What changed in CIMG Inc.'s 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of CIMG Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+582 added−432 removedSource: 10-K (2026-02-13) vs 10-K (2025-07-21)
Top changes in CIMG Inc.'s 2025 10-K
582 paragraphs added · 432 removed · 173 edited across 8 sections
- Item 1. Business+294 / −108 · 2 edited
- Item 1A. Risk Factors+197 / −168 · 121 edited
- Item 7. Management's Discussion & Analysis+73 / −61 · 35 edited
- Item 6. [Reserved]+1 / −68 · 1 edited
- Item 3. Legal Proceedings+7 / −18 · 5 edited
Item 1. Business
Business — how the company describes what it does
2 edited+292 added−106 removed0 unchanged
Item 1. Business
Business — how the company describes what it does
2 edited+292 added−106 removed0 unchanged
2024 filing
2025 filing
Biggest changeITEM 1. BUSINESS. Overview CIMG Inc. is a company incorporated in Nevada and listed on Nasdaq since June 2020. We were formerly known as “Nuzee, Inc.” with a previous ticker symbol “NUZE”, and we changed our corporate name and ticker symbol to “CIMG Inc.” and “IMG” in October 2024.
Biggest change(the “Company”) is incorporated in the State of Nevada and has been listed on the Nasdaq Stock Market since June 2020. The Company was formerly known as Nuzee, Inc., with the ticker symbol “NUZE”, and changed its corporate name and ticker symbol to “CIMG Inc.” and “IMG”, respectively, in October 2024.
We previously focused on specialty coffee and related technologies but are now expanding our sales and distribution channels in Asia to encompass a broader range of consumer food and beverage products. This expansion is fueled by our online sales platform, which leverages a natural language search function.
The Company previously focused on specialty coffee products and related technologies. It is currently expanding its sales and distribution channels in Asia to encompass a broader range of consumer food and beverage products, supported by its online sales platform that incorporates a natural language search function.
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On June 7, 2024, we entered into a Share Purchase Agreement (“Share Purchase Agreement”) with Masateru Higashida, our former Chief Executive Officer and Director, under which we sold all issued and outstanding shares of our wholly-owned subsidiaries, NuZee KOREA Ltd. and NuZee Investment Co., Ltd., to Mr. Higashida, which sale was completed in June 2024.
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CONSOLIDATED BALANCE SHEETS (In U.S. dollars, except for share and per share data, or otherwise noted) September 30, September 30, 2025 2024 ASSETS Current assets: Cash and cash equivalent $ 137,287 $ 464,222 Accounts receivable, net 55,258 - Inventories, net 11,893,318 4,548,035 Assets held of sale - current - 10,736 Prepaid expenses and other current assets 4,948,022 382,648 Amount due from related parties 92,457 - Total current assets 17,126,342 5,405,641 Non-current assets: Property and equipment, net 2,200 2,268 Right-of-use asset - operating lease 20,340 99,746 Intangible assets, net 2,201 80,000 Digital assets 57,024,465 - Goodwill - - Total non-current assets 57,049,206 182,014 Total assets $ 74,175,548 $ 5,587,655 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 1,464,144 $ 2,240,337 Short term loan 447,164 1,920,507 Current portion of lease liability - operating lease 13,346 100,962 Convertible notes - 1,063,624 Convertible note-related party 1,838,041 319,220 Convertible Notes 1,838,041 319,220 Amount due to related parties 211,475 7,500 Contract liabilities 105,653 - Other current liabilities 22,250,590 586,173 Tax payable 1,314,686 - Total current liabilities 27,645,099 6,238,323 Total liabilities $ 27,645,099 $ 6,238,323 Stockholders’ equity: 9,825,704 and 248,912 common shares issued and outstanding as of September 30, 2025 and 2024, respectively * 99 2 Additional paid-in capital 132,531,653 81,260,653 Accumulated deficit (87,228,118 ) (82,344,722 ) Accumulated other comprehensive income 431,598 433,399 Total shareholders’ equity of the Company 45,735,232 (650,668 ) Non-controlling interests 795,217 - Total stockholders’ equity 46,530,449 (650,668 ) Total liabilities and stockholders’ equity $ 74,175,548 $ 5,587,655 * On December 5, 2025, the Company effected a 1-for-20 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of common stock, par value $ 0.00001 per share.
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Since July 2024, CIMG has been undergoing a transformation in digital marketing, distribution, and sales. As part of this transformation, we have extended our sales and distribution network to include maca-enhanced food and beverages, reaffirming our commitment to reshaping the online marketing, sales, and distribution landscape for consumer products.
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As a result of the Reverse Stock Split, the number of issued and outstanding shares of common stock was reduced from 196,514,084 shares to approximately 9,825,704 shares, retroactively adjusted for all periods presente d. NumberOfAuthorizedSharesNotDisclosed The accompanying notes are an integral part of these consolidated financial statements. F-3 CIMG Inc.
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Maca, a plant of the Brassicaceae family that originated in South America, has oval leaves and a rootstock shaped like a small round radish. It is edible and renowned as a natural superfood. Maca is rich in nutrients, boasts high levels of essential nutrients, and is believed to nourish and strengthen the human body.
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CONSOLIDATED STATEMENTS OF OPERATIONS (In U.S. dollars, except for share and per share data, or otherwise noted) Year Ended Year Ended September 30, 2025 September 30, 2024 Products revenues $ 10,231,791 1,930,291 Service revenues 65,987 - Total revenues, net 10,297,778 1,930,291 P roducts cost (10,108,590 ) (1,898,122 ) Service cost (63,347 ) - Total cost of revenue (10,171,937 ) (1,898,122 ) Gross profit 125,841 32,169 Operating expenses (4,419,331 ) (6,425,572 ) Allowance for credit loss (2,098 ) (3,450,141 ) Inventory write-down (902,776 ) (815,498 ) Impairment loss on assets held for sale - (203,973 ) Loss from operations (5,198,364 ) (10,863,015 ) Fair value variation 2,024,465 (82,844 ) Loss from investment - (1,092,169 ) Other income 474,954 532,593 Other expense (309,121 ) (665,795 ) Loss on acquisition (20,210 ) - Goodwill impairment (1,859,184 ) - Interest expense, net - (7,583 ) Net loss from continuing operations (4,887,460 ) (12,178,813 ) Gain from discontinued operations ** - 3,206,078 Net loss before tax $ (4,887,460 ) (8,972,735 ) Income tax (3,095 ) - Net loss $ (4,890,555 ) (8,972,735 ) Non-controlling interest (7,159 ) - Net loss attributable to CIMG Inc.
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It is often referred to as “South American ginseng.” The primary cultivation regions for maca include the Andes Mountains in South America and the Jade Dragon Snow Mountain in Lijiang, Yunnan, China. CIMG has successfully secured the exclusive distribution and sales rights for all maca products produced by Jiangsu Kangduoyuan Beverage Co., Ltd., a leading maca production base in Asia.
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(4,883,396 ) (8,972,735 ) Basic and diluted loss per common share * (2.80 ) (83.46 ) Basic and diluted weighted average number of common stock outstanding * 1,744,688 107,515 * On December 5, 2025, the Company effected a 1-for-20 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of common stock, par value $ 0.00001 per share.
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These products include Maca Peptide Coffee, Maca-Noni, Maca Wine, Maca Purified Powder, and other full-range offerings. Through a comprehensive digital marketing strategy, CIMG is optimistic in its ability to achieve sales growth and enhance the Company’s enterprise value. CIMG aims to become a leading distributor of premium maca products, a natural superfood known for its numerous health benefits.
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As a result of the Reverse Stock Split, the number of issued and outstanding shares of common stock was reduced from 196,514,084 shares to approximately 9,825,704 shares, retroactively adjusted for all periods presented. ** On June 7, 2024, the Company sold (i) NuZee Korea Ltd., a company incorporated in Korea, and (ii) NuZee Investment Co., Ltd., a company incorporated in Japan, each of which was a wholly owned subsidiary of the Company.
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Our business focuses on sourcing, marketing, and distributing a wide range of maca-based dietary supplements, functional foods, and beauty products. We operate with a commitment to providing high-quality, sustainably sourced products to consumers who seek to enhance their health and wellness.
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The accompanying notes are an integral part of these consolidated financial statements. F-4 CIMG Inc.
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Our products are sold through both online channels and a network of retail partners, including grocery stores, convenience stores, and vending machines.
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In U.S. dollars, except for share and per share data, or otherwise noted) Year Ended September 30, 2025 Year Ended September 30, 2024 Net loss attributable to CIMG Inc. $ (4,883,396 ) $ (8,972,735 ) Foreign currency translation to CIMG Inc. (1,801 ) 312,906 Total other comprehensive income net of tax to CIMG Inc.
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The diagram below is our corporate structure as of the date of this report. 8 Our sources of revenue Co-Packing and Product Innovation With years of experience as a third-party contract packer for leading companies in the coffee beverage industry, combined with our own coffee sales and market insights from the Asian region, we have expanded our business strategy to deepen our industry engagement.
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(1,801 ) 312,906 Comprehensive loss to CIMG Inc. $ (4,885,197 ) $ (8,659,829 ) The accompanying notes are an integral part of these consolidated financial statements. F-5 CIMG Inc.
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This evolution includes a shift toward reshaping product value by integrating health-oriented concepts and applying advanced technologies such as artificial intelligence, neuroscience, and big data. These efforts have culminated in the establishment of a global digital health and sales development business group.
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In U.S. dollars, except for share and per share data, or otherwise noted) Common Stock Additional paid-in Accumulated Accumulated Other Comprehensive Non-controlling Shares * Amount capital deficit income interests Total Balance September 30, 2024 248,912 $ 2 $ 81,260,653 $ (82,344,722 ) $ 433,399 $ - $ (650,668 ) Common stock issued for cash 1,459,388 15 13,382,015 - - - 13,382,030 Common stock compensation 50,000 1 641,878 - - - 641,879 Issued private placement 7,880,438 79 36,390,364 - - - 36,390,443 Issued warrants 2,799 - - - - - - Other comprehensive income - - - - (1,801 ) (1,343 ) (3,144 ) Acquisition of subsidiary 184,167 2 856,743 - - 803,719 1,660,464 Net loss - - - (4,883,396 ) - (7,159 ) (4,890,555 ) Balance September 30, 2025 9,825,704 $ 99 $ 132,531,653 $ (87,228,118 ) $ 431,598 $ 795,217 $ 46,530,449 Common Stock Additional paid-in Accumulated Accumulated Other Comprehensive Shares * Amount capital deficit income Total Balance September 30, 2023 37,432 $ - $ 74,925,851 $ (73,371,987 ) $ 120,493 $ 1,674,357 Balance 37,432 $ - $ 74,925,851 $ (73,371,987 ) $ 120,493 $ 1,674,357 Common stock issued for cash 64,432 1 1,897,112 - - 1,897,113 Reversal of stock option expense - - (62,308 ) - - (62,308 ) Issued private placement 145,343 1 4,499,998 - - 4,499,999 Treasury stock 1,705 - - - - - Other comprehensive income - - - - 312,906 312,906 Net loss - - - (8,972,735 ) - (8,972,735 ) Balance September 30, 2024 248,912 $ 2 $ 81,260,653 $ (82,344,722 ) $ 433,399 $ (650,668 ) Balance 248,912 $ 2 $ 81,260,653 $ (82,344,722 ) $ 433,399 $ (650,668 ) * On December 5, 2025, the Company effected a 1-for-20 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of common stock, par value $ 0.00001 per share.
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While we remain committed to delivering our high-quality single-serving coffee and DRIPKIT products, our entry into the Asian market has prompted a broader commitment to health, sustainability, and nutrition. The Maca Series In the fourth quarter of the year ended September 30, 2024, we introduced our first health-focused product line in Asia: the Maca Series.
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As a result of the Reverse Stock Split, the number of issued and outstanding shares of common stock was reduced from 196,514,084 shares to approximately 9,825,704 shares, retroactively adjusted for all periods presented. The accompanying notes are an integral part of these consolidated financial statements. F-6 CIMG Inc.
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This product line includes Maca Peptide Coffee, Maca-Noni, Maca Purified Powder, and Maca Wine. Each product features green purification factors derived from the maca plant, ensuring a natural and clean composition. 9 Maca, a plant native to South America and a member of the Brassicaceae family, is known for its nutritional value and adaptogenic properties.
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CONSOLIDATED STATEMENTS OF CASH FLOWS (In U.S. dollars, except for share and per share data, or otherwise noted) Year Ended Year Ended September September 30, 2025 30, 2024 Operating activities: Net loss $ (4,890,555 ) $ (8,972,735 ) Gain from discontinued operations - (3,206,078 ) Adjustments to reconcile net loss to net cash used in operating activities: Fair value variation (2,024,465 ) 82,844 Loss on acquisition 20,210 - Depreciation and amortization 81,456 190,548 Noncash lease expense 117,593 481,752 Stock option expense - (62,308 ) Stock compensation expenses 641,879 - Allowance for credit loss 2,098 3,450,141 Loss from investment - 1,092,169 Property and equipment asset impairment - 203,973 Goodwill impairment 1,859,184 - Inventory write-down 902,776 815,498 Interest income, net - 7,583 Forgiveness of loan payable and other payables (404,669 ) (1,847 ) Accrued interest 22,400 - Change in operating assets and liabilities: Accounts receivable (40,758 ) 499,582 Inventories (8,248,213 ) (3,775,210 ) Prepaid expenses and other current assets (4,501,022 ) 23,041 Other receivables - related party (92,457 ) - Other assets - 7,060 Accounts payable (451,403 ) 426,302 Other payables-related party 203,975 7,500 Deferred income - (379,795 ) Lease liability – operating lease (126,146 ) (277,467 ) Accrued expenses and other current liabilities (665,876 ) (583,233 ) Net cash used in operating activities (17,593,993 ) (9,970,680 ) Discontinued Operations*: Losses caused by the termination of business * - (433,566 ) Interest income * - 25,495 Depreciation from discontinued operations * - 3,728 Changes in operating assets and liabilities * - 277,241 Net cash used in discontinued business operations * - (127,102 ) Investing activities: Purchase of equipment - (319,843 ) Proceeds from disposal of equipment 10,736 - Cash received from the acquisition of subsidiaries 11,629 - Acquisition of subsidiary - (200 ) Net cash provided by/(used in) investing activities 22,365 (320,043 ) Financing activities: Proceed of loans - 1,919,961 Repayment of loans (95,671 ) (4,753 ) Repayment of finance lease - (26,048 ) Proceeds from issuance of convertible note 10,144,186 1,620,000 Proceeds from issuance of convertible notes-related party 3,693,041 300,000 Proceeds from issuance of common stock, ATM offering - 1,277,113 Proceeds from private placement 3,505,984 4,499,999 Net cash provided by financing activities 17,247,540 9,586,272 Effect of foreign exchange on cash (2,847 ) 312,906 Net change in cash (326,935 ) (518,647 ) Cash, beginning of period 464,222 982,869 Cash, end of period $ 137,287 $ 464,222 Supplemental disclosure of cash flow information: Cash paid for interest $ - $ 1,961 Cash paid for taxes - - Share issuance for Bitcoin $ 37,025,000 - * On June 7, 2024, the Company sold (i) NuZee Korea Ltd., a company incorporated in Korea, and (ii) NuZee Investment Co., Ltd., a company incorporated in Japan, each of which was a wholly owned subsidiary of the Company.
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Often referred to as “South American ginseng,” maca is prized for its ability to support stamina, vitality, and overall wellness.
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The accompanying notes are an integral part of these consolidated financial statements. F-7 CIMG Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In U.S. dollars, except for share and per share data, or otherwise noted) September 30, 2025 1. ORGANIZATION CIMG Inc.
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It is primarily cultivated in the Andes Mountains in south America, and Jade Dragon Snow Mountain in Yunnan Province, China. ● Maca-Noni – a plant-based energy drink designed to support sexual vitality, with maca root as its key ingredient. ● Maca Peptide Coffee – a functional coffee beverage infused with maca peptides for enhanced wellness benefits. ● Maca Purified Powder – a concentrated, versatile maca powder ideal for daily nutritional use. ● Maca Wine – a unique beverage that combines traditional wine with the nourishing properties of maca.
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CIMG Inc., its Hong Kong subsidiary DZR Tech Limited, and its U.S. subsidiary Wewin Technology LLC may transfer cash to the Company’s PRC subsidiaries through capital contributions and intercompany loans, subject to applicable regulatory requirements. On January 13, 2025, the Company established a wholly owned subsidiary in Singapore, CIMG PTE. LTD. (“Singapore CIMG”).
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We currently distribute our products through wholesale channels, supplying grocery stores, convenience stores, and vending machine operators. Looking ahead, we plan to expand into retail services and leverage digital technologies to optimize marketing strategies and diversify our sales models. Our distribution network already spans both online platforms and offline points of sale.
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On March 10, 2025, Zhongyan Shangyue Technology Co., Ltd. (“Beijing Zhongyan”), a wholly owned subsidiary of the Company, acquired 51% of the equity interests in Shanghai Huomao Cultural Development Co., Ltd. (“Shanghai Huomao”). Shanghai Huomao holds 90% of the equity interests in Guizhou Zhutai Huomao Liquor Industry Co., Ltd. (“Zhutai”).
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Our commitment extends beyond product quality and health benefits—we also focus on enhancing the packaging experience. Each design is crafted to resonate with professionals across various industries, making our products more personalized, youthful, and distinctive. For example, Maca-Noni represents a new entry into the functional beverage market, blending health-forward branding with innovative design.
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On March 21, 2025, Beijing Zhongyan established a wholly owned subsidiary, Henan Zhongyan Shangyue Technology Co., Ltd. (“Henan Zhongyan”). On March 27, 2025, Beijing Zhongyan entered into a business cooperation intent agreement with Xilin Online (Beijing) E-commerce Co., Ltd.
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Our customer base includes wholesale distributors such as grocery stores, convenience stores, and vending machine providers. International operations Hong Kong and PRC We acquired DZR Tech and Beijing Zhongyan in June 2024, followed by the establishment of Singapore CIMG on January 13, 2025, and Henan Zhongyan on March 21, 2025.
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(“Beijing Xilin”), pursuant to which certain shareholders of Beijing Xilin intended to transfer an aggregate of 51% of their equity interests to Beijing Zhongyan. The Company completed the acquisition of Beijing Xilin on March 31, 2025, following completion of the required business registration procedures in China.
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We subsequently acquired Shanghai Huomao on April 22, 2025, and Beijing Xilin on March 31, 2025. Today, we are one of the largest distributors of maca products in Hong Kong, the PRC, and other Asian markets. Our strategy focuses on leveraging local relationships to establish long-term partnerships across these regions. Our customers and products Our customers primarily include wholesale distributors.
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On April 22, 2025, the Company completed the acquisition of Shanghai Huomao, together with the related business registration updates. On August 1, 2025, Beijing Zhongyan entered into a business cooperation intent agreement with Shenzhen Zhimeng Qiyang Technology Co., Ltd.
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We sell the Maca Series products to wholesale distributors such as grocery stores, convenience stores, and vending machine providers. Our core product line mainly consists of a variety of maca-based products designed to cater to the growing demand for natural health supplements. These products include Maca Peptide Coffee, Maca-Noni, Maca Purified Powder, and Maca Wine.
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(“Zhimeng”), pursuant to which certain shareholders of Zhimeng agreed to transfer an aggregate of 51% of their equity interests to Beijing Zhongyan. The transfer was completed on August 1, 2025, and the related business registration change was approved on September 29, 2025. On September 3, 2025, Beijing Zhongyan established a wholly owned subsidiary, Beijing Zhongyan Shangyue Holdings Co., Ltd.
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Maca-Noni Maca-Noni is a maca-enhanced plant-based energy drink, with its consumption scenarios overlapping with traditional energy drinks such as Red Bull. It helps consumers quickly replenish energy in various situations such as traveling, working, and exercising, allowing them to maintain good performance. Unlike traditional energy drinks, Maca-Noni is made primarily from maca extracts, and does not contain caffeine.
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(“Beijing Shangyue”). On September 16, 2025, Henan Zhongyan established a wholly owned subsidiary, Henan Nuanyou Agricultural Science and Technology Co., Ltd.. On September 23, 2025, DZR Tech Limited acquired Braincon Limited (“Braincon HK”) and its subsidiary, Beijing Xin Miao Shi Dai Technology Development Co., Ltd. (“Beijing Xinmiao”). DZR Tech Limited holds 100% of the equity interests in Braincon Limited.
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As a result, it is a healthier alternative compared to conventional energy drinks, and long-term consumption also offers health benefits. 10 The first batch of Maca-Noni plant-based energy drinks is available in 250ml cans, with packaging designed to appeal to younger consumers.
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F-8 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2.1 BASIS OF PREPARATION The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity.
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The bottle features a “professional role bottle” design, selecting 66 professions and 132 facial expressions from the target consumer group, including drivers, workers, students, athletes, fitness enthusiasts, lawyers, doctors, streamers, and e-commerce operators, which adds emotional appeal and storytelling to the product. We emphasize the importance of quality, sustainability, and transparency in the sourcing and production of our maca.
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These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects and have been consistently applied in preparing the accompanying financial statements. 2.2 PRINCIPLES OF CONSOLIDATION The Company’s consolidated financial statements include the financial statements of the Company and entities controlled by the Company and its subsidiaries.
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Our maca is primarily sourced from Yunnan, China, where it is cultivated in high-altitude regions that naturally enhance its potency. We work closely with local sources in Jiangsu Kangduoyuan Beverage Co., Ltd to ensure sustainable farming practices and fair-trade standards.
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A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting powers; or has the power to appoint or remove the majority of the members of the board of directors; or to cast a majority of votes at the meeting of directors; or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.
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Maca Peptide Coffee Our Maca Peptide Coffee is known for its strong yet smooth, non-bitter taste with a subtle fruity aroma. It is medium-roasted and contains no added sugar, preserving the original flavor profile. The main ingredients include maca peptide, yellow essence, and Malaysian white coffee.
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All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. 2.3 NON-CONTROLLING INTERESTS For the Company’s non-whole-owned subsidiaries, a non-controlling interest is recognized to reflect the portion of equity that is not attributable, directly or indirectly, to the Company.
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In our formulation, coffee is added primarily to enhance flavor and deliver the familiar taste of coffee, while the functional benefits come primarily from the maca and yellow essence. We use high-quality maca grown at altitudes of no less than 3,200 meters, with a low yield of approximately 70 kilograms per mu.
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Non-controlling interests are classified as a separate line item in the equity section of the Company’s consolidated balance sheets and have been separately disclosed in the Company’s consolidated statements of operations and comprehensive (loss)/income to distinguish the interests from that of the Company. 2.4 EARNINGS PER SHARE Basic earnings per common share are calculated by dividing net income or loss attributable to common shareholders by the weighted-average number of common shares outstanding during the period.
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Maca is cultivated without the use of pesticides, fertilizers, or growth enhancers. To maximize its potency, harvesting only occurs when the leaves have turned brown, ensuring peak effectiveness of the raw ingredient. Maca Wine As a combination of maca and alcohol drinks, Maca Wine has become a popular choice for family gatherings due to its distinctive taste and health benefits.
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Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, warrants, or equity awards, were exercised or vested and resulted in the issuance of common stock that would share in the earnings of the Company.
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It not only adds a special flavor to meals but also helps relieve fatigue and improve mental alertness, allowing families to enjoy their food while promoting wellness. Maca Wine is also known for its traditional health functions, including promoting blood circulation, relieving blood stasis, dispelling wind and dampness, and alleviating symptoms such as cold hands and feet.
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Potentially dilutive securities are excluded from the calculation of diluted earnings per share when their effect would be anti-dilutive. On December 5, 2025, the Company effected a 1-for-20 reverse stock split of its issued and outstanding shares of common stock, par value $ 0.00001 per share.
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As a daily wellness beverage, moderate consumption can support physical regulation, enhance vitality, and improve sleep quality. For those experiencing insomnia, restless sleep, or poor sleep, moderate intake of Maca Wine may contribute to more restful and restorative sleep.
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All share and per-share amounts presented in the consolidated financial statements and accompanying notes have been retrospectively adjusted to reflect the reverse stock split. As of September 30, 2025 and 2024, the Company had 1,289,937 and 11,765 common stock equivalents outstanding, respectively, consisting of stock options and warrants.
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Maca Purified Powder Maca Purified Powder as a nutritional supplement, rich in protein, amino acids, polysaccharides, minerals and bioactive substances such as macamide and macalene, these ingredients help to enhance human immunity and improve the body’s resistance. Its natural ingredients can regulate the human endocrine system, balance hormone levels, help relieve menopause symptoms, improve endocrine disorders and other problems.
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For the periods presented, the Company incurred a net loss; accordingly, all common stock equivalents were anti-dilutive and excluded from the calculation of diluted net loss per common share. 2.5 GOING CONCERN AND CAPITAL CONSIDERATIONS The Company has incurred recurring losses and negative cash flows from operations since inception.
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At the same time, antioxidant ingredients help to clear free radicals in the body, reduce skin damage, improve skin condition, make skin smoother and more delicate, enhance skin elasticity, and help delay the aging process.
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As of September 30, 2025, the Company had cash of $ 137,287 and negative working capital of $ 10,518,757 . The Company expects that it will need to raise additional capital immediately to continue funding its operations. There can be no assurance that such financing will be available on acceptable terms, or at all.
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Market Opportunity The global market for natural and plant-based dietary supplements has seen significant growth in recent years, driven by increasing consumer awareness of health and wellness. As a result, the demand for maca products has grown substantially, particularly in the wellness, beauty, and fitness industries.
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As of September 30, 2025, the Company held 500 Bitcoin with a carrying amount of $ 57,024,465 . Subsequent to quarter end, the Company obtained additional liquidity through the sale of maca inventory and the exercise of warrants and subsequently purchased an additional 230 Bitcoin.
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According to market research firm Research Nester’s public report, it is projected that from 2025 to 2037, the compound annual growth rate (CAGR) of the global maca market will exceed 4.2%.
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While these digital assets may be monetized, their value is subject to significant market volatility, and they do not represent committed or assured sources of financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are issued.
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It is predicted that this figure will exceed 106 million US dollars by 2037. 11 Our company is well-positioned to capitalize on this trend due to our established brand, product offerings, and commitment to quality. We believe that maca’s versatility as a superfood, combined with its growing recognition in the wellness community, will drive continued growth for our business.
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Management’s plans to address these conditions include raising additional equity or debt financing and executing its revised business strategy. However, as of the issuance date of these consolidated financial statements, management’s plans have not alleviated the substantial doubt about the Company’s ability to continue as a going concern.
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Operational capacity We currently lease office space in Florida, United States, Hong Kong, and Beijing, China, to serve as offices for our daily operations. We believe our office space is sufficient to meet our current and anticipated operational requirements.
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The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.
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Our executive office and administrative operations are now located in Room R2, FTY D, 16/F, Kin Ga Industrial Building, 9 San On Street, Tuen Mun, Hong Kong. Distribution For the distribution of Maca products to our customers, we currently sell offline. In the future, we plan to achieve joint development of online and offline sales channels.
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F-9 2.6 USE OF ESTIMATE S In preparing these consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods.
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Offline channels will involve traditional personal convenience stores, chain supermarkets, chain stores, gas stations, vending machines, etc. The online channel will be multi-platform matrix layout, including TikTok, Alibaba.com, Tencent, JD.com +AI artificial intelligence, enhance brand exposure, precise audience positioning, multi-channel communication, and improve content exposure and interaction.
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Areas where management uses subjective judgment include, but are not limited to valuation of inventories and inventory impairment, fair value measurements of digital assets, assessment of goodwill impairment, allowance for credit losses, recoverability of deferred tax assets, and the recognition and measurement of revenue.
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Through a comprehensive and systematic e-commerce operations service model, we help brands maximize resource utilization, accurately target consumers, enhance brand exposure and sales, and optimize the user experience. Based on product attributes, we identify and coordinate suitable celebrity or influencer collaborations to build brand identity, elevate brand image, increase awareness, and drive product sales.
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These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented.
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Competition The maca product market in Asia is competitive, with both local and international brands vying for consumer attention. There is strong growth potential, especially as consumer interest in natural, functional foods continues to rise. International brands, with their strong emphasis on quality, organic ingredients, and health benefits, are well-positioned to capture market share in countries like Southeast Asia.
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Actual results could differ from those estimates. 2.7 FAIR VALUE MEASUREMENTS The Company applies the fair value measurement guidance in ASC 820, Fair Value Measurements, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
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However, local competitors have an advantage in terms of distribution networks and understanding regional consumer preferences. A focus on premium product quality, sustainability, and effective marketing will be key to success in this evolving market.
Added
ASC 820 establishes a fair value hierarchy that prioritizes the inputs used in valuation techniques and requires disclosures of fair value measurements by hierarchy level. The fair value hierarchy prioritizes quoted prices in active markets for identical assets or liabilities (Level 1) as the highest priority and unobservable inputs (Level 3) as the lowest priority.
Removed
Popular maca brands in Asia include the Maca Team, who is known for its organic maca powder, capsules, and energy drinks sourced from Peru; Maca-Root, who emphasizes energy and stamina benefits with a loyal customer base across Japan and China; Navitas Organics, who is a leading organic superfoods brand offering maca powder in Japan, South Korea, and Southeast Asia; Sunfood Superfoods, who specializes in high-quality, raw maca products across South Korea and Singapore; Sambazon, who integrates maca into energy drinks with other functional ingredients like acai and green tea, available in Japan and Hong Kong; and FGO, who is a premium brand of organic maca powder available in Japan, Hong Kong, and Taiwan, targeting fitness and wellness consumers.
Added
Valuation techniques used to measure fair value include the market approach, the income approach, and the cost approach. The classification of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
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Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
121 edited+76 added−47 removed249 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
121 edited+76 added−47 removed249 unchanged
2024 filing
2025 filing
Biggest change(see page 42) ● We expect to incur significant costs and devote substantial management time to maintaining our disclosure controls and procedures and internal control over financial reporting, and regardless we may be unable to prevent or detect all errors or acts of fraud or to accurately and timely report our financial results or file our periodic reports in a timely manner.
Biggest change(See page 47) ● We expect to incur significant costs and devote substantial management time to maintaining our disclosure controls and procedures and internal control over financial reporting, and regardless we may be unable to prevent or detect all errors or acts of fraud or to accurately and timely report our financial results or file our periodic reports in a timely manner (See page 48). ● If we are unable to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results, timely file our periodic reports, maintain our reporting status or prevent fraud (See page 48). ● Anti-takeover provisions in our third amended and restated bylaws and Nevada law might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our securities (See page 49). ● If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our Common Stock, the price of our Common Stock could decline (See page 49). 22 ● We may be subject to securities litigation, which is expensive and could divert management attention (See page 49). ● We have never paid dividends on our capital stock and we do not anticipate paying any dividends in the foreseeable future.
Considering our current cash resources and our current and expected levels of operating expenses for the next twelve months, we expect to need additional capital to fund our planned operations for at least twelve months. This evaluation is based on relevant conditions and events that are currently known or reasonably foreseeable.
Considering our current cash resources and our current and expected levels of operating expenses for the next twelve months, we expect to need additional capital to fund our planned operations for at least the next twelve months. This evaluation is based on relevant conditions and events that are currently known or reasonably foreseeable.
In this competitive environment, our business could be adversely impacted by increases in labor costs, including wages and benefits, including those increases triggered by regulatory actions regarding wages, scheduling and benefits; increased health care and workers’ compensation insurance costs; increased wages and costs of other benefits necessary to attract and retain high quality employees with the right skill sets, and increased wages, and benefits and other costs.
In this competitive environment, our business could be adversely impacted by increases in labor costs, including wages and benefits, including those increases triggered by regulatory actions regarding wages, scheduling and benefits; increased health care and workers’ compensation insurance costs; increased wages and costs of other benefits necessary to attract and retain high-quality employees with the right skill sets; and increased wages, benefits, and other costs.
We expect to continue to experience inflationary pressure on our cost structure, and price increases may not be sufficient to offset cost increases or may result in sales volume declines. We expect for the foreseeable future to experience inflationary pressure on our cost structure.
We expect to continue to experience inflationary pressure on our cost structure, and price increases may not be sufficient to offset cost increases or may result in sales volume declines. We expect to experience inflationary pressure on our cost structure for the foreseeable future.
We may be able to pass some or all raw materials, energy and other input cost increases to customers by increasing the selling prices of our products or decreasing the size of our products; however, higher product prices or decreased product sizes may also result in a reduction in sales volume and/or consumption.
We may be able to pass some or all of our raw materials, energy and other input cost increases to customers by increasing the selling prices of our products or decreasing the size of our products; however, higher product prices or decreased product sizes may also result in a reduction in sales volume and/or consumption.
Rapid economic growth can lead to growth in the money supply and rising inflation. If prices for our services and products rise at a rate that is insufficient to compensate for the rise in the costs of supplies, it may have an adverse effect on profitability.
Rapid economic growth can lead to growth in the money supply and rising inflation. If prices for our services and products rise at a rate that is insufficient to compensate for the rise in the costs of supplies, it may have an adverse effect on our profitability.
These factors have led to the adoption by Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation.
These factors have led to the adoption by the Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation.
Under current PRC laws and regulations, Renminbi is freely convertible for current account items, such as trade and service-related foreign exchange transactions and dividend distributions. However, Renminbi is not freely convertible for direct investment or loans or investments in securities outside China, unless such use is approved by SAFE.
Under current PRC laws and regulations, Renminbi is freely convertible for current account items, such as trade- and service-related foreign exchange transactions and dividend distributions. However, Renminbi is not freely convertible for direct investment or loans or for investments in securities outside China, unless such use is approved by SAFE.
However, since these laws and regulations are relatively new and the PRC legal system continues to evolve rapidly, the interpretations of such laws and regulations may not always be consistent, and enforcement of these laws. In different administrative areas and regulations involves significant uncertainties, any of which could limit the available legal protections.
However, since these laws and regulations are relatively new and the PRC legal system continues to evolve rapidly, the interpretations of such laws and regulations may not always be consistent, and enforcement of these laws and regulations in different administrative areas involves significant uncertainties, any of which could limit the available legal protections.
Any loans to the subsidiaries in China are subject to foreign investment and are under PRC regulations and foreign exchange loan registrations. For example, loans by us to the wholly foreign-owned subsidiaries or VIE entities in China to finance their activities must be registered with the local counterpart of SAFE.
Any loans to the subsidiaries in the PRC are subject to foreign investment and are under PRC regulations and foreign exchange loan registrations. For example, loans by us to the wholly foreign-owned subsidiaries or VIE entities in China to finance their activities must be registered with the local counterpart of SAFE.
Pursuant to the Data Security Management Regulations Draft, data processors holding more than one million users/users’ individual information shall be subject to cybersecurity review before listing abroad. Data processing activities refers to activities such as the collection, retention, use, processing, transmission, provision, disclosure, or deletion of data.
Pursuant to the Data Security Management Regulations Draft, data processors holding more than one million users/users’ individual information shall be subject to cybersecurity review before listing abroad. Data processing activities refers to activities such as the collection, retention, use, processing, transmission, provision, disclosure, or deletion of data.
According to the latest amended Cybersecurity Review Measures, which was promulgated on November 16, 2021 and became effective on February 15, 2022, an online platform operator holding more than one million users/users’ individual information shall be subject to cybersecurity review before listing abroad.
According to the latest amended Cybersecurity Review Measures, which was promulgated on November 16, 2021 and became effective on February 15, 2022, an online platform operator holding more than one million users/users’ individual information shall be subject to cybersecurity review before listing abroad.
As of the date of this report, CIMG and its subsidiaries have not received any notice from any authorities requiring the PRC subsidiaries to go through cybersecurity review or network data security review by the CAC.
As of the date of this Report, CIMG and its subsidiaries have not received any notice from any authorities requiring the PRC subsidiaries to go through cybersecurity review or network data security review by the CAC.
There remains uncertainty, however, as to how the Cybersecurity Review Measures and the Security Administration Draft will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures and the Security Administration Draft.
There remains uncertainty, however, as to how the Cybersecurity Review Measures and the Security Administration Draft will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures and the Security Administration Draft.
If any such new laws, regulations, rules, or implementation and interpretation come into effect, we will take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on us.
If any such new laws, regulations, rules, or implementation and interpretation come into effect, we will take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on us.
Our anticipated growth and expansion into areas and activities requiring additional expertise, such as sales and marketing, may require the addition of new management personnel, both domestic and international. All of our employees may terminate their employment at any time with short or no advance notice. We may have difficulties locating, recruiting or retaining qualified sales people.
Our anticipated growth and expansion into areas and activities requiring additional expertise, such as sales and marketing, may require the addition of new management personnel, both domestic and international. All of our employees may terminate their employment at any time with short or no advance notice. We may have difficulties locating, recruiting or retaining qualified sales personnel.
Lastly, the draft contains proposals for significant fines for serious violations of up to RMB 50 million or 5% of annual revenues from the prior year. Interpretation, application and enforcement of these laws, rules and regulations evolve from time to time and their scope may continually change, through new legislation, amendments to existing legislation and changes in enforcement.
Lastly, the draft contains proposals for significant fines for serious violations of up to RMB 50 million or 5% of annual revenues from the prior year. 42 Interpretation, application and enforcement of these laws, rules and regulations evolve from time to time and their scope may continually change, through new legislation, amendments to existing legislation and changes in enforcement.
High inflation may in the future cause the Chinese government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market for our services and products. 31 The fluctuation of the Renminbi may have a material adverse effect on your investment.
High inflation may in the future cause the Chinese government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market for our services and products. The fluctuation of the Renminbi may have a material adverse effect on your investment.
Additional risks are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods. 22 Risks Related to Our Financial Condition and Capital Requirements We have a history of net losses. We expect to continue to incur net losses in the future.
Additional risks are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods. Risks Related to Our Financial Condition and Capital Requirements We have a history of net losses. We expect to continue to incur net losses in the future.
Successful infringement or licensing claims made against us may result in significant monetary liabilities and may materially disrupt our business and operations by restricting or prohibiting our use of the intellectual property in question. 29 Failure to comply with applicable transfer pricing and similar regulations could harm our business and financial results.
Successful infringement or licensing claims made against us may result in significant monetary liabilities and may materially disrupt our business and operations by restricting or prohibiting our use of the intellectual property in question. Failure to comply with applicable transfer pricing and similar regulations could harm our business and financial results.
Any political or trade controversies between the United States and China, whether or not directly related to our business, could reduce the price of our Common Stock. Future inflation in China may inhibit the profitability of our business in China. In recent years, the Chinese economy has experienced periods of rapid expansion and high rates of inflation.
Any political or trade controversies between the United States and China, whether or not directly related to our business, could reduce the price of our Common Stock. 35 Future inflation in China may inhibit the profitability of our business in China. In recent years, the Chinese economy has experienced periods of rapid expansion and high rates of inflation.
In addition, our third amended and restated bylaws and our indemnification agreements that we have entered into with our directors and officers provide for the following: 44 ● We will indemnify our directors and officers for serving us in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Nevada law.
In addition, our third amended and restated bylaws and our indemnification agreements that we have entered into with our directors and officers provide for the following: ● We will indemnify our directors and officers for serving us in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Nevada law.
There is a risk that a broker, distributor, common carrier or retailer may refuse to or cease to market or carry our product, or that any such entity or our third-party manufacturing partner may not adequately perform its functions within the network by, without limitation, failing to distribute our products.
There is a risk that a broker, distributor, common carrier or retailer may refuse to or cease to market or carry our products, or that any such entity or our third-party manufacturing partner may not adequately perform its functions within the network by, without limitation, failing to distribute our products.
Because of the numerous risks and uncertainties associated with our commercialization efforts, we are unable to predict when we will become profitable, and we may never become profitable. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.
Because of the risks and uncertainties associated with our commercialization efforts, we are unable to predict when we will become profitable, and we may never become profitable. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.
We do not maintain “key person” insurance on any of our employees. Due to the specialized nature of the business and our small size, we are highly dependent upon our ability to attract and retain qualified sales and marketing, technical and managerial personnel.
We do not maintain “key person” insurance on any of our employees. 28 Due to the specialized nature of the business and our small size, we are highly dependent upon our ability to attract and retain qualified sales and marketing, technical and managerial personnel.
We may also be subject to administrative fines or penalties by the MOFCOM that may require us to limit our business operations in the PRC, delay or restrict the conversion and remittance of our funds in foreign currencies into the PRC or take other actions that could have material and adverse effect on our business, financial condition and results of operations. 33 PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from making loans or additional capital contributions to the PRC Subsidiaries and affiliated entities, which could harm our liquidity and our ability to fund and expand our business.
We may also be subject to administrative fines or penalties by the MOFCOM that may require us to limit our business operations in the PRC, delay or restrict the conversion and remittance of our funds in foreign currencies into the PRC or take other actions that could have material and adverse effect on our business, financial condition and results of operations. 37 PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from making loans or additional capital contributions to the PRC Subsidiaries and affiliated entities, which could harm our liquidity and our ability to fund and expand our business.
The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our Board, our Board committees or as executive officers. 42 We expect to incur significant costs and devote substantial management time to maintaining our disclosure controls and procedures and internal control over financial reporting, and regardless we may be unable to prevent or detect all errors or acts of fraud or to accurately and timely report our financial results or file our periodic reports in a timely manner.
The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our Board, our Board committees or as executive officers. 47 We expect to incur significant costs and devote substantial management time to maintaining our disclosure controls and procedures and internal control over financial reporting, and regardless we may be unable to prevent or detect all errors or acts of fraud or to accurately and timely report our financial results or file our periodic reports in a timely manner.
Our reliance on third-party suppliers and manufacturing partners subjects us to additional risks, including the possible termination of the arrangement by a third-party suppliers or manufacturing partner at a time that is costly or inconvenient for us.
Our reliance on third-party suppliers and manufacturing partners subjects us to additional risks, including the possible termination of the arrangement by a third-party supplier or manufacturing partner at a time that is costly or inconvenient for us.
To the extent this status changes in the future and our auditor’s audit documentation related to their audit reports for our company becomes outside of the inspection by the PCAOB, our Common Stock could be delisted from the stock exchange pursuant to the Holding Foreign Companies Accountable Act. 36 Our securities may be prohibited from trading on a national exchange or over-the-counter in the United States under the Holding Foreign Companies Accountable Act, if the PCAOB determines that it cannot inspect or fully investigate our auditors for two consecutive years.
To the extent this status changes in the future and our auditor’s audit documentation related to their audit reports for our company becomes outside of the inspection by the PCAOB, our Common Stock could be delisted from the stock exchange pursuant to the Holding Foreign Companies Accountable Act. 40 Our securities may be prohibited from trading on a national exchange or over-the-counter in the United States under the Holding Foreign Companies Accountable Act, if the PCAOB determines that it cannot inspect or fully investigate our auditors for two consecutive years.
If we fail to complete such registrations or obtain such approvals, our ability to capitalize or otherwise fund the PRC operations may be negatively affected, which could materially and adversely affect our liquidity, our ability to fund and expand our business and our securities. 34 A failure by the beneficial owners of our shares who are PRC residents to comply with certain PRC foreign exchange regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities and subject us to liability under PRC law.
If we fail to complete such registrations or obtain such approvals, our ability to capitalize or otherwise fund the PRC operations may be negatively affected, which could materially and adversely affect our liquidity, our ability to fund and expand our business and our securities. 38 A failure by the beneficial owners of our shares who are PRC residents to comply with certain PRC foreign exchange regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities and subject us to liability under PRC law.
Because of this, it may be difficult for you to conduct due diligence on our company, our executive officers or directors and attend stockholder meetings if the meetings are held in China.
Because of this, it may be difficult for you to conduct due diligence on our Company, our executive officers or directors, or to attend stockholder meetings if the meetings are held in China.
The existence of a material weakness in our internal control over financial reporting may result in current and potential stockholders losing confidence in our financial reporting, which could negatively impact the market price of our Common Stock. 43 In addition, the existence of any material weaknesses in our internal control over financial reporting may affect our ability to timely file periodic reports under the Exchange Act and may consequently result in the SEC revoking the registration of our Common Stock, or the delisting of our Common Stock.
The existence of a material weakness in our internal control over financial reporting may result in current and potential stockholders losing confidence in our financial reporting, which could negatively impact the market price of our Common Stock. 48 In addition, the existence of any material weaknesses in our internal control over financial reporting may affect our ability to timely file periodic reports under the Exchange Act and may consequently result in the SEC revoking the registration of our Common Stock, or the delisting of our Common Stock.
Our ability to gain or maintain share of sales in the global marketplace or in various local marketplaces or maintain or enhance our relationships with our partners and customers may be limited as a result of actions by competitors, including as a result of increased consolidation in the maca products industry. 26 Changes in the maca products environment and retail landscape could impact our financial results.
Our ability to gain or maintain share of sales in the global marketplace or in various local marketplaces or maintain or enhance our relationships with our partners and customers may be limited as a result of actions by competitors, including as a result of increased consolidation in the Maca products industry. 27 Changes in the Maca products environment and retail landscape could impact our financial results.
If we are fined due to insufficient payment of the social insurance and housing fund of the employees, our business operations could be materially and adversely affected. 35 You may face difficulties in protecting your interests and exercising your rights as a stockholder of ours since we conduct part of our operations in China and part of our officers and directors reside in China.
If we are fined due to insufficient payment of the social insurance and housing fund of the employees, our business operations could be materially and adversely affected. 39 You may face difficulties in protecting your interests and exercising your rights as a stockholder of ours since we conduct part of our operations in China and part of our officers and directors reside in China.
As the Data Security Law has not yet come into effect, we may need to make adjustments to our data processing practices to comply with this law. 37 Additionally, China’s Cyber Security Law, requires companies to take certain organizational, technical and administrative measures and other necessary measures to ensure the security of their networks and data stored on their networks.
As the Data Security Law has not yet come into effect, we may need to make adjustments to our data processing practices to comply with this law. 41 Additionally, China’s Cyber Security Law, requires companies to take certain organizational, technical and administrative measures and other necessary measures to ensure the security of their networks and data stored on their networks.
In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire. 39 Risks Related to Ownership of our Common Stock The market price of our stock may be volatile, and you could lose all or part of your investment.
In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire. 43 Risks Related to Ownership of our Common Stock The market price of our stock may be volatile, and you could lose all or part of your investment.
A reduction in consumer demand for, or revenues from the sale of, our maca related products could further constrain our cash resources. We intend to seek to raise additional capital through public or private equity offerings. However, we may not be able raise such additional capital on favorable terms or at all.
A reduction in consumer demand for, or revenues from the sale of, our products could further constrain our cash resources. We intend to seek to raise additional capital through public or private equity offerings. However, we may not be able to raise such additional capital on favorable terms or at all.
In addition to specific listing and maintenance standards, the Nasdaq Capital Market has broad discretionary authority over the continued listing of securities, which it could exercise with respect to the listing of our Common Stock. 40 As a listed company, we are required to meet the continued listing requirements applicable to all Nasdaq Capital Market companies.
In addition to specific listing and maintenance standards, the Nasdaq Capital Market has broad discretionary authority over the continued listing of securities, which it could exercise with respect to the listing of our Common Stock. 44 As a listed company, we are required to meet the continued listing requirements applicable to all Nasdaq Capital Market companies.
We rely primarily on trademark, trade secret laws, confidentiality procedures, license agreements and contractual provisions to establish and protect our proprietary rights over our products, procedures and services. Other persons could copy or otherwise obtain and use our intellectual properties without authorization or create intellectual properties similar to ours independently.
We rely primarily on trademark, trade secret laws, confidentiality procedures, license agreements and contractual provisions to establish and protect our proprietary rights over our products, procedures and services. Other persons could copy or otherwise obtain and use our intellectual property without authorization or create intellectual property similar to ours independently.
On January 14, 2025, the Company received a notification letter (the “Minimum Bid Price Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that the Company is not in compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2).
On January 14, 2025, the Company received a notification letter (the “Minimum Bid Price Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that the Company was not in compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2).
Our independent auditor’s report for the fiscal year ended September 30, 2024 includes an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern, and absent additional financing we may be unable to remain a going concern.
Our independent auditor’s report for the fiscal year ended September 30, 2025 includes an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern, and absent additional financing we may be unable to remain a going concern.
(see page 40) ● We have broad discretion in the use of the net proceeds from our recent offering and may not use them effectively, which could affect our results of operations and cause our stock price to decline.
(See page 44) ● We have broad discretion in the use of the net proceeds from our recent offering and may not use them effectively, which could affect our results of operations and cause our stock price to decline.
(see page 42) ● We incur significant costs as a result of operating as a public company, and our management must devote substantial time to compliance initiatives as a result of the listing of our Common Stock on the Nasdaq Capital Market.
(See page 47) ● We incur significant costs as a result of operating as a public company, and our management must devote substantial time to compliance initiatives as a result of the listing of our Common Stock on the Nasdaq Capital Market.
To the extent that we need to convert U.S. dollars we receive from our 2018 offering into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion.
To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion.
(see page 47) In addition to the other information set forth in this Report and other filings we have made and make in the future with the SEC, you should carefully consider the following risk factors and uncertainties, which could materially affect our business, financial condition or results of operations in future periods.
In addition to the other information set forth in this Report and other filings we have made and make in the future with the SEC, you should carefully consider the following risk factors and uncertainties, which could materially affect our business, financial condition or results of operations in future periods.
Risks Related to Our Business Continued innovation and the successful development and timely launch of new products are critical to our financial results and the achievement of our growth strategy . Our primary focus is on developing maca-based products for the Asian market, targeting consumers for use at home, in the office, and in other everyday settings.
Continued innovation and the successful development and timely launch of new products are critical to our financial results and the achievement of our growth strategy . Our primary focus is on developing Maca-based products for the Asian market, targeting consumers for use at home, in the office, and in other everyday settings.
Further, our competitors may be able to independently develop similar intellectual property, duplicate our products and services or design around any intellectual property rights we hold. Further, our intellectual property rights may be subject to termination or expirations.
Further, our competitors may be able to independently develop similar intellectual property, duplicate our products and services or design around any intellectual property rights we hold. Further, our intellectual property rights may be subject to termination or expiration.
In case the employer fails to make sufficient payment of the social insurance, it may be subject to fine up to 3 times of the insufficient amount and pay late fees.
In case the employer fails to make sufficient payment of the social insurance, it may be subject to fine up to three times of the insufficient amount and pay late fees.
We incur significant costs as a result of operating as a public company, and our management must devote substantial time to compliance initiatives as a result of the listing of our Common Stock on the Nasdaq Capital Market. As a listed company, we are required to meet the continued listing requirements applicable to all NASDAQ Capital Market companies.
We incur significant costs as a result of operating as a public company, and our management must devote substantial time to compliance initiatives as a result of the listing of our Common Stock on the Nasdaq Capital Market. As a listed company, we are required to meet the Nasdaq continued listing requirements.
Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021, which found that the PCAOB was unable to inspect or investigate completely certain named registered public accounting firms headquartered in mainland China and Hong Kong.
Pursuant to the HFCA Act, the PCAOB issued a Determination Report on December 16, 2021, which found that the PCAOB was unable to inspect or investigate completely certain named registered public accounting firms headquartered in mainland China and Hong Kong.
The Minimum Bid Price Notice has no immediate effect on the listing of the Company’s Common Stock, which continues to trade on The Nasdaq Capital Market under the symbol “IMG.” In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days from the date of the Minimum Bid Price Notice, or until July 14, 2025, to regain compliance.
The Minimum Bid Price Notice had no immediate effect on the listing of the Company’s Common Stock, which continued to trade on The Nasdaq Capital Market under the symbol “IMG.” In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had 180 calendar days from the date of the Minimum Bid Price Notice, or until July 14, 2025, to regain compliance.
The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions in a civil law system may be cited as reference but have limited precedential value. Since 1979, newly introduced PRC laws and regulations have significantly enhanced the protections of interest relating to foreign investments in China.
The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions in a civil law system may be cited as references but have limited precedential value. Since 1979, newly introduced PRC laws and regulations have significantly enhanced the protections of interests relating to foreign investments in China.
Any such restrictions may materially affect such entities’ ability to make dividends or make payments, in service fees or otherwise, to us, which may materially and adversely affect our business, financial condition and results of operations. 32 Uncertainties with respect to the PRC legal system could have a material adverse effect on us.
Any such restrictions may materially affect such entities’ ability to pay dividends or make other payments, in service fees or otherwise, to us, which may materially and adversely affect our business, financial condition and results of operations. 36 Uncertainties with respect to the PRC legal system could have a material adverse effect on us.
On December 2, 2021, the Securities and Exchange Commission adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. We are required by the HFCAA to have an auditor that is subject to the inspection by the PCAOB.
On December 2, 2021, the Securities and Exchange Commission adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. We are required by the HFCA Act to have an auditor that is subject to the inspection by the PCAOB.
If we fail to meet one of those standards or any other Nasdaq Capital Market continued listing requirement, our Common Stock may be subject to delisting, as applied by Nasdaq in its discretion. We intend to take all commercially reasonable actions to maintain our Nasdaq Capital Market listing.
If we fail to meet one of those standards or any other applicable Nasdaq continued listing requirement relevant to the listing of our securities, our Common Stock may be subject to delisting, as applied by Nasdaq in its discretion. We intend to take all commercially reasonable actions to maintain our Nasdaq Capital Market listing.
Such issues could result in the destruction of product inventory and lost sales due to the unavailability of product for a period of time, which could cause our business to suffer and affect our results of operations.
Such issues could result in the destruction of product inventor ies and lost sales due to the unavailability of product for a period of time, which could cause our business to suffer and affect our results of operations.
According to the Nasdaq Delist Determination Letter, unless the Company requests an appeal of this determination by July 7, 2025, trading of the Company’s common stock will be suspended from The Nasdaq Capital Market at the opening of business on July 9, 2025, and NSADAQ will file a Form 25-NSE with the SEC to remove the Company’s securities from listing and registration on The Nasdaq Stock Market.
According to the Nasdaq Delist Determination Letter, unless the Company requested an appeal of this determination by July 7, 2025, trading of the Company’s Common Stock would be suspended from The Nasdaq Capital Market at the opening of business on July 9, 2025, and Nasdaq would file a Form 25-NSE with the SEC to remove the Company’s securities from listing and registration on The Nasdaq Stock Market.
Our future financial performance and our ability to expand and market our single-serve coffee products and to compete effectively will depend, in part, on our ability to manage this potential future growth effectively, without compromising quality. 28 Any failure by us to accurately forecast customer demand for our products, or to quickly adjust to forecast changes, could adversely affect our business and financial results.
Our future financial performance and our ability to expand and market our products and to compete effectively will depend, in part, on our ability to manage this potential future growth effectively, without compromising quality. 29 Any failure by us to accurately forecast customer demand for our products, or to quickly adjust to forecast changes, could adversely affect our business and financial results.
On January 17, 2025, the Company received another notice (the “Annual Report Notice”) from NASDAQ indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company did not timely file its Annual Report on Form 10-K for the period ended September 30, 2024 with the SEC.
On January 17, 2025, the Company received another notice (the “Annual Report Notice”) from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company did not timely file its Annual Report on Form 10-K for the fiscal year ended September 30, 2024 with the SEC.
Companies with operations in China have been accused and found guilty of sales practices that involve unlawful activity, including violations of the FCPA. We believe to date we have complied in all material respects with the provisions of the FCPA.
We have operations and agreements with third parties, and we make sales, in China. Companies with operations in China have been accused and found guilty of sales practices that involve unlawful activity, including violations of the FCPA. We believe to date we have complied in all material respects with the provisions of the FCPA.
Failure to meet expectations, particularly with respect to operating margins, earnings per share, operating cash flows and net revenues may result in a decline and/or increased volatility in the price of our stock.
Failure to meet expectations, particularly with respect to operating margins, earnings per share, operating cash flows, and net revenue, may result in a decline and/or increased volatility in the trading price of our Common Stock.
On June 13, 2025, the Company did not manage to file its Form 10-K for the year ended September 30, 2024 and received a delist determination letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC on June 27, 2025 (“Nasdaq Delist Determination Letter”).
On June 13, 2025, the Company did not file its Form 10-K for the fiscal year ended September 30, 2024. On June 27, 2025, the Company received a delisting determination letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (the “Nasdaq Delist Determination Letter”).
The success of these distribution networks depends on the performance of brokers, distributors, common carriers and retailers, as well as our third-party manufacturing partners as it relates to distribution of certain of our products.
The success of these distribution networks depends on the performance of brokers, distributors, common carriers and retailers, as well as our third-party manufacturing partners as they relate to the distribution of certain of our products.
Our ability to become and remain profitable will depend on our ability to generate significantly higher revenues from the sales of our single-service coffee products, Maca series products, etc., which depends upon a number of factors, including but not limited to successful sales, manufacturing, marketing and distribution of our products and services.
Our ability to become and remain profitable will depend on our ability to generate significantly higher revenues from the sales of the Homology of Medicine and Food Series and Maca Series products, etc., which depends upon a number of factors, including but not limited to successful sales, manufacturing, marketing and distribution of our products and services.
Current PRC regulations permit the subsidiary in China to pay dividends to us only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. Under the applicable requirements of PRC law, Beijing Zhongyan may only distribute dividends after it has made allowances to fund certain statutory reserves.
Current PRC regulations permit the PRC subsidiary to pay dividends to us only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. Under the applicable requirements of PRC law, Beijing Zhongyan may only distribute dividends after it has made allowances to fund certain statutory reserves. These reserves are not distributable as cash dividends.
At various times during recent years, the United States and China have had significant disagreements over political and economic issues. Controversies may arise in the future between these two countries that may affect our economic outlook both in the United States and in China.
In recent years, the United States and China have had significant disagreements over political and economic issues. Controversies may arise in the future between these two countries that may affect our business and economic outlook in both the United States and China.
On February 19, 2025, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that the Company is not in compliance with Listing Rule 5250(c)(1) because the Company did not timely file its quarterly report on Form 10-Q for the period ended December 31, 2024 with the SEC. 41 We have submitted a Nasdaq compliance plan to Nasdaq on March 18, 2025 and Nasdaq grant the Company extension to (i) file the Form 10-K for the period ended September 30, 2024 on or before June 13, 2025; and (ii) file the Form 10-Q for the period ended December 31, 2024 on or before July 14, 2025.
On February 19, 2025, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company did not timely file its Quarterly Report on Form 10-Q for the period ended December 31, 2024 with the SEC. 45 The Company submitted a compliance plan to Nasdaq on March 18, 2025, and Nasdaq granted the Company an extension to (i) file its Form 10-K for the fiscal year ended September 30, 2024 on or before June 13, 2025, and (ii) file its Form 10-Q for the quarter ended December 31, 2024 on or before July 14, 2025.
A disruption in operations at any of our facilities or any other disruption in our supply chain or increase in prices relating to service by our retailers, distributors, common carriers that ship goods within our distribution channels, or otherwise, whether as a result of shipping costs and delays, trade restrictions, casualty, natural disaster, weather, power loss, telecommunications failure, terrorism, labor shortages, contractual disputes, interruptions in port operations or highway arteries, pandemic, strikes, work stoppages, the financial or operational instability of key suppliers, distributors and transportation providers, or other causes, could significantly impair our ability to operate our business, adversely affect our relationship with our customers, and impact our financial condition or results of operations. 27 The loss of any member of our senior management team or our inability to attract and retain highly skilled personnel could have a material adverse effect on our business.
A disruption in operations at any of our facilities or any other disruption in our supply chain or increase in prices relating to service by our retailers, distributors, common carriers that ship goods within our distribution channels, or otherwise, whether as a result of shipping costs and delays, trade restrictions, casualty, natural disaster, weather, power loss, telecommunications failure, terrorism, labor shortages, contractual disputes, interruptions in port operations or highway arteries, pandemic, strikes, work stoppages, the financial or operational instability of key suppliers, distributors and transportation providers, or other causes, could significantly impair our ability to operate our business, adversely affect our relationship with our customers, and impact our financial condition or results of operations.
Currently, part of our operations is conducted in China and part of our assets are located in China. Part our officers are nationals or residents of the PRC and a substantial portion of their assets are located outside the United States.
As of the date of this Report, part of our operations is conducted in China and part of our assets are located in China. Part our officers are nationals or residents of the PRC and a substantial portion of their assets are located outside the United States.
On May 19, 2025, the Company received a notice (the “Quarterly Report Notice”) from NASDAQ indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company did not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2025 with the Securities and Exchange Commission.
On May 19, 2025, the Company received a notice (the “Quarterly Report Notice”) from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company did not timely file its Quarterly Report on Form 10-Q for the three months ended March 31, 2025 with the SEC.
Alternatively, if demand exceeds our forecasts significantly beyond our current manufacturing capacity, we may not be able to satisfy customer demand, which could result in a loss of share if our competitors are able to meet customer demands. A failure to accurately predict the level of demand for our products could adversely affect our net revenues and net income.
Alternatively, if the demand is beyond our current production and procurement capabilities , we may not be able to satisfy customer demand, which could result in a loss of share if our competitors are able to meet customer demands. A failure to accurately predict the level of demand for our products could adversely affect our net revenues and net income.
The Annual Report Notice has no immediate effect on the listing of the Company’s stock on Nasdaq, and it states that the Company is required to submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1) within 60 calendar days from the date of the Annual Report Notice.
The Annual Report Notice had no immediate effect on the listing of the Company’s Common Stock on Nasdaq and stated that the Company was required to submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1) within 60 calendar days from the date of the Annual Report Notice.
As we and our industry evolve, we expect to face new challenges with respect to our introduction of innovative products and the changing competitive landscape within the maca products industry. These challenges can occur at various stages, including design, supply chain and sales cycle.
As we and our industry evolve, we expect to face new challenges with respect to the introduction of new products and the changing competitive landscape within the Maca products industry. These challenges can occur at various stages, including product positioning, supply chain, channel development, and sales cycles.
These reserves are not distributable as cash dividends. In addition, if the subsidiaries or affiliated entities in China incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us.
In addition, if the subsidiaries or affiliated entities in China incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us.
If the plan is accepted by Nasdaq, then Nasdaq can grant the Company up to 180 calendar days from the due date of the Form 10-K for the fiscal year ended September 30, 2025 to regain compliance.
If the plan was accepted by Nasdaq, Nasdaq could grant the Company up to 180 calendar days from the due date of the Form 10-K for the fiscal year ended September 30, 2024 to regain compliance.
If at any time before July 14, 2025 the closing bid price of the Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, NASDAQ will provide written notification that the Company has achieved compliance with the minimum bid price requirement, and the matter will be resolved.
If, at any time before July 14, 2025, the closing bid price of the Common Stock closed at or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq would provide written notification that the Company had regained compliance and the matter would be resolved.
Any subsequent periodic filing that is due within the 180 day exception period must be filed no later than the end of the period.
Any subsequent periodic filing due within the 180-day exception period was required to be filed no later than the end of that period.
For these reasons, even if we attain profitability, we may not be able to use a material portion of our NOLs, and this could reduce our earnings and potentially affect the valuation of our stock.
For these reasons, even if we attain profitability, we may not be able to use a material portion of our NOLs, and this could reduce our earnings and potentially affect the valuation of our stock. Risks Related to Our Business Product safety and quality concerns could negatively affect our business.
Any public forecasts regarding the expected performance of our business and future operating results are forward-looking statements subject to risks and uncertainties, including the risks and uncertainties described in our filings with the SEC and in our other public statements, and necessarily reflect current assumptions and judgments that may prove incorrect.
Any public forecasts regarding the expected performance of our business and future operating results are forward-looking statements subject to risks and uncertainties, and necessarily reflect assumptions and judgments that may prove incorrect.
If our competitors engage in these practices, they may receive preferential treatment from personnel of other companies or government agencies, giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new licenses, which would put us at a disadvantage. We have operations, agreements with third parties, and make sales in China.
If our competitors engage in these practices, they may receive preferential treatment from personnel of other companies or government agencies, giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new licenses, which would put us at a disadvantage.
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Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
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Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
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2024 filing
2025 filing
Biggest changeThe Company’s executive officers have limited experience in the area of cybersecurity, but where necessary in the view of the Company’s executive officers, the Company will consult with external advisers to manage and remediate any cybersecurity incidents. For material cybersecurity incidents, the Company’s executive officers will promptly inform, update, and seek the instructions of the board.
Biggest changeThe Company’s executive officers have limited experience in cybersecurity matters, but where they determine it is appropriate, the Company will engage external advisers to assist in assessing, managing and remediating any cybersecurity incidents. For material cybersecurity incidents, the Company’s executive officers will promptly inform and update the Board and seek its instructions regarding response and remediation. 50
The Company’s board of directors is collectively responsible for oversight of risks from cybersecurity threats. The Company’s executive officers oversee the overall processes to safeguard data and comply with relevant regulations and will report material cybersecurity incidents to the board.
The Company’s Board of Directors is responsible for oversight of risks from cybersecurity threats. The Company’s executive officers oversee the overall processes to safeguard data and comply with relevant regulations and will report material cybersecurity incidents to the board.
Since the start of its latest completed fiscal year and up to the date of this annual report, the Company is not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the registrant, including its business strategy, results of operations, or financial condition.
Since the start of its latest completed fiscal year and up to the date of this Report, the Company is not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected, or are reasonably likely to materially affect, the Company, including its business strategy, results of operations, or financial condition.
Item 2. Properties
Properties — owned and leased real estate
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Item 2. Properties
Properties — owned and leased real estate
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2024 filing
2025 filing
Biggest changeOur office in Beijing, China has a total yearly lease expense of approximately RMB 3,000 (approximately $428), with the lease expiring on August 12, 2027. We have analyzed our current facilities in light of our anticipated requirements, and we expect to continue optimizing our office space and facilities to meet our future needs.
Biggest changeWe have analyzed our current facilities in light of our anticipated requirements, and we expect to continue optimizing our office space and facilities to meet our future needs.
ITEM 2. PROPERTIES Our principal executive office is located at Room R2, FTY D, 16/F, Kin Ga Industrial Building, 9 San On Street, Tuen Mun, Hong Kong, at a monthly rental cost of RMB 4,167 (approximately $594), with the lease expiring on December 17, 2025.
ITEM 2. PROPERTIES Our principal executive office is located at Room R2, FTY D, 16/F, Kin Ga Industrial Building, 9 San On Street, Tuen Mun, Hong Kong, at a monthly rental cost of RMB 4,167 (approximately $594), with the lease expiring on December 17, 2026.
We currently lease office space and facilities in Delray Beach, Florida; Tuen Mun, Hong Kong; and Beijing, China. Our office in Delray Beach, Florida has a total monthly lease expense of approximately $3,500, with the lease expiring on August 31, 2025.
We currently lease office space and facilities in Delray Beach, Florida; Tuen Mun, Hong Kong; and Beijing and Henan, China. Our office in Boca Raton, Florida has a total monthly lease expense of approximately $2,500, with the lease expiring on October 11, 2026.
Added
Our office in Beijing, China has a total yearly lease expense of approximately RMB 197,100(approximately $27,683), with the lease expiring on March 31, 2026. Our office in Henan, China has a total yearly lease expense of approximately RMB 98,280 (approximately $13,804), monthly rent fee RMB 8,190 (approximately $1,150), with the lease expiring on August 14, 2026.
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
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Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
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2024 filing
2025 filing
Biggest changeIn exchange for mutual general releases and a dismissal of the lawsuit with prejudice, the Company paid Ms. Curtin $125,000. On December 6, 2024, the case was dismissed in its entirety. Kim Litigation On October 3, 2024, Mr. Sooncha Kim filed a complaint against the Company in the Southern District of New York, (Case No. 1:24-cv-7485) (the “Complaint”).
Biggest changeITEM 3. LEGAL PROCEEDINGS The Kim Litigation On October 3, 2024, Mr. Sooncha Kim filed a complaint against the Company in the Southern District of New York, (Case No. 1:24-cv-7485) (the “Complaint”). The Complaint alleges that the Company breached a Convertible Note and Warrant Purchase Agreement, dated June 6, 2024, between the Company and Mr.
The Complaint alleges the Company failed to pay directors’ fees and expenses from the last quarter of the fiscal year ended 2023 through the first two quarters of the fiscal year ended 2024, and is claiming breach of contract, quantum meruit, unjust enrichment, promissory estoppel, breach of the implied covenant of good faith and fair dealing, and unfair business practices.
The Complaint alleges the Company failed to pay directors’ fees and expenses from the last quarter the fiscal year ended September 30, 2023 through the first two quarters of the fiscal year ended September 30, 2024, and is claiming breach of contract, quantum meruit, unjust enrichment, promissory estoppel, breach of the implied covenant of good faith and fair dealing, and unfair business practices.
Kim’s 50% participation right in any subsequent financing and failing to appoint a designated director, as set forth in the parties’ agreement. Mr. Kim seeks specific performance of the Convertible Note and Warrant Purchase Agreement, and monetary damages in the amount of $1,041,216, plus applicable interest. The Company filed its answer to the Complaint on December 3, 2024.
Kim seeks specific performance of the Convertible Note and Warrant Purchase Agreement, and monetary damages in the amount of $1,041,216, plus applicable interest. The Company filed its answer to the Complaint on December 3, 2024. On January 7, 2025, Mr. Kim filed a motion seeking a preliminary injunction against the Company (the “Motion”).
On January 7, 2025, Mr. Kim filed a motion seeking a preliminary injunction against the Company (the “Motion”). The Company opposed the Motion on January 22, 2025, and on February 13, 2025, the Court denied Mr. Kim’s Motion. Discovery in the case is ongoing, and no trial date has been set.
The Company opposed the Motion on January 22, 2025, and on February 13, 2025, the Court denied Mr. Kim’s Motion. As of September 30, 2025, discovery in the case is ongoing, and no trial date has been set. The Ex-Directors Lawsuit On March 10, 2025, the following former directors of the Company, Kevin J. Connor, Chris J.
The Complaint alleges that the Company breached a Convertible Note and Warrant Purchase Agreement, dated June 6, 2024, between the Company and Mr. Kim, by, among other things, failing to deliver the registration rights agreement, excluding Mr. Kim from the S1 registration statement, delaying conversion of Mr. Kim’s notes, undertaking steps to dilute Mr. Kim’s shares, failing to honor Mr.
Kim, by, among other things, failing to deliver the registration rights agreement, excluding Mr. Kim from the S-1 registration statement, delaying conversion of Mr. Kim’s notes, undertaking steps to dilute Mr. Kim’s shares, failing to honor Mr. Kim’s 50% participation right in any subsequent financing and failing to appoint a designated director, as set forth in the parties’ agreement. Mr.
Removed
ITEM 3. LEGAL PROCEEDINGS Steeped Litigation As previously disclosed, on January 27, 2023, Steeped, Inc. d/b/a Steeped Coffee (“Steeped”) filed a complaint against the Company in the Superior Court of California, Santa Cruz County (Case No. 23CV00234) (the “Complaint”).
Added
On August 22, 2025, a judgment by default was entered against the Company in the amount of $58,920.34. Counsel for Plaintiffs/Judgment Creditors, Kevin J. Conner, J. Chris Jones, Nobuki Kurita, and David Robson (collectively, “Plaintiffs”) subsequently filed a motion with the court to amend the total amount of the judgment.
Removed
The Complaint related to Steeped’s claim that the Company breached a 2021 settlement agreement that resolved Steeped’s 2019 trademark infringement case against the Company. The earlier case involved Steeped’s purported trademark protection for “steeped coffee” and related phrases.
Added
On November 21, 2025, the Court entered an order amending the judgment nunc pro tunc, increasing the aggregate awards to all Plaintiffs to $222,062.28, including the prejudgment interest and costs. ITEM 4. MINE SAFETY DISCLOSURES None. 51 PART II
Removed
Steeped alleged breach of contract, intentional interference with contractual relations, intentional interference with prospective economic advantage, and fraud in the inducement of contract.
Removed
Plaintiff sought a trial by jury and relief in the form of a permanent injunction for use of “Steep Coffee” or any confusingly similar variant of “STEEPED COFFEE”; the impoundment and destruction of allegedly violating packaging materials and/or finished goods; a final judgment for all profits derived from the Company’s allegedly unlawful conduct, actual damages, damages to the Steeped’s reputation and goodwill among its customers and partners; and reasonable attorneys’ fees and costs.
Removed
The Company answered the Complaint with a general denial and asserted twenty-five affirmative defenses. On January 16, 2024, without a finding or admission of wrongdoing, the Company entered into a settlement agreement with Steeped. In exchange for mutual releases and a dismissal of the lawsuit with prejudice, the Company paid Steeped $500,000.
Removed
Steeped filed a Notice of Settlement on January 30, 2024, and on April 18, 2024, the case was dismissed. On June 19, 2024, both parties officially signed the “SETTLEMENT AGREEMENT AND MUTUAL RELEASE”, the Company paid Steeped $500,000.
Removed
Curtin Litigation As previously disclosed, on January 6, 2023, a former employee of the Company, Rosalina Curtin filed a complaint against the Company and another former employee of the Company, Jose Ramirez, in the Superior Court of California, County of San Diego (Case No. 37-2023-00000841-CU-WT-NC) (the “Complaint”). The Complaint alleged that Ms. Curtin was subject to harassment by Mr.
Removed
Ramirez, gender discrimination throughout her employment, that she reported this discrimination and harassment to the Company, and that the Company retaliated against her and wrongfully terminated her for whistleblowing and failed to prevent discrimination, harassment, and retaliation. Ms.
Removed
Curtin sought compensatory damages, including loss of past, present and future earnings, and benefits, as well as punitive damages, penalties, attorney’s fees and costs and interest. Pursuant to the terms of Ms.
Removed
Curtin’s Employment Agreement with the Company, on December 22, 2023, the Court compelled the case to arbitration with the American Arbitration Association (Case Number 01-24-0002-3225). 48 On November 8, 2024, without a finding or admission of wrongdoing, the Company entered into a settlement agreement with Ms. Curtin.
Removed
The Company believes it has a basis to defend the claims in the Kim Litigation. The company believes that it is very likely to succeed in the defense. Ex-Directors Lawsuit On March 10, 2025, former directors of the Company, Kevin J. Connor, Chris J.
Removed
The Ex-Directors seek monetary damages in excess of $200,000, with applicable interest, costs and attorneys’ fees. The Company’s answer to the Complaint was due on April 16, 2025. On April 17, 2025, the Ex-Director’s filed a request for entry of default. To date, no default has been entered against the Company.
Removed
As of the date of this annual report, two parties are still negotiating.
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
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Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
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2024 filing
2025 filing
Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our Common Stock is listed on the Nasdaq Capital Market under the symbol “IMG.” As of July 2, 2025, there were approximately 298 holders of record of our Common Stock.
Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our Common Stock is listed on the Nasdaq Capital Market under the symbol “IMG.” As of September 30, 2025, there were approximately 299 holders of record of our Common Stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. - Equity Compensation Plan Information”. Repurchases of Shares There were no repurchases of shares of common stock during for the year ended September 30, 2024. ITEM 6. [RESERVED]
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. - Equity Compensation Plan Information”. Repurchases of Shares There were no repurchases of shares of common stock during for the year ended September 30, 2025. ITEM 6. [RESERVED]
Any future determination relating to our dividend policy will be made at the discretion of our Board and will depend on a number of factors, including future earnings, capital requirements, financial conditions, future prospects, contractual restrictions and covenants and other factors that our Board may deem relevant. 2024 Incentive plan See “Item 12.
Any future determination relating to our dividend policy will be made at the discretion of our Board and will depend on a number of factors, including future earnings, capital requirements, financial conditions, future prospects, contractual restrictions and covenants and other factors that our Board may deem relevant. Equity Incentive Plans See “Item 12.
Item 6. [Reserved]
Selected Financial Data — reserved (removed by SEC in 2021)
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Item 6. [Reserved]
Selected Financial Data — reserved (removed by SEC in 2021)
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2024 filing
2025 filing
Biggest changeITEM 6. [RESERVED] 50 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 50 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 56 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 56 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 56 ITEM 9A. CONTROLS AND PROCEDURES 56 ITEM 9B.
Biggest changeITEM 6. [RESERVED] 52 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 52 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 59 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 59 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 59 ITEM 9A. CONTROLS AND PROCEDURES 59 ITEM 9B.
Removed
OTHER INFORMATION 57 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 57 PART III 58 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 58 ITEM 11. EXECUTIVE COMPENSATION. 63 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 65 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 67 ITEM 14.
Removed
PRINCIPAL ACCOUNTING FEES AND SERVICES 67 PART IV 69 ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES 69 ITEM 16.
Removed
FORM 10-K SUMMARY 71 SIGNATURES 72 2 Our Holding Company Structure and Risks Related to Doing Business in China Our business operations are partially based in China, and our PRC Subsidiaries are subject to certain legal and operational risks associated with being based in China.
Removed
On December 28, 2021, the Cyberspace Administration of China (“CAC”), and 12 other relevant PRC government authorities published the amended Cybersecurity Review Measures, which came into effect on February 15, 2022.
Removed
The final Cybersecurity Review Measures provide that a “network platform operator” that possesses personal information of more than one million users and seeks a listing in a foreign country must apply for a cybersecurity review.
Removed
Further, the relevant PRC governmental authorities may initiate a cybersecurity review against any company if they determine certain network products, services, or data processing activities of such company affect or may affect national security.
Removed
As of the date of this report, our Company and its subsidiaries have not been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice or sanction.
Removed
As advised by our PRC counsel, Guangdong Shenmou Law Firm (“Guangdong Shenmou”), we do not believe that we are subject to: (a) the cybersecurity review with the CAC, as we do not possess a large amount of personal information in our business operations, and our business does not involve the collection of data that affects or may affect national security, implicates cybersecurity, or involves any type of restricted industry; or (b) merger control review by China’s anti-monopoly enforcement agency due to the fact that we do not engage in monopolistic behaviors that are subject to these statements or regulatory actions.
Removed
On February 17, 2023, the China Securities Regulatory Commission (“CSRC”) issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, which became effective on March 31, 2023.
Removed
Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and report relevant information to the CSRC.
Removed
As advised by our PRC counsel, Guangdong Shenmou, we are a domestic company incorporated in the United States, and the operation of a portion of our business in the PRC does not, by itself, subject us to the Trial Measures or related filing requirements.
Removed
However, due to uncertainties in the interpretation of PRC laws and regulations, as well as ongoing regulatory reviews of overseas listings involving PRC companies through offshore holding structures, we may be required to submit a filing with the CSRC in the future in connection with our operations in China.
Removed
Such risks could result in a material change in our operations and/or the value of our securities and could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Removed
Please see “Item 1A —Risk Factors—Risks Associated With Doing Business in China” and the associated risk factor on page 30.
Removed
Since 2021, the Chinese government has strengthened its anti-monopoly supervision, mainly in three aspects: (1) establishing the National Anti-Monopoly Bureau; (2) revising and promulgating anti-monopoly laws and regulations, including: the Anti-Monopoly Law (draft Amendment published on October 23, 2021 for public opinions), the anti-monopoly guidelines for various industries, and the detailed Rules for the Implementation of the Fair Competition Review System; and (3) expanding the anti-monopoly law enforcement targeting Internet companies and large enterprises.
Removed
As of the date of this report, the Chinese government’s recent statements and regulatory actions related to anti-monopoly concerns have not impacted our ability to conduct business, accept foreign investments, or list on a U.S. or other foreign exchange because neither the Company nor its PRC operating entities engage in monopolistic behaviors that are subject to these statements or regulatory actions.
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Please see “Item 1A —Risk Factors—Risks Associated With Doing Business in China” and the associated risk factor on page 30. Permissions Required from the PRC Authorities for Our Operations We are also subject to legal and operational risks associated with being based in and having part of the Company’s operations in China.
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These risks may result in a material change in our operations, or a complete hindrance of our ability to offer or continue to offer our securities to investors, and could cause the value of such securities to significantly decline or become worthless.
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Recently, the PRC government initiated a series of regulatory actions and guidelines to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
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On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council, or the State Council, jointly issued an announcement to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.
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On December 28, 2021, the CAC, together with 12 other governmental departments of the PRC, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022.
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Article 7 of the Cybersecurity Review Measures stipulates that “Network platform operators that hold personal information of more than one million users and plan to go public abroad must report to the Cybersecurity Review Office for a cybersecurity review.” 3 As confirmed by our PRC counsel, Guangdong Shenmou Law Firm since we are not an online platform operator that possesses over one million users’ personal information, we are not subject to the cybersecurity review with the CAC under the Cybersecurity Review Measures, and for the same reason, we will not be subject to the network data security review by the CAC though another bill, the Regulations on the Security Management of Network Data, came into effect on January 1, 2025.
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As such, we believe that, as of the date of this Annual Report, we are compliant with the regulations and policies that have been issued by the CAC.
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As of the date of this Annual Report, these new laws and guidelines have not impacted the Company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange; however, there are uncertainties in the interpretation and enforcement of these new laws and guidelines, which could materially and adversely impact our business and financial outlook.
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See “Item 1A —Risk Factors— Risks Associated With Doing Business in China.” On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which came into effect on March 31, 2023.
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The Standing Committee of the National People’s Congress (the “SCNPC”) or PRC regulatory authorities may in the future promulgate additional laws, regulations, or implementing rules that require us to obtain regulatory approval from Chinese authorities.
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If we do not receive or maintain such approval, or inadvertently conclude that such approval is not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations and the value of our shares of common stock, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.
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Cash Flows through Our Organization CIMG, and our non-PRC Subsidiaries, may transfer cash to our PRC subsidiaries, through capital injections and intra-group loans.
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As advised by our PRC counsel, Guangdong Shenmou Law Firm, current PRC regulations permit Beijing Zhongyan to pay dividends to DZR Tech, only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations.
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If we determine to pay dividends on any of our Common Stock in the future, as a holding company, we will be dependent on receipt of funds from our Hong Kong subsidiary, DZR Tech. DZR Tech will rely on payments made from Beijing Zhongyan, which will in turn rely on payments made from Beijing Xilin, Shanghai Huomao and Henan Zhongyan.
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In addition, Beijing Zhongyan requires at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. During the fiscal years ended September 30, 2024 and 2023, there is cash transfers of $220,000 and $ Nil occurred between the Company and its subsidiaries.
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Under mainland China laws and regulations, we are subject to restrictions on foreign exchange and cross-border cash transfers, including to CIMG, our non-PRC Subsidiaries, and U.S. investors. Our ability to distribute earnings to CIMG, non-PRC Subsidiaries, and U.S. investors is also limited.
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We are partially relying on dividends and other distributions on equity from our PRC Subsidiaries for our cash requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur outside of mainland China.
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Current mainland China regulations permit our PRC Subsidiaries to pay dividends to us only out of their accumulated after-tax profits upon satisfaction of relevant statutory conditions and procedures, if any, determined in accordance with Chinese accounting standards and regulations.
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In addition, each of our PRC Subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. These reserves, together with the registered capital, are not distributable as cash dividends.
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Additionally, if our PRC Subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends or make other distributions to us. In addition, the revenue and assets of our PRC Subsidiaries are generally denominated in Renminbi, which is not freely convertible into other currencies.
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As a result, any restriction on currency exchange may limit the ability of our PRC Subsidiaries to pay dividends to us. 4 We have established certain controls and procedures for cash flows within our organization.
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Each transfer of cash among our Nevada holding company holding company and our subsidiaries is subject to internal approval to maximize oversight, minimize risk, and ensure compliance with applicable laws and regulations.
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See “Item 1A—Risk Factors— Risks Associated With Doing Business in China.” Cash Management Policies The Company has comprehensive cash management policies in place, including specific policies governing approvals with respect to fund transfers throughout our organization. Our Board of Directors and the audit committee oversee the Company’s major financial risk exposures.
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The Company maintains an authorization policy on cash management, setting forth the scope of authority for certain treasury matters that are delegated by the Board of Directors to management.
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Under this policy, certain treasury matters, such as intercompany loans, bank borrowings, short-term and long-term investments and dividends distributed from the Company’s subsidiaries to the holding company, are clearly defined, with the level of approval required for each matter specifically identified.
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Our management regularly monitors the liquidity position, funding requirements and investment returns in different jurisdictions of our subsidiaries, and takes into consideration regulatory requirements in the jurisdictions in which the Company has subsidiaries or operations. When funding is required, all necessary approvals are obtained from Company management and relevant governmental authorities, including China’s State Administration of Foreign Exchange.
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The Holding Foreign Companies Accountable Act On April 21, 2020, the SEC and PCAOB released a joint statement highlighting the risks associated with investing in companies based in or having substantial operations in emerging markets including China.
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The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.
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On December 16, 2021, the PCAOB issued a report on its determination that the PCAOB was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, a Special Administrative Region of the PRC, because of positions taken by PRC authorities in those jurisdictions.
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The Board made these determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities under the HFCA Act. On August 26, 2022, the CSRC, the Ministry of Finance (“MOF”), and the PCAOB signed the Protocol, governing inspections and investigations of audit firms based in China and Hong Kong.
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On December 15, 2022, the PCAOB determined that it was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and vacated its previous determinations to the contrary.
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However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB may consider the need to issue a new determination.
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On December 29, 2022, the Accelerating Holding Foreign Companies Accountable Act was signed into law as part of the Consolidated Appropriations Act, amending the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.
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Any lack of access to the PCAOB inspection in China may prevent the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China. As a result, the investors may be deprived of the benefits of such PCAOB inspections.
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The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections, which could cause existing and potential investors to lose confidence in audit procedures and reported financial information and the quality of financial statements of China-based companies.
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Our auditor, Assentsure PAC, the independent registered public accounting firm is a PCAOB-registered public accounting firm headquartered in Singapore. Our current auditor is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess an auditor’s compliance with the applicable professional standards, and have been inspected by the PCAOB on a regular basis.
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As such, as of the date of this Annual Report, our listing is not affected by the HFCA Act and related regulations.
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However, the recent developments would add uncertainties to our listing and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as related to the audit of our financial statements.
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Furthermore, there is a risk that our auditor cannot be inspected by the PCAOB in the future.
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The lack of inspection could cause trading in our securities to be prohibited on a national exchange or in the over-the-counter trading market under the HFCA Act and related regulations, and, as a result, Nasdaq may determine to delist our securities, which may cause the value of our securities to decline or become worthless. See “Item 1A.
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Risk Factors— Risks Associated With Doing Business in China” call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the Public Company Accounting Oversight Board of the United States (the “PCAOB”).
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These developments could add uncertainties to our listing on the Nasdaq Capital Market and Nasdaq may determine to delist our securities if the PCAOB determines that it cannot inspect or fully investigate our auditor, which may cause the value of our securities to decline or become worthless. 5 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This Annual Report on Form 10-K (this “Report”) contains forward-looking statements, including, without limitation, in the sections captioned “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere.
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Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements.
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Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “target,” “seek,” “estimate,” “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.
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Forward-looking statements in this Report may include, without limitation, statements regarding: ● our plans to obtain funding for our operations, including funding necessary to develop, manufacture and commercialize our products, provide our co-packing services, and to continue as a going concern; ● our expectation that our existing capital resources will be sufficient to fund our operations for at least the next three months and our expectation to need additional capital to fund our planned operations beyond that; ● the accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; ● our expectations regarding our ability to maintain compliance with the listing requirements of the Nasdaq Capital Market; ● the impact to our business, including any supply chain interruptions, resulting from changes in general economic, business and political conditions, including changes in the financial markets and macroeconomic conditions resulting from a pandemic ; ● the evolving coffee preferences of coffee consumers in North America and East Asia; ● the size and growth of the markets for our products and co-packing services; ● our ability to compete with companies producing similar products or providing similar co-packing services; ● our ability to successfully achieve the anticipated results of strategic transactions; ● our expectation regarding our future co-packing revenues; ● our ability to develop or offer innovative new products and services, and expand our co-packing services to other products that are complementary to our current single serve coffee product offerings; ● our expectations regarding additional manufacturing, coffee roasting and co-packing capabilities to be provided through our manufacturing partners, as well as our manufacturing partners’ ability to successfully facilitate distribution efforts; ● our reliance on third-party roasters or manufacturing partners to roast coffee beans necessary to manufacture our products and to fulfill every aspect of our co-packing services; ● regulatory developments in the U.S. and in non-U.S. countries; ● our ability to retain key management, sales and marketing personnel; ● the scope of protection we are able to establish and maintain for intellectual property rights covering our products and technology; ● our ability to develop and maintain our corporate infrastructure, including our internal control over financial reporting; ● the outcome of pending, threatened or future litigation; ● our financial performance; and ● our use of the net proceeds from our recent offering.
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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.
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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. 6 Any forward-looking statements in this Report reflect our current views with respect to future events or to our future financial performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.
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Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A below, titled “Risk Factors,” and discussed elsewhere in this Report and in our other reports filed with the SEC.
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Given these uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise, except as required by law. REFERENCES As used in this Report: ● “$”, “US$”, “USD” or “U.S.
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Dollars” refers to the legal currency of the United States; ● “Beijing Xilin” refers to Xilin Online (Beijing) E-commerce Co., Ltd, a limited liability company organized under the laws of the People’s Republic of China, which is 51% owned by Beijing Zhongyan; ● “Beijing Zhongyan” refers to Zhongyan Shangyue Technology Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China, which is wholly owned by DZR Tech; ● “Common Stock” refers to our common stock, US$0.00001 par value per share; ● “DZR Tech” refers to DZR Tech Limited, a Hong Kong limited company, which is wholly owned by the Company; ● “Exchange Act” refers to the Securities Exchange Act of 1934, as amended; ● “Henan Zhongyan” refers to Henan Zhongyan Shangyue Technology Co., Ltd, a limited liability company organized under the laws of the People’s Republic of China, which is wholly owned by Beijing Zhongyan; “non-PRC Subsidiaries” refers to Wewin, DZR Tech, and Singapore CIMG; ● “PRC Subsidiaries” refers to Beijing Zhongyan, Henan Zhongyan, Beijing Xilin and Shanghai Huomao; ● “PRC” or “China” refers to the People’s Republic of China, excluding, for the purpose of this report only, Hong Kong SAR, Macau SAR and Taiwan; ● “RMB” or “Renminbi” refers to the legal currency of China; ● “SEC” refers to the Securities and Exchange Commission; ● “Securities Act” refers to the Securities Act of 1933, as amended; ● “Shanghai Huomao” refers to Shanghai Huomao Cultural Development Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China, which is 51% owned by Beijing Zhongyan; ● “Singapore CIMG” refers to CIMG PTE.
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LTD., a Singapore limited liability company, which is wholly owned by the Company; ● “we”, “us”, “our”, “CIMG” and the “Company” refers CIMG Inc. and its subsidiaries, taken together; and ● “Wewin” refers to WEWIN TECHNOLOGY LLC, a Florida limited liability company, which is wholly owned by the Company; 7 PART I
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
35 edited+38 added−26 removed7 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
35 edited+38 added−26 removed7 unchanged
2024 filing
2025 filing
Biggest changeOn January 14, 2025, the Company received a notification letter (the “Minimum Bid Price Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that the Company is not in compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2).
Biggest changeWe have cured all of these deficiencies except the minimum bid price requirement and, as of December 4, 2025, Nasdaq has notified us that we have regained compliance with Nasdaq Listing Rules 5250(c)(1), 5550(b)(1) and 5620(a), while remaining subject to a bid price compliance deadline under Rule 5550(a)(2) and a Mandatory Panel Monitor through November 14, 2026 On January 14, 2025, the Company received a notification letter (the “Minimum Bid Price Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that the Company was not in compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2).
On February 19, 2025, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that the Company is not in compliance with Listing Rule 5250(c)(1) because the Company did not timely file its quarterly report on Form 10-Q for the period ended December 31, 2024 with the SEC.
On February 19, 2025, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company did not timely file its Quarterly Report on Form 10-Q for the period ended December 31, 2024 with the SEC.
We discuss such risks, uncertainties and other factors throughout this Report and specifically under Item 1A of Part I of this Report, Risk Factors. For additional discussion, see “CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS” above. Corporate Overview CIMG Inc. is a company incorporated in Nevada and listed on Nasdaq since June 2020.
We discuss such risks, uncertainties and other factors throughout this Report and specifically under Item 1A of Part I of this Report, Risk Factors. For additional discussion, see “CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS” above. 52 Corporate Overview CIMG is a company incorporated in Nevada and has been listed on Nasdaq since June 2020.
The Minimum Bid Price Notice has no immediate effect on the listing of the Company’s Common Stock, which continues to trade on The Nasdaq Capital Market under the symbol “IMG.” In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days from the date of the Minimum Bid Price Notice, or until July 14, 2025, to regain compliance.
The Minimum Bid Price Notice had no immediate effect on the listing of the Company’s Common Stock, which continued to trade on The Nasdaq Capital Market under the symbol “IMG.” In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had 180 calendar days from the date of the Minimum Bid Price Notice, or until July 14, 2025, to regain compliance.
According to the Nasdaq Delist Determination Letter, unless the Company requests an appeal of this determination by July 7, 2025, trading of the Company’s common stock will be suspended from The Nasdaq Capital Market at the opening of business on July 9, 2025, and NSADAQ will file a Form 25-NSE with the SEC to remove the Company’s securities from listing and registration on The Nasdaq Stock Market.
According to the Nasdaq Delist Determination Letter, unless the Company requested an appeal of this determination by July 7, 2025, trading of the Company’s Common Stock would be suspended from The Nasdaq Capital Market at the opening of business on July 9, 2025, and Nasdaq would file a Form 25-NSE with the SEC to remove the Company’s securities from listing and registration on The Nasdaq Stock Market.
On June 13, 2025, the Company did not manage to file its Form 10-K for the year ended September 30, 2024 and received a delist determination letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC on June 27, 2025 (“Nasdaq Delist Determination Letter”).
On June 13, 2025, the Company did not file its Form 10-K for the fiscal year ended September 30, 2024. On June 27, 2025, the Company received a delisting determination letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (the “Nasdaq Delist Determination Letter”).
See the “ Note 2—Basis of Presentation and Summary of Significant Accounting Policies ” to the Consolidated Financial Statements for a summary of our accounting policies. 55 Recent Accounting Pronouncements Recent accounting pronouncements which may be applicable to us are described in “ Note 2—Basis of Presentation and Summary of Significant Accounting Policies ” to the Consolidated Financial Statements included as part of this Report.
Recent Accounting Pronouncements Recent accounting pronouncements which may be applicable to us are described in “ Note 2—Basis of Presentation and Summary of Significant Accounting Policies ” to the Consolidated Financial Statements included as part of this Report.
On May 19, 2025, the Company received a notice (the “Quarterly Report Notice”) from NASDAQ indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company did not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2025 with the Securities and Exchange Commission.
On May 19, 2025, the Company received a notice (the “Quarterly Report Notice”) from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company did not timely file its Quarterly Report on Form 10-Q for the three months ended March 31, 2025 with the SEC.
The Annual Report Notice has no immediate effect on the listing of the Company’s stock on Nasdaq, and it states that the Company is required to submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1) within 60 calendar days from the date of the Annual Report Notice.
The Annual Report Notice had no immediate effect on the listing of the Company’s Common Stock on Nasdaq and stated that the Company was required to submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1) within 60 calendar days from the date of the Annual Report Notice.
If the Company does not regain compliance during the compliance period ending July 14, 2025, then NASDAQ may in its discretion determine to grant the Company an additional 180 calendar day period to regain compliance, provided that the Company on July 14, 2025 meets the continued listing requirement for market value of publicly held shares and all other applicable initial listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and will need to provide NASDAQ written notice of its intent to cure the deficiency during the second compliance period. 53 On January 17, 2025, the Company received another notice (the “Annual Report Notice”) from NASDAQ indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company did not timely file its Annual Report on Form 10-K for the period ended September 30, 2024 with the SEC.
If the Company did not regain compliance during the compliance period ending July 14, 2025, Nasdaq could, in its discretion, grant the Company an additional 180-calendar-day period to regain compliance, provided that the Company met the continued listing requirement for market value of publicly held shares and all other applicable initial listing standards for The Nasdaq Capital Market as of July 14, 2025 (except for the minimum bid price requirement) and provided Nasdaq with written notice of its intent to cure the deficiency during the second compliance period. 54 On January 17, 2025, the Company received another notice (the “Annual Report Notice”) from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company did not timely file its Annual Report on Form 10-K for the fiscal year ended September 30, 2024 with the SEC.
If the plan is accepted by Nasdaq, then Nasdaq can grant the Company up to 180 calendar days from the due date of the Form 10-K for the fiscal year ended September 30, 2025 to regain compliance.
If the plan was accepted by Nasdaq, Nasdaq could grant the Company up to 180 calendar days from the due date of the Form 10-K for the fiscal year ended September 30, 2024 to regain compliance.
If at any time before July 14, 2025 the closing bid price of the Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, NASDAQ will provide written notification that the Company has achieved compliance with the minimum bid price requirement, and the matter will be resolved.
If, at any time before July 14, 2025, the closing bid price of the Common Stock closed at or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq would provide written notification that the Company had regained compliance and the matter would be resolved.
Any subsequent periodic filing that is due within the 180-day exception period must be filed no later than the end of the period.
Any subsequent periodic filing due within the 180-day exception period was required to be filed no later than the end of that period.
In determining whether to accept such plan, Nasdaq will consider such things as the likelihood that the remedial filing, along with any subsequent periodic filing that will be due, can be made within the 180 day period, the Company’s past compliance history, the reasons for the late filing, other corporate events that may occur within our review period, the Company’s overall financial condition and its public disclosures.
In determining whether to accept such plan, Nasdaq would consider factors such as the likelihood that the remedial filing, along with any subsequent periodic filings that became due, could be made within the 180-day period, the Company’s past compliance history, the reasons for the late filing, other corporate events that might occur during Nasdaq’s review period, the Company’s overall financial condition, and its public disclosures.
We have submitted a Nasdaq compliance plan to Nasdaq on March 18, 2025 and Nasdaq grant the Company extension to (i) file the Form 10-K for the period ended September 30, 2024 on or before June 13, 2025; and (ii) file the Form 10-Q for the period ended December 31, 2024 on or before July 14, 2025.
The Company submitted a compliance plan to Nasdaq on March 18, 2025, and Nasdaq granted the Company an extension to (i) file its Form 10-K for the fiscal year ended September 30, 2024 on or before June 13, 2025, and (ii) file its Form 10-Q for the quarter ended December 31, 2024 on or before July 14, 2025.
Operating Activities We used $9,970,680 and $6,381,560 of cash in operating activities during the years ended September 30, 2024 and 2023, the cash outflow arising from the purchase of raw materials, finished products and the disposal of subsidiaries.
We used $9,970,680 of cash in operating activities during the fiscal year ended September 30, 2024, with the cash outflow arising from the purchase of raw materials and finished products and the disposal of subsidiaries.
The Quarterly Report Notice has no immediate effect on the listing of the Company’s stock on Nasdaq. As a result of this additional delinquency of the Form 10-Q for the period ended March 31, 2025, the Company submitted an update to its original plan to regain compliance with respect to the filing requirement on June 3, 2025.
The Quarterly Report Notice had no immediate effect on the listing of the Company’s Common Stock on Nasdaq. As a result of this additional delinquency relating to the Form 10-Q for the three months ended March 31, 2025, the Company submitted an update to its original compliance plan on June 3, 2025.
Summary of Cash Flows Year Ended September 30, 2024 2023 Cash used in operating activities $ (9,970,680 ) $ (6,381,560 ) Cash used in investing activities $ ( 320,043 ) $ (31,813 ) Cash provided by used in financing activities $ 9,586,272 $ (36,031 ) Effect of foreign exchange on cash $ 312,906 $ 36,599 Cash flows generated from discontinued business operations $ (127,102 ) $ (866,645 ) Net decrease in cash $ (5 18,647 ) $ (7,279,450 ) Discontinued operations On June 7, 2024, the company’s board of directors passed a resolution to sale (1) NuZee KOREA Ltd a company incorporated in Korea and a wholly-owned subsidiary of the Company; and (2) NuZee Investment Co., Ltd, a company incorporated in Japan and a wholly-owned subsidiary of the Company.
Summary of Cash Flows Fiscal Year Ended September 30, 2025 2024 Cash used in operating activities $ (1 7,593,993 ) $ (9,970,680 ) Cash provided by (used in) investing activities $ 22,365 $ (320,043 ) Cash provided by financing activities $ 17,247,540 $ 9,586,272 Effect of foreign exchange on cash $ (2,847 ) $ 312,906 Cash flows generated from discontinued business operations $ - $ (127,102 ) Net decrease in cash $ (326,935 ) $ (518,647 ) Discontinued operations On June 7, 2024, the Company’s Board of Directors passed a resolution to sell (1) NuZee KOREA Ltd, a company incorporated in Korea and a wholly-owned subsidiary of the Company; and (2) NuZee Investment Co., Ltd, a company incorporated in Japan and a wholly-owned subsidiary of the Company.
During the year ending September 30, 2024, financing activities included private placement and convertible notes. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that may have a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Off-Balance Sheet Arrangements As of September 30, 2025, we had no off-balance sheet arrangements that might have a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
It is edible and renowned as a natural superfood. Maca is rich in nutrients, boasts high levels of essential nutrients, and is believed to nourish and strengthen the human body.
Maca, a plant of the Brassicaceae family that originated in South America, has oval leaves and a rootstock shaped like a small round radish. It is edible and renowned as a natural superfood. Maca is rich in nutrients, boasts high levels of essential nutrients, and is believed to nourish and strengthen the human body.
As part of this transformation, we have extended our sales and distribution network to include maca-infused food and beverages, reaffirming our commitment to reshaping the online marketing, sales, and distribution landscape for consumer products. 50 Maca, a plant of the Brassicaceae family that originated in South America, has oval leaves and a rootstock shaped like a small round radish.
Since July 2024, CIMG has been undergoing a transformation in digital marketing, distribution, and sales. As part of this transformation, we have extended our sales and distribution network to include Maca-infused food and beverages, reaffirming our commitment to reshaping the online marketing, sales, and distribution landscape for consumer products.
We were formerly known as “Nuzee, Inc.” with a previous ticker symbol “NUZE”, and we changed our corporate name and ticker symbol to “CIMG Inc.” and “IMG” in October 2024.
We were formerly known as “Nuzee, Inc.” with a previous ticker symbol “NUZE”, and we changed our corporate name and ticker symbol to “CIMG Inc.” and “IMG” in October 2024. We are committed to leveraging artificial intelligence and, where appropriate, blockchain related technologies to support industrial development and help our clients improve user growth and brand management.
We previously focused on specialty coffee and related technologies but are now expanding our sales and distribution channels in Asia to encompass a broader range of consumer food and beverage products. This expansion is fueled by our online sales platform, which leverages a natural language search function.
We are currently making efforts to expand our sales and distribution channels in Asia to cover a wider range of consumer food and beverage products. This expansion is driven by our online sales platform, which utilizes the natural language search function.
Our products are sold through both online channels and a network of retail partners, including grocery stores, convenience stores, and vending machines.
We operate with a commitment to providing high-quality, sustainably sourced products to consumers who seek to enhance their health and wellness. Our products are sold through both online channels and a network of retail partners, including grocery stores, convenience stores, and vending machines.
Net Loss Year ended September 30, Change 2024 2023 Dollars % Net Loss $ 8,555,388 $ 8,749,467 $ (194,079 ) (2.22 )% For the fiscal year ended September 30, 2024, the Company reported a net loss of $8,555,388 compared to a net loss of $8,749,467 for the fiscal year ended September 30, 2023.
Net Loss Fiscal Year ended September 30, Change 2025 2024 Dollars % Net Loss $ 4,890,555 $ 8,972,735 $ (4,082,180 ) (45.50 )% For the fiscal year ended September 30, 2025, the Company recorded a net loss of $4,890,555, compared to a net loss of $8,972,735 for the fiscal year ended September 30, 2024.
It is often referred to as “South American ginseng.” The primary cultivation regions for maca include the Andes Mountains in South America and the Jade Dragon Snow Mountain in Lijiang, Yunnan, China. CIMG has successfully secured the exclusive distribution and sales rights for all maca products produced by Jiangsu Kangduoyuan Beverage Co., Ltd., a leading maca production base in Asia.
It is often referred to as “South American ginseng.” The primary cultivation regions for Maca include the Andes Mountains in South America and the Jade Dragon Snow Mountain in Lijiang, Yunnan, China. Our business focuses on sourcing, marketing, and distributing a wide range of Maca-based dietary supplements, functional foods, and beauty products.
Cash provided from financing activities increased from $(36,031) as of September 30, 2023 to $9,586,272 as of September 30, 2024. The main reason for the increase is that no funds were raised in the year ending September 30, 2023, while in the year ending September 30, 2024, we raised funds by selling our equity securities and issuing convertible bonds.
Financing Activities Historically, we have funded our operations through the issuance of our equity securities. 58 Cash provided from financing activities increased from $9,586,272 as of September 30, 2024 to $17,247,540 as of September 30, 2025. The main reason for the increase is the rise in private placement.
During the year ended September 30, 2024 and September 30, 2023, the cash out flows arising from the cessation of business operations were $127,102 and $866,645 respectively.
During the fiscal years ended September 30, 2025 and September 30, 2024, the cash outflows arising from the cessation of business operations were $Nil and $127,102 respectively. Operating Activities We used $17,593,993 of cash in operating activities during the fiscal year ended September 30, 2025, with the cash outflow arising from purchases of raw materials and finished products.
Our business focuses on sourcing, marketing, and distributing a wide range of maca-based dietary supplements, functional foods, and beauty products. We operate with a commitment to providing high-quality, sustainably sourced products to consumers who seek to enhance their health and wellness.
We source, market, and distribute health and wellness products, including Maca-based dietary supplements, functional foods, and beauty products. We leverage technology and data-driven marketing tools to support product promotion and sales. We are committed to providing high-quality products with a focus on responsible and sustainable sourcing to consumers seeking to enhance their health and wellness.
Investing Activities We used $320,043 and $31,813 of cash in investing activities during the years ended September 30, 2024 and 2023, the cash outflow arising from the purchase of equipment. Financing Activities Historically, we have funded our operations through the issuance of our equity securities.
Investing Activities In the fiscal year ended September 30, 2025, we received $22,365 in cash from investing activities, which was a cash inflow from the disposal of subsidiaries and equipment. In the fiscal year ended September 30, 2024, we used $320,043 in cash in investing activities, which was a cash outflow arising from the purchase of equipment.
The gross profit margin for the year ended September 30, 2024 was 1.69%, and for the fiscal year ended September 30, 2023, it was (10.71)%. The marginal improvement is mainly due to the reduction in sales costs.
Gross margin For the fiscal year ended September 30, 2025, the Company’s gross profit margin was 1.22%, compared to 1.67% for the fiscal year ended September 30, 2024.
These products include Maca Peptide Coffee, Maca-Noni, Maca Wine, Maca Purified Powder, and other full-range offerings. Through a comprehensive digital marketing strategy, CIMG is optimistic in its ability to achieve sales growth and enhance the Company’s enterprise value. CIMG aims to become a leading distributor of premium maca products, a natural superfood known for its numerous health benefits.
Through a comprehensive digital marketing strategy, CIMG is optimistic in its ability to achieve sales growth and enhance the Company’s enterprise value. Since July 2024, we launched the “Homology of Medicine and Food” series. including Huomao-branded products, Exosome eye drops and other health and wellness products.
Our principal use of cash is to fund our operations, which includes the commercialization of our products, the continuation of efforts to improve our products, administrative support of our operations and other working capital requirements. As of September 30, 2024, we had a cash balance of $0.46 million.
The Company’s principal uses of cash include funding operations, product commercialization and development activities, administrative support, and working capital requirements. 57 As of September 30, 2025, the Company had a cash balance of approximately $0.14 million and has incurred recurring net losses.
Operating Expenses Year ended September 30, Change 2024 2023 Dollars % Operating Expenses $ 5,9 80,521 $ 8,174,200 $ (2,193,679 ) (2 6.84 )% 54 For the fiscal year ended September 30, 2024, our operating expenses totaled $5,980,521 compared to $8,174,200 for the fiscal year ended September 30, 2023, a decrease of $(2,193,679), or (2 6.84 )%.This reduction is mainly due to the decrease in labor costs and travel expenses.
Operating Expenses Fiscal Year ended September 30, Change 2025 2024 Dollars % Operating Expenses $ 4,419,331 $ 6,425,572 $ (2,006,241 ) (31.22 )% For the fiscal year ended September 30, 2025, operating expenses totaled $4,419,331, compared to $6,425,572 for the fiscal year ended September 30, 2024, representing a decrease of $2,006,241 or 31.22%.
The main reason for the reduction in net loss is the decrease in packaging services for the coffee business and the main launch of a new maca series of products. Liquidity and Capital Resources To date, we have funded our operations primarily with proceeds from registered public offerings and private placements of shares of our Common Stock.
Liquidity and Capital Resources As of the date of this Report, the Company has funded its operations primarily through proceeds from registered public offerings and private placements of its Common Stock.
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Since July 2024, CIMG has been undergoing a transformation in digital marketing, distribution, and sales.
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CIMG has successfully secured the exclusive distribution and sales rights for all Maca products produced by Jiangsu Kangduoyuan Beverage Co., Ltd., a leading Maca production base in Asia. These products include Maca Peptide Coffee, Maca-Noni, Maca Wine, Maca Purified Powder, and other full-range offerings.
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The diagram below is our corporate structure as of the date of this report. 51 Our sources of revenue Co-Packing and Product Innovation With years of experience as a third-party contract packer for leading companies in the coffee beverage industry, combined with our own coffee sales and market insights from the Asian region, we have expanded our business strategy to deepen our industry engagement.
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The Homology of Medicine and Food Series is guided by traditional Chinese medicine theory, incorporates modern nutritional principles to identify the functional attributes of certain foods and food-derived ingredients. we are committed to providing healthier and more suitable health and wellness products for Asian customers. The launch of the new product effectively contributed to the growth of our sales.
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This evolution includes a shift toward reshaping product value by integrating health-oriented concepts and applying advanced technologies such as artificial intelligence, neuroscience, and big data. These efforts have culminated in the establishment of a global digital health and sales development business group.
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We sell our products through online channels and a network of retail partners, including grocery stores, convenience stores, and vending machines. Since September 2025, we launched the “Computing Power Product” series. We provide customers with hardware devices, such as GPUs integrated with artificial intelligence data-processing modules.
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While we remain committed to delivering our high-quality Nuzee single-serving coffee and DRIPKIT products, our entry into the Asian market has prompted a broader commitment to health, sustainability, and nutrition. 52 The Maca Series In the fourth quarter of the year ended September 30, 2024, we introduced our first health-focused product line in Asia: the Maca Series.
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These modules are embedded in the GPUs and tailored to the characteristics and needs of each industry. The modules enable industry-specific data learning, helping applications develop more accurate data-processing patterns, and intelligently complete operational tasks.
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This product line includes Maca Peptide Coffee, Maca-Noni, Maca Purified Powder, and Maca Wine. Each product features green purification factors derived from the maca plant, ensuring a natural and clean composition. Maca, a plant native to South America and a member of the Brassicaceae family, is known for its nutritional value and adaptogenic properties.
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We primarily sell these products to business customers, who then integrate them into their own servers, core processors, and other computing infrastructure and deliver solutions to their end users.
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Often referred to as “South American ginseng,” maca is prized for its ability to support stamina, vitality, and overall wellness.
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We continuously refine our artificial intelligence data-processing templates and enhance the learning capabilities of the modules to deliver more accurate intelligent services across a broad range of industries. 53 The diagram below is our corporate structure as of the date of this Report.
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It is primarily cultivated in the Andes Mountains in south America, and Jade Dragon Snow Mountain in Yunnan Province, China. ● Maca-Noni – a plant-based energy drink designed to support sexual vitality, with maca root as its key ingredient. ● Maca Peptide Coffee – a functional coffee beverage infused with maca peptides for enhanced wellness benefits. ● Maca Purified Powder – a concentrated, versatile maca powder ideal for daily nutritional use. ● Maca Wine – a unique beverage that combines traditional wine with the nourishing properties of maca.
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Nasdaq Listing Deficiency Since January 2024, we have received several deficiency and delinquency notices from Nasdaq relating to our stockholders’ equity, minimum bid price, failure to timely file periodic reports and failure to hold an annual meeting.
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We currently distribute our products through wholesale channels, supplying grocery stores, convenience stores, and vending machine operators. Looking ahead, we plan to expand into retail services and leverage digital technologies to optimize marketing strategies and diversify our sales models. Our distribution network already spans both online platforms and offline points of sale.
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On July 7, 2025, the Company appealed the Nasdaq delisting determination letter dated June 27, 2025, and the Nasdaq Hearings Panel scheduled a hearing for the appeal on August 14, 2025. Nasdaq also notified the Company that the Panel would consider this matter in rendering a determination regarding the Company’s continued listing on The Nasdaq Capital Market.
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Our commitment extends beyond product quality and health benefits—we also focus on enhancing the packaging experience. Each design is crafted to resonate with professionals across various industries, making our products more personalized, youthful, and distinctive. For example, Maca-Noni represents a new entry into the functional beverage market, blending health-forward branding with innovative design.
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Pursuant to Listing Rule 5810(d), the Company intended to present its views with respect to this additional deficiency at the Panel hearing.
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Our customer base includes wholesale distributors such as grocery stores, convenience stores, and vending machine providers. Nasdaq Listing Deficiency The Company received a notification letter from NASDAQ on January 23, 2024 (the “NASDAQ Notification Letter”), indicating that the Company was not in compliance with NASDAQ Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”).
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On July 17, 2025, the Company received an additional delisting determination letter from Nasdaq, which stated that the Company had not regained compliance with Nasdaq Listing Rule 5550(a)(2) by July 14, 2025 and was not eligible for a second 180-calendar-day compliance period, primarily because the Company did not comply with the initial listing requirements for The Nasdaq Capital Market under the Equity Standard or the alternative standards.
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The NASDAQ Notification Letter stated that the Company failed to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing, as required by the Stockholders’ Equity Requirement.
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According to the letter, this matter served as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market.
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Subsequently, the Company completed a convertible note financing of $320,000 on April 27, 2024, an equity financing of $1,500,000 on June 4, 2024, and an equity financing of $3,000,000 on July 11, 2024.
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On July 21, 2025, the Company filed with the SEC its Annual Report on Form 10-K for the fiscal year ended September 30, 2024, which was subsequently amended on July 30, 2025. 55 Following a hearing held on August 14, 2025, the Nasdaq Hearings Panel issued a decision on September 2, 2025 granting the Company’s request to continue its listing on The Nasdaq Stock Market, subject to the Company’s timely satisfaction of specified conditions, including (i) filing all required periodic reports and (ii) demonstrating compliance with Nasdaq Listing Rule 5550(b)(1), to be affirmed in a report to be filed under the Exchange Act on or before September 30, 2025.
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On July 23, 2024, the Company received a letter from NASDAQ stating that based on the Company’s Form 8-K, filed with the Commission on July 19, 2024, NASDAQ has determined that the Company has complied with Listing Rule 5550(b)(1).
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On August 20, 2025, the Company received a delinquency notification letter from the Listing Qualifications Staff of Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company did not timely file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 with the SEC.
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The Company intends to file its Form 10-K for the fiscal year ended September 30, 2024 as soon as possible, and in any event before July 7, 2025.
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On August 26, 2025, the Company filed with the SEC its Quarterly Report on Form 10-Q for the three months ended December 31, 2024.
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In addition, the Company intends to appeal Nasdaq’s delist determination and plans to request a hearing before a Nasdaq Hearings Panel to present its plan for regaining compliance with the applicable Nasdaq Listing Rules by 4:00 Eastern Time on July 7, 2025.
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In its effort to regain compliance with the Nasdaq equity requirement, and subsequent to the quarter ended June 30, 2025 and through September 30, 2025, the Company completed certain unregistered issuances of equity securities, which increased stockholders’ equity.
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Results of Operations Revenue Year ended September 30, Change 2024 2023 Dollars % Revenue $ 1,930,291 $ 1,757,968 $ (172,323 ) (9.80 )% In fiscal year ended September 30, 2024, we are fully focused on our first health line in Asia, the Maca line, which includes Maca Peptide Coffee, Maca-Noni, Maca Purified Powder and Maca Wine.
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On September 30, 2025, the Company filed with the SEC its Quarterly Report on Form 10-Q for the three months ended March 31, 2025.
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All of the products from the Maca Series contain maca green purification factors, which are green purification of maca plants and pure natural products. After that, the contract packaging service of coffee and the sales of pure coffee beans gradually decreased, and the Maca Series products became the core products.
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On October 8, 2025, the Company received a delinquency notification letter from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5620(a) and Nasdaq Listing Rule 5810(c)(2)(G) because the Company did not hold an annual meeting of stockholders within 12 months of the end of the Company’s fiscal year.
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In the fourth quarter of the fiscal year ended September 30, 2024, we focused on the introduction of our first health series in Asia, the Maca Series, which includes Maca Peptide Coffee, Maca-Noni, Maca Purified Powder and Maca Wine.
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The Company subsequently held its Annual Meeting of Stockholders on October 28, 2025. On November 3, 2025, the Company filed with the SEC its Quarterly Report on Form 10-Q for the three months ended June 30, 2025.
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All of the products from the Maca Series contains maca green purification factors, which are green purification of maca plants and pure natural products.
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On December 4, 2025, Nasdaq notified the Company that it had regained compliance with Nasdaq Listing Rule 5250(c)(1), as well as Nasdaq Listing Rules 5550(b)(1) and 5620(a), following a hearing before the Nasdaq Hearings Panel. The Company remains subject to a bid price compliance deadline under Nasdaq Listing Rule 5550(a)(2) and a Mandatory Panel Monitor through November 14, 2026.
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Cost of sales and gross margin Year ended September 30, Change 2024 2023 Dollars % Cost of sales $ 1,898,122 $ 1,968,785 $ (70,663 ) (3.59 )% Gross profit (loss) $ 32,169 $ (210,817 ) $ 242,986 (115.26 )% Gross margin % 1.69 % (10.71 )% For the year ended September 30, 2024, our cost of sales totaled $1,898,122, as compared to cost of sales for the year ended September 30, 2023 of $1,968,785, representing a 3.59% decrease.
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Results of Operations Revenue Fiscal Year ended September 30, Change 2025 2024 Dollars % Products revenues $ 10,231,791 $ 1,930,291 $ 8,301,500 430.06 % Service revenues 65,987 - 65,987 100 % Total revenue 10,297,778 1,930,291 8,367,487 433.48 % For the fiscal year ended September 30, 2025, the Homology of Medicine and Food Series, Computing Power Product Series, and Maca Product Series generated revenues of $6,349,253, $3,804,691, and $144,726, respectively, accounting for 61.65%, 36.94% and 1.41% of the total revenue.
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This is mainly due to the reduction in material and labor costs related to sales. For the year ended September 30, 2024, our total gross profit was $32,169, while the gross profit for the year ended September 30, 2023 was $(210,817). This is also mainly due to the reduction in material and labor costs related to sales.
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Our total revenue was $10,297,778, compared with $1,930,291 for the fiscal year ended September 30, 2024, representing a growth of 433.48%.
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Considering our current cash resources and our current and expected levels of operating expenses for the next twelve months, we expect to need additional capital to fund our planned operations for at least twelve months This evaluation is based on relevant conditions and events that are currently known or reasonably knowable.
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The significant increase in revenue was primarily attributable to the inclusion of revenues from the Homology of Medicine and Food Series and the Computing Power Product Series, which were generated by entities acquired during the fiscal year ended September 30, 2025.
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A reduction in consumer demand for, or revenues from the sale of, our coffee products could further constrain our cash resources. We have based these estimates on assumptions that may prove to be wrong, and our operating projections, including our projected revenues from sales of our coffee products, may change as a result of many factors currently unknown to us.
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