UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended May 31, 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: 333-194055

 

AMJ Global Technology

(Exact name of registrant as specified in its charter)

 

Nevada

 

33-1230169

(State or other jurisdiction

of incorporation)

 

(IRS Employer

Identification Number)

 

2470 E Flamingo Rd.Suite A

Las VegasNV  89121

(Address of principal executive offices)

 

(213709-4296

(Registrant’s telephone number, including area code)

 

______________________________________________

(Former name or former address, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

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 shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒ No

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or 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 June 27, 2024, the Company had 104,035,523Close shares of common stock outstanding.

 

 

 

 

AMJ Global Technology

 

INDEX

 

 

 

Page

PART I. FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

Financial Statements

 

3

 

Item 2.

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

 

4

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risks

 

7

 

Item 4.

Controls and Procedures

 

7

 

 

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

8

 

Item 1A.

Risk Factors

 

8

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

8

 

Item 3.

Defaults Upon Senior Securities

 

8

 

Item 4.

Mine Safety Disclosures

 

8

 

Item 5.

Other Information

 

8

 

Item 6.

Exhibits

 

9

 

 

 

 

 

 

SIGNATURES

 

10

 

 

2

Table of Contents

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

delete

 

AMJ Global Technology

 

Table of Contents

 

 

 

Page

 

 

 

 

 

Condensed Balance Sheets at May 31, 2024 and November 30, 2023 (unaudited)

 

F-1

 

 

 

 

 

Condensed Statements of Operations for the three and six months ended May 31, 2024, and 2023 (unaudited)

 

F-2

 

 

 

 

 

Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended May 31, 2024, and 2023 (unaudited)

 

F-3

 

 

 

 

 

Condensed Statements of Cash Flows for the six months ended May 31, 2024, and 2023 (unaudited)

 

F-4

 

 

 

 

 

Notes to Unaudited Condensed Financial Statements

 

F-5

 

 

 

3

Table of Contents

 

AMJ Global Technology

Condensed Balance Sheets

(Unaudited)

 

 

 

May 31,

 

 

November 30,

 

 

 

2024

 

 

2023

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$500

 

 

$-

 

Prepaid expenses

 

 

8,667

 

 

 

9,140

 

Total Current Assets

 

 

9,167

 

 

 

9,140

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$9,167

 

 

$9,140

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$1,275

 

 

$750

 

Accrued management fees - related party

 

 

120,000

 

 

 

110,000

 

Due to related party

 

 

-

 

 

 

16,465

 

Total Current Liabilities

 

 

121,275

 

 

 

127,215

 

 

 

 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

 

 

 

Common stock, $0.001 par value, 750,000,000 shares authorized, 104,035,523 and 103,033,323 shares issued and outstanding, respectively

 

 

104,036

 

 

 

103,033

 

Additional paid-in capital

 

 

171,092

 

 

 

169,469

 

Accumulated deficit

 

 

(387,236)

 

 

(390,577)

Total Stockholders' Deficit

 

 

(112,108)

 

 

(118,075)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$9,167

 

 

$9,140

 

 

 The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 
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Table of Contents

 

AMJ Global Technology

Condensed Statements of Operations

(Unaudited)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

May 31,

 

 

May 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

1,500

 

 

 

-

 

 

 

3,000

 

 

 

1,800

 

Professional fees

 

 

11,499

 

 

 

5,918

 

 

 

29,673

 

 

 

21,773

 

Management compensation

 

 

32,095

 

 

 

752,380

 

 

 

62,095

 

 

 

752,380

 

Total operating expenses

 

 

45,094

 

 

 

758,298

 

 

 

94,768

 

 

 

775,953

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

 

(45,094)

 

 

(758,298)

 

 

(94,768)

 

 

(775,953)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on settlement of debt - related party

 

 

98,109

 

 

 

-

 

 

 

98,109

 

 

 

-

 

Total other income

 

 

98,109

 

 

 

-

 

 

 

98,109

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss) before income taxes

 

 

53,015

 

 

 

(758,298)

 

 

3,341

 

 

 

(775,953)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$53,015

 

 

$(758,298)

 

$3,341

 

 

$(775,953)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted income (loss) per common share

 

$0.00

 

 

$(0.01)

 

$0.00

 

 

$(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted average common shares outstanding

 

 

103,594,288

 

 

 

90,445,062

 

 

 

103,313,806

 

 

 

90,036,438

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 
F-2

Table of Contents

 

AMJ Global Technology

Condensed Statement of Changes in Stockholders’ Deficit

(Unaudited)

 For the Three and Six Months Ended May 31, 2024

 

 

 

 

 

 

 

 

 

 Additional

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

 Paid in

 

 

Accumulated

 

 

Stockholders'

 

 

 

 Shares

 

 

 Amount

 

 

 Capital

 

 

 Deficit

 

 

 Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - November 30, 2023

 

 

103,033,323

 

 

$103,033

 

 

$169,469

 

 

$(390,577)

 

$(118,075)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(49,674)

 

 

(49,674)

Balance - February 29, 2024

 

 

103,033,323

 

 

 

103,033

 

 

 

169,469

 

 

 

(440,251)

 

 

(167,749)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for settlement of debt- related party

 

 

202,200

 

 

 

203

 

 

 

327

 

 

 

-

 

 

 

530

 

Common stock issued for compensation - related party

 

 

400,000

 

 

 

400

 

 

 

648

 

 

 

-

 

 

 

1,048

 

Common stock issued for services - related party

 

 

400,000

 

 

 

400

 

 

 

648

 

 

 

-

 

 

 

1,048

 

Net income for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

53,015

 

 

 

53,015

 

Balance - May 31, 2024

 

 

104,035,523

 

 

 

104,036

 

 

 

171,092

 

 

 

(387,236)

 

 

(112,108)

 

 For the Three and Six Months Ended May 31, 2023

 

 

 

 

 

 

 

 

 

 Additional

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

 Paid in

 

 

Accumulated

 

 

Stockholders'

 

 

 

 Shares

 

 

 Amount

 

 

 Capital

 

 

 Deficit

 

 

 Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - November 30, 2022

 

 

89,623,323

 

 

$89,623

 

 

$147,412

 

 

$(253,788)

 

$(16,753)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(17,655)

 

 

(17,655)

Balance - February 28, 2023

 

 

89,623,323

 

 

 

89,623

 

 

 

147,412

 

 

 

(271,443)

 

 

(34,408)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services - related party

 

 

900,000

 

 

 

900

 

 

 

1,480

 

 

 

-

 

 

 

2,380

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(758,298)

 

 

(758,298)

Balance - May 31, 2023

 

 

90,523,323

 

 

$90,523

 

 

$148,892

 

 

$(1,029,741)

 

$(790,326)

 

(1) Prior period has been restated, see Note 1 Basis of Presentation – Restatement of Previously Issued Financial Statements

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 
F-3

Table of Contents

 

AMJ Global Technology

Condensed Statements of Cash Flows

(Unaudited)

 

 

 

Six Months Ended

 

 

 

May 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$3,341

 

 

$(775,953)

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

 

 

 

 

 

 

 

 

Stock based compensation - related party

 

 

2,096

 

 

 

2,380

 

Gain on settlement of debt - related party

 

 

(98,109)

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

473

 

 

 

(750)

Accounts payable

 

 

525

 

 

 

(3,280)

Accrued expenses - related party

 

 

-

 

 

 

750,000

 

Accrued management fee - related party

 

 

60,000

 

 

 

-

 

Net cash used in operating activities

 

 

(31,674)

 

 

(27,603)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from related party

 

 

32,174

 

 

 

27,603

 

Net cash provided by financing activities

 

 

32,174

 

 

 

27,603

 

 

 

 

 

 

 

 

 

 

Net change in cash for the period

 

 

500

 

 

 

-

 

Cash at beginning of period

 

 

-

 

 

 

-

 

Cash at end of period

 

$500

 

 

$-

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$-

 

 

$-

 

Cash paid for interest

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

NON-CASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Common stock issued for settlement of debt - related party

 

$530

 

 

$-

 

Common stock issued for compensation - related party

 

$1,048

 

 

$-

 

Common stock issued for services - related party

 

$1,048

 

 

$2,380

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 
F-4

Table of Contents

 

AMJ Global Technology

Notes to Unaudited Condensed Financial Statements

May 31, 2024

 

NOTE 1 – ORGANIZATION, BUSINESS AND LIQUIDITY

 

Business

 

AMJ Global Technology (the ‘Company’) was incorporated under the laws of the State of Nevada on August 16, 2013, originally incorporated as Kange Corp. Effective April 22, 2023, the Company filed with the State of Nevada a Certificate of Amendment to its Articles of Incorporation, changing the name of the Company to AMJ Global Technology. We are a start-up company developing mobile software products, starting in Estonia and Europe, which is our initial intended market. During year 2017, we began focusing on the intersection of technology and wholistic technology-based health treatments. We retained an advisor having substantial experience in the technology sector, and two former professional athletes to advise us regarding sports health issues and treatments. We intend to provide services to formulate a treatment model to meet the needs of professional athletes that suffer from PTSD and the early onset of dementia and Alzheimer’s. The Company is currently evaluating operations in the wholistic health industry.

 

On April 26, 2023, the Company entered into an assignment agreement with AMJ Global Entertainment, LLC, a Nevada limited liability company controlled by the Company’s CEO and director., pursuant to which AMJ Global Entertainment, LLC assigned to the Company 25% of the ownership rights to AMJ Global Entertainment’s intellectual property in connection with the “Blabeey” platform, including software, code and trade secrets at zero cost. 

 

Basis of Presentation

 

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements are condensed and do not include all of the information and footnotes required by GAAP for complete financial statements.

 

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the results of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended November 30, 2023, as filed with the SEC on March 12, 2024.

 

Use of Estimates

 

The preparation of financial statements in conformity with 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. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

 

Equity Investment – Related Party

 

Equity investments with readily determinable fair values are measured at fair value. Equity investments without readily determinable fair values are measured using the equity method or measured at cost with adjustments for observable changes in price or impairments (referred to as the measurement alternative). We perform a qualitative assessment on a periodic basis and recognize an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. Changes in value are recorded in other income (expenses).

 

The Equity investment in AMJ Global Entertainment, LLC (“AMJ”), a related party controlled by the Company’s CEO and director, is accounted for under the equity method as the investment provides us with the ability to exercise significant influence over operating and financial policies of AMJ. On acquisition of AMJ, the investment had no value and as of May 31, 2024, AMJ has sustained losses. The carrying amount of this investment as of May 30, 2024, is $0.

 

 
F-5

Table of Contents

 

Net Loss Per Share of Common Stock

 

The Company has adopted ASC Topic 260, “Earnings per Share” which requires presentation of basic earnings per share on the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants unless the result would be antidilutive. There were no potentially dilutive shares of common stock outstanding for the six months ended May 31, 2024, and 2023.

 

Cash and Cash Equivalents

 

For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company did not have any cash equivalents at May 31, 2024 and November 30, 2023. The Company had cash of $500 and $0 at May 31, 2024 and November 30, 2023, respectively.

 

Restatement of Previously Issued Financial Statements

 

The Company has restated amounts reported in previously issued financial statements for the periods presented in this Quarterly Report on Form 10-Q relating to errors. The restated amounts relate to share values utilized to settle transactions with related parties.

 

The following tables present the restatement to the line items of our previously issued financial statements to reflect the correction of errors:

 

Statements of Changes in Stockholder's Deficit:

 

November 30, 2022

 

As Reported

 

 

Adjustment

 

 

As Revised

 

Additional paid -in-capital

 

$

3,255,107

 

 

$

(3,107,695

)

 

$

147,412

 

Accumulated deficit

 

$

(3,361,483

)

 

$

3,107,695

 

 

$

(253,788

)

 

 

 

 

 

 

 

 

 

 

 

 

 

May 31, 2023

 

As Reported

 

 

Adjustment

 

 

As Revised

 

Additional paid -in-capital

 

$

4,154,207

 

 

$

(4,005,315

)

 

$

148,892

 

Accumulated deficit

 

$

(5,035,056

)

 

$

4,005,315

 

 

$

(1,029,741

)

 

NOTE 2 – GOING CONCERN AND LIQUIDITY CONSIDERATION

 

Going Concern

 

The accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company used cash in operating activities of $31,674 for the six months ended May 31, 2024. The Company had an accumulated deficit of $387,236 at May 31, 2024. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from related parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts.

 

 
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Table of Contents

 

The condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 3 – RELATED PARTY TRANSACTIONS

 

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such a time that the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are non-interest bearing, considered temporary in nature, and have not been formalized by a promissory note.

 

On April 26, 2023, the Company entered into an assignment agreement with AMJ Global Entertainment, LLC, a Nevada limited liability company controlled by the Company’s CEO and director, pursuant to which AMJ Global Entertainment assigned to the Company 25% of the ownership rights to AMJ Global Entertainment’s intellectual property in connection with the “Blabeey” platform, including software, code and trade secrets at zero cost.

 

During the six months ended May 31, 2024, and 2023, AMJ Global Entertainment LLC, a related party controlled by the Company’s CEO and director advanced to the Company an amount of $31,674 and $27,603 by paying for operating expenses on behalf of the Company, $500 and $0 in cash, respectively.

 

During the six months ended May 31,2024, and 2023, the Company recognized management fees of $60,000 and $0, respectively.

 

During the six months ended May 31,2024 and 2023, the Company issued 400,000 and 900,000 shares of common stock to four advisory board members, the shares were valued and recognized compensation of $1,048 and $2,380, respectively.

 

During the six months ended May 31,2024, the Company issued 400,000 shares of common stock to four board of directors’ members, the shares were valued and recognized compensation of $1,048.

 

During the six months ended May 31,2024, the Company’s board of directors approved the issuance of 1,000,000 shares of common stock for settlement of $50,000 management fees payable to the Company’s CEO and director. The shares were valued at $262, resulting in a gain of settlement on debt of $49,738.

 

During the six months ended May 31, 2024, the Company’s board of directors approved the issuance of 102,200 shares of common stock for settlement of $48,639 due to AMJ Global Entertainment, LLC, a related party controlled by the Company’s CEO. The shares were valued at $268, resulting in a gain of settlement on debt of $48,371.

 

During the six months ended May 31,2024, the Company recognized and paid $3,000 office rent expenses to a company controlled by a related party.

 

At May 31, 2024 and November 30, 2023, the Company owed $0 and $16,465, respectively, to AMJ Global Entertainment LLC, a related party controlled by the Company’s CEO and director. The amount is unsecured, non-interest bearing and due on demand.

 

NOTE 4 – COMMON STOCK

 

Common Stock

 

The Company has authorized common shares of 750,000,000, par value $0.001 per share. Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights.

 

 
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Table of Contents

 

During the year ended November 30,2023, the Company issued following shares:

 

 

·

1,400,000 shares of common stock to the Company’s board advisories, it was valued at $3,703.

 

·

2,000,000 shares of common stock as stock - based compensation to the Company’s CEO and director, it was valued at $5,290.

 

·

10,000,000 shares of common stock against amount owed to AMJ Global Entertainment LLC, a related party controlled by the Company’s CEO and director, it was valued at $26,448.

 

·

10,000 shares of common stock for settlement of debt to a vendor, it was valued at $26.

 

During the six months ended May 31, 2024, the Company issued following shares:

 

 

·

400,000 shares of common stock to the Company’s board of directors, valued at $1,048.

 

·

400,000 shares of common stock to the Company’s advisory board members, valued at $1,048.

 

·

100,000 shares of common stock against management fees payable to the Company’s CEO and director, valued at $262.

 

·

102,200 shares of common stock against amounts owed to AMJ Global Entertainment LLC, a related party controlled by the Company’s CEO and director, valued at $268.

 

There were 104,035,523 and 103,033,323 shares of common stock issued and outstanding as of May 31, 2024, and November 30, 2023, respectively.

 

NOTE 5 – SUBSEQUENT EVENTS

 

The Company has evaluated events occurring subsequent to the balance sheet date through the date these unaudited condensed financial statements were issued and determined there are no additional events requiring disclosure.

 

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

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This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “anticipate,” “expects,” “intends,” “plans,” “believes,” “seeks” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-Q. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s stock. The following discussion and analysis should be read in conjunction with our financial statements and summary of selected financial data for AMJ Global Technology. Such a discussion represents only the best present assessment from our Management.

 

Description of Company

 

AMJ Global Technology (the ‘Company’) was incorporated under the laws of the State of Nevada on August 16, 2013, originally incorporated as Kange Corp. Effective April 22, 2023, the Company filed with the State of Nevada a Certificate of Amendment to its Articles of Incorporation, changing the name of the Company to AMJ Global Technology.

 

We are a start-up company developing mobile software. During 2017, we began focusing on the intersection of technology and wholistic technology-based health treatments. We retained an advisor having substantial experience in the technology sector, and two former professional athletes to advise us regarding sports health issues and treatments. We intend to provide services to formulate a treatment model to meet the needs of professional athletes that suffer from PTSD and the early onset of dementia and Alzheimer’s. The Company is currently evaluating operations in the wholistic health industry.

 

On April 26, 2023, the Company entered into an assignment agreement with AMJ Global Entertainment, LLC, a Nevada limited liability company controlled by the Company’s CEO and director, pursuant to which AMJ Global Entertainment assigned to the Company 25% of the ownership rights to AMJ Global Entertainment’s intellectual property in connection with the “Blabeey” platform, including software, code and trade secrets at zero cost.

 

We have had limited operations and have been issued a “going concern” opinion by our auditor on our November 30, 2023, audited financial statements based upon our reliance on related party advances and the sale of our common stock as the sole source of funds for our operations for the near future.

 

The following Management Discussion and Analysis should be read in conjunction with the financial statements and accompanying notes included in this Form 10-Q.

 

Reports to Security Holders

 

We intend to furnish our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year. We voluntarily file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the Securities and Exchange Commission in order to disclose relevant information regarding the Company. We may also file additional documents with the Commission if they become necessary in the course of our company’s operations.

 

The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.

 

 
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Results of Operations

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed financial statements and notes thereto for the period ended May 31, 2024, which are included herein.

 

Our operating results for the six months ended May 31, 2024, and 2023 and the changes between those periods for the respective items are summarized as follows.

 

For the Three Months Ended May 31, 2024, and 2023

 

 

 

Three Months Ended

 

 

 

 

 

 

May 31,

 

 

Change

 

 

 

2024

 

 

2023

 

 

Amount

 

Operating loss

 

$45,094

 

 

$758,298

 

 

$(713,204)

Other income

 

 

(98,109)

 

 

-

 

 

 

(98,109)

Net (income) loss

 

$(53,015)

 

$758,298

 

 

$(811,313)

 

We did not generate any operating revenues for the three months ended May 31, 2024, and 2023.

 

The Company incurred a net income of $53,015 during the three months ended May 31, 2024, compared to a net loss of $758,298 for the three months ended May 31, 2023. The decrease in net loss was primarily due to a decrease in management compensation and other income for a gain on settlement of debt -related party.

 

Operating expenses for the three months ended May 31, 2024, and 2023 were $45,094 and $758,298 respectively. For the three months ended May 31, 2024, and 2023, the operating expenses were primarily attributed to management compensation of $32,095 and $752,380, professional fees of $11,499 and $5,918, general and administrative expenses of $1,500 and $0, respectively.

 

Other income for the three months ended May 31,2024 was $98,109 for a gain on settlement of debt -related party.

 

For the Six Months Ended May 31, 2024, and 2023

 

 

 

Six Months Ended

 

 

 

 

 

 

May 31,

 

 

Change

 

 

 

2024

 

 

2023

 

 

Amount

 

Operating loss

 

$94,768

 

 

$775,953

 

 

$(681,185)

Other income

 

 

(98,109)

 

 

-

 

 

 

(98,109)

Net (income) loss

 

$(3,341)

 

$775,953

 

 

$(779,294)

 

We did not generate any operating revenues for the six months ended May 31, 2024, and 2023.

 

The Company incurred a net income of $3,341 during the six months ended May 31, 2024, compared to a net loss of $775,953 for the six months ended May 31, 2023. The decrease in net loss was primarily due to a decrease in management compensation and other income for a gain on settlement of debt -related party.

 

Operating expenses for the six months ended May 31, 2024, and 2023 were $94,768 and $775,953 respectively. For the six months ended May 31, 2024, and 2023, the operating expenses were primarily attributed to management compensation of $62,095 and $752,380, professional fees of $29,673 and $21,773, general and administrative expenses of $3,000 and $1,800, respectively.

 

Other income for the six months ended May 31,2024 was $98,109 for a gain on settlement of debt -related party.

 

 
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Balance Sheet Data

 

 

 

May 31,

 

 

November 30,

 

 

Change

 

 

 

2024

 

 

2023

 

 

Amount

 

Cash

 

$500

 

 

$-

 

 

$500

 

Total Assets

 

$9,167

 

 

$9,140

 

 

$27

 

Total Liabilities

 

$121,275

 

 

$127,215

 

 

$(5,940)

Working Capital (deficiency)

 

$(112,108)

 

$(118,075)

 

$5,967

 

 

Liquidity and Capital Resources

 

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all. 

 

Working Capital

 

As of May 31, 2024, our current assets were $9,167 and our current liabilities were $121,275 which resulted in working capital deficiency of $112,108. As of May 31, 2024, current assets were comprised of $500 in cash and $8,667 in prepaid expenses, compared to $0 in cash, $9,140 in prepaid expenses as of November 30, 2023. As of May 31, 2024, current liabilities were comprised of $1,275 in accounts payable, $120,000 in accrued management fees-related party, compared to $750 in accounts payable, $110,000 in accrued management fees - related party and $16,465 in due to related party as of November 30, 2023.

 

Our decrease in working capital deficiency is primarily due to a decrease in due to related party offset by an increase in accrued management fees – related party.

 

Cash Flow Data

 

 

 

Six Months Ended

 

 

 

May 31,

 

 

 

2024

 

 

2023

 

Cash used in operating activities

 

$(31,674)

 

$(27,603)

Cash provided by financing activities

 

 

32,174

 

 

 

27,603

 

Net change in cash for the period

 

$500

 

 

$-

 

 

Cash Flows from Operating Activities

 

We did not generate positive cash flows from operating activities for the six months ended May 31, 2024, and 2023.

 

 
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For the six months ended May 31, 2024, net cash flows used in operating activities was $31,674 consisting of a net income of $3,341, increased by stock-based compensation – related party of $2,096, accrued management fees -related party of $60,000, changes in operating assets and liabilities of $998 and reduced by a gain on settlement of debt – related party of $98,109.  

 

For the six months ended May 31, 2023, net cash flows used in operating activities was $27,603 consisting of a net loss of $775,953, reduced by stock-based compensation – related party of $2,380, accrued expenses -related party of $750,000 and increased by a change in operating assets and liabilities of $4,030. 

 

Cash Flows from Investing Activities

 

For the six months ended May 31, 2024, and 2023, no cashflows were used in or provided by investing activities.

 

Cash Flows from Financing Activities

 

We fund our operations with cash received from advances from officers and related parties and issuances of equity.

 

During the six months ended May 31, 2024, and 2023, AMJ Global Entertainment LLC, a related party controlled by the Company’s CEO and director advanced to the Company $32,174 and $27,603, respectively, by paying for operating expenses on behalf of the Company.

 

Off-Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

Critical Accounting Policies

 

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 period. Actual results could differ from those estimates. 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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As the Company is a “smaller reporting company,” this item is inapplicable.

 

ITEM 4. CONTROLS AND PROCEDURES.

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Disclosure Controls and Procedures

 

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean the company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a simple system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified. Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.

 

Changes in Internal Control over Financial Reporting

 

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

 

 
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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

The Company is not a party to any significant pending legal proceedings other than as disclosed below, and no other such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

 

ITEM 1A. RISK FACTORS.

 

Not applicable.

 

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

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

During the period ended May 31, 2024, the Company issued 1,002,200 shares of common stock for settlement of debts, compensation-related party, and services-related party, as follows:

 

On March 28, 2024, the Company issued 100,000 shares of common stock to Robert Stutman in consideration of his appointment as a member of the Board of Directors of the Company, valued at $262.

 

On March 28, 2024, the Company issued 100,000 shares of common stock to Adrian Neilan in consideration of his appointment as a member of the Board of Directors of the Company, valued at $262.

 

On March 28, 2024, the Company issued 100,000 shares of common stock to Vern Barkdull in consideration of his appointment as a member of the Board of Directors of the Company, valued at $262.

 

On March 28, 2024, the Company issued 100,000 shares of common stock to Jesse Anglen in consideration of his appointment as a member of the Board of Directors of the Company, valued at $262.

 

On March 28, 2024, the Company issued 100,000 shares of common stock to Wendell Johnson in consideration of his appointment as a member of the Company’s Board of Advisors, valued at $262.

 

On March 28, 2024, the Company issued 100,000 shares of common stock to Roman Phifer in consideration of his appointment as a member of the Company’s Board of Advisors, valued at $262.

 

On April 3, 2024, the Company issued 100,000 shares of common stock to Jerry Doby in consideration of his appointment as a member of the Company’s Board of Advisors, valued at $262.

 

On April 3, 2024, the Company issued 100,000 shares of common stock to Paul Ring in consideration of his appointment as a member of the Company’s Board of Advisors, valued at $262.

 

On May 28, 2024, the Company issued 102,200 shares of common stock to AMJ Global Entertainment LLC (which is controlled by the Company’s CEO, Dr. Arthur Malone, Jr.) in settlement of $48,639 in debt.

 

On May 28, 2024, the Company issued 100,000 shares of common stock to the Company’s CEO, Dr. Arther Malone, Jr., as partial settlement of $50,000 in salary payable to Dr. Malone.

 

The above-described shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder, as there was no general solicitation, the shareholders were accredited and/or financially sophisticated, and the transactions did not involve a public offering. 

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

None.

 

ITEM 5. OTHER INFORMATION.

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None.

 

 
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ITEM 6. EXHIBITS.

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Exhibit

 

Description

 

 

 

3.1

 

Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1, filed on February 21, 2014)

3.2

 

Bylaws (incorporated by reference to our Registration Statement on Form S-1, filed on February 21, 2014)

10.1

 

Assignment of Rights Agreement between the Company and AMJ Global (incorporated by reference to our Current Report on Form 8-K filed on November 12, 2015)

10.2

 

Board Member Agreement, by and between the Company and Robert Stutman, dated March 26, 2024 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 1, 2024)

10.3

 

Board Member Agreement, by and between the Company and Adrian Neilan, dated March 26, 2024 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on April 1, 2024)

10.4

 

Board Member Agreement, by and between the Company and Jesse Anglen, dated March 26, 2024 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on April 1, 2024)

10.5

 

Board Member Agreement, by and between the Company and Vern Barkdull, dated March 26, 2024 (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on April 1, 2024)

31.1/31.2*

 

Certification of Chief Executive Officer and Chief Executive Financial Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1/32.2*

 

Certification of Chief Executive Officer and Chief Executive Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

101*

 

Inline XBRL Document Set for the condensed financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

104*

 

Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

____________

* Filed herewith.

 

 
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SIGNATURES

 

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

 

 

AMJ Global Technology

 

 

 

 

 

Date: July 3, 2024

By:

/s/ Dr. Arthur Malone, Jr.

 

 

 

Dr. Arthur Malone, Jr.

 

 

 

Chief Executive Officer,

Chief Financial Officer and Director

 

 

 
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