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

~~September~~December 3031, 2015

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _____

Commission File Number 333-183870

AMI JAMES BRANDS, INC.

(Exact name of registrant as specified in its charter)

Nevada

N/A

(State or other jurisdiction of

incorporation or organization)

(IRS Employer Identification No.)


1360 Washington Ave., Miami Beach, FL	33139
(Address of principal executive offices)	(Zip Code)

305-531-4556

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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. X . YES . NO

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). X . YES . NO

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


Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. . YES . NO

APPLICABLE ONLY TO CORPORATE ISSUERS

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

20,278,888 common shares issued and outstanding as of ~~September~~December ~~30th~~31st, 2015.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1516
Item 4.	Controls and Procedure	1516
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	1617
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1617
Item 3.	Defaults Upon Senior Securities	1617
Item 4.	Mine Safety Disclosures	1617
Item 5.	Other Information	1617
Item 6.	Exhibits	1718

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

Our unaudited consolidated interim financial statements for the three month and ~~nine~~six month periods ended ~~September~~December 3031, 2015 and ~~September~~December 3031, 2014 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

Ami James Brands, Inc.

~~September~~December 3031, 2015

Index

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

Ami James Brands, Inc.

Consolidated Balance Sheets

(Expressed in US Dollars)

		September 30,		June 30,
		December 31,		June 30,
		2015		2015
		(Unaudited)
ASSETS
Current Assets
Cash	$	1,242	$	1,290
Amounts held in legal trust account		176,~~500~~000		-
Prepaid expense		~~2,167~~-		5,417
Total Assets	$	207,~~909~~242	$	6,707
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	3042,~~463~~697	$	44,555
Related party payables (Note 3)		152,~~148~~152		152,150
Loans payable (Note 4)		7576,~~169~~548		73,790
Convertible debentures, net of discount of $16,383 and $0, respectively (Note 7)		3,617		-
Convertible debentures, net of discount of $13,900 and $0, respectively (Note 7)		6,100		-
Derivative liabilities (Note 8)		2540,~~192~~535		-
Total Liabilities		~~286~~318,~~589~~032		270,495
Stockholders’ Deficit
Preferred stock, 100,000,000 shares authorized, $0.00001 par value; no shares issued and outstanding		-		-
Common stock, 100,000,000 shares authorized, $0.00001 par value; 20,278,888 shares issued and outstanding		203		203
Additional paid-in capital		48,802		48,802
Deficit		(~~314~~359,~~685~~795)		(312,793)
Total Stockholders’ Deficit		(~~265~~310,~~680~~790)		(263,788)
Total Liabilities and Stockholders’ Deficit	$	207,~~909~~242	$	6,707

(The accompanying notes are an integral part of these consolidated financial statements)

Ami James Brands, Inc.

(Formerly Quorum Corp.)

Consolidated Statements of Operations

(Expressed in US Dollars)

(Unaudited)

		For the		For the
		For the Three Months Ended December 31, 2015		For the Three Months Ended December 31, 2014		For the Six Months Ended December 31, 2015		For the Six Months Ended December 31, 2014
		Three Months		Three Months
Operating Expenses
		Ended		Ended
Bank charges	$	278	$	23	$	517	$	23
		September 30,		September 30,
Foreign exchange (gain) loss		(29)		(213)		680		(266)
		2015		2014
General and administrative		–		–		–		–
Operating Expenses
Interest expense		1,898		628		3,631		1,025
Bank charges	$	239	$	–
Professional fees		22,970		6,032		37,296		18,282
Foreign exchange loss		709		(53)
Consulting fees		–		24,000		–		48,000
General and administrative		–		–
Transfer agent and filing fees		2,167		1,570		5,417		5,772
Interest expense		1,733		397
Travel expenses		–		–		15		–
Professional fees		14,326		12,250
Total Operating Expenses		27,284		32,040		47,556		72,836
Consulting fees		–		24,000
Loss from Operations		(27,284)		(32,040)		(47,556)		(72,836)
Transfer agent and filing fees		3,250		4,202
Other Income (Expenses)
Travel expenses		15		–
Accretion		(2,483)		–		(6,100)		–
Total Operating Expenses		20,272		40,796
Change in fair value of derivatives		(15,343)		–		(23,035)		–
Loss from Operations		(20,272)		(40,796)
Gain on write-off of accounts payable		–		–		29,689		–
Other Income (Expenses)
Net Loss	$	(45,110)	$	(32,040)	$	(47,002)	$	(72,836)
Accretion		(3,617)		–
Net Loss Per Share – Basic and Diluted	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Change in fair value of derivatives		(7,692)		–
Weighted Average Shares Outstanding		20,278,888		20,278,888		20,278,888		20,278,888
Gain on write-off of accounts payable		29,689		–
Net Loss	$	(1,892)	$	(40,796)
Net Loss Per Share – Basic and Diluted	$	(0.00)	$	(0.00)
Weighted Average Shares Outstanding		20,278,888		20,278,888

(The accompanying notes are an integral part of these consolidated financial statements)

Ami James Brands, Inc.

(Formerly Quorum Corp.)

Consolidated Statements of Cash Flows

(Expressed in US Dollars)

(Unaudited)

		For the		For the
		Three Months		Three Months
		Six Months		Six Months
		Ended		Ended
		September 30, 2015		September 30, 2014
		December 31, 2015		December 31, 2014
Cash Flows from Operating Activities
Net loss	$	(147,~~892~~002)	$	(4072,~~796~~836)
Amortization of convertible debt discount		36,~~617~~100		-
Change in fair value of derivative		723,~~692~~035		-
Loss on write-off of accounts payable		(29,689)		-
Changes in operating assets and liabilities:
Prepaid expenses		3,250		-
Amounts held in legal trust account		(6,000)		-
Accounts payable and accrued liabilities		15,243		16,386
Prepaid expenses		5,417		-
Related party payables		(2)		24,000
Accounts payable and accrued liabilities		27,477		7,191
Accrued interest payable		1,733		397
Related party payables		2		48,000
Net Cash Used In Operating Activities		(48)		(13)
Accrued interest payable		3,112		17,625
Decrease in Cash		(48)		(13)
Net Cash Used In Operating Activities		(17,548)		(20)
Cash Flows from Financing Activities
Proceeds from issuance of convertible debt		17,500		-
Net Cash Provided by Financing Activities		17,500		-
Decrease in Cash		(48)		(20)
Cash - Beginning of Period		1,290		2,705
Cash - End of Period	$	1,242	$	2,~~692~~685
Supplementary Information:
Interest paid	$	-	$	-
Income taxes paid	$	-	$	-

(The accompanying notes are an integral part of these consolidated financial statements)

Ami James Brands, Inc.

Notes to the Consolidated Financial Statements

Nature of Business and Continuance of Operations

Ami James Brands, Inc. (formerly Quorum Corp.) (the “Company”) was incorporated in the State of Nevada on November 23, 2011. The Company’s previous operations consisted of a website focused on markets located in the eastern Africa that provided a medium where sellers can sell their specialty services, and buyers can purchase these services. Upon execution of the License Agreement as described in Note 6, the Company changed its business direction to focus on the manufacturing, distribution, sales and marketing of the Ami James brand. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.

These consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. For the period from inception on November 23, 2011 through ~~September~~December 3031, 2015, the Company has incurred accumulated losses totaling $~~314~~359,~~685~~795. 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 consolidated 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.

Summary of Significant Accounting Policies

Basis of Presentation

The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended June 30, 2015, included in the Company’s Annual Report on Form 10- K/A filed on October 15, 2015, with the SEC.

The consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at ~~September~~December 3031, 2015 the results of its operations for the three months and six months ended December 31, 2015 and 2014 and cash flows for the ~~three~~six months ended ~~September~~December 3031, 2015 and 2014.. The results of operations for the ~~three~~six months ended ~~September~~December 3031, 2015, are not necessarily indicative of the results to be expected for future quarters or the full year.

Principal of Consolidation

The consolidated financial statements include the accounts of Ami James Brands, Inc. and its 100% owned subsidiary, Chiswick Holdings Limited, a company incorporated in Kenya. All significant intercompany balances and transactions have been eliminated upon consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to income taxes. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

Summary of Significant Accounting Policies (continued)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

Financial Instruments

The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, related party payables and loans payable. The fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The carrying value of accounts payable and accrued liabilities, related party payables and loans payable approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Earnings (Loss) Per Share

Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. At ~~September~~December 3031, 2015, the Company has no potentially dilutive securities outstanding and accordingly, basic loss and diluted loss per share are the same.

Foreign Currency Translation

The Company’s has had limited operations in the eastern African markets of Kenya, Uganda and Tanzania, which results in exposure to market risks from changes in foreign currency exchange rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company's functional currency for all operations worldwide is the U.S. dollar. Nonmonetary assets and liabilities are translated into their U.S. dollar equivalents at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations.

Income Taxes

The Company accounts for income taxes using the asset and liability method which provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Recent Accounting Pronouncements

Jumpstart Our Business Startups Act (“JOBS Act”) Transition Accounting: pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company”. This election will permit us to delay the adoption of new or revised accounting standards that will have difference effective dates for public and private companies until such time as those standards apply to private companies. Consequently, our financial statements may not be comparable to companies that comply with public company effective dates.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Related Party Transactions

As of ~~September~~December 3031, 2015, the Company owes a former director of the Company $47,~~487~~491 (June 30, 2015 - $47,489) for administrative expenditures paid on behalf of the Company. The amount owed is unsecured, non-interest bearing, and has no specified repayment terms.

As of ~~September~~December 3031, 2015, the Company owes a former director of the Company $8,661 (June 30, 2015 - $8,661) for administrative expenditures paid on behalf of the Company and $96,000 (June 30, 2015 - $96,000) for consulting services. The amount owed is unsecured, non-interest bearing, and has no specified repayment terms.

On July 2, 2015, the Company entered into a Trademark License Agreement with Ami James Ink, LLC, a California limited liability company. The Company’s sole officer and director, Ami James, is a shareholder and director of Ami James Ink, LLC.

Loans Payable

On August 1, 2013, the Company entered into a loan agreement in which the note holder agreed to provide a loan to the Company in the principal amount of up to $75,000. The loan is unsecured, bears interest at 8% per annum and is due on demand. As at ~~September~~December 3031, 2015, the note holder has provided $68,945 (June 30, 2015 - $68,945) to the Company pursuant to the loan agreement. As at ~~September~~December 3031, 2015, the Company recorded $67,~~224~~603 (June 30, 2015 - $4,845) of interest payable.

Stockholders’ Equity

The Company’s authorized capital consists of 100,000,000 shares of common stock with a par value of $0.00001 per share and 100,000,000 shares of preferred stock with a par value of $0.00001 per share.

Commitment

On July 2, 2015, the Company entered into a Trademark License Agreement (the “License Agreement”) with Ami James Ink, LLC (the “Licensor,” or “AJI”), a California limited liability company. The Company’s sole officer and director, Ami James, is a shareholder and director of AJI (the “AJI Shareholder”). Pursuant to the License Agreement, the Company acquired the exclusive worldwide rights, for a period of 10 years, to various trademarks, which the Company intends to utilize for the manufacture, distribution, sales and marketing of certain Ami James branded products within the apparel industry. As consideration for the exclusive license granted under the License Agreement, the Company shall pay a royalty to AJI of ten percent (10%) of all net sales of licensed products. Additionally, AJI may, at its sole discretion, convert payments due AJI pursuant to the License Agreement into shares of common stock at a twenty percent (20%) discount.

Convertible Debts

On July 28, 2015, the Company entered into a $20,000 Convertible Promissory Note with a non-related third party. The Convertible Promissory Not bears interest at 10% and all principal and interest matures on July 28, 2016. The third party shall have the right to convert any unpaid sums into common stock of the Company at the rate of the lesser of the closing price of the Company’s common stock on the trading day prior to closing or 50% of the lowest trade reported in the 30 days prior to date of conversion, subject to adjustment as described in the note. On December 31, 2015, the conversion rate was adjusted to of the lesser of the closing price of the Company’s common stock on the trading day prior to closing or 35% of the lowest trade reported in the 30 days prior to date of conversion. On July 28, 2015, the Company received $17,500 as proceeds from the $20,000 convertible note net of an original issuance discount of $2,500. As at ~~September~~December 3031, 2015, the Company has recorded interest of $~~354~~873.

The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $25,959 resulted in a discount to the note payable of $17,500 and the remaining $8,459 was recognized as a gain on derivative. During the ~~three~~six months ended ~~September~~December 3031, 2015, the Company recorded accretion of $36,~~617~~100 and at ~~September~~December 3031, 2015, the carrying value of the note is $36,~~617~~100.

Derivative Liabilities

The embedded conversion option of the Company’s convertible debenture described in Note 7 contain a conversion feature that qualifies for embedded derivative classification. The fair value of these liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative liabilities.

Derivative Liabilities (continued)

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities:

		For the Three Months Ended September 30, 2015
		For the Six Months Ended December 31, 2015
Balance at the beginning of period	$	–
Fair value of new derivative liabilities (embedded conversion option)		25,959
Change in fair value of derivative		~~(767)~~14,576
Balance at end of period	$	2540,~~192~~535

The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair values were determined by using the Black-Scholes option pricing model based on various assumptions. The model incorporates the price of a share of the Company’s common stock (as quoted on the Over the Counter Bulletin Board), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations:

	Expected Volatility	Risk-Free Interest Rate	Expected Dividend Yield	Expected Life (in years)
At Issuance	126.47%	0.32%	0%	1.00
At September 30, 2015	100,41%	0.33%	0%	0.83
At December 31, 2015	150.03%	0.49%	0%	0.58

Subsequent Events

Management has reviewed and evaluated subsequent events through the date of which the current financial statements were issued.

Item 2.

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

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward- looking statements by terminology including “could”, “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report.

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

As used in this quarterly report, the terms “we”, “us”, “our” and “our company”, mean Ami James Brands, Inc.

General Overview

We were incorporated on November 23, 2011, under the laws of the State of Nevada. Our principal executive offices are located at 1360 Washington Ave., Miami Beach, FL. Our telephone number is 305-531-4556.

We are a development stage company and have been in the business leveraging an exclusive marketing and licensing agreement with Ami James in the manufacture, distribution, sales and marketing of various products within the apparel industry.

Our Current Business

By utilizing the trademarks acquired through the License Agreement (the “Exclusive License”) we intend to design, market, distribute, and sells apparel under the brand names “Ami James” and “Ami James Ink” to fashion-conscious consumers on four continents, including North America, Europe, Asia, and South America. The Exclusive License grants the Company the right to design, develop, manufacture, distribute and sell a menswear line, a boyswear line, a girlswear line, an infant and toddler line and an accessory line.

We intend to utilize various contract manufacturers located in The United States, Mexico, South America, and Asia for the manufacture of our assorted products. We envision that all garments will be sourced, designed and manufactured by people with unique strengths, skills, and craftsmanship to create premium quality and reliable products that are in high demand with our targeted affluent demographics. We seek to continue to build our brand recognition that is characterized by unique style, timelessness, utility, and quality, as opposed to merely following prevailing fads or trends that do not have the same degree of potential growth or longevity over time.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Cash Requirements

We intend to begin our operations with the development of our website and then launch a seasonal line of apparel and accessories. We estimate our operating expenses and working capital requirements for the next twelve month period to be as follows:

Estimated Expenses For the Next Twelve Month Period
Legal and accounting fees	$	70,000
Website Development and Beta Testing	$	15,000
Technology Acquisition (Server and related equipment)	$	15,000
Marketing and advertising	$	10,000
Investor relations and capital raising	$	10,000
Management fees	$	10,000
Salaries and consulting fees	$	36,000
General and administrative expenses	$	45,000
Total	$	211,000

AtEstimated ~~present,~~Expenses ~~our~~For ~~cash requirements for~~ the ~~next~~Next 12Twelve ~~months~~Month outweigh the funds available to maintain or develop our business. Of the $211,000 that we require for the next 12 months, we had $1,242 in cash as of September 30, 2015. In order to improve our liquidity, we intend to pursue additional equity or debt financing from private investors or possibly a registered public offering. Other than as set out below, we currently do not have any arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us.Period


Legal and accounting fees	$	70,000
Website Development and Beta Testing	$	15,000
Technology Acquisition (Server and related equipment)	$	15,000
Marketing and advertising	$	10,000
Investor relations and capital raising	$	10,000
Management fees	$	10,000
Salaries and consulting fees	$	36,000
General and administrative expenses	$	45,000
Total	$	211,000

At present, our cash requirements for the next 12 months outweigh the funds available to maintain or develop our business. Of the $211,000 that we require for the next 12 months, we had $1,242 in cash as of December 31, 2015. In order to improve our liquidity, we intend to pursue additional equity or debt financing from private investors or possibly a registered public offering. Other than as set out below, we currently do not have any arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us.

Results of Operations

Operating Expenses

~~Our~~For ~~operating expenses for~~ the three ~~and~~months ~~nine month periods~~ ended ~~September~~December 3031, 2015 and ~~2014~~December ~~are~~31, ~~outlined in the table below:~~2014

		Three		Three
		Months		Months
		Ended		Ended
		September 30,		September 30,
		2015		2014
Revenues	$	Nil	$	Nil
Operating Expenses	$	20,272	$	40,796
Net Loss	$	(1,892)	$	(40,796)

Our operating expenses for the three month periods ended December 31, 2015 and 2014 are outlined in the table below:

From our inception on November 23, 2011 to September 30, 2015, we did not have any operating revenues.


		Three		Three
		Months		Months
		Ended		Ended
		December 31,		December 31,
		2015		2014
Revenues	$	Nil	$	Nil
Operating Expenses	$	27,284	$	32,040
Net Loss	$	(45,110)	$	(32,040)

		Three		Three
		Months		Months
		Ended		Ended
		September 30,		September 30,
		December 31,		December 31,
		2015		2014
Bank charges	$	~~239~~278	$	~~Nil~~23
Foreign exchange (gain) loss	$	~~709~~(29)	$	(53213)
General and administrative	$	Nil	$	Nil
Interest expense	$	1,~~733~~898	$	~~397~~628
Professional fees	$	1422,~~326~~970	$	126,~~250~~032
Consulting fees	$	Nil	$	24,000
Transfer agent and filing fees	$	32,~~250~~167	$	41,~~202~~570
Travel expenses	$	15Nil	$	Nil

During the three months ended ~~September~~December 3031, 2015, our company incurred operating expenses of $2027,~~272~~284 compared with $4032,~~796~~040 for the three months ended ~~September~~December 3031, 2014. The decrease in operating expenses was attributed to decrease in consulting fees to $Nil from $24,000, offset by an increase in professional fees.

During the three months ended September 30, 2015, our company incurred other income of $18,380 compared with $Nil for the three months ended September 30, 2014. The increase in other income was attributed to a gain on write-off of accounts payable of $29,689, offset by a change in fair value of derivatives of $7,692 and accretion of $3,617.

For the three months ended September 30, 2015, our company incurred a net loss of $1,892 or $ 0.00 loss per share compared with a net loss of $40,796 or $ 0.00 loss per share for the three months ended September 30, 2014.

Liquidity and Capital Resources

Working Capital
		At		At
		September 30,		June 30,
		2015		2015
Current Assets	$	20,909	$	6,707
Current Liabilities	$	286,589	$	270,495
Working Capital	$	(265,680)	$	(263,788)

Cash Flows		Three Months		Three Months
		Ended		Ended
		September 30,		September 30,
		2015		2014
Net Cash Used in Operating Activities	$	(48)	$	(13)
Net Cash Provided by Financing Activities	$	Nil	$	Nil
Net Cash Provided by Investing Activities	$	Nil	$	Nil
Net Decrease In Cash During The Period	$	(48)	$	(13)

During the three months ended December 31, 2015, our company incurred other expenses of $17,826 compared with $Nil for the three months ended December 31, 2014. The increase in other expenses was primarily attributed to a change in fair value of derivatives.

For the three months ended December 31, 2015, our company incurred a net loss of $45,110 or $0.00 loss per share compared with a net loss of $32,040 or $0.00 loss per share for the three months ended December 31, 2014.

For the six months ended December 31, 2015 and December 31, 2014

Our operating expenses for the six month periods ended December 31, 2015 and 2014 are outlined in the table below:


		Six		Six
		Months		Months
		Ended		Ended
		December 31,		December 31,
		2015		2014
Revenues	$	Nil	$	Nil
Operating Expenses	$	47,556	$	72,836
Net Loss	$	(47,002)	$	(72,836)

From our inception on November 23, 2011 to December 31, 2015, we did not have any operating revenues.


		Six		Six
		Months		Months
		Ended		Ended
		December 31,		December 31,
		2015		2014
Bank charges	$	517	$	23
Foreign exchange (gain) loss	$	680	$	(266)
General and administrative	$	Nil	$	Nil
Interest expense	$	3,631	$	1,025
Professional fees	$	37,296	$	18,282
Consulting fees	$	Nil	$	48,000
Transfer agent and filing fees	$	5,417	$	5,772
Travel expenses	$	15	$	Nil

During the six months ended December 31, 2015, our company incurred operating expenses of $47,556 compared with $72,836 for the six months ended December 31, 2014. The decrease in operating expenses was attributed to decrease in consulting fees to $Nil from $48,000, offset by an increase in professional fees.

During the six months ended December 31, 2015, our company earned other income of $554 compared with $Nil for the six months ended December 31, 2014. The increase in other income was primarily attributed to a gain on write-off of accounts payable offset by change in fair value of derivatives.

For the six months ended December 31, 2015, our company incurred a net loss of $47,002 or $0.00 loss per share compared with a net loss of $72,836 or $0.00 loss per share for the six months ended December 31, 2014.

Liquidity and Capital Resources


Working Capital
		At		At
		December 31,		June 30,
		2015		2015
Current Assets	$	7,242	$	6,707
Current Liabilities	$	318,032	$	270,495
Working Capital	$	(310,790)	$	(263,788)


Cash Flows		Six Months		Six Months
		Ended		Ended
		December 31,		December 31,
		2015		2014
Net Cash Used in Operating Activities	$	(17,548)	$	(20)
Net Cash Provided by Financing Activities	$	17,500	$	Nil
Net Cash Provided by Investing Activities	$	Nil	$	Nil
Net Decrease In Cash During The Period	$	(48)	$	(20)

Cash Flow from Operating Activities

During the ~~three~~six months ended ~~September~~December 3031, 2015, our company used $48 of cash for operating activities compared with the use of $1320 during the three months ended ~~September~~December 3031, 2014. At ~~September~~December 3031, 2015, our company had a cash balance of $1,242, amounts held in legal trust account of ($176,~~500~~000) and prepaid expense of $25,~~167~~417 and total assets of $207,~~909~~242 compared with a cash balance of $1,290 and prepaid expense of $5,417 and total assets of $6,707 as at June 30, 2015. The increase in amounts held in legal trust account and total assets were attributed to a convertible debenture received.

As at ~~September~~December 3031, 2015, our company had total liabilities of $~~286~~318,~~589~~032 compared with $270,495 as at June 30, 2015. The increase in total liabilities was attributed to convertible debentures of $36,~~617~~100 and derivative liability of $2540,~~192~~535 offset by a decrease of accounts payable and accrued liabilities to $3042,~~463~~697 from $44,555 as at June 30, 2015.

As at ~~September~~December 3031, 2015, our company had a working capital deficit of $~~265~~310,~~680~~790 compared with a working capital deficit of $263,788 as at June 30, 2015.

Going Concern

The accompanying financial statements have been prepared assuming that our company will continue as a going concern. As shown in the accompanying financial statements, our company incurred losses of $145,~~892~~110 for the three month ($47,002 for the six month) period ended ~~September~~December 3031, 2015 and has not yet produced revenues from operations. These factors raise substantial doubt about our company’s ability to continue as a going concern.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that our company cannot continue as a going concern. Management anticipates that it will be able to raise additional working capital through the issuance of stock and through additional loans from investors.

The ability of our company to continue as a going concern is dependent upon our company’s ability to attain a satisfactory level of profitability and obtain suitable and adequate financing. There can be no assurance that management’s plan will be successful.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Critical Accounting Policies

Basis of Presentation

These consolidated financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. Our company’s fiscal year end is June 30.

Principal of Consolidation

The consolidated financial statements include the accounts of Ami James Brands, Inc. and our 100% owned subsidiary, Chiswick Holdings Limited, a company incorporated in Kenya. All significant intercompany balances and transactions have been eliminated upon consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Our company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. Our company bases our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and Cash Equivalents

Our company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

Financial Instruments

Our company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, related party payables and loans payable. The fair value of our company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The carrying value of accounts payable and accrued liabilities, related party payables and loans payable approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion our company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Earnings (Loss) Per Share

Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. At ~~September~~December 3031, 2015, our company has no potentially dilutive securities outstanding and accordingly, basic loss and diluted loss per share are the same.

Foreign Currency Translation

Income Taxes

Our company accounts for income taxes using the asset and liability method which provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. Our company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Recent Accounting Pronouncements

Our company has implemented all new accounting pronouncements that are in effect and that may impact our consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, 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 chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer (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. Based on the foregoing, our chief executive officer and chief financial officer (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.

Changes in Internal Control

During the period 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.

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PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A.

Risk Factors

As a “smaller reporting company” we are not required to provide the information required by this Item.

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

On June 11, 2015 our Board of Directors approved a unanimous written consent changing the name of the corporation from Quorum Corp to Ami James Brands, Inc.

On July 2, 2015, we entered into a Trademark License Agreement with Ami James Ink, LLC, a California limited liability company (“AJI”), Mr. James is a shareholder and director of AJI. Pursuant to the License Agreement, the Company acquired the exclusive worldwide rights, for a period of 10 years, to various trademarks, which the Company intends to utilize for the manufacture, distribution, sales and marketing of various products within the apparel industry.

On September 15, 2015 our Articles of Incorporation filed with the State of Nevada were amended to change the name of the corporation from Quorum Corp. to Ami James Brands, Inc.

1617

Item 6.

Exhibits


Exhibit Number	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on September 12, 2012).
3.2	Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on September 12, 2012).
(10)	Material Contracts
10.1	Consulting Agreement with Yasmeen Savji (incorporated by reference to our Registration Statement on Form S-1/A filed on February 20, 2013).
(21)	Subsidiaries of Registrant
21.1	Chiswick Holdings Limited (wholly owned), a company incorporated in Kenya.
(31)	Rule 13a-14(a)/15d-14(a) Certification
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101 **	Interactive Data Files
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE	XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		AMI JAMES BRANDS, INC.
Dated: November 27, 2015	By:	/s/ Ami James
Dated: March 17, 2016	By:	/s/ Ami James
		Ami James
		President, Secretary, Treasurer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

1719

Filing Compare · AMI JAMES BRANDS, INC.