KGNR Kange Corporation (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended May 31, 2024

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 June 27, 2024, the Company had 104,035,523 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 Statement of Changes in Stockholders’ Deficit

(Unaudited)

 For the Three and Six Months Ended May 31, 2024

 For the Three and Six Months Ended May 31, 2023

(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.

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

May 31, 2024

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 period ended May 31, 2024, which are included herein.

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

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

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

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

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

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

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

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

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

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

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

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. 

Working Capital

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

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

Cash Flow Data

Cash Flows from Operating Activities

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

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

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

Cash Flows from Investing Activities

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

Cash Flows from Financing Activities

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

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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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 May 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS.

Not applicable.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

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

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

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

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

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

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

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

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

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

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

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

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

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

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.