UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 001-39338

CIMG Inc.

(Exact name of registrant as specified in its charter)

Nevada

38-3849791

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Room R2, FTY D, 16/F, Kin Ga Industrial Building,

9 San On Street, Tuen Mun, Hong Kong00000.

(Address of principal executive offices)

+ 852 70106695

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.00001 par value		IMG		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

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

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of September 17, 2025, there were 188,180,751 shares of the registrant’s Common Stock outstanding.

CIMG INC.

INDEX TO FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025

PART I.	FINANCIAL INFORMATION	2
Item 1.	Financial Statements	2
	Consolidated Balance Sheets (unaudited)	2
	Consolidated Statements of Operations (unaudited)	3
	Consolidated Statements of Comprehensive Income (Loss) (unaudited)	4
	Consolidated Statements of Changes in Stockholders’ Equity (unaudited)	5
	Consolidated Statements of Cash Flows (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7
PART II.	OTHER INFORMATION	21
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
	SIGNATURES	23

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q and the documents incorporated by reference contain “forward-looking statements”, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation, statements regarding: proposed new programs; expectations that regulatory developments or other matters will or will not have a material adverse effect on our consolidated financial position, results of operations or liquidity; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operating results and future economic performance; and statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

	●	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.
	●	other factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as applicable.

Forward-looking statements speak only as of the date the statements are made. Except as required under the federal securities laws and rules and regulations of the United States Securities and Exchange Commission, we undertake no obligation to update or revise forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. We caution you not to unduly rely on the forward-looking statements when evaluating the information presented herein.

Item 1. Financial Statements

CIMG Inc.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31,			September 30,
	2025			2024
ASSETS
Current assets:
Cash & cash equivalent	$	2,404		$	464,222
Accounts receivable, net		79,941			-
Inventories, net		12,751,596			4,548,035
Assets Held for Sale-Current		-			10,736
Prepaid expenses and other current assets		184,456			382,648
Total current assets		13,018,397			5,405,641

Non-current assets:
Property and equipment, net		2,468			2,268
Right-of-use asset - operating lease		16,446			99,746
Intangible assets, net		65,000			80,000
Total non-current assets		83,914			182,014

Total assets	$	13,102,311		$	5,587,655

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	1,535,087		$	2,240,337
Short term loan		433,511			1,920,507
Current portion of lease liability - operating lease		14,574			100,962
Convertible Notes		-			1,063,624
Convertible Note-related party		-			319,220
Convertible Note		-			319,220
Other payables-related party		28,500			7,500
Other current liabilities		469,217			586,173
Total current liabilities		2,480,889			6,238,323

Total liabilities	$	2,480,889		$	6,238,323

Stockholders’ equity:
30,197,418 and 4,978,245 shares issued and outstanding as of March 31, 2025 and September 30 2024, respectively		302			50
Additional paid in capital		95,166,878			81,260,605
Subscription receivable		(438,701	)		-
Accumulated deficit		(84,266,527	)		(82,344,722	)
Accumulated other comprehensive income		178,844			433,399
Total shareholders’ equity of the Company		10,640,796			(650,668	)

Non-controlling interests		(19,374	)		-
Total stockholders’ equity		10,621,422			(650,668	)

Total liabilities and stockholders’ equity	$	13,102,311		$	5,587,655

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

CIMG Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended March 31, 2025			Three Months Ended March 31, 2024			Six Months Ended March 31, 2025			Six Months Ended March 31, 2024
Revenues, net	$	-		$	323,406		$	22,853		$	1,289,338
Cost of sales		-			(479,911	)		(7,374	)		(1,321,309	)
Gross profit(loss)		-			(156,505	)		15,479			(31,971	)

Operating expenses		(752,677	)		(1,267,063	)		(2,270,435	)		(3,412,705	)
Loss from operations		(752,677	)		(1,423,568	)		(2,254,956	)		(3,444,676	)

Other income		394,588			29,910			403,635			76,742
Loss from equity method investment		-			(72	)		-			(2,123	)
Other expenses		(7,303	)		(51,033	)		(50,320	)		(100,228	)
Loss on acquisition		(20,164	)		-			(20,164	)		-
Interest expense, net		-			(482	)		-			(1,167	)
Net loss from continuing operations		(385,556	)		(1,445,245	)		(1,921,805	)		(3,471,452	)
Losses caused by the termination of business		-			(208,686	)		-			(331,090	)
Net Loss	$	(385,556	)	$	(1,653,931	)	$	(1,921,805	)		$(3,802,542	)

Basic and diluted loss per common share	$	(0.03	)	$	(1.28	)	$	(0.17	)		$(3.09	)

Basic and diluted weighted average number of common stock outstanding		13,550,345			1,295,445			11,241,414			1,231,485

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

*The discrepancy in financial data as of March 31, 2024 is due to the split of discontinued operations. (Refer to “Note 6. Discontinued operations”)

CIMG Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

	Three Months Ended March 31, 2025			Three Months Ended March 31, 2024
Net loss	$	(385,556	)	$	(1,653,931	)

Foreign currency translation		(62,517	)		8,158
Total other comprehensive income net of tax		(62,517	)		8,158
Comprehensive loss	$	(448,073	)	$	(1,645,773	)

	Six Months Ended March 31, 2025			Six Months Ended March 31, 2024
Net loss	$	(1,921,805	)	$	(3,802,542	)

Foreign currency translation		(254,555	)		50,566
Total other comprehensive income net of tax		(254,555	)		50,566
Comprehensive loss	$	(2,176,360	)	$	(3,751,976	)

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

CIMG Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

	Shares		Amount		capital					deficit			income			interest			Total
	Common Stock				Additional paid-in		Subscription			Accumulated			Accumulated Other Comprehensive			Non-controlling
	Shares		Amount		capital		receivable			deficit			income			interests			Total

Balance September 30, 2024		4,978,245	$	50	$	81,260,605		-		$	(82,344,722	)	$	433,399			-		$	(650,668	)
Common Stock issued for cash		1,396,813		13		1,382,831		-			-			-			-			1,382,844
Common stock compensation		800,000		8		523,672		-			-			-			-			523,680
Issued private placement		3,508,769		35		1,999,965		-			-			-			-			2,000,000
Issued warrants		55,973		1		-		-			-			-			-			1
Other comprehensive loss		-		-		-		-			-			(192,038	)		-			(192,038	)
Net loss		-		-		-		-			(1,536,249	)		-			-			(1,536,249	)

Balance December 31, 2024		10,739,800	$	107	$	85,167,073		-		$	(83,880,971	)	$	241,361			-		$	1,527,570

Common Stock issued for cash		19,457,618		195		9,999,805		(438,701	)		-			-			-			9,561,299
Other comprehensive loss		-		-		-		-			-			(62,517	)		-			(62,517	)
Net loss		-		-		-		-			(385,556	)		-			-			(385,556	)
Non-controlling interests		-		-		-		-			-			-			(19,374	)		(19,374	)
Balance March 31, 2025		30,197,418		302		95,166,878		(438,701	)		(84,266,527	)		178,844			(19,374	)		10,621,422

	Shares		Amount		capital			deficit			income			Total
	Common Stock				Additional paid-in			Accumulated			Accumulated Other Comprehensive
	Shares		Amount		capital			deficit			income			Total

Balance September 30, 2023		748,644	$	8	$	74,925,843	-	$	(73,371,987	)	$	120,493	-	$	1,674,357
Common Stock issued for cash		488,750		5		1,277,113			-			-			1,277,118
Stock option expense		-		-		11,505			-			-			11,505
Issued private placement		46,800		-		129,662			-			-			129,662
Other comprehensive income		-		-		-			-			42,408			42,408
Net loss		-		-		-	-		(2,148,611	)		-	-		(2,148,611	)
Balance December 31, 2023		1,284,194	$	13	$	76,344,123	-	$	(75,520,598	)	$	162,901	-	$	986,439
Balance		1,284,194	$	13	$	76,344,123	-	$	(75,520,598	)	$	162,901	-	$	986,439

Stock option expense		-		-		54,443			-			-			54,443
Issued private placement		14,220		-		29,994			-			-			29,994
Other comprehensive income		-		-		-			-			8,158			8,158
Net loss		-		-		-	-		(1,653,931	)		-	-		(1,653,931	)
Balance March 31, 2024		1,298,414		13		76,428,560	-		(77,174,529	)		171,059	-		(574,897	)
Balance		1,298,414		13		76,428,560	-		(77,174,529	)		171,059	-		(574,897	)

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

CIMG Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended			Six Months Ended
	March 31, 2025			March 31, 2024

Operating activities:
Net loss from continuing operations	$	(1,921,805	)	$	(3,471,452	)
Losses caused by the termination of business		-			(331,090	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		15,444			102,256
Noncash lease expense		83,300

SEC Form 10-Q filed by CIMG Inc.