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PART
I
Item
1. Business.
Company
History and Recent Developments
Image
Chain Group Limited, Inc.
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 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 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 Report,
the reverse stock split and increase in authorized shares have been completed, and the decrease in shares of Preferred Stock has not
yet occurred, as a result 50,000 shares of Preferred Stock are authorized and outstanding.
Image
P2P Trading Group Limited
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 (“AGW”) was incorporated on March 18, 2017 in the Hong Kong SAR. AGW 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. AGW and FYSZ are intermediary holding companies.
Image P2P conducts its operations through Fuzhiyuan Biotechnology. Image P2P acquired AGW on Jul 28, 2017.
The
reorganization of Image P2P and its subsidiaries via the acquisitions detailed above, by and amongst Image P2P and AGW, FYSZ, and Fuzhiyuan
Biotechnology, was accounted for under US GAAP as business combinations under common control.
The
Share Exchange
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.
Accordingly,
the accompanying consolidated financial statements are those of the accounting acquirer, Image P2P. The historical stockholders’
equity of the accounting acquirer prior to the share exchange has been retroactively restated as if the Share Exchange occurred as of
the beginning of the first period presented.
As
used in this Report, unless otherwise stated or the context clearly indicates otherwise, the terms “ICGL”, “Image Chain”,
the “Company,” the “Registrant,” “we,” “us” and “our” refer to Image Chain
after having given effect to the acquisition of Image P2P.
Our
authorized capital stock currently consists of 2,000,000,000 shares of Common Stock and 50,000 shares of Preferred Stock. Our Common
Stock is quoted on the OTC Markets under the symbol “ICGL”.
Share
Exchange and disposal of subsidiaries
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 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.
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.
Company
Overview
On
November 28, 2018, the Company disposed of Asia Grand Will Limited and its subsidiaries and hence has terminated its business of tea
polyphenol products production and sales.
Currently,
since the Sino-US trade war may affect the enterprises operating in China starting from 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.
COVID-19
Outbreak
It
is worth highlighting that, on March 16, 2020, Malaysia Prime Minister announced the implementation of Movement Control Order (“MCO”)
under Control of Infectious Diseases Act 1988 and the Police Act 1967 to contain the spread of coronavirus disease 2019 (“COVID-19”).
Pursuant to the declaration, initial phase of the MCO effectively take place from March 18, 2020 to March 31, 2020 for a period of 14
days, and subsequently extended to May 12, 2020 with three 14-day MCO extensions declared by Malaysia Prime Minister.
Pursuant
to the MCO, all government and private premises except those involved in essential supply of goods and services such as water, electricity,
energy, telecommunications, postal, transportation, irrigation, oil, gas, fuel, lubricants, broadcasting, finance, banking, health, pharmacy,
fire, prison, port, airport, safety, defense, cleaning, retail and food supply should be closed.
On
May 1, 2020, Malaysia Prime Minister announced that Conditional Movement Control Order (“CMCO”), a relaxation of MCO will
replaced existing MCO on May 4, 2020 onwards and scheduled to expire on original 4th MCO expiration date, May 12, 2020. On May 10, 2020,
Malaysia Prime Minister announced that the CMCO will be extended for a period of 4 weeks from May 13, 2020 until June 9, 2020.
Pursuant
to CMCO, most economic sectors and activities are allowed to operate while observing the business standard operation procedures such
as in our case social distancing and recording the names and telephone numbers of customers and the dates of their visit.
On
June 7, 2020, Malaysia Prime Minister announced that Recovery Movement Control Order (“RMCO”) would take place from June
10, 2020 to August 31, 2020, while preserving previous allowable economic activity, interstate travelling is now permissible. On August
28, 2020, Malaysia Prime Minister announced the extension of the RMCO by a further 4 months until 31 December, 2020.
On
October 14, 2020, the National Security Council announced that Selangor, Kuala Lumpur and Putrajaya will be placed under CMCO for a period
of 14 days to October 27, 2020.
On
January 1, 2021, RMCO has been extended until March 31, 2021, following the risk assessment conducted by the Ministry of Health of Malaysia.
An
official statement was released by the Prime Minister’s office on 28 May 2021, announcing the implementation of the Phase 1 FMCO
(Full MCO, also known as ‘total lockdown’) nationwide for a period of 14 days from June 1 to 14, 2021. Throughout this duration,
all economic sectors are not allowed to operate with the exception of essential economic and service sectors. On June 11, 2021, it was
announced that the FMCO will be extended for two more weeks, which scheduled to end on 28 June 2021. On June 27, 2021, Malaysia Prime
Minister announced that MCO 3.0 initially scheduled to end on 28 June will be further extended as long as the number of cases remains
high. As per the 4-phase National Recovery Plan, Phase 1 of MCO 3.0 will remain in place until these criteria are fulfilled:
● |
<
4000 daily infection cases |
● |
ICU
wards start operating at a moderate level |
● |
Nation
vaccination rate reaches 10% of the population |
Kuala
Lumpur transition from Phase 1 to Phase 2 of the National Recovery Plan effective on September 10, 2021.
During
the MCO, CMCO, RMCO and FMCO period, we have minimized the operations and have stopped to seek new business opportunities with established
business entities for merger with or acquisition of a target business. We expect the business activities will be resumed gradually.
Product
and Market Overview
On
November 28, 2018, the Company has disposed Asia Grand Will Limited and its subsidiaries and hence has terminated its business of tea
polyphenol products production and sales.
On
December 23, 2021, the Company and Mr. Or Ka Ming (“Mr. Or”) entered into a consulting agreement, pursuant to which Mr. Or,
as an independent contractor, agreed to make introductions for the purpose of developing business for the Company and negotiations with
potential strategic partners, and corporate planning as requested by the Company through December 22, 2022. It is expected that Mr. Or
will bring in some target businesses for consideration in 2022.
Employees
As
of the date of this Report, our officers and directors are our only employees.
Our
Chief Executive Officer and Chief Operating Officer serve the Company on a part-time basis.
Item
1A. Risk Factors
Not
applicable.
Item
1B. Unresolved Staff Comments
Not
applicable.
Item
2. Properties.
Our
corporate headquarter is located at No. 6, 6-1, 6-2, Jalan BS 10/6, Taman Bukit Serdang, 43300 Seri Kembangan, Selangor, Malaysia, which
is provided to us rent free by our Chief Executive Officer.
Item
3. Legal Proceedings.
As
of the date of this Report, we are not a party to any legal proceedings that could have a material adverse effect on our business, financial
condition or operating results. Further, to our knowledge, no such proceedings have been threatened against us.
Item
4. Mine Safety Disclosures.
Not
applicable.
PART
II
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market
Information
Our
common stock is quoted on the OTC Markets (“OTC PINK”) under the symbol “ICGL”. The Common Stock was initially
quoted on the OTC PINK on January 3, 2015, however, there has been very limited trading to date, and an active trading market may never
develop.
Holders
As
of the date of this Report there were approximately 484 holders of record of our Common Stock. This does not include an indeterminate
number of persons who hold our Common Stock in brokerage accounts and otherwise in “street name.” As of the date of this
Report, there are 533,539,882 shares of our Common Stock outstanding. There are no options, warrants or other securities convertible
into our Common Stock, other than the 50,000 shares of our Preferred Stock currently outstanding. Our Preferred Stock currently outstanding
are under contract for conversion into 50,000 shares of our Common Stock, representing a conversion basis of 1 share of Preferred Stock
for 1 share of Common Stock.
Dividends
Holders
of Common Stock are entitled to receive such dividends as may be declared by the Company’s Board of Directors. The Company did
not declare or pay dividends during its fiscal years ended December 31, 2021 or 2020.
To
the extent ICGL has any future earnings, it will likely retain earnings to expand corporate operations and not use such earnings to pay
dividends.
Transfer
Agent and Registrar
The
transfer agent and registrar for ICGL’s common stock is Globex Transfer, LLC, 780 Deltona Blvd., Suite 202, Deltona, FL 32725,
telephone 813-344-4490.
Repurchases
of Our Securities
None.
Recent
Sales of Unregistered Securities
All
unregistered sale of equity securities were reported in Current Reports on Form 8-k filed with SEC on December 29, 2021.
Indemnification
of Officers and Directors
Our
Bylaws, subject to the provisions of the Nevada Revised Statutes, contain provisions which allow the Company to indemnify any person
against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in
connection with service to us if it is determined that person acted in good faith and in a manner which he reasonably believed was in
or not opposed to the best interest of the Company. Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to our director, officer and controlling person, we have been advised that in the opinion of the SEC, such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Item
6. [Reserved]
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary
Statements
This
Annual Report on Form 10-K (this “Report”) contains forward-looking statements, including, without limitation, in the sections
captioned “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
and elsewhere. Any and all statements contained in this 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 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; |
|
● |
estimates
of our future revenue, expenses, capital requirements and our need for additional financing; and |
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 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 Report, or to reflect the occurrence of unanticipated events, except as required by law.
Results
of Operations
The
following summary of our results of operations should be read in conjunction with our consolidated financial statements for the years
ended December 31, 2021 and 2020, which are included herein.
Our
operating results for the year ended December 31, 2021 and 2020, and the changes between those periods for the respective items are summarized
as follows:
| |
Year
ended December 31, | |
| |
2021 | | |
2020 | |
| |
| | |
| |
Net revenues | |
| - | | |
| - | |
Operating expenses | |
| | | |
| | |
General and
administrative expenses | |
| 305,372 | | |
| 42,867 | |
Total operating expenses | |
| 305,372 | | |
| 42,867 | |
Loss from operations | |
| (305,372 | ) | |
| (42,867 | ) |
Other Income | |
| 301,290 | | |
| - | |
Loss Before Income Taxes | |
| (4,082 | ) | |
| (42,867 | ) |
Provision for Income Taxes | |
| - | | |
| - | |
Net Loss | |
| (4,082 | ) | |
| (42,867 | ) |
Other Comprehensive Income | |
| | | |
| | |
Foreign currency translation | |
| - | | |
| - | |
Total Comprehensive loss | |
| (4,082 | ) | |
| (42,867 | ) |
Loss per share | |
| | | |
| | |
Basic and Diluted Loss per Common Share | |
| (0.00 | ) | |
| (0.00 | ) |
Basic and Diluted Weighted Average Common Shares
Outstanding | |
| 509,156,320 | | |
| 508,539,882 | |
Comparison
of the Years ended December 31, 2021 and 2020
Net
Revenues
Net
revenues were $0 for the years ended December 31, 2021 and 2020.
Operating
Expenses
Our
general and administrative expenses increased from $42,867 for the year ended December 31, 2020 to $305,372 for the year ended December
31, 2021. The increase was mainly attributed to the consulting fee in the current year.
Other
Income
We
generated other income of $301,290 for the year ended December 31, 2021. The Company provide service to refer potential targets
to Customer for investments and/or mergers and acquisitions.
Net
Loss
Our
net loss decreased from $42,867 for the year ended December 31, 2020 to $4,082 for the year ended December 31, 2021. The decrease
was mainly attributed to the other income pursuant to a service agreement, of which the Company refer potential targets to Customer for
investments and/or mergers and acquisitions.
Liquidity
and Capital Resources
Since
the inception of the Company, we have incurred significant net losses and negative cash flows from operations. During the years ended
December 31, 2021 and 2020, we had net losses of $4,082 and $42,867, respectively. As of December 31, 2021, we had an accumulated
deficit of $9,446,739. As discussed in our financial statements for the year ended December 31, 2021, these factors raise substantial
doubt about our ability to continue as a going concern.
As
of December 31, 2021, we had cash and cash equivalents of $0. 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
the section of this Report titled “Certain Relationships and Related Transactions” for a discussion of our operating capital
from our related parties. These unsecured loans do not bear interest or fixed dates for repayment.
Operating
Activities
Net
cash provided by operating activities for the year ended December 31, 2021 and 2020 were $0.
Investing
Activities
Net
cash used in investing activities for the year ended December 31, 2021 and 2020 were $0.
Financing
Activities
Net
cash provided by financing activities for the year ended December 31, 2021 and 2020 were $0.
Off-Balance
Sheet Arrangements
During
the years ended December 31, 2021 and 2020, we did not have any off-balance sheet arrangements as defined by applicable SEC regulations.
Critical
Accounting Policies and Estimates.
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.
Item
7A. Quantitative and Qualitative Disclosures About Market Risk.
Not
applicable.
Item
8. Financial Statements and Supplementary Data
The
financial statements required by this item are set forth beginning in Item 15 of this Report on Form 10-K, beginning on page F-1, and
are incorporated herein by reference.
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item
9A. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information we are required to disclose is
recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Commission. Chiea Kah Szen,
our Principal Executive Officer and Principal Financial Officer, is responsible for establishing and maintaining our disclosure controls
and procedures.
Under
the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer,
we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the
Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal
Financial Officer have concluded that, as of December 31, 2021, these disclosure controls and procedures were not effective in ensuring
that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed,
summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated
to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions
regarding required disclosure.
The
term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s
principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s
board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes
those policies and procedures that:
● |
pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
of the registrant; |
|
|
● |
provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance
with authorizations of management and directors of the registrant; and |
|
|
● |
provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s
assets that could have a material effect on the financial statements. |
Management’s
Annual Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting is a process designed by, or under the supervision of, the Principal Executive Officer and Principal Financial Officer
and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles.
The
framework our management uses to evaluate the effectiveness of our internal control over financial reporting is based on the guidance
provided by the Committee of Sponsoring Organizations of the Treadway Commission in its 1992 report: INTERNAL CONTROL - INTEGRATED FRAMEWORK.
Based on our evaluation under the framework described above, our management have concluded that our internal control over financial reporting
was not effective as of December 31, 2021.
The
Company’s internal control over financial reporting is not effective due to a lack of sufficient resources to hire a support staff
in order to separate duties between different individuals. The Company lacks the appropriate personnel to handle all the varying recording
and reporting tasks on a timely basis.
This
Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation requirements by the company’s registered public accounting
firm.
Inherent
Limitations over Internal Controls
ICGL’s
management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error
and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that
the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all
control issues and instances of fraud, if any, within ICGL have been detected. These inherent limitations include the realities that
judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented
by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any
system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls
effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration
in the degree of compliance with policies or procedures.
Our
disclosure controls and procedures are designed to provide reasonable assurance of that our reports will be accurate. Our Principal Executive
Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective, as of the end
of the period covered by this Form 10-K. Our future reports shall also indicate that our disclosure controls and procedures are designed
for this reason and shall indicate the related conclusion by the Principal Executive Officer and Principal Financial Officer as to their
effectiveness.
Changes
in Internal Control Over Financial Reporting
There
have been no changes in our internal control over financial reporting during the fiscal year of 2021 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.
Item
9B. Other Information.
None.
Item
9C. Disclosure regarding foreign jurisdictions that prevent inspections.
Not
applicable
PART
III
Item
10. Directors, Executive Officers and Corporate Governance.
Identification
of Directors and Executive Officers:
As
of the date of this Report, our Board of Directors consists of one member. The Company has two officers.
Name |
|
Position
Held with the Company |
|
Age |
|
Date
First Elected or Appointed |
Chiea
Kah Szen |
|
President
and Chief Executive Officer |
|
50 |
|
March
30, 2019 |
Chean
Chee Foong |
|
Chief
Operating Officer |
|
41 |
|
May
1, 2019 |
David
Po |
|
Treasurer,
Secretary, Director |
|
60 |
|
May
1, 2017 |
Chiea
Kah Szen - President and Chief Executive Officer
Mr.
Chiea earns his degree in business administration with major in management and marketing from the Binary University in Malaysia in 1995.
Mr.
Chiea is the Group Managing Director and Deputy Executive Chairman of Mahiez Alliance Group (M) Bhd since 2012. Mahiez Alliance Group
(M) Bhd is the founder of “Global Halal Initiative” focusing on SMEs products export to China, Japan and the rest of the
world. Mr. Chiea is responsible for the research and to understand thoroughly business trends, market needs, market demands, market challenges
and bilateral trade policies in China, Southeast Asia, Central Asia and Middle East. Mr. Chiea operates autonomously in all facets of
business such as strategic planning, operations, company positioning, business growth, financial management, managerial tasks and business
acumen. Mr. Chiea oversees and maintains company standard operating procedures including business relations, performances and communication.
Mr. Chiea identifies all business opportunities and execute plans strategically and presents to public at events and trade shows to expand
business networks and build relationship.
With
over 20 years of experience in managing companies and strategizing company objectives, business models and business plans, the Company
believes Mr. Chiea’s extensive experience can help to identify business opportunities and analyze market gap in the industry.
Chean
Chee Foong – Chief Operating Officer
Mr.
Chean studied Computing and Information Technology with specialism in Business Information Systems at Asia Pacific University of Technology
and Innovation (APU) in association with Staffordshire University in year 2000. With Advanced Diploma, he began his career and since
then he gains his knowledge and position by experiences.
Mr.
Chean has been the Chief Executive Officer of Mahiez Alliance Group (M) Bhd since 2012, co-founding the “Global Halal Initiative”
that focus on SME products export to China and beyond. He leds the company operations and strategize the company direction from bottom-line
factors including long-range planning, company product and services management and business development. He is responsible to oversee
and maintain standard operating procedures including business relations, performances and communication. Mr. Chean provides cross-functional
management with board of directors, stakeholders and subsidiary companies including strategic partners, associates and counterparts in
China. He identifies all the business opportunities and strategically execute the planning with his team.
As
an all-rounder with 18 years of working experience and managerial skills in multi-industries, the Company believes Mr. Chean is capable
to identify business opportunities, designing business model and initiate the strategic planning in the industry.
David
Po - Treasurer, Secretary and Director
Mr.
Po has a distinguished career in international business, with an extensive history of transacting deals between Asia and western countries,
primarily the United States. From 2003 until present, Mr. Po served as Director and Chief Executive Officer of Everbest Real Estate Services
(“Everbest”), a marketing and sales company serving the Japanese, Chinese and Hong Kong markets for a major U.S.-based residential,
multi-family, industrial and commercial real estate development company. Everbest ceased operations prior to Mr. Po joining the Company.
Mr. Po received a Bachelor of Science degree from the University of California, San Diego. Mr. Po was selected based on his background
and history of transacting deals between Asia and western countries, namely the United States. The Company believes that Mr. Po possesses
the attributes necessary to create value for ICGL stockholders by way of sourcing and executing acquisitions of high quality assets located
in the People’s Republic of China and the greater Asia region.
Our
company believes that Mr. Po’s professional background experience gives him the qualifications and skills necessary to serve as
a director and officer of our company.
Employment
Agreements
We
currently do not have employment agreements with any of our executive officers or directors.
Family
Relationships
There
are no family relationships between any of our directors or executive officers.
Term
of Office
All
directors hold office for a one (1) year period and have been duly elected and qualified. There is no agreement with respect to the election
of directors. The Company has not compensated its directors for service on the Board of Directors of ICGL or any of its subsidiaries
or any committee thereof, other than as set forth under “Item 11. Executive Compensation – Director Compensation” below.
Any non-employee director of ICGL or its subsidiaries will be reimbursed for expenses incurred for attendance at meetings of the Board
of Directors and any committee of the Board of Directors, although no such committee has been established. Each executive officer of
ICGL is appointed by and serves at the discretion of the Board of Directors. None of the officers or directors of ICGL is currently an
officer or director of a company required to file reports with the Securities and Exchange Commission, other than ICGL.
Involvement
in Certain Legal Proceedings
To
our knowledge, no director, nominee for director, or executive officer of the Company has been a party in any legal proceeding material
to an evaluation of his ability or integrity during the past ten years.
Board
Committees
Audit
committee
We
do not have a separately-designated standing audit committee. The Board of Directors performs the functions of an audit committee, but
no written charter governs the actions of the Board of Directors when performing the functions that would generally be performed by an
audit committee. The Board of Directors approves the selection of our independent accountants and meets and interacts with the independent
accountants to discuss issues related to financial reporting. In addition, the Board of Directors reviews the scope and results of the
audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers
the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the
independent auditor and the performance of the independent auditor.
Compensation
and Nominations Committees
We
currently have no compensation or nominating committee or other board committee performing equivalent functions. Currently, the member
of our Board of Directors participates in discussions concerning executive officer compensation and nominations to the Board of Directors.
Compliance
with Section 16(a) of the Exchange Act
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than
10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes
in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and
5, respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with
copies of all Section 16(a) reports they file.
Based
solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that
no Form 5s were required for those persons. We believe that, during the fiscal year ended December 31, 2021, all filing requirements
applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10%
beneficial owners of our subsidiaries were complied with Section 16(a) of the Securities Exchange Act of 1934, as amended.
Shareholder
communications
The
Company does not have a process for security holders to send communications to the board of directors due to the fact that minimal securities
are traded on a stock exchange.
Code
of Conduct and Ethics
We
have adopted a Code of Ethics, as required by sections 406 and 407 of the Sarbanes-Oxley Act of 2002. It has been filed as an Exhibit
to our registration statement on Form S-1 filed on February 5, 2014.
Item
11. Executive Compensation.
Executive
Compensation
The
particulars of the compensation paid to the following persons:
|
(a) |
our
principal executive officer; |
|
|
|
|
(b) |
each
of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended December
31, 2021 and 2020; and |
|
|
|
|
(c) |
up
to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not
serving as our executive officer at the end of the years ended December 31, 2021 and 2020, who we will collectively refer to as the
named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided
for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for
the respective fiscal year: |
SUMMARY
COMPENSATION TABLE
Name
and Principal Position | |
Year | | |
| Salary
($) | | |
| Bonus
($) | | |
| Stock
Awards ($) | | |
| Option
Awards ($) | | |
| Non-Equity
Incentive Plan Compensa-tion ($) | | |
| Change
in Pension Value and Nonqualified Deferred Compensa-tion Earnings ($) | | |
| All
Other Compensa-tion ($) | | |
| Total
($) | |
Chiea Kah Szen (1) | |
2021 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
President and CEO | |
2020 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Chean Chee Foong(2) | |
2021 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
COO | |
2020 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
David Po(3) | |
2021 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Treasurer,
Secretary and Director | |
2020 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
(1) |
Mr.
Chiea Kah Szen was appointed as CEO and President on March 30, 2019 |
(2) |
Mr.
Chean Chee Foong was appointed COO on May 1, 2019. |
(3) |
Mr.
David Po resigned as CEO and President on March 30, 2019. But he remains as Treasurer, Secretary and Director. |
Stock
option plan
We
do not have a stock option plan and we have not issued any warrants, options or other rights to acquire our securities.
Employee
Pension, Profit Sharing or other Retirement Plans
We
do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans
in the future.
Outstanding
Equity Awards at Fiscal Year End
We
do not have outstanding equity awards during fiscal year 2021.
Director’s
Compensation
Name | |
Fee
earned or paid in cash | | |
Stock
Awards | | |
Option
Awards | | |
Non-equity
incentive plan compensation | | |
Nonqualified
deferred compensation earnings | | |
All
other compensation | | |
Total | |
David Po(1) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
-2021 | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
-2020 | |
| - | | |
$ | - | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | - | |
(1) |
Mr.
David Po resigned as CEO and President on March 30, 2019. But he remains as Treasurer, Secretary and Director. |
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Beneficial
Ownership of officers, directors and persons holding more than 5% of any class of ICGL’s voting securities.
The
following table sets forth certain information as of the date hereof with respect to the beneficial ownership of our shares of common
stock by (i) each executive officer and director, (ii) all executive officers and directors as a group, and (iii) beneficial owners of
5% or more of our outstanding Common Stock.
Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power
with respect to securities. Common Stock subject to options, warrants or convertible securities exercisable or convertible within 60
days as of the date hereof are deemed outstanding for computing the percentage of the person or entity holding such options, warrants
or convertible securities but are not deemed outstanding for computing the percentage of any other person. As of the date hereof, we
had 533,539,882 shares of Common Stock issued and outstanding, including 50,000 shares of Preferred Stock under contract for exchange
into Common Stock.
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary
shares beneficially owned by them. The Company does not maintain any equity compensation plans.
| |
Number of
Shares of | | |
| |
| |
Common Stock | | |
| |
Name
of Beneficial Owner(1) | |
Beneficially
Owned | | |
Percentage
of Class | |
Chiea Kah Szen (i) | |
| - | | |
| * | |
Chean Chee Foong (i) | |
| - | | |
| * | |
David Po (i) | |
| 514,800 | | |
| * | |
Qiu Peng (iii) | |
| 105,800,000 | | |
| 19.83 | % |
Li Mingguang (iii) | |
| 128,000,000 | | |
| 23.99 | % |
Pisces Star Overseas Co. Ltd (iii) | |
| 30,000,000 | | |
| 5.62 | % |
My Project Group Limited | |
| 25,000,000 | | |
| 4.69 | % |
| |
| | | |
| | |
All Directors and Officers as a Group (3 persons)(ii) | |
| 514,800 | | |
| * | |
*
Less than 1%.
(1)
In care of Image Chain Group Limited, Inc., No. 6, 6-1, 6-2, Jalan BS 10/6, Taman Bukit Serdang, 43300 Seri Kembangan, Selangor, Malaysia.
Change
in Control Arrangements
As
of December 31, 2021, there are no arrangements that would result in a change in control of the Company.
Item
13. Certain Relationships and Related Transactions, and Director Independence.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Related
Party Transactions
Related
parties’ relationships are as follows:
David
Po |
|
Director
and a shareholder of the Company |
During
the year ended December 31, 2020, David Po advanced $3,609 for operating expenses.
During
the year ended December 31, 2021, the Company did not have transaction with David Po.
Amounts
due to Mr. Po as of December 31, 2021 and December 31, 2020, were $731,273 and $731,273, respectively.
The
owing to Mr. Po consists of working capital advances and borrowings. These amounts are due on demand and are non-interest bearing.
Director
Independence
We
adhere to the NASDAQ listing standards in determining whether a director is independent. Our board of directors consults with its counsel
to ensure that the board’s determinations are consistent with those rules and all relevant securities and other laws and regulations
regarding the independence of directors. The NASDAQ listing standards define an “independent director” as a person, other
than an executive officer of a company or any other individual having a relationship which, in the opinion of the issuer’s board
of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Consistent
with these considerations, and considering their positions as executive officers and recent employees of the Company. Our board operates
with 2 directors, we have determined that none of our directors qualifies as an independent director. We do not maintain a compensation,
nominating or audit committee.
Policies
and Procedures for Related Party Transactions
Our
board of directors has adopted a policy, that our executive officers, directors, nominees for election as a director, beneficial owners
of more than 5% of any class of our Common Stock and any members of the immediate family of any of the foregoing persons are not permitted
to enter into a related person transaction with us without the prior consent of our audit committee. Any request for us to enter into
a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class
of our Common Stock or any member of the immediate family of any of the foregoing persons in which the amount involved exceeds $120,000
and such person would have a direct or indirect interest must first be presented to our audit committee for review, consideration and
approval. In approving or rejecting any such proposal, our audit committee is to consider the material facts of the transaction, including,
but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party
under the same or similar circumstances and the extent of the related person’s interest in the transaction. We did not have a formal
review and approval policy for related party transactions at the time of any of the transactions described above. However, all of the
transactions described above were entered into after presentation, consideration and approval by our board of directors and/or our audit
committee.
Item
14. Principal Accounting Fees and Services.
The
following tables set forth the aggregate fees billed to the Company by its independent registered public accounting firms for the fiscal
years ended December 31, 2021 and 2020.
JP
Centurion & Partners PLT
Accounting
Fees and Services
| |
2021 | | |
2020 | |
Audit Fees | |
$ | 8,000 | | |
$ | - | |
Audit Related Fees | |
| - | | |
| - | |
Tax Fees | |
| - | | |
| - | |
All Other Fees | |
| - | | |
| - | |
TOTAL | |
$ | 8,000 | | |
$ | - | |
Zia
Masood Kiani & Co.
Accounting
Fees and Services
| |
2021 | | |
2020 | |
Audit Fees | |
$ | 4,800 | | |
$ | 4,130 | |
Audit Related Fees | |
| - | | |
| - | |
Tax Fees | |
| - | | |
| - | |
All Other Fees | |
| - | | |
| - | |
TOTAL | |
$ | 4,800 | | |
$ | 4,130 | |
The
category of “Audit Fees” includes fees for our annual audit and services rendered in connection with regulatory filings with
the SEC, such as the issuance of comfort letters and consents.
The
category of “Audit-related Fees” includes employee benefit plan audits, internal control reviews and accounting consultation.
All
above audit services and audit-related services were pre-approved by the Board of Directors, which concluded that the provision of such
services by all parties was compatible with the maintenance of the respective firm’s independence in the conduct of its audits.
NOTES
TO 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 has not yet occurred.
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.
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
These
accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the
United States of America (“U.S. GAAP”).
Certain
reclassifications have been made to the prior period’s consolidated financial statements to conform to the current period’s
presentation.
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:
SUMMARY OF IDENTITIES OF CONSOLIDATED SUBSIDIARIES
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.
Revenue
Recognition
Revenue
is generated through referral service. Revenue is recognized when a customer obtains control of promised goods or services and is recognized
in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition,
the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with
customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those
goods and services. The Company applies the following five-step model in order to determine this amount:
(i) |
identification
of the promised goods and services in the contract; |
(ii) |
determination
of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the
contract; |
(iii) |
measurement
of the transaction price, including the constraint on variable consideration; |
(iv) |
allocation
of the transaction price to the performance obligations; and |
(v) |
recognition
of revenue when (or as) the Company satisfies each performance obligation. |
The
Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive
evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company
records revenue upon the end of service agreement.
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 years ended December 31, 2021 and 2020, the Company did not have any interest and penalties associated with tax positions. As of
December 31, 2021, the Company did not have any significant unrecognized uncertain tax positions.
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.
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 years ended December 31, 2021 and 2020, 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 December 31, 2021, the Company had an accumulated deficit of $9,446,739
and net loss of $4,082
and net cash used in operations of $0
for the year ended December 31, 2021. 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, 2021 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.
4.
ACCRUED LIABILITIES AND OTHER PAYABLES
Accrued
liabilities and other payables consisted of the following as of December 31, 2021 and December 31, 2020:
SCHEDULE OF ACCRUED LIABILITIES AND OTHER PAYABLES
| |
December
31, 2021 | | |
December
31, 2020 | |
| |
| | |
| |
Payable to My Project Group
Limited | |
$ | - | | |
$ | 66,069 | |
Accrued other expenses | |
| 8,006 | | |
| 12,360 | |
Total accrued liabilities
and other payables | |
$ | 8,006 | | |
$ | 78,429 | |
Effective
from January 1, 2021, the Company entered into service agreement with My Project Group Limited under which monthly compensation of $15,000
will be charged to the Company against provision of various consultancy services related to company accounting and filing services.
5.
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:
SCHEDULE OF LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE (BENEFIT)
| |
2021 | | |
2020 | |
| |
For the Years Ended | |
| |
December
31, | |
| |
2021 | | |
2020 | |
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 as of December 31, 2021 and 2019 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 December 31, 2021, the operations in the United States
of America incurred $3,902,100 of cumulative net operating losses (NOL’s) which can be carried forward to offset future taxable
income. The NOL carryforwards begin to expire in 2041, if unutilized. The Company has provided for a full valuation allowance of approximately
$819,441 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 December 31, 2021 and
2020:
SCHEDULE OF DEFERRED TAX ASSETS
| |
2021 | | |
2020 | |
| |
As
of December 31, | |
| |
2021 | | |
2020 | |
Deferred tax assets: | |
| | | |
| | |
NOL carryforwards | |
| | | |
| | |
United States | |
$ | 756,170 | | |
$ | 755,313 | |
Foreign operations | |
| - | | |
| - | |
Change in valuation
allowance | |
| (756,170 | ) | |
| (755,313 | ) |
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 $756,170
as of December 31, 2021. For the year ended
December 31, 2021, the valuation allowance increased by $857, 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.
6.
RELATED PARTY TRANSACTIONS
Related
parties’ relationships are as follows:
David
Po |
|
Director
and a shareholder of the Company |
During
the year ended December 31, 2021, the Company did not have transaction with David Po. Amounts due to Mr. Po as of December 31, 2021 and
2020, were $731,273 and $731,273, respectively.
The
owing to Mr. Po consists of working capital advances and borrowings. These amounts are due on demand and are non-interest bearing.
7.
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 year ended December 31, 2021, there were no issuances of Preferred Stock.
As
of December 31, 2021 and 2020, 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 year ended December 31, 2021, the Company issued 25,000,000 shares of Common Stock for services.
As
of December 31, 2021 and 2020, 533,539,882 and 508,539,882 shares of common stock were issued and outstanding, respectively.
8.
SEGMENT INFORMATION
ASC
280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with
the Company’s internal organization structure as well as information about services categories, business segments and major customers
in financial statements. The Company has one reportable segment in term of geography.
SCHEDULE
OF SEGMENT INFORMATION BY GEOGRAPHY
By
geography
| |
Malaysia | | |
Total | |
| |
As
of December 31, 2021 | |
| |
Malaysia | | |
Total | |
Revenue | |
| - | | |
| - | |
Cost
of revenues | |
| - | | |
| - | |
Depreciation
and amortization | |
$ | - | | |
$ | - | |
Net
loss | |
| (4,082 | ) | |
| (4,082 | ) |
Total
assets | |
| 24,205 | | |
| 24,205 | |
Capital
expenditures for long-lived assets | |
| - | | |
| - | |
| |
Malaysia | | |
Total | |
| |
As
of December 31, 2020 | |
| |
Malaysia | | |
Total | |
Revenue | |
| - | | |
| - | |
Cost
of revenues | |
| - | | |
| - | |
Depreciation
and amortization | |
$ | - | | |
$ | - | |
Net
loss | |
| (42,867 | ) | |
| (42,867 | ) |
Total
assets | |
| - | | |
| - | |
Capital
expenditures for long-lived assets | |
| - | | |
| - | |
9.
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 December 31, 2021 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.”
10. SIGNIFICANT
EVENTS
During
the fiscal year, the World Health Organization declared the Coronavirus (COVID-19) outbreak to be a pandemic, which has caused severe
global social and economic disruptions and uncertainties, including markets where the Company operates.
The
Company considers this outbreak as non-adjusting-events. The consequences brought about by Covid-19 continue to evolve and whilst the
Company actively monitoring and managing its operations to respond to these changes, the Company does not consider it practicable to
provide any quantitative estimate on the potential impact it may have on the Company.