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Watchlist
Account
Blink Charging
BLNK
#9512
Rank
$82.12 M
Marketcap
๐บ๐ธ
United States
Country
$0.58
Share price
1.46%
Change (1 day)
-30.39%
Change (1 year)
๐ Electricity
โก Energy
๐โ EV charging
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Annual Reports (10-K)
Blink Charging
Quarterly Reports (10-Q)
Submitted on 2009-11-12
Blink Charging - 10-Q quarterly report FY
Text size:
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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
For the quarterly period ended September 30, 2009
o
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
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 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
Item 1.
Financial Statements
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Item 4T.
Control and Procedures
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.
Defaults Upon Senior Securities
Item 4.
Submission of Matters to a Vote of Security Holders
Item 5.
Other Information
Item 6.
Exhibits
SIGNATURE
ITEM 1. Financial Information
NEW IMAGE CONCEPTS, INC.
(A development stage company)
FINANCIAL STATEMENTS
Page #
Balance Sheets as of September 30, 2009 (Unaudited) and December 31, 2008
F-1
Statements of Operations for the Three Months Ended September 30, 2009 and 2008 (Unaudited)
F-2
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)
F-3
Statement of Stockholders Equity (Deficit) from October 3, 2006 (Inception) through September 30, 2009 (Unaudited)
F-4
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)
F-5
Notes to the Financial Statements (Unaudited)
F-6
F-
NEW IMAGE COCEPTS, INC.
(A development stage company)
Balance Sheets
September 30,
2009
(Unaudited)
December 31,
2008
ASSETS
Current Assets:
Cash
$
12,038
$
22,775
Total Current Assets
12,038
22,775
TOTAL ASSETS
$
12,038
$
22,775
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accrued expenses
$
17,775
$
12,075
Total Current Liabilities
17,775
12,075
Stockholders' Equity (Deficit):
Common stock: $0.001 par value; authorized 500,000,000 shares; 296,957,549 shares issued and outstanding
296,958
296,958
Additional paid-in capital
(232,940
)
(232,940
)
Deficit accumulated during the development stage
(69,755
)
(53,318
)
Total Stockholders’ Equity (Deficit)
(5,737
)
10,700
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
For the Three Months Ended September 30,
2008
Revenue
$
-
$
-
Operating Expenses
Professional fees
6,850
2,200
Compensation
1,500
2,000
General and administrative
365
1,841
Total Operating Expenses
8,715
6,041
Net loss
(8,715
)
(6,041
)
Net loss per common share - basic and diluted
$
(0.00
)
$
(0.00
)
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
Revenue
$
-
$
1,630
$
1,630
Operating expenses
Legal and professional fees
9,700
12,533
34,233
Compensation
4,500
3,500
9,500
General and administrative
2,237
8,203
27,652
Total operating expenses
16,437
24,236
71,385
Net loss
(16,437
)
(22,606
)
(69,755
)
Net loss per common share - basic and diluted
$
(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
Additional
Paid-in
Capital
Deficit Accumulated During the Development Stage
Total Stockholder’ Equity (Deficit)
October 3, 2006 (Inception)
19,800,000
$
19,800
$
(18,800
)
$
-
$
1,000
Net loss
(1,750
)
(1,750
)
Balance, December 31, 2006
19,800,000
19,800
(18,800
)
(1,750
)
(750
)
Contribution to capital
125
125
Shares issued for compensation in April 2007 at $0.000051 per share
257,400,000
257,400
(244,400
)
13,000
Shares issued for cash from September 12 through November 13, 2007 at $0.00253 per share
10,751,400
10,752
16,398
27,150
Net loss
(20,875
)
(20,875
)
Balance, December 31, 2007
287,951,400
287,952
(246,677
)
(22,625
)
18,650
Shares issued for cash from January 10, 2008 through March 19, 2008 at $0. 00253 per share
9,006,149
9,006
13,737
22,743
Net loss
(30,693
)
(30,693
)
Balance, December 31, 2008
296,957,549
296,958
(232,940
)
(53,318
)
10,700
Net loss
(16,437
)
(16,437
)
Balance, September 30, 2009
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
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
$
(16,437
)
$
(22,606
)
$
(69,755
)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for compensation
-
-
14,000
Increase in accrued expenses
5,700
450
17,775
Net Cash Used in Operating Activities
(10,737
)
(22,156
)
(37,980
)
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
(10,737
)
587
12,038
CASH AT BEGINNING OF PERIOD
22,775
27,275
-
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.
NOTE 4– SUBSEQUENT EVENTS
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.
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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.
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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
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of management’s responsibility for establishing and maintaining adequate internal control over its financial reporting;
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of management’s assessment of the effectiveness of its internal control over financial reporting as of year end; and
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of the framework used by management to evaluate the effectiveness of the Company’s internal control over financial reporting.
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.
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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.
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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:
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pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
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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
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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.
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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.
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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
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