UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended December 31, 2014

 

OR

 

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

 

Commission File Number: 333-189359

 

IMAGE INTERNATIONAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		20-3204968
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)
8105 Birch Bay Square St. Suite 205, Blaine, WA		98230
(Address of principal executive offices)		(Zip Code)

 

(518) 638-8192

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filed,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

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

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of February 12, 2015, the Company had 14,059,000 shares of common stock outstanding.

 

 

 

IMAGE INTERNATIONAL GROUP, INC.

Quarterly Report on Form 10-Q

For the Period Ended December 31, 2014

 

FORWARD-LOOKING STATEMENTS

 

This Form 10-Q for the quarterly period ended December 31, 2014 contains forward-looking statements that involve risks and uncertainties. Forward-looking statements in this document include, among others, statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve assumptions, risks and uncertainties regarding, among others, the success of our business plan, availability of funds, government regulations, operating costs, our ability to achieve significant revenues, our business model and products and other factors. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. In evaluating these statements, you should consider various factors, including the assumptions, risks and uncertainties set forth in reports and other documents we have filed with or furnished to the SEC. These factors or any of them may cause our actual results to differ materially from any forward-looking statement made in this document. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding future events, our actual results will likely vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. The forward-looking statements in this document are made as of the date of this document and we do not intend or undertake to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine-month period ended December 31, 2014 are not necessarily indicative of the results that can be expected for the year ending March 31, 2015.

 

 

IMAGE INTERNATIONAL GROUP, INC.

(formerly Owlhead Minerals Corp.)

December 31, 2014

(Expressed in U.S. dollars)

(unaudited)

 

	Page
Consolidated Balance Sheets	5
Consolidated Statements of Operations	6
Consolidated Statements of Cash Flows	7
Notes to the Consolidated Financial Statements	8

 

 

IMAGE INTERNATIONAL GROUP, INC.

(formerly Owlhead Minerals Corp.)

Consolidated Balance Sheets

(Expressed in U.S. dollars)

 

		December 31, 2014 $				March 31, 2014 $
		(unaudited)
ASSETS
Current Assets
Cash			7,138				16,376
Amounts receivable			–				258
Prepaid expenses and deposits (Note 4)			1,000				1,000
Total Current Assets			8,138				17,634
Mineral property costs			29,919				29,919
Total Assets			38,057				47,553
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities			8,545				7,085
Due to related parties (Note 4)			159,500				87,000
Total Liabilities			168,045				94,085
Nature of operations and continuance of business (Note 1)
Commitments (Note 6)
Stockholder’s Deficit
Common stock, 1,000,000,000 shares authorized, $0.001 par value 14,059,000 shares issued and outstanding			14,059				14,059
Additional paid-in capital			784,941				784,941
Deferred compensation (Note 5)			–				(133,647	)
Accumulated deficit			(928,988	)			(711,885	)
Total Stockholder’s Deficit			(129,988	)			(46,532	)
Total Liabilities and Stockholder’s Deficit			38,057				47,553

 

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

 

 

IMAGE INTERNATIONAL GROUP, INC.

(formerly Owlhead Minerals Corp.)

Consolidated Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

(unaudited)

 

		Three months ended								Nine months ended
		December 31,								December 31,
		2014				2013				2014				2013
		$				$				$				$
Revenue			–				–				–				–
Expenses
Consulting fees (Note 5)			38,845				40,329				119,164				120,555
Foreign exchange loss (gain)			845				168				780				172
General and administrative			3,684				682				7,001				4,626
Management fees (Note 4)			22,500				22,500				67,500				67,500
Mineral exploration costs (Note 5)			2,049				20,549				14,583				32,841
Professional fees			500				1,500				8,075				18,152
Total Expenses			68,423				85,728				217,103				243,846
Net Loss and Comprehensive Loss			(68,423	)			(85,728	)			(217,103	)			(243,846	)
Net Loss Per Share, Basic and Diluted			(0.00	)			(0.01	)			(0.02	)			(0.02	)
Weighted Average Shares Outstanding			14,059,000				14,059,000				14,059,000				13,413,263

 

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

 

 

IMAGE INTERNATIONAL GROUP, INC.

(formerly Owlhead Minerals Corp.)

Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

(unaudited)

 

		Nine months				Nine months
		Ended				ended
		December 31, 2014				December 31, 2013
		$				$
Operating Activities
Net loss			(217,103	)			(243,846	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services			133,647				139,027
Changes in operating assets and liabilities:
Amounts receivable			258				90
Prepaid expenses and deposits			–				3,500
Accounts payable and accrued liabilities			1,460				6,795
Due to related parties			72,500				64,500
Net Cash Used In Operating Activities			(9,238	)			(29,934	)
Investing Activities
Acquisition of mineral properties			–				(3,600	)
Net Cash Used In Investing Activities			–				(3,600	)
Decrease in Cash			(9,238	)			(33,534	)
Cash, Beginning of Period			16,376				56,563
Cash, End of Period			7,138				23,029
Non-cash Investing and Financing Activities:
Common stock issued to settle related party debt			–				308,500
Supplemental Disclosures:
Interest paid			–				–
Income taxes paid			–				–

 

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

 

 

IMAGE INTERNATIONAL GROUP, INC.

(formerly Owlhead Minerals Corp.)

Notes to the Consolidated Financial Statements

December 31, 2014

(Expressed in U.S. dollars)

(unaudited)

 

1.	Basis of Presentation

 

The accompanying consolidated interim financial statements of Image International Group, Inc. (formerly Owlhead Minerals Corp.) (the “Company”) should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.

 

These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at December 31, 2014, the Company has a working capital deficiency of $159,907 and has accumulated losses of $928,988 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

2.	Significant Accounting Policies

 

	(a)	Principles of Consolidation
		The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Owlhead Minerals (BC) Corp. All inter-company accounts and transactions have been eliminated on consolidation.
	(b)	Recent Accounting Pronouncements
		The Company has limited operations and is considered to be in the development stage. During the period ended December 31, 2014, the Company elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.
		The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

  

 

IMAGE INTERNATIONAL GROUP, INC.

(formerly Owlhead Minerals Corp.)

Notes to the Consolidated Financial Statements

December 31, 2014

(Expressed in U.S. dollars)

(unaudited)

 

3.	Mineral Properties
	On December 18, 2012, the Company entered into an agreement to acquire a 100% interest in 16 mineral claims located in British Columbia, Canada for Cdn$10,000 in cash and 1,500,000 in common shares.
	To earn this interest, the Company must make a payment of Cdn$10,000 (paid) and issue a total of 1,500,000 shares of common stock as follows:

 

	●	150,000 shares of common stock upon the completion of a satisfactory initial geological report on the claims by a qualified and independent geologist (issued with a fair value of $15,000);
	●	150,000 shares of common stock on upon completion of an initial work program of up to Cdn$50,000 and the completion of a satisfactory 43-101 report on the claims;
	●	200,000 shares of common stock upon completion of a work program costing up to Cdn$200,000 showing satisfactory results; and
	●	1,000,000 shares of common stock upon the successful results of a ten-hole drilling program.

 

The option or retains a 2.5% net smelter royalty of which it can be purchased for $1,000,000 by the Company. The Company purchased some additional claims in the same area.

 

4.	Related Party Transactions

 

	(a)	During the nine months ended December 31, 2014, the Company incurred management fees of $36,000 (2013 - $36,000) to a company controlled by the President of the Company.
	(b)	During the nine months ended December 31, 2014, the Company incurred management fees of $31,500 (2013 - $31,500) to a company controlled by the Chief Financial Officer of the Company.
	(c)	During the nine months ended December 31, 2014, the Company incurred consulting fees of $113,375 (2013 – $113,065) to a director of the Company.
	(d)	As at December 31, 2014, the Company owes $89,000 (March 31, 2014 - $48,000) to a company controlled by the President of the Company which is non-interest bearing, unsecured, and due on demand.
	(e)	As at December 31, 2014, the Company owes $70,500 (March 31, 2014 - $39,000) to a company controlled by the Chief Financial Officer of the Company which is non-interest bearing, unsecured, and due on demand.
	(f)	As at December 31, 2014, the Company had $1,000 (March 31, 2014 - $1,000) in prepaid expense incurred to a director of the Company.

 

5.	Deferred Compensation

 

	(a)	On November 1, 2012, the Company issued 500,000 shares of common stock with a fair value of $50,000 to a mining consultant. During the period ended December 31, 2014, $14,583 (2013 - $18,473) was expensed as mineral exploration costs which reflects the pro-rata portion of the services provided to December 31, 2014. As of December 31, 2014, the remaining amount of $nil (March 31, 2014 - $14,583) was recorded as deferred compensation. The fair value of the shares was determined based on the issuance of shares of common stock at $0.10 per share to various arm’s length parties during the period.
	(b)	On November 1, 2012, the Company issued 200,000 shares of common stock with a fair value of $20,000. During the period ended December 31, 2014, $5,689 (2013 - $7,490) was expensed as consulting fees which reflects the pro-rata portion of the services provided to December 31, 2014. As of December 31, 2014, the remaining amount of $nil (March 31, 2014 - $5,689) was recorded as deferred compensation. The fair value of the shares was determined based on the issuance of shares of common stock at $0.10 per share to various arm’s length parties during the period.

 

 

IMAGE INTERNATIONAL GROUP, INC.

(formerly Owlhead Minerals Corp.)

Notes to the Consolidated Financial Statements

December 31, 2014

(Expressed in U.S. dollars)

(unaudited)

 

5.	Deferred Compensation (continued)

 

(c)

On January 1, 2013, the Company issued 3,000,000 shares of common stock with a fair value of $300,000 to a director of the Company. During the period ended December 31, 2014, $113,374 (2013 - $113,064) was expensed as consulting fees which reflects the pro-rata share of the services provided to December 31, 2014. As of December 31, 2014, the remaining amount of $nil (March 31, 2014 - $113,374) was recorded as deferred compensation. The fair value of the shares was determined based on the issuance of shares of common stock at $0.10 per share to various arm’s length parties during the period.

 

6.

Commitments

 

	(a)	On January 1, 2010, the Company entered into an agreement with a Company controlled by the President of the Company and agreed to pay $2,500 per month. On January 1, 2012, the Company increased the rate to $3,500 per month. On January 1, 2013, the Company increased the rate to $4,000 per month for a period of five years.
	(b)	On January 1, 2010, the Company entered into an agreement of the Chief Financial Officer of the Company and agreed to pay $2,000 per month. On January 1, 2012, the Company increased the rate to $3,000 per month. On January 1, 2013, the Company increased the rate to $3,500 per month for a period of five years.

  

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

 

Results of Operations for the Period from September 30, 2014 through December 31, 2014

 

During the nine month period ended December 31, 2014, the Company incurred a loss of $217,103 (2013 - $243,846). Consulting fees for the nine month period ended December 31, 2014 were $119,164 (2013 - $120,555), and mineral exploration costs in the nine month period ended December 31, 2014 were $14,583 (2013 - $32,841).

 

Management fees were $67,500 in the nine months ended December 31, 2014 (2013 - $67,500).

 

Professional fees for the nine month period ended December 31, 2014 were $8,075 (2013 - $18,152) relating to audit fees.

 

In the nine month period ended December 31, 2014, $133,647 of operating costs (2013 - $139,027) were non-cash and paid for, via issuance of shares in fiscal 2013, the fair value of the share issuances were being amortized over a period of one-to-two years depending on the contract.

 

Following extensive research and discussion with an experienced gemstone and jewellery consultant, the Company decided to expand its business focus to include the acquisition of gemstone and other precious mineral resources and retail jewellery and gemstone outlets. In order to appropriately reflect the Company’s expanded and more comprehensive and inclusive business plan, the Company changed its name to Image International Group, Inc. on December 23, 2014.

 

We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

 

Capital Resources and Liquidity

 

The Company has limited financial resources as at December 31, 2014 with funds on hand of $7,138 (March 31, 2014 - $16,376). As at December 31, 2014 the Company has a working capital deficit of $159,907 compared to $76,451 as at March 31, 2014.

 

Amounts due to related parties were $159,500 as at December 31, 2014 (March 31, 2014 - $87,000).

 

The Company has no employees other than officers and uses consultants as and when necessary.

 

The Company’s ability to continue as a going concern is dependent on its available cash and its ability to raise additional funds in the near future to support corporate operations and the exploration of our mineral property.

 

Limited Operating History; Need for Additional Capital

 

There is no historical financial information about us upon which to base an evaluation of our performance. We have no revenue generating assets. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services.

 

The Company is aware that additional financing will be required in order to continue its pursuit of a mineral property opportunity or comparable opportunity in a related field. There is no assurance that additional funding will be successfully completed.

 

We will require additional financing to cover our costs that we expect to incur over the next twelve months. We believe that debt financing will not be an alternative for funding our operations, as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operations. In the absence of such financing, we will not be able to continue and our business plan will fail.

 

 

Cash from Operating Activities

 

During the nine month period ended December 31, 2014, the Company used $9,238 (2013 - $29,934) to fund operations. Certain expenses that were amortized during this period were settled via share issuance in a prior period. Management fees have not been paid in order to maintain funds.

 

Cash from Financing Activities

 

We have funded our business to date primarily from sales of our common stock but did not sell any common stock during the nine months ended December 31, 2014. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our operations and our business will fail.

 

Future Financing

 

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

 

Off-Balance Sheet Arrangements

 

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

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 

Item 4. Controls and Procedures.

 

We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2014 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below.

 

Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended December 31, 2014 fairly present our financial condition, results of operations and cash flows in all material respects.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.

 

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

 

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

 

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

 

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the Evaluation Date.

 

Management assessed the effectiveness of the Company’s internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:

 

Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.

 

Insufficient Written Policies & Procedures: We have insufficient written policies and procedures for accounting and financial reporting.

 

Inadequate Financial Statement Closing Process: We have an inadequate financial statement closing process.

 

Lack of Audit Committee: The lack of a functioning audit committee and lack of a majority of outside directors on the Company’s Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

 

Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) prepare and implement sufficient written policies and checklists for financial reporting and closing processes and (4) may consider appointing outside directors and audit committee members in the future.

 

Management, including our Chief Executive Officer and the Chief Financial Officer, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

 

This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this quarterly report.

 

 

Changes in internal control over financial reporting

 

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2014 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

 

Limitations on the effectiveness of controls and procedures

 

Our management, including our Chief Executive Officer and the Chief Financial Officer, do not expect that the our controls and procedures will prevent all potential errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

 

Changes in Internal Control Over Financial Reporting

 

During the period covered by this report, there have not been any changes in our internal controls that have materially affected or are reasonably likely to materially affect, the our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are not presently a party to any legal proceedings and, to our knowledge, no such proceedings are threatened or pending.

 

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

 

No stock was sold during the nine months ended December 31, 2014.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

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

 

No matters were submitted to our security holders for a vote during the nine months ended December 31, 2014.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

The following exhibits are attached hereto:

 

Exhibit No.		Description of Exhibits
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
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.

** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.

 

 

SIGNATURES

 

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

 

IMAGE INTERNATIONAL GROUP, INC.

 

By:	/s/ Geoff Armstrong
	Geoff Armstrong
	Chief Executive Officer
	(Principal Executive Officer)
	February 13, 2015