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EX-31.1 - CERTIFICATION - IMMAGE BIOTHERAPEUTICS CORP.epic_ex311.htm
EX-32.1 - CERTIFICATION - IMMAGE BIOTHERAPEUTICS CORP.epic_ex321.htm

 

 

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 March 31, 2015

 

or

 

¨

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

 

For the transition period from _________ to ___________

 

333-185368

Commission File Number

 

EPICURE CHARCOAL, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

45-5538945

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

6910 Salashan Parkway Ferndale, Washington

 

98248

(Address of principal executive offices)

 

(Zip Code)

 

(775)-321-8228

(Registrant’s telephone number, including area code)

 

_____________________________________________________________ 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes   ¨ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, 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 check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

 

 

  

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

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court ¨ Yes   ¨ No

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 7, 2015 EPICURE CHARCOAL, INC. had 100,201,547 shares of common stock issued and outstanding.

 

 

 

Table of Contents

 

PART I—FINANCIAL INFORMATION

   

 

 

 

Item 1.

Financial Statements.

   

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

   

5

 

Item 4.

Controls and Procedures.

   

5

 

 

 

 

PART II—OTHER INFORMATION

   

6

 

 

 

 

Item 1.

Legal Proceedings.

   

6

 

Item 1A.

Risk Factors.

   

6

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

   

6

 

Item 3.

Defaults Upon Senior Securities.

   

6

 

Item 5.

Other Information.

   

6

 

Item 6.

Exhibits.

   

7

 

 

 

SIGNATURES

   

8

 

 

 
2

 

PART I—FINANCIAL INFORMATION

 

EPICURE CHARCOAL, INC.

FINANCIAL STATEMENTS

March 31, 2015

 

BALANCE SHEETS

 

F-1

 
     

STATEMENTS OF OPERATIONS

   

F-2

 
     

STATEMENTS OF CASH FLOWS

   

F-3

 
     

NOTES TO FINANCIAL STATEMENTS

   

F-4

 

 

 
3

 

EPICURE CHARCOAL, INC.

 

BALANCE SHEETS

 

    March 31,
2015
September 30,
2014

 

    (Unaudited)
           

ASSETS

         
           

CURRENT ASSETS

         

Cash

 

$

23

 

 

$

2,342

 

TOTAL ASSETS

 

$

23

 

 

$

2,342

 

           

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

       
           

CURRENT LIABILITIES

         

Accounts payable and accrued liabilities

 

$

13,690

 

 

$

1,841

 

Loans from Related Party

   

22,116

 

22,116

 

TOTAL CURRENT LIABILITIES

 

$

35,806

 

 

$

23,957

 

           

STOCKHOLDERS' DEFICIT

         

Capital stock

         

Authorized 200,000,000 shares of common stock, $0.001 par value

 

       

Issued and outstanding 100,201,647 shares of common stock

 

$

100,202

 

 

$

100,202

 

Additional Paid in Capital

 

(89,330

)

(89,330

)

Deficit accumulated during the development stage

 

(46,655

)

(32,487

)

TOTAL STOCKHOLDERS' DEFICIT

 

$

(35,783

)

 

$

(21,615

)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$

23

 

 

$

2,342

 

 

The accompanying notes are an integral part of these financial statements

 

 
F-1

 

EPICURE CHARCOAL, INC.

 

STATEMENTS OF OPERATIONS

(Unaudited)

 

  Three months Three months Six months Six months

 

  ended ended ended ended

 

  March 31,
2015
March 31,
2014
March 31,
2015
March 31,
2014

 

EXPENSES

               
                 

Office and general

 

$

1,499

 

 

$

839

 

 

$

3,533

 

 

$

3,043

 

Professional Fees

 

3,000

 

1,800

 

10,635

 

10,221

 

Total Expenses

 

$

4,499

 

 

$

2,639

 

 

$

14,168

 

 

$

13,264

 

                 

Operating Loss

(4,499

)

(2,639

)

(14,168

)

(13,264

)

                 

NET LOSS

 

$

(4,499

)

 

$

(2,639

)

 

$

(14,168

)

 

$

(13,264

)

                 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

 

100,201,647

 

622,177,647

 

100,201,647

 

1,017,961,647

 

 

The accompanying notes are an integral part of these financial statements

 

 
F-2

 

EPICURE CHARCOAL, INC.

 

STATEMENTS OF CASH FLOWS

(Unaudited)

 

    Six months Six months  
    ended ended  
    March 31,
2015
March 31,
2014
 
             

OPERATING ACTIVITIES

         
 

Net loss

 

$

(14,168

)

 

$

(13,264

)

 

Adjustment to reconcile net loss to net cash

         
 

Increase (decrease) in payables

 

11,850

 

1,800

 
 

Loan Payable - Related Party

 

-

 

2,569

 

 

 

         

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

$

(2,318

)

 

$

(8,895

)

FINANCING ACTIVITIES

         
 

Proceeds from sale of common stock

 

-

 

5,872

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

$

-

 

 

$

5,872

 
             

NET INCREASE (DECREASE) IN CASH

 

$

(2,318

)

 

$

(3,023

)

             

CASH, BEGINNING OF PERIOD

 

$

2,342

 

 

$

7,215

 
             

CASH, END OF PERIOD

 

$

23

 

 

$

4,193

 
             

Supplemental cash flow information and noncash financing activities:

 

Cash paid for:

         
 

Interest

 

$

-

 

 

$

-

 
             
 

Income taxes

 

$

-

 

 

$

-

 

 

 
F-3

 

EPICURE CHARCOAL, INC.

 

STATEMENTS OF CASH FLOWS

(Unaudited)

 

    Six months Six months  
    ended ended  
    March 31,
2015
March 31,
2014
 
             

 OPERATING ACTIVITIES

         
 

Net loss

 

$

(14,168

)

 

$

(13,264

)

 

Adjustment to reconcile net loss to net cash

         
 

Increase (decrease) in payables

 

11,850

 

1,800

 
 

Loan Payable - Related Party

 

-

 

2,569

 
             

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

$

(2,318

)

 

$

(8,895

)

FINANCING ACTIVITIES

         
 

Proceeds from sale of common stock

 

-

 

5,872

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

$

-

 

 

$

5,872

 
             

NET INCREASE (DECREASE) IN CASH

 

$

(2,318

)

 

$

(3,023

)

             

CASH, BEGINNING OF PERIOD

 

$

2,341

 

 

$

7,215

 
             

CASH, END OF PERIOD

 

$

23

 

 

$

4,193

 
             

Supplemental cash flow information and noncash financing activities:

 

Cash paid for:

         
 

Interest

 

$

-

 

 

$

-

 
             
 

Income taxes

 

$

-

 

 

$

-

 

 

 
F-4

 

EPICURE CHARCOAL, INC.

 

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

March 31, 2015

 

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

The Company was incorporated in the State of Nevada as a for-profit Company on June 21, 2012 and established a fiscal year end of September 30. We are a Company which intends to sell charcoal made from hard wood for BBQs and restaurants.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The financial statements present the balance sheet, statements of operations, stockholders' equity (deficit) and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

 

Advertising

 

Advertising costs will be expensed as incurred. As of March 31, 2015, no advertising costs have been incurred.

 

Property

 

The Company does not own or rent any property. The office space is provided by the president at no charge.

 

Use of Estimates and Assumptions

 

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

 

Income Taxes

 

The Company follows the liability method of accounting for income taxes. 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 balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

 

Net Loss per Share

 

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

 

Recent Accounting Pronouncements

 

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

 

 
F-5

 

NOTE 3 – GOING CONCERN

 

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $35,783, an accumulated deficit of $46,655 and net loss from operations since inception of $46,655. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing Founder’s shares.

 

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

 

The officers and directors have committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs.

 

NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.

 

NOTE 5 – CAPITAL STOCK

 

The Company’s capitalization is 200,000,000 common shares with a par value of $0.001 per share. No preferred or common shares have been authorized or issued.

 

As of March 31, 2015, the Company had 100,201,647 shares of common shares issued and outstanding.

 

On February 26, 2014, 1,304,940,000 founder's shares were retired for cash of $10.

 

As of March 31, 2015, the Company has not granted any stock options and has not recorded any stock-based compensation.

 

NOTE 6 – LOAN PAYABLE – RELATED PARTY LOANS

 

The Company has received $22,116 as a loan from a related party. The loan is payable on demand and without interest.

 

NOTE 7 – INCOME TAXES

 

We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Accounting for Uncertainty in Income Taxes when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.

 

 
F-6

 

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of March 31, 2015 are as follows:

 

    March 31,
2015
    March 31,
2014
 
         

Net operating loss carried forward

 

46,655

   

32,487

 

Effective tax rate

   

35

%

   

35

%

Deferred tax assets

   

16,329

     

11,370

 

Less: Valuation Allowance

 

(16,329

)

 

(11,370

)

Net deferred tax asset

 

$

0

   

$

0

 

  

The net federal operating loss carry forward will expire between 2027 and 2028. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

 

 
F-7

 

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

 

This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

 

Results of Operations

 

For the period from inception (June 21, 2012) to March 31, 2015 we had no revenue. Expenses for the three month period ended March 31, 2015 totaled $4,499 resulting in a net loss of $4,499 as compared to a net loss of $2,639 for the three months ended March 31, 2014. The increase in net loss for the three month period ended March 31, 2015, is a result of professional fees in the amount of $3,000 and office and general expense of $1,499 as compared to professional fees in the amount of $1,800 and office and general expense of $839 for the three month period ended March 31, 2014.

 

Expenses for the three month period ended March 31, 2015, totaled $14,168 resulting in a net loss of $14,168 as compared to a net loss of $3,043 for the six months ended March 31, 2014. The increase in net loss for the six month period ended March 31, 2015, is a result of professional fees in the amount of $10,635 and office and general expense of $3,533 as compared to professional fees in the amount of $10,221 and office and general expense of $3,043 for the six month period ended March 31, 2014.

 

Capital Resources and Liquidity

 

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. With the exception of cash advances from our sole Officer and Director, our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year.

 

As of March 31, 2015, we had $23 in cash as compared to $2,342 in cash at September 30, 2014. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status. As of March 31, 2015, the Company’s sole officer and director, Mr. Robertson, has loaned the Company $22,116 and he has indicated that he may be willing to provide a maximum of $25,000, as required to maintain the reporting status, in the form of a non-secured loan for the next twelve months as the expenses are incurred if no other proceeds are obtained by the Company. However, there is no contract or written agreement in place.

 

We do not anticipate researching and releasing any further features to our software nor do we foresee the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees.

 

Off-balance sheet arrangements

 

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

 

 
4

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

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

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period 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 or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

 

In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's principal executive officer and principal financial officer. Based upon that evaluation, our company's principal executive officer and principal financial officer concluded that subject to the inherent limitations noted in this Part II, Item 9A(T) as of December 31, 2014, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

 
5

 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

 

No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

 

Item 1A. Risk Factors.

 

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

 

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

 

None

 

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 5. Other Information.

 

None

 

 
6

 

Item 6. Exhibits.

 

31.1

 

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

     

31.2

 

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *

     

32.1

 

Section 1350 Certification of Chief Executive Officer

     

32.2

 

Section 1350 Certification of Chief Financial Officer **

______________ 

* Included in Exhibit 31.1

 

** Included in Exhibit 32.1

 

 
7

 

SIGNATURES

 

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

 

 

  Epicure Charcoal, Inc.
(Registrant)
 
       
Date: May 7, 2015 By: /s/ Alex Robertson  
    President and Director  
    Principal and Executive Officer  
    Principal Financial Officer  
Principal Accounting Officer

 

 

 

8