Blink Charging Co. - Quarter Report: 2009 March (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 March 31, 2009
|
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 Charter
|
Nevada
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33-1155965
|
|||
|
(State
or other jurisdiction of
incorporation
or organization)
|
(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
Filero Smaller
Reporting Companyx
Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes oNox
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of May 12, 2009: 44,993,565 shares of common stock.
NEW
IMAGE CONCEPTS, INC.
FORM
10-Q
March
31, 2009
INDEX
PART
I-- FINANCIAL INFORMATION
|
Item
1.
|
Financial
Statements
|
F-1 |
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition
|
1 |
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
4 |
|
Item
4T.
|
Control
and Procedures
|
4 |
PART
II-- OTHER INFORMATION
|
Item
1
|
Legal
Proceedings
|
5 |
|
Item
1A
|
Risk
Factors
|
5 |
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
5 |
|
Item
3.
|
Defaults
Upon Senior Securities
|
5 |
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
5 |
|
Item
5.
|
Other
Information
|
5 |
|
Item
6.
|
Exhibits
and Reports on Form 8-K
|
5 |
SIGNATURE
i
ITEM
1. Financial Information
NEW IMAGE
CONCEPTS, INC.
(a
development stage company)
March
31, 2009 and 2008
|
FINANCIAL
STATEMENTS
|
Page
#
|
|
Balance
Sheets as of March 31, 2009 (Unaudited) and December 31,
2008
|
F-1
|
|
Statements
of Operations for the Three Months Ended March 31, 2009 and 2008, and the
Period from October 3, 2006 (Inception) through March 31, 2009
(Unaudited)
|
F-2
|
|
Statement
of Stockholders’ Equity (Deficit) for the period from October 3, 2006
(Inception) through March 31, 2009 (Unaudited)
|
F-3
|
|
Statements
of cash flows for the Three Months Ended March 31, 2009 and 2008, and the
Period from October 3, 2006 (Inception) through March 31, 2009
(Unaudited)
|
F-5
|
|
Notes
to the Financial Statements (Unaudited)
|
F-6
|
ii
NEW IMAGE CONCEPTS,
INC.
(A
development stage company)
Balance
Sheets
|
March
31,
2009
(Unaudited)
|
December 31,
2008
|
|||||||
|
Current
Assets:
|
||||||||
|
Cash
|
$ | 18,675 | $ | 22,775 | ||||
|
Total
Current Assets
|
18,675 | 22,775 | ||||||
|
TOTAL
ASSETS
|
$ | 18,675 | $ | 22,775 | ||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
Current
Liabilities:
|
||||||||
|
Accrued
expenses
|
$ | 12,200 | $ | 12,075 | ||||
|
Total
Current Liabilities
|
12,200 | 12,075 | ||||||
|
Stockholders'
Equity :
|
||||||||
|
Common stock: $0.001 par value; 500,000,000 shares authorized; 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
|
(57,543 | ) | (53,318 | ) | ||||
|
Total
Stockholders’ Equity
|
6,475 | 10,700 | ||||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 18,675 | $ | 22,775 | ||||
See
accompanying notes to the financial statements.
F-1
NEW IMAGE CONCEPTS,
INC.
(a
development stage company)
Statements
of Operations
|
For
the Three Months Ended March 31,
2009
|
For
the Three Months Ended March 31,
2008
|
For
the period from October 3, 2006 (Inception) through March 31,
2009
|
||||||||||
|
Revenue
|
$ | - | $ | 1,249 | $ | 1,630 | ||||||
|
Operating
expenses
|
||||||||||||
|
Professional
fees
|
1,850 | 1,000 | 26,383 | |||||||||
|
Compensation
|
1,500 | 500 | 6,500 | |||||||||
|
General
and administrative
|
875 | 540 | 26,290 | |||||||||
|
Total
operating expenses
|
(4,225 | ) | (2,040 | ) | (59,173 | ) | ||||||
|
Net
loss
|
(4,225 | ) | (791 | ) | (59,173 | ) | ||||||
|
Net
loss per common share - basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
|
Weighted
average number of common shares outstanding – basic and
diluted
|
44,993,568 | 44,530,196 | 32,621,145 | |||||||||
See
accompanying notes to financial statements.
F-2
NEW
IMAGE CONCEPTS, INC.
(a
development stage company)
Statement
of Stockholders’ Equity (Deficit)
For the
Period from October 3, 2006 (Inception) through March 31, 2009
|
Common
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Deficit
Accumulated During the Development Stage
|
Total
Stockholders’ Equity (Deficit)
|
||||||||||||||||
|
October
3, 2006 (Inception)
|
3,000,000 | $ | 3,000 | $ | (2,000 | ) | $ | - | $ | 1,000 | ||||||||||
|
Net
loss
|
(1,750 | ) | (1,750 | ) | ||||||||||||||||
|
Balance,
December 31, 2006
|
3,000,000 | 3,000 | (2,000 | ) | (1,750 | ) | (750 | ) | ||||||||||||
|
Contribution
to capital
|
125 | 125 | ||||||||||||||||||
|
Shares
issued for compensation in April 2007 at $0.00033 per
share
|
39,000,000 | 39,000 | (26,000 | ) | 13,000 | |||||||||||||||
|
Shares
issued for cash from September 12 through November 13, 2007 at $0.00167
per share
|
1,629,000 | 1,629 | 25,521 | 27,150 | ||||||||||||||||
|
Net
loss
|
(20,875 | ) | (20,875 | ) | ||||||||||||||||
|
Balance,
December 31, 2007
|
43,629,000 | 43,629 | (2,354 | ) | (22,625 | ) | 18,650 | |||||||||||||
|
Shares
issued for cash from January 10, 2008 through March 19, 2008 at $0.00167
per share
|
1,364,568 | 1,365 | 21,378 | 22,743 | ||||||||||||||||
|
Net
loss
|
(30,693 | ) | (30,693 | ) | ||||||||||||||||
|
Balance,
December 31, 2008
|
44,993,568 | 44,994 | 19,024 | (53,318 | ) | 10,700 | ||||||||||||||
|
Net
loss
|
(4,225 | ) | (4,225 | ) | ||||||||||||||||
|
Balance,
March 31, 2009
|
44,993,568 | $ | 44,994 | $ | 19,024 | $ | (57,543 | ) | $ | 6,475 | ||||||||||
See
accompanying notes to financial statements.
F-3
NEW IMAGE CONCEPTS,
INC.
(a
development stage company)
Statements
of Cash Flows
|
For
Three Months Ended March 31, 2009
|
For
Three Months Ended March 31, 2008
|
For
the period from July 19, 2007 (Inception) through March 31,
2009
|
||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net
loss
|
$ | (4,225 | ) | $ | (791 | ) | $ | (57,543 | ) | |||
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
|
Shares
issued for compensation
|
- | - | 14,000 | |||||||||
|
Changes
in accounts receivable
|
- | (1,249 | ) | - | ||||||||
|
Increase
in accrued expenses
|
125 | 1,450 | 12,200 | |||||||||
|
Net
Cash Used in Operating Activities
|
(4,100 | ) | (590 | ) | (31,343 | ) | ||||||
|
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 | |||||||||
|
NET
CHANGE IN CASH
|
(4,100 | ) | 22,153 | 18,675 | ||||||||
|
CASH
AT BEGINNING OF PERIOD
|
22,775 | 27,275 | - | |||||||||
|
CASH
AT END OF PERIOD
|
$ | 18,675 | $ | 49,428 | $ | 18,675 | ||||||
See
accompanying notes to financial statements.
F-4
NEW
IMAGE CONCEPTS, INC.
(a
development stage company)
March 31,
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 –
BASIS OF PRESENTATION AND SUMMARY OF ACCONTING POLICIES
Basis of
Presentation
The
accompanying interim financial statements for the three months ended March 31,
2009, 2008, and the period from July 19, 2007 (Inception) through March 31, 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
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported amount of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
Cash
Equivalents
The
Company considers all highly liquid investments with maturities of three months
or less at the time of purchase to be cash equivalents.
F-5
Fair Value of Financial
Instruments
The fair
value of a financial instrument is the amount at which the instrument could be
exchanged in a current transaction between willing parties. The carrying
amounts of financial assets and liabilities, such as cash and accrued
expenses, approximate their fair values because of the short maturity of these
instruments.
Revenue
Recognition
The
Company’s revenues are derived principally from 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 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
March 31, 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 December 31, 2009, 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.
F-6
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.
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.
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 $57,543, a net
loss and net cash used in operations of $4,225 and $4,100 for the quarter ended
March 31, 2009, respectively. These conditions raise substantial doubt about its
ability to continue as a going concern.
While the
Company is attempting to generate sufficient sales, the Company’s cash position
may not be sufficient to support the Company’s daily operations. Management
intends to raise additional funds by way of a public or private offering. 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.
F-7
NOTE 4 -
STOCKHOLDERS’ EQUITY
Common
stock
On May
13, 2008, the sole director of the Company authorized a 3 for 1 forward stock
split. All share and per share data in the financial statements and related
notes have been restated to give retroactive effect to the forward stock
split.
For the
period from January 2008 through September 30, 2008, the Company sold 1,364,568
shares of its common stock in a private placement at $0.00167 per share to
fifteen (15) individuals for a total of $22,743.
NOTE 5 –
COMMITMENTS AND CONTINGENCIES
Employment
agreement
On March
13, 2008 the Company entered into an employment agreement (“Employment
Agreement”) with its majority stockholder and sole director and officer
(“Employee”) for a term of three years from the date of signing. The
Employee is to be paid a minimum of $500 per month and paid periodically not
less than monthly. Either the Company or the Employee can terminate
the Employment Agreement without cause upon thirty (30) days’ notice to the
other party
F-8
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Plan
of Operation
Business
Overview
We were
incorporated in October 2006 in Nevada with the intention of providing personal
consultation services to the general public. The company intends to commence
business activity in the state of California with the hope of extending its
business throughout the United States.
We intend
to appeal to the individuals wanting to engage the services of hip stylish
experts who offer a “make better” approach to grooming, wardrobe, and choices of
entertainment venues, food, wine and décor. We will cater to both male and
female clients. Services will be priced from $2,000 to $20,000. Clients will
have a broad range of choices by deciding which area or areas to emphasize and
to what degree. Our client will complete a brief informational questionnaire and
decide on a budget, we will then enter into a formal agreement and schedule an
initial appointment. Our team of consultants will begin working with the client
sorting through likes and dislikes to develop the perfect solution for a better
and more stylish life.
Plan
of Operation
We have
begun operations very limited operations, and we require outside capital to
implement our business model.
1.
We believe we can begin to implement our plan to provide image consulting
services to our clients.
2.
All functions will be coordinated and managed by our founder, including
marketing, finance and operations.
3.
We intend to support these marketing efforts through advertising and the
development of high-quality printed marketing materials. We expect the total
cost of the marketing program to range from $20,000-$40,000.
4.
Within 90-120 days of the initiation of our marketing campaign, we believe that
we will begin to generate business.
If we are
unable to market effectively our services cigars, we may have to suspend or
cease our efforts. If we cease our previously stated efforts, we do
not have plans to pursue other business opportunities.
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 March 31, 2009 we’ve had $1,630 in
revenues. Expenses for such period totaled $59,173. Expenses
for the period consisted of $6,500 for compensation, $26,383 for professional
fees, and $26,290 for general and administrative expenses.
Capital
Resources and Liquidity
As of
March 31, 2009 we had $18,675 in cash.
We
believe we can not satisfy our cash requirements for the next twelve months with
our current cash. If we are unable to satisfy our cash requirements we may be
unable to proceed with our plan of operations. We do not anticipate the purchase
or sale of any significant equipment. We also do not expect any significant
additions to the number of employees. The foregoing represents our best estimate
of our cash needs based on current planning and business conditions. In the
event we are not successful in reaching our initial revenue targets, additional
funds may be required, and we may not be able to proceed with our business plan
for the development and marketing of our core services. Should this occur, we
will suspend or cease operations.
We
anticipate that depending on market conditions and our plan of operations, we
may incur operating losses in the foreseeable future. Therefore, our auditors
have raised substantial doubt about our ability to continue as a going
concern.
We are
still pursuing this plan but to date we have not been able to raise additional
funds through either debt or equity offerings. Without this additional cash we
have been unable to pursue our plan of operations and commence generating
revenue. We believe that we may not be able to raise the necessary funds to
continue to pursue our business operations. As a result of the foregoing, we
have recently begun to explore our options regarding the development of a new
business plan and direction.
-1-
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.
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.
-2-
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 March 31, 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 December 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.
-3-
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.
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.
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.
-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
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
Accounting Officer (“CAO”) (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 CAO 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 CAO, as appropriate, to allow timely decisions regarding
required disclosure.
Management’s Report on
Internal Controls over Financial Reporting
Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles. There has been no change in
the Company’s internal control over financial reporting during the quarter ended
March 31, 2009 hat has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.
The
Company’s management, including the Company’s CEO and CAO, does not expect that
the Company’s disclosure controls and procedures or the Company’s internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived 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 the
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected.
Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, management concluded that the
company’s internal control over financial reporting was effective as of March
31, 2009.
This
quarterly report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this quarterly report.
-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
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.
-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:
May 12,2009
|
By:
|
/s/ Belen
Flores
|
|
Belen
Flores
|
||
|
Chairman
of the Board of Directors,
Chief
Executive Officer,
Chief
Financial Officer,
Controller,
Principal Accounting Officer
|
||
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