Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2015 | Aug. 14, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | IMMAGE BIOTHERAPEUTICS CORP. | |
Entity Central Index Key | 1,564,273 | |
Trading Symbol | immg | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 100,201,045 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Jun. 30, 2015 | Sep. 30, 2014 |
Current Assets | ||
Cash and cash equivalents | $ 74,963 | $ 2,342 |
Total Current Assets | 74,963 | 2,342 |
TOTAL ASSETS | 74,963 | 2,342 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 8,984 | 1,841 |
Loans from related party | 26,725 | 22,116 |
Short term loan | 22,116 | |
Total Current Liabilities | 57,825 | 23,957 |
Stockholders' Deficit | ||
Common stock: 200,000,000 authorized; $0.001 par value 100,801,045 and 100,201,045 shares issued and outstanding, respectively | 100,801 | 100,202 |
Common stock subscribed | 3,000 | |
Additional paid-in capital | 357,514 | (89,330) |
Subscriptions receivable | (375,000) | |
Accumulated deficit | (69,177) | (32,487) |
Total Stockholders' Deficit | 17,138 | (21,615) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 74,963 | $ 2,342 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2015 | Sep. 30, 2014 |
BALANCE SHEETS | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued | 100,801,045 | 100,201,045 |
Common stock, shares outstanding | 100,801,045 | 100,201,045 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Operating Expenses | ||||
General and administrative | $ 4,303 | $ 685 | $ 7,835 | $ 3,728 |
Professional fees | 18,220 | 3,451 | 28,855 | 13,672 |
Total operating expenses | 22,523 | 4,136 | 36,690 | 17,400 |
Loss before income tax | $ (22,523) | $ (4,136) | $ (36,690) | $ (17,400) |
Income tax provision | ||||
Net loss | $ (22,523) | $ (4,136) | $ (36,690) | $ (17,400) |
Basic and dilutive loss per share (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding (in shares) | 100,260,385 | 1,405,141,647 | 100,220,845 | 1,404,700,479 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (36,690) | $ (17,400) |
Adjustment to reconcile net loss to net cash | ||
Accounts payable and accrued liabilities | 7,143 | 2,045 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | $ (29,547) | $ (15,355) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Loans from related party | $ 27,168 | $ 3,060 |
Proceeds from sale of common stock | 75,000 | 5,882 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 102,168 | 8,942 |
Net increase (decrease) in cash and cash equivalents | 72,621 | (6,413) |
Cash and cash equivalents, beginning of period | 2,342 | 7,215 |
Cash and cash equivalents, end of period | $ 74,963 | $ 802 |
Supplemental cash flow information | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-cash transactions: | ||
Loans forgiven by related party | $ 443 | |
Subscription receivable | $ 375,000 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 9 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION Immage Biotherapeutics (the "Company") was incorporated in the State of Nevada on June 21, 2012 and established a fiscal year end of September 30. Immage Biotherapeutics is a biotechnology company developing cancer immunotherapy through the rapid and efficient development of cutting edge immunotherapy candidates using bioinformatics and outsourced laboratory resources. On May 8, 2015, a change in control of the Company occurred by virtue of the Company's largest shareholder, William Alex Robertson selling 60,058,909 shares of the Company's common stock to Coventry International Limited, a Hong Kong corporation. Such shares represent 59.9% of the Company's total issued and outstanding shares of common stock. On May 21, 2015, the Company filed Articles of Merger with the Nevada Secretary of State whereby it entered into a statutory merger with its wholly-owned subsidiary, Immage Biotherapeutics Corp. The Company was the surviving entity and then changed its name to "Immage Biotherapeutics Corp." and ticker symbol to "IMMG". Following the merger and the quarter ended June 30, 2015, Immage Biotherapeutics commenced with its business plan to develop as a biotechnology company developing cancer immunotherapy through the rapid and efficient development of cutting edge immunotherapy candidates using bioinformatics and outsourced laboratory resources. Following June 30, 2015, even though much of the in vitro will be done with contract research organization, Immage Biotherapeutics will conduct many of the in vitro studies using certain purchased equipment, including but not limited to the expenditure of just less than $40,000 equipment as described in the Form 8-K filed on July 28, 2015. Following the commencement of the implementation of the business plan and the purchase of equipment, Immage Biotherapeutics ceased being a shell company. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. The interim financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. The financial statements are stated in United States dollars. Use of Estimates and Assumptions Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Recent Accounting Pronouncements The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company's financial statement. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Jun. 30, 2015 | |
Going Concern [Abstract] | |
GOING CONCERN | 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 of $17,138, an accumulated deficit of $69,177. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan. There can be no assurance that the Company will be successful in this in order to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | NOTE 4 – CAPITAL STOCK The Company has authorized 200,000,000 common shares with a par value of $0.001 per share. On June 8, 2015, the Company entered into a subscription agreement with its major shareholders. Pursuant to the agreement, this shareholder will purchase 3,600,000 common shares for $0.125 per share. On June 22, 2015, $75,000 was received by the Company and 600,000 common shares were issued to this shareholder. The remaining 3,000,000 common shares were recorded as common stock subscribed. As of June 30, 2015, the Company has not granted any stock options and has not recorded any stock-based compensation. |
LOAN PAYABLE - RELATED PARTY LO
LOAN PAYABLE - RELATED PARTY LOANS | 9 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
LOAN PAYABLE - RELATED PARTY LOANS | NOTE 5 – LOAN PAYABLE – RELATED PARTY LOANS Prior to September 30, 2015, the Company received $22,116 as a loan from its previous shareholder. The loan is payable on demand, unsecured, and non-interest bearing. On June 30, 2015, it was reclassified as short term loan since the previous shareholder was no longer related party. During the period ended June 30, 2015, the Company had received $26,725 as a loan from current shareholder. The loan is payable on demand, unsecured, and non-interest bearing. During the period ended June 30, 2015, the Company had received $443 as a loan from one of the Company's current officers. The loan was forgiven by the officer during the quarter. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 6 – SUBSEQUENT EVENTS On July 15, 2015, the Company entered into an employment agreement with the Elton F. Norman for his services as Chief Financial Officer ("CFO"). Under the agreement, the Company will pay annual salary of $7,200 per year. Such compensation will not start until the Company obtains full seed funding of its June 8, 2015 subscription (Note 4). If the contract is terminated at the Company's discretion without cause, the CFO is entitled to receive one month's salary for the first year and two months' salary for the second year up to a maximum six months over the duration of five years. On July 15, 2015, the Company entered into an employment agreement with the Mahesh Narayanan for his services as Chief Operating Officer ("COO"). Under the agreement, the Company will pay annual salary of $25,000 per year. Such compensation will not start until the Company obtains full seed funding of its June 8, 2015 subscription (Note 4). If the contract is terminated at the Company's discretion without cause, the COO is entitled to receive one month's salary for the first year and two months' salary for the second year up to a maximum six months over the duration of five years. On July 15, 2015, the Company entered into an employment agreement with the Anton Dormer for his services as Chairman of the Board and Chief Scientific Officer ("CSO"). Under the agreement, the Company will pay annual salary of $12,000 per year. Such compensation will not start until the Company obtains full seed funding of its June 8, 2015 subscription (Note 4). If the contract is terminated at the Company's discretion without cause, the CSO is entitled to receive one month's salary for the first year and two months' salary for the second year up to a maximum six months over the duration of five years. On July 15, 2015, the Company entered into an employment agreement with the Dr. Dan Achinko for his services as Vice President. Under the agreement, the Company will pay annual salary of $25,000 per year. Such compensation will not start until the Company obtains full seed funding of its June 8, 2015 subscription (Note 4). If the contract is terminated at the Company's discretion without cause, the Vice President is entitled to receive one month's salary for the first year and two months' salary for the second year up to a maximum six months over the duration of five years. Following the merger and the quarter ended June 30, 2015, Immage Biotherapeutics commenced with its business plan to develop as a biotechnology company developing cancer immunotherapy through the rapid and efficient development of cutting edge immunotherapy candidates using bioinformatics and outsourced laboratory resources. Following June 30, 2015, even though much of the in vitro will be done with contract research organization, Immage Biotherapeutics will conduct many of the in vitro studies using certain purchased equipment, including but not limited to the expenditure of just less than $40,000 equipment as described in the Form 8-K filed on July 28, 2015. Immage Biotherapeutics will focus on the use of bioinformatics tools to develop protein immunotherapies for tumor disease. The Company is working in conjunction with a Pepvax Inc. to procure a provisional patent. In the event the provisional patent is accepted, Pepvax Inc. will receive thirty percent (30%) of the Company shares of common stock for the rights to the patent and the Company will focus on developing the provisional patent into a final patent (anticipated, but not guaranteed, for late 2016). Immage Biotherapeutics has entered into a memorandum of understanding to have lab space at Howard University for a period of three years. Following the commencement of the implementation of the business plan and the purchase of equipment, Immage Biotherapeutics ceased being a shell company. |
SUMMARY OF SIGNIFICANT ACCOUN12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. The interim financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. The financial statements are stated in United States dollars. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. |
Recent Accounting Pronouncements | 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. |
NATURE OF OPERATIONS AND BASI13
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Detail Textuals) - USD ($) | May. 08, 2015 | Jun. 30, 2015 |
Nature Of Operations And Basis Of Presentation | ||
Maximum equipment expense for research and developement | $ 40,000 | |
William Alex Robertson | Coventry International Limited | ||
Nature Of Operations And Basis Of Presentation | ||
Number of selling common stock shares (in shares) | 60,058,909 | |
Percentage of issued and outstanding share owned by holder | 59.90% |
GOING CONCERN (Detail Textuals)
GOING CONCERN (Detail Textuals) - USD ($) | Jun. 30, 2015 | Sep. 30, 2014 |
Going Concern [Abstract] | ||
Working capital | $ 17,138 | |
Accumulated deficit | $ (69,177) | $ (32,487) |
CAPITAL STOCK (Detail Textuals)
CAPITAL STOCK (Detail Textuals) - USD ($) | Jun. 08, 2015 | Jun. 22, 2015 | Jun. 30, 2015 | Sep. 30, 2014 |
Stockholders' Equity Note [Abstract] | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Common stock subscribed | 3,000,000 | |||
Subscription Agreement | Major Shareholders | ||||
Capital Stock | ||||
Number of shares issued as per agreement | 3,600,000 | 600,000 | ||
Share price (in dollars per share) | $ 0.125 | |||
Value received in shares issuance | $ 75,000 |
LOAN PAYABLE - RELATED PARTY 16
LOAN PAYABLE - RELATED PARTY LOANS (Detail Textuals) - USD ($) | 9 Months Ended | |
Jun. 30, 2015 | Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ||
Loan from current shareholder | $ 26,725 | $ 22,116 |
Loan forgiven by current officers | $ 443 |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) - USD ($) | Jul. 15, 2015 | Jun. 30, 2015 |
Subsequent Event | ||
Maximum equipment expense for research and developement | $ 40,000 | |
Pepvax Inc. | Patent | ||
Subsequent Event | ||
Percentage of common stock received | 30.00% | |
Subsequent Event | Employment Agreement | Elton F. Norman | ||
Subsequent Event | ||
Annual salary per year | $ 7,200 | |
Description of compensation in case of termination | If the contract is terminated at the Company's discretion without cause, the CFO is entitled to receive one month's salary for the first year and two months' salary for the second year up to a maximum six months over the duration of five years. | |
Subsequent Event | Employment Agreement | Mahesh Narayanan | ||
Subsequent Event | ||
Annual salary per year | $ 25,000 | |
Description of compensation in case of termination | If the contract is terminated at the Company's discretion without cause, the COO is entitled to receive one month's salary for the first year and two months' salary for the second year up to a maximum six months over the duration of five years. | |
Subsequent Event | Employment Agreement | Anton Dormer | ||
Subsequent Event | ||
Annual salary per year | $ 12,000 | |
Description of compensation in case of termination | If the contract is terminated at the Company's discretion without cause, the CSO is entitled to receive one month's salary for the first year and two months' salary for the second year up to a maximum six months over the duration of five years. | |
Subsequent Event | Employment Agreement | Dan Achinko | ||
Subsequent Event | ||
Annual salary per year | $ 25,000 | |
Description of compensation in case of termination | If the contract is terminated at the Company's discretion without cause, the Vice President is entitled to receive one month's salary for the first year and two months' salary for the second year up to a maximum six months over the duration of five years. |