UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended February 29, 2020

or

[   ] 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: 333-210544

 

3AM TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

35-2553515

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

45B West Wilmot Street, Unit 1.

Richmond Hill, Ontario

Canada

 

L4B 2P3

(Address of principal executive offices)

 

(Zip Code)

 

(204) 666-2981

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

Trading Symbol

Name of each exchange on which registered

 

 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such 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 [X]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Yes [   ] No [X]

 

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

 

[   ]

Large accelerated filer

[   ]

Accelerated filer

[X]

Non-accelerated filer

[X]

Smaller reporting company

 

 

[   ]

Emerging growth company

 


1


 

 

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 [X] No [   ]

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

 

Class

 

Shares outstanding as of May 29, 2020

Common stock, $0.001 par value

 

7,500,000

 


2


 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

4

 

 

 

Item 1.

Financial Statements

4

Item 2.

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

10

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

12

Item 4.

Controls and Procedures

12

 

 

 

PART II – OTHER INFORMATION

13

 

 

 

Item 1.

Legal Proceedings

13

Item 1A.

Risk Factors

13

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

13

Item 3.

Defaults Upon Senior Securities

13

Item 4.

Mine Safety Disclosures

13

Item 5.

Other Information

13

Item 6.

Exhibits

13

 

 

 

SIGNATURES

14


3


 

 

PART 1 - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

3am Technologies, Inc.

February 29, 2020

(Unaudited)

 

 

Index

Balance Sheets

5

Statements of Operations

6

Statements of Changes in Stockholders’ Deficit

7

Statements of Cash Flows

8

Notes to the Financial Statements (Unaudited)

9


4


 

 

3am Technologies, Inc.

Balance Sheets

 

 

 

February 29,

 

May 31,

 

 

2020

 

2019

 

 

(Unaudited)

 

 

ASSETS

 

 

 

 

Current Assets

 

 

 

 

Cash

$

1,464

$

12,942

Prepaid expenses

 

1,871

 

1,871

 

 

 

 

 

Total Current Assets

$

3,335

$

14,813

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

Current Liabilities

 

 

 

 

Accounts payable and accrued liabilities

$

28,000

$

27,000

Due to related party

 

35,012

 

17,512

 

 

 

 

 

Total Current Liabilities

 

63,012

 

44,512

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

Preferred stock

 

-

 

-

 Authorized: 100,000,000 shares, par value $0.001

 

 

 

 

 NIL shares issued and outstanding

 

 

 

 

Common stock

 

7,500

 

7,500

 Authorized: 200,000,000 shares, par value $0.001

 

 

 

 

 7,500,000 shares issued and outstanding

 

 

 

 

Additional paid-in capital

 

67,500

 

67,500

Accumulated deficit

 

(134,677)

 

(104,699)

 

 

 

 

 

Total Stockholders’ Deficit

 

(59,677)

 

(29,699)

 

 

 

 

 

Total Liabilities and Stockholders’ Deficit

$

3,335

$

14,813

 

See accompanying notes to the unaudited financial statements


5


 

 

3am Technologies, Inc.

Statements of Operations

(Unaudited)

 

 

 

Three Months

Ended

February 29,

2020

 

Three Months

Ended

February 28,

2019

 

Nine Months

Ended

February 29,

2020

 

Nine Months

Ended

February 28,

2019

Operating Expenses

 

 

 

 

 

 

 

 

General and administrative

$

19,035

$

2,826

$

29,978

$

16,886

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

19,035

 

2,826

 

29,978

 

16,886

 

 

 

 

 

 

 

 

 

Net Loss

$

(19,035)

$

(2,826)

$

(29,978)

$

(16,886)

 

 

 

 

 

 

 

 

 

Net Loss Per Common Share – Basic and Diluted

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding

 

7,500,000

 

6,351,111

 

7,500,000

 

5,167,766

 

See accompanying notes to the unaudited financial statements


6


 

 

3am Technologies, Inc.

Statements of Changes in Stockholders’ Deficit

(Unaudited)

 

 

 

 

 

 

Additional

 

 

 

 

 

Common Stock

 

Paid-in

 

Accumulated

 

 

 

Shares

 

Amount

 

Capital

 

Deficit

 

Total

Balance – May 31, 2019

7,500,000

$

7,500

$

67,500

$

(104,699)

$

(29,699)

Net loss

-

 

-

 

-

 

(6,033)

 

(6,033)

 

 

 

 

 

 

 

 

 

 

Balance – August 31, 2019

7,500,000

$

7,500

$

67,500

$

(110,732)

$

(35,732)

Net loss

-

 

-

 

-

 

(4,910)

 

(4,910)

 

 

 

 

 

 

 

 

 

 

Balance – November 30, 2019

7,500,000

$

7,500

$

67,500

$

(115,642)

$

(40,642)

Net loss

-

 

-

 

-

 

(19,035)

 

(19,035)

 

 

 

 

 

 

 

 

 

 

Balance – February 29, 2020

7,500,000

$

7,500

$

67,500

$

(134,677)

$

(59,677)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Common Stock

 

Paid-in

 

Accumulated

 

 

 

Shares

 

Amount

 

Capital

 

Deficit

 

Total

Balance – May 31, 2018

4,500,000

$

4,500

$

40,500

$

(70,388)

$

(25,388)

Net loss

-

 

-

 

-

 

(6,528)

 

(6,528)

 

 

 

 

 

 

 

 

 

 

Balance – August 31, 2018

4,500,000

$

4,500

$

40,500

$

(76,916)

$

(31,916)

Common stock issued for cash

800,000

 

800

 

7,200

 

-

 

8,000

Net loss -

-

 

-

 

-

 

(7,532)

 

(7,532)

 

 

 

 

 

 

 

 

 

 

Balance – November 30, 2018

5,300,000

$

5,300

$

47,700

$

(84,448)

$

(31,448)

Common stock issued for cash

2,200,000

 

2,200

 

19,800

 

-

 

22,000

Net loss

-

 

-

 

-

 

(2,826)

 

(2,826)

 

 

 

 

 

 

 

 

 

 

Balance – February 28, 2019

7,500,000

$

7,500

$

67,500

$

(87,274)

$

(12,274)

 

See accompanying notes to the unaudited financial statements


7


 

 

3am Technologies, Inc.

Statements of Cash Flows

(Unaudited)

 

 

 

Nine Months

 

Nine Months

 

 

Ended

 

Ended

 

 

February 29

 

February 28,

 

 

2020

 

2018

Operating Activities

 

 

 

 

Net loss for the period

$

(29,978)

$

(16,886)

Adjustments to reconcile net loss to net cash used in

 

 

 

 

Operating activities:

 

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

Accounts payable and accrued liabilities

 

3,500

 

1,425

 

 

 

 

 

Net cash used in operating activities

 

(26,478)

 

(15,461)

 

Financing Activities

 

 

 

 

Proceeds from sale of common stock

 

-

 

30,000

Proceeds from related party

 

15,000

 

7,500

 

Net cash provided by financing activities

 

15,000

 

37,500

 

 

 

 

 

Net Increase (Decrease) in Cash

 

(11,478)

 

22,039

Cash, Beginning of Period

 

12,942

 

828

Cash, End of Period

$

1,464

$

22,867

 

 

 

 

 

Non-Cash Transactions

 

 

 

 

Operating expenses paid by related party

$

2,500

$

-

 

 

 

 

 

Supplemental Disclosures

 

 

 

 

Interest paid

$

-

$

-

Income taxes paid

$

-

$

-

 

See accompanying notes to the unaudited financial statements


8


 

 

3am Technologies, Inc.

Notes to the Financial Statements

(Unaudited)

 

1.Nature of Operations and Continuance of Business 

 

3am Technologies, Inc. (the “Company”) was incorporated in the state of Nevada on March 13, 2014. The Company has been in the exploration stage since its formation and has not commenced business operations.

 

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize it assets and discharge its liabilities in the normal course of business. As of February 29, 2020, the Company has an accumulated deficit of $134,677. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

2.Summary of Significant Accounting Policies 

 

a)Basis of Presentation 

 

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements, as reported in the Form 10-K have been omitted. The Company has chosen May 31 as its year end.

 

3.Related Party Transactions 

 

a)On January 22, 2020 and July 19, 2018, the President of the Company loaned $15,000 and $7,500 to the Company, respectively. During the nine months ended February 29, 2020, the President paid expenses in the amount of $2,500 on behalf of the Company to support its operation. As of February 29, 2020, and May 31, 2019, the Company was indebted to the President in the amount of $35,012 and $17,512, respectively. The loans are non-interest bearing, unsecured and due on demand. 

 

b)The Company’s office space is provided by management at no cost. 


9


 

 

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

 

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Unless otherwise specified our financial statements are expressed in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

 

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

 

Overview

 

3AM TECHNOLOGIES, INC. (“3AM Technologies”, “we”, or “the Company”) was incorporated in the State of Nevada as a for-profit Company on March 13, 2014. We are a development-stage Company which intends to be in the business of sourcing products, design and manufacturing services for North American retailers, distributors and OEM (original equipment manufacturing) of products that include cables and printed circuit boards. We have signed a letter of intent to acquire 3AM Enterprises, Inc. which currently operates in that space. The completion of the acquisition is subject to 3AM Technologies obtaining its trading symbol and having operating capital satisfactory to 3AM Enterprises.

 

We intend to continue and grow the existing operations of 3AM Enterprises, Inc. Our President is a former employee of 3AM Enterprises, Inc. and has extensive knowledge of the business operations. 3AM Enterprises currently provides its products and services to a wide range of manufacturers and retailers including manufacturers of satellite TV receivers and retailers of audio cables. If, for any reason, we are unable to complete our acquisition of 3AM Enterprises, we intend to develop a competing business.

 

We intend to generate revenue by assisting technology manufacturers and retailers to reduce their costs by sourcing their product design, development and manufacturing

 

The Company intends to compete with other similar companies but aims to develop a website to promote its services and engage in a more comprehensive marketing program. 3AM Technologies does not currently have a website. The Company currently relies on direct selling and referrals to source new clients. However, there can be no assurance that our efforts to expand the marketing effort of 3AM Technologies will succeed, or that we will be able to successfully market the proposed website, if developed. We believe that there is significant growth potential in 3AM Enterprises that can be achieved by expanding the Company’s marketing efforts.

 

While the Company has enough funds to operate now, management believes the Company’s best chance for long term growth is to complete the acquisition of 3AM Enterprises, Inc. and put significant investment into additional marketing.

 

If we are unable to raise sufficient funds to complete the acquisition of 3AM Enterprises, this may prevent us from accomplishing a large portion of our business plan.

 

Our business office is located at 129 The Queensway, Barrie, ON, Canada L4M 0B1. Our telephone number is 1-702-446-0810. Our United States and registered statutory office is located at 2360 Corporate Circle, Suite 400, Henderson, NV 89074-7722.


10


 

 

Plan of Operation

 

Our goal is to acquire 3AM Enterprises Inc., which is in the business of sourcing products, design and manufacturing services for North American retailers, distributors and OEM (original equipment manufacturing) of products that includes cables and printed circuit boards. We have signed a letter of intent to acquire 3AM Enterprises Inc. We intend to generate revenue through the sale, design and manufacturing sourcing of components and products for North American retailers OEM technology products. The initial focus of our business will service retailers of cables and printed circuit boards.

 

Management expects to invest in ongoing development and expansion of the Company’s services in order to remain competitive.

 

If we are unable to complete our acquisition of 3AM Enterprises, this may prevent us from accomplishing our business plan.

 

Results of Operations

 

For the Nine Months Ended February 29, 2020 and February 28, 2019

 

 

 

For the Nine

 

For the Nine

 

 

Months Ended

 

Months Ended

 

 

February 29,

2020

 

February 28,

2019

Revenues

$

Nil

$

Nil

Total operating expenses

 

29,978

 

16,886

 

 

 

 

 

Net loss

$

(29,978)

$

(16,886)

 

Revenues

 

For the nine months ended February 29, 2020 and February 28, 2019, we generated no revenues.

 

Operating Expenses

 

We incurred total operating expenses of $29,978 for the nine months ended February 29, 2020 compared to $16,886 for the nine months ended February 28, 2019, which consisted of general and administrative expenses for both periods.

 

Our general and administrative expenses were comprised of $15,000 in professional fees, and $1,886 in other general and administrative expenses for the nine months ended February 28, 2019.

 

Our general and administrative expenses were comprised of $14,721 in professional fees, and $15,257 in other general and administrative expenses for the nine months ended February 29, 2020.

 

Net Loss

 

We had a net loss of $29,978 for the nine months ended February 29, 2020 due to incurred operating expenses and no revenues.

 

Our revenue for the nine months ended February 29, 2020 was $Nil, and expenses for the nine months ended February 29, 2020 were $29,978, resulting in a net loss of $29,978.

 

We had a net loss of $16,886 for the nine months ended February 28, 2019 due to incurred operating expenses and no revenues.

 

Capital Resources and Liquidity

 

As of February 29, 2020, we had $1,464 in cash.

 

Our Company has a minimum cash burn rate of $3,000 per month mainly for legal and accounting expenses. Our founders have committed to lend the Company sufficient funds as required to continue operations for the next 6 months. If our Company does not realize revenues, then our Company intends to secure additional financing through the sale of its securities, however, there can be no assurance that our Company will be successful in selling its securities or the terms will be favorable to our Company.


11


 

 

Management may decide, based on market conditions, to seek future private placements if management believes such private placements are in the best interests of our Company. We believe we will be able to generate advertising sales revenue within one hundred and twenty (120) days of the launch of our website.

 

We estimate that we will need to raise at least $100,000 to develop a first version of our planned website and fund our planned operations, including public company reporting costs, for the next twelve months.

 

We do not anticipate researching any further products or services nor the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees other than those noted above.

 

If we are unable to raise sufficient funds to pay for the development of our website, this may prevent us from accomplishing our business plan.

 

Off-balance sheet arrangements

 

Our Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on our Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with our Company is a party, under which our Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

 

Item 3. Quantitative and Qualitative Disclosure about Market Risk.

 

Not applicable because we are a small reporting company.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principal accounting officer), as appropriate to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our president (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of quarter covered by this report based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organization of the Treadway Commission. Based on the evaluation of these disclosure controls and procedures the president (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report due to the lack of adequate segregation of duties and the absence of an audit committee.

 

Changes in Internal Controls

 

During the quarter covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 


12


 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 1A. Risk Factors.

 

Not applicable because we are a small reporting company.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None. 

 

Item 6. Exhibits.

 

Exhibit No.

 

Description

31.1

 

Certification Required by Rule 13a-14(a) (17 CFR 240.13a-14(a))

32.1

 

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

101.INS

 

XBRL Instance Document †

101.SCH

 

XBRL Taxonomy Extension Schema Document †

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document †

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document †

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document †

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document †

 

 

 

 

*

In accordance with SEC Release 33-8238, Exhibits 32.1 is furnished and not filed.

 

Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 


13


 

 

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.

 

 

3AM TECHNOLOGIES, INC.

 

 

 

Date: May 29, 2020

By:

/s/ Simon Gee

 

 

Simon Gee

Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

 


14

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