UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended February 28, 2025

For the transition period from ____________ to ____________

Commission File Number: 333-194055

2470 E Flamingo Rd., Suite A

Las Vegas, NV  89121

(Address of principal executive offices)

(213) 709-4296

(Registrant’s telephone number, including area code)

______________________________________________

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒ No

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

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

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

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

As of May 8, 2025, the Company had 106,472,857 shares of common stock outstanding.

AMJ Global Technology

INDEX

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

AMJ Global Technology

Table of Contents

AMJ Global Technology

Condensed Balance Sheets

(Unaudited)

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

AMJ Global Technology

Condensed Statements of Operations

 (Unaudited)

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

AMJ Global Technology

Condensed Statements of Changes in Stockholders’ Deficit

(Unaudited)

 For the Three Months Ended February 28, 2025

For the Three Months Ended February 29, 2024

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

AMJ Global Technology

Condensed Statements of Cash Flows

(Unaudited)

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

AMJ Global Technology

Notes to Unaudited Condensed Financial Statements

February 28, 2025

On March 17, 2025, one of the Company’s stockholder returned 2,000 shares of common stock to the Company’s Treasury.

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 previously focused on 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 focused on formulating a treatment model to meet the needs of professional athletes that suffer from PTSD and the early onset of dementia and Alzheimer’s.

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.

In August of 2024, the Company entered into a Software Purchase and Development Agreement with Dataark Systems LLC, a Texas LLC (“Dataark”), pursuant to which the Company acquired an 8% interest in Dataark’s ElephantSqlDB® database software in consideration of the issuance of 1,333,333 shares of Company common stock to Dataark. The ElephantSqlDB® database software is designed to leverage AI and quantum computing performance through a specialized architecture and algorithm called the Grover’s Algorithm. The ElephantSqlDB® database is differentiated from its competitors in that is a single database that performs multiple database functions such as supporting 11 SQL dialects in addition to artificial intelligence (AI) data storage, SQL and NoSQL queries. The objective of this technology is to target and cut cloud infrastructure costs significantly while providing immutable security in order to combat evolving threats such as ransomware attacks. On May 7, 2025, the Company entered into an unwinding agreement with the owner of software and technology assets to terminate the agreement dated August 25, 2024. Upon the termination of the original agreement, neither party shall have any further obligations or liabilities under the original agreement, except as expressly provided in the unwinding agreement. The Company received irrevocable cancellation 1,333,333 shares of common stock on May 7, 2025, which were transferred back to the Company as treasury stock.

On July 13, 2024, the Company entered into a Revenue Sharing agreement with a company controlled by a Target, a related party for acquisition of 5% of Target’s issued and outstanding stock , pursuant to which the Company will receive 5% of net revenue generated from two contracts with (i) ESS in connection with Medicare enrollees, and (ii) The Agency of North Georgia in connection with Medicare, life and annuity insurance sales in exchange for 133,334 shares of common stock for a unlimited period.

On January 24, 2025, the Company entered into a binding Letter of Intent (LOI) with AMJ Global Entertainment, LLC (“Seller”) , controlled by the Company’s CEO and director for acquisition 100% of AMJ Global Entertainment’s 25% of target’s equity stake in a company controlled by a Target, a related party for amount of $1,000,000 in cash with payment term of two years with an extension of four months to pay the unpaid balance. Should the Company not be able to pay the outstanding balance at the end of twenty- eight (28) months, the Seller has agreed to take any outstanding unpaid balance in the restricted stock of the Company at the price of the stock at the time of signing agreement, which would be $1.00 per share.

On January 27, 2025, the Company entered into a Stock Purchase Agreement with JP Michael LLC, pursuant to which the Company will sell 5,000,000 shares of Company common stock to JP Michael LLC in consideration of 2,000,000 shares of common stock of Diamond Lake Minerals, Inc. As of February 28,2025, the transactions have not been completed. On May 7, 2025, both parties agreed to unwind and terminate the original agreement dated January 27,2025.

We have had limited operations and have been issued a “going concern” opinion by our auditor on our November 30, 2024, 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 period ended February 28, 2025, which are included herein.

Our operating results for the three months ended February 28, 2025, and February 29, 2024, and the changes between those periods for the respective items are summarized as follows.

For the Three Months Ended February 28, 2025, and February 29, 2024

During the three months ended February 28, 2025, and February 29, 2024, we did not have any operating revenues.

The Company incurred a net loss of $55,362 during the three months ended February 28, 2025, compared to a net loss of $49,674 for the three months ended February 29, 2024. The increase in net loss was primarily due to an increase in professional fees of $766 and other expenses of $4,877.

Operating expenses for the three months ended February 28, 2025, and February 29, 2024, were $50,485 and $49,674 respectively. For the three months ended February 28, 2025, and February 29,2024, the operating expenses were primarily attributed to management compensation of $30,000 and $30,000, professional fees of $18,940 and $18,174, and general and administrative expenses of $1,545 and $1,500, respectively.

Other expenses for the three months ended February 28, 2025, and February 29, 2024, were $4,877 and $0 respectively. For three months ended February 28, 2025, the other expenses consist of interest expenses of $4,726 and amortization expenses of $348 offset by equity investments income-related party of $197.

The equity investments income of $197 is related to 30% equity stake in a company controlled by a related party (“Target”) acquired on July 13, 2024 and January 24, 2025, is accounted for under the equity method as the investment provides the Company with the ability to exercise significant influence over operating and financial policies of Target.

The interest expenses of $4,726 are related to loan payable to a related party in connection with acquisition equity investment dated January 24, 2025, The Company recognized discount on non-interest-bearing loan issued by using Applicable Federal Rate (AFR) of 5.20% for amount of $114,105 for period of loan (twenty-eight months) and recognized interest of $4,726 for three months ended February 28, 2025.  

Balance Sheet Data

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. 

The Company is currently evaluating operations in the wholistic health industry, revenue sharing generated from Medicare enrollees, life and annuity insurance sales, and having 8% right and interest on software, certain additional and related assets belonged to a technology company specializing in the development. This operation will generate revenue and cashflow for the Company. On May 7, 2025, the Company terminated the 8% right and interest on the software and technology assets agreement.

Working Capital

As of February 28, 2025, our current assets were $357, and our current liabilities were $243,215, which resulted in working capital deficiency of $242,858.

As of February 28, 2025, current assets were comprised of $77 in cash and $280 in prepaid expenses, compared to $226 in cash and $5,280 in prepaid expenses as of November 30, 2024. As of February 28, 2025, current liabilities were comprised of $6,869 in accounts payable and accrued liabilities, $210,000 in accrued management fees - related party, and $26,346 in due to related party, compared to $4,762 in accounts payable and accrued liabilities, $180,000 in accrued management fees - related party, and $16,166 in amounts due to a related party as of November 30, 2024.

Our increase in working capital deficiency is primarily due to an increase in amounts due to a related party and a decrease in cash and prepaid expenses. 

Cash Flow Data

Cash Flows from Operating Activities

We did not generate positive cash flows from operating activities for the three months ended February 28, 2025, and February 29,2024.

For the three months ended February 28, 2025, net cash flows used in operating activities were $13,378, consisting of a net loss of $55,362, increased by equity investments income -related party of $197 and reduced by imputed interest of $4,726, amortization expenses of $348, accrued management fees - related party of $30,000, changes in operating assets and liabilities of $7,107.  

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, reduced by accrued management fees - related party of $30,000 and increased by a change in operating assets and liabilities of $8,576. 

Cash Flows from Investing Activities

For the three months ended February 28, 2025, and February 29, 2024, net cashflows provided by investing activities were $49 and $0, consisting of $49 and $0 distribution from equity investments-related party, respectively.

Cash Flows from Financing Activities

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

For the three months ended February 28, 2025, and February 29, 2024, AMJ Global Entertainment LLC, a related party controlled by the Company’s CEO and director, advanced to the Company $10,483 and $28,250, by paying for operating expenses on behalf of the Company and the Company repaid advances to related party of $303 and $0, respectively.

During the three months ended February 28, 2025, the Company received $3,000 for issuance of 3,000 shares of common restricted stock.

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. 

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.

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 28, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

On March 5, 2025, the notified Green Growth, CPA of its dismissal as the Company’s independent registered public accounting firm. On March 5, 2025, the Company engaged Barton CPA PLLC of Cypress, Texas as the Company’s independent registered public accounting firm.

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.

During the three months ended February 28, 2025, the Company issued 3,000 shares of common stock for contribution of $3,000 in cash.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

____________

* Filed herewith.

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.