Blink Charging Co. - Quarter Report: 2009 September (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________
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x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended September 30, 2009
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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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For the transition period from
______ to ______.
NEW
IMAGE CONCEPTS, Inc.
(Exact
name of registrant as specified in Charter
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Nevada
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33-1155965
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|||
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification No.)
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2019
Delaware Avenue
Santa
Monica, CA 90404
(Address
of Principal Executive Offices)
_______________
(310)
403-4319
(Issuer
Telephone number)
_______________
(Former
Name or Former Address if Changed Since Last Report)
Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer 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 whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company
filer. See definition of “accelerated filer” and “large accelerated
filer” in Rule 12b-2 of the Exchange Act (Check one):
Large
Accelerated Filer o Accelerated
Filer o Non-Accelerated
Filer o Smaller
Reporting Company x
Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes x No o
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of November 3, 2009: 296,957,549 shares of common stock.
NEW
IMAGE CONCEPTS, INC.
FORM
10-Q
September
30, 2009
INDEX
PART
I-- FINANCIAL INFORMATION
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Item
1.
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Financial
Statements
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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|
Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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Item
4T.
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Control
and Procedures
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PART
II-- OTHER INFORMATION
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Item
1.
|
Legal
Proceedings
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Item
1A.
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Risk
Factors
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|
Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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|
Item
3.
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Defaults
Upon Senior Securities
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|
Item
4.
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Submission
of Matters to a Vote of Security Holders
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|
Item
5.
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Other
Information
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|
Item
6.
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Exhibits
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SIGNATURE
ITEM
1. Financial Information
NEW IMAGE
CONCEPTS, INC.
(A
development stage company)
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FINANCIAL
STATEMENTS
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Page
#
|
|
Balance
Sheets as of September 30, 2009 (Unaudited) and December 31,
2008
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F-1
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|
Statements
of Operations for the Three Months Ended September 30, 2009 and 2008
(Unaudited)
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F-2
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Statements
of Operations for the Nine Months Ended September 30, 2009 and 2008, and
the Period from October 3, 2006 (Inception) through September
30, 2009 (Unaudited)
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F-3
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|
Statement
of Stockholders Equity (Deficit) from October 3, 2006
(Inception) through September 30, 2009 (Unaudited)
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F-4
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Statements
of Cash Flows for the Nine Months Ended September 30, 2009 and 2008, and
the Period from October 3, 2006 (Inception) through September
30, 2009 (Unaudited)
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F-5
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|
Notes
to the Financial Statements (Unaudited)
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F-6
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F-
NEW IMAGE COCEPTS,
INC.
(A
development stage company)
Balance
Sheets
|
September
30,
2009
(Unaudited)
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December 31,
2008
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|||||||
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ASSETS
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||||||||
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Current
Assets:
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||||||||
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Cash
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$ | 12,038 | $ | 22,775 | ||||
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Total
Current Assets
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12,038 | 22,775 | ||||||
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TOTAL
ASSETS
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$ | 12,038 | $ | 22,775 | ||||
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LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
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Current
Liabilities:
|
||||||||
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Accrued
expenses
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$ | 17,775 | $ | 12,075 | ||||
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Total
Current Liabilities
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17,775 | 12,075 | ||||||
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Stockholders'
Equity (Deficit):
|
||||||||
|
Common stock: $0.001 par value; authorized 500,000,000 shares; 296,957,549
shares issued and outstanding
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296,958 | 296,958 | ||||||
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Additional
paid-in capital
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(232,940 | ) | (232,940 | ) | ||||
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Deficit
accumulated during the development stage
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(69,755 | ) | (53,318 | ) | ||||
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Total
Stockholders’ Equity (Deficit)
|
(5,737 | ) | 10,700 | |||||
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TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
$ | 12,038 | $ | 22,775 | ||||
See
accompanying notes to the financial statements.
F-1
NEW IMAGE CONCEPTS,
INC.
(A
development stage company)
Statements
of Operations
(Unaudited)
|
For
the Three Months Ended September 30,
2009
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For
the Three Months Ended September 30,
2008
|
|||||||
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Revenue
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$ | - | $ | - | ||||
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Operating
Expenses
|
||||||||
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Professional
fees
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6,850 | 2,200 | ||||||
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Compensation
|
1,500 | 2,000 | ||||||
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General
and administrative
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365 | 1,841 | ||||||
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Total
Operating Expenses
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8,715 | 6,041 | ||||||
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Net
loss
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(8,715 | ) | (6,041 | ) | ||||
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Net loss per common share - basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | ||
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Weighted average number of common shares outstanding – basic and
diluted
|
296,957,549 | 296,957,549 | ||||||
See
accompanying notes to financial statements.
F-2
NEW IMAGE CONCEPTS,
INC.
(A
development stage company)
Statements
of Operations
(Unaudited)
|
For
the Nine Months Ended September 30,
2009
|
For
the Nine Months Ended September 30,
2008
|
For
the period from October 3, 2006 (Inception) through September
30,
2009
|
||||||||||
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Revenue
|
$ | - | $ | 1,630 | $ | 1,630 | ||||||
|
Operating
expenses
|
||||||||||||
|
Legal
and professional fees
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9,700 | 12,533 | 34,233 | |||||||||
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Compensation
|
4,500 | 3,500 | 9,500 | |||||||||
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General
and administrative
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2,237 | 8,203 | 27,652 | |||||||||
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Total
operating expenses
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16,437 | 24,236 | 71,385 | |||||||||
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Net
loss
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(16,437 | ) | (22,606 | ) | (69,755 | ) | ||||||
|
Net loss per common share - basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
| Weighted average number of common shares outstanding – basic and diluted | 296,957,529 | 295,941,856 | 245,456,395 | |||||||||
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 September 30, 2009
(Unaudited)
|
Common
Shares
|
Amount
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Additional
Paid-in
Capital
|
Deficit
Accumulated During the Development Stage
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Total
Stockholder’ Equity (Deficit)
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|||||||||||
|
October
3, 2006 (Inception)
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19,800,000 | $ | 19,800 | $ | (18,800 | ) | $ | - | $ | 1,000 | |||||
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Net
loss
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(1,750 | ) | (1,750 | ) | |||||||||||
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Balance,
December 31, 2006
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19,800,000 | 19,800 | (18,800 | ) | (1,750 | ) | (750 | ) | |||||||
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Contribution
to capital
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125 | 125 | |||||||||||||
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Shares
issued for compensation in April 2007 at $0.000051 per
share
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257,400,000 | 257,400 | (244,400 | ) | 13,000 | ||||||||||
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Shares
issued for cash from September 12 through November 13, 2007 at $0.00253
per share
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10,751,400 | 10,752 | 16,398 | 27,150 | |||||||||||
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Net
loss
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(20,875 | ) | (20,875 | ) | |||||||||||
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Balance,
December 31, 2007
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287,951,400 | 287,952 | (246,677 | ) | (22,625 | ) | 18,650 | ||||||||
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Shares
issued for cash from January 10, 2008 through March 19, 2008 at $0. 00253
per share
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9,006,149 | 9,006 | 13,737 | 22,743 | |||||||||||
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Net
loss
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(30,693 | ) | (30,693 | ) | |||||||||||
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Balance,
December 31, 2008
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296,957,549 | 296,958 | (232,940 | ) | (53,318 | ) | 10,700 | ||||||||
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Net
loss
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(16,437 | ) | (16,437 | ) | |||||||||||
|
Balance,
September 30, 2009
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296,957,549 | $ | 296,958 | $ | (232,940 | ) | $ | (69,755 | ) | $ | (5,737 | ) | |||
See
accompanying notes to financial statements.
F-4
NEW IMAGE CONCEPTS,
INC.
(A
development stage company)
Statements
of Cash Flows
(Unaudited)
|
For
Nine Months Ended September 30, 2009
|
For
Nine Months Ended September 30, 2008
|
For
the period from October 3, 2006 (Inception) through September 30,
2009
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||||||||||
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CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
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Net
loss
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$ | (16,437 | ) | $ | (22,606 | ) | $ | (69,755 | ) | |||
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Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
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Shares
issued for compensation
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- | - | 14,000 | |||||||||
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Increase
in accrued expenses
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5,700 | 450 | 17,775 | |||||||||
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Net
Cash Used in Operating Activities
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(10,737 | ) | (22,156 | ) | (37,980 | ) | ||||||
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CASH
FLOWS FROM FINANCING ACTIVITIES
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||||||||||||
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Sale
of common stock
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- | 22,743 | 49,893 | |||||||||
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Capital
contribution
|
- | - | 125 | |||||||||
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Net
Cash Provided By Financing Activities
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- | 22,743 | 50,018 | |||||||||
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NET
CHANGE IN CASH
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(10,737 | ) | 587 | 12,038 | ||||||||
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CASH
AT BEGINNING OF PERIOD
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22,775 | 27,275 | - | |||||||||
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CASH
AT END OF PERIOD
|
$ | 12,038 | $ | 27,862 | $ | 12,038 | ||||||
See
accompanying notes to financial statements.
F-5
NEW
IMAGE CONCEPTS, INC.
(A
development stage company)
September
30, 2009 and 2008
NOTES TO
THE FINANCIAL STATEMENTS
(UNAUDITED)
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. Although the Company has recognized some nominal amount of
revenue since inception, the Company is still devoting substantially all of its
efforts on developing a business plan and establishing contacts and visibility
in the marketplace. The Company plans to provide personal
consultation services to the general public.
NOTE 2 –
SUMMARY OF ACCONTING POLICIES
Basis of
Presentation
The
accompanying interim financial statements for the three and nine months ended
September 30, 2009, 2008, and the period from October 3, 2006 (Inception)
through September 30, 2009 are unaudited and have been prepared in accordance
with accounting principles generally accepted in the United States of America
(“U.S. GAAP”) for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by U.S. GAAP for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. The results of operations realized during an interim period are not
necessarily indicative of results to be expected for a full year. These
financial statements should be read in conjunction with the information filed on
Form 10-K on March 23, 2009.
Development Stage
Company
The
Company is a development stage company. Although the Company has
recognized some nominal amount of revenue since inception, the Company 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 generally accepted accounting principles 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 and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
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
Company follows paragraph 825-10-50-10 of the FASB Accounting Standards
Codification for disclosures about fair value of its financial instruments and
paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph
820-10-35-37”) to measure the fair value of its financial instruments. Paragraph
820-10-35-37 establishes a framework for measuring fair value in accounting
principles generally accepted in the United States of America (U.S. GAAP), and
expands disclosures about fair value measurements. To increase
consistency and comparability in fair value measurements and related
disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which
prioritizes the inputs to valuation techniques used to measure fair value into
three (3) broad levels. The fair value hierarchy gives the highest
priority to quoted prices (unadjusted) in active markets for identical assets or
liabilities and the lowest priority to unobservable inputs. The three
(3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are
described below:
|
Level
1
|
Quoted
market prices available in active markets for identical assets or
liabilities as of the reporting date.
|
|
|
Level
2
|
Pricing
inputs other than quoted prices in active markets included in Level 1,
which are either directly or indirectly observable as of the reporting
date.
|
|
|
Level
3
|
Pricing
inputs that are generally observable inputs and not corroborated by market
data.
|
The
carrying amounts of the Company’s financial assets and liabilities, such as cash
and accrued expenses, approximate their fair values because of the short
maturity of these instruments.
The
Company does not have any assets or liabilities measured at fair value on a
recurring or a non-recurring basis, consequently, the Company did not have any
fair value adjustments for assets and liabilities measured at fair value at
September 30, 2009 or 2008, nor gains or losses are reported in the statement of
operations that are attributable to the change in unrealized gains or losses
relating to those assets and liabilities still held at the reporting date for
the interim period ended September 30, 2009, 2008 or for the period from October
3, 2006 (inception) through September 30, 2009.
Revenue
Recognition
The
Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards
Codification 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 all of the following criteria are met: (i) persuasive evidence of an
arrangement exists, (ii) the product has been shipped or the services have been
rendered to the customer, (iii) the sales price is fixed or determinable, and
(iv) collectability is reasonably assured.
Net loss per common
share
Net loss
per common share is computed pursuant to section 260-10-45 of the FASB
Accounting Standards Codification. Basic net loss per 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 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
September 30, 2009 or 2008.
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. 33-9072 on October 13, 2009. Commencing with its annual
report for the year ending December 31, 2010, 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
F-7
|
·
|
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.
|
Furthermore,
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
June 2009, the FASB approved the “FASB Accounting Standards Codification”
(the “Codification”) as the single source of authoritative nongovernmental U.S.
GAAP to be launched on July 1, 2009. The Codification does not
change current U.S. GAAP, but is intended to simplify user access to all
authoritative U.S. GAAP by providing all the authoritative literature related to
a particular topic in one place. All existing accounting standard
documents will be superseded and all other accounting literature not included in
the Codification will be considered non-authoritative. The Codification is
effective for interim and annual periods ending after September 15,
2009. The Company does not expect the adoption to have a material
impact on its consolidated financial position, results of operations or cash
flows.
In
August 2009, the FASB issued the FASB Accounting Standards Update No.
2009-04 “Accounting for
Redeemable Equity Instruments - Amendment to Section 480-10-S99” which
represents an update to section 480-10-S99, distinguishing liabilities from
equity, per EITF Topic D-98, Classification and Measurement of
Redeemable Securities. The Company does not expect the
adoption of this update to have a material impact on its consolidated financial
position, results of operations or cash flows.
In
August 2009, the FASB issued the FASB Accounting Standards Update No.
2009-05 “Fair Value
Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair
Value”, which provides amendments to subtopic 820-10, Fair Value
Measurements and Disclosures – Overall, for the fair value measurement of
liabilities. This Update provides clarification that in circumstances
in which a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using one or
more of the following techniques: 1. A valuation technique that uses: a. The
quoted price of the identical liability when traded as an asset b. Quoted prices
for similar liabilities or similar liabilities when traded as assets. 2. Another
valuation technique that is consistent with the principles of topic 820; two
examples would be an income approach, such as a present value technique, or a
market approach, such as a technique that is based on the amount at the
measurement date that the reporting entity would pay to transfer the identical
liability or would receive to enter into the identical liability. The amendments
in this Update also clarify that when estimating the fair value of a liability,
a reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of the liability. The amendments in this Update also clarify that both
a quoted price in an active market for the identical liability when traded as an
asset in an active market when no adjustments to the quoted price of the asset
are required are Level 1 fair value measurements. The Company does
not expect the adoption of this update to have a material impact on its
consolidated financial position, results of operations or cash
flows.
F-8
In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-08 “Earnings Per Share –
Amendments to Section 260-10-S99”,which represents technical corrections
to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share
for a Period that includes a Redemption or an Induced Conversion of a Portion of
a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of
Earnings per Share for the Redemption or Induced Conversion of Preferred
Stock. The Company does not expect the adoption of this update to have a
material impact on its consolidated financial position, results of operations or
cash flows.
In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-09 “Accounting for
Investments-Equity Method and Joint Ventures and Accounting for Equity-Based
Payments to Non-Employees”. This Update represents a
correction to Section 323-10-S99-4, Accounting by an Investor for
Stock-Based Compensation Granted to Employees of an Equity Method
Investee. Additionally, it adds observer comment Accounting Recognition for Certain
Transactions Involving Equity Instruments Granted to Other Than Employees
to the Codification. The Company does not expect the adoption to have a material
impact on its consolidated financial position, results of operations or cash
flows.
In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-12 “Fair Value
Measurements and Disclosures Topic 820 – Investment in Certain Entities That
Calculate Net Assets Value Per Share (or Its Equivalent)”, which provides
amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall,
for the fair value measurement of investments in certain entities that calculate
net asset value per share (or its equivalent). The amendments in this Update
permit, as a practical expedient, a reporting entity to measure the fair value
of an investment that is within the scope of the amendments in this Update on
the basis of the net asset value per share of the investment (or its equivalent)
if the net asset value of the investment (or its equivalent) is calculated in a
manner consistent with the measurement principles of Topic 946 as of the
reporting entity’s measurement date, including measurement of all or
substantially all of the underlying investments of the investee in accordance
with Topic 820. The amendments in this Update also require disclosures by major
category of investment about the attributes of investments within the scope of
the amendments in this Update, such as the nature of any restrictions on the
investor’s ability to redeem its investments a the measurement date, any
unfunded commitments (for example, a contractual commitment by the investor to
invest a specified amount of additional capital at a future date to fund
investments that will be make by the investee), and the investment strategies of
the investees. The major category of investment is required to be determined on
the basis of the nature and risks of the investment in a manner consistent with
the guidance for major security types in U.S. GAAP on investments in debt and
equity securities in paragraph 320-10-50-1B. The disclosures are required for
all investments within the scope of the amendments in this Update regardless of
whether the fair value of the investment is measured using the practical
expedient. The Company does not expect the adoption to have a material impact on
its consolidated financial position, results of operations or cash
flows.
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 $69,755, a net
loss and net cash used in operations of $16,437 and $10,737 for the period ended
September 30, 2009, respectively. These conditions raise substantial doubt about
its ability to continue as a going concern.
F-9
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.
The
Company has evaluated all events that occur after the balance sheet date through
November 6, 2009, the date when the financial statements were issued to
determine if they must be reported. The Management of the Company
determined that there was a reportable subsequent event to be
disclosed.
In
September 29, 2009 the Company effectuated a 1 for 6.6 forward split of shares
of its common stock with a record date of October 22, 2009. All share and per
share amounts in the accompanying financial statements give retroactive effect
to the forward split.
F-10
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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
yet to begin operations, and we require outside capital to implement our
business model.
1.
We believe we can begin to implement our plan to provide the general public the
unique experiences of classroom training, simulated driving instructions, and
real-time driving of Formula 1 and other racecars on actual
racetracks.
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.
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 may
begin to explore our options regarding the development of a new business plan
and direction.
Limited
Operating History
We have
generated less than two full years of financial information 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 September 30, 2009 we’ve had $1,630
in revenues. Expenses for such period totaled
$71,385. Expenses for the period consisted of $9,500 for
compensation, $34,233 for professional fees, and $27,652 for general and
administrative expenses.
Capital
Resources and Liquidity
As of
September 30, 2009 we had $12,038 in cash.
1
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Development
stage company
The
Company is a development stage company. Although the Company has
recognized some nominal amount of revenue since inception, the Company 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 generally accepted
accounting principles 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 and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
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.
Fair Value of Financial
Instruments
The
Company follows paragraph 825-10-50-10 of the FASB Accounting Standards
Codification for disclosures about fair value of its financial instruments and
paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph
820-10-35-37”) to measure the fair value of its financial instruments. Paragraph
820-10-35-37 establishes a framework for measuring fair value in accounting
principles generally accepted in the United States of America (U.S. GAAP), and
expands disclosures about fair value measurements. To increase
consistency and comparability in fair value measurements and related
disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which
prioritizes the inputs to valuation techniques used to measure fair value into
three (3) broad levels. The fair value hierarchy gives the highest
priority to quoted prices (unadjusted) in active markets for identical assets or
liabilities and the lowest priority to unobservable inputs. The three
(3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are
described below:
|
Level
1
|
Quoted
market prices available in active markets for identical assets or
liabilities as of the reporting date.
|
|
|
Level
2
|
Pricing
inputs other than quoted prices in active markets included in Level 1,
which are either directly or indirectly observable as of the reporting
date.
|
|
|
Level
3
|
Pricing
inputs that are generally observable inputs and not corroborated by market
data.
|
The
carrying amounts of the Company’s financial assets and liabilities, such as cash
and accrued expenses, approximate their fair values because of the short
maturity of these instruments.
The
Company does not have any assets or liabilities measured at fair value on a
recurring or a non-recurring basis, consequently, the Company did not have any
fair value adjustments for assets and liabilities measured at fair value at
September 30, 2009 or 2008, nor gains or losses are reported in the statement of
operations that are attributable to the change in unrealized gains or losses
relating to those assets and liabilities still held at the reporting date for
the interim period ended September 30, 2009 or 2008 or for the period from
October 3, 2006 (inception) through September 30, 2009.
2
Revenue
Recognition
The
Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards
Codification 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 all of the following criteria are met: (i) persuasive evidence of an
arrangement exists, (ii) the product has been shipped or the services have been
rendered to the customer, (iii) the sales price is fixed or determinable, and
(iv) collectability is reasonably assured.
Net loss per common
share
Net loss
per common share is computed pursuant to section 260-10-45 of the FASB
Accounting Standards Codification. Basic net loss per 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 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
September 30, 2009 or 2008.
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. 33-9072 on October 13, 2009. Commencing with its annual
report for the year ending December 31, 2010, 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.
|
Furthermore,
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
June 2009, the FASB approved the “FASB Accounting Standards Codification”
(the “Codification”) as the single source of authoritative nongovernmental U.S.
GAAP to be launched on July 1, 2009. The Codification does not
change current U.S. GAAP, but is intended to simplify user access to all
authoritative U.S. GAAP by providing all the authoritative literature related to
a particular topic in one place. All existing accounting standard
documents will be superseded and all other accounting literature not included in
the Codification will be considered non-authoritative. The Codification is
effective for interim and annual periods ending after September 15,
2009. The Company does not expect the adoption to have a material
impact on its consolidated financial position, results of operations or cash
flows.
In
August 2009, the FASB issued the FASB Accounting Standards Update No.
2009-04 “Accounting for
Redeemable Equity Instruments - Amendment to Section 480-10-S99” which
represents an update to section 480-10-S99, distinguishing liabilities from
equity, per EITF Topic D-98, Classification and Measurement of
Redeemable Securities. The Company does not expect the
adoption of this update to have a material impact on its consolidated financial
position, results of operations or cash flows.
3
In
August 2009, the FASB issued the FASB Accounting Standards Update No.
2009-05 “Fair Value
Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair
Value”, which provides amendments to subtopic 820-10, Fair Value
Measurements and Disclosures – Overall, for the fair value measurement of
liabilities. This Update provides clarification that in circumstances
in which a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using one or
more of the following techniques: 1. A valuation technique that uses: a. The
quoted price of the identical liability when traded as an asset b. Quoted prices
for similar liabilities or similar liabilities when traded as assets. 2. Another
valuation technique that is consistent with the principles of topic 820; two
examples would be an income approach, such as a present value technique, or a
market approach, such as a technique that is based on the amount at the
measurement date that the reporting entity would pay to transfer the identical
liability or would receive to enter into the identical liability. The amendments
in this Update also clarify that when estimating the fair value of a liability,
a reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of the liability. The amendments in this Update also clarify that both
a quoted price in an active market for the identical liability when traded as an
asset in an active market when no adjustments to the quoted price of the asset
are required are Level 1 fair value measurements. The Company does
not expect the adoption of this update to have a material impact on its
consolidated financial position, results of operations or cash
flows.
In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-08 “Earnings Per Share –
Amendments to Section 260-10-S99”,which represents technical corrections
to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share
for a Period that includes a Redemption or an Induced Conversion of a Portion of
a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of
Earnings per Share for the Redemption or Induced Conversion of Preferred
Stock. The Company does not expect the adoption of this update to have a
material impact on its consolidated financial position, results of operations or
cash flows.
In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-09 “Accounting for
Investments-Equity Method and Joint Ventures and Accounting for Equity-Based
Payments to Non-Employees”. This Update represents a
correction to Section 323-10-S99-4, Accounting by an Investor for
Stock-Based Compensation Granted to Employees of an Equity Method
Investee. Additionally, it adds observer comment Accounting Recognition for Certain
Transactions Involving Equity Instruments Granted to Other Than Employees
to the Codification. The Company does not expect the adoption to have a material
impact on its consolidated financial position, results of operations or cash
flows.
In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-12 “Fair Value
Measurements and Disclosures Topic 820 – Investment in Certain Entities That
Calculate Net Assets Value Per Share (or Its Equivalent)”, which provides
amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall,
for the fair value measurement of investments in certain entities that calculate
net asset value per share (or its equivalent). The amendments in this Update
permit, as a practical expedient, a reporting entity to measure the fair value
of an investment that is within the scope of the amendments in this Update on
the basis of the net asset value per share of the investment (or its equivalent)
if the net asset value of the investment (or its equivalent) is calculated in a
manner consistent with the measurement principles of Topic 946 as of the
reporting entity’s measurement date, including measurement of all or
substantially all of the underlying investments of the investee in accordance
with Topic 820. The amendments in this Update also require disclosures by major
category of investment about the attributes of investments within the scope of
the amendments in this Update, such as the nature of any restrictions on the
investor’s ability to redeem its investments a the measurement date, any
unfunded commitments (for example, a contractual commitment by the investor to
invest a specified amount of additional capital at a future date to fund
investments that will be make by the investee), and the investment strategies of
the investees. The major category of investment is required to be determined on
the basis of the nature and risks of the investment in a manner consistent with
the guidance for major security types in U.S. GAAP on investments in debt and
equity securities in paragraph 320-10-50-1B. The disclosures are required for
all investments within the scope of the amendments in this Update regardless of
whether the fair value of the investment is measured using the practical
expedient. The Company does not expect the adoption to have a material impact on
its consolidated financial position, results of operations or cash
flows.
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.
4
Off Balance Sheet
Arrangements
We have
no off-balance sheet arrangements.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates. The Company does not undertake any specific
actions to limit those exposures.
Item
4T. Controls and Procedures
(a)
Evaluation of disclosure controls and procedures. Our Chief Executive Officer
and Principal Financial Officer, after evaluating the effectiveness of our
"disclosure controls and procedures" (as defined in the Securities Exchange Act
of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by
this Quarterly Report on Form 10-Q (the "Evaluation Date"), have concluded that
as of the Evaluation Date, our disclosure controls and procedures were not
effective to provide reasonable assurance that information we are required to
disclose in reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission rules and forms, and that such information is
accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. They were deemed not effective due to adjustment
and disclosure omissions identified by our Independent Registered Public
Accounting firm. The Company will continue to take steps to identify matters of
accounting and disclosure.
(b) Changes
in internal control over financial reporting. There were no changes in our
internal control over financial reporting during our most recent fiscal quarter
that materially affected, or were reasonably likely to materially affect, our
internal control over financial reporting.
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.
INHERENT
LIMITATIONS OF INTERNAL CONTROLS
Our
internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with the U.S. GAAP.
Our internal control over financial reporting includes those policies and
procedures that:
|
-
|
pertain
to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of our
assets;
|
|
-
|
provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with the U.S. GAAP, and
that our receipts and expenditures are being made only in accordance with
authorizations of our management and directors;
and
|
|
-
|
provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of our assets that could
have a material effect on the financial
statements.
|
Management
does not expect that our internal controls will prevent or detect all errors and
all fraud. A control system, no matter how well designed and operated, can
provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of internal controls can provide absolute
assurance that all control issues and instances of fraud, if any, have been
detected. Also, any evaluation of the effectiveness of controls in future
periods are subject to the risk that those internal controls may become
inadequate because of changes in business conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
5
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.
Item
1A. Risk Factors
Not
applicable for smaller reporting companies.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item
3. Defaults Upon Senior Securities.
None
Item
4. Submission of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None
Item
6. Exhibits and Reports of Form 8-K.
(a) Exhibits
31.1
Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002
32.1
Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002
(b) Reports
of Form 8-K
None.
6
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
NEW
IMAGE CONCEPTS, INC.
|
||
|
Date:
November 12,2009
|
By:
|
/s/ Belen Flores
|
|
Belen
Flores
|
||
|
Chairman
of the Board of Directors,
Chief
Executive Officer, Chief Financial Officer,
Controller,
Principal Accounting Officer
|
||
7