UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

 

FORM 10-Q

_______________

(Mark One)

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

 

For the quarterly period ended December 31, 2012 

or

 

o 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 incorporation or organization)		(I.R.S Employer Identification No.)

 

316 California Avenue, Suite 89-

Reno, Nevada 89509

 (Address of principal executive offices) (Zip Code)

 _______________

 

919-933-2720

 (Registrant’s telephone number, including area code)

 

n/a

 (Former name, former address and former fiscal year, if changed since last report)

 

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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x    No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes 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 “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer o     Accelerated Filer o     Non-Accelerated Filer o (Do not check if a smaller reporting company)    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 February 19, 2013: 2,590,000 shares of common stock.

 

 

LICONT CORP.

 

FORM 10-Q

 

December 31, 2012

 

INDEX

 

PART I -- FINANCIAL INFORMATION
Item 1.	Financial Statements		F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		9
Item 3	Quantitative and Qualitative Disclosures About Market Risk		11
Item 4	Control and Procedures		11
PART II -- OTHER INFORMATION
Item 1	Legal Proceedings		11
Item 1A	Risk Factors		11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		11
Item 3.	Defaults Upon Senior Securities		11
Item 4.	Mine Safety Disclosures		11
Item 5.	Other Information		12
Item 6.	Exhibits		12
SIGNATURES			13

 

 

				LICONT, CORP.
				(A Development Stage Enterprise)
				Index to Financial Statements
				Unaudited
Balance Sheet:
September 30, 2012 (restated) and December 31, 2012				F-1
Statements of Operations:
For the three months ended December 31, 2011 and 2012 and for the period
from Inception May 2, 2011to December 31, 2012				F-2
Statements of Cash Flows:
For the three months ended December 31, 2011 and 2012 and for the period
from Inception May 2, 2011to December 31, 2012				F-3
Notes to Financial Statements:
December 31, 2012				F-4

 

 

PART I – FINANCIAL INFORMATION

 

Item 1.

Financial Statements.

 

LICONT, CORP.
(A Development Stage Enterprise)
Index to Financial Statements
		Audited				Unaudited
		September 30,				December 31,
		2012				2012
		(restated)
ASSETS
Current assets:
Cash		$	38,973			$	15,362
Total current assets			38,973				15,362
Other assets
Related party receivable			9,573				42,233
Total other assets			9,573				42,233
Total assets		$	48,546			$	57,595
LIABILITIES
Current liabilities:
Accounts payable		$	6,750			$	3,700
Notes payable			50,167				101,333
Total current liabilities			56,917				105,033
Total liabilities			56,917				105,033
STOCKHOLDERS' 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			(31,671	)			(70,738	)
Total stockholders' equity			(8,371	)			(47,438	)
Total liabilities and stockholders' deficit		$	48,546			$	57,595

 

 

LICONT, CORP.
(A Development Stage Enterprise)
Index to Financial Statements
										(restated)
										Cumulative,
										Inception,
		Three months				Three months				May 2,
		ended				ended				2011 through
		December 31,				December 31,				December 31,
		2011				2012				2012
Revenue		$	-			$	-			$	-
Operating expenses
General and administrative			6,073				37,471				69,897
Total operating expenses			6,073				37,471				69,897
(Loss) from operations			(6,073	)			(37,471	)			(69,897	)
Other income/(expense)							(1,596	)			(841	)
			(6,073	)			(39,067	)			(70,738	)
Provision/(credit) for taxes on income			-				-				-
Net Income/(loss)		$	(6,073	)		$	(39,067	)		$	(70,738	)
Basic earnings/(loss) per common share		$	(0.00	)		$	(0.02	)
Weighted average number of shares outstanding			2,590,000				2,590,000

 

 

LICONT, CORP.
(A Development Stage Enterprise)
Index to Financial Statements
										(restated)
										Cumulative,
										Inception,
		Three months				Three months				May 2,
		Ended				Ended				2011 through
		December 31,				December 31,				December 31,
		2011				2012				2012
Cash flows from operating activities:
Net income (loss)		$	(6,073	)		$	(39,067	)		$	(70,738	)
Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities:
Forgiveness of debt
Change in current assets and liabilities:
Other receivables							(430	)			(493	)
Accounts payable and accrued expenses			-				(1,883	)			5,033
Net cash flows from operating activities			(6,073	)			(41,380	)			(66,198	)
Cash flows from investing activities:
Net cash flows from investing activities			-				-				-
Cash flows from financing activities:
Proceeds from sale of common stock							-				23,300
Procees from note payable							50,000				100,000
Related party transaction							(32,232	)			(41,741	)
Net cash flows from financing activities			-				17,768				81,559
Net cash flows			(6,073	)			(23,612	)			15,361
Cash and equivalents, beginning of period			22,661				38,973				-
Cash and equivalents, end of period		$	16,588			$	15,361			$	15,361
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 ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

December 31, 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.

 

Interim Financial Information

 

In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to present fairly the Company’s financial position as of December 31, 2012 and the results of its operations for the three month period ended December 31, 2012 and 2011 and its cash flows for three month period ended December 31, 2012 and 2011.

 

The quarterly financial statements are presented in accordance with the requirements of Form 10-Q and do not include all of the disclosures required by accounting principles generally accepted in the United States of America.  For additional information, reference is made to the Company’s audited financial statements filed with Form 10-K for the years ended September 30, 2012.  The results of operations for the three month period ended December 31, 2012 and 2011 are not necessarily indicative of operating results for the full year.

 

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 ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

December 31, 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 December 31, 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 ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

December 31, 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.

 

As of December 31, 2012, The Company loaned an additional $32,232 to its officer. The note carries an interest rate of 8% and has no current terms of repayment. The Company has interest receivable of $493 as of December 31, 2012.

 

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.

 

On December 13, 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 June 13, 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 ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

December 31, 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 ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

December 31, 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 2.

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

    

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 $30,025 since inception (May 2, 2011) through September 30, 2012. We incurred professional fees totaling $28,921, consulting fees totaling $0, and general and administrative expenses of $286 for the same period, inception through September 30, 2012. Cash on hand as of September 30, 2012 was $25.

  

Results of Operation

 

Revenue: Revenues for the quarter ended December 31, 2012 were $[ ], compared with $[ ] in quarter ended December 31, 2011, reflecting [ ] change as the Company is not generating revenue at this time

 

Total Operating Expenses: Total operating expenses for the quarter ended December 31, 2012 were $[ ], compared with $[ ] in quarter ended December 31, 2011, reflecting an increase of $[ ]. The increase in quarter ended December 31, 2012 was primarily attributable to increases in legal and professional fees.

 

Loss from Operations: Loss from operations for the quarter ended December 31, 2012 were $[ ], compared with $[ ] in quarter ended December 31, 2011, reflecting an increase of $[ ]. The increase in loss from operations in quarter ended December 31, 2012 was primarily attributable to legal and professional fees.

 

Net loss: We incurred a net loss of $[ ] in quarter ended December 31, 2012 compared to a net loss of $[ ] in the comparable period in 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 $[ ] from inception and has a net loss since inception of $[ ]. 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 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

Smaller reporting companies are not required to provide such information.

 

Item 4.

Controls and Procedures.

 

Evaluation of Disclosure Controls

 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Principal Financial Officer (“PFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and PFO concluded that the Company’s disclosure controls and procedures are effective  to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in internal control over financial reporting

 

There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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 because we are a smaller reporting company.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

On December 13, 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 due on June 13, 2013. The conversion feature is $3.75 per share, which is the current market price of the stock.

 

Item 3.

Defaults Upon Senior Securities.

 

None.

 

Item 4.

Mine Safety Disclosures.

 

Not applicable.

 

 

Item 5.

Other Information.

 

None.

 

Item 6.

Exhibits.

 

Exhibit Number		Exhibit Title
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 18 U.S.C. Section 1350 as adopted pursuant to 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 the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	LICONT CORP.
Date: February 22, 2013	By:	/s/ Trevor Robertson
		Trevor Robertson
		President and  Chief Executive Officer (Duly Authorized Officer, Principal  Executive Officer and Principal  Financial Officer)