3AM TECHNOLOGIES INC - FORM 10-Q/A - October 23, 2020

Attached files

file filename
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - 3AM TECHNOLOGIES INCf10qa083120_ex32z1.htm
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - 3AM TECHNOLOGIES INCf10qa083120_ex31z1.htm

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 August 31, 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

 

 

[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

October 20, 2020

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 August 31, 2020, filed with the Securities and Exchange Commission on October 20, 2020 (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

 

 

PART II - OTHER INFORMATION

 

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.

 

 

 

 

 

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: October 22, 2020                                                                   

By:

/s/ Simon Gee

 

 

Simon Gee

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

 

3

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