UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10 - K

(Mark One)

[ x ] ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Period year ended November 30, 2013

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

For the transition period from ______________ to ___________________

Commission file number: 000-51976

IMOGO MOBILE TECHNOLOGIES CORP.

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(Exact name of small business issuer as specified in its charter)

Nevada N/A

(State or other jurisdiction of incorporation or organization) (IRS Employer Number)

100 - 40 Lake Bellevue Dr., WA, USA 98005

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(Address of principal executive office)

206-458-7018

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(Issuer's telephone number)

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

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.001 par value.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:

Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act:

Yes o No x

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:

Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller 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 o Accelerated filer o

Non-accelerated filer o Smaller reporting company x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes o No x

The aggregate market value of Imogo’s Common Stock owned by non-affiliates as of November 30, 2013 was $9,075,000.

Number of shares of each class of Imogo's capital stock outstanding as of November 30, 2013 was 73,500,000 shares of common stock

 Page 1

Imogo Mobile Technologies Corp.

FORM 10-K

November 30, 2013 Annual Report on Form 10-K

Table of Contents

Part I

Item 1. Description of Business

Item 1A. Risk Factors

Item 1B. Unresolved Staff Comments

Item 2. Description of Property

Item 3. Legal Proceedings

Item 4. Submission of Matters to a vote of Security Holders

Part II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6. Selected Financial Data

Item 7. Management's Discussion and Analysis of Financial Condition and the Results of Operations

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9B. Other Information

Part III

Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

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Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Exhibits and Financial Statements Schedules

Item 14. Principal Accountants Fees and Services

Signatures

 

PART I

FORWARD LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K, OR THE "REPORT," ARE "FORWARD-LOOKING STATEMENTS." THESE FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS ABOUT THE PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS OF Imogo Mobile Technologies Corp., A NEVADA CORPORATION AND OTHER STATEMENTS CONTAINED IN THIS REPORT THAT ARE NOT HISTORICAL FACTS. FORWARD-LOOKING STATEMENTS IN THIS REPORT OR HEREAFTER INCLUDED IN OTHER PUBLICLY AVAILABLE DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE "COMMISSION," REPORTS TO OUR SHAREHOLDERS AND OTHER PUBLICLY AVAILABLE STATEMENTS ISSUED OR RELEASED BY US INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH COULD CAUSE OUR ACTUAL RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS TO DIFFER FROM THE FUTURE RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FUTURE RESULTS ARE BASED UPON MANAGEMENT'S BEST ESTIMATES BASED UPON CURRENT CONDITIONS AND THE MOST RECENT RESULTS OF OPERATIONS. WHEN USED IN THIS REPORT, THE WORDS "EXPECT," "ANTICIPATE," "INTEND," "PLAN," "BELIEVE," "SEEK," "ESTIMATE" AND SIMILAR EXPRESSIONS ARE GENERALLY INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, BECAUSE THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. THERE ARE IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS, INCLUDING OUR PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS AND OTHER FACTORS.

About Our Company

Imogo Mobile Technologies Corp. Corp. ("Imogo") intends to commence operations as a cloud computing services provider which will offer productivity and marketing solutions designed for operating on smartphones and tablets. The initial region we plan to market our mobile services to is North America. We currently have developed a mobile office services platform under the name of “ZaOffice”. The ZaOffice platform will provide the synchronization of emails, calendars, contacts, files and documents. ZaOffice has been designed to be licensed as a white label platform for national brands. The company is seeking to engender strategic partners with the view of adapting, marketing and licensing the ZAOffice mobile office platform.  The company is planning to commence beta testing at the www.zaoffice.com website. We currently do not have any contracts, agreements, or understandings with any development companies.

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The status of the current operation is that we are continually seeking sources of funding to continue our operation of developing our technology. In addition, the Company is discussing with other mobile technology programmers on the possibility of their involvement in developing the site. The time frame to commence the programming is estimated to be within the second quarter of the calendar year 2014. The Company's President has promoted the Company's business plan to several companies focused on mobile technology and to internet marketing companies and there have been expressions of interest for them to use the Company's ZaOffice platform for reselling to their customer base. The Company has not yet developed any customer interest as there are no products and services as of now to sell. The time frame to commence operations is within six months of completing the beta phase of the ZaOffice application.

 We do not intend to enter into any type of new business; or, purchase equipment or other assets in the next twelve month period following the date of this filing. From inception until the date of this filing, we have had no material operating activities. Our current cash balance is $0. We anticipate that our current cash balance will not satisfy our cash needs for the following twelve-month period.

This is the initial stage of our business. From inception until the date of this filing, we have had no material operating activities. Our current cash balance is $0 as of November 30, 2013. We anticipate that our current cash balance will not satisfy our cash needs for the following twelve-month period. There can be no assurance that we will be successful in finding financing, or even if financing is found, that we will be successful in achieving profitable operations. 

Our principal executive offices are located at 100 - 40 Lake Bellevue Dr., WA, USA 98005 and the telephone number is 888-666-0651. Our fiscal year end is November 30th.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve months ending November 30, 2014.

Revenue

As of the date of this filing, we have not generated any revenues, as we have had no operational activities.

Insurance

Currently, we have no insurance coverage

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Employees

Currently our only employees are our directors and officers. We do not expect any material changes in the number of employees over the next 12-month period. We do and will continue to outsource contract employment as needed. However, with project advancement and if we are successful in our initial and any subsequent operations, we may retain additional employees.

 

Item 1A: Risk Factors

In addition to the other information in this report and our other filings with the SEC, you should carefully consider the risks described below. If any of the following risks occur, our business, financial condition or operating results could be materially and adversely affected.

Risks associated with Imogo Mobile Technologies Corp:

Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue activities in which case you could lose your investment.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. As such we may have to cease activities and you could lose your investment.

Because we have not yet commenced operations we face a high risk of business failure.

We were incorporated on September 6, 2005 and to date have been involved primarily in organizational activities. As of the date of this filing, we have not earned any revenues. Accordingly, you can evaluate our business, and therefore our future prospects, based only on a limited operating history. Potential investors should be aware of the difficulties normally encountered by development stage companies and the high rate of failure for such enterprises.

If we are not able to effectively respond to competition, our business may fail.

There will be many companies in this mobile services industry that will compete with us. Most of these competitors have established businesses with returning customers. We will attempt to compete against these groups by offering a higher quality of products and services to our customers. However, we cannot assure you that such a strategy will be successful, or that competitors will not copy our business strategy. Our inability to achieve sales and revenues due to competition will have an adverse effect on our business operations and financial condition.

Because all of our assets and our officers and directors are located outside the United States of America, it may be difficult for an investor to enforce within the United States any judgments obtained against us or any of our officers and directors.

All of our assets are located outside of the United States and we do not currently maintain a permanent place of business within the United States. In addition, our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for an investor to effect service of process or enforce within the United States any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition, there is uncertainty as to whether the courts of Canada and other jurisdictions would recognize or enforce judgments of United States courts obtained against us or our director and officer predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in Canada or other jurisdictions against us or our director and officer predicated upon the securities laws of the United States or any state thereof.

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Because we do not maintain any insurance, if a judgment is rendered against us, we may have to cease operations.

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party to a lawsuit, we may not have sufficient funds to defend the litigation. In the event that we do not defend the litigation or a judgment is rendered against us, we may have to cease operations.

Risks Associated with Our Common Stock

Trading in our common shares on the OTC Bulletin Board is limited and sporadic making it difficult for our shareholders to sell their shares or liquidate their investments.

Our common shares are currently listed for public trading on the OTC Bulletin Board. The trading price of our common shares has been subject to wide fluctuations. Trading prices of our common shares may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common shares, regardless of our operating performance.

In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management's attention and resources.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

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The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Item 1B: Unresolved Staff Comments

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

Item 2: Description of Property

Executive Offices

Our principal offices are located at 100 - 40 Lake Bellevue Dr., WA, USA 98005 and the telephone number is 888 666-0651. We believe that our office space and facilities are sufficient to meet our present needs and do not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to us.

Item 3: Legal Proceedings

There are no existing, pending or threatened legal proceedings involving Imogo Mobile Technologies Inc, or against any of our officers or directors as a result of their involvement with the Company.

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Item 4: Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders during the fiscal period ended November 30, 2013.

 

PART II

Item 5: Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities

The Company's Common stock is presently listed on the OTC Bulletin Board under the symbol "IMTC". Our common stock has been listed on the OTC Bulletin Board since May 2008.

The following table reflects the high and low bid information for our common stock obtained from Stockwatch and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

The high and low bid prices of our common stock for the periods indicated below are as follows:

National Association of Securities Dealers OTC Bulletin Board

	High	Low
November 30, 2013	0.11	0.04
August 31, 2013	0.22	0.08
May 31, 2013	0.17	0.17
February 28, 2013	0.18	0.06
November 30, 2012	0.06	0.06
August 31, 2012	0.12	0.12
May 31, 2012	0	0
February 28, 2012	0	0
November 30, 2011	0	0
August 31, 2011	0	0
May 31, 2011	0	0
February 28, 2011	0	0
November 28, 2010	0	0

The prices in the table may not necessarily represent actual transactions.

Our common shares are issued in registered form. Signature Stock Transfer Inc., 2220 Coit Rd, Ste 480, Plano TX, 75075-3762 is the registrar and transfer agent for our common shares.

 

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The Company has not paid any cash dividends to date, and it has no intention of paying any cash dividends on its common stock in the foreseeable future. The declaration and payment of dividends is subject to the discretion of its Board of Directors. The timing, amount and form of dividends, if any, will depend on, among other things, results of operations, financial condition, cash requirements and other factors deemed relevant by the Board of Directors.

As of November 30, 2013, there were 73,500,000 common shares were issued and outstanding.

On September 20, 2010, the Stockholder's of the Company authorized the Forward Stock Split of our issued and outstanding Common Stock on a seven for one (7:1) basis. The Forward Stock Split became effective on May 12, 2011. As a result of the Forward Stock Split, the Company increased its issued and outstanding shares of the Common Stock from 10,500,000 to 73,500,000.

There are no outstanding options or warrants or convertible securities to purchase our common equity.

The Company has never issued securities under and does not have any equity compensation plan.

We did not purchase any of our shares of common stock or other securities during our fiscal year ended November 30, 2013.

Item 6: Selected Financial Data

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

Item 7: Management's Discussion and Analysis or Plan of Operation

The following is a discussion and analysis of our plan of operation for the next year ended November 30, 2013, and the factors that could affect our future financial condition and plan of operation.

This discussion and analysis should be read in conjunction with our financial statements and the notes thereto included elsewhere in this annual report. Our financial statements are prepared in accordance with United States generally accepted accounting principles. All references to dollar amounts in this section are in United States dollars unless expressly stated otherwise. Please see our "Risk Factors" for a list of our risk factors.

Cash Requirements

Imogo Mobile Technologies Corp. was incorporated in the state of Nevada on September 6, 2005. We currently have not advanced beyond the business plan state from our inception until the date of this filing. From inception until the date of this filing, we have had no material operating activities. Our current cash balance is $nil. We anticipate that our current cash balance will not satisfy our cash needs for the following twelve-month period. There can be no assurance that we will be successful in finding financing, or even if financing is found, that we will be successful in proceeding with profitable operations. In order for us to begin commercialization of our product, we will need to raise additional capital.

Not accounting for our working capital deficit of $146,614, we require additional funds of approximately $25,000 at a minimum to proceed with our plan of operation over the next twelve months, exclusive of any capital investments. As we do not have the funds necessary to cover our projected operating expenses for the next twelve month period, we will be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates.

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Our auditors have issued a going concern opinion for the year ended November 30, 2013. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any significant revenues and no significant revenues are anticipated until our commercial operations begin. As we had cash in the amount of $0 and a working capital deficit in the amount of $146,614 as of November 30, 2013, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. We will require additional funds to implement our operations. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. We currently do not have any arrangements in place for the completion of any debt financings or private placement financings and there is no assurance that we will be successful in completing any debt financing or private placement financing.

Estimated Net Expenditures During the Next Twelve Months

 

General and Administrative	$8,000
Rent	$12,000
Professional Fees	$5,000
Total	$25,000

 

Liquidity and Capital Resources

As of the date of this annual report, we have not generated any revenues from our business activities.

As of November 30, 2013, our total assets were $nil and our total liabilities were $146,614 and we had a working capital deficit of $146,614. Our financial statements report a net loss of $16,968 for the year ended November 30, 2013, and a net loss of $191,891 for the period from September 6, 2005 (date of incorporation) to November 30, 2013. Our losses have increased primarily as a result of an increase in professional fees and filing fees. Our net loss from operations increased to $16,968 for the year ended November 30, 2013, as compared to $14,901 for the year ended November 30, 2013.

The continuation of our business is dependent upon obtaining further financing, a successful implementation of our business plan, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. The Company's President has sought and continues to seek either debt or equity investment capital from discussions and meetings that he has arranged with various business persons. In addition, the Company is actively seeking capital from other internet related businesses that would benefit from the development of our technology. The current status of the President's efforts in pursuing these various financing alternatives have not resulted in any financing commitment of any type for short term or long term.

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There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve months ending November 30, 2014.

Employees

Currently our only employees are our directors and officers. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.

Going Concern

We have suffered recurring losses from operations. The continuation of our company as a going concern is dependent upon our company attaining and maintaining profitable operations and raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our company discontinue operations.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for the year ended November 30, 2013, our independent auditors included an explanatory paragraph regarding the substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Item 8: Financial Statements

The financial statements required to be filed pursuant to this Item 8 begin on page F-1 of this report.

Item 9: Changes In Disagreements With Accountants on Accounting and Financial Disclosure

None

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Item 9A: Controls and Procedures

Management's Report on Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our Principal Financial Officer, of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of November 30, 2013 pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Financial Officer concluded that our disclosure controls and procedures are not effective as of November 30, 2013 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. This conclusion is based on findings that constituted material weaknesses. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's interim financial statements will not be prevented or detected on a timely basis.

Management's Report on Internal Control Over Financial Reporting

In performing the above-referenced assessment, our management identified the following material weaknesses:

i) We lack personnel with the experience to properly analyze and record complex transactions in accordance with U.S. GAAP.

ii) We have insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis.

iii) We have not achieved the optimal level of segregation of duties relative to key financial reporting functions.

iv) We did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting, including the impact of potential fraud related risks and the risks related to non-routine transactions, if any, on our internal control over financial reporting. Lack of an entity-level risk assessment constituted an internal control design deficiency which resulted in more than a remote likelihood that a material error would not have been prevented or detected, and constituted a material weakness.

v) We did not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the management's view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over our financial statements.

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We are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the near term, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources and personnel to potentially mitigate these material weaknesses.

Our present management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Our principal financial officer conducted an assessment of the effectiveness of our internal control over financial reporting as of November 30, 2013. This assessment was based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control-Integrated Framework. Based on this assessment, our principal financial officer has concluded that our internal control over financial reporting as of November 30, 2013 was not effective at the reasonable assurance level due to factors related to the Company's financial reporting processes.

Changes in Internal Control over Financial Reporting

There were not any changes in our internal controls over financial reporting that occurred during the year ended November 30, 2013 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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These limitations did not impact our conclusion regarding the Effectiveness of our internal control over financial reporting.

PART III

Item 10: Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

Officers and Directors

Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.

The name, age, and position of our present officers and directors are set forth below:

 

Name	Age	Position Held
Stewart  Irvine	57	President

 

Each director serves until our next annual meeting of the stockholders or unless they resign earlier. The Board of Directors elects officers and their terms of office are at the discretion of the Board of Directors.

Background of officers and directors

Mr. Irvine has nearly 30 years experience building profitable, high growth information technology companies.

From 1999 to 2007, he founded and was the president and chief executive officer of Zamage Digital Art Imaging, an on-demand photo-to-art digital printing and framing company. His primary duty and responsibility included overseeing the day to day operations of the company.

In 2007, Mr. Irvine founded, and has since been the chief executive officer Imogo Mobile Technologies Corp., a company that integrates all features needed to work remotely from anywhere in the world with an internet connection. As chief executive officer, Mr. Irvine is responsible for overseeing the company’s overall strategic direction, planning and execution.

He studied business administration at Columbia College and continues to study business programs at the British Columbia Technical Institute (BCIT) and the University of British Columbia (UBC). Mr. Irvine acquired a diploma in advertising and currently lives in Maple Ridge, British Columbia, Canada.

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Other Committees of the Board

Compensation Committee

We do not have a compensation committee.

Nominating Committee

We do not have a Nominating Committee, our entire board of directors perform the functions of a Nominating Committee and oversee the process by which individuals may be nominated to our board of directors.

The current size of our board of directors does not facilitate the establishment of a separate committee. We hope to establish a separate Nominating Committee consisting of independent directors, if the number of our directors is expanded.

Family Relationships

There are no family relationships between any director or executive officer.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past ten years:

1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4. being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended November 30, 2013, all filing requirements applicable to its officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following:

Page 15

Name	Number of Late Reports	Transactions Not Timely Reported	Known Failures to File a Required Form
Stewart  Irvine	Nil	Nil	Nil
Andrew Wong	Nil	Nil	Nil

Nomination Process

As of November 30, 2013, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company's requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the President of our company at the address on the cover of this annual report.

Audit Committee and Audit Committee Financial Expert

We do not have a standing audit committee at the present time. Our board of directors has determined that we do not have a board member that qualifies as an "audit committee financial expert" as defined in Item 401(e) of Regulation S-B, nor do we have a board member that qualifies as "independent" as the term is used in Item 7(d) (3) (iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any revenues from operations to date.

Code of Ethics

The Company has adopted code of ethics for all of the employees, directors and officers which is attached to this Annual Report as Exhibit 14.1.

Item 11: Executive Compensation

Executive Compensation

The particulars of compensation paid to the following persons:

(a) our principal executive officer;

Page 16

(b) each of our two most highly compensated executive officers who were serving as executive officers at the end of the year ended November 30, 2013; and

(c) up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the year ended November 30, 2013,who we will collectively refer to as our named executive officers, of our company for the years ended November 30, 2013 and November 30, 2012, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officer, whose total compensation does not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE

* =  Former President, Chief Executive Officer, Secretary, Treasurer

** = Former President, Chief Executive Officer, Secretary and Treasurer

Summary Compensation Table
					Long Term Compensation
	Annual Compensation				Awards		Payouts
Name and Principal Position	Year (1)	Salary($)	Bonus ($)	Restricted Stock Award(s) ($)	Option Awards ($)	Non-Equity Incentive Plan and Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)
Stewart E. Irvine	2013 2012	0	0	0	0	0	0	0

There are no compensatory plans or arrangements with respect to our executive officers resulting from their resignation, retirement or other termination of employment or from a change of control.

Outstanding Equity Awards at Fiscal Year-End

As at November 30, 2013, there were no unexercised options or stock that had not vested in regards to our executive officers, and there were no equity incentive plan awards for our executive officers during the year ended November 30, 2013.

Options Grants in the Year Ended November 30, 2013

During the year ended November 30, 2013, no stock options were granted to our executive officers.

Aggregated Options Exercised in the Year Ended November 30, 2013 and Year End Option Values

There were no stock options exercised during the year ended November 30, 2013 and no stock options held by our executive officers at the end of the year ended November 30, 2013.

Repricing of Options/SARS

We did not re-price any options previously granted to our executive officers during the year ended November 30, 2013.

Page 17

 

Director Compensation

Directors of our company may be paid for their expenses incurred in attending each meeting of the directors. In addition to expenses, directors may be paid a sum for attending each meeting of the directors or may receive a stated salary as director. No payment precludes any director from serving our company in any other capacity and being compensated for such service. Members of special or standing committees may be allowed similar reimbursement and compensation for attending committee meetings. During the year ended November 30, 2013, we did not pay any compensation or grant any stock options to our directors.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of November 30, 2013, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. The address for each person is our address at 100 - 40 Lake Bellevue Dr., WA, USA 98005.

 

Name and Address of Beneficial Ownership of Class (1)	Amount and Nature of Beneficial Owner	Percentage
Stewart E. Irvine	Nil	0%
Andrew Wong	5,000,000	47.62%
Directors and Executive Officers as a Group	Nil	0%

 

Page 18

Change in Control

We are not aware of any arrangement that might result in a change in control of our company in the future.

Equity Plan Compensation Information

Our company does not currently have a stock option plan or other form of equity plan.

Stock Split Information

On September 20, 2010, the Stockholder's of the Company authorized the Forward Stock Split of our issued and outstanding Common Stock on a seven for one (7:1) basis. The Forward Stock Split became effective on May 12, 2011. As a result of the Forward Stock Split, the Company increased its issued and outstanding shares of the Common Stock to 73,500,000 from 10,500,000.

Certain Relationships and Related Transactions

No director, executive officer, principal shareholder holding at least 5% of our common shares, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction, during the year ended November 30, 2013 in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years.

As of November 30, 2013, the outstanding amounts owed to a company controlled by a person related to the former director of the Company (Andrew Wong) were $45,858. The amount is unsecured, non-interest bearing, and is due on demand.

As of November 30, 2013, the outstanding amounts owed to a consultant of the Company who were related to the majority shareholder of the Company (Andrew Wong) were $57,956. The consultant of the Company has advanced certain amounts on behalf of the Company to pay various expenses. The amount is unsecured, non-interest bearing, and is due on demand.

As of November 30, 2013, the outstanding note payables to a majority shareholder (Andrew Wong) were $41,000. Imputed interest expenses were $3,468 and $3,468, respectively which is included in additional paid in capital for the years ended November 30, 2013 and 2012. The note was unsecured, non-interest bearing and due on demand.

Corporate Governance

We do not have a standing audit committee at the present time. Our board of directors has determined that we do not have a board member that qualifies as an "audit committee financial expert" as defined in Item 407(d) (5) (ii) of Regulation S-B. We have determined, however, that Stewart E. Irvine is an independent director as defined in section 803 of the Amex Company Guide.

 

Page 19

We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any revenues from operations to date.

Transactions with Independent Directors

There were no transactions with any independent directors.

Exhibit No. Description

3.1* Articles of Incorporation of the Company (incorporated by reference to the Form SB-2 filed with the Securities and Exchange Commission on January 4, 2006)

3.2* Bylaws of the Company (incorporated by reference to the Form SB-2 filed with the Securities and Exchange Commission on January 4, 2006)

10.1* Asset Purchase Agreement (incorporated by reference to the Form SB-2 filed with the Securities and Exchange Commission on January 4, 2006)

14 Code of Ethics

31 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Item 14: Principal Accountant Fees and Services

Jimmy P Lee, CPA served as our independent registered public accounting firm for fiscal 2013. Stan Lee CPA served as our independent registered public accounting firm for fiscal 2012. The following table shows the fees that were billed for the audit and other services provided by the firm for fiscal 2013 and 2012.

 

	Fiscal 2013	Fiscal 2012
Audit Fees	$3,900	$4,050
Audit-Related Fees	0	0
Tax Fees	0	0
All other Fees	0	0
Total	$3,900	$,4,050

Page 20

Audit Fees - This category includes the audit of our annual financial statements, review of financial statements included in our Form 10-Q Quarterly Reports and services that are normally provided by the independent auditors in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees - This category consists of assurance and related services by the independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees." The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consultations.

Tax Fees - This category consists of professional services rendered by our independent auditors for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees - This category consists of fees for other miscellaneous items.

Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent auditors. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit and tax fees paid to the auditors with respect to fiscal year 2010 were pre-approved by the entire Board of Directors.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its be signed on its behalf by the undersigned, thereunto duly authorized.

Imogo Mobile Technologies Corp.,

DATE: March 17, 2014

By: /s/ Stewart Irvine

Name: Stewart Irvine

Title: President & C.E.O.

Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

Signature	Title	Date
/s/ Stewart Irvine Stewart Irvine	President	March 17, 2014

Page 21

Imogo Mobile Technologies Corp.

(A Development Stage Company)

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firms

Balance Sheets for the fiscal years ended November 30, 2013 and 2012 F-2

Statements of Operations for the fiscal year ended November 30, 2013 and 2012 and the period from September 6, 2005 (inception) through November 30, 2013 F-3

Statements of Cash Flows for the fiscal year ended November 30, 2013 and 2012 and the period from September 6, 2005 (inception) through November 30, 2013 F-4

Statements of Stockholder's Equity (Deficit) for the period from September 6, 2005 (inception) through November 30, 2013 F-5

Notes to Financial Statements F-6

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

Imogo Mobile Technologies Inc.

(A Development Stage Company)

 

We have audited the accompanying balance sheets of Imogo Mobile Technologies Inc. as of November 30, 2013, and the related statements of operation, stockholders’ equity, and cash flows for the year then ended November 30, 2013. Imogo Mobile Technologies Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements of Imogo Mobile Technologies Inc. as of November 30, 2012 and for the year then ended November 30, 2012; and for the period from September 6, 2005 (Inception) to November 30, 2012, were audited by other auditors whose report dated March 13, 2013, expressed an unqualified opinion on those statements.

Page 22

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Imogo Mobile Technologies Inc. as of November 30, 2013, and the results of its operations and its cash flows for the year then ended November 30, 2013 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has accumulated losses aggregating to $191,891 and has insufficient working capital to meet operating needs for the next twelve months as of November 30, 2013, all of which raise substantial doubt about the Company's ability to continue as a going concern. Management’s plans concerning this matter are also described in Note 3. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Jimmy P. Lee, CPA P.C.

 

Jimmy P. Lee CPA P.C.

Astoria, New York

March 13, 2014

 

--------------------------------------------------------------

Report of Independent Registered Public Accounting Firm

Shareholders of Imogo Mobile Technologies Corp.

We have audited the accompanying balance sheets of Imogo Mobile Technologies Corp. as of November 30, 2012 and 2011 and the related statements of operations, changes in shareholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

Page 23

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Imogo Mobile Technologies Corp. as of November 30, 2012 and 2011 and the results of their operations and its cash flows for the fiscal year then in conformity with U.S. generally accepted accounting principles.

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company's results of operations and lack of capital and liquidity raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Stan J.H. Lee, CPA ------------------------- Stan J.H. Lee, CPA

March 13, 2013

 

Stan J.H. Lee, CPA

2160 North Central Rd. Suite 203 Fort Lee NJ 07024

P.O. Box 436402 San Diego CA 92143

619-623-7799

Fax 619-564-3408

E-mail) stan2u@gmail.com

 

 

 

 

Page 24

 

 

Imogo Mobile Technologies Corp.
(A Development Stage Company)
Balance Sheets
												November 30		November 30
												2013		2012
ASSETS
TOTAL ASSETS												$                   -		$                 -
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
	Accounts Payable and Accrued Liabilities											$           1,800		$       46,256
	Due to Shareholder											41,000		41,000
	Due to Related Party											103,814		45,858
TOAL CURRENT LIABILITIES												146,614		133,114
Stockholders' Equity
	Common Stock
		Authorized:
			75,000,000 commom shares at $0.001 par value
		Issued:
			73,500,000 issued and outstanding at November 30, 2013 and 2012									73,500		73,500
	Additional Paid-In Capital											(28,223)		(31,691)
	(Deficit) accumulated during the development stage											(191,891)		(174,923)
TOTAL STOCKHOLDERS' EQUITY												(146,614)		(133,114)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY												$                   -		$                 -
The accompanying notes are an integral part of these financial statements

 

 

Page 25

 

Imogo Mobile Technologies Corp.
(A Development Stage Company)
Statements of Operations
							For the Year Ended November 30, 2013		For the Year Ended November 30, 2012		For the Period   From September 6, 2005 (Inception) to November 30, 2013
											(Unaudited)
Revenues							$                           -		$                          -		$                          -
General and Administration Expenses
	Filing Fees						-		-		3,828
	Bank Charges and Interest						-		-		1,129
	Professional Fees						13,500		11,433		107,607
	Interest Expense						3,468		3,468		21,277
	Rent										53,000
	Office Expense										50
	Website Development						-		-		5,000
Total Expenses							16,968		14,901		191,891
Operating loss							(16,968)		(14,901)		(191,891)
Net (loss) for the period							(16,968)		(14,901)		(191,891)
Net (loss) per share
	Basic and diluted						$                  (0.0002)		$                 (0.0002)		$                 (0.0026)
Weighted Average Shares Outstanding
	Basic and diluted						73,500,000		73,500,000		73,500,000
The accompanying notes are an integral part of these financial statements.

Page 26

 

Imogo Mobile Technologies Corp.
(A Development Stage Company)
Statement of Cash Flows
November 30, 2013
					For the Year Ended November 30, 2013		For the Year Ended November 30, 2012		For the Period   From September 6, 2005 (Inception) to November 30, 2013
									(Unaudited)
Cash Flow from Operating Activities
	Net (loss) for the period				$                 (16,968)		$                 (14,901)		$               (191,891)
	Imputed Interest on Related-Party Transactions				3,468		3,468		21,277
Changes in non-cash working capital items
	Accounts payable and accured liabilities				(44,456)		11,433		26,400
Net Cash Flow Used in Operating Activities					(57,956)		-		(144,214)
Financing Activities
	Advances from Related Party				57,956		-		103,814
	Issuance of Common Stock				-		-		40,400
Net Cash Flow Provided by Financing Activities					57,956		-		144,214
Net change in cash					-		-		-
Cash, Beginning of Period					-		-		-
Cash,  End of Period					$                            -		$                            -		$                            -
The accompanying notes are an integral part of these financial statements

Page 27

Imogo Mobile Technologies Corp.
(A Development Stage Company)
Statements of Stockhoders' Equity
(Expressed in U.S. Dollars)
November 30, 2013
				Deficit
				Accumulated
			Additional	Durning the	Total
	Common Stock		Paid-in	Development	Stockholders'
	Shares	Amount	Capital	Stage	Equity
Common Stock issued for cash:
at $0.001 per share on September 9, 2005	5,000,000	$          5,000			5,000
at $0.001 per share on September 12, 2005	4,000,000	$          4,000			4,000
at $0.001 per share on September 13, 2005	1,500,000	$          1,500	13,500		15,000
Net Loss for the year end
November 30, 2005				(23,127)	(23,127)
Balance, as at November 30, 2005	10,500,000	$   10,500.00	13,500	(23,127)	873
Net Loss for the year end
November 30, 2006				(23,068)	(23,068)
Balance, as at November 30, 2006	10,500,000	$   10,500.00	13,500	(46,195)	(22,195)
Imputed Interest on Shareholder Loan			2,234		2,234
Net Loss for the year end
November 30, 2007				(23,659)	(23,659)
Balance, as at November 30, 2007	10,500,000	$   10,500.00	15,734	(69,854)	(43,620)
Imputed Interest on Shareholder Loan			2,681		2,681
Net Loss for the year end
November 30, 2008				(30,127)	(30,127)
Balance, as at November 30, 2008	10,500,000	$   10,500.00	18,415	(99,981)	(71,066)
Imputed Interest on Shareholder Loan			2,490		2,490
Net Loss for the year end
November 30, 2009				(21,196)	(21,196)
Balance, as at November 30, 2009	10,500,000	$   10,500.00	20,905	(121,177)	(89,772)
Imputed Interest on Shareholder Loan			3,468		3,468
Net Loss for the year end
November 30, 2010				(17,303)	(17,303)
Balance, as at November 30, 2010	10,500,000	$   10,500.00	24,737	(138,480)	(103,607)
Forward Stock Split 7:1	63,000,000
Imputed Interest on Shareholder Loan			3,468		3,468
Net Loss for the year end
November 30, 2011				(21,543)	(21,543)
Balance, as at November 30, 2011	73,500,000	$   10,500.00	27,841	(160,023)	(121,682)
Imputed Interest on Shareholder Loan			3,468		3,468
Net Loss for the year end
November 30, 2012				(14,901)	(14,901)
Balance, as at November 30, 2012	73,500,000	$   10,500.00	31,309	(174,924)	(133,115)
Imputed Interest on Shareholder Loan			3,468		3,468
Net Loss for the year end
November 30, 2013				(16,968)	(16,968)
Balance, as at November 30, 2013	73,500,000	$   10,500.00	34,777	(191,892)	(146,615)
The accompanying notes are an integral part of these financial statements.

Page 28

Imogo Mobile Technologies Corp.

(A Development Stage Company)

Notes to the Financial Statements

 

NOTE 1 ORGANIZATION

Imogo Mobile Technologies Corp. (the “Company”) is a development stage company which was incorporated in the State of Nevada on September 6, 2005. The Company intends to commence operations as an e commerce retailer of overstock items through a website on the internet.

 

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company follows accounting principles generally accepted in the United States of America. 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 periods presented have been reflected herein.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principle requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of November 30, 2013 and 2012, there were no cash equivalents.

Page 29

Development Stage Company

The Company complies with the FASB Accounting Standards Codification (ASC) Topic 915 Development Stage Entities

Impairment of Long Lived Assets

Long-lived assets are reviewed for impairment in accordance with ASC Topic 360, "Accounting for the Impairment or Disposal of Long- lived Assets". Under ASC Topic 360, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized or the amount, if any, which the carrying value of the asset exceeds the fair value.

Income Taxes

The Company uses the liability method of accounting for income taxes pursuant to FASB Topic 740. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of temporary differences between the tax basis of the assets and liabilities and their financial amounts at year end.

Basic and Diluted Net Loss Per Share

Basic earnings per common share is computed based upon the weighted average number of common shares outstanding during the period. Diluted earnings per share consists of the weighted average number of common shares outstanding plus the dilutive effects of options and warrants calculated using the treasury stock method. In loss periods, dilutive common equivalent shares are excluded as the effect would be anti-dilutive. At November 30, 2013, no equivalents existed because the effect would be anti-dilutive.

Website Development Cost

The Company adopted EITF 00-2, "Accounting for Website Development Costs," which specifies the appropriate accounting for costs incurred in connection with the development and maintenance of websites. Under the EITF 00-2, website development costs are capitalized when acquired and installed, and are being amortized over its estimated useful life. On November 15, 2005, the Company entered into a web design contract. The company accrued and paid $5,000 website development cost and has not recorded an amortization of the website development costs as the initial installation of the website has not yet completed as of November 30, 2013.

Stock Based Compensation

The Company accounts for stock-based employee compensation arrangements using the fair value method in accordance with the provisions of ASC Topic 718 Compensation-Stock Compensation. The company accounts for the stock options issued to non-employees in accordance with the provisions of ASC Topic 718 Compensation- Stock Compensation.

The Company did not grant any stock options or warrants during the period from inception to November 30, 2013.

Page 30

 

Revenue Recognition

Revenue is recognized when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when pervasive evidence of an arrangement exists, services have been provided, and collectability is reasonably assured. Revenue that is billed in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the periods the services are provided.

Advertising Expense

The Company expenses advertising costs as incurred.

New Accounting Standards

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

 

NOTE 3 GOING CONCERN

The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating to $191,891 and has insufficient working capital to meet operating needs for the next twelve months as of November 30, 2013, all of which raise substantial doubt about The Company's ability to continue as a going concern.

 

NOTE 4 CAPITAL STOCK

On September 9, 2005, the Company issued 35,000,000 common shares at $0.000143 per share to the sole director of the Company for total proceeds of $5,000.

On September 12, 2005, the Company issued 28,000,000 common shares at $0.000143 per share for total proceeds of $4,000.

On September 13, 2005, the Company issued 10,500,000 common shares at $0.001429 per share for total proceeds of $15,000.

On September 20, 2010, the Stockholder's of the Company authorized a Forward Stock Split of our issued and outstanding Common Stock on a seven for one (7:1) basis. The Forward Stock Split became effective on September 20, 2010. As a result of the Forward Stock Split, the Company increased its issued and outstanding shares of the Common Stock from 10,500,000 to 73,500,000.

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NOTE 5 INCOME TAXES

As of November 30, 2013, the Company has an estimated net operating loss carry forward for tax purpose of $191,891. This amount may be applied against future federal taxable income and expires in 2028.

As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the deferred tax asset, a valuation allowance equal to the deferred tax asset has been established as at November 30, 2013. The significant component of the deferred tax asset as at November 30, 2013 was $191,891.

 

NOTE 6 RELATED PARTY TRANSACTIONS

As of November 30, 2013, the outstanding amounts owed to a company controlled by a person related to the former director of the Company (Andrew Wong) were $45,858. The amount is unsecured, non-interest bearing, and is due on demand.

As of November 30, 2013, the outstanding amounts owed to a consultant of the Company who were related to the majority shareholder of the Company (Andrew Wong) were $57,956. The consultant of the Company has advanced certain amounts on behalf of the Company to pay various expenses. The amount is unsecured, non-interest bearing, and is due on demand.

As of November 30, 2013, the outstanding note payables to a majority shareholder were $41,000. Imputed interest expenses were $3,468 and $3,468, respectively which is included in additional paid in capital for the years ended November 30, 2013 and 2012. The note was unsecured, non-interest bearing and due on demand.

 

NOTE 7 SUBSEQUENT EVENTS

In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through the date of available issuance of these audited financial statements. During this period, the Company did not have any material recognizable subsequent events.

 

 

 

 

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