Blink Charging Co. - Annual Report: 2008 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________________________________________
FORM
10-K
(Mark
One)
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x
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ANNUAL
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
The Year Ended December 31, 2008
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Commission
File No. 333-149784
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NEW
IMAGE CONCEPTS, INC.
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(Exact
name of issuer as specified in its charter)
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Nevada
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2019
Delaware Avenue
Santa
Monica, CA
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90404
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (310)
403-4319
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Securities
registered under Section 12(b) of the Exchange Act:
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None.
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Securities
registered under Section 12(g) of the Exchange Act:
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Common
stock, par value $0.001 per share.
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(Title
of class)
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes o No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No x
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 x No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference Part III of this Form 10-K or
any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
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o
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Accelerated
filer
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o
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Non-accelerated
filer
(Do
not check if a smaller reporting company)
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o
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Smaller
reporting company
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x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o No
x
There is
no public trading market for the Company currently.
As of
March 20, 2009, the registrant had 44,993,565 shares issued and
outstanding.
Documents Incorporated by
Reference:
None.
TABLE
OF CONTENTS
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PART
I
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ITEM
1.
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1
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ITEM
2.
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2
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ITEM
3.
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2
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ITEM
4.
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2
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PART
II
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ITEM
5.
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2
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ITEM
6.
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2
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ITEM
7.
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2
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ITEM
7A.
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5
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ITEM
8.
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F-
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ITEM
9.
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6
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ITEM
9A(T).
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6
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PART
III
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ITEM
10.
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6
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ITEM
11.
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ITEM
12.
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7
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ITEM
13.
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8
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ITEM
14.
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8
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PART
IV
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ITEM
15.
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9
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SIGNATURES
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10
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PART
I
General
The
Company was incorporated in October 2006 in Nevada with the intention of
providing personal consultation services to the general public. The
company intends to commence business activity in the state of California with
the hope of extending its business throughout the United States.
We intend
to appeal to the individuals wanting to engage the services of hip stylish
experts who offer a “make better” approach to grooming, wardrobe, and choices of
entertainment venues, food, wine and décor. We will cater to both male and
female clients. Services will be priced from $2,000 to $20,000. Clients will
have a broad range of choices by deciding which area or areas to emphasize and
to what degree. Our client will complete a brief informational questionnaire and
decide on a budget, we will then enter into a formal agreement and schedule an
initial appointment. Our team of consultants will begin working with the client
sorting through likes and dislikes to develop the perfect solution for a better
and more stylish life.
Our consultants will visit the client in his/her home, introduce one another, get acquainted, review goals and objectives and establish schedules for each phase of the “make better” process. The team will then set about its work shopping for clothing, skin care, decorative items, groceries and event tickets with a mindful eye toward the client’s budget and make-better objectives.
The hands-on work will begin during subsequent visits: cooking lessons, skin care, grooming, and apparel. Clients will be treated to the renovated décor and surprised with event tickets on the final visit by our team.
Our consultants will be “top-drawer” and come with the highest recommendations in the various fields in which they advise clients. Consultants will be hired based on their demonstrated abilities, their likeability, and their pleasant and fun attitude about working with clients and their various challenges. New Image consultants will demonstrate a sense of professionalism, diplomacy and overriding sense of delight in producing happy and satisfied clients. Consultants will receive a salary plus vested options if they remain with the corporation while we establish the business and expand it to other areas.
A change in everyday appearance can inject a whole new sense of energy and confidence into one’s attitude. Image consultants help people make the most of their appearance. They cast their critical eye over how a client stands, walks, dresses and grooms. They advise on anything from collar width, tie pattern and jacket cut, to heel height, lipstick shade and hair color. They take into account everything from skin tone down to ankle width. Image consultants stress that they aren't about showing people how to don the very latest trends, but about showing people how to present themselves to suit their age, shape, size, status and situation. People are judged by first impressions, and the images they portray are part of those first impressions.
We will take the image makeover experience to a whole new level. We will work with clients to not only improve their look, but also improve their self-esteem. Our consultants will take clients on a fast-tract tour of improving physical appearance, etiquette, surroundings, and behavioral and lifestyle choices. Instead of a single generalist, we will do this with a team of food & wine, interior design, personal grooming and culture specialists.
Properties
Our
business office is located at 2019 Delaware Avenue, Santa Monica, CA
90404.
Marketing
We will
maintain a website detailing the services we offer with examples of our work,
and establish an office to respond to questions, mail out informational
brochures and schedule appointments.
Our
corporation will come to be associated with a fun time, great value and overall
wonderful experience that customers will popularize by word of mouth and be
anxious to repeat for themselves. Once the LA market has been established, we
will reach out to other metro areas such as San Francisco, New York, Washington,
D.C., Chicago, Boston, Seattle and others. We will establish offices and hire
consultants to duplicate the success of the LA team. As the popularity of our
program soars, we will forge merchandising agreements with various retail and
service businesses in our metro areas to further promote New Image Concepts and
the establishments that support our business.
-1-
Web
Site
We will
design an interactive web site to encourage potential clients to submit
questions and request informational brochures and schedule
appointments.
ITEM
1A. RISK FACTORS
Not
Applicable.
Our
business office is located at 2019 Delaware Avenue, Santa Monica, CA
90404.
To the
best of our knowledge, there are no known or pending litigation proceedings
against us..
None.
PART
II
Market
Information
Our
common stock has traded on the OTC Bulletin Board system under the symbol “NIMC”
since May 12, 2008. However, to date there has been no trading market for our
Common Stock.
Holders
As of
March 20, 2009 in accordance with our transfer agent records, we had 41 record
holders of our Common Stock.
Dividends
To date,
we have not declared or paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future.
Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.
Stock
Option Grants
To date,
we have not granted any stock options.
Not
applicable.
Except
for the historical information, the following discussion contains
forward-looking statements that are subject to risks and uncertainties, and
which speak only as of the date of this annual report. No one should
place strong or undue reliance on any forward looking statements. The
Company’s actual results or actions may differ materially from these
forward-looking statements for many reasons, including the risks described in
Item 1A and elsewhere in this annual report. This Item should be read
in conjunction with the financial statements and related notes and with the
understanding that the Company’s actual future results may be materially
different from what is currently expected or projected by the
Company.
-2-
Business
Overview
We were
incorporated in October 2006 in Nevada with the intention of providing personal
consultation services to the general public. The company intends to commence
business activity in the state of California with the hope of extending its
business throughout the United States.
We intend
to appeal to the individuals wanting to engage the services of hip stylish
experts who offer a “make better” approach to grooming, wardrobe, and choices of
entertainment venues, food, wine and décor. We will cater to both male and
female clients. Services will be priced from $2,000 to $20,000. Clients will
have a broad range of choices by deciding which area or areas to emphasize and
to what degree. Our client will complete a brief informational questionnaire and
decide on a budget, we will then enter into a formal agreement and schedule an
initial appointment. Our team of consultants will begin working with the client
sorting through likes and dislikes to develop the perfect solution for a better
and more stylish life.
Plan
of Operation
We have
begun operations very limited operations, and we require outside capital to
implement our business model.
1.
We believe we can begin to implement our plan to provide image consulting
services to our clients.
2.
All functions will be coordinated and managed by our founder, including
marketing, finance and operations.
3.
We intend to support these marketing efforts through advertising and the
development of high-quality printed marketing materials. We expect the total
cost of the marketing program to range from $20,000-$40,000.
4.
Within 90-120 days of the initiation of our marketing campaign, we believe that
we will begin to generate business.
If we are
unable to market effectively our premium cigars, we may have to suspend or cease
our efforts. If we cease our previously stated efforts, we do not
have plans to pursue other business opportunities.
Limited
Operating History
We are
incorporated in 2006 and have a limited operating history and have not
previously demonstrated that we will be able to expand our business through
increased investment marketing. Our business is subject to risks inherent in
growing an enterprise with limited capital resources.
Future financing may not be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue expanding our operations. Equity financing will result in a dilution to existing shareholders.
Results of Operations
For the
period from October 3, 2006 (inception), to December 31, 2008 we had $1,630 in
revenue. Expenses for the year ended December 31, 2008 totaled $32,323 resulting
in a loss of $30,693. Expenses of $32,323 for the year consisted of $13,790 for
general and administrative expenses and $18,533 for legal and professional fees.
Expenses for the year ended December 31, 2007 totaled $20,875 resulting in a
loss of $20,875. Expenses of $20,875 for the year consisted of $14,875 for
general and administrative expenses and $6,000 for legal and professional
fees.
Capital
Resources and Liquidity
As of
December 31, 2008 we had $22,775 in cash compared to $27,275 in December 31,
2007.
We
believe we can not satisfy our cash requirements for the next twelve months with
our current cash. If we are unable to satisfy our cash requirements we may be
unable to proceed with our plan of operations. We do not anticipate the purchase
or sale of any significant equipment. We also do not expect any significant
additions to the number of employees. The foregoing represents our best estimate
of our cash needs based on current planning and business conditions. In the
event we are not successful in reaching our initial revenue targets, additional
funds may be required, and we may not be able to proceed with our business plan
for the development and marketing of our core services. Should this occur, we
will suspend or cease operations.
-3-
We
anticipate that depending on market conditions and our plan of operations, we
may incur operating losses in the foreseeable future. Therefore, our auditors
have raised substantial doubt about our ability to continue as a going
concern.
We are
still pursuing this plan but to date we have not been able to raise additional
funds through either debt or equity offerings. Without this additional cash we
have been unable to pursue our plan of operations and commence generating
revenue. We believe that we may not be able to raise the necessary funds to
continue to pursue our business operations. As a result of the foregoing, we
have recently begun to explore our options regarding the development of a new
business plan and direction. We are currently engaged in discussions with a
company regarding the possibility of a reverse triangular merger (the “Merger”)
involving our company. At this stage, no definitive terms have been agreed to,
and neither party is currently bound to proceed with the Merger
Critical
Accounting Policies
The
discussion and analysis of our financial condition and results of operations are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these consolidated financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates based on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
A summary
of significant accounting policies is included in Note 2 to the audited
financial statements for the year ended December 31, 2008. Management believes
that the application of these policies on a consistent basis enables us to
provide useful and reliable financial information about our Company's operating
results and financial condition.
Recently Issued Accounting
Pronouncements
In June
2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC
Release No. 33-8934 on June 26, 2008. Commencing with its annual report for the
fiscal year ending December 31, 2009, the Company will be required to include a
report of management on its internal control over financial reporting. The
internal control report must include a statement
|
of
management’s responsibility for establishing and maintaining adequate
internal control over its financial
reporting;
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of
management’s assessment of the effectiveness of its internal control over
financial reporting as of year end;
and
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of
the framework used by management to evaluate the effectiveness of the
Company’s internal control over financial
reporting.
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Furthermore,
in the following fiscal year, it is required to file the auditor’s attestation
report separately on the Company’s internal control over financial reporting on
whether it believes that the Company has maintained, in all material respects,
effective internal control over financial reporting.
In
December 2007, the FASB issued FASB Statement No. 141 (Revised 2007) “Business Combinations”
(“SFAS No. 141(R)”), which requires the Company to record fair value estimates
of contingent consideration and certain other potential liabilities during the
original purchase price allocation, expense acquisition costs as incurred and
does not permit certain restructuring activities previously allowed under
Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of
purchase accounting. SFAS No. 141(R) applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008, except
for the presentation and disclosure requirements, which shall be applied
retrospectively for all periods presented. The Company will adopt this standard
at the beginning of the Company’s year ending December 31, 2008 for all
prospective business acquisitions. The Company has not determined the effect
that the adoption of SFAS No. 141(R) will have on the financial results of the
Company.
-4-
In
December 2007, the FASB issued FASB Statement No. 160 “Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS
No. 160”), which causes noncontrolling interests in subsidiaries to be included
in the equity section of the balance sheet. SFAS No. 160 applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008, except for the presentation and disclosure requirements,
which shall be applied retrospectively for all periods presented. The
Company will adopt this standard at the beginning of the Company’s year ending
December 31, 2008 for all prospective business acquisitions. The
Company has not determined the effect that the adoption of SFAS No. 160 will
have on the financial results of the Company.
In March
2008, the FASB issued FASB Statement No. 161 “Disclosures about Derivative
Instruments and Hedging Activities an amendment of FASB Statement No.
133” (“SFAS No. 161”), which changes the disclosure requirements for
derivative instruments and hedging activities. Pursuant to SFAS
No.161, Entities are required to provide enhanced disclosures about (a) how and
why an entity uses derivative instruments, (b) how derivative instruments and
related hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash
flows. SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008 with early
application encouraged. SFAS No. 161 encourages but does not require disclosures
for earlier periods presented for comparative purposes at initial
adoption. In years after initial adoption, this Statement requires
comparative disclosures only for periods subsequent to initial
adoption. The Company does not expect the adoption of SFAS No. 161 to
have a material impact on the financial results of the Company.
Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.
Foreign
Currency Exchange Rate Risk
The
Company procures products from domestic sources with operations located
overseas. As such, its financial results could be indirectly affected by
the weakening of the dollar. If that were to occur, and if it were
material enough in movement, the financial results of the Company could be
affected, but not immediately because the Company has entered into contracts
with these vendors which establish product pricing levels for up to one year.
Management believes these contracts provide a sufficient amount of time to
mitigate the risk of changes in exchange rates.
Off-Balance Sheet
Arrangements
We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).
Not
applicable because we are a smaller reporting company.
-5-
NEW
IMAGE CONCEPTS, INC.
(A
DEVELOPMENT STAGE COMPANY)
December
31, 2008 and 2007
INDEX
TO FINANCIAL STATEMENTS
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Contents
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Pages
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Report of Independent Registered Accounting
Firm
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F-1
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Balance Sheets
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F-2
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Statements of Operations
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F-3
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Statement of Stockholders’ Equity
(Deficit)
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F-4
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Statements of Cash Flows
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F-5
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Notes to the Financial Statements
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F-6
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REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders of
New Image
Concepts, Inc.
Santa
Monica, California
We have
audited the accompanying balance sheets of New Image Concepts, Inc. (a
development stage company) as of December 31, 2008 and 2007 and the related
statements of operations, stockholders’ equity (deficit) and cash flows for the
years then ended, and for the period from October 3, 2006 (inception) through
December 31, 2008. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of New Image Concepts, Inc. as of
December 31, 2008 and 2007 and the results of its operations and its cash flows
for the years then ended, and for the period from October 3, 2006 (inception)
through December 31, 2008 in conformity with accounting principles generally
accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that New Image
Concepts, Inc. will continue as a going concern. As discussed in Note 3 to
the financial statements, the Company has limited financial resources, has
limited revenue and an accumulated deficit all of which raise substantial doubt
about the Company’s ability to continue as a going concern. Management's plans
in regards to these matters are also described in Note 3. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Li & Company,
PC
Li &
Company, PC
Skillman,
New Jersey
March 18,
2009
F-1
NEW
IMAGE CONCEPTS, INC.
(A
Development Stage Company)
Balance
Sheets
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ASSETS
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||||||||
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December 31,
2008
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December
31,
2007
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|||||||
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Current
Assets:
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||||||||
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Cash
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$ | 22,775 | $ | 27,275 | ||||
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Total
Current Assets
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22,775 | 27,275 | ||||||
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TOTAL
ASSETS
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$ | 22,775 | $ | 27,275 | ||||
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LIABILITIES
AND STOCKHOLDERS' EQUITY
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||||||||
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Current
Liabilities:
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||||||||
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Accrued
expenses
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$ | 12,075 | $ | 8,625 | ||||
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Total
Current Liabilities
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12,075 | 8,625 | ||||||
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Stockholders'
Equity:
|
||||||||
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Common
stock: $0.001 par value; authorized 500,000,000 shares; 44,993,565 and
43,629,000 shares issued and outstanding, respectively
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44,994 | 43,629 | ||||||
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Additional
paid-in capital
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19,024 | (2,354 | ) | |||||
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Deficit
accumulated during the development stage
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(53,318 | ) | (22,625 | ) | ||||
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Total
Stockholders’ Equity
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10,700 | 18,650 | ||||||
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TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
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$ | 22,775 | $ | 27,275 | ||||
See
accompanying notes to financial statements.
F-2
NEW
IMAGE CONCEPTS, INC.
(A
Development Stage Company)
Statements
of Operations
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For
the Year Ended December 31,
2008
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For
the Year Ended December 31,
2007
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For
the period from October 3, 2006 (Inception) through December
31,
2008
|
||||||||||
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Revenue
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$ | 1,630 | $ | - | $ | 1,630 | ||||||
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Operating
expenses
|
||||||||||||
|
Legal
and professional fees
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18,533 | 6,000 | 24,533 | |||||||||
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General
and administrative
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13,790 | 14,875 | 30,415 | |||||||||
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Total
operating expenses
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32,323 | 20,875 | 54,948 | |||||||||
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Net
loss
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$ | (30,693 | ) | $ | (20,875 | ) | $ | (53,318 | ) | |||
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Net
loss per common share - basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
|
Weighted
average number of common shares outstanding
|
33,137,787 | 30,584,499 | 34,247,122 | |||||||||
See
accompanying notes to financial statements.
F-3
NEW
IMAGE CONCEPTS, INC.
(A
Development Stage Company)
Statement
of Stockholders’ Equity (Deficit)
For the
Period from October 3, 2006 (Inception) through December 31, 2008
|
Common
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Deficit
Accumulated During the Development Stage
|
Total
Stockholders’ Equity (Deficit)
|
||||||||||||||||
|
October
3, 2006 (Inception)
|
3,000,000 | $ | 3,000 | $ | (2,000 | ) | $ | - | $ | 1,000 | ||||||||||
|
Net
loss
|
(1,750 | ) | (1,750 | ) | ||||||||||||||||
|
Balance,
December 31, 2006
|
3,000,000 | 3,000 | (2,000 | ) | (1,750 | ) | (750 | ) | ||||||||||||
|
Contribution
to capital
|
125 | 125 | ||||||||||||||||||
|
Shares
issued for compensation in April 2007 at $0.00033 per
share
|
39,000,000 | 39,000 | (26,000 | ) | 13,000 | |||||||||||||||
|
Shares
issued for cash from September 12 through November 13, 2007 at $0.00167
per share
|
1,629,000 | 1,629 | 25,521 | 27,150 | ||||||||||||||||
|
Net
loss
|
(20,875 | ) | (20,875 | ) | ||||||||||||||||
|
Balance,
December 31, 2007
|
43,629,000 | 43,629 | (2,354 | ) | (22,625 | ) | 18,650 | |||||||||||||
|
Shares
issued for cash from January 10, 2008 through March 19, 2008 at $0.00167
per share
|
1,364,565 | 1,365 | 21,378 | 22,743 | ||||||||||||||||
|
Net
loss
|
(30,693 | ) | (30,693 | ) | ||||||||||||||||
|
Balance,
December 31, 2008
|
44,993,565 | $ | 44,994 | $ | 19,024 | $ | (53,318 | ) | $ | 10,700 | ||||||||||
See
accompanying notes to financial statements.
F-4
NEW
IMAGE CONCEPTS, INC.
(A
Development Stage Company)
Statements
of Cash Flows
|
For
Year Ended December 31, 2008
|
For
Year Ended December 31, 2007
|
For
the period from October 3, 2006 (Inception) through December
31,
2008
|
||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net
loss
|
$ | (30,693 | ) | $ | (20,875 | ) | $ | (53,318 | ) | |||
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
|
Shares
issued for compensation
|
- | 13,000 | 14,000 | |||||||||
|
Increase
in accrued expenses
|
3,450 | 7,875 | 12,075 | |||||||||
|
Net
Cash Used in Operating Activities
|
(27,243 | ) | - | (27,243 | ) | |||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
|
Sale
of common stock
|
22,743 | 27,150 | 49,893 | |||||||||
|
Capital
contribution
|
- | 125 | 125 | |||||||||
|
Net
Cash Provided By Financing Activities
|
22,743 | 27,275 | 50,018 | |||||||||
|
NET
CHANGE IN CASH
|
(4,500 | ) | 27,275 | 22,775 | ||||||||
|
CASH
AT BEGINNING OF PERIOD
|
27,275 | - | - | |||||||||
|
CASH
AT END OF PERIOD
|
$ | 22,775 | $ | 27,275 | $ | 22,775 | ||||||
See
accompanying notes to financial statements.
F-5
NEW
IMAGE CONCEPTS, INC.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
December
31, 2008 and 2007
NOTE 1 -
ORGANIZATION
New Image
Concepts, Inc. (“NIC” or the “Company”), a development stage company,
was incorporated on October 3, 2006 under the laws of the State of Nevada.
Initial operations have included organization and incorporation, target market
identification, marketing plans, and capital formation. A substantial portion of
the Company’s activities has involved developing a business plan and
establishing contacts and visibility in the marketplace. The Company has
generated minimal revenues since inception. The Company plans to provide
personal consultation services to the general public.
NOTE 2 –
SUMMARY OF ACCONTING POLICIES
Basis of
presentation
The
Company’s financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America (“U.S.
GAAP”).
Development Stage
Company
The
Company is a development stage company as defined by Statement of Financial
Accounting Standards No. 7“Accountingand Reporting by
Development Stage Enterprises” (“SFAS No. 7”). The Company has
recognized no revenue, is still devoting substantially all of its efforts on
establishing the business and its planned principal operations have not
commenced. All losses accumulated since inception, have been considered as part
of the Company’s development stage activities.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported amount of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
Cash
Equivalents
The
Company considers all highly liquid investments with maturities of three months
or less at the time of purchase to be cash equivalents.
F-6
Fair Value of Financial
Instruments
The fair
value of a financial instrument is the amount at which the instrument could be
exchanged in a current transaction between willing parties. The carrying
amounts of financial assets and liabilities, such as cash and accrued
expenses, approximate their fair values because of the short maturity of these
instruments.
Revenue
Recognition
The
Company’s revenues are derived principally from classroom instruction in driving
a Formula One vehicle and other ancillary services to the general public. The
Company follows the guidance of the Securities and Exchange Commission’s Staff
Accounting Bulletin 104 (“SAB No. 104”) for revenue recognition. The Company
recognizes revenue when it is realized or realizable and earned less estimated
future doubtful accounts. The Company considers revenue realized or realizable
and earned when it has persuasive evidence of an arrangement that the services
have been rendered to the customer, the sales price is fixed or determinable,
and collectability is reasonably assured.
Net loss per common
share
Net loss
per common share is computed pursuant to Statement of Financial Accounting
Standards No. 128. "Earnings per Share" ("SFAS No. 128"). Basic net
loss per common share is computed by dividing net loss by the weighted average
number of shares of common stock outstanding during the period. Diluted net loss
per common share is computed by dividing net loss by the weighted average number
of shares of common stock and potentially outstanding shares of common stock
during each period. There were no potentially dilutive shares outstanding as of
December 31, 2008 or 2007.
Recently Issued Accounting
Pronouncements
In June
2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC
Release No. 33-8934 on June 26, 2008. Commencing with its annual report for the
fiscal year ending December 31, 2009, the Company will be required to include a
report of management on its internal control over financial reporting. The
internal control report must include a statement
|
·
|
of
management’s responsibility for establishing and maintaining adequate
internal control over its financial
reporting;
|
|
·
|
of
management’s assessment of the effectiveness of its internal control over
financial reporting as of year end;
and
|
|
·
|
of
the framework used by management to evaluate the effectiveness of the
Company’s internal control over financial
reporting.
|
F-7
Furthermore,
in the following fiscal year, it is required to file the auditor’s attestation
report separately on the Company’s internal control over financial reporting on
whether it believes that the Company has maintained, in all material respects,
effective internal control over financial reporting.
In
December 2007, the FASB issued FASB Statement No. 141 (Revised 2007) “Business Combinations”
(“SFAS No. 141(R)”), which requires the Company to record fair value estimates
of contingent consideration and certain other potential liabilities during the
original purchase price allocation, expense acquisition costs as incurred and
does not permit certain restructuring activities previously allowed under
Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of
purchase accounting. SFAS No. 141(R) applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008, except for the presentation and disclosure requirements, which shall
be applied retrospectively for all periods presented. The Company has not
determined the effect that the adoption of SFAS No. 141(R) will have on the
financial results of the Company.
In
December 2007, the FASB issued FASB Statement No. 160 “Non-controlling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS
No. 160”), which causes non-controlling interests in subsidiaries to be included
in the equity section of the balance sheet. SFAS No. 160 applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008, except for the presentation and disclosure requirements,
which shall be applied retrospectively for all periods presented. The
Company has not determined the effect that the adoption of SFAS No. 160 will
have on the financial results of the Company.
In March
2008, the FASB issued FASB Statement No. 161 “Disclosures about Derivative
Instruments and Hedging Activities an amendment of FASB Statement No.
133” (“SFAS No. 161”), which changes the disclosure requirements for
derivative instruments and hedging activities. Pursuant to SFAS
No.161, Entities are required to provide enhanced disclosures about (a) how and
why an entity uses derivative instruments, (b) how derivative instruments and
related hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash
flows. SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008 with early
application encouraged. SFAS No. 161 encourages but does not require disclosures
for earlier periods presented for comparative purposes at initial
adoption. In years after initial adoption, this Statement requires
comparative disclosures only for periods subsequent to initial
adoption. The Company does not expect the adoption of SFAS No. 161 to
have a material impact on the financial results of the Company.
F-8
Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.
NOTE 3 –
GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates continuity of operations,
realization of assets, and liquidation of liabilities in the normal course of
business. As reflected in the accompanying financial statements, the
Company had a deficit accumulated during the development stage of $53,318, a net
loss and net cash used in operations of $30,693 and $27,243 for the year ended
December 31, 2008, respectively. These conditions raise substantial doubt about
its ability to continue as a going concern.
While the
Company is attempting to produce sufficient sales, the Company’s cash position
may not be sufficient to support the Company’s daily operations. While the
Company believes in the viability of its strategy to produce sales volume and in
its ability to raise additional funds, there can be no assurances to that
effect. The ability of the Company to continue as a going concern is dependent
upon the Company’s ability to further implement its business plan and generate
sufficient revenues. The financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.
Management believes that the actions presently being taken to further implement
its business plan and generate revenues provide the opportunity for the Company
to continue as a going concern.
The
financial statements do not include any adjustments related to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue in existence.
NOTE 4 -
STOCKHOLDERS’ EQUITY
Common
stock
On May
13, 2008, the sole director of the Company authorized a 3 for 1 forward stock
split. All share and per share data in the financial statements and related
notes have been restated to give retroactive effect to the forward stock
split.
For the
period from January 2008 through September 30, 2008, the Company sold 1,364,565
shares of its common stock in a private placement at $0.00167 per share to
fifteen (15) individuals for a total of $22,743.
F-9
NOTE 5 –
INCOME TAXES
Deferred tax
assets
At
December 31, 2008, the Company had net operating loss (“NOL”) carry–forwards for
Federal income tax purposes of $53,318 that may be offset against future taxable
income through 2028. No tax benefit has been reported with respect to
these net operating loss carry-forwards in the accompanying financial statements
because the Company believes that the realization of the Company’s net deferred
tax assets of approximately $18,128 was not considered more likely than not and
accordingly, the potential tax benefits of the net loss carry-forwards are fully
offset by a valuation allowance of $18,128.
Deferred
tax assets consist primarily of the tax effect of NOL
carry-forwards. The Company has provided a full valuation allowance
on the deferred tax assets because of the uncertainty regarding its
realizability. The valuation allowance increased approximately
$10,435 and $7,098 for the year ended December 31, 2008 and 2007,
respectively.
Components
of deferred tax assets at December 31, 2008 and 2007 are as
follows:
|
December
31, 2008
|
December
31, 2007
|
|||||||
|
Net
deferred tax assets – Non-current:
|
||||||||
|
Expected
income tax benefit from NOL carry-forwards
|
$
|
18,128
|
7,693
|
|||||
|
Less
valuation allowance
|
(18,128
|
)
|
(7,693
|
)
|
||||
|
Deferred
tax assets, net of valuation allowance
|
$
|
-
|
$
|
-
|
||||
Income taxes in the
statements of operations
A
reconciliation of the federal statutory income tax rate and the effective income
tax rate as a percentage of income before income taxes is as
follows:
|
For
the
Year
Ended
December
31,
2008
|
For
the
Year
Ended
December
31,
2007
|
|||||||
|
Federal
statutory income tax rate
|
34.0
|
%
|
34.0
|
%
|
||||
|
Change
in valuation allowance on net operating loss
carry-forwards
|
(34.0
|
)%
|
(34.0
|
)%
|
||||
NOTE 6 –
CONCENTRATIONS AND CREDIT RISK
One
customer accounted for 100.0% of total sales for the year ended December 31,
2008.
NOTE 7 –
COMMITMENTS AND CONTINGENCIES
Employment
agreement
On March
13, 2008 the Company entered into an employment agreement (“Employment
Agreement”) with its majority stockholder and sole director and officer
(“Employee”) for a term of three years from the date of signing. The
Employee is to be paid a minimum of $500 per month and paid periodically not
less than monthly. Either the Company or the Employee can terminate
the Employment Agreement without cause upon thirty (30) days’ notice to the
other party.
F-10
Our
accountant is Li & Company, PC Independent Registered Public Accounting
Firm. We do not presently intend to change accountants. At no time have there
been any disagreements with such accountants regarding any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
Evaluation
of Disclosure Controls and Procedures
Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CFO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CFO, as appropriate, to allow timely decisions regarding required
disclosure.
Management's
Annual Report on Internal Control Over Financial Reporting.
The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting for the Company. Our internal
control system was designed to, in general, provide reasonable assurance to the
Company’s management and board regarding the preparation and fair presentation
of published financial statements, but because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008. The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of December 31, 2008, the Company’s internal control over financial reporting was effective for the purposes for which it is intended.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.
Changes
in Internal Control over Financial Reporting
No change
in our system of internal control over financial reporting occurred during the
period covered by this report, fourth quarter of the fiscal year ended December
31, 2008 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
PART
III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT
Our sole
executive officer and director and his respective age as of March 20, 2009 are
as follows:
|
NAME
|
AGE
|
POSITION
|
|
Belen
Flores
|
42
|
Founder,
Chairman, CEO and
Director
|
Set forth
below is a brief description of the background and business experience of our
sole executive officer and director for the past five years.
-6-
Belen
Flores has a B.S. Degree in Agricultural Sciences. During 2006, Ms.
Flores worked as an office manager for Salem Partners, LLC, an investment firm
in Los Angeles, California. In such capacity she maintained company files and
assisted office staff in preparing letters, memorandums and charts during 2005
and 2006 prior to working with Salem Partners LLC, Ms. Flores also worked as an
office manager with Action Income Tax in Santa Monica, California in similar
capacities. In 2005 she was a legal assistant at the law offices of V. Allan
Khoshbin in Los Angeles, California where she handled firm correspondence,
interviewed clients, managed communication with clients and insurance adjusters
and prepared representation letters. She received her Bachelor of Science in
Agricultural Science from Don Mariano Marco Memorial State University in
1986.
Term
of Office
Our sole
director was appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our sole officer was appointed by our board of directors and
holds office until removed by the board
Current
Issues and Future Management Expectations
No board
audit committee has been formed as of the filing of this Annual
Report.
Compliance
With Section 16(A) Of The Exchange Act.
Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended December 31,
2008.
Code
of Ethics
We do not
have a code of ethics for our officers currently.
The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officer during the years ended
December 31, 2008, and 2007 in all capacities for the accounts of our executive,
including the Chief Executive Officer (CEO) and Chief Financial Officer
(CFO):
SUMMARY
COMPENSATION TABLE
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Non-Qualified
Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Totals
($)
|
||||||||||||
|
Belen
Flores, Founder, Chairman,
|
2008
|
$
|
5,000
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
5,000
|
||||||||||
| CEO, and CFO |
2007
|
$
|
0
|
0
|
$
|
13,000
|
0
|
0
|
0
|
0
|
$
|
13,000
|
|||||||||
Option Grants
Table. There were
no individual grants of stock options to purchase our common stock made to the
executive officer named in the Summary Compensation Table through March 20,
2009.
Aggregated
Option Exercises and Fiscal Year-End Option Value Table. There were no stock options
exercised during period ending March 20, 2009 by the executive officer named in
the Summary Compensation Table.
Long-Term Incentive Plan
(“LTIP”) Awards Table.
There were no awards made to a named executive officer in the last
completed fiscal year under any LTIP
Compensation of
Directors
Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.
-7-
Employment
Agreements
Other
than the employment agreement disclosed below, we currently do not have any
employment agreements in place with our officers or directors.
On March
13, 2008, we entered into an employment agreement with Belen Flores whereby Ms.
Flores, as our President, Chief Executive Officer and Chief Financial Officer,
will be paid a minimum of $500 per month for a three-year term.
ITEM 12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common stock as of March 20,
2009 and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly.
|
Title
of Class
|
Name
and Address
of
Beneficial Owner
|
Amount
and Nature
of
Beneficial Owner
|
Percent
of
Class
(1)
|
|
Common
Stock
|
Belen
Flores
2019
Delaware Avenue
Santa
Monica, CA 90404
|
42,000,000
|
93.35%
|
|
Common
Stock
|
All
executive officers and directors as a group
|
42,000,000
|
93.35%
|
Stock Option
Grants
We have
not granted any stock options to our executive officer since our
incorporation.
ITEM
13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTION, AND DIRECTOR INDEPENDENCE
In
October, 2006, we issued 1,000,000 shares of common stock to Belen Flores as
compensation for incorporation pursuant to the exemption from registration set
forth in section 4(2) of the Securities Act of 1933. In April 2007, we
issued 13,000,000 shares of common stock to Belen Flores as compensation for
services rendered pursuant to the exemption from registration set forth in
section 4(2) of the Securities Act of 1933.
Audit
Fees
For the
Company’s fiscal years ended December 31, 2008 and 2007, we were billed
approximately $9,000 and $6,000 for professional services rendered for the
audit and review of our financial statements.
Audit Related
Fees
There
were no fees for audit related services for the years ended December 31, 2008
and 2007.
Tax Fees
For the
Company’s fiscal years ended December 31, 2008 and 2007, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.
All Other
Fees
The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended December 31, 2008 and
2007.
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our auditor is engaged by us to render any auditing or permitted
non-audit related service, the engagement be:
-approved
by our audit committee; or
-8-
-entered
into pursuant to pre-approval policies and procedures established by the audit
committee, provided the policies and procedures are detailed as to the
particular service, the audit committee is informed of each service, and such
policies and procedures do not include delegation of the audit committee's
responsibilities to management.
We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors.
The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees were pre-approved. However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.
PART
IV
ITEM 15. EXHIBITS,
FINANCIAL STATEMENT SCHEDULES.
a)
Documents filed as part of this Annual Report
1.
Consolidated Financial Statements
2.
Financial Statement Schedules
3.
Exhibits
| 14.1 | Code of Ethics |
|
31.1
|
Rule
13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief
Financial Officer
|
|
32.1
|
Section
1350 Certification of Chief Executive Officer and Chief Financial
Officer
|
-9-
SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Annual Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated:
March 20, 2009
By /s/ Belen
Flores
Belen
Flores,
Chairman
of the Board of Directors,
Chief
Executive Officer,
Chief
Financial Officer, Controller,
Principal
Accounting Officer
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
|
Signature
|
Title
|
Date
|
||
|
/s/
Belen Flores
|
Chairman
of the Board of Directors,
|
March
20, 2009
|
||
|
Belen
Flores
|
Chief
Executive Officer,
Chief
Financial Officer, Controller,
Principal
Accounting Officer
|
|||
-10-