The accompanying notes are an integral part of these unaudited financial statements

IMMAGE BIOTHERAPEUTICS CORP. 

(Formerly EPICURE CHARCOAL, INC.)

STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended								Nine Months Ended
		June 30,								June 30,
		2015				2014				2015				2014
Operating Expenses
General and administrative		$	4,303			$	685			$	7,835			$	3,728
Professional fees			18,220				3,451				28,855				13,672
Total operating expenses			22,523				4,136				36,690				17,400
Loss before income tax		$	(22,523	)		$	(4,136	)		$	(36,690	)		$	(17,400	)
Income tax provision			-				-				-				-
Net loss		$	(22,523	)		$	(4,136	)		$	(36,690	)		$	(17,400	)
Basic and dilutive loss per share		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average number of shares outstanding			100,260,385				1,405,141,647				100,220,845				1,404,700,479

 

 

 

IMMAGE BIOTHERAPEUTICS CORP. 

(Formerly EPICURE CHARCOAL, INC.) 

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

June 30, 2015

 

 

 

 

Basis of Presentation

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. The interim financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. The financial statements are stated in United States dollars.

Use of Estimates and Assumptions

 

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Recent Accounting Pronouncements

 

The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company's financial statement.

 

 

The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital of $17,138, an accumulated deficit of $69,177. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan. There can be no assurance that the Company will be successful in this in order to continue as a going concern.

 

These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence.

 

 

The Company has authorized 200,000,000 common shares with a par value of $0.001 per share.

On June 8, 2015, the Company entered into a subscription agreement with its major shareholders. Pursuant to the agreement, this shareholder will purchase 3,600,000 common shares for $0.125 per share. On June 22, 2015, $75,000 was received by the Company and 600,000 common shares were issued to this shareholder. The remaining 3,000,000 common shares were recorded as common stock subscribed.

As of June 30, 2015, the Company has not granted any stock options and has not recorded any stock-based compensation.

 

 

Prior to September 30, 2015, the Company received $22,116 as a loan from its previous shareholder. The loan is payable on demand, unsecured, and non-interest bearing. On June 30, 2015, it was reclassified as short term loan since the previous shareholder was no longer related party.

 

During the period ended June 30, 2015, the Company had received $26,725 as a loan from current shareholder. The loan is payable on demand, unsecured, and non-interest bearing.

During the period ended June 30, 2015, the Company had received $443 as a loan from one of the Company's current officers. The loan was forgiven by the officer during the quarter.

On July 15, 2015, the Company entered into an employment agreement with the Elton F. Norman for his services as Chief Financial Officer ("CFO"). Under the agreement, the Company will pay annual salary of $7,200 per year. Such compensation will not start until the Company obtains full seed funding of its June 8, 2015 subscription (Note 4).  If the contract is terminated at the Company's discretion without cause, the CFO is entitled to receive one month's salary for the first year and two months' salary for the second year up to a maximum six months over the duration of five years.

On July 15, 2015, the Company entered into an employment agreement with the Mahesh Narayanan for his services as Chief Operating Officer ("COO"). Under the agreement, the Company will pay annual salary of $25,000 per year. Such compensation will not start until the Company obtains full seed funding of its June 8, 2015 subscription (Note 4). If the contract is terminated at the Company's discretion without cause, the COO is entitled to receive one month's salary for the first year and two months' salary for the second year up to a maximum six months over the duration of five years.

On July 15, 2015, the Company entered into an employment agreement with the Anton Dormer for his services as Chairman of the Board and Chief Scientific Officer ("CSO"). Under the agreement, the Company will pay annual salary of $12,000 per year. Such compensation will not start until the Company obtains full seed funding of its June 8, 2015 subscription (Note 4). If the contract is terminated at the Company's discretion without cause, the CSO is entitled to receive one month's salary for the first year and two months' salary for the second year up to a maximum six months over the duration of five years.

On July 15, 2015, the Company entered into an employment agreement with the Dr. Dan Achinko for his services as Vice President. Under the agreement, the Company will pay annual salary of $25,000 per year. Such compensation will not start until the Company obtains full seed funding of its June 8, 2015 subscription (Note 4). If the contract is terminated at the Company's discretion without cause, the Vice President is entitled to receive one month's salary for the first year and two months' salary for the second year up to a maximum six months over the duration of five years.

 

Following the merger and the quarter ended June 30, 2015, Immage Biotherapeutics commenced with its business plan to develop as a biotechnology company developing cancer immunotherapy through the rapid and efficient development of cutting edge immunotherapy candidates using bioinformatics and outsourced laboratory resources. Following June 30, 2015, even though much of the in vitro will be done with contract research organization, Immage Biotherapeutics will conduct many of the in vitro studies using certain purchased equipment, including but not limited to the expenditure of just less than $40,000 equipment as described in the Form 8-K filed on July 28, 2015. Immage Biotherapeutics will focus on the use of bioinformatics tools to develop protein immunotherapies for tumor disease. The Company is working in conjunction with a Pepvax Inc. to procure a provisional patent. In the event the provisional patent is accepted, Pepvax Inc. will receive thirty percent (30%) of the Company shares of common stock for the rights to the patent and the Company will focus on developing the provisional patent into a final patent (anticipated, but not guaranteed, for late 2016). Immage Biotherapeutics has entered into a memorandum of understanding to have lab space at Howard University for a period of three years. Following the commencement of the implementation of the business plan and the purchase of equipment, Immage Biotherapeutics ceased being a shell company.

Off-balance sheet arrangements

Other than the situation described in the section titled Capital Resources and Liquidity, the Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets

 

Reports to Security Holders

 

We will make available free of charge any of our filings as soon as reasonably practicable after we electronically file these materials with, or otherwise furnish them to, the Securities and Exchange Commission ("SEC").  We are not including the information contained in our website as part of, or incorporating it by reference into, this report on Form 10-Q.

The public may read and copy any materials we file with the Securities and Exchange Commission ("SEC").  at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20002. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (http://www.sec.gov).

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and we are not required to provide the information under this item.

Item 4.  Controls and Procedures.

Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2015.  Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three month period ended June 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

Item 1A. Risk Factors.

The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and we are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On June 22, 2015, the Company issued 600,000 common shares for cash of $75,000.

The foregoing issuance of securities was exempt from registration pursuant to Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering and Regulation D promulgated thereunder. Neither we nor any person acting on our behalf offered or sold these securities by any form of general solicitation or general advertising. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom. The purchaser represented to the Company that they were purchasing the securities for their own account and not for the account of any other persons. The purchasers were provided with written disclosure that the securities have not been registered under the Securities Act of 1933 and therefore cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom.

 

Issuer Purchases of Equity Securities

There were no repurchases of common stock for the quarter ended June 30, 2015.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

 

 

Item 6. Exhibits.

Certain of the following exhibits are incorporated by reference from prior filings.  The form with which each exhibit was filed and the date of filing are as indicated below; the reports described below are filed as Commission File No. 333-185368 unless otherwise indicated.

 

 

SIGNATURES

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

Immage Biotherapeutics Corp.

(Registrant)

    Date: August 17, 2015                                                                                                     By: /s/ Mou Zhi Cong

Mou Zhi Cong  President and Chief Executive Officer

    Date: August 17, 2015                                                                                                     By: /s/ Elton Norman  

Elton Norman  Chief Financial Officer

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