UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Amendment No. 1
(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 28, 2021
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 |
|
| [X] | 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. [X]
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 April 23, 2021 |
Common stock, $0.001 par value |
| 7,500,000 |
EXPLANATORY NOTE
The purpose of this Amendment No. 1 on Form 10–Q/A to 3AM Technologies, Inc.’s quarterly report on Form 10–Q for the period ended February 28, 2021, filed with the Securities and Exchange Commission on April 23, 2021 (the “Form 10–Q”), is solely to furnish Exhibit 101 to the Form 10–Q in accordance with Rule 405 of Regulation S–T.
No other changes have been made to the Form 10–Q. This Amendment No. 1 speaks as of the original filing date of the Form 10–Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–Q.
2
Item 6. Exhibits.
Exhibit No. |
| Description |
| Certification Required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) | |
| 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. |
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 3, 2021 | By: | /s/ Simon Gee |
|
| Simon Gee Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) |
3
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14
I, Simon Gee, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q/A of 3AM Technologies, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 3, 2021
/s/ Simon Gee |
Simon Gee |
Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) |
Exhibit 32.1
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Quarterly Report of 3AM Technologies, Inc. (the “Company”), on Form 10-Q/A for the quarter ended February 28, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Simon Gee, Chief Executive Officer, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Date: May 1, 2021
/s/ Simon Gee |
Simon Gee |
Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) |
Balance Sheets (February 28, 2021 Unaudited) - USD ($) |
Feb. 28, 2021 |
May 31, 2020 |
|---|---|---|
| Current Assets | ||
| Cash | $ 1,344 | $ 1,434 |
| Total Current Assets | 1,344 | 1,434 |
| Current Liabilities | ||
| Accounts payable and accrued liabilities | 36,263 | 31,763 |
| Due to related party | 52,702 | 37,512 |
| Total Current Liabilities | 88,965 | 69,275 |
| Stockholders' Deficit | ||
| Preferred Stock, Value | 0 | 0 |
| Common Stock, Value | 7,500 | 7,500 |
| Additional paid-in capital | 67,500 | 67,500 |
| Accumulated deficit | (162,621) | (142,841) |
| Total Stockholders' Deficit | (87,621) | (67,841) |
| Total Liabilities and Stockholders' Deficit | $ 1,344 | $ 1,434 |
Balance Sheets (February 28, 2021 Unaudited) - Parenthetical - $ / shares |
Feb. 28, 2021 |
May 31, 2020 |
|---|---|---|
| Details | ||
| Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
| Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
| Preferred Stock, Shares Issued | 0 | 0 |
| Preferred Stock, Shares Outstanding | 0 | 0 |
| Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
| Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
| Common Stock, Shares, Issued | 7,500,000 | 7,500,000 |
| Common Stock, Shares, Outstanding | 7,500,000 | 7,500,000 |
Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Feb. 28, 2021 |
Feb. 29, 2020 |
Feb. 28, 2021 |
Feb. 29, 2020 |
|
| Operating Expenses | ||||
| General and administrative | $ 4,095 | $ 19,035 | $ 19,780 | $ 29,978 |
| Total Operating Expenses | 4,095 | 19,035 | 19,780 | 29,978 |
| Net Loss | $ (4,095) | $ (19,035) | $ (19,780) | $ (29,978) |
| Net Loss Per Common Share - Basic and Diluted | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) |
| Weighted Average Common Shares Outstanding | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 |
Statements of Cash Flows (Unaudited) - USD ($) |
9 Months Ended | |
|---|---|---|
Feb. 28, 2021 |
Feb. 29, 2020 |
|
| Operating Activities | ||
| Net loss for the period | $ (19,780) | $ (29,978) |
| Changes in operating assets and liabilities: | ||
| Accounts payable and accrued expenses | 19,690 | 3,500 |
| Net cash used in operating activities | (90) | (26,478) |
| Financing Activities | ||
| Proceeds from related party | 0 | 15,000 |
| Net cash provided by financing activities | 0 | 15,000 |
| Net Decrease in Cash | (90) | (11,478) |
| Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 1,434 | 12,942 |
| Cash and Cash Equivalents, at Carrying Value, Ending Balance | 1,344 | 1,464 |
| Non-Cash Transactions | ||
| Operating expenses paid by related party | 15,190 | 2,500 |
| Supplemental Disclosures | ||
| Interest paid | 0 | 0 |
| Income taxes paid | $ 0 | $ 0 |
1. Nature of Operations and Continuance of Business |
9 Months Ended |
|---|---|
Feb. 28, 2021 | |
| Notes | |
| 1. Nature of Operations and Continuance of Business | 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 28, 2021, the Company has an accumulated deficit of $162,621. 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 |
9 Months Ended |
|---|---|
Feb. 28, 2021 | |
| Notes | |
| 2. Summary of Significant Accounting Policies | 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 |
9 Months Ended |
|---|---|
Feb. 28, 2021 | |
| Notes | |
| 3. Related Party Transactions | 3.Related Party Transactions
a)During the nine months ended February 28, 2021, the President of the Company paid operating expense of $15,190 on behalf of the Company. As of February 28, 2021, and May 31, 2020, the Company was indebted to the President in the amount of $52,702 and $37,512, respectively. The loans are non-interest bearing, unsecured and due on demand.
b)The Company’s office space is provided by management at no cost. |
2. Summary of Significant Accounting Policies: a) Basis of Presentation (Policies) |
9 Months Ended |
|---|---|
Feb. 28, 2021 | |
| Policies | |
| a) Basis of Presentation | a)Basis of Presentation
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements, as reported in the Form 10-K have been omitted. The Company has chosen May 31 as its year end. |
1. Nature of Operations and Continuance of Business (Details) - USD ($) |
9 Months Ended | |
|---|---|---|
Feb. 28, 2021 |
May 31, 2020 |
|
| Details | ||
| Entity Incorporation, State or Country Code | NV | |
| Accumulated deficit | $ (162,621) | $ (142,841) |
3. Related Party Transactions (Details) - USD ($) |
9 Months Ended | |
|---|---|---|
Feb. 28, 2021 |
May 31, 2020 |
|
| Details | ||
| Debt Instrument, Issuer | President of the Company | |
| Proceeds from Debt, Net of Issuance Costs | $ 15,190 | |
| Long-term Debt | $ 52,702 | $ 37,512 |
| Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |
| Debt Instrument, Collateral | unsecured | |
| Debt Instrument, Payment Terms | due on demand | |
| Payments for Rent | $ 0 |