Item 1. Financial Statements.
3am Technologies, Inc.
February 29, 2020
(Unaudited)
|
Index
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Balance Sheets
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5
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Statements of Operations
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6
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Statements of Changes in Stockholders’ Deficit
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7
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Statements of Cash Flows
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8
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Notes to the Financial Statements (Unaudited)
|
9
|
4
3am Technologies, Inc.
Balance Sheets
|
|
February 29,
|
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May 31,
|
|
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2020
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|
2019
|
|
|
(Unaudited)
|
|
|
ASSETS
|
|
|
|
|
Current Assets
|
|
|
|
|
Cash
|
$
|
1,464
|
$
|
12,942
|
Prepaid expenses
|
|
1,871
|
|
1,871
|
|
|
|
|
|
Total Current Assets
|
$
|
3,335
|
$
|
14,813
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|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
Current Liabilities
|
|
|
|
|
Accounts payable and accrued liabilities
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$
|
28,000
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$
|
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)
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$
|
(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.