Blink Charging Co. - Quarter Report: 2009 June (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________
|
x
|
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 June 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
|
For the transition period from
______ to ______.
NEW
IMAGE CONCEPTS, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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33-1155965
|
|||
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File No.)
|
(IRS
Employee Identification
No.)
|
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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes o 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 o No x
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of August 3, 2009: 44,993,565 shares of common stock.
NEW
IMAGE CONCEPTS, INC.
FORM
10-Q
June
30, 2009
INDEX
PART
I-- FINANCIAL INFORMATION
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Item
1.
|
Financial
Statements
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
|
Item
4T.
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Control
and Procedures
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PART
II-- OTHER INFORMATION
|
Item
1
|
Legal
Proceedings
|
|
Item
1A
|
Risk
Factors
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
|
Item
3.
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Defaults
Upon Senior Securities
|
|
Item
4.
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Submission
of Matters to a Vote of Security Holders
|
|
Item
5.
|
Other
Information
|
|
Item
6.
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Exhibits
and Reports on Form 8-K
|
SIGNATURE
ITEM
1. Financial Information
NEW IMAGE
CONCEPTS, INC.
(A
development stage company)
|
FINANCIAL
STATEMENTS
|
Page
#
|
|
Balance
Sheets as of June 30, 2009 (Unaudited) and December 31,
2008
|
F-1
|
|
Statements
of Operations for the Three Months Ended June 30, 2009 and
2008
|
F-2
|
|
Statements
of Operations for the Six Months Ended June 30, 2009 and 2008, and the
Period from October 3, 2006 (Inception) through June 30, 2009
(Unaudited)
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F-3
|
|
Statement
of Stockholders’ Equity (Deficit) from October 3, 2006 (Inception) through
June 30, 2009 (Unaudited)
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F-4
|
|
Statements
of Cash Flows for the Six Months Ended June 30, 2009 and 2008, and the
Period from October 3, 2006 (Inception) through June 30, 2009
(Unaudited)
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F-5
|
|
Notes
to the Financial Statements (Unaudited)
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F-6
|
NEW IMAGE COCEPTS,
INC.
(a
development stage company)
Balance
Sheets
|
June
30,
2009
(Unaudited)
|
December 31,
2008
|
|||||||
|
Current
Assets:
|
||||||||
|
Cash
|
$ | 14,903 | $ | 22,775 | ||||
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Total
Current Assets
|
14,903 | 22,775 | ||||||
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TOTAL
ASSETS
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$ | 14,903 | $ | 22,775 | ||||
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LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
Current
Liabilities:
|
||||||||
|
Accrued
expenses
|
$ | 11,925 | $ | 12,075 | ||||
|
Total
Current Liabilities
|
11,925 | 12,075 | ||||||
|
Stockholders'
Equity:
|
||||||||
|
Common
stock: $0.001 par value; authorized 500,000,000 shares; 44,993,565 shares
issued and outstanding
|
44,994 | 44,994 | ||||||
|
Additional
paid-in capital
|
19,024 | 19,024 | ||||||
|
Deficit
accumulated during the development stage
|
(61,040 | ) | (53,318 | ) | ||||
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Total
Stockholders’ Equity
|
2,978 | 10,700 | ||||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 14,903 | $ | 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
June
30, 2009
|
For
the Three
Months
Ended
June
30, 2008
|
|||||||
|
Revenue
|
$ | - | $ | 381 | ||||
|
Operating
Expenses
|
||||||||
|
Professional
fees
|
1,000 | 1,000 | ||||||
|
Compensation
|
1,500 | 1,500 | ||||||
|
General
and administrative
|
997 | 13,655 | ||||||
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Total
Operating Expenses
|
(3,497 | ) | (16,155 | ) | ||||
|
Net
loss
|
(3,497 | ) | (15,774 | ) | ||||
|
Net
loss per common share - basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
|
Weighted
average number of common shares outstanding – basic and
diluted
|
44,993,565 | 44,993,565 | ||||||
See
accompanying notes to financial statements.
F-2
NEW IMAGE CONCEPTS,
INC.
(a
development stage company)
Statements
of Operations
(Unaudited)
|
For
the Six
Months
Ended
June
30, 2009
|
For
the Six
Months
Ended
June
30, 2008
|
For
the period from
October
3, 2006
(Inception)
through
June
30, 2009
|
||||||||||
|
Revenue
|
$ | - | $ | 1,630 | $ | 1,630 | ||||||
|
Operating
expenses
|
||||||||||||
|
Legal
and professional fees
|
2,850 | 2,000 | 27,383 | |||||||||
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Compensation
|
3,000 | 2,000 | 8,000 | |||||||||
|
General
and administrative
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1,872 | 14,195 | 27,287 | |||||||||
|
Total
operating expenses
|
(7,722 | ) | (18,195 | ) | (62,670 | ) | ||||||
|
Net
loss
|
(7,722 | ) | (16,565 | ) | (61,040 | ) | ||||||
|
Net
loss per common share - basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
|
Weighted
average number of common shares outstanding – basic and
diluted
|
44,993,565 | 44,762,091 | 36,473,184 | |||||||||
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 June 30, 2009
(Unaudited)
|
Common
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Deficit
Accumulated During the Development Stage
|
Total
Stockholder’s Equity (Deficit)
|
||||||||||||||||
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October
3, 2006 (Inception)
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3,000,000 | $ | 3,000 | $ | (2,000 | ) | $ | - | $ | 1,000 | ||||||||||
|
Net
loss
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(1,750 | ) | (1,750 | ) | ||||||||||||||||
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Balance,
December 31, 2006
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3,000,000 | 3,000 | (2,000 | ) | (1,750 | ) | (750 | ) | ||||||||||||
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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
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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 | ||||||||||||||
|
Net
loss
|
(7,722 | ) | (7,722 | ) | ||||||||||||||||
|
Balance,
June 30, 2009
|
44,993,565 | $ | 44,994 | $ | 19,024 | $ | (61,040 | ) | $ | 2,978 | ||||||||||
See
accompanying notes to financial statements.
F-4
NEW IMAGE CONCEPTS,
INC.
(a
development stage company)
Statements
of Cash Flows
(Unaudited)
|
For
the Six Months Ended June 30, 2009
|
For
the Six Months Ended June 30, 2008
|
For
the period from October 3, 2006 (Inception) through June 30,
2009
|
||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net
loss
|
$ | (7,722 | ) | $ | (16,565 | ) | $ | (61,040 | ) | |||
|
Adjustments
to reconcile net loss to net cash provided by operating
activities:
|
||||||||||||
|
Shares
issued for compensation
|
- | - | 14,000 | |||||||||
|
(Decrease)
increase in accrued expenses
|
(150 | ) | (550 | ) | 11,925 | |||||||
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Net
Cash Used in Operating Activities
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(7,872 | ) | (17,115 | ) | (35,115 | ) | ||||||
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CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
|
Sale
of common stock
|
- | 22,743 | 49,893 | |||||||||
|
Capital
contribution
|
- | - | 125 | |||||||||
|
Net
Cash Provided By Financing Activities
|
- | 22,743 | 50,018 | |||||||||
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NET
CHANGE IN CASH
|
(7,872 | ) | 5,628 | 14,903 | ||||||||
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CASH
AT BEGINNING OF PERIOD
|
22,775 | 27,275 | - | |||||||||
|
CASH
AT END OF PERIOD
|
$ | 14,903 | $ | 32,903 | $ | 14,903 | ||||||
See
accompanying notes to financial statements.
F-5
NEW
IMAGE CONCEPTS, INC.
(a
development stage company)
June 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 six months ended
June 30, 2009, 2008, and the period from October 3, 2006 (Inception) through
June 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 which was declared
effective on March 23, 2009.
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”). 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
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.
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.
F-6
Fair Value of Financial
Instruments
The
Company follows Statement of Financial Accounting Standards No. 107 “Disclosures about fair value of
Financial Instruments” (“SFAS No. 107”) for disclosures about fair value
of its financial instruments and has adopted Financial Accounting Standards
Board (“FASB”) No. 157 “Fair
Value Measurements” (“SFAS No. 157”) to measure the fair value of its
financial instruments. SFAS No. 157 establishes a framework for
measuring fair value in generally accepted accounting principles (GAAP), and
expands disclosures about fair value measurements. To increase consistency and
comparability in fair value measurements and related disclosures, SFAS No. 157
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 SFAS No. 157 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.
|
As
defined by SFAS No. 107, the fair value of a financial instrument is the amount
at which the instrument could be exchanged in a current transaction between
willing parties, other than in a forced or liquidation sale, which was further
clarified as the price that would be received to sell an asset or paid to
transfer a liability (“an exit price”) in an orderly transaction between market
participants at the measurement date. 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 June
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 June 30, 2009 or 2008.
Revenue
Recognition
The
Company’s revenues are derived principally from personal consultation 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 will recognize 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.
Income
taxes
The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 “Accounting for Income
Taxes” (“SFAS No. 109”). Deferred income tax assets and liabilities
are determined based upon differences between the financial reporting and tax
bases of assets and liabilities and are measured using the enacted tax rates and
laws that will be in effect when the differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance to the extent
management concludes it is more likely than not that the assets will not be
realized. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the statements
of operations in the period that includes the enactment date.
F-7
The
Company adopted the provisions of Financial Accounting Standards Board (“FASB”)
Interpretation No. 48 “Accounting for Uncertainty in
Income Taxes – an interpretation of FASB Statement No. 109” (“FIN
48”). FIN 48 addresses the determination of whether tax benefits
claimed or expected to be claimed on a tax return should be recorded in the
financial statements. Under FIN 48, the Company may recognize the tax
benefit from an uncertain tax position only if it is more likely than not that
the tax position will be sustained on examination by the taxing authorities,
based on the technical merits of the position. The tax benefits
recognized in the financial statements from such a position should be measured
based on the largest benefit that has a greater than fifty percent (50%)
likelihood of being realized upon ultimate settlement. FIN 48 also
provides guidance on de-recognition, classification, interest and penalties on
income taxes, accounting in interim periods and requires increased
disclosures. The Company had no material adjustments to its
liabilities for unrecognized income tax benefits according to the provisions of
FIN 48.
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
June 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. 33-8934 on June 26, 2008. Commencing with the Company’s Annual
Report for the fiscal year ended January 31, 2010, the Company is required to
include a report of management on the Company’s 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
financial reporting for the Company; of management’s assessment of the
effectiveness of the Company’s internal control over financial reporting as of
year end; of the framework used by management to evaluate the effectiveness of
the Company’s internal control over financial reporting; and that the Company’s
independent accounting firm has issued an attestation report on management’s
assessment of the Company’s internal control over financial reporting, which
report is also required to be filed as part of the Annual Report on Form
10-K.
In May
2008, the FASB issued Statement of Financial Accounting Standard No. 162 “The
Hierarchy of Generally Accepted Accounting Principles” (“SFAS
162”). The purpose of this standard is to provide a consistent
framework for determining what accounting principles should be used when
preparing U.S. GAAP financial statements. SFAS 162 categorizes
accounting pronouncements in a descending order of authority. In the
instance of potentially conflicting accounting principles, the standard in the
highest category must be used. This statement will be effective 60
days after the SEC approves the Public Company Accounting and Oversight Board’s
related amendments. The Company believes that SFAS 162 will have
no impact on their existing accounting methods.
In
April 2009, the Financial Accounting Standards Board (FASB) issued FASB
Staff Position (FSP) Financial Accounting Standard (FAS) 157-4 “Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly”.
Based on the guidance, if an entity determines that the level of activity for an
asset or liability has significantly decreased and that a transaction is not
orderly, further analysis of transactions or quoted prices is needed, and a
significant adjustment to the transaction or quoted prices may be necessary to
estimate fair value in accordance with Statement of Financial Accounting
Standards (SFAS) No. 157 “Fair Value Measurements”. This FSP is to be
applied prospectively and is effective for interim and annual periods ending
after June 15, 2009 with early adoption permitted for periods ending after
March 15, 2009. The company will adopt this FSP for its quarter ending
June 30, 2009. There is no expected impact on the financial
statements.
F-8
In
April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board
(APB) 28-1 “Interim Disclosures about Fair Value of Financial Instruments”. The
FSP amends SFAS No. 107 “Disclosures about Fair Value of Financial
Instruments” to require an entity to provide disclosures about fair value of
financial instruments in interim financial information. This FSP is to be
applied prospectively and is effective for interim and annual periods ending
after June 15, 2009 with early adoption permitted for periods ending after
March 15, 2009. The company will include the required disclosures in its
quarter ending June 30, 2009.
In
April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful
Life of Intangible Assets”. The FSP states that in developing assumptions about
renewal or extension options used to determine the useful life of an intangible
asset, an entity needs to consider its own historical experience adjusted for
entity-specific factors. In the absence of that experience, an entity shall
consider the assumptions that market participants would use about renewal or
extension options. This FSP is to be applied to intangible assets acquired after
January 1, 2009. The adoption of this FSP did not have an impact on the
financial statements.
In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”), which
provides guidance to establish general standards of accounting for and
disclosures of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. SFAS 165 also
requires entities to disclose the date through which subsequent events were
evaluated as well as the rationale for why that date was selected. This
disclosure should alert all users of financial statements that an entity has not
evaluated subsequent events after that date in the set of financial statements
being presented. SFAS 165 is effective for interim and annual periods ending
after June 15, 2009. Since FAS 165 at most requires additional disclosures, the
Company does not expect the adoption to have a material impact on its
consolidated financial position, results of operations or cash
flows.
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 nonauthoritative. The Codification is effective for interim
and annual periods ending after September 15, 2009. The Codification is
effective for the Company in the interim period ending September 30, 2009
and 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 $61,040, a net
loss and net cash used in operations of $7,722 and $7,872 for the period ended
June 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.
NOTE 4 –
SUBSEQUENT EVENTS
In May
2009, the FASB issued Statement of Financial Accounting Standard No. 165
“Subsequent Events” (“SFAS 165”), which establishes general standards of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued or available to be
issued. It requires the disclosure of the date through which
subsequent events have been evaluated as well as the basis for that date. This
statement is effective prospectively for interim or annual financial periods
ending after June 15, 2009. The Company has evaluated all subsequent
events through August 3, 2009, the
date of this filing, and determined there are no material recognized or
unrecognized subsequent events.
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.
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 June 30, 2009 we’ve had $1,630 in
revenues. Expenses for such period totaled
$62,670. Expenses for the period consisted of $8,000 for
compensation, $27,383 for professional fees, and $27,287 for general and
administrative expenses.
Capital
Resources and Liquidity
As of
June 30, 2009 we had $14,903 in cash.
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Development
stage company
The
Company is a development stage company as defined by Statement of Financial
Accounting Standards No. 7 “Accounting and Reporting by
Development Stage Enterprises” (“SFAS No. 7”). Although
the Company has recognized some nominal amount of revenue, 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.
-1-
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 a maturity of three months
or less when purchased to be cash equivalents.
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 and market rates of interest.
Revenue
recognition
The
Company’s revenues are derived principally from personal consultation 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 will recognize 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.
Income
taxes
The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 “Accounting
for Income Taxes” (“SFAS No. 109”). Deferred income tax assets and
liabilities are determined based upon differences between the financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect when the differences are
expected to reverse.
Deferred
tax assets are reduced by a valuation allowance to the extent management
concludes it is more likely than not that the assets will not be realized.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the statements
of operations in the period that includes the enactment date.
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 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 June 30, 2009 and
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. 33-8934 on June 26, 2008. Commencing with the Company’s Annual
Report for the fiscal year ended January 31, 2010, the Company is required to
include a report of management on the Company’s 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
financial reporting for the Company; of management’s assessment of the
effectiveness of the Company’s internal control over financial reporting as of
year end; of the framework used by management to evaluate the effectiveness of
the Company’s internal control over financial reporting; and that the Company’s
independent accounting firm has issued an attestation report on management’s
assessment of the Company’s internal control over financial reporting, which
report is also required to be filed as part of the Annual Report on Form
10-K.
In May
2008, the FASB issued Statement of Financial Accounting Standard No. 162 “The
Hierarchy of Generally Accepted Accounting Principles” (“SFAS
162”). The purpose of this standard is to provide a consistent
framework for determining what accounting principles should be used when
preparing U.S. GAAP financial statements. SFAS 162 categorizes
accounting pronouncements in a descending order of authority. In the
instance of potentially conflicting accounting principles, the standard in the
highest category must be used. This statement will be effective 60
days after the SEC approves the Public Company Accounting and Oversight Board’s
related amendments. The Company believes that SFAS 162 will have
no impact on their existing accounting methods.
-2-
In
April 2009, the Financial Accounting Standards Board (FASB) issued FASB
Staff Position (FSP) Financial Accounting Standard (FAS) 157-4 “Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly”.
Based on the guidance, if an entity determines that the level of activity for an
asset or liability has significantly decreased and that a transaction is not
orderly, further analysis of transactions or quoted prices is needed, and a
significant adjustment to the transaction or quoted prices may be necessary to
estimate fair value in accordance with Statement of Financial Accounting
Standards (SFAS) No. 157 “Fair Value Measurements”. This FSP is to be
applied prospectively and is effective for interim and annual periods ending
after June 15, 2009 with early adoption permitted for periods ending after
March 15, 2009. The company will adopt this FSP for its quarter ending
June 30, 2009. There is no expected impact on the financial
statements.
In
April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board
(APB) 28-1 “Interim Disclosures about Fair Value of Financial Instruments”. The
FSP amends SFAS No. 107 “Disclosures about Fair Value of Financial
Instruments” to require an entity to provide disclosures about fair value of
financial instruments in interim financial information. This FSP is to be
applied prospectively and is effective for interim and annual periods ending
after June 15, 2009 with early adoption permitted for periods ending after
March 15, 2009. The company will include the required disclosures in its
quarter ending June 30, 2009.
In
April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful
Life of Intangible Assets”. The FSP states that in developing assumptions about
renewal or extension options used to determine the useful life of an intangible
asset, an entity needs to consider its own historical experience adjusted for
entity-specific factors. In the absence of that experience, an entity shall
consider the assumptions that market participants would use about renewal or
extension options. This FSP is to be applied to intangible assets acquired after
January 1, 2009. The adoption of this FSP did not have an impact on the
financial statements.
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 consolidated financial statements.
In
May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS
165”), which provides guidance to establish general standards of accounting for
and disclosures of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. SFAS
165 also requires entities to disclose the date through which subsequent
events were evaluated as well as the rationale for why that date was selected.
This disclosure should alert all users of financial statements that an entity
has not evaluated subsequent events after that date in the set of financial
statements being presented. SFAS 165 is effective for interim and annual periods
ending after June 15, 2009. Since FAS 165 at most requires additional
disclosures, the Company does not expect the adoption to have a material impact
on its consolidated financial position, results of operations or cash
flows.
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 nonauthoritative. The Codification is effective for interim
and annual periods ending after September 15, 2009. The Codification is
effective for the Company in the interim period ending September 30, 2009
and 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 recently issued, but not yet effective accounting
pronouncements, if adopted, would have a material effect on the accompanying
financial statements.
-3-
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. 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.
(b)
Changes in
internal control over financial reporting. There have been no changes in
our internal control over financial reporting that occurred during the last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
-4-
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
None
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.
-5-
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:
August 3,2009
|
By:
|
/s/ Belen Flores
|
|
Belen
Flores
|
||
|
Chairman
of the Board of Directors,
Chief
Executive Officer, Chief Financial Officer,
Controller,
Principal Accounting Officer
|
||
-6-