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 August 31, 2023

 

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)

 

11724 Ventura Blvd Suite BStudio CityCA 91604

(Address of principal executive offices)

 

(818853-7033

(Registrant’s telephone number, including area code)

 

Kange Corp.

(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 September 26, 2023, the Company had 90,523,323 shares of common stock outstanding.

 

 

 

 

AMJ Global Technology

(Formerly Kange Corp.)

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

 

8

 

Item 4.

Controls and Procedures

 

8

 

 

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

10

 

Item 1A.

Risk Factors

 

10

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

10

 

Item 3.

Defaults Upon Senior Securities

 

10

 

Item 4.

Mine Safety Disclosures

 

10

 

Item 5.

Other Information

 

10

 

Item 6.

Exhibits

 

11

 

 

 

 

 

 

SIGNATURES

 

12

 

 
2

Table of Contents

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

AMJ Global Technology

(Formerly Kange Corp.)

Table of Contents

 

 

 

Page

 

 

 

 

 

Condensed Balance Sheets at August 31, 2023 and November 30, 2022 (unaudited)

 

F-1

 

 

 

 

 

Condensed Statements of Operations for the three and nine months ended August 31, 2023 and 2022 (unaudited)

 

F-2

 

 

 

 

 

Condensed Statements of Changes in Stockholders’ Deficit for the three and nine months ended August 31, 2023 and 2022 (unaudited)

 

F-3

 

 

 

 

 

Condensed Statements of Cash Flows for the nine months ended August 31, 2023 and 2022 (unaudited)

 

F-4

 

 

 

 

 

Notes to Unaudited Condensed Financial Statements

 

F-5

 

 

 
3

Table of Contents

 

AMJ Global Technology

(Formerly Kange Corp.)

Condensed Balance Sheets

(Unaudited)

 

 

 

August 31,

 

 

November 30,

 

 

 

2023

 

 

2022

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$-

 

 

$-

 

Total Current Assets

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$9,125

 

 

$5,655

 

Accrued expenses - related party

 

 

750,000

 

 

 

-

 

Due to related party

 

 

45,751

 

 

 

11,098

 

Total Current Liabilities

 

 

804,876

 

 

 

16,753

 

 

 

 

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

 

 

 

Common stock, $0.001 par value, 750,000,000 shares authorized, 90,523,323 and 89,623,323 shares issued and outstanding, respectively

 

 

90,523

 

 

 

89,623

 

Additional paid-in capital

 

 

4,154,207

 

 

 

3,255,107

 

Accumulated deficit

 

 

(5,049,606)

 

 

(3,361,483)

Total Stockholders’ Deficit

 

 

(804,876)

 

 

(16,753)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$-

 

 

$-

 

 

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

 

 
F-1

Table of Contents

 

AMJ Global Technology

(Formerly Kange Corp.)

Condensed Statements of Operations

(Unaudited)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

August 31,

 

 

August 31,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$-

 

 

$-

 

 

$-

 

 

$-

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

-

 

 

 

-

 

 

 

1,800

 

 

 

-

 

Professional fees

 

 

14,550

 

 

 

-

 

 

 

36,323

 

 

 

5,503

 

Management compensation

 

 

-

 

 

 

-

 

 

 

1,650,000

 

 

 

273,074

 

Total operating expenses

 

 

14,550

 

 

 

-

 

 

 

1,688,123

 

 

 

278,577

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

 

(14,550)

 

 

-

 

 

 

(1,688,123)

 

 

(278,577)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on settlement of debt - related party

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,714,069)

Total other expenses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,714,069)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(14,550)

 

$-

 

 

$(1,688,123)

 

$(1,992,646)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

 

$(0.00)

 

$-

 

 

$(0.02)

 

$(0.03)

Basic and diluted weighted average common shares outstanding

 

 

90,523,323

 

 

 

89,623,323

 

 

 

90,199,323

 

 

 

73,757,265

 

 

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

 

 
F-2

Table of Contents

 

AMJ Global Technology

(Formerly Kange Corp.)

Condensed Statement of Changes in Stockholders’ Deficit

(Unaudited) 

 

For the Three and Nine Months Ended August 31, 2023

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid in

 

 

Accumulated

 

 

Stockholders’

 

 

 

 Shares

 

 

 Amount

 

 

 Capital

 

 

 Deficit

 

 

 Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - November 30, 2022

 

 

89,623,323

 

 

$89,623

 

 

$3,255,107

 

 

$(3,361,483)

 

$(16,753)

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(17,655)

 

 

(17,655)

Balance - February 28, 2023

 

 

89,623,323

 

 

 

89,623

 

 

 

3,255,107

 

 

 

(3,379,138)

 

 

(34,408)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services - related party

 

 

900,000

 

 

 

900

 

 

 

899,100

 

 

 

-

 

 

 

900,000

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,655,918)

 

 

(1,655,918)

Balance - May 31, 2023

 

 

90,523,323

 

 

$90,523

 

 

 

4,154,207

 

 

 

(5,035,056)

 

 

(790,326)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(14,550)

 

 

(14,550)

Balance - August 31, 2023

 

 

90,523,323

 

 

$90,523

 

 

$4,154,207

 

 

$(5,049,606)

 

$(804,876)

 

For the Three and Nine Months Ended August 31, 2022

 

 

 

 

 

 

 

Additional

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid in

 

 

Accumulated

 

 

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Deficit

 

Balance - November 30, 2021

 

 

14,396,323

 

 

$14,396

 

 

$1,276,084

 

 

$(1,361,587 )

 

$(71,107 )

Common stock issued for settlement of debt – related party

 

 

65,227,000

 

 

 

65,227

 

 

 

1,715,949

 

 

 

-

 

 

 

1,781,176

 

Common stock issued for compensation – related party

 

 

10,000,000

 

 

 

10,000

 

 

 

263,074

 

 

 

-

 

 

 

273,074

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,987,298 )

 

 

(1,987,298 )

Balance - February 28, 2022

 

 

89,623,323

 

 

 

89,623

 

 

 

3,255,107

 

 

 

(3,348,885 )

 

 

(4,155 )

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(5,348 )

 

 

(5,348 )

Balance - May 31, 2022

 

 

89,623,323

 

 

 

89,623

 

 

 

3,255,107

 

 

 

(3,354,233 )

 

 

(9,503 )

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Balance – August 31, 2022

 

 

89,623,323

 

 

$89,623

 

 

$3,255,107

 

 

$(3,354,233 )

 

$(9,503 )

 

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

 

 
F-3

Table of Contents

 

AMJ Global Technology

(Formerly Kange Corp.)

Condensed Statements of Cash Flows

 (Unaudited)

 

 

 

Nine Months Ended

 

 

 

August 31,

 

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(1,688,123)

 

$(1,992,646)

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

 

 

 

 

 

 

 

 

Stock based compensation - related party

 

 

900,000

 

 

 

273,074

 

Loss on settlement of debt - related party

 

 

-

 

 

 

1,714,069

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

3,470

 

 

 

2,680

 

Accrued expenses - related party

 

 

750,000

 

 

 

-

 

Net cash used in operating activities

 

 

(34,653)

 

 

(2,823)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from related party

 

 

34,653

 

 

 

2,823

 

Net cash provided by financing activities

 

 

34,653

 

 

 

2,823

 

 

 

 

 

 

 

 

 

 

Net change in cash for the period

 

 

-

 

 

 

-

 

Cash at beginning of period

 

 

-

 

 

 

-

 

Cash at end of period

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

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

 

$-

 

 

$67,107

 

 

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

 

 
F-4

Table of Contents

 

AMJ Global Technology

(Formerly Kange Corp.)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

AUGUST 31, 2023

 

NOTE 1 – BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

 

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 for Apple and Android platforms, starting in Estonia and Europe, which is our initial intended market. Apple is a trademark of Apple Inc., and Android is a trademark of Alphabet Inc. 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.

 

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, 2022, as filed with the SEC on February 3, 2023.

 

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 August 31, 2023, AMJ has sustained losses. The carrying amount of this investment as of August 31, 2023 is $0.

 

 
F-5

Table of Contents

 

Reclassification

 

Certain accounts from prior periods have been reclassified to conform to the current period presentation.

 

NOTE 2 – GOING CONCERN AND LIQUIDITY CONSIDERATION

 

Going Concern

 

The accompanying unaudited 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 $34,653 for the nine months ended August 31, 2023. The Company had an accumulated deficit of $5,049,606 at August 31, 2023. 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.

 

The unaudited 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.

 

During the nine months ended August 31, 2022, the Company’s board of directors approved the issuance of 65,227,000 shares of common stock for settlement of $67,107 due to AMJ Global Entertainment, LLC, a related party controlled by the Company’s CEO and director. The shares were valued at $1,781,176, resulting in a loss of settlement on debt of $1,714,069.

 

During the nine months ended August 31, 2022, the Company’s board of directors approved the issuance of 10,000,000 shares of common stock as a one-time bonus to the Company’s CEO for services rendered as CEO and director. The Company recognized compensation of $273,074 for the issuance of 10,000,000 shares of common stock based on the market price of the Company’s common stock on the grant date.

 

During the nine months ended August 31, 2023 and 2022, AMJ Global Entertainment LLC, a related party controlled by the Company’s CEO and director advanced to the Company an amount of $34,653 and $2,823, respectively, by paying for operating expenses on behalf of the Company.

 

At August 31, 2023 and November 31, 2022, the Company owed $45,751 and $11,098, respectively, to AMJ Global Entertainment LLC, a related party controlled by the Company’s CEO and director. The amounts are unsecured, non-interest bearing and due on demand.

 

During February and March 5, 2023, the Company’s board of directors approved to appoint advisory board members and has determined six advisors. The Company’s board of directors approved issuing 250,000 shares of common stock to each of the five advisors and 150,000 shares of common stock to another advisor as compensation for serving as the advisory board. According to advisory board member agreements, the advisor shall be entitled to an additional 150,000 shares of common stock on one year anniversary. The advisory agreement shall expire upon written notice by the Company to the advisor. On March 9, 2023, the Company issued 900,000 shares of common stock to four advisors. The shares were valued at $900,000 at the market price of the grant date. The Company valued its commitment to two advisors for unissued 500,000 shares of common stock at the market price of the grant date and accrued management compensation of $750,000.  

 

 
F-6

Table of Contents

 

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.

 

NOTE 4 – 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.

 

On January 27, 2022, the Company adopted the Board Resolution and issued 65,227,000 shares of common stock against the amount owed to AMJ Global Entertainment LLC, a related party controlled by the Company’s CEO and director, and 10,000,000 shares of common stock as stock-based compensation to the Company’s CEO and director (see Note 3).

 

On March 9, 2023, the Company issued 900,000 shares of common stock to the Company’s board advisors as advisory fees. The shares were valued at $900,000 at the market price of the grant date (see Note 3).

 

There were 90,523,323 and 89,623,323 shares of common stock issued and outstanding as of August 31, 2023, and November 30, 2022, 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.

 

 
F-7

Table of Contents

 

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

 

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 products for Apple and Android platforms, starting in Estonia and Europe, which is our initial intended market. Apple is a trademark of Apple Inc., and Android is a trademark of Alphabet Inc. 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.

 

 
4

Table of Contents

 

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, 2022 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 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 meet our timely and continuous disclosure requirements. 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. 

 

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 nine months ended August 31, 2023 and 2022, and related management discussion herein.

 

Our condensed financial statements are stated in U.S. Dollars and are prepared in accordance with generally accepted accounting principles of the United States (“GAAP”).

 

Going Concern

 

The Company’s condensed financial statements are prepared in accordance with GAAP applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company has an accumulated deficit of $5,049,606. The Company will be dependent upon the raising of additional capital through placement of common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

 

 
5

Table of Contents

 

The officers and directors are committed to advancing certain operating costs of the Company, including compliance costs for being a public company.

 

For the Three Months Ended August 31, 2023 and 2022:

 

Our operating results for the three months ended August 31, 2023 and 2022, and the changes between those periods for the respective items are summarized as follows:

 

 

 

Three Months Ended

 

 

 

 

 

 

August 31,

 

 

Change

 

 

 

2023

 

 

2022

 

 

Amount

 

Operating expenses

 

$14,550

 

 

$-

 

 

$14,550

 

Net loss

 

$14,550

 

 

$-

 

 

$14,550

 

 

We did not generate any operating revenues for the three months ended August 31, 2023 and 2022.

 

The Company incurred a net loss of $14,550 during the three months ended August 31, 2023, compared to a net loss of $0 for the three months ended August 31, 2022. The increase in net loss was primarily due to an increase in the operating expenses of $14,550, related to professional expenses for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $14,550.

 

During the three months ended August 31, 2023, our operating expenses were primarily attributed to professional expenses for maintaining reporting status with the SEC of $14,550.  During the three months ended August 31, 2022, we didn’t engage in any operations or filings with the SEC, and therefore did not incur any operating expenses.

 

For the Nine Months Ended August 31, 2023 and 2022:

 

Our operating results for the nine months ended August 31, 2023 and 2022, and the changes between those periods for the respective items are summarized as follows:

 

 

 

Nine Months Ended

 

 

 

 

 

 

August 31,

 

 

Change

 

 

 

2023

 

 

2022

 

 

Amount

 

Operating expenses

 

$1,688,123

 

 

$278,577

 

 

$1,409,546

 

Other expenses

 

 

-

 

 

 

1,714,069

 

 

$(1,714,069)

Net loss

 

$1,688,123

 

 

$1,992,646

 

 

$(304,523)

 

We did not generate any operating revenues for the nine months ended August 31, 2023 and 2022.

 

The Company incurred a net loss of $1,688,123 during the nine months ended August 31, 2023, compared to a net loss of $1,992,646 for the nine months ended August 31, 2022. The decrease in net loss was due to an increase in the operating expenses of $1,409,546 offset by a decrease in other expenses of $1,714,069 due to management compensation of $1,650,000 and $273,074 and loss on settlement of debt to a company controlled by our CEO of $0 and $1,714,069 during the nine months ended August 31, 2023, and 2022, respectively.

 

During the nine months ended August 31, 2023 and 2022, our operating expenses were primarily attributed to professional expenses for maintaining reporting status with the SEC of $36,323 and $5,503, general and administrative expenses of $1,800 and $0, and management compensation of $1,650,000 and $273,074, respectively.

 

 
6

Table of Contents

 

During the nine months ended August 31, 2023 and 2022, other expenses were attributed to loss on the settlement of debt to a company controlled by our CEO of $0 and $1,714,069, respectively.

 

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

 

The following table presents our working capital position as of August 31, 2023 and November 30, 2022:

 

 

 

As of

 

 

As of

 

 

 

 

 

 

August 31,

 

 

November 30,

 

 

Change

 

 

 

2023

 

 

2022

 

 

Amount

 

Current assets

 

$-

 

 

$-

 

 

$-

 

Current liabilities

 

$804,876

 

 

$16,753

 

 

$788,123

 

Working capital (deficiency)

 

$(804,876)

 

$(16,753)

 

$788,123

 

 

The change in working capital during the nine months ended August 31, 2023, was due to an increase in current liabilities of $788,123.

 

As of August 31, 2023, current liabilities were comprised of $9,125 in accounts payable, $45,751 in due to related party and $750,000 in accrued compensation expense - related party, compared to $5,655 in accounts payable and accrued liabilities and $11,098 in due to related party as of November 30, 2022.

 

Cash Flow

 

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

 

The following table presents our cash flow for the nine months ended August 31, 2023 and 2022:

 

 

 

Nine Months Ended

 

 

 

August 31,

 

 

 

2023

 

 

2022

 

Cash used in operating activities

 

$(34,653)

 

$(2,823)

Cash used in investing activities

 

 

-

 

 

 

-

 

Cash provided by financing activities

 

 

34,653

 

 

 

2,823

 

Net change in cash for the period

 

$-

 

 

$-

 

 

Cash Flows from Operating Activities

 

We did not generate positive cash flows from operating activities for the nine months ended August 31, 2023 or 2022.

 

 
7

Table of Contents

 

For the nine months ended August 31, 2023, net cash flows used in operating activities was $34,653 consisting of a net loss of $1,688,123 reduced by stock based compensation - related party of $900,000, increase in accrued expenses -related party of $750,000 and a increase in accounts payable and accrued liabilities of $3,470.

 

For the nine months ended August 31, 2022, net cash flows used in operating activities was $2,823, consisting of a net loss of $1,992,646 reduced by stock based compensation – related party of $273,074, a loss on settlement of debt–related party of $1,714,069, and an increase in accounts payable and accrued liabilities of $2,680.

 

Cash Flows from Investing Activities

 

For the nine months ended August 31, 2023 and 2022, no cashflows were used in or provided by investing activities.

 

Cash Flows from Financing Activities

 

During the nine months ended August 31, 2023 and 2022, AMJ Global Entertainment LLC, a related party controlled by the Company’s CEO and director advanced to the Company $34,653 and $2,823, 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.

 

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

 

ITEM 4. CONTROLS AND PROCEDURES.

 

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.

 

 
8

Table of Contents

 

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 August 31, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 
9

Table of Contents

 

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.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

None.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

 
10

Table of Contents

 

ITEM 6. EXHIBITS.

 

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)

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.

 

 
11

Table of Contents

 

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: September 26, 2023

By:

/s/ Dr. Arthur Malone, Jr.

 

 

 

Dr. Arthur Malone, Jr.

 

 

 

Chief Executive Officer, Chief Financial Officer and Director

 

 

 
12

 

nullnullv3.23.3
Cover - shares
9 Months Ended
Aug. 31, 2023
Sep. 26, 2023
Cover [Abstract]    
Entity Registrant Name AMJ Global Technology  
Entity Central Index Key 0001593773  
Document Type 10-Q  
Amendment Flag false  
Current Fiscal Year End Date --11-30  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company false  
Entity Current Reporting Status No  
Document Period End Date Aug. 31, 2023  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2023  
Entity Common Stock Shares Outstanding   90,523,323
Entity File Number 333-194055  
Entity Incorporation State Country Code NV  
Entity Tax Identification Number 33-1230169  
Entity Address Address Line 1 11724 Ventura Blvd Suite B  
Entity Address City Or Town Studio City  
Entity Address State Or Province CA  
Entity Address Postal Zip Code 91604  
City Area Code 818  
Local Phone Number 853-7033  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
v3.23.3
Condensed Balance Sheets - USD ($)
Aug. 31, 2023
Nov. 30, 2022
Current Assets    
Cash $ 0 $ 0
Total Current Assets 0 0
TOTAL ASSETS 0 0
Current Liabilities    
Accounts payable and accrued liabilities 9,125 5,655
Accrued expenses - related party 750,000 0
Due to related party 45,751 11,098
Total Current Liabilities 804,876 16,753
Stockholders' Deficit    
Common stock, $0.001 par value, 750,000,000 shares authorized, 90,523,323 and 89,623,323 shares issued and outstanding, respectively 90,523 89,623
Additional paid-in capital 4,154,207 3,255,107
Accumulated deficit (5,049,606) (3,361,483)
Total Stockholders' Deficit (804,876) (16,753)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 0 $ 0
v3.23.3
Condensed Balance Sheets (Parenthetical) - $ / shares
Aug. 31, 2023
Nov. 30, 2022
Condensed Balance Sheets    
Common stock, Par value $ 0.001 $ 0.001
Common stock, Authorized 750,000,000 750,000,000
Common stock, Issued 90,523,323 89,623,323
Common stock, Outstanding 90,523,323 89,623,323
v3.23.3
Condensed Statements of Operations (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Aug. 31, 2023
Aug. 31, 2022
Aug. 31, 2023
Aug. 31, 2022
Condensed Statements of Operations (Unaudited)        
Revenues $ 0 $ 0 $ 0 $ 0
Operating Expenses        
General and administrative 0 0 1,800 0
Professional fees 14,550 0 36,323 5,503
Management compensation 0 0 1,650,000 273,074
Total operating expenses 14,550 0 1,688,123 278,577
Operating loss (14,550) 0 (1,688,123) (278,577)
Other income (expense)        
Loss on settlement of debt - related party 0 0 0 (1,714,069)
Total other expenses 0 0 0 (1,714,069)
Net loss $ (14,550) $ 0 $ (1,688,123) $ (1,992,646)
Basic and diluted loss per common share $ (0.00) $ 0 $ (0.02) $ (0.03)
Basic and diluted weighted average common shares outstanding 90,523,323 89,623,323 90,199,323 73,757,265
v3.23.3
Condensed Statement of Changes in Stockholders Deficit (Unaudited) - USD ($)
Total
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Balance, shares at Nov. 30, 2021   14,396,323    
Balance, amount at Nov. 30, 2021 $ (71,107) $ 14,396 $ 1,276,084 $ (1,361,587)
Common stock issued for settlement of debt - related party, shares   65,227,000    
Common stock issued for settlement of debt - related party, amount 1,781,176 $ 65,227 1,715,949 0
Common stock issued for compensation - related party, shares   10,000,000    
Common stock issued for compensation - related party, amount 273,074 $ 10,000 263,074 0
Net loss for the period (1,987,298) $ 0 0 (1,987,298)
Balance, shares at Feb. 28, 2022   89,623,323    
Balance, amount at Feb. 28, 2022 (4,155) $ 89,623 3,255,107 (3,348,885)
Balance, shares at Nov. 30, 2021   14,396,323    
Balance, amount at Nov. 30, 2021 (71,107) $ 14,396 1,276,084 (1,361,587)
Net loss for the period (1,992,646)      
Balance, shares at Aug. 31, 2022   89,623,323    
Balance, amount at Aug. 31, 2022 (9,503) $ 89,623 3,255,107 (3,354,233)
Balance, shares at Feb. 28, 2022   89,623,323    
Balance, amount at Feb. 28, 2022 (4,155) $ 89,623 3,255,107 (3,348,885)
Net loss for the period (5,348) $ 0 0 (5,348)
Balance, shares at May. 31, 2022   89,623,323    
Balance, amount at May. 31, 2022 (9,503) $ 89,623 3,255,107 (3,354,233)
Net loss for the period 0 $ 0 0 0
Balance, shares at Aug. 31, 2022   89,623,323    
Balance, amount at Aug. 31, 2022 (9,503) $ 89,623 3,255,107 (3,354,233)
Balance, shares at Nov. 30, 2022   89,623,323    
Balance, amount at Nov. 30, 2022 (16,753) $ 89,623 3,255,107 (3,361,483)
Net loss for the period (17,655) $ 0 0 (17,655)
Balance, shares at Feb. 28, 2023   89,623,323    
Balance, amount at Feb. 28, 2023 (34,408) $ 89,623 3,255,107 (3,379,138)
Balance, shares at Nov. 30, 2022   89,623,323    
Balance, amount at Nov. 30, 2022 (16,753) $ 89,623 3,255,107 (3,361,483)
Net loss for the period (1,688,123)      
Balance, shares at Aug. 31, 2023   90,523,323    
Balance, amount at Aug. 31, 2023 (804,876) $ 90,523 4,154,207 (5,049,606)
Balance, shares at Feb. 28, 2023   89,623,323    
Balance, amount at Feb. 28, 2023 (34,408) $ 89,623 3,255,107 (3,379,138)
Net loss for the period (1,655,918) $ 0 0 (1,655,918)
Common stock issued for services - related party, shares   900,000    
Common stock issued for services - related party, amount 900,000 $ 900 899,100 0
Balance, shares at May. 31, 2023   90,523,323    
Balance, amount at May. 31, 2023 (790,326) $ 90,523 4,154,207 (5,035,056)
Net loss for the period (14,550) $ 0 0 (14,550)
Balance, shares at Aug. 31, 2023   90,523,323    
Balance, amount at Aug. 31, 2023 $ (804,876) $ 90,523 $ 4,154,207 $ (5,049,606)
v3.23.3
Condensed Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Aug. 31, 2023
Aug. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (1,688,123) $ (1,992,646)
Adjustments to reconcile net loss to net cash used in operating activities:    
Stock based compensation - related party 900,000 273,074
Loss on settlement of debt - related party 0 1,714,069
Changes in operating assets and liabilities:    
Accounts payable and accrued liabilities 3,470 2,680
Accrued expenses - related party 750,000 0
Net cash used in operating activities (34,653) (2,823)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from related party 34,653 2,823
Net cash provided by financing activities 34,653 2,823
Net change in cash for the period 0 0
Cash at beginning of period 0 0
Cash at end of period 0 0
SUPPLEMENTAL CASH FLOW INFORMATION:    
Cash paid for income taxes 0 0
Cash paid for interest 0 0
NON-CASH INVESTING AND FINANCING ACTIVITIES    
Common stock issued for settlement of debt - related party $ 0 $ 67,107
v3.23.3
BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Aug. 31, 2023
BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES  
BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

 

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 for Apple and Android platforms, starting in Estonia and Europe, which is our initial intended market. Apple is a trademark of Apple Inc., and Android is a trademark of Alphabet Inc. 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.

 

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, 2022, as filed with the SEC on February 3, 2023.

 

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 August 31, 2023, AMJ has sustained losses. The carrying amount of this investment as of August 31, 2023 is $0.

Reclassification

 

Certain accounts from prior periods have been reclassified to conform to the current period presentation.

v3.23.3
GOING CONCERN AND LIQUIDITY CONSIDERATION
9 Months Ended
Aug. 31, 2023
GOING CONCERN AND LIQUIDITY CONSIDERATION  
GOING CONCERN AND LIQUIDITY CONSIDERATION

NOTE 2 – GOING CONCERN AND LIQUIDITY CONSIDERATION

 

Going Concern

 

The accompanying unaudited 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 $34,653 for the nine months ended August 31, 2023. The Company had an accumulated deficit of $5,049,606 at August 31, 2023. 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.

 

The unaudited 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.

v3.23.3
RELATED PARTY TRANSACTIONS
9 Months Ended
Aug. 31, 2023
RELATED PARTY TRANSACTIONS  
RELATED PARTY TRANSACTIONS

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.

 

During the nine months ended August 31, 2022, the Company’s board of directors approved the issuance of 65,227,000 shares of common stock for settlement of $67,107 due to AMJ Global Entertainment, LLC, a related party controlled by the Company’s CEO and director. The shares were valued at $1,781,176, resulting in a loss of settlement on debt of $1,714,069.

 

During the nine months ended August 31, 2022, the Company’s board of directors approved the issuance of 10,000,000 shares of common stock as a one-time bonus to the Company’s CEO for services rendered as CEO and director. The Company recognized compensation of $273,074 for the issuance of 10,000,000 shares of common stock based on the market price of the Company’s common stock on the grant date.

 

During the nine months ended August 31, 2023 and 2022, AMJ Global Entertainment LLC, a related party controlled by the Company’s CEO and director advanced to the Company an amount of $34,653 and $2,823, respectively, by paying for operating expenses on behalf of the Company.

 

At August 31, 2023 and November 31, 2022, the Company owed $45,751 and $11,098, respectively, to AMJ Global Entertainment LLC, a related party controlled by the Company’s CEO and director. The amounts are unsecured, non-interest bearing and due on demand.

 

During February and March 5, 2023, the Company’s board of directors approved to appoint advisory board members and has determined six advisors. The Company’s board of directors approved issuing 250,000 shares of common stock to each of the five advisors and 150,000 shares of common stock to another advisor as compensation for serving as the advisory board. According to advisory board member agreements, the advisor shall be entitled to an additional 150,000 shares of common stock on one year anniversary. The advisory agreement shall expire upon written notice by the Company to the advisor. On March 9, 2023, the Company issued 900,000 shares of common stock to four advisors. The shares were valued at $900,000 at the market price of the grant date. The Company valued its commitment to two advisors for unissued 500,000 shares of common stock at the market price of the grant date and accrued management compensation of $750,000.  

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.

v3.23.3
COMMON STOCK
9 Months Ended
Aug. 31, 2023
COMMON STOCK  
COMMON STOCK

NOTE 4 – 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.

 

On January 27, 2022, the Company adopted the Board Resolution and issued 65,227,000 shares of common stock against the amount owed to AMJ Global Entertainment LLC, a related party controlled by the Company’s CEO and director, and 10,000,000 shares of common stock as stock-based compensation to the Company’s CEO and director (see Note 3).

 

On March 9, 2023, the Company issued 900,000 shares of common stock to the Company’s board advisors as advisory fees. The shares were valued at $900,000 at the market price of the grant date (see Note 3).

 

There were 90,523,323 and 89,623,323 shares of common stock issued and outstanding as of August 31, 2023, and November 30, 2022, respectively.

v3.23.3
SUBSEQUENT EVENTS
9 Months Ended
Aug. 31, 2023
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

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.

v3.23.3
BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Aug. 31, 2023
BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES  
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 for Apple and Android platforms, starting in Estonia and Europe, which is our initial intended market. Apple is a trademark of Apple Inc., and Android is a trademark of Alphabet Inc. 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.

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, 2022, as filed with the SEC on February 3, 2023.

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 August 31, 2023, AMJ has sustained losses. The carrying amount of this investment as of August 31, 2023 is $0.

Reclassification

Certain accounts from prior periods have been reclassified to conform to the current period presentation.

v3.23.3
BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Detail Narrative) - USD ($)
1 Months Ended
Apr. 26, 2023
Aug. 31, 2023
Investment   $ 0
Common Stock | AMJ Global Entertainment LLC [Member]    
Right of owenership 25.00%  
v3.23.3
GOING CONCERN AND LIQUIDITY CONSIDERATION (Detail Narrative) - USD ($)
9 Months Ended
Aug. 31, 2023
Aug. 31, 2022
Nov. 30, 2022
GOING CONCERN AND LIQUIDITY CONSIDERATION      
Accumulated deficit $ (5,049,606)   $ (3,361,483)
Net cash used in operating activities $ (34,653) $ (2,823)  
v3.23.3
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended
Mar. 09, 2023
Mar. 05, 2023
Aug. 31, 2023
Aug. 31, 2022
Aug. 31, 2023
Aug. 31, 2022
May 31, 2023
Apr. 26, 2023
Nov. 30, 2022
Compensation         $ 900,000 $ 273,074      
Due to related party     $ 45,751   $ 45,751       $ 11,098
Common stock issued     90,523,323   90,523,323       89,623,323
Proceeds from related party         $ 34,653 2,823      
Common stock market value     $ 90,523   90,523       $ 89,623
Accrued management compensation     $ 0 $ 0 $ 1,650,000 273,074      
Board Of Directors [Member]                  
Compensation           $ 273,074      
Common stock issued 900,000                
Common stock unissued 500,000                
Common stock issued for services           10,000,000      
Issuance of shares of common stock based on the market price           10,000,000      
Common stock market value $ 900,000                
Accrued management compensation $ 750,000                
Discription of share issued to advisors   The Company’s board of directors approved issuing 250,000 shares of common stock to each of the five advisors and 150,000 shares of common stock to another advisor as compensation for serving as the advisory board. According to advisory board member agreements, the advisor shall be entitled to an additional 150,000 shares of common stock on one year anniversary. The advisory agreement shall expire upon written notice by the Company to the advisor              
AMJ Global Entertainment LLC [Member]                  
Due to related party             $ 45,751   $ 11,098
Right of owenership               25.00%  
Common stock issued       65,227,000   65,227,000      
Common stock issued for settlement of debt related party           $ 67,107      
Loss of settlement           (1,714,069)      
Common stock value       $ 1,781,176   $ 1,781,176      
v3.23.3
COMMON STOCK (Details Narrative) - USD ($)
1 Months Ended
Jan. 27, 2022
Aug. 31, 2023
Mar. 09, 2023
Nov. 30, 2022
Common stock, Authorized   750,000,000   750,000,000
Common stock, Par value   $ 0.001   $ 0.001
Common Stock, Shares Issued   90,523,323   89,623,323
Common stock market value   $ 90,523   $ 89,623
Common stock, Shares Outstanding   90,523,323   89,623,323
Common Stock And Share Member        
Stock based compensation 10,000,000      
Common Stock, Shares Issued 65,227,000      
Common Stock And Share Member | Advisory Fees Member        
Common Stock, Shares Issued     900,000  
Common stock market value     $ 900,000  

Kange (PK) (USOTC:KGNR)
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