Quarterly Report for Quarter Ending May 31, 2025 (Form 10-Q)

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 under the Securities Act of 1933, and Rule 3b-6 under the Securities Exchange 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 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 holistic 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 1,333,333 shares of common stock for cancellation on or about May 7, 2025, which shares were transferred back to the Company and were cancelled.

On July 13, 2024, the Company entered into a entered into a Revenue Sharing Agreement with Dark Bull Capital, Inc., a Nevada corporation ("Dark Bull") and related party controlled by a shareholder and Board member of the Company, Vern Barkdull, pursuant to which the Company would issue 133,334 shares of Company common stock to Dark Bull, and the Company will receive 5% of net revenue generated by Dark Bull from Dark Bull's 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.

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On January 24, 2025, the Company entered into a purchase agreement with AMJ Global Entertainment, LLC (the "Seller"), an entity controlled by the Company's CEO and director, Dr. Malone, for the acquisition of the Seller's 25% equity stake in Dark Bull for $1,000,000 in cash, with a payment term of two years and 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 be paid any outstanding unpaid balance in the form of restricted common stock of the Company at the price of the Company's common stock at the time of signing agreement, which was $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 would 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. 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 (AMJ Global Entertainment, controlled by the Company's CEO and director) 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 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, 2025, which are included herein.

Our operating results for the three and six months ended May 31, 2025, and 2024, and the changes between those periods for the respective items are summarized as follows.

For the Three Months Ended May 31, 2025, and 2024

		Three Months Ended
		May 31,								Change
		2025				2024				Amount
Revenue		$	-			$	-			$	-
Operating loss			68,017				45,094				22,923
Other expenses (income)			11,035				(98,109	)			109,144
Net loss (income)		$	79,052			$	(53,015	)		$	132,067

During the three months ended May 31, 2025, and 2024, we did not have any operating revenues.

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The Company incurred a net loss of $79,052 during the three months ended May 31, 2025, compared to a net income of $53,015 for the three months ended May 31, 2024. The decrease in net income was primarily due to other income for a gain on settlement of debt-related party of $98,109 and an increase in operating expenses of $22,923 and interest expenses of $11,628.

Operating expenses for the three months ended May 31, 2025, and 2024, were $68,017 and $45,094 respectively. For the three months ended May 31, 2025, and 2024, the operating expenses were primarily attributed to management compensation of $50,000 and $32,095, professional fees of $16,137 and $11,499, and general and administrative expenses of $1,880 and $1,500, respectively.

Other expenses (income) for the three months ended May 31, 2025, and 2024, were $11,035 and ($98,109) respectively. For the three months ended May 31, 2025, the other expenses consist of interest expenses of $11,280 and equity investments income-related party of $245. For the three months ended May 31, 2024, the other income was $98,109 for a gain on settlement of debt -related party.

The equity investments income of $245 is related to 30% equity stake in a company controlled by a related party (the Company's shareholder and Board's member) "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 $11,628 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 $11,628 for three months ended May 31, 2025.

For the Six Months Ended May 31, 2025, and 2024

		Six Months Ended
		May 31,								Change
		2025				2024				Amount
Revenue		$	-			$	-			$	-
Operating loss			118,502				94,768				23,734
Other expenses (income)			15,912				(98,109	)			114,021
Net loss (income)		$	134,414			$	(3,341	)		$	137,755

During the six months ended May 31, 2025, and 2024, we did not have any operating revenues.

The Company incurred a net loss of $134,414 during the six months ended May 31, 2025, compared to a net income of $3,341for the six months ended May 31, 2024. The decrease in net income was primarily due to other income for a gain on settlement of debt-related party of $98,109 and an increase in operating expenses of $23,734 and interest expenses of $16,354.

Operating expenses for the six months ended May 31, 2025, and 2024, were $118,502 and $94,768 respectively. For the six months ended May 31, 2025, and 2024, the operating expenses were primarily attributed to management compensation of $80,000 and $62,095, professional fees of $35,077 and $29,673, and general and administrative expenses of $3,425 and $3,000, respectively.

Other expenses (income) for the six months ended May 31, 2025, and 2024, were $15,912 and ($98,109) respectively. For the six months ended May 31, 2025, the other expenses consist of interest expenses of $16,354 and equity investments income-related party of $442. For the six months ended May 31, 2024, the other income was $98,109 for a gain on settlement of debt -related party.

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The equity investments income of $442 is related to 30% equity stake in a company ("Dark Bull Capital Inc.") controlled by a related party (the Company's shareholder and Board's member) ("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 $16,354 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 $16,354 for six months ended May 31, 2025.

Balance Sheet Data

		May 31,				November 30,				Increase
		2025				2024				(Decrease)
Cash		$	4			$	226			$	(222	)
Total Assets		$	886,948			$	9,253			$	877,695
Total Liabilities		$	1,190,408			$	200,928			$	989,480
Working capital (deficiency)		$	(287,875	)		$	(195,422	)		$	(92,453	)

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 holistic health industry, revenue sharing generated from Medicare enrollees, life and annuity insurance sales. This operation will generate revenue and cashflow for the Company.

Working Capital

As of May 31, 2025, our current assets were $284, and our current liabilities were $288,159, which resulted in working capital deficiency of $287,875.

As of May 31, 2025, current assets were comprised of $4 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 May 31, 2025, current liabilities were comprised of $20,591 in accounts payable and accrued liabilities, $240,000 in accrued management fees - related party, and $27,568 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, management fees accrual and a decrease in cash and prepaid expenses.

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Cash Flow Data

		Six Months Ended
		May 31,
		2025				2024
Cash used in operating activities		$	(17,689	)		$	(31,674	)
Cash provided by investing activities			49				-
Cash provided by financing activities			17,418				32,174
Net change in cash for the period		$	(222	)		$	500

Cash Flows from Operating Activities

We did not generate positive cash flows from operating activities for the six months ended May 31, 2025, and 2024.

For the six months ended May 31, 2025, net cash flows used in operating activities were $17,689, consisting of a net loss of $134,414, increased by equity investments income -related party of $442 and reduced by imputed interest of $16,354, accrued management fees - related party of $60,000, stock-based compensation-related party of $20,000, changes in operating assets and liabilities of $20,813.

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.

Cash Flows from Investing Activities

For the six months ended May 31, 2025, and 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 six months ended May 31, 2025, and 2024, AMJ Global Entertainment LLC, a related party controlled by the Company's CEO and director, advanced to the Company $13,728 and $32,174, by paying for operating expenses on behalf of the Company and the Company repaid advances to related party of $2,326 and $0, respectively.

During the six months ended May 31, 2025, the Company received $6,000 for issuance of 6,000 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.

Going Concern

The accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company used cash in operating activities of $17,689 for the six months ended May 31, 2025. The Company had an accumulated deficit of $610,688 at May 31, 2025. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company's continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from related parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts.

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The condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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.