10-Q 1 monza10qfeb28.htm

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 February 28, 2014

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

For the transition period from to

Commission File Number 000-51976

IMOGO MOBILE TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

Nevada N/A

(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

100 - 40 Lake Bellevue Dr., WA, USA 98005

(Address of principal executive offices) (Zip Code)

206-458-7018

(Registrant’s telephone number, including area code)

Monza Ventures Inc., 1018 Huguang Rd., Chang Chun, China, 130012

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] YES [ ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X] YES [ ] NO

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

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]

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.

73,500,000 common shares issued and outstanding as of March 18, 2014.

FORM 10-Q

For the Three Months Ended

February 28, 2014 and February 28, 2013

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A.: Risk Factors

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

Item 3. Defaults Upon Senior Securities

Item 4. Mine Safety Disclosures

Item 5. Other Information

Item 6. Exhibits

SIGNATURES

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the Securities and Exchange Commission instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended February 28, 2014 are not necessarily indicative of the results that can be expected for the full year.

Imogo Mobile Technologies Corp.
(A Development Stage Company)
Balance Sheets

			February 29,	November 30,
			2014	2013
			(Unaudited)	(Audited)
		ASSETS
Current Assets
Cash and Cash Equivalents			$ -	$ -
TOTAL CURRENT ASSETS

Website Development Costs			-	-
Investment in Subsidiary			-
TOTAL ASSETS			$ -	$ -

		LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
	Accounts Payable and Accured Liabilities		$ -	$ 1,800
	Due to Shareholder		41,000	41,000
	Due to Related Party		105,614	103,814
TOAL CURRENT LIABILITIES			146,614	146,614


COMMITMENTS

Stockholders' Equity
Common Stock
Authorized: 75,000,000 common shares at $0.001 par value
Issued: 73,500,000 issued and outstanding at February 28, 2014 and November 30, 2014			73,500	73,500
Additional paid-in capital			(28,223)	(28,223)
(Deficit) accumulated during the development stage			(191,891)	(191,891)


TOTAL STOCKHOLDERS' EQUITY			(146,614)	(146,614)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$ -	$ -



The accompanying notes are an integral part of these financial statements

Imogo Mobile Technologies Corp.
(A Development Stage Company)
Statements of Operations
		(unaudited)
				September 6, 2005
		For the Three Months Ended		(Inception) to
		February 28,		February 28,
		2014	2013	2014

General and Administration Expenses
	Filing Fees	$ -	$ -	$ 3,828
	Bank charges and interest	-	-	1,129
	Professional Fees	-	6,700	107,607
	Interest Expense	-	867	21,277
	Rent	-	-	53,000
	Office Expense	-	-	50
	Website Development	-	-	5,000

Operating loss		$ -	$ (7,567)	(191,890)

Net (loss) for the period		$ -	$ (7,567)	$ (191,890)

Net (loss) per share
	Basic and diluted	$ -	$ (0.000)

Weighted Average Shares Outstanding
	Basic and diluted	73,500,000	73,500,000


The accompanying notes are an integral part of these financial statements.

Imogo Mobile Technologies Corp.
(A Development Stage Company)
Statement of Cash Flows
For the Three Months Ended February 28, 2014 and 2013 and the
Period from September 6, 2005 (Inception) Through February 28, 2014
		(unaudited)

					September 6, 2005
			For the Three Months Ended		(Inception) to
			February 28,		February 28,
			2014	2013	2014

Cash Flow from Operating Activities
	Net (loss) for the period		$ -	$ (7,567)	$ (191,891)
	Imputed interest on related party transactions		-	867	21,277
Changes in non-cash working capital items
	Accounts payable and accured liabilities		-	6,700	26,400

Net Cash Flow Used in Operating Activities			-	-	(144,214)

Cash Flows from Investing Activities
Investment in Subsidiary			-		-
Website development			-	-	-
Net Cash Flow Used in Investing Activities			-	-	-

Financing Activities
	Advances from related party		-	-	103,814
	Issuance of common stock		-	-	40,400

Net Cash Flow Provided by Financing Activities			-	-	144,214

Net change in cash			-	-	-

Cash, Beginning of Period			-	-	-

Cash, End of Period			$ -	$ -	$ -

The accompanying notes are an integral part of these financial statements.

Imogo Mobile Technologies Corp.

(A Development Stage Company)

Notes to the Financial Statements

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company is a development stage company which was incorporated in the State of Nevada on September 6, 2005 under the name Monza Ventures Inc. Effective February 24, 2012, we changed our name to “Imogo Mobile Technologies Corp.”, by way of a merger with our wholly owned subsidiary Imogo Mobile Technologies Corp., which was formed solely for the change of name. The Company intends to commence operations as an e commerce retailer of overstock items through a website on the internet.

Basis of Presentation

The Company follows accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.

Use of Estimates

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

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of February 28, 2014 and 2013, there were no cash equivalents.

Development Stage Company

The Company complies with the FASB Accounting Standards Codification (ASC) Topic 915 Development Stage Entities

Impairment of Long Lived Assets

Long-lived assets are reviewed for impairment in accordance with ASC Topic 360, "Accounting for the Impairment or Disposal of Long- lived Assets". Under ASC Topic 360, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized or the amount, if any, which the carrying value of the asset exceeds the fair value.

Income Taxes

Imogo uses the liability method of accounting for income taxes pursuant to FASB Topic 740. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of temporary differences between the tax basis of the assets and liabilities and their financial amounts at year end.

Basic and Diluted Net Loss Per Share

Basic earnings per common share is computed based upon the weighted average number of common shares outstanding during the period. Diluted earnings per share consists of the weighted average number of common shares outstanding plus the dilutive effects of options and warrants calculated using the treasury stock method. In loss periods, dilutive common equivalent shares are excluded as the effect would be anti-dilutive. At February 28, 2014, no equivalents existed because the effect would be anti-dilutive.

Website Development Cost

The Company adopted EITF 00-2, "Accounting for Website Development Costs," which specifies the appropriate accounting for costs incurred in connection with the development and maintenance of websites. Under the EITF 00-2, website development costs are capitalized when acquired and installed, and are being amortized over its estimated useful life. On November 15, 2005, the Company entered into a web design contract. The Company accrued and paid $5,000 website development cost and has not recorded an amortization of the website development costs as the initial installation of the website has not yet completed as of February 28, 2014.

Stock Based Compensation

The Company accounts for stock-based employee compensation arrangements using the fair value method in accordance with the provisions of ASC Topic 718 Compensation-Stock Compensation. The Company accounts for the stock options issued to non-employees in accordance with the provisions of ASC Topic 718 Compensation- Stock Compensation.

The Company did not grant any stock options or warrants during the period from inception to February 28, 2014.

Revenue Recognition

Revenue is recognized when it is realized or realizable and earned. Imogo considers revenue realized or realizable and earned when pervasive evidence of an arrangement exists, services have been provided, and collectability is reasonably assured. Revenue that is billed in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the periods the services are provided.

Expense Recognition

The Company expenses costs as incurred.

New Accounting Standards

Imogo does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

NOTE 2 GOING CONCERN

Imogo's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating to $191,891 and has insufficient working capital to meet operating needs for the next twelve months as of February 28, 2014, all of which raise substantial doubt about Imogo's ability to continue as a going concern.

NOTE 3 CAPITAL STOCK

On September 9, 2005, the Company issued 5,000,000 common shares at $0.001 per share to the sole director of the Company for total proceeds of $5,000.

On September 12, 2005, the Company issued 4,000,000 common shares at $0.001 per share for total proceeds of $4,000.

On September 13, 2005, the Company issued 1,500,000 common shares at $0.01 per share for total proceeds of $15,000.

On September 20, 2010, the stockholder's of the Company authorized the forward stock split of our issued and outstanding common stock on a seven for one (7:1) basis. The forward stock split became effective on September 20, 2010. As a result of the forward stock split, the Company increased its issued and outstanding shares of the common stock to 73,500,000 from 10,500,000.

NOTE 4 INCOME TAXES

The Company records income taxes in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.” The standard requires, among other provisions, an asset and liability approach to recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

NOTE 5 RELATED PARTY TRANSACTIONS

As of February 28, 2014 and November 30, 2013, $105,614 and $103,814, respectively is due to a company controlled by a person related to the former director of the Company. There are no terms of interest or repayment on this loan.

There is a balance of $41,000 owing to the shareholder as of February 28, 2014. There are no terms of interest or repayment on this loan.

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

Management's Discussion and Analysis contains various "forward looking statements" regarding future events or the future financial performance of our company that involve risks and uncertainties. Certain statements included in this Form 10-Q, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to "anticipates", "believes", "plans", "expects", "future" and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in our company's business, including but not limited to, reliance on key customers and competition in its markets, market demand, product performance, technological developments, maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of our company. Our company adopted at management's discretion, the most conservative recognition of revenue based on the most astringent guidelines of the Securities and Exchange Commission (the “SEC”) in terms of recognition of software licenses and recurring revenue. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). Our company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein.

Forward-looking statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors and risks that could affect our results and achievements and cause them to materially differ from those contained in the forward-looking statements include those identified in the section titled "Risk Factors" in our company's Annual Report on Form 10-K for the year ended November 30, 2012 as well as other factors that we are currently unable to identify or quantify, but that may exist in the future.

In addition, the foregoing factors may affect generally our business, results of operations and financial position. Forward-looking statements speak only as of the date the statement was made. We do not undertake and specifically decline any obligation to update any forward-looking statements.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "US$" refer to United States dollars and all references to "common stock" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our" and "our company" mean Imogo Mobile Technologies Corp., unless otherwise indicated.

Corporate Overview

Imogo Mobile Technologies Corp. was incorporated in the state of Nevada on September 6, 2005 under the name Monza Ventures Inc.

On November 15, 2005, our company entered into a web design contract with Fusion Business Group Inc. to create and develop our company's website. In consideration for Fusion to create and develop the website, we agreed to pay to Fusion a fee of $20,000 for the website, which $5,000 was due February 28, 2006. Other than the items mentioned above, we are not required to make any other types of payments to Fusion during the term of the agreement. Our company accrued and paid $5,000 website development cost and has not recorded an amortization of the website development costs as the initial installation of the website has not yet completed as of February 28, 2014.

On September 20, 2010, the stockholder's of our company authorized the forward split of our issued and outstanding common stock on a seven for one (7:1) basis. The forward split became effective on September 20, 2010. As a result of the forward split, our company increased its issued and outstanding shares of the common stock to 73,500,000 from 10,500,000.

On January 5, 2012, our company entered into a memorandum of understanding with Imogo Mobile Technologies Corp. According to the terms of the memorandum of understanding, we agreed to purchase all of the issued and outstanding common shares in exchange for 16,400,000 shares of our company’s common stock at a deemed price of $1.00 per share. Our company may terminate this memorandum of understanding at any time, with or without cause, by providing written notice of termination to Imogo.

Effective February 24, 2012, we changed our name from “Monza Ventures Inc.” to “Imogo Mobile Technologies Corp.”, by way of a merger with our wholly owned subsidiary Imogo Mobile Technologies Corp., which was formed solely for the change of name.

Imogo Mobile Technologies Corp. Corp. ("Imogo") intends to commence operations as a cloud computing services provider which will offer productivity and marketing solutions designed for operating on smartphones and tablets. The initial region we plan to market our mobile services to is North America. We currently have developed a mobile office services platform under the name of “ZaOffice”. The ZaOffice platform will provide the synchronization of emails, calendars, contacts, files and documents. ZaOffice has been designed to be licensed as a white label platform for national brands. The company is seeking to engender strategic partners with the view of adapting, marketing and licensing the ZAOffice mobile office platform. The company is planning to commence beta testing at the www.zaoffice.com website. We currently do not have any contracts, agreements, or understandings with any development companies.

Cash Requirements

Imogo Mobile Technologies Corp. is currently and continually seeking sources of funding to continue our operation of developing our technology. In order for us to begin commercialization of our product, we will need to raise additional capital.

Our current cash balance is $0. We anticipate that our current cash balance will not satisfy our cash needs for the following twelve-month period. There can be no assurance that we will be successful in finding financing, or even if financing is found, that we will be successful in proceeding with profitable operations.

Not accounting for our working capital deficit of $191,891, we require additional funds of approximately $25,000 at a minimum to proceed with our plan of operation over the next twelve months, exclusive of any capital investments. As we do not have the funds necessary to cover our projected operating expenses for the next twelve month period, we will be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates.

Our auditors have issued a going concern opinion for the year ended November 30, 2012. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any significant revenues and no significant revenues are anticipated until our commercial operations begin. As we had cash in the amount of $0 and a working capital deficit in the amount of $191,891 as of February 28, 2014, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. We will require additional funds to implement our operations. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. We currently do not have any arrangements in place for the completion of any debt financings or private placement financings and there is no assurance that we will be successful in completing any debt financing or private placement financing.

Estimated Net Expenditures During the Next Twelve Months

Expense Amount

General and administrative $ 8,000

Rent 12,000

Professional fees 5,000

Total $ 25,000

Results of Operations for the Three Months Ended February 28, 2014 and February 28, 2013 and the period from Inception (September 6, 2005) to February 28, 2014.

We have not earned any revenues from inception through the period ending February 28, 2014.

Three Months

Ended

February 28,

Three Months

Ended

February 28,

September 6, 2005

(Inception)

February 28,

2014

2014 2013

Revenues $ Nil $ Nil $ Nil

Expenses $ Nil $ (7,567 ) $ 191,890

Net Loss $ Nil $ (7,567) $ (191,890 )

We incurred a net loss in the amount of $0 for the three months ended February 28, 2014 compared to $7,567 for the three months ended February 28, 2013. We incurred a net loss of $191,890 for the period from our inception on September 6, 2006 to February 28, 2014.

Three Months

Ended

February 28,

Three Months

Ended

February 28,

September 6, 2005

(Inception)

through, February 28,

2014

2014 2013

Filing fees $ Nil $ Nil $ 3,828

Bank charges and interest $ Nil $ Nil $ 1,129

Professional fees $ Nil $ 6,700 $ 107,607

Interest expense $ Nil $ 867 $ 21,277

Rent $ Nil $ Nil $ 53,000

Office expense $ Nil $ Nil $ 50

Website development $ Nil $ Nil $ 5,000

Our operating expenses incurred for the three months ended February 28, 2014 were $nil compared to $7,567 for the three months ended February 28, 2013. Our operating expenses for the period from September 6, 2005 (inception) to February 28, 2014 were $191,891.

Liquidity and Capital Resources

As of the date of this quarterly report, we have not generated any revenues from our business activities.

Working Capital

At February 28, November 30,

2014 2013

Current Assets $ Nil $ Nil

Current Liabilities $ 146,614 $ 146,614

Working Capital $ (146,614 ) $ (133,114 )

Cash Flows Three Months Three Months September 6, 2005

Ended Ended (Inception) to

February 28, February 28, February 28,

2014 2013 2014

Net Cash Provided by (Used in) Operating Activities $ Nil $ Nil $ (144,214 )

Net Cash Provided by (Used In) Investing Activities $ Nil $ Nil Nil

Net Cash Provided by Financing Activities $ Nil $ Nil $ 144,214

Change In Cash During The Period $ Nil $ Nil $ Nil

As of February 28, 2014 our total assets were $0 and our total liabilities were $146, 614 and we had a working capital deficit of $146,614. Our financial statements report a net loss of $nil for the three months ended February 28, 2014 and a net loss of $191,891 for the period from September 6, 2005 (date of incorporation) to February 28, 2014. Our net loss from operations decreased to $nil for the three months ended February 28, 2014, as compared to $7,567 for the three months ended February 28, 2013. Our losses have decreased primarily as a result of no professional fees.

The continuation of our business is dependent upon obtaining further financing, a successful implementation of our business plan, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements.

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve months ending February 28, 2015.

Employees

Currently our only employees are our directors and officers. We do not expect any material changes in the number of employees over the next three month period. We do and will continue to outsource contract employment as needed.

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, capital expenditures or capital resources that is material to stockholders.

Going Concern

We have suffered recurring losses from operations. The continuation of our company as a going concern is dependent upon our company attaining and maintaining profitable operations and raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our company discontinue operations.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for the year ended November 30, 2013, our independent auditors included an explanatory paragraph regarding the substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most "critical accounting polices" in the Management Discussion and Analysis. The SEC indicated that a "critical accounting policy" is one which is both important to the portrayal of a company's financial condition and results, and requires management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We believe that the following accounting policies fit this definition.

Basis of Presentation

Our company follows accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.

Use of Estimates

Cash and Cash Equivalents

For purposes of the statement of cash flows, our company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of February 28, 2014 and February 28, 2013, there were no cash equivalents.

Development Stage Company

Our company complies with the FASB Accounting Standards Codification (ASC) Topic 915 Development Stage Entities

Impairment of Long Lived Assets

Income Taxes

Basic and Diluted Net Loss Per Share

Website Development Cost

Our company adopted EITF 00-2, "Accounting for Website Development Costs," which specifies the appropriate accounting for costs incurred in connection with the development and maintenance of websites. Under the EITF 00-2, website development costs are capitalized when acquired and installed, and are being amortized over its estimated useful life. On November 15, 2005, our company entered into a web design contract. The company accrued and paid $5,000 website development cost and has not recorded an amortization of the website development costs as the initial installation of the website has not yet completed as of February 28, 2014.

Stock Based Compensation

Our company accounts for stock-based employee compensation arrangements using the fair value method in accordance with the provisions of ASC Topic 718 Compensation-Stock Compensation. Our company accounts for the stock options issued to non-employees in accordance with the provisions of ASC Topic 718 Compensation- Stock Compensation.

Our company did not grant any stock options or warrants during the period from inception to February 28, 2014.

Revenue Recognition

Revenue is recognized when it is realized or realizable and earned. Our company considers revenue realized or realizable and earned when pervasive evidence of an arrangement exists, services have been provided, and collectability is reasonably assured. Revenue that is billed in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the periods the services are provided.

Advertising Expenses

Our company expenses advertising costs as incurred. There was no advertising expense incurred by our company during the period ended February 28, 2014 and 2013.

New Accounting Standards

Our company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

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

Management's Report on Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our president (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, our president (our principal executive officer, principal financial officer and principal accounting officer) concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective at ensuring that information required to be disclosed in reports filed under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principal accounting officer), as appropriate to allow timely decisions regarding required disclosure. This determination was a result of our external auditor needing to post adjustments to our financial statements.

Our management, including our president (our principal executive officer, principal financial officer and principal accounting officer), does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, 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. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. We performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this quarterly report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors

You should carefully consider the following risk factors together with the other information contained in this Quarterly Report on Form 10-Q, and in prior reports pursuant to the Securities Exchange Act of 1934, as amended and the Securities Act of 1933, as amended. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. In such cases, the trading price of our common stock could decline. There have been no material changes to the risk factors previously discussed in Item 1A “Risk Factors” of our company's Form 10-K for the year ended November 30, 2013, including but not limited, to the following:

The report of our independent registered public accounting firm contains explanatory language that substantial doubt exists about our ability to continue as a going concern

Our company has net losses for the period from inception (September 6, 2005) to February 28, 2014 of $191,891. The independent auditor's report on our financial statements contains explanatory language that substantial doubt exists about our ability to continue as a going concern. The report states that we depend on the continued contributions of our executive officers to work effectively as a team, to execute our business strategy and to manage our business. The loss of key personnel, or their failure to work effectively, could have a material adverse effect on our business, financial condition, and results of operations. If we are unable to obtain sufficient financing in the near term or achieve profitability, then we would, in all likelihood, experience severe liquidity problems and may have to curtail our operations. If we curtail our operations, we may be placed into bankruptcy or undergo liquidation, the result of which will adversely affect the value of our common shares.

We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease activities.

We were incorporated in September 6, 2005 and we have not commenced our proposed business activities or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss was $191,891 from inception to February 28, 2014. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

· our ability to produce a successful website

· our ability to generate revenues

· our ability to reduce business costs.

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and development of our web site. As a result, we may not generate revenues in the future. Failure to generate revenues will cause us to suspend or cease activities.

Because we will have to spend additional funds to determine if we have a viable web site, if we can't raise the money we will have to cease operations and you could lose your investment.

Even if we complete our current web site development and it is successful in generating revenues, we will have to spend substantial funds on further advertising and marketing before we will know if we have a commercially viable web site.

Due to external market factors in the internet business, we may not be able to viably market our web site.

The internet industry, in general, is intensely competitive. Even if a commercially viable website is produced, we can provide no assurance to investors that a ready market will exist for the sale of our product. Numerous factors beyond our control may affect the marketability of our website. The exact effect of these factors cannot be accurately predicted, but any combination of these factors may result in our not receiving an adequate return on invested capital.

Because our officers and directors have other outside business activities and will only be devoting approximately five hours per week to our operations, our operations may be sporadic and occur at times which are convenient to our officers and directors which may result in periodic interruptions or suspensions business activity. As a result, business activity may be periodically interrupted or suspended.

Nevada law and our articles of incorporation protect our directors from certain types of lawsuits, which could make it difficult for us to recover damages from them in the event of a lawsuit.

Nevada law provides that our directors will not be liable to our company or to our stockholders for monetary damages for all but certain types of conduct as directors. Our Articles of Incorporation require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require our company to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

If a market for our common stock does not develop, shareholders may be unable to sell their shares and will incur losses as a result.

There is currently no market for our common stock and no certainty that a market will develop. If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and operating results. It may be time consuming, difficult and costly for us to develop and implement the additional internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal auditing and other finance staff in order to develop and implement appropriate additional internal controls, processes and reporting procedures. If we are unable to comply with these requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires of publicly traded companies.

If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock. Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, we will be required to prepare assessments regarding internal controls over financial reporting and beginning with our Annual Report on Form 10-K for our fiscal period ending November 30, 2013 furnish a report by our management on our internal control over financial reporting. We have begun the process of documenting and testing our internal control procedures in order to satisfy these requirements, which is likely to result in increased general and administrative expenses and may shift management time and attention from revenue-generating activities to compliance activities. While our management is expending significant resources in an effort to complete this important project, there can be no assurance that we will be able to achieve our objective on a timely basis. There also can be no assurance that our auditors will be able to issue an unqualified opinion on management's assessment of the effectiveness of our internal control over financial reporting. Failure to achieve and maintain an effective internal control environment or complete our Section 404 certifications could have a material adverse effect on our stock price. In addition, in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover "material weaknesses" in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines "significant deficiency" as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.

In the event that a material weakness is identified, we will employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify. However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.

Any failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

Because we are quoted on the OTCBB instead of an exchange or national quotation system, our investors may have a tougher time selling their stock or experience negative volatility on the market price of our stock.

Our common stock is traded on the OTCBB. The OTCBB is often highly illiquid. There is a greater chance of volatility for securities that trade on the OTCBB as compared to a national exchange or quotation system. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence of consistent administrative supervision of bid and ask quotations, lower trading volume, and market conditions. Investors in our common stock may experience high fluctuations in the market price and volume of the trading market for our securities. These fluctuations, when they occur, have a negative effect on the market price for our securities. Accordingly, our stockholders may not be able to realize a fair price from their shares when they determine to sell them or may have to hold them for a substantial period of time until the market for our common stock improves.

Once publicly trading, the application of the "penny stock" rules could adversely affect the market price of our common shares and increase your transaction costs to sell those shares. The SEC has adopted Rule 3a51-1 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 require: (1) that a broker or dealer approve a person's account for transactions in penny stocks; and (2) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased In order to approve a person's account for transactions in penny stocks, the broker or dealer must: (1) obtain financial information and investment experience objectives of the person; and (2) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (1) sets forth the basis on which the broker or dealer made the suitability determination; and (2) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

The market price for our common shares is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history and lack of profits which could lead to wide fluctuations in our share price. The price at which you purchase our common shares may not be indicative of the price that will prevail in the trading market. You may be unable to sell your common shares at or above your purchase price, which may result in substantial losses to you.

The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or "risky" investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

Volatility in our common share price may subject us to securities litigation, thereby diverting our resources that may have a material effect on our profitability and results of operations. As discussed in the preceding risk factors, the market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management's attention and resources.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On December 22, 2011, Greg Thompson resigned as president and secretary of our company. Mr. Thompson’s resignation was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise.

Concurrently with Mr. Thompson’s resignation, we appointed Steward E. Irvine as president and secretary of our company, effective December 22, 2011. We also increased the number of directors on our board of directors to five and appointed Mr. Irvine to fill the ensuing vacancy.

Effective January 9, 2012, Greg Thompson resigned as director of our company. Mr. Thompson’s resignation was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise.

Also effective January 9, 2012, we decreased the number of directors on our board of directors to four. Our board of directors now consists of Chen Wang, Peng Jian Zhi, Yuan Wei and Stewart E. Irvine.

Item 6. Exhibits

Exhibit No. Description

(3) Articles of Incorporation ; Bylaws

3.1 Articles of Incorporation (incorporated by reference to our Registration Statement on Form SB-2 filed on January 4, 2006)

3.2 Bylaws (incorporated by reference to our Registration Statement on Form SB-2 filed on January 4, 2006)

3.3 Articles of Merger (incorporated by reference to our Current Report on Form 8-K filed on February 24, 2012)

(10) Material Contracts

10.1 Web Site Design Project Contract between our company and Fusion Business Group dated November 15, 2005 (incorporated by reference to our Registration Statement on Form SB-2 filed on January 4, 2006)

(14) Code of Ethics

14.1 Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed on March 14, 2012)

(31) Rule 13a-14(a) / 15d-14(a) Certifications

31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

(32) Section 1350 Certifications

32.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of 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.

** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

IMOGO MOBILE TECHNOLOGIES CORP.

(Registrant)

Date: March 20, 2014

/s/ Stewart Irvine

Stewart Irvine

President, Secretary and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

IMOGO MOBILE TECHNOLOGIES CORP. 10-Q