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 February 29, 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 Vegas, NV  89121

(Address of principal executive offices)

(818) 853-7033

(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 April 16, 2024, the Company had 103,833,323 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

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

AMJ Global Technology

Table of Contents

	Page
Condensed Balance Sheets at February 29, 2024 and November 30, 2023 (unaudited)	F-1
Condensed Statements of Operations for the three months ended February 29, 2024 and February 28, 2023 (unaudited)	F-2
Condensed Statements of Changes in Stockholders’ Deficit for the three months ended February 29, 2024 and February 28, 2023 (unaudited)	F-3
Condensed Statements of Cash Flows for the three months ended February 29, 2024 and February 28, 2023 (unaudited)	F-4
Notes to Unaudited Condensed Financial Statements	F-5

3

AMJ Global Technology

Condensed Balance Sheets

(Unaudited)

	February 29,			November 30,
	2024			2023
ASSETS
Current Assets
Cash	$	-		$	-
Prepaid expenses		17,140			9,140
Total Current Assets		17,140			9,140
TOTAL ASSETS	$	17,140		$	9,140
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	174		$	750
Accrued management fees - related party		140,000			110,000
Due to related party		44,715			16,465
Total Current Liabilities		184,889			127,215
Stockholders' Deficit
Common stock, $0.001 par value, 750,000,000 shares authorized, 103,033,323 and 103,033,323 shares issued and outstanding, respectively		103,033			103,033
Additional paid-in capital		169,469			169,469
Accumulated deficit		(440,251	)		(390,577	)
Total Stockholders' Deficit		(167,749	)		(118,075	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	17,140		$	9,140

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

F-1

AMJ Global Technology

Condensed Statements of Operations

(Unaudited)

	Three Months Ended
	February 29,			February 28,
	2024			2023
Revenues	$	-		$	-
Operating Expenses
General and administrative		1,500			1,800
Professional fees		18,174			15,855
Management compensation		30,000			-
Total operating expenses		49,674			17,655
Operating loss		(49,674	)		(17,655	)
Net loss	$	(49,674	)	$	(17,655	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average common shares outstanding		103,033,323			89,623,323

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

F-2

AMJ Global Technology

Condensed Statement of Changes in Stockholders’ Deficit

(Unaudited)

					Additional					Total
	Common Stock				Paid in		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			Deficit
Balance - November 30, 2022 - As restated		89,623,323	$	89,623	$	147,412	$	(253,788	)	$	(16,753	)
Net loss for the period		-		-		-		(17,655	)		(17,655	)
Balance - February 28, 2023 - As restated		89,623,323		89,623		147,412		(271,443	)		(34,408	)

					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	)

(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

AMJ Global Technology

Condensed Statements of Cash Flows

(Unaudited)

	Three Months Ended
	February 29,			February 28,
	2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(49,674	)		$	(17,655	)
Changes in operating assets and liabilities:
Prepaid expenses		(8,000	)			-
Accounts payable and accrued liabilities		(576	)			(4,645	)
Accrued management fee - related party		30,000				-
Net cash used in operating activities		(28,250	)			(22,300	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party		28,250				22,300
Net cash provided by financing activities		28,250				22,300
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	$	-			$	-

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

F-4

AMJ Global Technology

Notes to Unaudited Condensed Financial Statements

February 29, 2024 and February 28, 2023

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 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.

F-5

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 February 29, 2024, AMJ has sustained losses. The carrying amount of this investment as of February 29, 2024 is $0.

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	)
February 28, 2023	As Reported			Adjustment			As Revised
Additional paid -in-capital	$	3,255,107		$	(3,107,695	)	$	147,412
Accumulated deficit	$	(3,379,138	)	$	3,107,695		$	(271,443	)

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 $28,250 for the three months ended February 29, 2024. The Company had an accumulated deficit of $440,251 at February 29, 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.

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.

F-6

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 three months ended February 29, 2024 and February 28, 2023, AMJ Global Entertainment LLC, a related party controlled by the Company’s CEO and director advanced to the Company an amount of $28,250 and $22,300, respectively, by paying for operating expenses on behalf of the Company.

During the three months ended February 29, 2024 and February 28, 2023, the Company accrued management fees of $30,000 and $0, respectively.

At February 29, 2024 and November 30, 2023, the Company owed $44,715 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.

On October 4, 2023, the Company issued 10,000 shares of common stock for settlement of debt to a vendor. The shares were valued at $26, resulting in a gain of settlement on debt of $9,974.

On September 27, 2023, the Company adopted the Board Resolution and issued 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, and 2,000,000 shares of common stock as stock - based compensation to the Company’s CEO and director (see Note 3).

On March 9, 2023 and September 27, 2023, the Company issued 900,000 and 500,000 shares of common stock to the Company’s board advisors as advisory fees (see Note 3).

There were 103,033,323 and 103,033,323 shares of common stock issued and outstanding as of February 29, 2024 and November 30, 2023, respectively.

NOTE 5 – SUBSEQUENT EVENTS

On or about March 26, 2024, the Company entered into a Board Member Agreement with Mr. Stutman pursuant to which Mr. Stutman would act as a member of the Board of Directors of the Company for at least one year, and would be compensated 100,000 shares of Company common stock for the first year’s performance under the agreement, and an additional 100,000 shares of Company common stock on the one-year anniversary of the agreement.

On or about March 26, 2024, the Company entered into a Board Member Agreement with Mr. Neilan pursuant to which Mr. Neilan would act as a member of the Board of Directors of the Company for at least one year, and would be compensated 100,000 shares of Company common stock for the first year’s performance under the agreement, and an additional 100,000 shares of Company common stock on the one-year anniversary of the agreement.

On or about March 26, 2024, the Company entered into a Board Member Agreement with Mr. Anglen pursuant to which Mr. Stutman would act as a member of the Board of Directors of the Company for at least one year, and would be compensated 100,000 shares of Company common stock for the first year’s performance under the agreement, and an additional 100,000 shares of Company common stock on the one-year anniversary of the agreement.

F-7

On or about March 26, 2024, the Company entered into a Board Member Agreement with Mr. Barkdull pursuant to which Mr. Barkdull would act as a member of the Board of Directors of the Company for at least one year, and would be compensated 100,000 shares of Company common stock for the first year’s performance under the agreement, and an additional 100,000 shares of Company common stock on the one-year anniversary of the agreement.

On or about March 26, 2024, the Company entered into an Advisory Board Member Agreement with Mr. Phifer pursuant to which Mr. Phifer would act as a member of the Board of Advisors of the Company and would be compensated 100,000 shares of Company common stock for the first year’s performance under the agreement, and an additional 100,000 shares of Company common stock on the one-year anniversary of the agreement.

On or about March 26, 2024, the Company entered into an Advisory Board Member Agreement with Mr. Johnson pursuant to which Mr. Johnson would act as a member of the Board of Advisors of the Company, and would be compensated 100,000 shares of Company common stock for the first year’s performance under the agreement, and an additional 100,000 shares of Company common stock on the one-year anniversary of the agreement.

On March 28, 2024, in accordance with the above, the Company issued an aggregate of 600,000 shares of its common stock.

On or about April 2nd, 2024 the Company entered into an Advisory Board Member Agreement with Dr. Jerry Doby pursuant to which Dr. Doby would act as a member of the Board of Advisors of the Company, and would be compensated 100,000 shares of Company common stock for the first year’s performance under the agreement, and an additional 100,000 shares of Company common stock on the one-year anniversary of the agreement.

On or about April 2nd 2024, the Company entered into an Advisory Board Member Agreement with Mr. Paul Ring pursuant to which Mr. Ring would act as a member of the Board of Advisors of the Company, and would be compensated 100,000 shares of Company common stock for the first year’s performance under the agreement, and an additional 100,000 shares of Company common stock on the one-year anniversary of the agreement.

On April 3, 2024, in accordance with the above, the Company issued an aggregate of 200,000 shares of its common stock.

F-8

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. 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.

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 three months ended February 29, 2024 and February 28, 2023, 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”).

4

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.

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 February 29, 2024 and February 28, 2023:

Our operating results for the three months ended February 29, 2024 and February 28, 2023, and the changes between those periods for the respective items are summarized as follows:

	Three Months Ended
	February 29,		February 28,		Change
	2024		2023		Amount
Operating loss	$	49,674	$	17,655	$	32,019
Other expense		-		-		-
Net loss	$	49,674	$	17,655	$	32,019

We did not generate any operating revenues for the three months ended February 29, 2024 and February 28, 2023.

The Company incurred a net loss of $49,674 during the three months ended February 29, 2024, compared to a net loss of $17,655 for the three months ended February 28, 2023. The increase in net loss was primarily due to an compensation agreement entered into with the Company’s CEO subsequent to February 28, 2023 at a cost of $10,000 per month.

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 February 29, 2024 and November 30, 2023:

	As of			As of
	February 29,			November 30,			Change
	2024			2023			Amount
Current assets	$	17,140		$	9,140		$	8,000
Current liabilities	$	184,889		$	127,215		$	57,674
Working capital (deficiency)	$	(167,749	)	$	(118,075	)	$	49,674

5

The change in working capital during the three months ended February 29, 2024, was due to the Company’s sustained losses, funded by advances from a related party.

As of February 29, 2024 and November 30, 2023, the Company’s current assets were comprised of prepaid expenses of $17,140 and $9,140, respectively.

As of February 29, 2024, current liabilities were comprised of $174 in accounts payable, $44,715 in due to related party and $140,000 in accrued compensation expense - related party, compared to $750 in accounts payable, $16,465 in due to related party and $110,000 in accrued management fee - related party as of November 30, 2023.

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 three months ended February 29, 2024 and February 28, 2023:

	Three Months Ended
	February 29,			February 28,
	2024			2023
Cash used in operating activities	$	(28,250	)	$	(22,300	)
Cash used in investing activities		-			-
Cash provided by financing activities		28,250			22,300
Net change in cash for the period	$	-		$	-

Cash Flows from Operating Activities

We did not generate positive cash flows from operating activities for the three months ended February 29, 2024 and February 28, 2023.

For the three months ended February 29, 2024, net cash flows used in operating activities was $28,250 consisting of a net loss of $49,674 and an increase in accrued expenses -related party of $30,000 offset by an increase in prepaid expenses of $8,000 and a decrease in accounts payable and accrued liabilities of $576.

For the three months ended February 28, 2023, net cash flows used in operating activities was $22,300, consisting of a net loss of $17,655 increased by a decrease in accounts payable of $4,645. 

Cash Flows from Investing Activities

For the three months ended February 29, 2024 and February 28, 2023, no cashflows were used in or provided by investing activities.

Cash Flows from Financing Activities

During the three months ended February 29, 2024 and February 28, 2023, AMJ Global Entertainment LLC, a related party controlled by the Company’s CEO and director advanced to the Company $28,250 and $22,300, respectively, by paying for operating expenses on behalf of the Company.

6

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.

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 February 29, 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.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

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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)
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: April 17, 2024	By:	/s/ Dr. Arthur Malone, Jr.
		Dr. Arthur Malone, Jr.
		Chief Executive Officer, Chief Financial Officer and Director

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