UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended  March 31, 2020

 

or

 

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

 

For the transition period from _________________ to _____________________

 

Commission File Number 000-55326

 

IMAGE CHAIN GROUP LIMITED, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   46-4333787

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

 

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

 

(852) 3188-2700

(Registrant’s telephone number, including area code)

 

N/A

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

 

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

 

Title of each class   Trading Symbol(s)   Name on each exchange on which registered
N/A   N/A   N/A

 

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 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).

 

  [X] YES [  ] NO

 

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

 

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

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

 

  [  ] YES [X] NO

 

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

 

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after 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.

 

508,539,882 common shares issued and outstanding as of May 11, 2020.

 

 

 

     
 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
Item 3. Quantitative and Qualitative Disclosures About Market Risk 10
Item 4. Controls and Procedures 10
PART II - OTHER INFORMATION 11
Item 1. Legal Proceedings 11
Item 1A. Risk Factors 11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Mine Safety Disclosures 12
Item 5. Other Information 12
Item 6. Exhibits 12
SIGNATURES 13

 

  2  
 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

INDEX TO FINANCIAL STATEMENTS

 

CONTENTS   PAGES
     
CONSOLIDATED BALANCE SHEETS   F-1
     
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS   F-2
     
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)   F-3
     
CONSOLIDATED STATEMENTS OF CASH FLOWS   F-4
     
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   F-5 - F-9

 

  3  
 

 

IMAGE CHAIN GROUP LIMITED, INC.

Consolidated Balance Sheets

 

    March 31, 2020     December 31, 2019  
    (Unaudited)     (Audited)  
Assets                
Current assets                
Cash and cash equivalents   $ -     $ -  
Total Current assets     -       -  
Total Assets   $ -     $ -  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
Current Liabilities                
Accrued liabilities and other payables   $ 64,936     $ 39,171  
Due to related party     731,273       727,664  
Total Current Liabilities     796,209       766,835  
Total Liabilities     796,209       766,835  
                 
Stockholders’ Deficit                
Preferred Stock, $0.001 par value, 50,000 shares authorized, issued and outstanding     50       50  
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 508,539,882 and 508,539,882 issued as of March 31, 2020 and December 31, 2019, respectively     508,540       508,540  
Additional paid in capital     8,124,365       8,124,365  
Accumulated deficit     (9,429,164 )     (9,399,790 )
Total Stockholders’ Deficit     (796,209 )     (766,835 )
Total Liabilities and Stockholders’ Deficit   $ -     $ -  

 

See accompanying notes to Unaudited Consolidated Financial Statements

 

  F-1  
 

 

IMAGE CHAIN GROUP LIMITED, INC.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

 

    For the three months ended  
    March 31,  
    2020     2019  
             
Revenue   $ -     $ -  
                 
Operating Expenses                
General and administrative expenses     29,374       2,845,579  
Total Operating Expenses     29,374       2,845,579  
                 
Loss Before Income Taxes     (29,374 )     (2,845,579 )
Provision for income taxes     -       -  
                 
Net Loss     (29,374 )     (2,845,579 )
                 
Other Comprehensive Income                
Foreign currency translation gain     -       -  
Total Comprehensive Loss   $ (29,374 )   $ (2,845,579 )
      　       　  
Basic and Diluted Loss per Common Share   $ (0.00 )   $ (0.01 )
Basic and Diluted Weighted Average Common Shares Outstanding   $ 508,539,882     $ 507,341,382  

 

See accompanying notes to Unaudited Consolidated Financial Statements

 

  F-2  
 

 

IMAGE CHAIN GROUP LIMITED, INC.

Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited)

 

                            Accumulated           Total  
    Preferred Stock     Common Stock    

Additional

Paid in

    Accumulated    

other

comprehensive

    Treasury Stock     Stockholders’ Equity  
    Shares     Amount     Shares     Amount     Capital     Deficit     loss     Shares     Amount     (Deficit)  
Balance, December 31, 2018     50,000     $ 50       507,070,882     $ 507,271     $ 5,333,834     $ (6,483,585 )   $ -       200,000     $ -     $ (642,430 )
Common stocks issued for services     -       -       1,269,000       1,269       2,790,531       -       -       -       -       2,791,800  
Net loss     -       -       -       -       -       (2,845,579 )     -       -       -       (2,845,579 )
Balance, March 31, 2019     50,000     $ 50       508,339,882     $ 508,540     $ 8,124,365     $ (9,329,164 )   $ -       200,000     $ -     $ (696,209 )
                                                                                 
Balance, December 31, 2019     50,000     $ 50       508,339,882     $ 508,540     $ 8,124,365     $ (9,399,790 )   $ -       200,000     $ -     $ (766,835 )
Net loss     -       -       -       -       -       (29,374 )     -       -       -       (29,374 )
Balance, March 31, 2020     50,000     $ 50       508,339,882     $ 508,540     $ 8,124,365     $ (9,429,164 )   $ -       200,000     $ -     $ (796,209 )

 

See accompanying notes to Unaudited Consolidated Financial Statements

 

  F-3  
 

 

IMAGE CHAIN GROUP LIMITED, INC.

Unaudited Consolidated Statements of Cash Flows

 

    For the three months ended  
    March 31,  
    2020     2019  
Cash flows from operating activities                
Net loss   $ (29,374 )   $ (2,845,579 )
Adjustments to reconcile net loss to net cash provided by operating activities:                
Salaries paid by shares     -       2,791,800  
Expenses paid by related party     3,609       53,779  
Changes in operating assets and liabilities:                
Accrued liabilities and other payables     25,765       -  
Net cash provided by operating activities     -       -  
                 
Effect of foreign currency translation on cash and cash equivalents     -       -  
                 
Net decrease of cash and cash equivalents     -       -  
Cash and cash equivalents–beginning of period     -       -  
Cash and cash equivalents–end of period   $ -     $ -  
                 
Supplementary cash flow information:                
Interest paid   $ -     $ -  
Income taxes paid   $ -     $ -  
                 
NON-CASH INVESTING AND FINANCING ACTIVITIES                
Common stock issued for services   $ -     $ 2,791,800  

 

See accompanying notes to Unaudited Consolidated Financial Statements

 

  F-4  
 

 

IMAGE CHAIN GROUP LIMITED, INC.

Notes to Unaudited Consolidated Financial Statements

 

1. THE COMPANY AND PRINCIPAL BUSINESS ACTIVITIES

 

Business

 

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

 

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

 

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

 

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

 

Share Exchange and Reorganization

 

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

 

Share Exchange and disposal of subsidiaries

 

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

 

  F-5  
 

 

The 200,000 common shares of the Company returned to Image P2P are recognized as common stock in treasury since Image P2P is a wholly owned subsidiary of the Company, and measured at cost which is the fair value of the common stocks as of the date of the disposal of subsidiaries.

 

The subsidiaries disposed are presented as discontinued operations in this report. Comparatives are reclassified to conform with the presentation.

 

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

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. Notes to the unaudited interim condensed consolidated financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements for fiscal year 2019 have been omitted. This report should be read in conjunction with the audited consolidated financial statements and the footnotes thereto for the fiscal year ended December 31, 2019 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on February 18, 2020.

 

Principles of consolidation

 

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

 

The Company’s subsidiaries are listed as follows:

 

Name of Company  

Place of

incorporation

  Attributable
equity interest % 		   

Authorized

capital

Image P2P Trading Group Limited (“Image P2P”)   British Virgin Islands     100     USD 50,000

 

Use of estimates

 

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

 

Stock-Based Compensation

 

The Company accounts for stock-based compensation for employees and directors in accordance with ASC 718, Compensation (“ASC 718”). ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as expense over the employee’s requisite service period (generally the vesting period of the equity grant). For an award that is fully vested on the grant date, all compensation cost would be recognized on the grant date.

 

The fair value of the Company’s common stock awards as of the grant date is determined using the observable market price (i.e. closing price) of the Company’s common stock as of the grant date.

 

The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in ASU 2018-07.

 

Income taxes

 

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

 

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

 

For the periods ended March 31, 2020 and 2019, the Company did not have any interest and penalties associated with tax positions. As of March 31, 2020, the Company did not have any significant unrecognized uncertain tax positions.

 

  F-6  
 

 

Financial instruments

 

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

 

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

 

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

 

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

 

Commitments and contingencies

 

The Company follows ASC 440 & ASC 450, subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies and commitments respectively. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

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

 

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

 

Comprehensive income

 

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

 

  F-7  
 

 

Foreign currency translation

 

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

 

The accompanying financial statements are presented in United States dollars (“USD”). The functional currency of the Company and Image P2P is the USD. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the USD are translated into USD, in accordance with ASC 830, “Translation of Financial Statements”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income (loss) within the statement of stockholders’ equity.

 

Treasury Stock

 

The Company records treasury stock at cost.

 

Earnings per share

 

The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the periods ended March 31, 2020 and 2019, the Company did not have any potentially dilutive securities outstanding.

 

Reclassifications

 

Certain prior period amounts have been reclassified to conform with the current period presentation. However, there are no material or significant rearrangements or reclassification made during the year.

 

Recently Adopted Accounting Standards

 

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

 

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

 

3. GOING CONCERN

 

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

 

As of March 31, 2020, the Company had an accumulated deficit of $9,429,164 and net loss of $29,374 and net cash used in operations of $0 for the period ended March 31, 2020. Losses have principally occurred as a result of the substantial resources required for professional fees and general and administrative expenses associated with our operations. The continuation of the Company as a going concern through December 31, 2020 is dependent upon the continued financial support from its stockholders or external financing. Management believes the existing stockholders will provide the additional cash to meet with the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

 

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

 

  F-8  
 

 

4. INCOME TAXES

 

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

 

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

 

    For the Periods Ended  
    March 31,  
    2020     2019  
Loss attributed to United States   $ (29,374 )   $ (2,845,579 )
Loss attributed to foreign operations     -       -  
Loss before income taxes   $ (29,374 )   $ (2,845,579 )

 

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

 

United States of America

 

The Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018, which resulted in the re-measurement of the federal portion of our deferred tax assets from the 35% to 21% tax rate. The Company is registered in the State of Nevada and is subject to United States of America tax law. As of March 31, 2020, the operations in the United States of America incurred $3,583,234 of cumulative net operating losses (NOL’s) which can be carried forward to offset future taxable income. The NOL carryforwards begin to expire in 2040, if unutilized. The Company has provided for a full valuation allowance of approximately $752,479 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

British Virgin Islands

 

Under the laws of British Virgin Islands, the Company is not subject to income taxes.

 

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of March 31, 2020 and December 31, 2019:

 

    As of  
    March 31, 2020     December 31, 2019  
Deferred tax assets:                
NOL carryforwards                
United States   $ 752,479     $ 746,311  
Foreign operations     -       -  
Change in valuation allowance     (752,479 )     (746,311 )
Deferred tax assets   $ -     $ -  

 

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $752,479 as of March 31, 2020. For the period ended March 31, 2020, the valuation allowance increased by $6,168, primarily relating to net operating loss carryforwards.

 

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

 

5. RELATED PARTY TRANSACTIONS

 

Related parties’ relationships are as follows:

 

David Po Director and a shareholder of the Company

 

During the period ended March 31, 2020, David Po advanced $3,609 for operating expenses. Amounts due to Mr. Po as of March 31, 2020 and December 31, 2019, were $731,273 and $727,664, respectively.

 

The owing to Mr. Po consists of working capital advances and borrowings. These amounts are due on demand and are non-interest bearing.

 

6. STOCKHOLDERS’ EQUITY (DEFICIT)

 

Preferred Stock

 

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

 

During the three months ended March 31, 2020, there were no issuances of Preferred Stock.

 

As of March 31, 2020 and December 31, 2019, 50,000 shares of preferred stock were issued and outstanding.

 

Common Stock

 

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

 

During the three months ended March 31, 2020, there were no issuances of Common Stock.

 

As of March 31, 2020 and December 31, 2019, 508,539,882 shares of common stock were issued and outstanding.

 

7. SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of March 31, 2020 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

 

  F-9  
 

 

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

 

Cautionary Statements

 

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements, including, without limitation, in the sections captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere. Any and all statements contained in this Quarterly Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms.

 

Forward-looking statements in this Quarterly Report may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, including plans or objectives relating to the growth of tea polyphenol sales and development of our tea polyphenol-based products, (ii) the plans or objectives relating to our future business acquisitions, if any, (iii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iv) our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC, and (v) the assumptions underlying or relating to any statement described in points (i), (ii), (iii) or (iv) above.

 

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation:

 

  ● volatility or decline of our stock price;
  ● potential fluctuation of quarterly results;
  ● continued failure to earn revenues or profits;
  ● inadequate capital to continue or expand our business, and inability to raise additional capital or financing to implement our business plans;
  ● decline in demand for our products and services;
  ● rapid adverse changes in markets;
  ● litigation with or legal claims and allegations by outside parties against us;
  ● insufficient revenues to cover operating costs; and
  ● estimates of our future revenue, expenses, capital requirements and our need for additional financing;

 

  4  
 

 

Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. ICGL cautions you not to place undue reliance on the statements, which speak only as of the date of this Quarterly Report. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that ICGL or persons acting on its behalf may issue. ICGL does not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report, or to reflect the occurrence of unanticipated events, except as required by law.

 

Overview

 

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

 

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

 

As a result of the closing of the FDHG Exchange Agreement, FDHG became the Company’s wholly owned subsidiary. FDHG, through its subsidiaries, manufactured and sold “Image Tea”-branded tea products from its tea garden in Yunnan Province.

 

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

 

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

 

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

 

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

 

  5  
 

 

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

 

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

 

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

 

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

 

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

 

The 200,000 common shares of the Company returned to Image P2P are recognized as common stock in treasury since Image P2P is a wholly owned subsidiary of the Company and measured at cost which is the fair value of the common stocks as of the date of the disposal of subsidiaries.

 

The subsidiaries disposed are presented as discontinued operations in this report. Comparatives are reclassified to conform with the presentation.

 

Our principal executive offices are located at Room 501, 5F, Bonham Centre, No. 79-85, Bonham Strand, Sheung Wan, Hong Kong, S.A.R., People’s Republic of China. Our telephone number is (852) 3188-2700. We do not have a corporate website. Our periodic and current reports with the SEC can be obtained from the SEC website, www.sec.gov.

 

Company Overview

 

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

 

  6  
 

 

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

 

While we expect to focus on our efforts in the Halal Food License area, we will continue to seek new business opportunities with established business entities for merger with or acquisition of a target business in order to best protect our shareholder interests. In certain instances, a target business may wish to become our subsidiary or may wish to contribute assets to us rather than merge. We have not yet begun negotiations or entered into any definitive agreements in the Halal Food License business, or for any other potential new business opportunities, and there can be no assurance that we will be able to enter into any definitive agreements.

 

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the best interests of our company may be scarce, or we may be unable to obtain the ones that we want. We can provide no assurance that we will be able to locate compatible business opportunities.

 

Currently, we do not have a source of revenue. We are not able to fund our cash requirements through our current operations. We have been reliant on loans by affiliated and non-affiliated parties to provide financial contributions and services to keep our company operating. Further, we believe that our company may have difficulties raising capital from other sources until we locate a prospective merger candidate through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail. We currently have no written or oral agreement from our majority shareholder to continue to provide financial contributions.

 

Results of Operations

 

Three months ended March 31, 2020 compared to three months ended March 31, 2019.

 

    Three months ended March 31,  
    2020     2019  
                 
Revenue     -       -  
Operating expenses                
General and administrative expenses     29,374       2,845,579  
Total operating expenses     29,374       2,845,579  
Loss Before Income Taxes     (29,374 )     (2,845,579 )
Provision for Income Taxes     -       -  
Net Loss     (29,374 )     (2,845,579 )
Other Comprehensive Income                
Foreign currency translation gain     -       -  
Total Comprehensive loss     (29,374 )     (2,845,579 )
Loss per share                
Basic and Diluted Loss per Common Share     (0.00 )     (0.01 )
Basic and Diluted Weighted Average Common Shares Outstanding     508,539,882       507,341,382  

 

  7  
 

 

Operating Expenses

 

Our general and administrative expenses decreased from $2,845,579 for the three months ended March 31, 2019 to $29,374 for the three months ended March 31, 2020. The decrease was mainly attributed to stock-based compensation in 2019, which is absent in the same period in 2020.

 

Net Loss

 

Our net loss decreased from $2,845,579 for the three months ended March 31, 2019 to $29,374 for the three months ended March 31, 2020. The decrease was mainly attributed to stock-based compensation in 2019, which is absent in the same period in 2020.

 

Liquidity and Capital Resources

 

Since the inception of the Company, we have incurred significant net losses and negative cash flows from operations. During the three months ended March 31, 2020 and the three months ended March 31, 2019, we had net losses of $29,374 and $2,845,579, respectively. As of March 31, 2020, we had an accumulated deficit of $9,429,164. As discussed in our financial statements for the three months ended March 31, 2020, these factors raise substantial doubt about our ability to continue as a going concern.

 

To date, we have financed our operations principally through borrowings from our related parties. Depending on our future operational results, we may need to conduct one or more equity or debt financings within the next 12 months.

 

We could potentially need our available financial resources sooner than we currently expect, and we may incur additional indebtedness to meet future financing needs. Adequate additional funding may not be available to us on acceptable terms or at all. In addition, although we anticipate being able to obtain additional financing through non-dilutive means, we may be unable to do so. Our failure to raise capital as and when needed could have significant negative consequences for our business, financial condition and results of operations. Our future capital requirements and the adequacy of available funds will depend on many factors, many of which are beyond our control.

 

Related Party Loans

 

See “Related Party Transactions” in Note 5 of Notes to the Financial Statements. These unsecured loans do not bear interest or fixed dates for repayment.

 

Cash flows

 

The following table summarizes our cash flows for the periods presented:

 

     

Three months ended

March 31,

 
      2020       2019  
Cash flows from operating activities   $ -     $ -  
Cash flows from investing activities   $ -     $ -  
Cash flows from financing activities   $ -     $ -  

 

  8  
 

 

Operating Activities

 

Net cash provided by operating activities for the three months ended March 31, 2020 and 2019 were $0.

 

Investing Activities

 

Net cash used in investing activities for the three months ended March 31, 2020 and 2019 were $0.

 

Financing Activities

 

Net cash provided by financing activities for the three months ended March 31, 2020 and 2019 were $0.

 

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, and capital expenditures or capital resources that are material to stockholders.

 

GOING CONCERN

 

These financial statements have been prepared assuming that Company will continue as a going concern. As of March 31, 2020, the Company had accumulated deficits of $9,429,164 due to substantial losses. There was substantial doubt regarding the Company’s ability to continue as going concern as of March 31, 2020. Refer to Note 3. GOING CONCERN of the accompanying notes to the condensed financial statements.

 

Recent Accounting Pronouncements

 

See “Recent Accounting Pronouncements” in Note 2 of Notes to the Financial Statements.

 

Critical Accounting Policies

 

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

 

Use of Estimates

 

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

 

  9  
 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2020. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is 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 by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2020, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were not effective.

 

Changes in Internal Controls

 

There have been no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

  10  
 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

As of the date of this Quarterly Report on Form 10-Q, we are not a party to any legal proceedings that could have a material adverse effect on the Company’s business, financial condition or operating results. Further, to the Company’s knowledge no such proceedings have been threatened against the Company.

 

Item 1A. Risk Factors

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

  11  
 

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information

 

On April 1, 2020, Mr. Yong Seng Yip resigned from the position of Director of the Company.

 

Item 6. Exhibits

 

Exhibit Number   Description
     
(31)   Rule 13a-14 (d)/15d-14d) Certifications
31.1*   Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)   Section 1350 Certifications
32.1*   Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101*   Interactive Data File

101.INS**

101.SCH**

101.CAL**

101.DEF**

101.LAB**

101.PRE**

 

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

 

* Filed herewith.

** XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

  12  
 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  IMAGE CHAIN GROUP LIMITED, INC.
  (Registrant)
   
Dated: May 11, 2020 /s/ Chiea Kah Szen
  Chiea Kah Szen
  President and Chief Executive Officer
  (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

  13  

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