UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

(Mark One)

x    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended September 30, 2012

 

OR

 

¨    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to ____________

 

Commission file number: 333-170118

 

LICONT, CORP.

(Exact name of registrant as specified in its charter)

 

Nevada		72-1621890
(State or other jurisdiction of		(I.R.S Employer Identification No.)
incorporation or organization)
316 California Avenue, Suite 890, Reno, Nevada		89509
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code 919-933-2720

 

Securities registered under Section 12(b) of the Act:
Title of each class:		Name of each exchange on which registered:
None		None

 

Securities registered under Section 12(g) of the Act:

None

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ¨

 

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  x    No  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes o No  x

 

Aggregate market value of the voting and non-voting common equity held by non-affiliates as of March 31, 2012: $0.

 

As of January 10, 2013, there were approximately 2,590,000 shares of the registrant’s common stock outstanding.

 

 

 EXPLANATORY NOTE

 

This Annual Report on Form 10-K/A is being filed as Amendment No. 1 to our Annual Report on Form 10-K (“Amendment No.1”), which amends and restates our Annual Report on Form 10-K for the fiscal year ended September 30, 2012 (the “Original 10-K”), originally filed on January 15, 2013 with the Securities and Exchange Commission (the “SEC”). This Amendment No. 1 restates the following items:

 

- Part II, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

- Part II, Item 7- Management’s Discussion and Analysis of Financial Condition and Results of Operations;

- Part II, Item 8 - Financial Statements and Supplementary Data;

- Part II, Item 9A- Controls and Procedures;

- Part II, Item 13 – Certain Relationships and Related Transactions, and Director Independence; and

- Part IV, Item 15- Exhibit, Financial Statement Schedules.

 

While the Original 10-K is being amended and restated as a whole, except for the Items noted above, no other information included in the Original 10-K is being amended or updated by this Amendment No. 1. This Amendment No. 1 continues to describe the conditions as of the date of the Original 10-K and, except as contained therein, we have not updated or modified the disclosures contained in the Original 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original 10-K, including any amendment to those filings.

 

This Amendment No. 1 is being filed in order to restate:

 

Our financial statements as of September 30, 2012 by correcting an error in accounting for the Company’s convertible debentures and related party transactions.

  

The restatement relates to our accounting treatment for the Company’s convertible debentures and related party transactions. The Company believed that the convertible debentures and related party transactions were included in the statements.

 

However, in connection with the preparation of its quarterly report on Form 10-Q for the quarter ended December 31, 2012, the Company was notified by Thomas J. Harris CPA (“Harris”), the Company’s independent registered public accountant, that the financial statements as of September 30, 2012 had material errors.  

 

A summary of the effects of this restatement to our financial statements included within this Amendment No. 1 is presented under Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA at Note 2, “Restatement”.

 

This Amendment No. 1 includes a re-issued dual dated audit report of Frazer Frost, LLP, and new officer certifications are being filed as exhibits to this Amendment No. 1.

 

 

TABLE OF CONTENTS

 

		PAGE
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	5
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.	5
Item 8.	Financial Statements and Supplementary Data.	8
Item 9A.	Controls and Procedures.	9
PART III
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	10
PART IV
Item 15.	Exhibits, Financial Statement Schedules.	11
SIGNATURES		13

 

 

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

 

This Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Forward-looking statements discuss matters that are not historical facts.  Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions.  Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees.  Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

 

We cannot predict all of the risks and uncertainties.  Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements.  These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management, any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

 

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors.  Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements.  In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report.  All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

 

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

 

CERTAIN TERMS USED IN THIS REPORT

 

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Licont, Corp.  “SEC” refers to the Securities and Exchange Commission.

 

 

PART II

 

Item 5.          Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Market Information

 

Our shares are traded on the over-the-counter bulletin board operated by the Financial Industry Regulatory Authority (“FINRA”) and the OTCQB under the symbol “LNTP”.  There were no public trades of the Company’s common stock recorded prior to September 5, 2012, at which time the Company’s common stock sold for $3.45 per share.  

 

		High				Low
Fiscal Year 2012
First quarter ended December 31, 2011		$	-				-
Second quarter ended March 31, 2012		$	-				-
Third quarter ended June 30, 2012		$	-				-
Fourth quarter ended September 30, 2012		$	3.70				3.60
Fiscal Year 2011
First quarter ended December 31, 2010		$	-				-
Second quarter ended March 31, 2011		$	-				-
Third quarter ended June 30, 2011		$	-				-
Fourth quarter ended September 30, 2011		$	-				-

 

Holders

 

As of January 15, 2013, there were 23 stockholders of record of the Company’s common stock.

 

Common Stock

 

Our Certificate of Incorporation authorizes the issuance of up to 75,000,000 shares of common stock, par value $0.0001 per share.   As of January 15, 2013, there were 23 stockholders of record holding an aggregate of 2,590,000 shares of common stock.

 

Dividends

 

To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.

 

Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

  

Securities Authorized for Issuance Under Equity Compensation Plans

 

We presently do not have any equity based or other long-term incentive programs.  In the future, we may adopt and establish an equity-based or other long-term incentive plan if it is in the best interest of the Company and our stockholders to do so. 

 

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

 

On September 20, 2012, the Company entered into a Convertible Promissory Note with Amalfi Coast Capital, Inc. The Company received $50,000 with a stated rate of 8% and a maturity date of April 20, 2012. The conversion feature is $3.75 per share.

 

Item 7.          Management’s Discussion and Analysis of Financial Condition and Results of Operation.

 

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition for the fiscal years ended September 30, 2012, and September 30, 2011. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Report. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.  See “Cautionary Statement On Forward-Looking Information.”

 

 

Overview

 

We were incorporated under the laws of Nevada on May 2, 2011. From inception until the closing of the Stock Purchase Agreement, we sought to develop mobile applications for handheld mobile devices. Prior to the Change of Control, we had not generated any revenue and our operations were limited to capital formation, organization and development of our business plan.  As a result of the Change of Control, we ceased our prior operations and are now engaging in the administration of a PI-PPO network.

 

Change of Control

 

On August 31, 2012, we completed the Change of Control, whereby Trevor Robertson acquired 1,500,000 shares outstanding capital stock of Licont, Corp in exchange for $150,000.

 

In connection with the Change of Control, Andro Gvichiya resigned as the sole member of our board of directors and chief executive officer of the Company, effective upon the closing of the Change of Control.  Also effective upon closing of the Change of Control, Trevor Robertson was appointed to fill the vacancy on our Board of Directors created by the resignation of Andro Gvichiya.  In addition, Dr. Robertson was appointed as our President, Chief Executive Officer, Chief Financial Officer and Secretary, all effective upon the closing of the Change of Control.

  

Plan of Operation

 

Our plan is to build a regional multi-disciplinary provider network that can contract with personal injury insurance carriers on a local level throughout the United States. We intend to initially offer our network savings on a contracted cost basis with additional opportunities geared towards claims management and review. The initial provider network lease agreement requires minimal infrastructure. Accordingly, we will create an online interactive database of preferred personal injury providers. All claims and processing flow through the insurance carriers’ existing channels with savings coming from contracted provider agreements.

  

Although we currently do not have any contract with personal injury insurance carriers, we believe it is critical to first establish infrastructure for our provider network before attempting to secure any contracts with personal injury carriers.

 

We intend to appoint provider relations specialists, either as employees or independent contractors to attract and enter into contracts with insurance carriers. Initially, we will rely on existing relationships, with local hospitals, facilities, physicians chiropractors, and physical therapists to build out the network with advertising in specialty specific journals and publication in addition to direct marketing campaigns.

 

Limited Operating History

 

We have not previously demonstrated that we will be able to expand our business. We cannot guarantee that the expansion efforts described in this annual report will be successful. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our renovation services offering.

 

Our independent auditors have issued a going concern opinion that raises substantial doubt about our ability to continue as a going concern. As reflected in the financial statements in this Form 10-K, we are a development stage company with limited operations. We had a net loss of $31,671 since inception (May 2, 2011) through September 30, 2012. We incurred general and administrative expenses of $31,567 for the same period, inception through September 30, 2012. Cash on hand as of September 30, 2012 was $38,973.

  

Results of Operation

 

Revenue: Revenues for the fiscal year ended September 30, 2012 were $0, compared with $0 in fiscal year ended September 30, 2011, reflecting no change as the Company is not generating revenue at this time

 

Total Operating Expenses: Total operating expenses for the fiscal year ended September 30, 2012 were $30,749, compared with $818 in fiscal year ended September 30, 2011, reflecting an increase of $29,931. The increase in fiscal 2012 was primarily attributable to increases in legal and professional fees.

 

 

Loss from Operations: Loss from operations for the fiscal year ended September 30, 2012 were $30,749, compared with $818 in fiscal year ended September 30, 2011, reflecting an increase of $29,931. The increase in loss from operations in fiscal 2012 was primarily attributable to legal and professional fees.

 

Net loss: We incurred a net loss of $30,853 in fiscal 2012 compared to a net loss of $818 in fiscal 2011. 

 

Liquidity and Capital Resources

 

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.

 

As reflected in the accompanying audited financial statements, the Company is in the development stage with limited operations, working capital deficiency, used cash in operations of $31,567 from inception and has a net loss since inception of $31,567. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Recent Accounting Pronouncements

 

In May 2011, the FASB issued guidance to amend certain measurement and disclosure requirements related to fair value measurements to improve consistency with international reporting standards. This guidance is effective prospectively for public entities for interim and annual reporting periods beginning after December 15, 2011, with early adoption by public entities prohibited. The Company is currently evaluating this guidance, but does not expect its adoption will have a material effect on its consolidated financial statements.

 

In June 2011, the FASB issued new guidance on the presentation of comprehensive income that will require a company to present components of net income and other comprehensive income in one continuous statement or in two separate, but consecutive statements. There are no changes to the components that are recognized in net income or other comprehensive income under current GAAP. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011, with early adoption permitted.  The Company is currently evaluating this guidance, but does not expect its adoption will have a material effect on its consolidated financial statements.

 

Off Balance Sheet Transactions

 

None.

 

  

Item 8.           Financial Statements and Supplementary Data.

  

				LICONT, CORP.
				(An Development Stage Enterprise)
				Index to Financial Statements
				Restated
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM				F-1
Balance Sheet:
September 30, 2011 and 2012				F-2
Statements of Operations:
For the years ended September 30, 2011 and 2012 and for the period
from Inception May 2, 2011to September 30, 2012				F-3
Statement of Retained Earnings/(Deficit)
September 30, 2012				F-4
Statements of Cash Flows:
For the years ended September 30, 2011 and 2012 andf for the period
from Inception May 2, 2011to September 30, 2012				F-5
Notes to Financial Statements:
September 30, 2012				F-6

 

 

LICONT, CORP.

(An Development Stage Enterprise)

 Index to Financial Statements

Audited

 

						Restated
		September 30,				September 30,
		2011				2012
ASSETS
Current assets:
Cash		$	22,661			$	38,973
Total current assets			22,661				38,973
Other asset:
Related party receivable			-				9,573
Total other asset			-				9,573
Total assets		$	22,661			$	48,546
LIABILITIES
Current liabilities:
Accounts payable		$	-			$	6,750
Related party loans			179				-
Convertible notes payable							50,167
Total current liabilities			179				56,917
Total liabilities			179				56,917
STOCKHOLDERS' EQUITY/(DEFICIT)
Common stock, $.001 par value, 75,000,000 authorized, 2,590,000 and 2,590,000 shares issued and outstanding			2,590				2,590
Capital in excess of par value			20,710				20,710
Deficit accumulated during the development stage			(818	)			(31,671	)
Total stockholders' equity			22,482				(8,371	)
Total liabilities and stockholders' deficit		$	22,661			$	48,546

 

 

LICONT, CORP.

(An Development Stage Enterprise)

Index to Financial Statements

Audited

 

										(restated)
										Cumulative,
										Inception,
						(restated)				May 2,
		Year ended				Year ended				2011 through
		September 30,				September 30,				September 30,
		2011				2012				2012
Revenue		$	-			$	-			$	-
Operating expenses
General and administrative			818				30,749				31,567
Total operating expenses			818				30,749				31,567
(Loss) from operations			(818	)			(30,749	)			(31,567	)
Other income/(expenses)							(104	)			(104	)
			(818	)			(30,853	)			(31,671	)
Provision/(credit) for taxes on income			-				-				-
Net Income/(loss)		$	(818	)		$	(30,853	)		$	(31,671	)
			.
Basic earnings/(loss) per common share		$	(0.00	)		$	(0.01	)
Weighted average number of shares outstanding			1,511,349				2,590,000

 

 

LICONT, CORP.

(An Development Stage Enterprise)

Index to Financial Statements

Audited

 

														(Deficit)
														Accumulated
										Additional				During the
		Common stock								Paid-in				Development
		Shares				Amount				Capital				Stage				Totals
Balance, May 2, 2011			-			$	-			$	-			$	-			$	-
Founder shares issued			1,500,000				1,500								-				1,500
Common stock issued			1,090,000				1,090				20,710				-				21,800
Net (loss) for the period			-				-				-				(818	)			(818	)
Balance, September 30, 2011			2,590,000				2,590				20,710				(818	)			22,482
Net (loss) for the period, restated															(30,853	)			(30,853	)
Balance, September 30, 2012, restated			2,590,000			$	2,590			$	20,710			$	(31,671	)		$	(8,371	)

 

 

LICONT, CORP.

(An Development Stage Enterprise)

Index to Financial Statements

Audited

 

										(restated)
										Cumulative,
										Inception,
						(restated)				May 2,
		Year ended				Year ended				2011 through
		September 30,				September 30,				September 30,
		2011				2012				2012
Cash flows from operating activities:
Net income (loss)		$	(818	)		$	(30,853	)		$	(31,671	)
Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities:
Forgiveness of debt							(7,779	)
Change in current assets and liabilities:
Other accounts receivable							(63	)			(63	)
Accounts payable and accrued expenses			-				6,917				6,917
Net cash flows from operating activities			(818	)			(31,778	)			(24,817	)
Cash flows from investing activities:
Net cash flows from investing activities			-				-				-
Cash flows from financing activities:
Proceeds from sale of common stock			23,300				-				23,300
Convertible notes payable							50,000				50,000
Related party transaction			179				(1,910	)			(9,510	)
Net cash flows from financing activities			23,479				48,090				63,790
Net cash flows			22,661				16,312				38,973
Cash and equivalents, beginning of period			-				22,661				-
Cash and equivalents, end of period		$	22,661			$	38,973			$	38,973
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:
Interest		$	-			$	-			$	-
Income taxes		$	-			$	-			$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING:
Foregiveness of debt						$	7,779

 

 

LICONT, CORP.

 (A DEVELOPMENT STAGE COMPANY)

RESTATED NOTES TO FINANCIAL STATEMENTS

September 30, 2012

 

Note 1 - Summary of Significant Accounting Policies:

 

General Organization and Business

 

Licont, Corp. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on May 2, 2011. The Company is in the development stage as defined under Accounting Codification Standard, Development Stage Entities (“ASC-915”). The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.

 

Basis of presentation

 

Our accounting and reporting policies conform to U.S. generally accepted accounting principles applicable to exploration stage enterprises. Changes in classification of 2011 amounts have been made to conform to current presentations.

 

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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and cash equivalents

 

For purposes of the statement of cash flows, we consider all cash in banks, money market funds, and certificates of deposit with a maturity of less than three months to be cash equivalents.

 

Property and Equipment

 

The Company values its investment in property and equipment at cost less accumulated depreciation. Depreciation is computed primarily by the straight line method over the estimated useful lives of the assets ranging from five to thirty-nine years.

 

Inventory

 

Inventory is recorded at lower of cost or market; cost is computed on a first-in first-out basis. The inventory consists of imported goods.

 

Accounts receivable

 

Trade receivables are carried at original invoice amount. Accounts receivable are written off to bad debt expense using the direct write-off method. Receivables past due for more than 120 days are considered delinquent. Management determines uncollectible accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions and by using historical experience applied to an aging of accounts. Recoveries of trade receivables previously written off are recorded when received.

 

 

LICONT, CORP.

 (A DEVELOPMENT STAGE COMPANY)

RESTATED NOTES TO FINANCIAL STATEMENTS

September 30, 2012

 

Fair value of financial instruments and derivative financial instruments

 

We have adopted Accounting Standards Codification regarding Disclosure About Derivative Financial Instruments and Fair Value of Financial Instruments. The carrying amounts of cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.

 

Federal income taxes

 

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with Accounting Standards Codification regarding Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. 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. Deferred taxes are provided for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.

 

Net income per share of common stock

 

We have adopted Accounting Standards Codification regarding Earnings per Share, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. We do not have a complex capital structure requiring the computation of diluted earnings per share.

 

Common Stock Registration Expenses

 

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions.  As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.

 

Note 2 - Uncertainty, going concern:

At September 30, 2012, the Company was engaged in an operating business and had suffered losses from development stage activities to date. In addition, the Company has minimal operating funds. Although management is currently attempting to identify business opportunities and is seeking additional sources of equity or debt financing, there is no assurance that these activities will be successful. Accordingly, the Company must rely on its current officer to perform essential functions without compensation unless and until the business generates revenue. No amounts have been recorded in the accompanying financial statements for the value of the officer’s services, as it is not considered material. These factors raise doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

LICONT, CORP.

 (A DEVELOPMENT STAGE COMPANY)

RESTATED NOTES TO FINANCIAL STATEMENTS

September 30, 2012

 

Note 3 - Restatement

The financial statements have been revised to correct an error in accounting for the Company’s convertible debentures and related party transactions. The financials have been restated to comply with generally accepted accounting principles.

 

The following table represents the effects of the restated statements as of September 30, 2012:

 

		Originally
		reported				Restated
Cash		$	25			$	38,973
Related party receivable		$	-			$	9,573
Convertible notes payable		$	-			$	50,167
Retained deficit		$	(30,025	)		$	(31,671	)
General and administrative expenses		$	29,207			$	30,853

 

Note 4 - Related Party Loans:

As of September 30, 2012, The Company received loans from an officer in the amount of $179. The loan was provided for working capital purposes, and is unsecured, non-interest bearing, and has no specific terms of prepayment. The total loans of $7,779 were forgiven due to the change of ownership. The balance of these loans at September 30, 2012 was $0.

 

As of September 30, 2012, The Company loaned its officer an amount of $9,509. The note carries an interest rate of 8% and has no current terms of repayment. The Company has recorded interest receivable of $63.

 

Note 5 – Notes Payable:

On September 20, 2012, The Company entered into a Convertible Promissory Note with Amalfi Coast Capital, Inc. The Company has received $50,000 with a stated rate of 8% and due on April 20, 2013. The conversion feature is $3.75 per share, which is the current market price of the stock.

 

Note 6 - Common Stock:

On May 27, 2011 the Company issued 1,500,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $1,500.

 

As of September 30, 2011 and 2012 the Company had 2,590,000 shares of common stock issued and outstanding.

 

 

LICONT, CORP.

 (A DEVELOPMENT STAGE COMPANY)

RESTATED NOTES TO FINANCIAL STATEMENTS

September 30, 2012

 

Note 7 - Income Taxes:

The provision (benefit) for income taxes for the years ended September 30, 2011, and 2012, were as follows:

 

		Year Ended September 30,
		2011				2012
Current Tax Provision:
Federal-
Taxable income		$	-			$	-
Total current tax provision		$	-			$	-
Deferred Tax Provision:
Federal-
Loss carryforwards		$	278			$	10,208
Change in valuation allowance			(278	)			(10,208	)
Total deferred tax provision		$	-			$	-

 

The Company had deferred income tax assets as of September 30, 2011, and 2012, as follows:

 

		September 30,
		2011				2012
Loss carryforwards		$	278			$	10,208
Less - Valuation allowance			(278	)			(10,208	)
Total net deferred tax assets		$	-			$	-

 

The Company provided a valuation allowance equal to the deferred income tax assets for the years ended September 30, 2011, and 2012, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

 

As of September 30, 2011, and 2012, the Company had approximately $818 and $30,025, respectively, in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and will begin to expire in the year 2037. Due to a change in control (see note 6) the Company may lose its associated tax attributes.

 

Note 8 –Change in Control:

On August 31, 2012, the Company, Andro Gvichiya and Dr. Trevor Robertson entered into and closed a stock purchase agreement, whereby the Purchaser purchased from the Seller, 1,500,000 shares of common stock, par value $0.001 per share, of the Company, representing approximately 57.91% of the issued and outstanding shares of the Company, for an aggregate purchase price of $150,000. Prior to the closing of the Stock Purchase Agreement, Seller was our President, Chief Executive Officer, Chief Financial Officer, sole director, and majority shareholder

 

 

LICONT, CORP.

 (A DEVELOPMENT STAGE COMPANY)

RESTATED NOTES TO FINANCIAL STATEMENTS

September 30, 2012

 

Andro Gvichiya submitted to the Company a resignation letter pursuant to which he resigned from his position as director of the Company. In addition, Mr. Gvichiya resigned from his position as President, Chief Executive Officer, and Chief Financial Officer of the Company. The resignation of Mr. Gvichiya was not a result of any disagreements relating to the Company’s operations, policies or practices.

 

Note 9 - Recent Accounting Pronouncements:

 In May 2011, the FASB issued guidance to amend certain measurement and disclosure requirements related to fair value measurements to improve consistency with international reporting standards. This guidance is effective prospectively for public entities for interim and annual reporting periods beginning after December 15, 2011, with early adoption by public entities prohibited. The Company is currently evaluating this guidance, but does not expect its adoption will have a material effect on its consolidated financial statements.

 

In June 2011, the FASB issued new guidance on the presentation of comprehensive income that will require a company to present components of net income and other comprehensive income in one continuous statement or in two separate, but consecutive statements. There are no changes to the components that are recognized in net income or other comprehensive income under current GAAP. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011, with early adoption permitted.  The Company is currently evaluating this guidance, but does not expect its adoption will have a material effect on its consolidated financial statements.

 

 

Item 9A.    Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

  

Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) as of September 30, 2012, the end of the period covered by this report. Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of disclosure controls and procedures can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. The design of any system of disclosure controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded in our original Annual Report on Form 10-K for the year ended September 30, 2012 that our disclosure controls and procedures were effective such that the information required to be disclosed in our reports filed or submitted under the Exchange Act was: (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Subsequent to the evaluation made in connection with the original filing and in connection with the restatement of our financial statements included in this Amendment No. 1 to Annual Report on Form 10-K/A, our management has re-evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures. Based upon that re-evaluation, our Chief Executive Officer and Chief Financial Officer concluded that because of the material weaknesses in the internal control over financial reporting discussed below, our disclosure controls and procedures were not effective as of September 30, 2012.

 

Management's Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Our internal control system was designed to, in general, provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

In connection with the filing of our original Annual Report on Form 10-K for the period ended September 30, 2012 on February 15, 2012 , our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our internal control over financial reporting as of September 30, 2012, and based on that evaluation they concluded that our internal control over financial reporting was not effective. In connection with the restatement of our financial statements included in this Amendment No. 1 to Annual Report on Form 10-K/A, our management has re-evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our internal control over financial reporting as of the end of the period covered by this report pursuant to Rule 13a-15(c) and 15d-15(c) under the Exchange Act.

 

The framework used by management in making that assessment was the criteria set forth in the document entitled “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that re-evaluation due to material weaknesses identified below, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of September 30, 2012 in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure, because of material weaknesses in its internal controls over financial reporting.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control our financial reporting as of September 30, 2012, the Company determined that the following items constituted material weaknesses:

 

•	The Company does not have policies and procedures in place to ensure the timely review, disclosure and accurate financial reporting for significant agreements and transactions.
•	The Company does not have an independent audit committee in place, which would provide oversight of the Company’s officers, operations and financial reporting function.

 

•	Management failed to identify, value and disclose the impact of convertible debentures, related party transactions and the resulting liability, which resulted in this restatement included in Amendment No. 1 to Annual Report on Form 10-K/A for the year ended September 30, 2012.

 

Changes in Internal Control over Financial Reporting

 

No change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended September 30, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

PART III

 

Item 13.       Certain Relationships and Related Transactions, and Director Independence.

 

Transactions with Related Persons

 

Since inception to September 30, 2012, the Company received loans from its former officer, Andro Gvichiya in the amount of $7,779. The loans were provided for working capital purposes, and are unsecured, non-interest bearing, and have no specific terms of prepayment. These loans of $7,779 were forgiven due to the change of ownership. The balance of these loans at September 30, 2012 was $0.

 

As of September 30, 2012, the Company loaned its officer an amount of $9,509. The note carries an interest rate of 8% and has no current terms of repayment. The Company has recorded interest receivable of $63.

 

Director Independence

 

We do not have any independent directors. Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination.  NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  The NASDAQ listing rules provide that a director cannot be considered independent if:

 

●	the director is, or at any time during the past three years was, an employee of the company;
●	the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

 

●	a family member of the director is, or at any time during the past three years was, an executive officer of the company;
●	the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

 

●	the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or
●	the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

 

Trevor Robertson is not considered independent because he is an executive officer of the Company.

 

We do not currently have a separately designated audit, nominating or compensation committee.

 

 

PART IV

 

Item 15.       Exhibits, Financial Statement Schedules.

 

(a) The following documents are filed as part of this report:

 

Financial Statements: See “Index to Consolidated Financial Statements” in Part II, Item 8 of this Report.

 

Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.

 

(b) The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included.

 

Certain of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:

 

●	may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;

 

●	may apply standards of materiality that differ from those of a reasonable investor; and
●	were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.

 

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.

 

Exhibit Number			Description
3.1			Certificate of Incorporation [incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 18, 2011 (“Form S-1”)]
3.2			Bylaws [incorporated by reference to Exhibit 3.2 to the Form S-1]
10.1			Stock Purchase Agreement [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2012]
31.1			Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	*		XBRL Instance Document
101.SCH	*		XBRL Taxonomy Schema
101.CAL	*		XBRL Taxonomy Calculation Linkbase
101.DEF	*		XBRL Taxonomy Definition Linkbase
101.LAB	*		XBRL Taxonomy Label Linkbase
101.PRE	*		XBRL Taxonomy Presentation Linkbase

 

In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

 

* Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	LICONT CORP.
Dated: February 22, 2013	By:	/s/ Trevor Robertson
		Trevor Robertson President, Chief Executive Officer, and Chief Financial Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Name		Title		Date
/s/Trevor Robertson		President, Chief Executive Officer,		February 22, 2013
Trevor Robertson		Chief Financial Officer, and Director
		(Principal Executive, Financial, and Accounting Officer)