UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 10-K
(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, 2014
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 |
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72-1621890 |
(State or other jurisdiction of |
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(I.R.S Employer Identification No.) |
incorporation or organization) |
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316 California Avenue, Suite 890, Reno, Nevada |
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89509 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code 919-933-2720
Securities registered under Section 12(b) of the Act: |
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Title of each class: |
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Name of each exchange on which registered: |
None |
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None |
Securities registered under Section 12(g) of the Act: |
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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 ¨
No x
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 |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
x |
(Do not check if a smaller reporting company) |
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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, 2014: $0.
As of December 30, 2014, there were approximately
2,710,000 shares of the registrant’s common stock outstanding.
TABLE OF CONTENTS
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PAGE |
PART I |
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Item 1. |
Business. |
4 |
Item 1A. |
Risk Factors. |
6 |
Item 1B. |
Unresolved Staff Comments. |
6 |
Item 2. |
Properties. |
7 |
Item 3. |
Legal Proceedings. |
7 |
Item 4. |
Mine Safety Disclosures. |
7 |
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PART II |
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Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities. |
7 |
Item 6. |
Selected Financial Data. |
8 |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operation. |
8 |
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. |
10 |
Item 8. |
Financial Statements and Supplementary Data. |
10 |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
11 |
Item 9A. |
Controls and Procedures. |
11 |
Item 9B. |
Other Information. |
12 |
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PART III |
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Item 10. |
Directors, Executive Officers and Corporate Governance. |
12 |
Item 11. |
Executive Compensation. |
13 |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
14 |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
15 |
Item 14. |
Principal Accounting Fees and Services. |
16 |
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PART IV |
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Item 15. |
Exhibits, Financial Statement Schedules. |
16 |
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SIGNATURES |
16 |
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 I
Business Overview
We are a company engaging in the development
of a multidisciplinary personal injury-preferred provider network that will offer contracting auto insurance carriers and their
injured patient’s access to the Company’s national network of personal injury preferred providers. The Company’s
personal injury network will include physicians, chiropractors, physical therapists, imaging facilities, hospitals and ambulatory
services.
Furthermore, the Company will offer a
network specifically tailored to the auto accident medical market offering comprehensive savings through its national network
of contracted preferred auto accident providers.
The Company will offer a managed medical
solution tailored to auto insurance carriers and the $500 billion per year auto accident medical market.
We have generated no revenue to date.
We have been developing the Preferred Provider Network and are currently in contract negotiations with chiropractors, physicians,
imaging facilities and hospitals.
Failure to Obtain Financing
Licont was unable to secure funding and
as such we have not been able to develop our insurance outreach as planned. We had divided our business model into two phases,
with the initial phase being to conduct outreach to the provider side and the second phase being to the insurance side. We had
transitioned from phase one to phase two based on the understanding that the required financing was secured.
Based on this assurance we moved to phase
two and had a very positive response from the insurance side. The goal was to then move towards offering a trial in a regional
test market but unfortunately the second half of our previously promised financing was repeatedly delayed then fell through. This
in turn forced us to shelve all further development while further revealing our financial weakness and vulnerability to the insurance
partners we were trying to assure.
Therefore, our development over the past
24 month has been one of constant restraint, with growth and development constantly hampered and or delayed as a result of promised
financing either being delayed, decreased or not materializing. Based on the past 24 months financial constraints and with no
additional funding available there seems to be no way that the Company’s existing managed medical solution can be fully
developed or brought to market.
Our Corporate History and Background
We were incorporated under the laws of
Nevada on May 2, 2011. From inception until the closing of the change of control (the “Change of Control”), disclosed
in the Current Report on Form 8-K filed with the SEC on September 14, 2012, 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.
In the future, we plan to change our name
to more accurately reflect our new business operations.
Business Model
In the event we are able to obtain financing,
we intend to follow a business model that is focused on developing a proprietary medical management system that is similar
to savings offered through PPO organizations, except our network is not a health plan but rather an independent preferred provider
network that will focus on personal injury. This system will include a multidisciplinary preferred provider network offering contracted
insurance carriers ongoing savings though leasing or contacting with our preferred provider network of providers who have agreed
to a contracted rate. Additionally, the network will offer participating providers equitable compensation that is resource based,
cost-effective and sustainable.
There are three distinct segments of medical
care within the medical arena: health insurance, workers compensation, and personal injury.
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1. |
Health Insurance: includes carriers such as: Blue Cross, Blue Shield,
Aetna Medicare and many others. Over the past fifteen years, this sector has increasingly relied on preferred provider networks
to manage medical costs. |
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2. |
Workers Compensation: includes work-related injuries. This sector
has recently begun to offer preferred provider networks as a managed medical options. |
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3. |
Personal Injury: this represents all accident or injuries involving
liability. Typically, personal injury claims are handled on antiquated open source fee-for-service model with no preferred
provider or managed model. Licont is looking to be the first to offer Preferred Provider Network savings in addition to claims
review management and tracking to finally offer a managed medical solution to personal injury risk management. |
Licont through its Personal Injury Preferred
Provider Network intends to offer contracting carriers an initial savings of 20% on medical claims. Personal injury settlements,
which include compensation for pain and suffering, are often based on a factor of medical bills. Attorney fees are typically 4-5
times medical bills with carriers typically looking to settle claims for 2-3 times medicals. This puts Licont in a unique position
to offer significant additional savings to all contracting carriers. A 20% medical payments savings would therefore result in
a 40 to 50% total settlement compensation savings for all contracted carriers
Furthermore, personal injury medical fraud
is estimated to exceed $1 billion a year per state. By offering a credentialed and well vetted network of preferred providers
Licont will be able to offer its participating providers fair equitable and sustainable reimbursement, while also offering the
carries additional savings through medical fraud management and prevention.
Products
Our product will be our multi-disciplinary
personal injury preferred provider network (PIPN) that will be comprised of hospitals, physicians, imaging facilities, chiropractors,
physical therapists and ambulatory services.
The following shows our PIPN website,
which offers online electronic provider enrollment
Plan of Operation
Our plan, pending the receipt of necessary
financing, 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.
Research and Development
Licont is actively developing and implementing
its PIPN.net website. Expenditures for research activities relating to the development and implementation of the PIPN web site
to date amounted to $21,315. Pilot surveys and provider feedback tests that showed
an 82% approval rating amounted to an additional $8,190.00.
Competition
There is currently no known competition
like Licont offering a specifically tailored solution to the accident and liability claims arena.
Intellectual Property
The Company designed and developed an
electronic provider application and credentialing system used on our web site. This allows us to access shared provider data available
through other health related database sites including CAQH. This streamlines what was typically a 22 page application into a simple
online electronic provider application that takes less than 5 minutes to complete. This application then gives Licont permission
to access a universal provider database held through CAQH. Licont in turn has contracted with CAQH to receive all required information
on requesting applicants with integration of an otherwise lengthy and costly process of provider application and credentialing.
At this time, the Company has not applied for any patents related to the online credentialing system, nor do we intend to.
The Company owns the domain name, PIPN.net.
Governmental Approval and Regulation
We are not aware of the need for any governmental
approvals of our products.
Environmental Laws
We do not believe that we will be subject
to any environmental laws either state or federal. Any laws concerning manufacturing will be the responsibility of the contract
manufacturer.
Employees
As of the September 30, 2014 we have terminated
our only full time employee and remain with just a sole officer and director. From time to time, we may hire additional workers
on a contract basis as finances allow.
Item 1A. Risk
Factors.
Smaller reporting companies are not required
to provide the information required by this item.
Item 1B. Unresolved
Staff Comments.
Smaller reporting companies are not required
to provide the information required by this item.
Item 2. Properties.
The Company neither rents nor owns any
properties. Our principal executive offices are located in 5616 La Jolla Blvd La Jolla, CA 92037. We use this property free of
charge. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities
of, or interests in, persons primarily engaged in real estate activities.
Item 3. 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 4. Mine
Safety Disclosures.
Not applicable.
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.
Price Range of Common Stock
The following table shows, for the periods
indicated, the high and low bid prices per share of our common stock as reported by the OTCBB quotation service. The quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions.
| |
High | | |
Low | |
Fiscal Year 2013 | |
| | | |
| | |
First quarter ended December 31, 2012 | |
$ | 6.50 | | |
| 3.50 | |
Second quarter ended March 31, 2013 | |
$ | 7.40 | | |
| 6.01 | |
Third quarter ended June 30, 2013 | |
$ | 7.71 | | |
| 6.60 | |
Fourth quarter ended September 30, 2013 | |
$ | 8.69 | | |
| 7.40 | |
| |
| | | |
| | |
Fiscal Year 2014 | |
| | | |
| | |
First quarter ended December 31, 2013 | |
$ | 8.58 | | |
| 6.75 | |
Second quarter ended March 31, 2014 | |
$ | 7.01 | | |
| 5.50 | |
Third quarter ended June 30, 2014 | |
$ | 6.61 | | |
| 5.70 | |
Fourth quarter ended September 30, 2014 | |
$ | 6.20 | | |
| 5.33 | |
Holders
As of December 30, 2014, 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 December 30, 2014, there
were 13 stockholders of record holding an aggregate of 2,710,000 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 February 28, 2014, The Company entered
into a Convertible Promissory Note with Amalfi Coast Capital, Inc. The Company has received $60,000 with a stated rate of 8% and
due on February 28, 2015. This note has conversion feature that allows the lender to convert this note at a rate of $3.75 per
share. The Company has recorded a beneficial conversion feature of $40,800.
On October 18, 2013, the Company issued
20,000 shares of common stock at a price of $3.75 per share for total cash proceeds of $75,000.
On April 12, 2014, the Company issued
50,000 shares of common stock at a price of $3.75 per share for total cash proceeds of $187,500.
These shares were issued in reliance on
the exemption under Section 4(2) of the Securities Act. These shares of our common stock qualified for exemption under Section
4(2) since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as
defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering
and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors.
In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to and received share
certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the Act. This restriction ensures
that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.”
Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities
Act for this transaction.
Item 6. Selected Financial
Data. |
Smaller reporting companies are not required
to provide the information required by this item.
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, 2014, and September 30, 2013. 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.
Failure to Obtain Financing
Licont was unable to secure funding and
as such we have not been able to develop our insurance outreach as planned. We had divided our business model into two phases,
with the initial phase being to conduct outreach to the provider side and the second phase being to the insurance side. We had
transitioned from phase one to phase two based on the understanding that the required financing was secured.
Based on this assurance we moved to phase
two and had a very positive response from the insurance side. The goal was to then move towards offering a trial in a regional
test market but unfortunately the second half of our previously promised financing was repeatedly delayed then fell through. This
in turn forced us to shelve all further development while further revealing our financial weakness and vulnerability to the insurance
partners we were trying to assure.
Therefore, our development over the past
24 month has been one of constant restraint, with growth and development constantly hampered and or delayed as a result of promised
financing either being delayed, decreased or not materializing. Based on the past 24 months financial constraints and with no
additional funding available there seems to be no way that the Company’s existing managed medical solution can be fully
developed or brought to market.
Plan of Operation
In the event we are able to obtain financing
in the future, 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 $638,146 since
inception (May 2, 2011) through September 30, 2014. We incurred general and administrative expenses of $595,602 for the same period,
inception through September 30, 2014. Cash on hand as of September 30, 2014 was $42,887.
Results of Operation
Revenue: Revenues for the fiscal
year ended September 30, 2014 were $0, compared with $0 in fiscal year ended September 30, 2013, 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, 2014 were $270,810, compared with $293,225 in fiscal year ended
September 30, 2013. The decrease in operating expenses is a reduction in accounting, legal, consulting, employment and other associated
costs.
Loss
from Operations: Loss from operations for the fiscal year ended September 30, 2014 were $270,810, compared with $293,225 in
fiscal year ended September 30, 2013. The decrease in loss from operations in fiscal 2014 was primarily attributable to the decrease
in operating expenses connected to accounting, legal, consulting, employment and associated costs.
Net loss: We incurred a net loss
of $305,922 in fiscal year 2014 compared to a net loss of $300,554 in fiscal year 2013.
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 $591,413 from inception through September 30, 2014 and has a net loss since inception through September 30, 2014
of $638,146. 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.
Critical Accounting Policies
Basis of presentation
The accompanying financial statements
have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to
the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting
of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of
operations and cash flows of the Company as of and for the year ending September 30, 2014 and 2013.
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
The Company maintains a cash balance in
a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash
flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.
There were no cash equivalents as of September 30, 2014 and 2013.
Fair value of financial instruments
and derivative financial instruments
The Company’s financial instruments
include cash, accounts payable, and notes payable. All instruments are accounted for on a historical cost basis, which, due to
the short maturity of these financial instruments, approximates fair value at September 30, 2014 and 2013. The Company did not
engage in any transaction involving derivative instruments.
Federal income taxes
Potential benefits of income tax losses
are not recognized in the accounts until realization is more likely than not. The Company has adopted Accounting Standards Codification
740.10.05 “Accounting for Income Taxes” as of its inception. Pursuant to Accounting Standards Codification 740.10.05,
the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefits of net operating
losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not
it will utilize the net operating losses carried forward in future years for the.
Net income per share of common stock
Net loss per share is provided in accordance
with FASB ASC 260-10, “Earnings per Share”. Basic net loss per common share ("EPS") is computed by dividing
income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings
per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common
shares were issued, unless doing so is anti-dilutive.
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.
Recent Accounting Pronouncements
As of and for the years ended September
30, 2014 and 2013, the Company does not expect any of the recently issued accounting pronouncements to have a material impact
on its financial condition or results of operations.
Off Balance Sheet Transactions
None.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
Smaller reporting companies are not required
to provide the information required by this item.
Item 8. Financial
Statements and Supplementary Data.
LICONT, CORP. |
(A Development Stage Enterprise) |
Table of Contents |
Audited |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
F-1 |
|
|
Balance Sheets: |
|
September 30, 2014 and September 30, 2013 |
F-2 |
|
|
Statements of Operations: |
|
For the year ended September 30, 2014 and 2013
and for the period from Inception May 2, 2011to September 30, 2014 |
F-3 |
|
|
Statement of Shareholders' Deficit |
|
September 30, 2014 |
F-4 |
|
|
Statements of Cash Flows: |
|
For the year ended September 30, 2014 and 2013
and for the period from Inception May 2, 2011 to September 30, 2014 |
F-5 |
|
|
Notes to Financial Statements: |
|
September 30, 2014 |
F-6 |
HARRIS & GILLESPIE
CPA’S, PLLC
CERTIFIED PUBLIC
ACCOUNTANT’S
3901 STONE WAY
N., SUITE 202
SEATTLE, WA 98103
206.547.6050
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Licont, Corp.
We have audited the accompanying balance
sheets of Licont, Corp. (A Development Stage Company) as of September 30, 2014 and September 30, 2013, and the related statements
of operations, stockholders’ deficit and cash flows for the periods then ended, and for the period from May 2, 2011 (inception)
to September 30, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The
company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of Licont, Corp. (A Development Stage Company)
as of September 30, 2014 and September 30, 2013 and the results of its operations and cash flows for the periods then ended and
for the period from May 2, 2011 (inception) to September 30, 2014 in conformity with generally accepted accounting principles
in the United States of America.
The accompanying financial statements
have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements,
although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability
to continue as a going concern. Management’s plan in regard to these matters is also described in Note # 2. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ HARRIS & GILLESPIE CPA’S, PLLC
Seattle, Washington
November 4, 2014
LICONT, CORP.
(A Development Stage Enterprise)
Balance Sheets
| |
Audited | | |
Audited | |
| |
September 30, | | |
September 30, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
ASSETS | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash | |
$ | 42,887 | | |
$ | 2,162 | |
Total current
assets | |
| 42,887 | | |
| 2,162 | |
| |
| | | |
| | |
Total
assets | |
$ | 42,887 | | |
$ | 2,162 | |
| |
| | | |
| | |
LIABILITIES | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable and accrued
expenses | |
$ | 23,933 | | |
$ | 4,500 | |
Notes payable | |
| 143,000 | | |
| 108,121 | |
Accrued rent, related party | |
| - | | |
| 4,500 | |
Accrued
expenses, related party | |
| - | | |
| 6,466 | |
Total current
liabilities | |
| 166,933 | | |
| 123,587 | |
| |
| | | |
| | |
Total liabilities | |
| 166,933 | | |
| 123,587 | |
| |
| | | |
| | |
STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| |
| | | |
| | |
Common
stock, $.001 par value, 75,000,000 authorized, 2,710,000 and 2,640,000 shares issued
and outstanding | |
| 2,710 | | |
| 2,640 | |
Capital in excess of par value | |
| 511,390 | | |
| 208,160 | |
Deficit
accumulated during the development stage | |
| (638,146 | ) | |
| (332,225 | ) |
Total stockholders'
equity | |
| (124,046 | ) | |
| (121,425 | ) |
Total
liabilities and stockholders' deficit | |
$ | 42,887 | | |
$ | 2,162 | |
LICONT, CORP.
(A Development Stage Enterprise)
Statements of Operations
Audited
| |
| | |
| | |
Cumulative, | |
| |
| | |
| | |
Inception, | |
| |
| | |
| | |
May 2, | |
| |
Year ended | | |
Year ended | | |
2011 through | |
| |
September 30, | | |
September 30, | | |
September 30, | |
| |
2014 | | |
2013 | | |
2014 | |
| |
| | |
| | |
| |
Revenue | |
$ | - | | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | |
General and
administrative | |
| 270,810 | | |
| 293,225 | | |
| 595,602 | |
| |
| | | |
| | | |
| | |
Total
operating expenses | |
| 270,810 | | |
| 293,225 | | |
| 595,602 | |
(Loss) from operations | |
| (270,810 | ) | |
| (293,225 | ) | |
| (595,602 | ) |
| |
| | | |
| | | |
| | |
Other
income/(expense) | |
| (35,112 | ) | |
| (7,329 | ) | |
| (42,544 | ) |
| |
| (305,922 | ) | |
| (300,554 | ) | |
| (638,146 | ) |
Provision/(credit) for taxes on
income | |
| - | | |
| - | | |
| - | |
Net
Income/(loss) | |
$ | (305,922 | ) | |
$ | (300,554 | ) | |
$ | (638,146 | ) |
| |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Basic earnings/(loss) per common share | |
$ | (0.11 | ) | |
$ | (0.11 | ) | |
| | |
| |
| | | |
| | | |
| | |
Weighted average number of shares outstanding | |
| 2,675,000 | | |
| 2,631,667 | | |
| | |
LICONT, CORP
(A Development Stage Enterprise)
Statement of Shareholders'
Deficit
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 | |
| | | |
| | | |
| | | |
| (30,853 | ) | |
| (30,853 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, September 30, 2012 | |
| 2,590,000 | | |
| 2,590 | | |
| 20,710 | | |
| (31,671 | ) | |
| (8,371 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued | |
| 50,000 | | |
| 50 | | |
| 187,450 | | |
| | | |
| 187,500 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net (loss) for the period | |
| | | |
| | | |
| | | |
| (300,554 | ) | |
| (300,554 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, September 30, 2013 | |
| 2,640,000 | | |
| 2,640 | | |
| 208,160 | | |
| (332,225 | ) | |
| (121,425 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued | |
| 70,000 | | |
| 70 | | |
| 262,430 | | |
| | | |
| 262,500 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Addition for discount on convertible note | |
| | | |
| | | |
| 40,800 | | |
| | | |
| 40,800 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net (loss) for the period | |
| | | |
| | | |
| | | |
| (305,921 | ) | |
| (305,921 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, September 30, 2014 | |
| 2,710,000 | | |
$ | 2,710 | | |
$ | 511,390 | | |
$ | (638,146 | ) | |
$ | (124,046 | ) |
LICONT,
CORP.
(A Development
Stage Enterprise)
Statements of Cash
Flows
Audited
| |
| | |
| | |
(Restated) | |
| |
| | |
| | |
Cumulative, | |
| |
| | |
| | |
Inception, | |
| |
| | |
| | |
May 2, | |
| |
Year ended | | |
Year ended | | |
2011 through | |
| |
September 30, | | |
September 30, | | |
September 30, | |
| |
2014 | | |
2013 | | |
2014 | |
| |
| | |
| | |
| |
Cash flows from operating activities: | |
| | | |
| | | |
| | |
Net income (loss) | |
$ | (305,922 | ) | |
$ | (300,554 | ) | |
$ | (638,146 | ) |
| |
| | | |
| | | |
| | |
Adjustments to reconcile net (loss) to cash | |
| | | |
| | | |
| | |
provided (used) by developmental
stage activities: | |
| | | |
| | | |
| | |
Interest expense | |
| 10,480 | | |
| | | |
| 18,496 | |
Amortization of
note discount | |
| 23,800 | | |
| | | |
| 23,800 | |
Change in current assets and liabilities: | |
| | | |
| | | |
| | |
Other receivables | |
| | | |
| | | |
| (63 | ) |
Accounts
payable and accrued expenses | |
| (167 | ) | |
| (2,250 | ) | |
| 4,500 | |
Net
cash flows from operating activities | |
| (271,809 | ) | |
| (302,804 | ) | |
| (591,413 | ) |
| |
| | | |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Net
cash flows from investing activities | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | | |
| | |
Proceeds
from sale of common stock | |
| 262,500 | | |
| 187,500 | | |
| 473,300 | |
Proceeds
from note payable | |
| 60,000 | | |
| 57,954 | | |
| 160,000 | |
Related
party transaction | |
| (9,966 | ) | |
| 20,539 | | |
| 1,000 | |
Net
cash flows from financing activities | |
| 312,534 | | |
| 265,993 | | |
| 634,300 | |
Net cash flows | |
| 40,725 | | |
| (36,811 | ) | |
| 42,887 | |
| |
| | | |
| | | |
| | |
Cash and equivalents, beginning
of period | |
| 2,162 | | |
| 38,973 | | |
| - | |
Cash and equivalents,
end of period | |
$ | 42,887 | | |
$ | 2,162 | | |
$ | 42,887 | |
| |
| | | |
| | | |
| | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR: | |
| | | |
| | | |
| | |
Interest | |
$ | - | | |
$ | 689 | | |
$ | - | |
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
September 30, 2014
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 (“FASB 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.
Licont Corp. is currently developing a
multidisciplinary preferred provider network in an attempt to offer contracting auto insurance carriers significant savings in
the medical treatment and management of accident patients. Licont Corp. is a personal injury preferred provider network and is
looking to be the first managed medical solution provider specifically tailored to personal injury medical risk management.
Basis of presentation
The accompanying financial statements
have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to
the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting
of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of
operations and cash flows of the Company for the year ending September 30, 2014 and 2013 and for the period May 2, 2011 (inception)
through September 30, 2014.
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
The Company maintains a cash balance in
a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash
flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.
There were no cash equivalents for the year ending September 30, 2014 and 2013.
Fair value of financial instruments
and derivative financial instruments
The Company’s financial instruments
include cash, accounts payable, and notes payable. All instruments are accounted for on a historical cost basis, which, due to
the short maturity of these financial instruments, approximates fair value September 30, 2014 and 2013. The Company did not engage
in any transaction involving derivative instruments.
Convertible Debentures:
Beneficial Conversion Features
– If the conversion features of conventional convertible debt provides for a rate of conversion that is below
market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded as a debt
discount pursuant to FASB ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible
debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life
of the debt using the effective interest method.
LICONT, CORP.
(A DEVELOPMENT
STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
September 30, 2014
Debt Discount – The Company
determines of the convertible debenture should be accounted for as liability or equity under FASB ASC 480, Liabilities –
Distinguishing Liabilities from Equity. FASB ASC 480, applies to certain contract involving a company’s own equity, and
requires that issuers classify the following freestanding financial instruments as liabilities. Mandatorily redeemable financial
instruments, Obligations that require or may require repurchase of the issuer’s equity shares by transferring assets (e.g.,
written put options and forward purchase contracts), and Certain obligations where at inception the monetary value of the obligation
is based solely or predominantly on:
| - | A fixed monetary
amount known at inception, for example, a payable settleable with a variable number of
the issuer’s equity shares with an issuance date fair value equal to a fixed dollar
amount. |
| - | Variations
in something other than the fair value of the issuer’s equity shares for example,
a financial instrument indexed to the S&P 500 and settleable with a variable number
of the issuer’s equity shares, or |
| - | Variations
inversely related to changes in fair value of the issuer’s equity shares, for example,
a written put that could be net share settled. |
Fair value of financial instruments
– The Company has 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.
The Company does not use derivative
financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued financial
instruments including senior convertible notes payable and freestanding stock purchase warrants with features that are either
(i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash
settled by the counterparty. As required by FASB ASC 815, in certain circumstances, these instruments are required to be carried
as derivative liabilities, at fair value, in our financial statements.
Determination of fair value
– The Company’s financial instruments consist of convertible notes payable. The Company believes all of the financial
instruments’ recorded values approximate their fair values because of their nature and respective durations.
The Company complies with the provisions
of FASB ASC 820-10, “Fair Values Measurements and Disclosures.” FASB ASC 820-10 relates to financial assets and financial
liabilities. FASB ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally
accepted in the Unites States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this
standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively
with limited exceptions.
FASB ASC 820-10 defines fair value
as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. FASB ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market
participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s
own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances
(unobservable inputs). The fair value hierarchy consist of three broad levels, which gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1 and Level 2) and the lowest priority to unobservable
inputs (Level 3).
LICONT, CORP.
(A DEVELOPMENT
STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
September 30, 2014
Federal income taxes
Potential benefits of income tax losses
are not recognized in the accounts until realization is more likely than not. The Company has adopted FASB Accounting Standards
Codification 740.10.05 “Accounting for Income Taxes” as of its inception. Pursuant to FASB Accounting Standards Codification
740.10.05, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefits
of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more
likely than not it will utilize the net operating losses carried forward to future years.
Net income per share of common stock
Net loss per share is provided in accordance
with FASB ASC 260-10, “Earnings per Share”. Basic net loss per common share ("EPS") is computed by dividing
income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings
per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common
shares were issued, unless doing so is anti-dilutive.
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.
Recently Issued Accounting Pronouncements:
For the year ending September 30, 2014
and 2013, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial
condition or results of operations.
Note 2 - Uncertainty, going concern:
The Company’s financial statements
are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern.
As of September 30, 2014, the Company had an accumulated deficit of $638,146. The ability of the Company to continue as a going
concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company
is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern,
the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of
its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue
to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient
financing it would be unlikely for the Company to continue as a going concern.
The ability of the Company to continue
as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and
eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that
might result from this uncertainty.
Note 3 – 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. This note has matured and continues to earn interest at 8%. Amalfi Coast Capital has determined that the
stock may go up more than the conversion rate of $3.75 and is satisfied with earning interest until a conversion price is at an
acceptable level. The balance of the accrued interest as of September 30, 2014 was $8,582 and $1,167 on September 30, 2013.
LICONT, CORP.
(A DEVELOPMENT
STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
September 30, 2014
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. This note has matured and continues to earn interest at 8%. Amalfi Coast Capital has determined that the
stock may go up more than the conversion rate of $3.75 and is satisfied with earning interest until a conversion price is at an
acceptable level. The balance of the accrued interest as of September 30, 2014 was $7,584 and $167 on September 30, 2013.
On February 28, 2014, The Company entered
into a Convertible Promissory Note with Amalfi Coast Capital, Inc. The Company has received $60,000 with a stated rate of 8% and
due on February 28, 2015. This note has conversion feature that allows the lender to convert this note at a rate of $3.75 per
share. The Company has recorded a beneficial conversion feature of $40,800. During the period ending September 30, 2014, the Company
has amortized $23,800 of note discount and has accrued $3,267 in interest expense.
The balance of these notes, including
accrued interest, net of discount as of June 30, 2014 was $162,433.
Note 4 – Cumulative sales of
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.
During the year ended September 30, 2011
the Company issued 1,090,000 shares for $21,800 and 2,590,000 shares of common stock issued and outstanding.
During the year ended September 30, 2012
the Company had 2,590,000 shares of common stock issued and outstanding.
On February 26, 2013, The Company issued
50,000 share of common stock at a price of $3.75 per share for total cash proceeds of $187,500.
On October 18, 2013, the Company issued
20,000 shares of common stock at a price of $3.75 per share for total cash proceeds of $75,000.
On April 12, 2014, the Company issued
50,000 shares of common stock at a price of $3.75 per share for total cash proceeds of $187,500.
As of September 30, 2014, The Company
had 2,710,000 share of common stock issued and outstanding.
Note 5 – Consulting Agreement,
Related Party:
The Company has an informal agreement
with its officer to pay them a monthly consulting fee of $10,000. The agreement started on January 1, 2013 at $8,500 per month
and modified April 1, 2014 to $10,000 per month.
Note 6 - Income Taxes:
The provision (benefit) for income taxes for the years ended
September 30, 2014 and 2013 were as follows:
| |
Year Ended
September 30, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Current Tax Provision: | |
| | | |
| | |
Federal- | |
| | | |
| | |
Taxable
income | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Total
current tax provision | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Deferred Tax Provision: | |
| | | |
| | |
Federal- | |
| | | |
| | |
Loss
carryforwards | |
$ | 88,611 | | |
$ | 102,188 | |
Change
in valuation allowance | |
| (88,611 | ) | |
| (102,188 | ) |
| |
| | | |
| | |
Total
deferred tax provision | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
LICONT, CORP.
(A DEVELOPMENT
STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
September 30, 2014
The Company had deferred income tax assets as of September
30, 2013 and 2012 were as follows:
| |
September 30, | |
| |
2013 | | |
2012 | |
| |
| | |
| |
Loss carryforwards | |
$ | 201,568 | | |
$ | 112,957 | |
Less - Valuation allowance | |
| (201,568 | ) | |
| (112,957 | ) |
| |
| | | |
| | |
Total net deferred tax
assets | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
The Company provided a valuation allowance
equal to the deferred income tax assets for the years ended September 30, 2014 and 2013 because it is not presently known whether
future taxable income will be sufficient to utilize the loss carryforwards.
As of September 30, 2014 and 2013, the
Company had approximately $592,846 and $332,225, 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 8) the Company may lose
its associated tax attributes.
Note 7 – Leases, Related Party:
The company currently leases on a month
to month basis space from a related party. The monthly lease amount is $500 per month through June 30, 2014. The lease was modified
to $750 per month starting July 1, 2014. The balance of this accrued rent was $0 as of September 30, 2014.
Note 8 – Change of Control:
On October 17, 2014 and amended on December
1, 2014, a Stock Purchase Agreement dated September 30, 2014 was closed under which Trevor Robertson sold 1,400,000 shares of
the Company to Nick Canillas for $15,000. The Stock Purchase Agreement contained the customary warranties and terms. This purchase
resulted in a change in control of the Company as the shares sold represented 52.6% of the outstanding shares of the Company.
Note 9 – Subsequent Events
On December 1, 2014, the Company filed
Form 8-K/A in regards to the purchase sale agreement the Company has with Mr. Robertson and Mr. Canillas (see note 8). The Company
amended the agreement to cancel the promissory note of $40,000 it had with Mr. Canillas. Mr. Canillas returned these funds to
the Company.
Item 9. Changes
in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and
Procedures
Pursuant to Rule 13a-15(b) under the Securities
Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”)
(the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls
and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based
upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are
not 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.
Management's Annual Report on Internal
Control Over Financial Reporting.
The management of the Company is responsible
for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system
was designed to, in general, provide reasonable assurance to the Company’s management and board 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. 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.
Our management assessed the effectiveness
of the Company’s internal control over financial reporting as of September 30, 2014. 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 assessment, our CEO and CFO have
determined and concluded that, as of September 30, 2014, the Company’s internal control over financial reporting was not
effective.
As defined by Auditing Standard No. 5,
“An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related
Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board ("PCAOB"),
a material weakness is a deficiency or combination of deficiencies that result in a more than a remote likelihood that a material
misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described
above, management identified the following control deficiencies that represent material weaknesses as of September 30, 2014:
• |
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. |
Due to our small size, we were not able
to immediately take any action to remediate these material weaknesses. We plan to address the control deficiencies in the near
future. Notwithstanding the assessment that our Internal Controls over Financial Reporting was not effective and that there were
material weaknesses identified herein, we believe that our financial statements contained in this Annual Report fairly present
our financial position, results of operations and cash flows for the years covered thereby in all material respects.
This annual report does not include an
attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.
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, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other
Information.
As reported under Item 1.01 in a Current
Report on Form 8-K dated October 27, 2014, the registrant entered into a promissory note, as amended, whereby it loaned $40,000
to Nick Canillas as part of the funding of a purchase by Mr. Canillas of 1,400,000 shares of registrant common stock from Trevor
Robertson. On December 1, 2014, as part of the amendment of the terms of such stock purchase discussed below in Item 5.01, the
registrant and Nick Canillas cancelled such promissory note and the $40,000 was returned to registrant.
PART III
Item 10. Directors,
Executive Officers and Corporate Governance.
The following table sets forth the name
and age of officers and director as of September 30, 2014. Our Executive officers are elected annually by our Board of Directors. Our
executive officers hold their offices until they resign, are removed by the Board, or his successor is elected and qualified.
Name |
|
Age |
|
Position |
Trevor Robertson |
|
55 |
|
President, Chief Executive Officer, Chief Financial Officer, and Director |
|
|
|
|
|
|
|
|
|
|
Dr. Trevor Robertson has served
as the Company’s Chairman, President, Chief Executive Officer, and Chief Financial Officer since August 31, 2012. Mr. Robertson
is also the President and Chief Financial Officer of PIPN Corporation, an independent personal injury provider network that helps
to manage personal injury medical risk to reduce fraudulent claims, since July 2012. From 2005 to 2011, Dr. Robertson has served
as Senior Director and Clinician Director of Birdrock Chiropractic Group, La Jolla Shores Chiropractic Group and University City
Chiropractic Group. From 1996 to 2004, Dr. Robertson was founder and President of the National Chiropractic Network. Since 1991,
Dr. Robertson has maintained a private medical practice in La Jolla, California.
We currently do not have an employment
agreement with any of our officers or directors.
Certain Legal Proceedings
To the best of our knowledge, none of
our directors or executive officers has, during the past ten years:
● |
been convicted in a criminal proceeding or been subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses); |
|
|
● |
had any bankruptcy petition filed by or against the business or property of the person, or
of any partnership, corporation or business association of which he was a general partner or executive officer, either at
the time of the bankruptcy filing or within two years prior to that time; |
● |
been subject to any order, judgment,
or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state
authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type
of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be
associated with persons engaged in any such activity;
|
● |
been found by a court of competent jurisdiction in a civil action or by the Commission or
the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended, or vacated; |
Except as set forth in our discussion
below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved
in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed
pursuant to the rules and regulations of the SEC.
Compliance with Section 16(a) of the
Exchange Act
The Company does not have a class of securities
registered under the Exchange Act and therefore its directors, executive officers, and any persons holding more than ten percent
of the Company’s common stock are not required to comply with Section 16 of the Exchange Act.
Code of Ethics
We have not adopted a code of ethics that
applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar
functions, because of the small number of persons involved in the management of the Company.
Board Committees
Our Board of Directors has no separate
committees and our Board of Directors acts as the audit committee and the compensation committee. We do not have an
audit committee financial expert serving on our Board of Directors.
Item 11.
Executive Compensation.
Summary Compensation Table
The following table sets forth information
regarding each element of compensation that we paid or awarded to our executive officers for fiscal 2014 and 2013.
Name and Principal Position | |
Year | | |
Salary | | |
Bonus | | |
Stock
Awards ($) | | |
Option
Awards | | |
Non-Qualified
Deferred Compensation Earnings | | |
All Other
Compensation | | |
Totals
($) | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Trevor Robertson
President Chief Executive Officer, and Chief Financial | |
| 2013 | | |
$ | 76,500 | (2) | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 76,500 | |
Officer (1) | |
| 2014 | | |
| 115,000 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 115,000 | |
(1) |
Trevor Robertson was appointed as President, Chief Executive Officer, and Chief Financial Officer of
the Company on August 31, 2012. |
(2) |
$4,500 has been accrued and not paid.
|
Director Compensation
We have provided no compensation to our
directors for their services provided as directors.
Employment Agreements
We currently have an employment agreement
with Mr. Robertson, pursuant to which Mr. Robertson is paid $10,000 per month plus medical insurance not to exceed $1000 a month
for his services.
No retirement, pension, profit sharing,
stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees. We
had no options outstanding as of September 30, 2014.
Compensation Committee Interlocks and
Insider Participation
Our Board of Directors does not have a
compensation committee and the entire Board of Directors performs the functions of a compensation committee. No member
of our Board of Directors has a relationship that would constitute an interlocking relationship with our executive officers or
directors or another entity.
Item 12. Security
Ownership of Certain Beneficial Owners and Management.
The following table sets forth certain
information as of December 30, 2014 with respect to the holdings of: (1) each person known to us to be the beneficial owner of
more than 5% of our common stock; (2) each of our directors and named executive officers; and (3) all directors and executive
officers as a group. To the best of our knowledge, each of the persons named in the table below as beneficially owning the shares
set forth therein has sole voting power and sole investment power with respect to such shares, unless otherwise indicated. Unless
otherwise specified, the address of each of the persons set forth below is in care of the Company.
Name and Address | |
Amount and Nature of Beneficial Ownership | | |
Percentage of Class(1) | |
| |
| | |
| |
Directors and named executive officers | |
| | | |
| | |
| |
| | | |
| | |
Trevor Robertson | |
| 0 | | |
| 0 | % |
All directors and executive officers as a group (1 person) | |
| 0 | | |
| 0 | % |
| |
| | | |
| | |
Beneficial owners of more than 5% of our common stock | |
| | | |
| | |
| |
| | | |
| | |
Nicholas Canillas | |
| 1,400,000 | | |
| 51.66 | % |
(1) Based on 2,710,000 shares issued and
outstanding.
We are not aware of any arrangements which
may at a subsequent date result in a change of control of the Company.
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, 2013 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 September 30, 2013, The Company
had received payment on the related party receivable of $9,573 and paid the balance off during the period ended September 30,
2013. The note carries an interest rate of 8% and has no current terms of repayment. The Company reported interest income of $689
as of September 30, 2013.
The Company has an informal agreement
with its officer to pay them a monthly consulting fee of $10,000. The agreement started on January 1, 2013 at $8,500 per month
and modified April 1, 2014 to $10,000 per month.
On October 17, 2014 and amended on December
1, 2014, a Stock Purchase Agreement dated September 30, 2014 was closed under which Trevor Robertson sold 1,400,000 shares of
the Company to Nick Canillas for $15,000. The Stock Purchase Agreement contained the customary warranties and terms. This purchase
resulted in a change in control of the Company as the shares sold represented 52.6% of the outstanding shares of the Company.
On December 1, 2014, the Company filed Form 8-K/A in regards to the purchase sale agreement the Company has with Mr. Robertson
and Mr. Canillas. The Company amended the agreement to cancel the promissory note of $40,000 it had with Mr. Canillas. Mr. Canillas
returned these funds to the Company.
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.
Item 14.
Principal Accounting Fees and Services.
Audit Fees
For the Company’s fiscal years
ended September 30, 2014 and 2013, we were billed approximately $9,250 each year, for professional services rendered for the
audit and reviews of our financial statements.
Audit Related Fees
None.
Tax Fees
For the Company’s fiscal years ended
September 30, 2014 and 2013, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning
by our auditors.
All Other Fees
The Company did not incur any other fees
related to services rendered by our principal accountant for the fiscal years ended September 30, 2014 and 2013.
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.
Effective May 6, 2003, the Securities
and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted
non-audit related service, the engagement be:
● |
approved by our audit committee; or |
|
|
● |
entered into pursuant to pre-approval policies and procedures established by the audit committee,
provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service,
and such policies and procedures do not include delegation of the audit committee’s responsibilities to management. |
We do not have an audit committee. Our
entire board of directors pre-approves all services provided by our independent auditors. The pre-approval process has just been
implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above
fees were pre-approved. However, all of the above services and fees were reviewed and approved by the entire board of directors
either before or after the respective services were rendered.
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 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.
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: January 5, 2015 |
By: |
/s/ Trevor Robertson |
|
|
Trevor Robertson
Duly Authorized Officer, 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, |
|
January 5, 2015 |
Trevor Robertson |
|
Chief Financial Officer, and Director(Principal Executive Officer and Principal Financial and
Accounting Officer) |
|
|
Exhibit 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
I, Trevor Robertson, certify that:
1. |
I have reviewed this Annual Report on Form 10-K of Licont, Corp.; |
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have: |
|
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals; |
|
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
Date: January 5, 2015 |
/s/ Trevor Robertson |
|
Trevor Robertson
President, Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial and Accounting
Officer) |
|
Exhibit 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
Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Trevor Robertson, the President, Chief Executive Officer
and Chief Financial Officer of Licont, Corp., hereby certify, that, to my knowledge:
1. |
The Annual Report on Form 10-K for the year ended September 30, 2014, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
2. |
The information contained in such Annual Report on Form 10-K for the year ended September 30, 2014, fairly presents, in all material respects, the financial condition and results of operations of Licont, Corp. |
Date: January 5, 2015 |
|
|
|
LICONT, CORP. |
|
|
|
By: /s/ Trevor Robertson |
|
Trevor Robertson
President, Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial and Accounting
Officer) |
|