		-		500		-			500
Net Loss		-		-		-		(2,550	)		(2,550	)
Balance, March 31, 2023		10,000,000		1,000		27,500		(30,840	)		(2,340	)
Balance		10,000,000		1,000		27,500		(30,840	)		(2,340	)

Statement of Changes in Stockholders’ Equity

~~See accompanying notes to the unaudited condensed financial statements.~~(Unaudited)

F-3

	Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Total Stockholders’ Equity
	Three Months Ended September 30, 2024
	Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Total Stockholders’ Equity

Balance, June 30, 2024 (as previously stated)		10,000,000		1,000		48,500		(47,699	)	$	1,801
Prior period adjustment						2,000		825			2,825
Balance, June 30, 2024 (as re-stated)		10,000,000		1,000		50,500		(46,874	)		4,626

Capital Contributions		-		-		2,000		-			2,000

Net Loss		-		-		-		(5,575	)		(5,575	)

Balance, September 30, 2024		20,000,000	$	1,000	$	52,500	$	(52,449	)	$	1,051

AG Acquisition Group III, Inc.

	Three Months Ended September 30, 2023
	Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Total Stockholders’ Equity

Balance, June 30, 2023		10,000,000		1,000		34,500		(33,240	)	$	2,260
Balance		10,000,000		1,000		34,500		(33,240	)	$	2,260

Capital Contributions		-		-		4,000		-			4,000

Net Loss		-		-		-		(9,550	)		(9,550	)

Balance, September 30, 2023		10,000,000	$	1,000	$	38,500	$	(42,790	)	$	(3,290	)
Balance		10,000,000	$	1,000	$	38,500	$	(42,790	)	$	(3,290	)

~~Statement~~See ofaccompanying ~~Cash~~notes ~~Flows~~to the unaudited condensed financial statements.

~~(Unaudited)~~F-4

	Nine Months Ended March 31,
	2024			2023
Cash flows from operating activities:
Net Loss	$	(14,459	)	$	(13,050	)
Accounts payable and other liabilities		-			2,550
Cash used in operating activities		(14,459	)		(10,500	)
Cash flows from financing activities:
Proceeds from contributions from stockholders		14,000			10,000
Cash provided by financing activities		14,000			10,000
Net (increase) decrease in cash		(459	)		(500	)
Cash - beginning of period		2,260			710
Cash - end of period	$	1,801		$	210
Supplemental cash information:
Interest paid in cash	$	-		$	-
Taxes paid in cash	$	-		$	-

AG Acquisition Group III, Inc.

~~See accompanying notes to the unaudited condensed~~Statement ~~financial~~of ~~statements.~~Cash Flows

~~F-4~~(Unaudited)

AG ACQUISITION GROUP III, INC.

	September 30, 2024			September 30, 2023
	Three Months Ended
	September 30, 2024			September 30, 2023

Cash flows from Operating activities:
Net Loss	$	(5,575	)	$	(9,550	)
Prior Period Adjustment		2,825			-
Bank overdraft		-			3,290
Cash used in operating activities		(2,750	)		(6,260	)

Cash flows from financing activities:
Proceeds from contributions from stockholders		2,000			4,000
Cash provided by financing activities		2,000			4,000

Net (increase)/decrease in cash		(750	)		(2,260	)

Cash - beginning of period		1,801			2,260

Cash - end of period	$	1,051		$	-

Supplemental Cash information:
Prior period adjustment		-			-
Interest paid in cash	$	-		$	-
Taxes paid in cash	$	-		$	-

~~Notes~~See accompanying notes to ~~Unaudited~~the ~~Condensed~~unaudited ~~Financial~~condensed ~~Statements~~financial statements.

~~March 31, 2024~~F-5

~~NOTE~~AG 1ACQUISITION -GROUP ~~ORGANIZATION~~III, ~~AND NATURE OF OPERATIONS~~INC.

AGNotes ~~Acquisition Group III, Inc. (the “Company”) was incorporated in the State of Delaware on June 22, 2021 and established a fiscal year end of June 30. The Company was formed~~ to ~~engage in~~Unaudited ~~any~~Condensed ~~lawful~~Financial business. The Company’s activities since formation have been limited to issuing shares to its founding stockholders for cash and setting up its corporate entity. The Company’s initial business plan is to seek and engage in an as of yet unidentified merger or acquisition. The Company will not restrict its search to any specific business, industry, or geographical location and the Company may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of the Company’s virtually unlimited discretion to search for and enter into potential business opportunities. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934, as amended.Statements

~~NOTE~~September 230, ~~- BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~2024

~~The accompanying interim unaudited condensed financial~~NOTE ~~statements~~1 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. However, such information reflects all adjustments consisting of normal recurring accruals which are, in the opinion of management, necessary for a fair statement of the Company’s financial position and results of operations for the interim period presented. The results for the three months ended December 31, 2023 are not indicative of annual results. The accompanying unaudited financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q ~~and~~ORGANIZATION ~~Article~~AND ~~8 of~~NATURE ~~Regulation~~OF S-X. The financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. The Company has not earned any revenue from operations since inception.OPERATIONS

~~USE~~AG Acquisition OFGroup ~~ESTIMATES~~III, Inc. (the “Company”) was incorporated in the State of Delaware on June 22, 2021 and established a fiscal year end of June 30. The Company was formed to engage in any lawful business. The Company’s activities since formation have been limited to issuing shares to its founding stockholders for cash and setting up its corporate entity. The Company’s initial business plan is to seek and engage in an as of yet unidentified merger or acquisition. The Company will not restrict its search to any specific business, industry, or geographical location and the Company may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of the Company’s virtually unlimited discretion to search for and enter into potential business opportunities. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934, as amended.

~~The preparation of financial statements in conformity~~NOTE ~~with~~2 ~~U.S.~~- ~~GAAP~~BASIS ~~requires~~OF ~~management~~PRESENTATION toAND ~~make~~SUMMARY ~~estimates~~OF ~~and~~SIGNIFICANT ~~assumptions~~ACCOUNTING that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.POLICIES

~~CASH~~The accompanying ~~AND~~interim ~~CASH~~unaudited ~~EQUIVALENTS~~condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. However, such information reflects all adjustments consisting of normal recurring accruals which are, in the opinion of management, necessary for a fair statement of the Company’s financial position and results of operations for the interim period presented. The results for the three months ended September 30, 2024 are not indicative of annual results. The accompanying unaudited financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. The Company has not earned any revenue from operations since inception.

~~Cash and cash equivalents include cash on hand and~~USE onOF deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company held no cash equivalents as of December 31, 2023 and March 31, 2024.ESTIMATES

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

~~Under the Financial Accounting Standards Board’s~~CASH ~~(the~~AND ~~“FASB”)~~CASH Accounting Standards Codification (“ASC”) 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2023 and March 31, 2024, there were no deferred taxes due to the uncertainty of generating taxable income to utilize the net operating loss carry forwards.EQUIVALENTS

FCash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-5term investments with original maturities of 90 days or less. The Company held no cash equivalents as of September 30, 2024 and June 30, 2024.

~~AG ACQUISITION GROUP III, INC.~~INCOME TAXES

~~Notes~~Under the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to ~~Unaudited~~temporary differences ~~Condensed~~between ~~Financial~~the ~~Statements~~financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2024 and June 30, 2024, there were no deferred taxes due to the uncertainty of generating taxable income to utilize the net operating loss carry forwards.

~~March~~LOSS PER ~~31,~~COMMON ~~2024~~SHARE

~~LOSS~~Basic loss ~~PER~~per ~~COMMON~~common ~~SHARE~~share excludes dilution and loss is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. During the three months ended September 30, 2024 and 2022, there were no outstanding potentially dilutive securities.

Basic loss per common share excludes dilution and loss is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. During the three months ended March 31, 2024 and 2023, there were no outstanding potentially dilutive securities.4

~~FAIR~~AG ~~VALUE~~ACQUISITION OFGROUP ~~FINANCIAL~~III, ~~INSTRUMENTS~~INC.

~~The~~Notes fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to ~~their~~Unaudited ~~short-term~~Condensed ~~nature.~~Financial Statements

~~RECENT~~September ~~ACCOUNTING~~30, ~~PRONOUNCEMENTS~~2024

~~Recent accounting pronouncements issued by the FASB~~FAIR ~~(including~~VALUE ~~its~~OF ~~Emerging~~FINANCIAL ~~Issues Task Force) and the SEC did not, or are not believed by management to have, a material impact on the Company’s present or future financial statements.~~INSTRUMENTS

~~NOTE~~The fair 3value -of ~~GOING~~the ~~CONCERN~~Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

~~Since the inception of the Company through March 31,~~RECENT ~~2024,~~ACCOUNTING the Company has not generated cash or revenue. For the three months ended March 31, 2024 and 2023, the Company incurred a net loss of $3,334 and $2,550, respectively. For the nine months ended March 31, 2024 and 2023, the Company incurred a net loss of $14,459 and $13,050, respectively. For the three months ended March 31, 2024, the Company used net cash in operating activities of $14,459. The Company had working capital of $1,801 as of March 31, 2024. The Company’s continuation as a going concern is dependent on its ability to obtain additional financing from its stockholders or other sources, as may be required, to meet its financial obligations as they become due.PRONOUNCEMENTS

~~The accompanying unaudited condensed financial statements~~Recent ~~have~~accounting ~~been~~pronouncements ~~prepared~~issued ~~assuming~~by ~~that~~ the ~~Company~~FASB ~~will~~(including ~~continue~~its asEmerging aIssues ~~going~~Task ~~concern;~~Force) ~~however,~~and the ~~above~~SEC ~~conditions~~did ~~raise substantial doubt about the Company’s ability to do so for a period of 12 months from the issue date of this report. The unaudited condensed financial statements do~~ not, ~~include any adjustments to reflect the possible future effects on the recoverability and classification of assets~~ or ~~the~~are ~~amounts and~~not ~~classifications~~believed ofby ~~liabilities that may result should the Company be unable~~ management to ~~continue~~have, as a ~~going~~material ~~concern.~~impact ~~The~~on ~~Company currently has no commitments for~~ the ~~purchase of its equity. If the~~ Company’s ispresent ~~unable~~or tofuture ~~acquire~~financial ~~additional working capital, it may not be able to execute its business plan~~statements.

NOTE 3 4 - ~~STOCKHOLDERS’~~GOING ~~EQUITY~~CONCERN

~~Effective~~Since the ~~June~~inception ~~22,~~of ~~2021,~~ the Company ~~issued~~through aSeptember ~~total of~~30, 102024,~~000,000~~ ~~shares~~the ofCompany ~~common~~has ~~stock,~~not $0generated cash or revenue.~~0001~~ ~~par~~For ~~value~~the ~~per~~three ~~share,~~months toended ~~entities~~September 30, ~~owned~~2024 and ~~controlled~~2023, by the Company’s ~~two~~incurred ~~officers and~~a ~~directors.~~net ~~The~~loss ~~shares~~of ~~were issued for~~ $~~0.0006 per share~~5,575 ~~for~~and ~~a total of~~ $69,~~000~~550, respectively. ~~The~~For ~~Company~~the isthree ~~authorized~~months toended ~~issue~~September ~~100~~30,~~000,000~~ ~~shares~~2024, ofthe ~~common~~Company ~~stock,~~used ~~par~~net ~~value~~cash ~~$0.0001~~in ~~per~~operating ~~share,~~activities ~~and 5,000,000 shares~~ of ~~preferred stock, par value~~ $02,750.~~0001~~ ~~per share.~~ The Company ~~has~~had ~~designated 1,000,000~~working ~~shares~~capital of ~~preferred~~$1,051 ~~stock~~ as ~~Series~~of ASeptember ~~preferred~~30, ~~stock~~2024. ~~Each~~The Company’s ~~share~~continuation ofas ~~Series~~a Agoing ~~preferred~~concern ~~stock~~ is ~~entitled~~dependent ~~to 1,000 votes~~ on ~~any~~ ~~matter~~its ~~submitted~~ability to ~~the~~obtain ~~holders~~additional offinancing ~~common~~from ~~stock.~~its ~~The~~stockholders ~~Series~~or Aother sources, ~~preferred~~as ~~stock~~may isbe ~~not~~required, ~~convertible~~to ~~and~~meet isits ~~not~~financial ~~entitled~~obligations toas ~~dividends~~they become due.

AsThe accompanying ofunaudited ~~March~~condensed ~~31,~~financial ~~2024,~~statements ~~there~~have ~~were~~been ~~10,000,000~~prepared ~~shares~~assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so for a period of ~~common~~12 ~~stock~~months ~~and~~from nothe ~~shares~~issue date of ~~preferred~~this ~~stock~~report. ~~issued~~The unaudited condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and ~~outstanding.~~classification ~~During~~of assets or the ~~three~~amounts ~~months~~and ~~ended~~classifications ~~March~~of ~~31,~~liabilities ~~2024,~~that may result should the Company ~~received~~ ~~$8,000~~be ofunable ~~capital~~to ~~contributions~~continue ~~from~~as ~~its~~a ~~stockholders~~going concern. The Company currently has no commitments for the purchase of its equity. If the Company is unable to acquire additional working capital, ~~purposes~~it may not be able to execute its business plan.

FNOTE 4 -6 STOCKHOLDERS’ EQUITY

AGEffective June ~~ACQUISITION~~22, ~~GROUP~~2021, ~~III~~the Company issued a total of 10,000,000 ~~INC~~shares of common stock, $0.0001 par value per share, to entities owned and controlled by the Company’s two officers and directors. The shares were issued for $0.0006 per share, for a total of $6,000. The Company is authorized to issue 100,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share. The Company has designated 1,000,000 shares of preferred stock as Series A preferred stock. Each share of Series A preferred stock is entitled to 1,000 votes on any matter submitted to the holders of common stock. The Series A preferred stock is not convertible and is not entitled to dividends.

~~Notes~~As of toSeptember ~~Unaudited~~30, ~~Condensed~~2024, ~~Financial~~there ~~Statements~~were 10,000,000 shares of common stock and no shares of preferred stock issued and outstanding. During the three months ended September 30, 2024, the Company received $2,000 of capital contributions from its stockholders for working capital purposes.

~~March~~NOTE 5 ~~31,~~- ~~2024~~RELATED PARTY TRANSACTIONS

~~NOTE~~Since inception 5entities -owned ~~RELATED~~and ~~PARTY~~controlled ~~TRANSACTIONS~~by the Company’s sole officers and directors have provided the Company with its only cash for operations. During the three months ended September 30, 2024, the Company’s sole officers and directors have provided additional paid in capital contributions of $2,000 for working capital purposes.

~~Since~~The Company ~~inception~~uses ~~entities~~the ~~owned~~office ~~and~~address ~~controlled~~of byan ~~the Company’s~~officer ~~sole officers~~ and ~~directors~~director, ~~have~~without ~~provided~~charge. ~~the~~The ~~Company~~same ~~with~~officer ~~its~~also ~~only~~provided ~~cash~~legal ~~for~~services ~~operations.~~to ~~During~~the Company during the ~~nine~~three months ended ~~March~~ 31September 30, 2024, ~~the~~without ~~Company’s sole officers and directors have provided additional paid in capital contributions of $14,000 for working capital purposes~~charge.

During the nine months ended March 31, 2024, the Company’s sole officers and directors have not paid general and administrative costs on behalf of the Company directly. As of March 31, 2024 and 2023, amounts due to related parties were $0 and $0, respectively. 5

~~The Company uses the office address of an officer~~Item ~~and director, without charge~~2. ~~The~~Management’s ~~same~~Discussion ~~officer~~and ~~also~~Analysis ~~provided~~of ~~legal~~Financial ~~services~~Condition toand ~~the~~Results ~~Company~~of ~~during the three months ended March 31, 2024, without charge.~~Operations

FThe following presentation of management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements, the accompanying notes thereto and other financial information appearing elsewhere in this quarterly report on Form 10-7Q. This section and other parts of this quarterly report on Form 10-Q contain forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements.”

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~Overview

~~The~~AG Acquisition ~~following~~Group ~~presentation~~III, ofInc. ~~management’s~~(“AG ~~discussion~~Acquisition Group III,” “we,” “us,” “our,” or the “Company”) was organized as a vehicle to investigate and, ~~analysis~~if such investigation warrants, acquire a target company or business seeking the perceived advantages of ~~our~~being a publicly held corporation. We are an emerging growth company that is exempt from certain financial ~~condition~~disclosure and governance ~~results~~requirements offor ~~operations~~up ~~should~~to befive ~~read~~years as defined in ~~conjunction~~the ~~with~~Jumpstart ~~our~~Our ~~unaudited~~Business ~~condensed~~Startups ~~financial~~Act of 2012, as amended (the “JOBS ~~statements~~Act”), that eases restrictions on the ~~accompanying~~sale ~~notes~~of ~~thereto~~securities; and ~~other~~increases ~~financial~~the ~~information~~number ~~appearing~~of ~~elsewhere~~shareholders ina ~~this~~company ~~quarterly~~must ~~report~~have onbefore ~~Form~~becoming subject ~~10-Q~~to the Securities and Exchange Commission’s (the “SEC”) reporting and disclosure rules. Our principal business ~~This~~objective ~~section~~for ~~and~~the ~~other~~next ~~parts~~12 ofmonths ~~this~~and ~~quarterly~~beyond ~~report~~such ontime ~~Form~~will ~~10-Q~~be ~~contain~~to ~~forward~~achieve long-~~looking~~term ~~statements~~growth ~~that~~potential ~~involve~~through ~~risks~~a ~~and~~combination ~~uncertainties.~~with a business ~~See~~rather ~~“Forward~~than immediate, short-~~Looking~~term ~~Statements~~earnings.” We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

~~Overview~~Our current activities are related to seeking new business opportunities. We will use our limited personnel and financial resources in connection with such activities. It may be expected that pursuing a new business opportunity will involve the issuance of restricted shares of common stock. At September 30, 2024, we had cash assets of $1,051 and total liabilities of $0. We have generated no revenues since inception.

~~AG Acquisition Group III, Inc. (“AG Acquisition~~We ~~Group~~have ~~III,”~~elected ~~“we,” “us,” “our,” or the “Company”) was organized as a vehicle~~ to ~~investigate and,~~use ~~if such investigation warrants, acquire a target company or business seeking~~ the ~~perceived~~extended ~~advantages~~transition ofperiod ~~being a publicly held corporation. We are an emerging growth company that is exempt from certain financial disclosure and governance requirements~~ for upcomplying towith ~~five~~new ~~years~~or ~~as defined~~revised inaccounting ~~the~~standards ~~Jumpstart~~under ~~Our~~Section ~~Business~~102(b)(2) ~~Startups Act~~ of ~~2012, as amended (~~ the “JOBS Act”), that ~~eases~~allows ~~restrictions~~us onto ~~the~~delay ~~sale of securities; and increases~~ the ~~number~~adoption of ~~shareholders~~new aor ~~company~~revised ~~must~~accounting ~~have~~standards ~~before~~that ~~becoming~~have ~~subject~~different toeffective ~~the~~dates ~~Securities~~for ~~and Exchange Commission’s~~public ~~(the “SEC”) reporting~~ and ~~disclosure~~private ~~rules.~~companies ~~Our~~until ~~principal~~those ~~business~~standards ~~objective~~apply ~~for the next 12 months and beyond such time will be~~ to ~~achieve~~private ~~long-term~~companies. ~~growth~~As ~~potential through~~ a ~~combination~~result ~~with~~of athis ~~business rather than immediate~~election, ~~short-term~~our ~~earnings.~~financial Westatements ~~will~~may not ~~restrict~~be ~~our~~comparable ~~potential~~to ~~candidate target~~ companies tothat ~~any~~comply ~~specific~~with ~~business,~~public ~~industry~~company oreffective ~~geographical location and, thus, may acquire any type of business~~dates.

~~Our~~We do ~~current~~not ~~activities~~currently ~~are~~engage ~~related~~in toany ~~seeking new~~ business ~~opportunities.~~activities Wethat ~~will~~provide ~~use~~cash ~~our~~flow. ~~limited~~The ~~personnel~~costs ~~and~~of ~~financial~~investigating ~~resources~~and inanalyzing ~~connection~~business ~~with~~combinations for ~~such~~the ~~activities.~~next It12 ~~may~~months beand ~~expected that~~beyond ~~pursuing~~such atime ~~new business opportunity~~ will ~~involve~~be ~~the~~paid ~~issuance~~with ofmoney ~~restricted~~in ~~shares~~our oftreasury ~~common~~or ~~stock.~~with Atadditional ~~March 31~~amounts, ~~2024~~as necessary, weto ~~had~~be ~~cash~~loaned ~~assets~~to ofor ~~$1,801~~invested ~~and~~in ~~total~~us ~~liabilities~~by ofour ~~$0.~~stockholders, Wemanagement ~~have~~or ~~generated~~other ~~no revenues since inception~~investors.

~~We have elected to use the extended transition period~~During ~~for complying with new or revised accounting standards under Section 102(b)(2) of~~ the ~~JOBS~~next ~~Act,~~12 that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this electionmonths, ~~our~~we ~~financial~~anticipate ~~statements~~incurring ~~may~~costs ~~not~~related ~~be comparable~~ to ~~companies that comply with public company effective dates.~~:

We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury or with additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

	(i)	Accounting and auditing fees relating to filing reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in the amount of approximately $20,000; and
	(ii)	Consummating an acquisition in the amount of approximately $100,000 or more, depending on the terms of the specific acquisition at issue to pay for audit fees, and the range of audit fees for this is unknown at such time and cannot be predicted with any accuracy.

~~During~~Our officer ~~the~~and ~~next~~director, 12Laura ~~months~~Anthony, wecurrently ~~anticipate~~is ~~incurring costs~~providing ~~related~~legal services to: the Company without charge.

	(i)	Accounting and auditing fees relating to filing reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in the amount of approximately $20,000; and
	(ii)	Consummating an acquisition in the amount of approximately $100,000 or more, depending on the terms of the specific acquisition at issue to pay for audit fees, and the range of audit fees for this is unknown at such time and cannot be predicted with any accuracy.

We believe we will be able to meet the costs of filing reports under the Exchange Act during the next 12 months through the use of funds to be loaned to or invested in us by our management or other investors. However, there is no guarantee that such additional funds will be made available to us or on terms that are favorable to us. If we enter into a business combination with a target entity, we will request the target company to pay the acquisition related fees and expenses as a condition precedent to such an agreement. Our management may also agree to invest or loan money to cover such expenses. To date, we have had no discussions with our management or other investors, regarding funding and no funding commitment for future expenses has been obtained. If in the future we need funds to pay expenses, we will consider these and other yet to be identified options for raising funds and/or paying expenses. If our management, or other investors, do not loan to or invest sufficient funds in us, then we will not be able to meet our SEC reporting obligations and will not be able to attract a private company with which to combine.

~~Our officer and director, Laura Anthony, currently is providing legal services to the Company without charge.~~6

We ~~believe we will be able to meet the costs of filing~~ ~~reports~~have ~~under~~no ~~the~~source ~~Exchange Act during the next 12 months through the use~~ of ~~funds~~revenues toand bewill ~~loaned~~quickly tohave ora ~~invested~~stockholders’ ~~in us by our management or other investors~~deficit. ~~However,~~These ~~there~~conditions israise nosubstantial ~~guarantee~~doubt ~~that~~about ~~such~~our ~~additional funds will be made available to us or on terms that are favorable~~ability to ~~us.~~continue Ifas ~~we enter into~~ a ~~business~~going ~~combination~~concern. ~~with~~We aare ~~target~~devoting ~~entity,~~our weefforts ~~will request the target company~~ to ~~pay~~locating ~~the~~merger ~~acquisition related fees and expenses as a condition precedent to such an agreement~~candidates. Our ~~management~~ability ~~may also agree~~ to ~~invest~~continue oras ~~loan~~a ~~money~~going ~~to cover such expenses.~~concern Tois ~~date,~~dependent weupon ~~have had no discussions with~~ our ~~management~~ability orto ~~other~~develop ~~investors~~additional ~~regarding~~sources ~~funding~~of ~~and no funding commitment for future expenses has been obtained. If in the future we need funds to pay expenses~~capital, welocate ~~will consider these~~ and ~~other~~complete ~~yet~~a tomerger bewith ~~identified~~another ~~options~~company, ~~for raising funds~~ and~~/or~~ ~~paying expenses. If our management~~ultimately, ~~or other investors, do not loan to or invest sufficient funds in us, then we will not~~ beachieve ~~able~~profitable ~~to meet our SEC reporting obligations and will not be able to attract a private company with which to combine~~operations.

4The Company may consider a business which has recently commenced operations, is in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. Our management believes that the public company status that results from a combination with the Company will provide such company greater access to the capital markets, increase its visibility in the investment community, and offer the opportunity to utilize its stock to make acquisitions. However, there is no assurance that the Company will have greater access to capital due to its public company status, and therefore a business combination with an operating company in need of additional capital may expose the Company to additional risks and challenges. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

WeManagement believes ~~have~~there noexist ~~source~~numerous ofprivate ~~revenues~~operating ~~and~~businesses ~~will~~seeking ~~quickly~~the ~~have~~ perceived benefits of operating as a ~~stockholders’~~publicly ~~deficit~~registered corporation. Perceived ~~These~~benefits ~~conditions~~may ~~raise~~include ~~substantial~~increasing ~~doubt~~equity ~~about~~financing ~~our~~options, ~~ability~~providing tostock ~~continue~~options asor asimilar ~~going~~benefits ~~concern.~~as Weincentives ~~are~~to ~~devoting~~key ~~our~~employees, ~~efforts~~and toachieving ~~locating~~liquidity ~~merger~~(subject ~~candidates.~~to ~~Our~~restrictions ~~ability~~of toapplicable ~~continue~~statutes), asfor aall ~~going~~shareholders. ~~concern~~Management isfurther ~~dependent~~believes that ~~upon~~certain ~~our~~private ~~ability~~operating tobusinesses ~~develop~~prefer ~~additional sources~~merging ofinto ~~capital,~~a ~~locate~~publicly ~~and~~registered ~~complete~~company aso ~~merger~~as ~~with~~to ~~another~~eliminate ~~company,~~the time and ~~ultimately,~~expense ~~achieve~~of conducting ~~profitable~~an ~~operations~~initial public offering.

~~The Company may consider a business which has recently~~We ~~commenced operations~~have, isand inwill ~~need~~continue ofto ~~additional~~have, ~~funds~~no ~~for~~capital ~~expansion~~with ~~into~~which ~~new products or markets, is seeking~~ to ~~develop~~provide athe ~~new~~owners ~~product~~of ~~or service, or is an established~~ business ~~which~~entities ~~may~~with beany ~~experiencing~~cash ~~financial~~ or ~~operating~~other ~~difficulties~~assets. ~~and~~However, owners ~~is in need~~ of ~~additional~~these ~~capital. Our~~private ~~management~~operating ~~believes~~businesses ~~that~~will ~~the~~still ~~public~~incur ~~company~~significant ~~status~~legal ~~that~~and ~~results~~accounting ~~from~~costs ain ~~combination~~connection with the ~~Company will provide such company greater~~acquisition ~~access~~of toa ~~the~~publicly ~~capital~~registered ~~markets~~corporation, ~~increase~~including ~~its visibility in~~ the ~~investment~~costs ~~community,~~of ~~and~~preparing ~~offer~~Current ~~the~~Reports ~~opportunity~~on toForm ~~utilize~~8-K, ~~its~~Annual ~~stock~~Reports ~~to make~~on ~~acquisitions.~~Form ~~However~~10-K, ~~there~~Quarterly Reports ison noForm ~~assurance~~10-Q ~~that~~and ~~the~~agreements ~~Company~~and ~~will~~related ~~have~~reports ~~greater~~and ~~access~~documents. toThe ~~capital~~Exchange ~~due~~Act tospecifically ~~its~~requires ~~public~~that ~~company~~within ~~status, and~~four ~~therefore a~~ business days ~~combination~~of ~~with~~completion ~~an operating company in need~~ of ~~additional capital may expose the Company to additional risks and challenges. In the alternative,~~ a ~~business~~merger ~~combination~~or ~~may involve the~~ acquisition ~~of,~~transaction ~~or merger~~ with, a ~~company~~private ~~which~~operating ~~does not need substantial additional capital~~business, ~~but which desires to establish~~ a ~~public~~Current ~~trading~~Report ~~market~~on ~~for~~Form ~~its~~8-K ~~shares,~~be ~~while~~filed ~~avoiding,~~containing Form ~~among~~10 ~~other~~information ~~things,~~ regarding the ~~time~~private ~~delays,~~operating ~~significant expense~~company, ~~and~~including ~~loss~~audited offinancial ~~voting control which may occur in a public offering~~statements.

~~Management believes there exist numerous private operating~~Continuing ~~businesses seeking the perceived benefits of operating as a publicly registered corporation. Perceived benefits may include increasing equity financing options~~Operations, ~~providing~~Liquidity ~~stock options or similar benefits as incentives to key employees,~~ and ~~achieving~~Capital liquidity (subject to restrictions of applicable statutes), for all shareholders. Management further believes that certain private operating businesses prefer merging into a publicly registered company so as to eliminate the time and expense of conducting an initial public offering.Resources

We have, ~~and~~no ~~will~~known ~~continue~~demands toor ~~have,~~commitments noand ~~capital~~are ~~with which~~not toaware ~~provide the owners~~ of ~~business entities with~~ any ~~cash~~events or ~~other~~uncertainties ~~assets.~~as ~~However, owners~~ of ~~these private operating businesses will still incur significant legal and accounting costs in connection with~~ the ~~acquisition~~date of athis ~~publicly~~report ~~registered~~that ~~corporation,~~will ~~including~~result ~~the~~in ~~costs~~or ofthat ~~preparing~~are ~~Current~~reasonably ~~Reports~~likely onto ~~Form~~materially ~~8-K,~~increase ~~Annual~~or ~~Reports~~decrease onour ~~Form~~current ~~10-K,~~liquidity. ~~Quarterly~~We ~~Reports~~had onno ~~Form~~material ~~10-Q~~commitments ~~and~~for ~~agreements and related~~capital ~~reports~~expenditures ~~and~~as ~~documents. The Exchange Act specifically requires that within four business days~~ of ~~completion~~September ~~of a merger or acquisition transaction with a private operating business~~30, ~~a Current Report on Form 8-K be filed containing Form 10 information regarding the private operating company, including audited financial statements~~2024.

~~Continuing~~The Company’s ~~Operations~~current cash is not sufficient to satisfy the Company’s cash requirements during the next 12 months and additional cash will be necessary. The Company currently plans to satisfy its cash requirements for the next 12 months through its current cash, by ~~Liquidity~~borrowing from its stockholders and/or ~~Capital~~from ~~Resources~~stockholder contributions. The Company may explore alternative financing sources, although it currently has not done so. However, there is no guarantee that such additional funds will be made available to us or on terms that are favorable to us. If we enter into a business combination with a target entity, we will request the target company to pay the acquisition related fees and expenses as a condition precedent to such an agreement. Our current stockholders may also agree to invest or loan money to cover such expenses. To date, we have had no discussions with our stockholders or other investors regarding funding and no funding commitment for future expenses has been obtained. If in the future we need funds to pay expenses, we will consider these and other yet to be identified options for raising funds and/or paying expenses. If our current stockholders, or other investors, do not loan to or invest sufficient funds in us, then we will not be able to meet our SEC reporting obligations and will not be able to attract a private company with which to combine.

WeThe Company ~~have~~will nouse ~~known~~its ~~demands~~limited personnel and financial resources in connection with seeking new business opportunities, including seeking an acquisition or ~~commitments~~merger ~~and~~with ~~are~~an ~~not~~operating company. It may be expected that entering into a new business opportunity or business combination ~~aware~~will involve the issuance of ~~any~~a ~~events~~substantial ornumber ~~uncertainties~~of asrestricted shares of ~~the~~common ~~date~~stock. If such additional restricted shares of ~~this~~common stock ~~report~~are ~~that~~issued, the shareholders will ~~result~~experience a dilution in ortheir ~~that~~ownership ~~are~~interest ~~reasonably~~in ~~likely~~the toCompany. ~~materially~~If ~~increase~~a substantial number of orrestricted ~~decrease~~shares ~~our~~are ~~current~~issued ~~liquidity.~~in Weconnection ~~had~~with noa ~~material~~business ~~commitments~~combination, ~~for~~a ~~capital~~change ~~expenditures~~in ascontrol ofmay ~~March~~be ~~31,~~expected ~~2024~~to occur.

The Company’s current cash is not sufficient to satisfy the Company’s cash requirements during the next 12 months and additional cash will be necessary. The Company currently plans to satisfy its cash requirements for the next 12 months through its current cash, by borrowing from its stockholders and/or from stockholder contributions. The Company may explore alternative financing sources, although it currently has not done so. However, there is no guarantee that such additional funds will be made available to us or on terms that are favorable to us. If we enter into a business combination with a target entity, we will request the target company to pay the acquisition related fees and expenses as a condition precedent to such an agreement. Our current stockholders may also agree to invest or loan money to cover such expenses. To date, we have had no discussions with our stockholders or other investors regarding funding and no funding commitment for future expenses has been obtained. If in the future we need funds to pay expenses, we will consider these and other yet to be identified options for raising funds and/or paying expenses. If our current stockholders, or other investors, do not loan to or invest sufficient funds in us, then we will not be able to meet our SEC reporting obligations and will not be able to attract a private company with which to combine.7

5There are no limitations in the certificate of incorporation on the Company’s ability to borrow funds or raise funds through the issuance of capital stock to effectuate a business combination. The Company’s limited resources and lack of recent operating history may make it difficult to borrow funds or raise capital. Such inability to borrow funds or raise funds through the issuance of capital stock required to effect or facilitate a business combination may have a material adverse effect on the Company’s financial condition and future prospects, including the ability to complete a business combination. To the extent that debt financing ultimately proves to be available, any borrowing will subject the Company to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business.

The Company ~~will~~currently ~~use~~has ~~its~~no ~~limited~~plans ~~personnel~~to ~~and~~conduct ~~financial resources~~any inresearch ~~connection~~and ~~with~~development ~~seeking~~or ~~new~~to ~~business~~purchase ~~opportunities, including seeking an acquisition~~ or ~~merger~~sell ~~with~~any ansignificant ~~operating company~~equipment. It ~~may~~The ~~be expected that entering into a new business opportunity or business combination will involve the issuance of a substantial number~~Company ofdoes ~~restricted~~not ~~shares~~expect ofto ~~common~~hire ~~stock.~~any Ifemployees ~~such~~during ~~additional restricted shares of common stock are issued,~~ the ~~shareholders~~next ~~will~~12 ~~experience a dilution in their ownership interest in the Company~~months. ~~If a substantial number of restricted shares are issued in connection with a business combination, a change in control may be expected to occur.~~

~~There are no limitations in the certificate of incorporation~~OFF-BALANCE onSHEET the Company’s ability to borrow funds or raise funds through the issuance of capital stock to effectuate a business combination. The Company’s limited resources and lack of recent operating history may make it difficult to borrow funds or raise capital. Such inability to borrow funds or raise funds through the issuance of capital stock required to effect or facilitate a business combination may have a material adverse effect on the Company’s financial condition and future prospects, including the ability to complete a business combination. To the extent that debt financing ultimately proves to be available, any borrowing will subject the Company to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business.ARRANGEMENTS

~~The Company currently has no plans to conduct any research and development or to purchase or sell any significant equipment~~None. ~~The Company does not expect to hire any employees during the next 12 months.~~

~~OFF-BALANCE~~Item 3. ~~SHEET~~Quantitative ~~ARRANGEMENTS~~and Qualitative Disclosures about Market Risk

~~None~~Not required for smaller reporting companies.

Item 3 4. ~~Quantitative~~Controls and ~~Qualitative Disclosures about Market Risk~~Procedures

~~Not~~Evaluation of ~~required~~Disclosure ~~for~~Controls ~~smaller~~and ~~reporting companies.~~Procedures

~~Item~~Our management, 4under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2024. ~~Controls~~Based on such review and ~~Procedures~~evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2024, the disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

~~Evaluation~~Changes in ofInternal ~~Disclosure~~Control ~~Controls~~over ~~and~~Financial ~~Procedures~~Reporting

~~Our management, under the supervision and with the~~There ~~participation~~were ofno ~~our~~changes ~~Chief~~in ~~Executive Officer and Chief Financial Officer, has reviewed and evaluated~~ the ~~effectiveness of the~~ Company’s ~~disclosure~~ ~~controls~~internal ~~and~~control ~~procedures~~over asfinancial ofreporting ~~March~~identified ~~31,~~in ~~2024.~~connection ~~Based~~with onthe ~~such review and~~ evaluation, ~~our Chief Executive Officer and Chief Financial~~required ~~Officer~~by ~~concluded~~paragraph ~~that,~~(d) as of ~~March~~Rule ~~31,~~13a-15 ~~2024,~~or ~~the~~15d-15 ~~disclosure~~of ~~controls and procedures were not effective to ensure that information required to be disclosed by~~ the ~~Company~~Exchange inAct ~~the reports~~ that itoccurred ~~files~~during ~~or submits under~~ the ~~Exchange~~fiscal ~~Act~~quarter ~~(a)~~ended isSeptember ~~recorded~~30, ~~processed~~2024, ~~summarized~~that ~~and~~have ~~reported~~materially ~~within~~affected, ~~the~~or ~~time~~are ~~periods~~reasonably ~~specified~~likely into ~~the~~materially ~~SEC’s~~affect, ~~rules and forms and (b) is accumulated and communicated to~~ the Company’s ~~management,~~ ~~including~~internal ~~its~~control ~~principal~~over ~~executive and principal~~ financial ~~officers, as appropriate to allow timely decisions regarding required disclosure~~reporting.

~~Changes in Internal Control over Financial Reporting~~8

~~There were no changes in the Company’s~~PART ~~internal~~II ~~control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a~~-15 orOTHER 15d-15 of the Exchange Act that occurred during the fiscal quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.INFORMATION

6Item 1. Legal Proceedings

~~PART~~We are IInot -a ~~OTHER~~party ~~INFORMATION~~to any material litigation, nor, to the knowledge of management, is any litigation threatened against us that may materially affect us.

Item 1 1A. ~~Legal~~Risk ~~Proceedings~~Factors

We are ~~not~~ a ~~party~~smaller toreporting ~~any~~company ~~material~~and ~~litigation,~~are ~~nor, to~~not ~~the~~required ~~knowledge~~to ofprovide ~~management,~~the isinformation ~~any~~under ~~litigation~~this ~~threatened against us that may materially affect us~~item.

Item 1A 2. ~~Risk~~Unregistered ~~Factors~~Sales of Equity Securities and Use of Proceeds

~~We are a smaller reporting company and are not required to provide the information under this item~~None.

Item 2 3. ~~Unregistered~~Defaults ~~Sales~~Upon ofSenior ~~Equity~~ Securities ~~and Use of Proceeds~~

None.

Item 3 4. ~~Defaults~~Mine ~~Upon~~Safety ~~Senior Securities~~Disclosures

~~None~~Not applicable.

Item 4 5. ~~Mine~~Other ~~Safety Disclosures~~Information

(a) Not applicable.

~~Item~~(b) During 5.the ~~Other~~quarter ~~Information~~ended September 30, 2024, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

~~(a) Not applicable~~Item 6. Exhibits

(b) During the quarter ended March 31, 2024, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

Exhibit Number		Description of Exhibit

31.1*		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

101.INS*		Inline XBRL Instance

101.SCH*		Inline XBRL Taxonomy Extension Schema

101.CAL*		Inline XBRL Taxonomy Extension Calculation

101.DEF*		Inline XBRL Taxonomy Extension Definition

101.LAB*		Inline XBRL Taxonomy Extension Labels

101.PRE*		Inline XBRL Taxonomy Extension Presentation

104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~(c) During the quarter ended March 31, 2024, no director~~* orFiled officer of the Company adopted or terminated a contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1 trading arrangementherewith.

~~Item~~** Furnished 6herewith. ~~Exhibits~~

Exhibit Number		Description of Exhibit
31.1*		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance
101.SCH*		Inline XBRL Taxonomy Extension Schema
101.CAL*		Inline XBRL Taxonomy Extension Calculation
101.DEF*		Inline XBRL Taxonomy Extension Definition
101.LAB*		Inline XBRL Taxonomy Extension Labels
101.PRE*		Inline XBRL Taxonomy Extension Presentation
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.SIGNATURES

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

	AG Acquisition Group III, Inc.

Date: November 14, 2024	By:	/s/ Laura Anthony
	Name:	Laura Anthony
	Title:	Chief Financial Officer (principal financial officer and principal accounting officer)

~~SIGNATURES~~10

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

	AG Acquisition Group III, Inc.
Date: May 14, 2024	By:	/s/ Laura Anthony
	Name:	Laura Anthony
	Title:	Chief Financial Officer (principal financial officer and principal accounting officer)

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