Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Feb. 28, 2017 | Apr. 03, 2017 | |
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 | --08-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 151,744,566 | |
Document Type | 10-Q | |
Document Period End Date | Feb. 28, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Feb. 28, 2017 | Aug. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 53,687 | $ 196,715 |
Prepaid expenses | 3,333 | 8,333 |
Total Current Assets | 57,020 | 205,048 |
Equipment, net of depreciation of $4,106 and $8,212 as of February 28, 2017 and August 31, 2016, respectively | 28,052 | 32,158 |
Intangible assets, net of amortization of $158 and $316 as of February 28, 2017 and August 31, 2016, respectively | 5,740 | 5,898 |
TOTAL ASSETS | 90,812 | 243,104 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 12,202 | 3,049 |
Loans from related parties | 56,267 | 52,767 |
Total Current Liabilities | 68,469 | 55,816 |
TOTAL LIABILITIES | 68,469 | 55,816 |
Stockholders' Equity | ||
Common stock: 200,000,000 authorized; $0.001 par value 151,744,566 and 146,744,566 shares issued and outstanding, respectively | 151,745 | 146,745 |
Additional paid-in capital | 1,888,375 | 343,375 |
Accumulated deficit | (2,017,777) | (302,832) |
Total Stockholders' Equity | 22,343 | 187,288 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 90,812 | $ 243,104 |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Feb. 28, 2017 | Aug. 31, 2016 |
BALANCE SHEETS | ||
Accumulated depreciation (in dollars) | $ 4,106 | $ 8,212 |
Amortization of intangible assets (in dollars) | $ 158 | $ 316 |
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 | 151,744,566 | 146,744,566 |
Common stock, shares outstanding | 151,744,566 | 146,744,566 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Operating Expenses | ||||
Selling, general and administrative | 24,374 | 27,292 | 52,336 | 47,889 |
Professional | 14,025 | 7,628 | 31,849 | 21,057 |
Research and development | 5,694 | 34,675 | 1,630,760 | 34,675 |
Total operating expenses | 44,093 | 69,595 | 1,714,945 | 103,621 |
Net loss | $ (44,093) | $ (69,595) | $ (1,714,945) | $ (103,621) |
Basic and dilutive net loss per common share (in dollars per share) | $ 0 | $ 0 | $ (0.01) | $ 0 |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 151,744,566 | 143,975,266 | 150,750,091 | 143,860,066 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,714,945) | $ (103,621) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Amortization and depreciation expenses | 4,264 | 4,630 |
Common stock issued for research and development costs | 1,550,000 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 5,000 | 904 |
Accounts payable and accrued liabilities | 12,653 | 13,321 |
NET CASH USED IN OPERATING ACTIVITIES | (143,028) | (84,766) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from promissory note | 375,000 | |
Borrowings from related parties | 11,316 | |
Repayments to related parties | (6,458) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 379,858 | |
Net increase (decrease) in cash and cash equivalents | (143,028) | 295,092 |
Cash and cash equivalents, beginning of period | 196,715 | 32,678 |
Cash and cash equivalents, end of period | 53,687 | |
Supplemental cash flow information | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-cash investing and financing activities: | ||
Cancellation of subscribed common shares | 375,000 | |
Revocation of note and issuance of common shares | $ 375,000 | |
Operating expenses paid by related parties on behalf of the Company | $ 3,500 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 6 Months Ended |
Feb. 28, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 – NATURE OF OPERATIONS Immage Biotherapeutics (“we”, “our”, the “Company”) was incorporated in the State of Nevada on June 21, 2012 and originally established a fiscal year end of September 30. On September 8, 2015, the Company changed its fiscal year end to August 31. 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Feb. 28, 2017 | |
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 for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they 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. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. For further information regarding the Company's significant accounting policies, refer to the audited financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended August 31, 2016 filed with the Securities and Exchange Commission on December 8, 2016. Related party transactions The Company accounts for and discloses all related party transactions in accordance with ASC 850 – Related Party Disclosure Research and development Costs incurred in connection with the development of new products and manufacturing methods are expensed as incurred. During the six months ended February 28, 2017, $1,630,760 was expensed as research and development costs. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Feb. 28, 2017 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The Company’s unaudited interim 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 $11,449, and accumulated deficit of $2,017,777. 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. These factors, among others, raise substantial doubt about our Company’s ability to continue as a going concern. The unaudited interim financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company will be dependent upon the raising of additional capital through placement of our common stock or debt in order to implement its business plan. 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 operations by way of share issuances and advances from related parties. Management plans to seek additional funding to fund the operation of the Company’s business. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Feb. 28, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS During the six months ended February 28, 2017, Coventry International, Ltd, a greater than 10% shareholder of the Company, made payments of $1,500 for payment of operating expenses on behalf of the Company. The total amount due to shareholder is $13,208. The amounts are unsecured, non-interest bearing, and due on demand. During the six months ended February 28, 2017, the Company’s Chief Executive Officer made payments of $2,000 for operating expenses on behalf of the Company. The total amount due to shareholder is $43,059. The amounts are unsecured, non-interest bearing, and due on demand. The total due on all related party loans as of February 28, 2017 is $56,267. On October 6, 2016, the Company issued 5,000,000 shares of common stock to a related party to acquire a provisional patent valued at $1,550,000, which has been expensed as research and development costs. |
CAPITAL STOCK
CAPITAL STOCK | 6 Months Ended |
Feb. 28, 2017 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | NOTE 5 – CAPITAL STOCK The Company has authorized 200,000,000 common shares with a par value of $0.001 per share. On October 6, 2016, the Company issued 5,000,000 shares of common stock to acquire a provisional patent, valued at $1,550,000, which has been expensed as research and development costs. As of February 28, 2017, the Company has not granted any stock options and has not recorded any stock-based compensation. |
COMMITMENTS
COMMITMENTS | 6 Months Ended |
Feb. 28, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 6 – COMMITMENTS On December 10, 2015, the Company entered into an agreement to receive consulting and development services for a one-time fee of $24,000 and annual compensation of $15,000 paid in monthly installments. In addition the consultant is eligible to receive one or more bonus payments dependent on the achievement of certain developmental milestones. As of February 28, 2017, no milestones resulting in bonus payments have occurred. The Company has leased an office for a period of five Years and the lease payments are scheduled to be $200 per month. In addition, the Company has entered into a memorandum of understanding to have lab space at Howard University for a period of three years. The space is currently at no cost to the Company because we are working on a collaborative research agreement with Howard University. On November 3, 2016, the Company entered into a master clinical services agreement with DP Clinical Inc. for DP Clinical to provide clinical review services to the Company for submissions to the FDA. The term of the agreement is five (5) years. Each engagement will be by work order, which will be billed at such time. As of February 28, 2017, no billings have occurred to date. On March 29, 2017, Coventry International, Ltd, a greater than 10% shareholder of the Company, provided the Company with a bridge loan to the Company of $20,000 to cover research expenses. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Feb. 28, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENTS On March 29, 2017, Coventry International, Ltd, a greater than 10% shareholder of the Company, provided the Company with a bridge loan of $20,000 to cover research expenses. The amount is unsecured, noninterest bearing, and due on demand. |
SUMMARY OF SIGNIFICANT ACCOUN13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Feb. 28, 2017 | |
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 for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they 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. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. For further information regarding the Company's significant accounting policies, refer to the audited financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended August 31, 2016 filed with the Securities and Exchange Commission on December 8, 2016. |
Related party transactions | Related party transactions The Company accounts for and discloses all related party transactions in accordance with ASC 850 – Related Party Disclosure |
Research and development | Research and development Costs incurred in connection with the development of new products and manufacturing methods are expensed as incurred. During the six months ended February 28, 2017, $1,630,760 was expensed as research and development costs. |
SUMMARY OF SIGNIFICANT ACCOUN14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | |
Accounting Policies [Abstract] | ||||
Research and development | $ 5,694 | $ 34,675 | $ 1,630,760 | $ 34,675 |
GOING CONCERN (Detail Textuals)
GOING CONCERN (Detail Textuals) - USD ($) | Feb. 28, 2017 | Aug. 31, 2016 |
Going Concern [Abstract] | ||
Working capital deficit | $ 11,449 | |
Accumulated deficit | $ (2,017,777) | $ (302,832) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($) | Oct. 06, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | Aug. 31, 2016 |
Related Party Transaction [Line Items] | ||||
Advance received from shareholders | $ 11,316 | |||
Loans from related parties | $ 56,267 | $ 52,767 | ||
Common stock issued to acquire a provisional patent (in shares) | 5,000,000 | |||
Value of common stock issued to acquire a provisional patent | $ 1,550,000 | |||
Chief Executive Officer | ||||
Related Party Transaction [Line Items] | ||||
Advance received from shareholders | 2,000 | |||
Loans from related parties | $ 43,059 | |||
Coventry International Ltd | ||||
Related Party Transaction [Line Items] | ||||
Ownership percentage | greater than 10% | |||
Advance received from shareholders | $ 1,500 | |||
Loans from related parties | $ 13,208 |
CAPITAL STOCK (Detail Textuals)
CAPITAL STOCK (Detail Textuals) - USD ($) | Oct. 06, 2016 | Feb. 28, 2017 | Aug. 31, 2016 |
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 issued to acquire a provisional patent (in shares) | 5,000,000 | ||
Value of common stock issued to acquire a provisional patent | $ 1,550,000 |
COMMITMENTS (Detail Textuals)
COMMITMENTS (Detail Textuals) - USD ($) | Nov. 03, 2016 | Dec. 10, 2015 |
Subsequent Event [Line Items] | ||
Consulting and development services | $ 24,000 | |
Annual compensation paid in monthly installments | $ 15,000 | |
Lease term of office space | 5 years | |
Payment for rent per month | $ 200 | |
Term of lab space | 3 years | |
Term of master clinical services agreement | 5 years |
SUBSEQUENT EVENTS (Detail textu
SUBSEQUENT EVENTS (Detail textuals) - Coventry International Ltd - USD ($) | 1 Months Ended | 6 Months Ended |
Mar. 29, 2017 | Feb. 28, 2017 | |
Subsequent Event [Line Items] | ||
Ownership percentage | greater than 10% | |
Subsequent event | ||
Subsequent Event [Line Items] | ||
Ownership percentage | greater than 10% | |
Bridge loan amount | $ 20,000 |