Annual Statements Open main menu

Image Chain Group Limited, Inc. - Annual Report: 2018 (Form 10-K)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2018

 

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

 

For the transition period from ___________ to _____________

 

Commission file number: 000-55326

 

IMAGE CHAIN GROUP LIMITED, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   46-4333787
(State or other jurisdiction of
incorporation or organization)
  IRS Employer
(Identification No.)

 

Room 501 – 5th Floor, Bonham Centre, No. 79-85
Bonham Strand
Sheung Wan, Hong Kong, China
  N/A
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (852) 3188-2700

 

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

 

Securities registered pursuant to Section 12(g) of the Securities Exchange Act:

 

Common Stock, $.001 par value

 

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

 

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [  ] No [X]

 

Indicate by checkmark whether the registrant has (1) 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 [  ]

 

Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

 

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of 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. [  ]

 

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

 

  Large accelerated filer [  ] Accelerated filer [  ]
  Non-accelerated filer [  ] Smaller reporting company [X]
      Emerging Growth Company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [  ] No [X]

 

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2018 was approximately $700,000 based on the closing price on June 30, 2018.

 

The number of shares of common stock of the registrant, par value $0.001 (the “Common Stock”), outstanding as of March 19, 2019 is 507,270,882.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

 

 
 

 

TABLE OF CONTENTS

 

  Page
PART I    
     
Item 1. Business 3
     
Item 2. Properties 6
     
Item 3. Legal Proceeding 6
     
Item 4. Mine Safety Disclosures 6
     
PART II    
     
Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities 6
     
Item 6. Selected Financial Data 7
     
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 7
     
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 10
     
Item 8. Financial Statements and Supplementary Data 10
     
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 11
     
Item 9A. Controls and Procedures 11
     
Item 9B. Other Information 12
     
PART III    
     
Item 10. Directors and Executive Officers and Corporate Governance 13
     
Item 11. Executive Compensation 15
     
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 17
     
Item 13. Certain Relationships and Related Transactions, and Director Independence 18
     
Item 14. Principal Accounting Fees and Services 19
     
PART IV  
     
Item 15. Exhibits, Financial Statements Schedules 19

 

2
 

 

PART I

 

Item 1. Business.

 

Company History and Recent Developments

 

Image Chain Group Limited, Inc.

 

Image Chain Group Limited, Inc. (formerly Have Gun Will Travel Entertainment, Inc.) was incorporated under the laws of Nevada on December 18, 2013, and initially sought to create reality television programming. References in this Report to “ICGL”, “Image Chain”, the “Company”, the “Registrant”, “we”, “our” or “us” are to Image Chain Group Limited, Inc.

 

On May 5, 2015, ICGL entered into a share exchange agreement (the “FDHG Exchange Agreement”) with Fortune Delight Holdings Group Ltd (“FDHG”) and Wu Jun Rui, on behalf of himself and certain other individuals who were to receive shares of ICGL pursuant to the FDHG Exchange Agreement (the “FDGH Shareholders”). On the terms and subject to the conditions set forth in the FDHG Exchange Agreement, on May 5, 2015, Wu Jun Rui transferred all 50,000 shares of FDHG common stock, consisting of all of the issued and outstanding shares of FDHG, to ICGL in exchange for the issuance to the stockholders of FDHG of 59,620,000 shares of the Company’s common stock, par value $.001 per share (“Common Stock”) and 5,000,000 shares of the Company’s preferred stock, par value $.001 per share (“Preferred Stock”).

 

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 Yunnan Province.

 

On June 11, 2015, the Company amended its Articles of Incorporation in order to change its name to Image Chain Group Limited, Inc. and to increase the authorized shares of Common Stock from 70,000,000 to 400,000,000. The name change was undertaken in order to more closely align with the operations of the Company’s wholly-owned subsidiary, The increase in authorized Common Stock was undertaken to allow the Company to utilize the newly available shares to raise capital.

 

On or about November 15, 2016, FDHG disposed of its ownership of all operating assets, and as a result ICGL became a shell company, as defined by Rule 12b-2 under the Exchange Act (the “Disposition Event”). The Disposition Event is evidenced by a bought and sold note stamped by the Inland Revenue Department of Hong Kong, which we believe is a legally binding document.

 

On February 13, 2017, the Company filed with the Secretary of State of the State of Nevada a Certificate of Correction (the “Certificate of Correction”) to correct a mistake made in the Company’s original Articles of Incorporation with regard to the Preferred Stock issued in connection with the FDHG Exchange Agreement. As a result, ICGL had 395,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock issued and outstanding. The Company subsequently entered into an agreement pursuant to which the holder of the Preferred Stock agreed to retire the Preferred Stock in exchange for receiving an equal number of shares of Common Stock of the Company. As of the date of this Report, that exchange of Preferred Stock for Common Stock has not yet occurred.

 

On May 1, 2017, upon recommendation of the Board of Directors, a majority of Image Chain’s common stockholders consented in writing to amendment of Image Chain’s Articles of Incorporation to (i) effect a reverse stock split on a 1 for 100 stock split basis from 400,000,000 authorized shares with a par value of $0.001 per share to 4,000,000 authorized shares with a par value of $0.001, and (ii) after the reverse stock split, to increase the authorized shares of Common Stock from 3,950,000 to 2,000,000,000 shares with a par value of $0.001 per share, and to decrease the authorized shares of Preferred Stock from 50,000 to zero (0). As of the date of this Report, the reverse stock split and increase in authorized shares have been completed, and the decrease in shares of Preferred Stock is still in process, as a result 50,000 shares of Preferred Stock are authorized and outstanding.

 

3
 

 

Image P2P Trading Group Limited

 

Image P2P Trading Group Limited (“Image P2P”), a company organized under the laws of the British Virgin Islands, was incorporated on April 21, 2015. Asia Grand Will (“AGW”) was incorporated on March 18, 2017 in the Hong Kong SAR. AGW wholly owns Fuzhi Yuan (Shenzhen) Holdings Limited (“FYSZ”) which was established on June 20, 2017 in the PRC. FYSZ is a wholly owned foreign entity under PRC law. FYSZ wholly owns Jiangxi Fuzhiyuan Biotechnology Limited (“Fuzhiyuan Biotechnology”), which was established on January 5, 2013 in the PRC. FYSZ acquired Fuzhiyuan Biotechnology on July 14, 2017. AGW and FYSZ are intermediary holding companies. Image P2P conducts its operations through Fuzhiyuan Biotechnology. Image P2P acquired AGW on Jul 28, 2017.

 

The reorganization of Image P2P and its subsidiaries via the acquisitions detailed above, by and amongst Image P2P and AGW, FYSZ, and Fuzhiyuan Biotechnology, was accounted for under US GAAP as business combinations under common control.

 

The Share Exchange

 

On November 14, 2017, Image Chain entered into a share exchange agreement (the “Exchange Agreement”) with Image P2P and the shareholders of Image P2P (the “Sellers”). Pursuant to the Exchange Agreement, the Sellers transferred all 50,000 shares of Image P2P outstanding common stock to the Company in exchange for 500,000,000 shares of Common Stock (the “Share Exchange”). As a result of the Share Exchange, Image P2P became the Company’s wholly-owned subsidiary. Image P2P, through its subsidiaries, is engaged in producing, marketing and selling tea polyphenol products, and is developing for production tea polyphenol-based products. Image P2P is located in the PRC.

 

The Share Exchange has been accounted for as a reverse- merger and recapitalization of Image Chain where Image Chain (the legal acquirer) is considered the accounting acquiree and Image P2P (the acquiree) is considered the accounting acquirer. As a result of this transaction, the Company is deemed to be a continuation of the business of Image P2P.

 

Accordingly, the accompanying consolidated financial statements are those of the accounting acquirer, Image P2P. The historical stockholders’ equity of the accounting acquirer prior to the share exchange has been retroactively restated as if the Share Exchange occurred as of the beginning of the first period presented.

 

As used in this Report, unless otherwise stated or the context clearly indicates otherwise, the terms “ICGL”, “Image Chain”, the “Company,” the “Registrant,” “we,” “us” and “our” refer to Image Chain after having given effect to the acquisition of Image P2P.

 

Our authorized capital stock currently consists of 2,000,000,000 shares of Common Stock and 50,000 shares of Preferred Stock. Our Common Stock is quoted on the OTC Markets under the symbol “ICGL”.

 

Our principal executive offices are located at Room 503, 5/F, New East Ocean Centre, 9 Science Museum Road, Kowloon, Hong Kong, S.A.R. Our telephone number is (852) 3188-2700. Our periodic and current reports with the SEC can be obtained from the SEC website, www.sec.gov and on our corporate website at http://www.icgl.us.com.

 

Share Exchange and disposal of subsidiaries

 

On November 28, 2018, the Company entered into a Business Transfer Agreement and Share Exchange Agreement (the “Agreements”) with a group of the original shareholders of Image P2P (the “Image P2P Shareholding Group”), Image P2P and its subsidiaries. Pursuant to the Agreements, the Image P2P Shareholding Group will exchange 200,000 common shares of the Company for the one common share of Asia Grand Will Limited held by Image P2P. Asia Grand Will Limited is the holding company for the Company’s operations in the PRC. Also pursuant to the Agreements, the Image P2P Shareholding Group, Image P2P and Image P2P’s subsidiaries will transfer to the Company (i) all of its right, title and interest to the intellectual property, including copyrights, patents, trademarks, process technology and production know-how, of Image P2P and its subsidiaries, (ii) the exclusive distribution rights in the PRC and worldwide for all products of Image P2P and its subsidiaries, (iii) the exclusive right to all intellectual property developed by Image P2P and its subsidiaries in the future and (iv) the exclusive distribution rights in the PRC and worldwide for all products of Image P2P and its subsidiaries developed in the future.

 

4
 

 

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.

 

Company Overview

 

On November 28, 2018, the Company disposed of Asia Grand Will Limited and its subsidiaries and hence has terminated its business of tea polyphenol products production and sales.

 

Currently, since the Sino-US trade war may affected the enterprises operating in China in 2018, the Company has gradually shifted its market target to Malaysia. It is seeking to develop business in healthy Halal food.

 

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.

 

Product and Market Overview

 

On November 28, 2018, the Company has disposed Asia Grand Will Limited and its subsidiaries and hence has terminated its business of tea polyphenol products production and sales.

 

Currently, since the Sino-US trade war may affected the enterprises operating in China in 2018, the Company has gradually shifted its market target to Malaysia. It is seeking to develop business in healthy Halal food.

 

Employees

 

As of March 22, 2019 our officers and directors are our only employees.

 

Our Chief Executive Officer and Chief Financial Officer serve the Company on a part-time basis.

 

Item 1A. Risk Factors

 

Not applicable.

 

5
 

 

Item 1B. Unresolved Staff Comments

 

Not applicable.

 

Item 2. Properties.

 

Our corporate headquarters are located at Room 501, 5/F, Bonham Centre, No. 79-85, Bonham Strand, Sheung Wan, Hong Kong, China, where we lease approximately 2500 square feet of office space under a lease that expires in February 1, 2021. Our monthly lease payment for this office space is approximately $3,500. We believe the leased premise is sufficient to meet the immediate needs of our corporate headquarters.

 

Item 3. Legal Proceedings.

 

As of the date of this Report, we are not a party to any legal proceedings that could have a material adverse effect on our business, financial condition or operating results. Further, to our knowledge, no such proceedings have been threatened against us.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

PART II

 

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

 

Market Information

 

Our common stock is quoted on the OTC Markets (“OTCQB”) under the symbol “ICGL”. The Common Stock was initially quoted on the OTCQB on January 3, 2015, however, there has been very limited trading to date, and an active trading market may never develop.

 

Holders

 

As of the date of this Report there were approximately 464 holders of record of our Common Stock. This does not include an indeterminate number of persons who hold our Common Stock in brokerage accounts and otherwise in “street name.” As of the date of this Report, there are 507,270,882 shares of our Common Stock outstanding. There are no options, warrants or other securities convertible into our Common Stock, other than the 50,000 shares of our Preferred Stock currently outstanding. Our Preferred Stock currently outstanding are under contract for conversion into 50,000 shares of our Common Stock, representing a conversion basis of 1 share of Preferred Stock for 1 share of Common Stock.

 

Dividends

 

Holders of Common Stock are entitled to receive such dividends as may be declared by the Company’s Board of Directors. The Company did not declare or pay dividends during its fiscal years ended December 31, 2018 or 2017.

 

To the extent ICGL has any future earnings, it will likely retain earnings to expand corporate operations and not use such earnings to pay dividends.

 

Transfer Agent and Registrar

 

The transfer agent and registrar for ICGL’s common stock is Globex Transfer, LLC, 780 Deltona Blvd., Suite 202, Deltona, FL 32725, telephone 813-344-4490.

 

Repurchases of Our Securities

 

None.

 

6
 

 

Recent Sales of Unregistered Securities

 

None.

 

Indemnification of Officers and Directors

 

Our Bylaws, subject to the provisions of the Nevada Revised Statutes, contain provisions which allow the Company to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us if it is determined that person acted in good faith and in a manner which he reasonably believed was in or not opposed to the best interest of the Company. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our director, officer and controlling person, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

Item 6. Selected Financial Data.

 

Not applicable.

 

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

 

Cautionary Statements

 

This Annual Report on Form 10-K (this “Report”) contains forward-looking statements, including, without limitation, in the sections captioned “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere. Any and all statements contained in this 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 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 Securities and Exchange Commission, or the SEC, and (v) the assumptions underlying or relating to any statement described in points (i), (ii), (iii) or (iv) above.

 

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;
  estimates of our future revenue, expenses, capital requirements and our need for additional financing; and

 

7
 

 

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 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 Report, or to reflect the occurrence of unanticipated events, except as required by law.

 

Results of Operations

 

The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the years ended December 31, 2018 and 2017, which are included herein.

 

Our operating results for the year ended December 31, 2018 and 2017, and the changes between those periods for the respective items are summarized as follows:

 

   Year ended
December 31,
 
   2018   2017 
         
Net revenues   -    - 
Operating expenses          
General and administrative expenses   231,598    476,410 
Total operating expenses   231,598    476,410 
Operating loss   (231,598)   (476,410)
Other income (expense)   -    - 
Loss Before Income Taxes   (231,598)   (476,410)
Provision for Income Taxes   -    - 
Net loss from continuing operations   (231,598)   (476,410)
Loss from discontinued operations          
Loss from disposal of subsidiaries   (958,231)   - 
Loss from discontinued operations, net of tax   (647,723)   (2,889,047)
Net Loss from discontinued operations   (1,605,954)   (2,889,047)
Net Loss   (1,837,552)   (3,365,457)
Other Comprehensive Income          
Foreign currency translation gain from discontinued operations   21,849    153,292 
Realized foreign currency translation   368,397    - 
Total Comprehensive loss   (1,447,306)   (3,212,165)
Loss per share          
Basic and Diluted Loss per Common Share   (0.01)   (0.01)
Basic and Diluted Weighted Average Common Shares Outstanding   507,270,882    500,956,171 

 

Comparison of the Year ended December 31, 2018 and 2017

 

Net Revenues

 

Net revenues were $0 for the years ended December 31, 2018 and 2017. During the year ended 2018 we disposed of our tea tea polyphenol production and revenues related to these operations are now included as discontinued operations for 2017

 

8
 

 

Operating Expenses

 

Our general and administrative expenses decreased from $476,410 for the year ended December 31, 2017 to $231,598 for the year ended December 31, 2018. General and administrative expenses were significantly increased in the last three months of the year ended December 31, 2017 by (i) research and development expenses for tea polyphenol-based products, (ii) construction expenses for a waste water treatment facility and (iii) legal and accounting professional service fees. These expenses were reduced during the year ended December 31, 2018.

 

Loss from discontinued operations

 

For the year ended December 31, 2017, loss from discontinued operations of $2,889,047 consisted entirely of the results of operations of the disposed subsidiaries. For the year ended December 31, 2018, loss from discontinued operations of $1,605,954 consisted of the results of operations of the disposed subsidiaries of $647,723 and loss from disposal of subsidiaries of $958,231. The decrease of loss from the results of operations of the disposed subsidiaries of $2,241,324 from the previous year was due to decreased scale of operations, decreased gross loss and decreased general and administrative expenses in this year compared with the previous year.

 

Other Comprehensive Income

 

We had foreign currency translation gain from discontinued operations of $21,849 and $153,292 for the years ended December 31, 2018 and 2017, respectively. The variation in foreign currency gain or loss was tied directly to the fluctuation in value of the Renminbi and Hong Kong dollar, our functional currencies, to the US dollar, the currency used for reporting our US GAAP operating results.

 

For the year ended December 31, 2018, we also had realized foreign currency translation gain of $368,397 due to disposal of subsidiaries in this year.

 

Liquidity and Capital Resources

 

Since the inception of our operating subsidiary Fuzhiyuan Biotechnology in 2013, we have incurred significant net losses and negative cash flows from operations. During the year ended December 31, 2017 and the year ended December 31, 2018, we had net losses of $3,365,457 and $1,837,552, respectively. At December 31, 2018, we had an accumulated deficit of $6,483,585 and amounts due to related parties of $642,063. As discussed in our audit report for the year ended December 31, 2018, these factors raise substantial doubt about our ability to continue as a going concern.

 

As at December 31, 2018, we had cash and cash equivalents of $0. 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 the section of this Report titled “Certain Relationships and Related Transactions” for a discussion of our operating capital, equipment purchase and fixture purchase loans from our related parties. These unsecured loans do not bear interest or fixed dates for repayment.

 

Operating Activities

 

We have historically experienced negative cash outflows as our new business obtained approvals for, and negotiated, the acquisition of land, buildings, equipment and loan facilities to begin our tea polyphenol extraction operations, and we extended credit to our purchasers of our tea polyphenol products. Our net cash used in operating activities primarily consists of our net loss from continuing operations and increase in accounts receivables, offset in part by depreciation of fixed assets and increase in accounts and other payables. Our operations to date have not generated significant cash receipts due to extension of credit to purchasers of our tea polyphenol products. Our primary use of cash from operating activities is for the inputs of our tea polyphenol extraction process. Cash from operating activities also goes to personnel costs, legal, audit and accounting services cost, travel, lodging and meal expenses for our executive staff when traveling on Company business, sales and marketing costs and research and development. We expect to continue to increase the cash flows from our operating activities as we increase our production volume, make new sales and recover our outstanding accounts receivable.

 

9
 

 

During the year ended December 31, 2018, operating activities used $111,734 in cash, a decrease from $742,272 cash used for operating activities for the year ended December 31, 2017. The decrease in cash used was due primarily to a significant decrease in net loss and accounts and other receivables, offset in part by depreciation, bad debt expense and accounts and other payables.

 

Investing Activities

 

Net cash used in investing activities for the year ended December 31, 2018 was $163,779, compared to $668,883 used in the year ended December 31, 2017. Such decrease resulted mainly from the lack of payments for building construction in this year.

 

Financing Activities

 

Net cash provided by financing activities for the year ended December 31, 2018 of $211,478 consisted proceeds from related parties, offset in part by repayment of bank borrowings. This represented a significant decrease from net cash provided by financing activities for the year ended December 31, 2017 of $1,476,679, and was primarily due to a significant increase in proceeds from bank borrowings and related parties.

 

Off-Balance Sheet Arrangements

 

During the year ended December 31, 2017 and 2018 and years ended December 31, 2016 and 2017, we did not have any off-balance sheet arrangements as defined by applicable SEC regulations.

 

Critical Accounting Policies and Estimates.

 

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies which are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation our financial statements.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 

Item 8. Financial Statements and Supplementary Data

 

The financial statements required by this item are set forth beginning in Item 15 of this Report on Form 10-K, beginning on page F-1, and are incorporated herein by reference.

 

10
 

 

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

 

On May 8, 2018, we dismissed WWC, P.C. (“WWC”) as our independent principal accountant to audit the Company’s financial statements. The decision to change accountants was approved by our board of directors. Our company does not have a standing Audit Committee.

 

Our company’s independent principal accountant’s report on the financial statements for each of the past two years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles, with the exception that:

 

(i) the report dated April 17, 2018 contained the following explanatory paragraph: “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 had incurred substantial losses during the year, and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regards to these matters are described in Note 3. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.” and

 

(ii) the report dated April 17, 2017 contained the following explanatory paragraph: “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 had incurred substantial losses in previous years and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.”.

 

During our two most recent fiscal years and up to the date of dismissal of WWC, there were: (i) no disagreements with WWC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of WWC, would have caused it to make reference to the subject matter of the disagreements in its reports on the consolidated financial statements of the Company; and (ii) no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

 

Item 9A. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information we are required to disclose is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Commission. David Po, our Principal Executive Officer and Dr. Jonathan Ka Kit Tam, our Principal Financial Officer, are responsible for establishing and maintaining our disclosure controls and procedures.

 

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that, as of December 31, 2018, these disclosure controls and procedures were not effective in ensuring that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

 

11
 

 

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and
   
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Principal Executive Officer and Principal Financial Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

 

The framework our management uses to evaluate the effectiveness of our internal control over financial reporting is based on the guidance provided by the Committee of Sponsoring Organizations of the Treadway Commission in its 1992 report: INTERNAL CONTROL - INTEGRATED FRAMEWORK. Based on our evaluation under the framework described above, our management have concluded that our internal control over financial reporting was not effective as of December 31, 2018.

 

The Company’s internal control over financial reporting is not effective due to a lack of sufficient resources to hire a support staff in order to separate duties between different individuals. The Company lacks the appropriate personnel to handle all the varying recording and reporting tasks on a timely basis.

 

This Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation requirements by the company’s registered public accounting firm.

 

Inherent Limitations over Internal Controls

 

ICGL’s management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within ICGL have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 

Our disclosure controls and procedures are designed to provide reasonable assurance of that our reports will be accurate. Our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective, as of the end of the period covered by this Form 10-K. Our future reports shall also indicate that our disclosure controls and procedures are designed for this reason and shall indicate the related conclusion by the Principal Executive Officer and Principal Financial Officer as to their effectiveness.

 

Changes in Internal Control Over Financial Reporting

 

There have been no changes in our internal control over financial reporting during the last fiscal quarter of 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information.

 

None

 

12
 

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

Identification of Directors and Executive Officers:

 

As of the date of this Report, our Board of Directors consists of three members.

 

Name   Position Held with the Company   Age   Date First Elected or Appointed
David Po   Chief Executive Officer, President, Secretary, Director   57   May 1, 2017
Jonathan Ka Kit Tam  

Chief Financial Officer, Assistant

Secretary, Director

  47   August 6, 2017
Kwok Kwong Fu   Chief Operating Officer and Director   65   July 17, 2018

 

David Po - Chief Executive Officer, President, Treasurer, Secretary and Director

 

Mr. Po has a distinguished career in international business, with an extensive history of transacting deals between Asia and western countries, primarily the United States. From 2003 until present, Mr. Po served as Director and Chief Executive Officer of Everbest Real Estate Services (“Everbest”), a marketing and sales company serving the Japanese, Chinese and Hong Kong markets for a major U.S.-based residential, multi-family, industrial and commercial real estate development company. Everbest ceased operations prior to Mr. Po joining the Company. Mr. Po received a Bachelor of Science degree from the University of California, San Diego. Mr. Po was selected based on his background and history of transacting deals between Asia and western countries, namely the United States. The Company believes that Mr. Po possesses the attributes necessary to create value for ICGL stockholders by way of sourcing and executing acquisitions of high quality assets located in the People’s Republic of China and the greater Asia region.

 

Our company believes that Mr. Po’s professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our company.

 

Dr. Jonathan Ka Kit Tam - Chief Financial Officer, Assistant Secretary and Director

 

Dr. Tam is the founder, sole Director, Chief Executive Officer and President of UStar Investment Group and the affiliated DSI Institute. UStar and DSI arrange academic research and funding of research by Chinese academics abroad and international academics in China. UStar and DSI are currently active in arranging academic studies and symposiums in connection with the PRC’s “One Belt, One Road” initiative. Dr. Tam is also the founder and sole director of Dragon Star International, Inc., SCA Wellness, Inc. and Wei Shu North America, Inc., companies involved in academic placements, beauty and health travel and the import of agricultural goods, respectively.

 

Dr. Tam holds a Doctorate of Business Administration from the EU Business School, conducted post-doctoral work at Oxford University and holds a Bachelor of Business Administration from the University of Wisconsin-Madison. Dr. Tam continues to supervise the UStar and DSI businesses, and has agreed that he will dedicate no less than 20 hours a week of his time to his responsibilities as Chief Financial Officer and Director of the Company. The ICGL stockholders selected Dr. Tam due to his extensive learning in business administration, experience working with academic institutions and relationships in the PRC which are expected to benefit not only the day-to-day management of the Company, but also development of its future businesses.

 

Our company believes that Mr. Tam’s professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our company.

 

13
 

 

Kwok Kwong Fu – Chief Operating Officer and Director

 

Since 2010, Mr. Kwok has been the founder, sole Director and General Manager of Shen Zhen Jinzun Yuan Ltd. Co., which is engaged in agricultural businesses, primarily fruit cultivation, harvesting, processing, packaging and logistics.

 

Mr. Kwok holds a bachelor of sciences degree from the South China University of Technology. The Company believes Mr. Kwok’s extensive experience in the agricultural industries will assist the growth of its current business, and improve the Company’s ability to target and evaluate future acquisitions in the agricultural industries. Mr. Kwok’s experience in managing businesses will assist the Company in improving the day-to-day operations of the Company as well.

 

Our company believes that Mr. Fu’s professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our company.

 

Employment Agreements

 

We currently do not have employment agreements with any of our executive officers or directors.

 

Family Relationships

 

There are no family relationships between any of our directors or executive officers.

 

Term of Office

 

All directors hold office for a one (1) year period and have been duly elected and qualified. There is no agreement with respect to the election of directors. The Company has not compensated its directors for service on the Board of Directors of ICGL or any of its subsidiaries or any committee thereof, other than as set forth under “Item 11. Executive Compensation – Director Compensation” below. Any non-employee director of ICGL or its subsidiaries will be reimbursed for expenses incurred for attendance at meetings of the Board of Directors and any committee of the Board of Directors, although no such committee has been established. Each executive officer of ICGL is appointed by and serves at the discretion of the Board of Directors. None of the officers or directors of ICGL is currently an officer or director of a company required to file reports with the Securities and Exchange Commission, other than ICGL.

 

Involvement in Certain Legal Proceedings

 

To our knowledge, no director, nominee for director, or executive officer of the Company has been a party in any legal proceeding material to an evaluation of his ability or integrity during the past ten years.

 

Board Committees

 

Audit committee

 

We do not have a separately-designated standing audit committee. The Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board of Directors when performing the functions that would generally be performed by an audit committee. The Board of Directors approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the Board of Directors reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.

 

Compensation and Nominations Committees

 

We currently have no compensation or nominating committee or other board committee performing equivalent functions. Currently, the member of our Board of Directors participates in discussions concerning executive officer compensation and nominations to the Board of Directors.

 

14
 

 

Compliance with Section 16(a) of the Exchange Act

 

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.

 

Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended December 31, 2018, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were complied with, with the exception of the following:

 

Name 

Number of

Late Reports

  

Number of

Transactions Not

Reported on a

Timely Basis

  

Failure to File

Requested Forms

 
             
Qiu Peng(1)   1    1    0 
Li Mingguang(1)   1    1    0 
Kwok Kwong Fu(2)   1    1    1 

 

  (1) The insider filed a late Form 3, Initial Statement of Beneficial Ownership.
  (2) The insider has not filed a Form 3, Initial Statement of Beneficial Ownership.

 

Shareholder communications

 

The Company does not have a process for security holders to send communications to the board of directors due to the fact that minimal securities are traded on a stock exchange.

 

Code of Conduct and Ethics

 

We have adopted a Code of Ethics, as required by sections 406 and 407 of the Sarbanes-Oxley Act of 2002. It has been filed as an Exhibit to our registration statement on Form S-1 filed on February 5, 2014.

 

Item 11. Executive Compensation.

 

Executive Compensation

 

The particulars of the compensation paid to the following persons:

 

  (a) our principal executive officer;
     
  (b) each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended December 31, 2018 and 2017; 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 years ended December 31, 2018 and 2017, who we will collectively refer to as the named executive officers of our company, 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 officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

 

15
 

 

SUMMARY COMPENSATION TABLE
Name
and Principal Position
   Year    Salary
($)
    Bonus
($)
    Stock Awards
($)
    Option Awards
($)
    Non-Equity Incentive
Plan Compensa-tion
($)
    Change in Pension
Value and Nonqualified Deferred Compensa-tion Earnings
($)
    All
Other Compensa-tion
($)
    Total
($)
 
David Po(1)   2018    -    -    -    -    -    -    -    - 
CEO,   2017    -    -    -    -    -    -    -    - 
President, Secretary and Director                                             
Jonathan Ka   2018    -    -    -    -    -    -    -    - 
Kit Tam (2) CFO, Assistant Secretary and Director   2017    -    -    -    -    -    -    -    - 
Kwok Kong Fu(3)   2018    -    -    -    -    -    -    -    - 
COO and Director   2017    N/A    N/A    N/A    N/A    N/A    N/A    N/A    N/A 

 

(1) Mr. Po was appointed Chief Executive Officer, President, Secretary and as a director on May 1, 2017.
(2) Dr. Tam was appointed Chief Financial Officer, Assistant Secretary and as a director on August 6, 2017.
(3) Mr. Kwok Kong Fu was appointed as a director on July 16, 2018.

 

Stock option plan

 

We do not have a stock option plan and we have not issued any warrants, options or other rights to acquire our securities.

 

Employee Pension, Profit Sharing or other Retirement Plans

 

We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.

 

Outstanding Equity Awards at Fiscal year-End

 

The company has not issued equity awards as below during fiscal years 2018 and 2017.

 

Director’s Compensation

 

Name  Fee earned or paid in cash   Stock Awards   Option Awards   Non-equity incentive plan compensation   Nonqualified deferred compensation earnings   All other compensation   Total 
David Po                                                                      
-2018        -                        - 
-2017      $229,000                  $229,000 
Jonathan Ka Kit Tam                                   
-2018        -                       - 
-2017      $1,000,000                  $1,000,000 
Kwok Kwong Fu                                   
-2018        -                        - 
-2017      $461,539                  $461,539 
Kevin Lai                                   
-2018       -                        - 
-2017       $538,461                  $538,461 

 

16
 

 

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

 

Beneficial Ownership of officers, directors and persons holding more than 5% of any class of ICGL’s voting securities.

 

The following table sets forth certain information as of the date hereof with respect to the beneficial ownership of our shares of common stock by (i) each executive officer and director, (ii) all executive officers and directors as a group, and (iii) beneficial owners of 5% or more of our outstanding Common Stock.

 

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to securities. Common Stock subject to options, warrants or convertible securities exercisable or convertible within 60 days as of the date hereof are deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person. As of the date hereof, we had 507,320,882 shares of Common Stock issued and outstanding, including 50,000 shares of Preferred Stock under contract for exchange into Common Stock.

 

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The Company does not maintain any equity compensation plans.

 

   Number of Shares of     
   Common Stock   Percentage 
Name of Beneficial Owner  Beneficially Owned   of Class 
David Po(1)   46,800    * 
Jonathan Ka Kit Tam(1)   200,000    * 
Kwok Kwong Fu(1)   5,700,000    1.1 
All Directors and Officers as a Group (3 persons)   5,946,800    1.2 

 

* Less than 1%.

 

(1) In care of Image Chain Group Limited, Inc., Room 501, 5/F, Bonham Centre, No. 79-85, Bonham Strand, Sheung Wan, Hong Kong, China

 

Change in Control Arrangements

 

As of December 31, 2018, there are no arrangements that would result in a change in control of the Company.

 

17
 

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Related Party Transactions

 

Related parties’ relationships are as follows:

 

David Po   Director, CEO and Majority Shareholder of the Company
Peng Qiu   Shareholder of the Company
Min Huang   Mr. Peng Qiu’s spouse
Yi Sheng Qiu   Mr. Peng Qiu’s father
Wan An Fu Zhi Yuan Cha Ye Ltd. Co.   Mr. Peng Qiu, CEO of the Company as shareholder and officer.
Wu Junrui   Former management of the Company

 

Amounts due to related parties at December 31, 2018 and 2017 consist of the following:

 

   December 31, 2018   December 31, 2017 
David Po  $642,063   $479,893 
   $642,063   $479,893 

 

The owing to related parties consist of working capital advances and borrowings. These amounts are due on demand and are non-interest bearing.

 

On November 28, 2018, the Image P2P Shareholding Group has exchanged 200,000 common shares of the Company for the one common share of Asia Grand Will Limited held by Image P2P. Asia Grand Will Limited is the holding company for the Company’s operations in the PRC. Effectively, the Company has sold its operations in the PRC to the Image P2P Shareholding Group with the consideration of 200,000 common shares of the Company in return. The common shares have $0 fair value as of November 28, 2018. Asia Grand Will Limited has net asset value of $589,835 and accumulated other comprehensive income of $368,397 prior to disposal, totaled $958,231. Accordingly, a loss of disposal of subsidiary of $958,231 is recognized in the consolidated statements of operations and comprehensive loss.

 

Office Lease

 

Our corporate headquarters are located at Room 501, 5/F, Bonham Centre, No. 79-85, Bonham Strand, Sheung Wan, Hong Kong, China, where we lease approximately 2500 square feet of office space under a lease that expires in February 1, 2021. Our monthly lease payment for this office space is approximately $3,500. We believe the leased premise is sufficient to meet the immediate needs of our corporate headquarters.

 

Director Independence

 

We adhere to the NASDAQ listing standards in determining whether a director is independent. Our board of directors consults with its counsel to ensure that the board’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors. The NASDAQ listing standards define an “independent director” as a person, other than an executive officer of a company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

 

Consistent with these considerations, and considering their positions as executive officers and recent employees of the Company. Our board operates with 3 directors, we have determined that none of our directors qualifies as an independent director. We do not maintain a compensation, nominating or audit committee.

 

Policies and Procedures for Related Party Transactions

 

Our board of directors has adopted a policy, that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our Common Stock and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related person transaction with us without the prior consent of our audit committee. Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our Common Stock or any member of the immediate family of any of the foregoing persons in which the amount involved exceeds $120,000 and such person would have a direct or indirect interest must first be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee is to consider the material facts of the transaction, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. We did not have a formal review and approval policy for related party transactions at the time of any of the transactions described above. However, all of the transactions described above were entered into after presentation, consideration and approval by our board of directors and/or our audit committee.

 

18
 

 

Item 14. Principal Accounting Fees and Services.

 

The following table sets forth the aggregate fees paid during the years ended December 31, 2017 and 2018 for professional services rendered by WWC, Professional Corporation Certified Public Accountants.:

 

Accounting Fees and Services

 

   2018   2017 
Audit Fees  $95,000   $60,000 
Audit Related Fees   -    - 
Tax Fees   -    - 
All Other Fees   -    - 
TOTAL  $95,000   $60,000 

 

The category of “Audit Fees” includes fees for our annual audit and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents.

 

The category of “Audit-related Fees” includes employee benefit plan audits, internal control reviews and accounting consultation.

 

All above audit services and audit-related services were pre-approved by the Board of Directors, which concluded that the provision of such services by all parties was compatible with the maintenance of the respective firm’s independence in the conduct of its audits.

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

a) The following documents are filed as part of this Report on Form 10-K:

 

1. Financial Statements

 

CONTENTS   PAGES
     
REPORTS OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRMS   F-1
     
CONSOLIDATED Balance Sheets   F-3
     
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS   F-4
     
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (deficit)   F-5
     
CONSOLIDATED STATEMENTS OF CASH FLOWS   F-6
     
Notes to CONSOLIDATED financial statements   F-7

 

2. Financial Statement Schedules

 

All other schedules are omitted because they are not required or the required information is included in the financial statements or notes thereto.

 

19
 

 

3. The following exhibits are filed as part of this Report on Form 10-K

 

Exhibit Number   Description   Incorporated by Reference
        Form   Exhibit   Filing Date
(3)   (i) Articles of Incorporation (ii) Bylaws            
3.1   Articles of Incorporation   S-1   3.1   05/02/2014
3.2   By-laws   S-1   3.2   05/02/2014
3.3   Certificate of Correction of the Articles of Incorporation   8-K   3.1   02/14/2017
3.4   Certificate of Change   8-K/A   3.4   12/28/2017
(10)   Material Contracts            
10.1   Short-term loan agreement with Jiangxi Rural Credit Union & Rural Commercial Bank dated March 30, 2017   8-K   10.1   11/14/2017
10.2   Long-term loan agreement with Industrial and Commercial Bank of China – Wan An County Branch dated October 31, 2015   8-K   10.2   11/14/2017
(14)   Code of Ethics            
14.1   Code of Ethics   S-1   14.1   05/02/2014
(21)   Subsidiaries of the Registrant            
21.1*   Subsidiaries of the Registrant            
(31)   Rule 13a-14 (d)/15d-14(d) Certifications            
31.1*   Section 302 Certification by the Principal Executive Officer            
31.2*   Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer            
(32)   Section 1350 Certifications            
32.1**  

Section 906 Certification by the Principal Executive Officer and

Principal Financial Officer

           
101**   Interactive Data File            
101.INS   XBRL Instance Document            
101.SCH   XBRL Taxonomy Extension Schema Document            
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document            
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document            
101.LAB   XBRL Taxonomy Extension Label Linkbase Document            
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document            

 

* Filed herewith.
** Furnished herewith

 

Item 16. Form 10-K Summary

 

None.

 

20
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

  IMAGE CHAIN GROUP LIMITED, INC.
     
March 25, 2019 By: /s/ David Po
    David Po
    Chief Executive Officer (Principal Executive Officer)
     
March 25, 2019 By: /s/ Dr. Jonathan Ka Kit Tam
    Dr. Jonathan Ka Kit Tam
    Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

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

 

March 25, 2019 By: /s/ David Po
    David Po
    Chief Executive Officer, President, Secretary and Director
   
March 25, 2019 By: /s/ Dr. Jonathan Ka Kit Tam
    Chief Financial Officer, Assistant Secretary, and Director

 

21
 

 

INDEX TO FINANCIAL STATEMENTS

 

CONTENTS   PAGES
     
REPORTS OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRMS   F-1
     
CONSOLIDATED Balance Sheets   F-3
     
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS   F-4
     
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (deficit)   F-5
     
CONSOLIDATED STATEMENTS OF CASH FLOWS   F-6
     
Notes to CONSOLIDATED financial statements   F-7

 

   
   

 

Report of Independent Registered Public Accounting Firm

 

To the shareholders and the board of directors of Image Chain Group Limited, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheet of Image Chain Group Limited, Inc. (the “Company”) as of December 31, 2018, the related statement of operations, stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

 

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’s significant operating losses 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/ BF Borgers CPA PC
BF Borgers CPA PC  

 

We have served as the Company’s auditor since 2018

Lakewood, CO

March 25, 2019

 

 F-1 
   

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To:The Board of Directors and Stockholders of
Image Chain Group Limited, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Image Chain Group Limited, Inc. (the Company) as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2017, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2017, 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 had incurred substantial losses during the year, and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regards to these matters are described in Note 3. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ WWC, P.C.  

WWC, P.C.

Certified Public Accountants

San Mateo, California

April 17, 2018

 

We have served as the Company’s auditor since April 20, 2015

 

 

 F-2 
   

 

IMAGE CHAIN GROUP LIMITED, INC.

Consolidated Balance Sheets

 

   December 31, 2018   December 31, 2017 
Assets          
Current assets          
Cash and cash equivalents  $-   $- 
Current assets from discontinued operations   -    367,917 
Total Current assets   -    367,917 
           
Non-current assets from discontinued operations   -    12,278,430 
Total Assets  $-   $12,646,347 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
Current Liabilities          
Accrued liabilities and other payables  $367   $- 
Due to related parties   642,063    479,893 
Current liabilities from discontinued operations   -    9,589,581 
Total Current Liabilities   642,430    10,069,474 
           
Non-current liabilities from discontinued operations   -    1,771,997 
Total Liabilities   642,430    11,841,471 
           
Stockholders’ Equity (Deficit)          
Preferred Stock, $0.001 par value, 50,000 shares authorized, issued and outstanding   50    50 
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 507,270,882 issued at December 31, 2018 and 2017, respectively   507,271    507,271 
Additional paid in capital   5,333,834    5,333,834 
Accumulated other comprehensive loss   -    (390,246)
Accumulated deficit   (6,483,585)   (4,646,033)
Treasury stock, at cost, 200,000 and 0 shares as of December 31, 2018 and 2017, respectively   -    - 
Total Stockholders’ Equity (Deficit)   (642,430)   804,876 
Total Liabilities and Stockholders’ Equity (Deficit)  $-   $12,646,347 

 

See accompanying notes to the consolidated financial statements

 

 F-3 
   

 

IMAGE CHAIN GROUP LIMITED, INC.

Consolidated Statements of Operations and Comprehensive Loss

 

   For the years ended 
   December 31, 
   2018   2017 
         
Revenue  $-   $- 
           
Operating Expenses          
General and administrative expenses   231,598    476,410 
Total Operating Expenses   231,598    476,410 
           
Operating Loss   (231,598)   (476,410)
           
Other income (expense)   -    - 
           
Loss Before Income Taxes   (231,598)   (476,410)
Provision for income taxes   -    - 
           
Net Loss from continuing operations  $(231,598)  $(476,410)
           
Loss from discontinued operations          
Loss from disposal of subsidiaries   (958,231)   - 
Loss from discontinued operations, net of tax   (647,723)   (2,889,047)
Net Loss from discontinued operations   (1,605,954)   (2,889,047)
           
Net Loss   (1,837,552)   (3,365,457)
           
Other Comprehensive Income          
Foreign currency translation gain from discontinued operations   21,849    153,292 
Realized foreign currency translation   368,397    - 
Total Comprehensive Loss  $(1,447,306)  $(3,212,165)
           
Basic and Diluted Loss per Common Share  $(0.00)  $(0.01)
Basic and Diluted Weighted Average Common Shares Outstanding  $507,270,882   $507,270,882 

 

See accompanying notes to the consolidated financial statements

 

 F-4 
   

 

IMAGE CHAIN GROUP LIMITED, INC.

Consolidated Statements of Stockholders’ Equity (Deficit)

For the years ended December 31, 2018 and 2017

 

                                  Accumulated                    
    Preferred Stock     Common Stock     Additional     Other           Treasury Stock        
    Shares     Amount     Shares
Outstanding
    Amount     Paid-in
Capital
    Comprehensive Loss     Accumulated Deficit     Shares     Amount     Total  
                                                                                 
Balances at December 31, 2016     50,000     $ 50       507,270,882     $ 507,271     $ 5,333,834     $ (543,538 )   $ (1,280,576 )     -     $ -     $ 4,017,041  
Foreign currency translation gain     -       -       -       -       -       153,292       -       -       -       153,292  
Net loss     -       -       -       -       -       -       (3,365,457 )     -       -       (3,365,457 )
Balances at December 31, 2017     50,000     $ 50       507,270,882     $ 507,271     $ 5,333,834     $ (390,246 )   $ (4,646,033 )     -     $ -     $ 804,876  
Realization upon disposal of subsidiaries     -       -       -       -       -       368,397       -       -       -       368,397  
Treasury stock purchases     -       -       (200,000 )     -       -       -       -       200,000       -       -  
Foreign currency translation gain     -       -       -       -       -       21,849       -       -       -       21,849  
Net loss     -       -       -       -       -       -       (1,837,552 )     -       -       (1,837,552 )
Balances at December 31, 2018     50,000     $ 50       507,070,882     $ 507,271     $ 5,333,834     $ -     $ (6,483,585 )     200,000     $ -     $ (642,430 )

 

See accompanying notes to the consolidated financial statements

 

 F-5 
   

 

IMAGE CHAIN GROUP LIMITED, INC.

Consolidated Statements of Cash Flows

 

   For the years ended 
   December 31, 
   2018   2017 
Cash flows from operating activities          
Net loss  $(1,837,552)  $(3,365,457)
Adjustments to reconcile net loss to net cash provided by operating activities:          
Amortization of intangible assets   50,236    10,682 
Depreciation of fixed assets   221,226    892,082 
Write-down of inventory   -    72,409 
Bad debt expense   -    1,249,704 
Loss on disposal of subsidiaries   958,231    - 
Changes in operating assets and liabilities:          
Accounts receivables   85,170    (1,310,718)
Other receivables   -    11,072 
Inventories   49,593    312,612 
Advances and prepayments to suppliers   (57,844)   27,244 
Accounts payables   238,422    1,313,066 
Accrued liabilities and other payables   180,784    - 
Customers advances and deposits   -    45,032 
Net cash used in operating activities   (111,734)   (742,272)
           
Cash flows from investing activities          
Disposal of subsidiary   (16,332)   - 
Purchase of plant and equipment   (147,447)   (148,065)
Payments for building construction   -    (480,693)
Purchases of intangible assets and land use rights   -    (3,137)
Security deposits   -    (36,988)
Net cash used in investing activities   (163,779)   (668,883)
           
Cash flows from financing activities          
Proceeds of owners’ injection of capital   -    1,935 
Proceeds from bank borrowings   -    749,811 
Repayment of bank borrowings   (19,752)   - 
Proceeds from related parties   231,230    724,933 
Net cash provided by financing activities   211,478    1,476,679 
           
Effect of foreign currency translation on cash and cash equivalents   (821)   (2,335)
           
Net decrease of cash and cash equivalents   (64,856)   63,189 
Cash and cash equivalents–beginning of period   64,856    1,667 
Cash and cash equivalents–end of period  $-   $64,856 
           
Cash and cash equivalents - continuing operations  $-   $- 
Cash and cash equivalents - discontinued operations  $-   $64,856 
           
Supplementary cash flow information:          
Interest paid  $146,070   $252,857 
Income taxes paid  $-   $- 

 

See accompanying notes to the consolidated financial statements

 

 F-6 
   

 

IMAGE CHAIN GROUP LIMITED, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1. THE COMPANY AND PRINCIPAL BUSINESS ACTIVITIES

 

Business

 

Image Chain Group Limited, Inc. (formerly Have Gun Will Travel Entertainment, Inc.) (“ICGL” or the “Company”) was incorporated under the laws of Nevada on December 18, 2013. From inception through the date of the Share Exchange as defined below, the Company was an emerging forward-thinking full-service television pre-production company dedicated to the creation of original concepts and programming with a bold and innovative edge in the reality television space for sale, option and licensure to independent producers, cable television networks, syndication companies, and other entities. On June 11, 2015, the Company amended its Articles of Incorporation with the State of Nevada in order to change its name to Image Chain Group Limited, Inc. and to increase the authorized shares of common stock from 70,000,000 to 400,000,000 (the “Amendments”). The name change was undertaken in order to more closely align with the operations of the Company’s wholly-owned subsidiary, Fortune Delight Holdings Group Ltd (“FDHG”). The increase in authorized shares was undertaken to allow the Company to utilize the newly available shares to raise capital. The board of directors and the stockholders of the Company approved the Amendments on May 8, 2015.

 

On February 13, 2017, the Company filed with the Secretary of State of the State of Nevada a Certificate of Correction (the “Certificate of Correction”) to correct a mistake made in the Company’s original Articles of Incorporation with regard to the preferred stock issued in connection with the FDHG Exchange Agreement. As a result, ICGL had 395,000,000 shares of common stock and 5,000,000 shares of preferred stock issued and outstanding. The Company subsequently entered into an agreement pursuant to which the holder of the preferred stock agreed to retire the preferred stock in exchange for receiving an equal number of shares of common stock of the Company. As of the date of this Report, that exchange of preferred stock for common stock has not yet occurred.

 

Effective May 1, 2017, the Company increased the authorized shares of Common Stock from 3,950,000 to 2,000,000,000 shares with a par value of $0.001 per share, and to decrease the authorized shares of Preferred Stock from 50,000 to zero (0). As of the date of this Report, the decrease in shares of Preferred Stock is still in process.

 

FDHG, previously, through its wholly-owned operating subsidiaries, was in the business of promoting and distributing its own branded teas that are grown, harvested, cured, and packaged in the People’s Republic of China (“PRC”). The Company’s headquarters was previously located in Guangzhou, Guangdong Province, PRC.

 

Share Exchange and Reorganization

 

On November 14, 2017, the Company entered into a share exchange agreement (the “SEA”) with Image P2P Trading Group Limited (“Image P2P”) and Image P2P’s shareholders whereby the Company issued 500,000,000 new common shares in exchange for all of the issued and outstanding ordinary shares of Image P2P, which totaled 50,000. Image P2P is an investment holding company incorporated and domiciled in the British Virgin Islands.

 

Share Exchange and disposal of subsidiaries

 

On November 28, 2018, the Company has entered into a Business Transfer Agreement and Share Exchange Agreement (the “Agreements”) with a group of the original shareholders of Image P2P (the “Image P2P Shareholding Group”), Image P2P and its subsidiaries. Pursuant to the Agreements, the Image P2P Shareholding Group will exchange 200,000 common shares of the Company for the one common share of Asia Grand Will Limited held by Image P2P. Asia Grand Will Limited is the holding company for the Company’s operations in the PRC. Also pursuant to the Agreements, the Image P2P Shareholding Group, Image P2P and Image P2P’s subsidiaries will transfer to the Company (i) all of its right, title and interest to the intellectual property, including copyrights, patents, trademarks, process technology and production know-how, of Image P2P and its subsidiaries, (ii) the exclusive distribution rights in the PRC and worldwide for all products of Image P2P and its subsidiaries, (iii) the exclusive right to all intellectual property developed by Image P2P and its subsidiaries in the future and (iv) the exclusive distribution rights in the PRC and worldwide for all products of Image P2P and its subsidiaries developed in the future.

 

 F-7 
   

 

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.

 

The Company is currently reviewing and revising its future business plans. To date, the Company has not yet identified its future business plans.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

 

Certain reclassifications have been made to the prior period’s consolidated financial statements to conform to the current period’s presentation.

 

Principles of consolidation

 

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated. The consolidated financial statements include 100% of assets, liabilities, and net income or loss of those wholly-owned subsidiaries.

 

The Company’s subsidiaries are listed as follows:

 

   Place of 

Attributable

equity interest % as of

December 31,

   Authorized
Name of Company  incorporation  2018   2017   capital
Image P2P Trading Group Limited (“BVI”)  British Virgin Islands   100    100   USD 50,000
Asia Grand Will Limited (“AGWL”)  Hong Kong   Nil    100   HKD 1
Fuzhi Yuan (Shenzhen) Holdings Limited (“FZHL”)  PRC   Nil    100   RMB 500,000
Jiangxi Fu Zhi Yuan Biotechnology Co., Limited (“FZY”)  PRC   Nil    100   RMB 50,000,000

 

Use of estimates

 

In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates.

 

Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. The Company had $0 in cash and cash equivalents as of December 31, 2018 and 2017.

 

 F-8 
   

 

Accounts receivable

 

Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered. As of December 31, 2018 and 2017, the Company had valuation allowance for doubtful accounts of $71,141 and $75,181, respectively, for the Company’s accounts receivable in discontinued operations. During the years ended December 31, 2018 and 2017, the Company recorded $0 and $72,409 bad debt expense, respectively, for the Company’s discontinued operations

 

Inventories

 

Inventories consisting of finished goods and raw materials are stated at the lower of cost or market value. Finished goods are comprised of direct materials, direct labor, inbound shipping costs, and an appropriate proportion of overhead. The Company using first in first out (“FIFO”) method of accounting for inventory. The Company recorded inventory impairment expenses in the amounts of $0 and $72,409 for the years ended December 31, 2018 and 2017, for the Company’s discontinued operations.

 

Advances and prepayments to suppliers

 

The Company makes advance payment to suppliers and vendors for the procurement of raw materials. Upon physical receipt and inspection of the raw materials from suppliers the applicable amount is reclassified from advances and prepayments to suppliers to inventory.

 

Property, plant and equipment

 

Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows:

 

  Buildings 20 years
  Equipment 3 - 10 years
  Motor vehicles 4 - 5 years
  Furniture and fixtures 5 - 10 years

 

The cost of maintenance and repairs is charged to expenses as incurred, whereas significant renewals and betterments are capitalized.

 

Construction in progress and prepayments for equipment

 

Construction in progress represents direct and indirect construction or acquisition costs for buildings. Prepayments for equipment represents advances and down-payments for equipment that is either yet to be delivered or has been delivered but requires installation and testing in order to be put in to use. Amounts recorded as construction in progress and prepayments for equipment are transferred to plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. The Company’s begins depreciating those assets when they have transferred to plant and equipment and put into use.

 

Land use rights

 

Land use rights are carried at cost and amortized on a straight-line basis over a specified period. Amortization is provided using the straight-line method over the life of 50 years.

 

Accounting for the impairment of long-lived assets

 

The Company annually reviews its long-lived assets for impairment or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may be the result of becoming obsolete from a change in the industry or new technologies. Impairment is present if carrying amount of an asset is less than its undiscounted cash flows to be generated.

 

 F-9 
   

 

If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

 

Revenue recognition

 

Revenues are recognized when control of the promised goods are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

the contract with a customer;
identify the performance obligations in the contract;
determine the transaction price;
allocate the transaction price to performance obligations in the contract; and
 recognize revenue as the performance obligation is satisfied.

 

The Company’s revenue is recognized at the date of shipment to customers when a formal arrangement exists, the delivery is completed, and no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as customer deposits. The Company’s revenue consists of invoiced value of goods, net of a value-added tax (VAT).

 

Advertising

 

All advertising costs are expensed as incurred.

 

Shipping and handling

 

Outbound shipping and handling are expensed as incurred.

 

Research and development

 

All research and development costs are expensed as incurred.

 

Retirement benefits

 

Retirement benefits in the form of mandatory government sponsored defined contribution plans are charged to the either expenses as incurred or allocated to inventory as part of overhead.

 

Income taxes

 

Income taxes are determined in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

 F-10 
   

 

For the years ended December 31, 2018 and 2017, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2018, the Company did not have any significant unrecognized uncertain tax positions.

 

The Company conducts major businesses in the PRC and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority.

 

Foreign currency translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

 

The accompanying financial statements are presented in United States dollars (“USD”). The functional currency of the Company and BVI is the USD. The functional currency of AGWL is the Hong Kong dollar (“HKD”). The functional currency of FZHL and FZY is the Renminbi (“RMB”).

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the USD are translated into USD, in accordance with ASC 830, “Translation of Financial Statements”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income (loss) within the statement of stockholders’ equity.

 

Exchange Rates  12/31/2018   12/31/2017 
Year end RMB : US$ exchange rate   6.8795    6.5097 
Average year RMB : US$ exchange rate   6.6036    6.7590 
           
Year end HKD : US$ exchange rate   7.7519    7.7519 
Average year HKD : US$ exchange rate   7.7519    7.7519 

 

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US Dollars at the rates used in translation.

 

Treasury Stock

 

The Company records treasury stock at cost.

 

Earnings per share

 

The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. As of for the years ended December 31, 2018 and 2017, the Company did not have any potentially dilutive securities outstanding.

 

Financial instruments

 

The carrying value of the Company’s financial instruments (excluding short-term bank borrowing and note payable): cash and cash equivalents, accounts receivable, accounts payable, amount due to a related party, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

 

 F-11 
   

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;
   
Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and
   
Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

 

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

Commitments and contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

 

Comprehensive income

 

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. The Company’s current component of other comprehensive income includes the foreign currency translation adjustment and unrealized gain or loss.

 

Recently Adopted Accounting Standards

 

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” The standard provides guidance on how certain cash receipts and payments are presented and classified in the statement of cash flows. For public entities, ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those annual periods, and requires a retrospective approach. The Company adopted this standard effective January 1, 2018 and the adoption did not have a material effect on the Company’s consolidated financial statements.

 

 F-12 
   

 

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” The standard requires that a statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents (collectively, “restricted cash”). Therefore, restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new guidance is effective for interim and annual periods beginning after December 15, 2017. The Company adopted this standard retrospectively effective January 1, 2018 and the adoption did not have a material effect on the Company’s consolidated financial statements.

 

Recent accounting pronouncements

 

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective for fiscal years beginning after December 15, 2018. The Company is evaluating the adoption of ASC 842, but has not determined the effects it may have on the Company’s consolidated financial statements.

 

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

 

3. GOING CONCERN

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

 

As of December 31, 2018, the Company had an accumulated deficit of $6,483,585 and net loss of $1,837,552 and net cash used in operations of $111,734 for the year ended December 31, 2018. Losses have principally occurred as a result of the substantial resources required for professional fees and general and administrative expenses associated with our operations. The continuation of the Company as a going concern through December 31, 2019 is dependent upon the continued financial support from its stockholders or external financing. Management believes the existing stockholders will provide the additional cash to meet with the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

 

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.

 

4. DISPOSAL OF SUBSIDIARIES

 

On November 28, 2018, the Company has entered into a Business Transfer Agreement and Share Exchange Agreement (the “Agreements”) with a group of the original shareholders of Image P2P (the “Image P2P Shareholding Group”), Image P2P and its subsidiaries. Pursuant to the Agreements, the Image P2P Shareholding Group will exchange 200,000 common shares of the Company for the one common share of Asia Grand Will Limited held by Image P2P. Asia Grand Will Limited is the holding company for the Company’s operations in the PRC. Also pursuant to the Agreements, the Image P2P Shareholding Group, Image P2P and Image P2P’s subsidiaries will transfer to the Company (i) all of its right, title and interest to the intellectual property, including copyrights, patents, trademarks, process technology and production know-how, of Image P2P and its subsidiaries, (ii) the exclusive distribution rights in the PRC and worldwide for all products of Image P2P and its subsidiaries, (iii) the exclusive right to all intellectual property developed by Image P2P and its subsidiaries in the future and (iv) the exclusive distribution rights in the PRC and worldwide for all products of Image P2P and its subsidiaries developed in the future.

 

 F-13 
   

 

Pursuant to the share exchange agreement, the Company transferred all of the subsidiary shares to the Image P2P Shareholding Group and received 200,000 common shares of the Company in return.

 

During the year ended December 31, 2018, the Company recorded a loss on disposal of $958,231. The Company has no continuing involvement in the operations of Asia Grand Will Limited. The disposal of Asia Grand Will Limited qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of Asia Grand Will Limited’s operations from its Consolidated Statements of Operations and Comprehensive Loss to present this business in discontinued operations.

 

The following table shows the results of operations of Asia Grand Will Limited for the year ended December 31, 2018 and 2017 which are included in the loss from discontinued operations:

 

   Years Ended
December 31,
 
   2018   2017 
         
Sales  $250,980   $1,357,717 
Cost of sales   433,190    2,284,536 
Gross loss   (182,211)   (926,819)
Selling and marketing expenses   46,032    112,689 
General and administrative expenses   292,880    1,640,416 
Operating loss   (521,123)   (2,679,924)
Government subsidy   20,539    88,106 
Interest income   -    13 
Other expenses   50    (44,385)
Interest expense   (146,562)   (252,857)
Loss before taxes   (647,196)   (2,889,047)
Income tax expense   (528)   - 
Net loss  $(647,723)  $(2,889,047)

 

The following table shows the carrying amounts of the major classes of assets and liabilities associated with Asia Grand Will Limited as of November 28, 2018:

 

   November 28, 2018 
Cash and cash equivalents  $16,332 
Accounts receivable, net   26,411 
Inventories   26,416 
Advances and prepayment to suppliers   64,599 
Prepaid taxes and taxes recoverable   93,489 
Total Current assets  $227,247 
      
Plant and equipment, net   10,328,609 
Construction in progress and prepayment for equipment   472,261 
Intangible assets, net   443,520 
Other assets   132,967 
Total Non-current Assets  $11,377,356 
      
Short-term bank loans   2,138,455 
Long-term bank loans – current portion   431,430 
Accounts payable   1,009,386 
Accrued liabilities and other payables   1,490,365 
Customers advances and deposits   55,165 
Due to related parties   4,231,072 
Total Current Liabilities  $9,355,873 
      
Loans payable   1,658,896 
Total Non-current Liabilities  $1,658,896 
      
Net assets and liabilities  $589,835 
Consideration received on disposal   - 
Recycling of accumulated other comprehensive income   368,397 
Loss on disposal  $958,231 

 

 F-14 
   

 

The following table summarizes the carrying amounts of the assets and liabilities from discontinued operations,

 

   December 31, 2018   December 31, 2017 
Cash and cash equivalents  $-   $64,856 
Accounts receivable, net          -    89,689 
Other receivables and other current assets   -    24,629 
Inventories   -    78,357 
Advances and prepayment to suppliers   -    10,523 
Prepaid taxes and taxes recoverable   -    99,863 
Total Current assets  $-   $367,917 
           
Plant and equipment, net   -    11,107,392 
Construction in progress and prepayment for equipment   -    504,459 
Intangible assets, net   -    524,547 
Other assets   -    142,032 
Total Non-current Assets  $-   $12,278,430 
           
Short-term bank loans   -    2,304,222 
Long-term bank loans – current portion   -    460,844 
Accounts payable   -    837,159 
Accrued liabilities and other payables   -    1,409,572 
Customers advances and deposits   -    58,926 
Due to related parties   -    4,518,858 
Total Current Liabilities  $-   $9,589,581 
           
Loans payable   -    1,771,997 
Total Non-current Liabilities  $-   $1,771,997 

 

 F-15 
   

 

5. INCOME TAXES

 

The Company operates in the United States and its wholly-owned subsidiaries operate in PRC, Hong Kong and British Virgin Islands (“BVI”) and files tax returns in these jurisdictions.

 

Loss from continuing operations before income tax expense (benefit) is as follows:

 

 

   For the Years Ended 
   December 31, 
   2018   2017 
Loss attributed to United States  $(231,597)  $(476,410)
Loss attributed to discontinued and foreign operations   (1,605,427)   (2,889,047)
Loss before income taxes  $(1,837,024)  $(3,365,457)

 

The expense (benefit) for income taxes from continuing operations consists of the following components:

 

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company’s financial statements for the year ended August 31, 2018 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 35% to 21% as well as other changes.

 

There was no provision for income taxes for the years ended December 31, 2018 and 2017, as the Company has tax losses in all jurisdictions. The expected approximate income tax rate for 2018 and 2017, for United States is 21%, Hong Kong is 16.5%, PRC is 25%, and BVI is a tax-exempt region. The total income tax benefit differs from the expected income tax benefit principally due to the valuation allowance recorded against the deferred tax assets which are principally comprised of net operating losses (“NOLs”).

 

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of December 31, 2018 and 2017:

 

   December 31, 
   2018   2017 
Deferred tax assets:          
NOL carryforwards          
United States  $(647,475)  $(969,550)
United States – effect of change in statutory rate   -    370,710 
Foreign   (1,121,965)   (720,608)
Change in valuation allowance   1,769,440    1,319,448 
Income tax expense (benefit)  $-   $- 

 

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $1,769,440 as of December 31, 2018. In 2018, the valuation allowance increased by $449,992, primarily relating to net operating loss carryforwards from the local and foreign tax regime.

 

The Company’s tax returns are subject to examination by United States tax authorities beginning with the year ended December 31, 2013.

 

 F-16 
   

 

6. RELATED PARTY TRANSACTIONS

 

Related parties’ relationships are as follows:

 

David Po Director, CEO and Majority Shareholder of the Company
Peng Qiu Shareholder of the Company
Min Huang Mr. Peng Qiu’s spouse
Yi Sheng Qiu Mr. Peng Qiu’s father
Wan An Fu Zhi Yuan Cha Ye Ltd. Co. Mr. Peng Qiu, CEO of the Company as shareholder and officer.
Wu Junrui Former management of the Company

 

Amounts due to related parties at December 31, 2018 and 2017 consist of the following:

 

   December 31, 2018   December 31, 2017 
David Po  $642,063   $479,893 
   $642,063   $479,893 

 

The owing to related parties consist of working capital advances and borrowings. These amounts are due on demand and are non-interest bearing.

 

On November 28, 2018, the Image P2P Shareholding Group has exchanged 200,000 common shares of the Company for the one common share of Asia Grand Will Limited held by Image P2P. Asia Grand Will Limited is the holding company for the Company’s operations in the PRC. Effectively, the Company has sold its operations in the PRC to the Image P2P Shareholding Group with the consideration of 200,000 common shares of the Company in return. The common shares have $0 fair value as of November 28, 2018. Asia Grand Will Limited has net asset value of $589,835 and accumulated other comprehensive income of $368,397 prior to disposal, totaled $958,231. Accordingly, a loss of disposal of subsidiary of $958,231 is recognized in the consolidated statements of operations and comprehensive loss.

 

7. STOCKHOLDERS’ EQUITY (DEFICIT)

 

Preferred Stock

 

The Company is authorized to issue 50,000 shares, with a stated par value of $0.001 per share with such powers, preferences, rights and restrictions which shall be determined by the Corporation’s Board of Directors in its sole discretion, and which designations and issuances shall not require the approval of the shareholders of the Corporation.

 

As of December 31, 2018 and 2017, 50,000 shares of preferred stock were issued and outstanding.

 

Common Stock

 

The Company is authorized to issue 2,000,000,000 shares of common stock at a par value of $0.001.

 

On November 14, 2017, pursuant to the Share Exchange Agreement (see Note 1), the Company issued 500,000,000 shares of common stock to the stockholders of Image P2P in exchange for the Image P2P shares. As a result of the reverse acquisition accounting, these shares issued to the former Image P2P stockholders are treated as being outstanding from the date of issuance of the Image P2P shares.

 

During the year ended December 31, 2018, the Company has not issued any common stock.

 

On November 28, 2018, the Company has entered into a Business Transfer Agreement and Share Exchange Agreement Note 1) with a group of the original shareholders of Image P2P (the “Image P2P Shareholding Group”), Image P2P and its subsidiaries. Pursuant to the Agreements, the Image P2P Shareholding Group will exchange 200,000 common shares of the Company for the one common share of Asia Grand Will Limited held by Image P2P. 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 following table summarizes the Company’s stock repurchase activity during the years ended December 31, 2018 and 2017:

 

   Shares repurchased   Average repurchase price   Repurchased 
During the years ended December 31,               
2018   200,000   $        -   $             - 
2017   -   $-   $- 

 

As of December 31, 2018 and 2017, 507,270,882 shares of common stock were issued.

 

8. SUBSEQUENT EVENTS

 

The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date.

 

 F-17