UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended December 31, 2017

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

Commission File Number: 333-189359

IMAGE INTERNATIONAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada		20-3204968
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification No.)

8105 Birch Bay Square St. Suite 205, Blaine, WA		98230
(Address of principal executive offices)		(Zip Code)

(852) 9022-8228

(Registrant’s telephone number, including area code)

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 past 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.

Yes [X] 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).

Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filed,” “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 [ ] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of February 12, 2018, the Company had 414,059,000 shares of common stock outstanding.

IMAGE INTERNATIONAL GROUP, INC.

Quarterly Report on Form 10-Q

For the Period Ended December 31, 2017

FORWARD-LOOKING STATEMENTS

This Form 10-Q for the quarterly period ended December 31, 2017 contains forward-looking statements that involve risks and uncertainties. Forward-looking statements in this document include, among others, statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve assumptions, risks and uncertainties regarding, among others, the success of our business plan, availability of funds, government regulations, operating costs, our ability to achieve significant revenues, our business model and products and other factors. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. In evaluating these statements, you should consider various factors, including the assumptions, risks and uncertainties set forth in reports and other documents we have filed with or furnished to the SEC. These factors or any of them may cause our actual results to differ materially from any forward-looking statement made in this document. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding future events, our actual results will likely vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. The forward-looking statements in this document are made as of the date of this document and we do not intend or undertake to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with U.S. generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine-month period ended December 31, 2017 are not necessarily indicative of the results that can be expected for the year ending March 31, 2018.

IMAGE INTERNATIONAL GROUP, INC.

Condensed Consolidated Financial Statements

December 31, 2017

(Expressed in U.S. dollars)

(unaudited)

	Index

Condensed Consolidated Balance Sheets	F–1
Condensed Consolidated Statements of Operations and Comprehensive Loss	F–2
Condensed Consolidated Statements of Cash Flows	F–3
Notes to the Condensed Consolidated Financial Statements	F–4

IMAGE INTERNATIONAL GROUP, INC.

Condensed Consolidated Balance Sheets

(Expressed in U.S. dollars)

	December 31, 2017 $			March 31, 2017 $
	(unaudited)

ASSETS

Current Assets

Cash		6,383			1,964

Total Assets		6,383			1,964

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable and accrued liabilities (Note 4)		50,050			2,400
Loan payable (Note 3)		–			106,177
Due to related parties (Note 4)		161,275			1,000

Total Liabilities		211,325			109,577

Going Concern (Note 1)

Commitments (Note 5)

Subsequent Events (Note 6)

Stockholders’ Deficit

Common stock, 1,000,000,000 shares authorized, $0.001 par value 14,059,000 shares issued and outstanding		14,059			14,059
Additional paid-in capital		784,941			784,941
Deficit		(1,003,942	)		(906,613	)

Total Stockholders’ Deficit		(204,942	)		(107,613	)

Total Liabilities and Stockholders’ Deficit		6,383			1,964

(The accompanying notes are an integral part of these condensed consolidated financial statements)

F-1

IMAGE INTERNATIONAL GROUP, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

(unaudited)

	Three Months Ended December 31, 2017 $			Three Months Ended December 31, 2016 $			Nine Months Ended December 31, 2017 $			Nine Months Ended December 31, 2016 $

Expenses

General and administrative		1,341			807			1,837			3,918
Management fees (Note 4)		40,500			–			67,500			–
Professional fees		1,250			1,000			7,450			6,746
Transfer agent and filing fees		2,866			827			20,542			15,456

Total Expenses		45,957			2,634			97,329			26,120

Loss Before Other Income		(45,957	)		(2,634	)		(97,329	)		(26,120	)

Other Income

Forgiveness of related party debt (Note 4)		–			267,000			–			267,000

Net Income (Loss) and Comprehensive Income (Loss)		(45,957	)		264,366			(97,329	)		240,880

Net Earnings (Loss) Per Share, Basic and Diluted		–			0.02			(0.01	)		0.02

Weighted Average Shares Outstanding		14,059,000			14,059,000			14,059,000			14,059,000

(The accompanying notes are an integral part of these condensed consolidated financial statements)

F-2

IMAGE INTERNATIONAL GROUP, INC.

Condensed Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

(unaudited)

	Nine Months Ended December 31, 2017 $			Nine Months Ended December 31, 2016 $

Operating Activities

Net income (loss)		(97,329	)		240,880

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Forgiveness of related party debt		–			(267,000	)

Changes in operating assets and liabilities:
Amounts receivable		–			4,868
Accounts payable and accrued liabilities		47,650			(220	)
Due to related parties		(1,000	)		–

Net Cash Used In Operating Activities		(50,679	)		(21,472	)

Financing Activities

Proceeds from loan payable		16,000			9,500
Repayment of loan payable		(18,674	)		-
Proceeds from related party loans		57,772			–

Net Cash Provided By Financing Activities		55,098			9,500

Increase (Decrease) in Cash		4,419			(11,972	)

Cash, Beginning of Period		1,964			12,994

Cash, End of Period		6,383			1,022

Non-cash Financing Activities

Loan payable balance transferred to related party		103,503			–

Supplemental Disclosures:

Interest paid		–			–
Income taxes paid		–			–

(The accompanying notes are an integral part of these condensed consolidated financial statements)

F-3

IMAGE INTERNATIONAL GROUP, INC.

Notes to the Condensed Consolidated Financial Statements

December 31, 2017

(Expressed in U.S. dollars)

(unaudited)

Basis of Presentation

The accompanying condensed financial statements of Image International Group, Inc. (the “Company”) should be read in conjunction with the financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

The preparation of these condensed financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.

These condensed financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at December 31, 2017, the Company has a working capital deficiency of $204,942 and has an accumulated deficit of $1,003,942 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These condensed financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Significant Accounting Policies

	(a)	Principles of Consolidation
		These condensed financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars.

	(b)	Recent Accounting Pronouncements

		The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

	(c)	Reclassifications
		Certain of the prior period figures have been reclassified to conform to the current period’s presentation.

3.	Loan Payable

As at December 31, 2017, the Company owed $nil (March 31, 2017 - $106,177) to a non-related party. On September 2, 2017, the debtor assigned the outstanding debt of $103,503 to the President of the Company. Refer to Note 4(b).

4.	Related Party Transactions

	(a)	As at December 31, 2017, the Company owes $nil (March 31, 2017 - $1,000) to a company controlled by the Chief Financial Officer of the Company.

	(b)	As at December 31, 2017, the Company owed $103,503 (March 31, 2017 – nil) to the President of the Company which is non-interest bearing, unsecured, and due on demand.

	(c)	As at December 31, 2017, the Company owes $57,772 (March 31, 2017 - $nil) to a company controlled by the President of the Company which is non-interest bearing, unsecured, and due on demand.

	(d)	As at December 31, 2017, included in accounts payable and accrued liabilities is $50,000 (March 31, 2017 - $nil) owed to the President of the Company for management fees.

4.	Related Party Transactions (continued)

F-4

IMAGE INTERNATIONAL GROUP, INC.

Notes to the Condensed Consolidated Financial Statements

December 31, 2017

(Expressed in U.S. dollars)

(unaudited)

	(e)	During the nine months ended December 31, 2017, the Company incurred management fees of $50,000 (2016 - $nil) to the President of the Company.

	(f)	During the nine months ended December 31, 2017, the Company incurred management fees of $17,500 (2016 - $nil) to a company controlled by the Chief Financial Officer.

	(g)	During the nine months ended December 31, 2016, a company controlled by the former President of the Company forgave $144,000 in amounts outstanding, which was recognized by the Company as a gain on forgiveness of debt.

	(h)	During the nine months ended December 31, 2016, a company controlled by the Chief Financial Officer of the Company forgave $123,000 in amounts outstanding, which was recognized by the Company as a gain on forgiveness of debt.

	(i)	On October 14, 2017, the Company transferred its holding in Owlhead Minerals (BC) Corp. to the Chief Financial Officer of the Company for no consideration.

5.	Commitments

	(a)	On August 1, 2017, the Company entered into an agreement with a company controlled by the Chief Financial Officer of the Company whereby it is obligated to pay $3,500 per month over a five year term for services provided.

	(b)	On August 1, 2017, the Company entered into an agreement with the President of the Company whereby it is obligated to pay $10,000 per month over a three year term for services provided.

6.	Subsequent Event

On January 15, 2018, the Company entered into a share exchange agreement (the “Agreement”) with Tang Dynasty Investment Group Limited, a limited liability company formed under the laws of Hong Kong, Special Administrative Region, China (“Tang Dynasty”). The President of the Company was the sole director of Tang Dynasty. On January 18, 2018, pursuant to the terms of the Agreement, the Company issued 400,000,000 shares of common stock to the shareholders of Tang Dynasty in exchange for 100% of the issued outstanding common stock of Tang Dynasty.

F-5

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

Results of Operations for the Nine Month Period Ended December 31, 2017

During the nine-month period ended December 31, 2017, the Company incurred a net loss of $97,329 (2016 – net income of $240,880)

Transfer agent and filing fees in the nine-month period ended December 31, 2017 were $20,542 (2016 - $15,456).

Professional fees for the nine-month period ended December 31, 2017 were $7,450 (2016 - $6,746) relating to audit fees.

Management fees for the nine-month period ended December 31, 2017 were $67,500 (2016 - $nil).

Expenses during the quarter were for:

●	Renewal of listing on the OTCQB stock exchange;

●	Management fees; and

●	Financial statement reviews and audit.

On August 1, 2017, the Company added Hoi Ming Chan as president replacing Geoffrey Armstrong, and shifted its focus to later stage (near production) mining projects in Asia.

We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Capital Resources and Liquidity

The Company has limited financial resources as at December 31, 2017 with funds on hand of $6,383 (March 31, 2017 - $1,964). As at December 31, 2017 the Company has a working capital deficit of $204,942 compared to $107,613 as at March 31, 2017.

Amounts due to related parties were $161,275 as at December 31, 2017 (March 31, 2017 - $1,000). In addition, included in accounts payable and accrued liabilities is $50,000 (As at March 31, 2017 - $nil) owed to the President of the Company for management fees.

Loan payable as at December 31, 2017 was $nil (March 31, 2017 - $106,177). The loan is non-interest bearing, unsecured, and due on demand.

The Company has no employees other than officers and uses consultants as and when necessary.

The Company’s ability to continue as a going concern is dependent on its available cash and its ability to raise additional funds in the near future to support corporate operations and the exploration of our mineral property.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us upon which to base an evaluation of our performance. We have no revenue generating assets. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services.

The Company is aware that additional financing will be required in order to continue its pursuit of a mineral property opportunity or comparable opportunity in a related field. There is no assurance that additional funding will be successfully completed.

We will require additional financing to cover our costs that we expect to incur over the next twelve months. We believe that debt financing will not be an alternative for funding our operations, as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operations. In the absence of such financing, we will not be able to continue and our business plan will fail.

Cash used in Operating Activities

During the nine-month period ended December 31, 2017, the Company used $50,679 (2016 - $21,472) to fund operations.

Cash from Financing Activities

We have funded our business to date primarily from sales of our common stock but did not sell any common stock during the nine-month period ended December 31, 2017. During the nine-month period ended December 31, 2017, the Company received loan proceeds of $16,000 (2016 - $9,500) and repaid $18,674. The Company also received related party loan proceeds of $57,772 (2016 - $nil).

There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our operations and our business will fail.

Future Financing

We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned operations.

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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2017 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below.

Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in this report, we believe that our consolidated financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended December 31, 2017 fairly present our financial condition, results of operations and cash flows in all material respects.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the Evaluation Date.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:

1.	Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.

2.	Insufficient Written Policies & Procedures: We have insufficient written policies and procedures for accounting and financial reporting.

3.	Inadequate Financial Statement Closing Process: We have an inadequate financial statement closing process.

4.	Lack of Audit Committee: The lack of a functioning audit committee and lack of a majority of outside directors on the Company’s Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) prepare and implement sufficient written policies and checklists for financial reporting and closing processes and (4) may consider appointing outside directors and audit committee members in the future.

Management, including our Chief Executive Officer and the Chief Financial Officer, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

Our management, including our Chief Executive Officer and the Chief Financial Officer, do not expect that the our controls and procedures will prevent all potential errors 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.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2017 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not presently a party to any legal proceedings and, to our knowledge, no such proceedings are threatened or pending.

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

No stock was sold during the nine-month period ended December 31, 2017.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to our security holders for a vote during the six-month period ended December 31, 2017.

Item 5. Other Information.

None.

Item 6. Exhibits.

The following exhibits are attached hereto:

Exhibit No.		Description of Exhibit

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.

32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

IMAGE INTERNATIONAL GROUP, INC

By:

/s/ Hoi Ming Chan
Hoi Ming Chan
Chief Executive Officer
(Principal Executive Officer
February 15, 2018

Image International Group, Inc. 10-Q