IMAGE CHAIN GROUP LIMITED INC Cautionary Statements
This Quarterly Report on Form 10-Q (this "Quarterly Report") contains forward-looking statements, including, without limitation, in the sections captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere. Any and all statements contained in this Quarterly Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as "may," "might," "would," "should," "could," "project," "estimate," "pro-forma," "predict," "potential," "strategy," "anticipate," "attempt," "develop," "plan," "help," "believe," "continue," "intend," "expect," "future" and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms.
Forward-looking statements in this Quarterly Report may include, without
limitation, statements regarding (i) the plans and objectives of management for
future operations, including plans or objectives relating to the growth of tea
polyphenol sales and development of our tea polyphenol-based products, (ii) the
plans or objectives relating to our future business acquisitions, if any, (iii)
a projection of income (including income/loss), earnings (including
earnings/loss) per share, capital expenditures, dividends, capital structure or
other financial items, (iv) our future financial performance, including any such
statement contained in a discussion and analysis of financial condition by
management or in the results of operations included pursuant to the rules and
regulations of the
The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation:
? volatility or decline of our stock price;
? potential fluctuation of quarterly results;
? continued failure to earn revenues or profits;
? inadequate capital to continue or expand our business, and inability
to raise additional capital or financing to implement our business
plans;
? decline in demand for our products and services;
? rapid adverse changes in markets;
? litigation with or legal claims and allegations by outside parties
against us;
? insufficient revenues to cover operating costs; and
? estimates of our future revenue, expenses, capital requirements and
our need for additional financing;
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Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. ICGL cautions you not to place undue reliance on the statements, which speak only as of the date of this Quarterly Report. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that ICGL or persons acting on its behalf may issue. ICGL does not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report, or to reflect the occurrence of unanticipated events, except as required by law.
Overview
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As a result of the closing of the FDHG Exchange Agreement, FDHG became the
Company's wholly owned subsidiary. FDHG, through its subsidiaries, manufactured
and sold "Image Tea"-branded tea products from its tea garden in
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On or about
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The reorganization of Image P2P and its subsidiaries via the acquisitions detailed above, by and amongst Image P2P and AGWL, FYSZ, and Fuzhiyuan Biotechnology, have been accounted for under US GAAP as business combinations under common control.
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The Share Exchange has been accounted for as a reverse- merger and
recapitalization of
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The 200,000 common shares of the Company returned to Image P2P are recognized as common stock in treasury since Image P2P is a wholly owned subsidiary of the Company and measured at cost which is the fair value of the common stocks as of the date of the disposal of subsidiaries.
The subsidiaries disposed are presented as discontinued operations in this report. Comparatives are reclassified to conform with the presentation.
Our principal executive offices are located at
Company Overview
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Currently, since the Sino-US trade war may affect the enterprises operating in
While we expect to focus on our efforts in the Halal Food License area, we will continue to seek new business opportunities with established business entities for merger with or acquisition of a target business in order to best protect our shareholder interests. In certain instances, a target business may wish to become our subsidiary or may wish to contribute assets to us rather than merge. We have not yet begun negotiations or entered into any definitive agreements in the Halal Food License business, or for any other potential new business opportunities, and there can be no assurance that we will be able to enter into any definitive agreements.
We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the best interests of our company may be scarce, or we may be unable to obtain the ones that we want. We can provide no assurance that we will be able to locate compatible business opportunities.
Currently, we do not have a source of revenue. We are not able to fund our cash requirements through our current operations. We have been reliant on loans by affiliated and non-affiliated parties to provide financial contributions and services to keep our company operating. Further, we believe that our company may have difficulties raising capital from other sources until we locate a prospective merger candidate through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail. We currently have no written or oral agreement from our majority shareholder to continue to provide financial contributions.
COVID-19 Outbreak
It is worth highlighting that, on
Pursuant to the MCO, all government and private premises except those involved in essential supply of goods and services such as water, electricity, energy, telecommunications, postal, transportation, irrigation, oil, gas, fuel, lubricants, broadcasting, finance, banking, health, pharmacy, fire, prison, port, airport, safety, defense, cleaning, retail and food supply should be closed.
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Pursuant to CMCO, most economic sectors and activities are allowed to operate while observing the business standard operation procedures such as in our case social distancing and recording the names and telephone numbers of customers and the dates of their visit.
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During the MCO, CMCO and
Results of Operations
Three months ended
Three months ended June 30,
2020 2019
Revenue - -
Operating expenses
General and administrative expenses 2,836 33,048
Total operating expenses 2,836 33,048
Loss Before Income Taxes (2,836 ) (33,048 )
Provision for Income Taxes - -
Net Loss (2,836 ) (33,048 )
Other Comprehensive Income
Foreign currency translation gain - -
Total Comprehensive loss (2,836 ) (33,048 )
Loss per share
Basic and Diluted Loss per Common Share (0.00 ) (0.00 )
Basic and Diluted Weighted Average Common Shares
Outstanding 508,539,882 508,539,882
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Operating Expenses
Our general and administrative expenses decreased from
Net Loss
Our net loss decreased from
Six months ended
Six months ended June 30,
2020 2019
Revenue - -
Operating expenses
General and administrative expenses 32,210 2,878,627
Total operating expenses 32,210 2,878,627
Loss Before Income Taxes (32,210 ) (2,878,627 )
Provision for Income Taxes - -
Net Loss (32,210 ) (2,878,627 )
Other Comprehensive Income
Foreign currency translation gain - -
Total Comprehensive loss (32,210 ) (2,878,627 )
Loss per share
Basic and Diluted Loss per Common Share (0.00 ) (0.01 )
Basic and Diluted Weighted Average Common Shares
Outstanding 508,539,882 507,943,943
Operating Expenses
Our general and administrative expenses decreased from
Net Loss
Our net loss decreased from
Liquidity and Capital Resources
Since the inception of the Company, we have incurred significant net losses and
negative cash flows from operations. During the six months ended
To date, we have financed our operations principally through borrowings from our related parties. Depending on our future operational results, we may need to conduct one or more equity or debt financings within the next 12 months.
We could potentially need our available financial resources sooner than we currently expect, and we may incur additional indebtedness to meet future financing needs. Adequate additional funding may not be available to us on acceptable terms or at all. In addition, although we anticipate being able to obtain additional financing through non-dilutive means, we may be unable to do so. Our failure to raise capital as and when needed could have significant negative consequences for our business, financial condition and results of operations. Our future capital requirements and the adequacy of available funds will depend on many factors, many of which are beyond our control.
Related Party Loans
See "Related Party Transactions" in Note 5 of Notes to the Financial Statements. These unsecured loans do not bear interest or fixed dates for repayment.
Cash flows
The following table summarizes our cash flows for the periods presented:
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