The
selling shareholders named in this prospectus are offering all of the shares of
common stock offered through this prospectus. Our common stock is presently not
traded on any market or securities exchange and have no voting rights. The
997,855 shares of our common stock can be sold by selling security holders at a
fixed price of $.05 per share until our shares are quoted on the OTC Bulletin
Board and thereafter at prevailing market prices or privately negotiated prices.
There can be no assurance that a market maker will agree to file the necessary
documents with FINRA, nor can there be any assurance that such an application
for quotation will be approved. We have agreed to bear the expenses relating to
the registration of the shares for the selling security holders.
THE
COMPANY IS CONSIDERED TO BE IN UNSOUND FINANCIAL CONDITION. PERSONS SHOULD NOT
INVEST UNLESS THEY CAN AFFIORD TO LOSE THEIR ENTIRE INVESTMENTS.
THE
PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE
HEADING “RISK FACTORS” BEGINNING ON PAGE 2.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
Market
for Common Equity and Related Stockholder
Matters
10
Available
Information
11
Plan
of Operation
12
Directors,
Executive Officers, Promoters and Control
Persons
13
Executive
Compensation
13
Security
Ownership of Certain Beneficial Owners and
Management
14
Certain
Relationships and Related Transactions
14
Disclosure
of Commission Position of Indemnification for Securities Act
Liabilities
14
Index
to Financial Statements
F
PROSPECTUS
SUMMARY
This
summary highlights selected information contained elsewhere in this
prospectus. This summary does not contain all the information that
you should consider before investing in the common stock. You should
carefully read the entire prospectus, including “Risk Factors”, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and
the Financial Statements, before making an investment decision.
New Image
Concepts, Inc., (“the Company”) was incorporated in Nevada in October 2006. New
Image was organized for the purpose of providing personal consultation services
to the general public.
Terms
of the Offering
The
selling shareholders named in this prospectus are offering all of the shares of
common stock offered through this prospectus. The selling stockholders are
selling shares of common stock covered by this prospectus for their own
account.
We will
not receive any of the proceeds from the resale of these shares. The offering
price of $0.05 was determined by the price shares were sold to our shareholders
in a private placement memorandum and is a fixed price at which the selling
security holders may sell their shares until our common stock is quoted on the
OTC Bulletin Board, at which time the shares may be sold at prevailing market
prices or privately negotiated prices. There can be no assurance that a market
maker will agree to file the necessary documents with FINRA, which operates the
OTC Electronic Bulletin Board, nor can there be any assurance that such an
application for quotation will be approved. We have agreed to bear the expenses
relating to the registration of the shares for the selling security
holders.
Summary
Financial Data
The
following summary financial data should be read in conjunction with
“Management’s Discussion and Analysis,”“Plan of Operation” and the Financial
Statements and Notes thereto, included elsewhere in this prospectus. The
statement of operations and balance sheet data from inception to December 31,2007 and December 31, 2006 are derived from our audited financial
statements.
Our
principal executive office location and mailing address is 2019 Delaware
Avenue Santa Monica, CA90404. Our telephone number is (310)
403-4319.
1
997,855
SHARES OF
NEW
IMAGE CONCEPTS, INC.
COMMON
STOCK
The
selling shareholders named in this prospectus are offering all of the shares of
common stock offered through this prospectus. Our common stock is presently not
traded on any market or securities exchange and have no voting rights. The
997,855 shares of our common stock can be sold by selling security holders at a
fixed price of $0.05 per share until our shares are quoted on the OTC Bulletin
Board and thereafter at prevailing market prices or privately negotiated prices.
There can be no assurance that a market maker will agree to file the necessary
documents with the FINRA, which operates the OTC Electronic Bulletin Board, nor
can there be any assurance that such an application for quotation will be
approved. We have agreed to bear the expenses relating to the registration of
the shares for the selling security holders.
THE
COMPANY IS CONSIDERED TO BE IN UNSOUND FINANCIAL CONDITION. PERSONS SHOULD NOT
INVEST UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENTS.
THE
PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE
HEADING “RISK FACTORS” BEGINNING ON PAGE 3.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
An
investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. Please note that throughout this prospectus, the words “we”,
“our” or “us” refer to the Company and not to the selling
stockholders.
WE
HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE
LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES,
DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL
DEVELOPING COMPANY.
We were
incorporated in Nevada in October 2006. We have no significant financial
resources and no revenues to date. The likelihood of our success must be
considered in light of the problems, expenses, difficulties, complications and
delays frequently encountered by a small developing company starting a new
business enterprise and the highly competitive environment in which we will
operate. Since we have a limited operating history, we cannot assure you that
our business will be profitable or that we will ever generate sufficient
revenues to meet our expenses and support our anticipated
activities.
WE
WILL REQUIRE FINANCING TO ACHIEVE OUR CURRENT BUSINESS STRATEGY AND OUR
INABILITY TO OBTAIN SUCH FINANCING COULD PROHIBIT US FROM EXECUTING OUR BUSINESS
PLAN AND CAUSE US TO SLOW DOWN OUR EXPANSION OF OPERATIONS.
We will
need to raise additional funds through public or private debt or sale of equity
to achieve our current business strategy. Such financing may not be available
when needed. Even if such financing is available, it may be on terms that are
materially adverse to your interests with respect to dilution of book value,
dividend preferences, liquidation preferences, or other terms. Our capital
requirements to implement our business strategy will be significant. Moreover,
in addition to monies needed to continue operations over the next twelve months,
we anticipate requiring additional funds in order to significantly expand our
operations and acquire the operating entities as set forth in our plan of
operations. No assurance can be given that such funds will be available or, if
available, will be on commercially reasonable terms satisfactory to us. There
can be no assurance that we will be able to obtain financing if and when it is
needed on terms we deem acceptable.
If we are
unable to obtain financing on reasonable terms, we could be forced to delay or
scale back our plans for expansion. In addition, such inability to obtain
financing on reasonable terms could have a material adverse effect on our
business, operating results, or financial condition.
OUR
AUDITOR HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING
CONCERN.
Based on
our financial history since inception, our auditor has expressed substantial
doubt as to our ability to continue as a going concern. We are a development
stage company that has never generated any revenue. From inception to December31, 2007, we have incurred a net loss of $22,625. If we cannot obtain sufficient
funding, we may have to delay the implementation of our business
strategy.
OUR
FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICE
OF BELEN FLORES. WITHOUT HER CONTINUED SERVICE, WE MAY BE FORCED TO INTERRUPT OR
EVENTUALLY CEASE OUR OPERATIONS.
We are
presently dependent to a great extent upon the experience, abilities and
continued services of Belen Flores, our only officer. We currently do not have
an employment agreement with Mr. Flores. The loss of her services could have a
material adverse effect on our business, financial condition or results of
operation.
3
THE
OFFERING PRICE OF THE SHARES WAS ARBITRARILY DETERMINED, AND THEREFORE SHOULD
NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES.
THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO THE ACTUAL VALUE OF THE
COMPANY, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.
Since our
shares are not listed or quoted on any exchange or quotation system, the
offering price of $0.05 per share for the shares of common stock was arbitrarily
determined. The facts considered in determining the offering price were our
financial condition and prospects, our limited operating history and the general
condition of the securities market. The offering price bears no relationship to
the book value, assets or earnings of our company or any other recognized
criteria of value. The offering price should not be regarded as an indicator of
the future market price of the securities.
THERE
IS NO ASSURANCE OF A PUBLIC MARKET OR THAT THE COMMON STOCK WILL EVER TRADE ON A
RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT
IN OUR STOCK.
There is
no established public trading market for our common stock. Our shares are not
and have not been listed or quoted on any exchange or quotation system. There
can be no assurance that a market maker will agree to file the necessary
documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can
there be any assurance that such an application for quotation will be approved
or that a regular trading market will develop or that if developed, will be
sustained. In the absence of a trading market, an investor may be unable to
liquidate their investment.
OUR
COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH IS SUBJECT TO RESTRICTIONS ON
MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.
If our
common stock becomes tradable in the secondary market, we will be subject to the
penny stock rules adopted by the Securities and Exchange Commission that require
brokers to provide extensive disclosure to their customers prior to executing
trades in penny stocks. These disclosure requirements may cause a reduction in
the trading activity of our common stock, which in all likelihood would make it
difficult for our shareholders to sell their securities.
USE
OF PROCEEDS
The
selling stockholders are selling shares of common stock covered by this
prospectus for their own account. We will not receive any of the proceeds from
the resale of these shares. We have agreed to bear the expenses relating to the
registration of the shares for the selling security holders.
DETERMINATION
OF OFFERING PRICE
Since our
shares are not listed or quoted on any exchange or quotation system, the
offering price of the shares of common stock was arbitrarily determined. The
offering price was determined by the price shares were sold to our shareholders
in our private placement which was completed in February 2008 pursuant to an
exemption under Rule 506 of Regulation D.
The
offering price of the shares of our common stock has been determined arbitrarily
by us and does not necessarily bear any relationship to our book value, assets,
past operating results, financial condition or any other established criteria of
value. The facts considered in determining the offering price were our financial
condition and prospects, our limited operating history and the general condition
of the securities market.
4
Although
our common stock is not listed on a public exchange, we will be filing to obtain
a listing on the Over The Counter Bulletin Board (OTCBB) concurrently with the
filing of this prospectus. In order to be quoted on the Bulletin Board, a market
maker must file an application on our behalf in order to make a market for our
common stock. There can be no assurance that a market maker will agree to file
the necessary documents with FINRA, which operates the OTC Electronic Bulletin
Board, nor can there be any assurance that such an application for quotation
will be approved.
In
addition, there is no assurance that our common stock will trade at market
prices in excess of the initial public offering price as prices for the common
stock in any public market which may develop will be determined in the
marketplace and may be influenced by many factors, including the depth and
liquidity.
DILUTION
The
common stock to be sold by the selling shareholders is common stock that is
currently issued. Accordingly, there will be no dilution to our existing
shareholders.
SELLING
SHAREHOLDERS
The
shares being offered for resale by the selling stockholders consist of the
997,855 shares of our common stock held by 40 shareholders of our common stock
which sold in our Regulation D Rule 506 offering completed in February
2008.
The
following table sets forth the name of the selling stockholders, the number of
shares of common stock beneficially owned by each of the selling stockholders as
of April 1, 2008 and the number of shares of common stock being offered by
the selling stockholders. The shares being offered hereby are being registered
to permit public secondary trading, and the selling stockholders may offer all
or part of the shares for resale from time to time. However, the selling
stockholders are under no obligation to sell all or any portion of such shares
nor are the selling stockholders obligated to sell any shares immediately upon
effectiveness of this prospectus. All information with respect to share
ownership has been furnished by the selling stockholders.
Name
of selling stockholder
Shares of common
stock owned prior to
offering
Shares of common
stock to be
sold
Shares of common
stock owned
after offering
Percent of common
stock owned
after offering
Rose
Giovengo
13,000
13,000
0
0
Wayne
Prine
18,000
18,000
0
0
Valerie
Brascia
30,000
30,000
0
0
Christine
Sterner
20,000
20,000
0
0
Mary
E. Miller
40,000
40,000
0
0
Michael
and Aileen Carrigan
65,000
65,000
0
0
Melissa
Carrigan
20,000
20,000
0
0
Jammie
Johnson
15,000
15,000
0
0
Roy
Yamamoto
20,000
20,000
0
0
David
Flowers
28,000
28,000
0
0
Debra
Littleton
10,000
10,000
0
0
Farshad
Adibi
10,000
10,000
0
0
Farshad
Naderi
10,000
10,000
0
0
Shapour
Shadmer
10,000
10,000
0
0
RJM
Development
10,000
10,000
0
0
Clean
Energies Consulting
10,000
10,000
0
0
5
Clean
Energies LLC
10,000
10,000
0
0
Mary
K. Miller
30,000
30,000
0
0
Scott
Wehrle
35,000
35,000
0
0
Mark
Sylvain
35,000
35,000
0
0
Michael
Giovengo
20,000
20,000
0
0
Mamesan,
LLC
22,000
22,000
0
0
Astrid
M. Bean
20,000
20,000
0
0
Emmitt
Hanchett
24,000
24,000
0
0
Francisco
Del Toro
18,000
18,000
0
0
Sundeep
Pandhoh
40,000
40,000
0
0
Christine
Sandoval
20,000
20,000
0
0
Marcela
Lopez
40,000
40,000
0
0
Lisan U.
Rahman
33,000
33,000
0
0
Lauren
Tuzikoq
30,000
30,000
0
0
Bruce
Sands
50,000
50,000
0
0
Marc
Campbell
50,000
50,000
0
0
Bobby
Earl
50,000
50,000
0
0
Robert
Jeralds
50,000
50,000
0
0
Cara
A. Anam
19,000
19,000
0
0
Sayeed
K. Anam
17,500
17,500
0
0
Jennifer
Weir
14,441
14,441
0
0
David
G. McCaul
15,403
15,403
0
0
Gina
Csanyi
11,071
11,071
0
0
Irena
Cermakova
14,441
14,440
0
0
Except
as listed below, to our knowledge, none of the selling shareholders or their
beneficial owners:
-
has
had a material relationship with us other than as a shareholder at any
time within the past three years; or
-
has
ever been one of our officers or directors or an officer or director of
our predecessors or affiliates
-
Are
broker-dealers or affiliated with
broker-dealers.
PLAN
OF DISTRIBUTION
The
selling security holders may sell some or all of their shares at a fixed price
of $0.05 per share until our shares are quoted on the OTC Bulletin Board and
thereafter at prevailing market prices or privately negotiated prices. Prior to
being quoted on the OTCBB, shareholders may sell their shares in private
transactions to other individuals. Although our common stock is not listed on a
public exchange, we will be filing to obtain a listing on the Over The Counter
Bulletin Board (OTCBB) concurrently with the filing of this prospectus. In order
to be quoted on the Bulletin Board, a market maker must file an application on
our behalf in order to make a market for our common stock. There can be no
assurance that a market maker will agree to file the necessary documents with
FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any
assurance that such an application for quotation will be approved. However,
sales by selling security holder must be made at the fixed price of $0.05 until
a market develops for the stock.
Once a
market has been developed for our common stock, the shares may be sold or
distributed from time to time by the selling stockholders directly to one or
more purchasers or through brokers or dealers who act solely as agents, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices, which may be
changed. The distribution of the shares may be effected in one or more of the
following methods:
o
ordinary
brokers transactions, which may include long or short
sales,
6
o
transactions
involving cross or block trades on any securities or market where our
common stock is trading, market where our common stock is
trading,
o
through
direct sales to purchasers or sales effected through
agents,
o
through
transactions in options, swaps or other derivatives (whether exchange
listed of otherwise), or exchange listed or otherwise),
or
o
any
combination of the foregoing.
In
addition, the selling stockholders may enter into hedging transactions with
broker-dealers who may engage in short sales, if short sales were permitted, of
shares in the course of hedging the positions they assume with the selling
stockholders. The selling stockholders may also enter into option or other
transactions with broker-dealers that require the delivery by such
broker-dealers of the shares, which shares may be resold thereafter pursuant to
this prospectus.
Brokers,
dealers, or agents participating in the distribution of the shares may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders and/or the purchasers of shares for whom such
broker-dealers may act as agent or to whom they may sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary commissions). Neither the selling stockholders nor we can presently
estimate the amount of such compensation. We know of no existing arrangements
between the selling stockholders and any other stockholder, broker, dealer or
agent relating to the sale or distribution of the shares. We will not receive
any proceeds from the sale of the shares of the selling security holders
pursuant to this prospectus. We have agreed to bear the expenses of the
registration of the shares, including legal and accounting fees, and such
expenses are estimated to be approximately $50,000.
Notwithstanding
anything set forth herein, no FINRA member will charge commissions that exceed
8% of the total proceeds of the offering.
DESCRIPTION
OF SECURITIES
General
We are
authorized to issue 500,000,000 shares of common stock, $.001 par value per
share. As of April 1, 2008, 14,997,855 common shares are issued and
outstanding. Each outstanding share of common stock is entitled to one vote,
either in person or by proxy, on all matters that may be voted on by the owners
thereof at meetings of our shareholders.
Common
Stock
The
holders of our common stock have equal ratable rights to dividends from funds
legally available if and when declared by our board of directors and are
entitled to share ratably in all of our assets available for distribution to
holders of common stock upon liquidation, dissolution or winding up of our
affairs. Our common stock does not provide the right to a preemptive,
subscription or conversion rights and there are no redemption or sinking fund
provisions or rights. Our common stock holders are entitled to one
non-cumulative vote per share on all matters on which shareholders may
vote.
All
shares of common stock now outstanding are fully paid for and non-assessable and
all shares of common stock which are the subject of this private placement, when
issued, will be fully paid and non-assessable.
Holders
of shares of our common stock do not have cumulative voting rights, which means
that the holders of more than 50% of the outstanding shares, voting for the
election of directors, can elect all of the directors to be elected, if they so
choose, and, in that event, the holders of the remaining shares will not be able
to elect any of our directors.
7
Preferred
Stock
We are
not authorized to issue preferred stock.
Dividends
To date,
we have paid no dividends on our shares of common stock and have no present
intention of paying any dividends on our shares of common stock in the
foreseeable future. The payment by us of dividends on the shares of
common stock in the future, if any, rests solely within the discretion of our
board of directors and will depend upon, among other things, our earnings,
capital requirements and financial condition, as well as other factors deemed
relevant by our board of directors. Although dividends are not
limited currently by any agreements, it is anticipated that future agreements,
if any, with institutional lenders or others may limit our ability to pay
dividends on our shares of common stock.
Warrants
There are
no outstanding warrants to purchase our securities.
Options
There are
no options to purchase our securities outstanding.
INTERESTS
OF NAMED EXPERTS AND COUNSEL
No expert
or counsel named in this prospectus as having prepared or certified any part of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis, or had, or
is to receive, in connection with the offering, a substantial interest, direct
or indirect, in the registrant or any of its parents or subsidiaries. Nor was
any such person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
The
financial statements included in this prospectus and the registration statement
have been audited by Li & Company, PC to the extent and for the periods set
forth in their report appearing elsewhere herein and in the registration
statement, and are included in reliance upon such report given upon the
authority of said firm as experts in auditing and accounting.
ORGANIZATION
WITHIN LAST FIVE YEARS
We were
incorporated in October 2006 in the State of Nevada. In October 2006, we
issued 1,000,000 founder shares at par value of $0.001 to, Belen Flores in
consideration for incorporation. In April 2007, we issued 13,000,000 common
shares at par value of $0.001 to Belen Flores as compensation for services
rendered. In August 2007, we completed a private offering in which we sold
997,855 common shares at $0.05 per share.
DESCRIPTION
OF BUSINESS
General
The
Company was incorporated in October 2006 in Nevada with the intention of
providing personal consultation services to the general public. The
company intends to commence business activity in the state of California with
the hope of extending its business throughout the United States.
8
We intend to appeal to the
individuals wanting to engage the services of hip stylish experts who offer a
“make better” approach to grooming, wardrobe, and choices of entertainment
venues, food, wine and dйcor. We will cater to both male and female
clients. Services will be priced from $2,000 to $20,000.
Clients will have a broad range of choices by deciding which area or areas to
emphasize and to what degree. Our client will complete a brief informational
questionnaire and decide on a budget, we will then enter into a formal agreement
and schedule an initial appointment. Our team of consultants will
begin working with the client sorting through likes and dislikes to develop the
perfect solution for a better and more stylish life.
Our
consultants will visit the client in his/her home, introduce one another, get
acquainted, review goals and objectives and establish schedules for each phase
of the “make better” process. The team will then set about its work
shopping for clothing, skin care, decorative items, groceries and event tickets
with a mindful eye toward the client’s budget and make-better
objectives.
The
hands-on work will begin during subsequent visits: cooking lessons,
skin care, grooming, and apparel. Clients will be treated to the
renovated dйcor and
surprised with event tickets on the final visit by our team.
Our
consultants will be “top-drawer” and come with the highest recommendations in
the various fields in which they advise clients. Consultants will be
hired based on their demonstrated abilities, their likeability, and their
pleasant and fun attitude about working with clients and their various
challenges. New Image consultants will demonstrate a sense of
professionalism, diplomacy and overriding sense of delight in producing happy
and satisfied clients. Consultants will receive a salary plus vested
options if they remain with the corporation while we establish the business and
expand it to other areas.
A change
in everyday appearance can inject a whole new sense of energy and confidence
into one’s attitude. Image consultants help people make the most of their
appearance. They cast their critical eye over how a client stands, walks,
dresses and grooms. They advise on anything from collar width, tie pattern and
jacket cut, to heel height, lipstick shade and hair color. They take into
account everything from skin tone down to ankle width. Image consultants
stress that they aren't about showing people how to don the very latest trends,
but about showing people how to present themselves to suit their age, shape,
size, status and situation. People are judged by first impressions, and
the images they portray are part of those first impressions.
We will
take the image makeover experience to a whole new level. We will work with
clients to not only improve their look, but also improve their
self-esteem. Our consultants will take clients on a fast-tract tour of
improving physical appearance, etiquette, surroundings, and behavioral and
lifestyle choices. Instead of a single generalist, we will do this with a
team of food & wine, interior design, personal grooming and culture
specialists.
Properties
Our
business office is located at 2019 Delaware Avenue, Santa Monica,
CA90404.
Marketing
We will
maintain a website detailing the services we offer with examples of our work,
and establish an office to respond to questions, mail out informational
brochures and schedule appointments.
Our
corporation will come to be associated with a fun time, great value and overall
wonderful experience that customers will popularize by word of mouth and be
anxious to repeat for themselves. Once the LA market has been
established, we will reach out to other metro areas such as San Francisco, New
York, Washington, D.C., Chicago, Boston, Seattle and others. We will
establish offices and hire consultants to duplicate the success of the LA
team. As the popularity of our program soars, we will forge
merchandising agreements with various retail and service businesses in our metro
areas to further promote New Image Concepts and the establishments that support
our business.
9
Web
Site
We will
design an interactive web site to encourage potential clients to submit
questions and request informational brochures and schedule
appointments.
DESCRIPTION
OF PROPERTY
Our
business office is located at 2019 Delaware Avenue, Santa Monica,
CA90404.
LEGAL
PROCEEDINGS
There are
no legal proceedings pending or threatened against us.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is
presently no public market for our shares of common stock. We anticipate
applying for trading of our common stock on the Over the Counter Bulletin Board
upon the effectiveness of the registration statement of which this prospectus
forms apart. However, we can provide no assurance that our shares of common
stock will be traded on the Bulletin Board or, if traded, that a public market
will materialize.
Holders of Our Common
Stock
As of the
date of this registration statement, we had 41 shareholders of our common
stock.
Rule 144
Shares
As
of April 1, 2008 there are no shares of our common stock which are
currently available for resale to the public and in accordance with the volume
and trading limitations of Rule 144 of the Act. After August 2008, the 997,855
shares of our common stock held by the 40 shareholders who purchased their
shares in the Regulation D 506 offering by us will become available for resale
to the public and in accordance with the volume and trading limitations of Rule
144 of the Act.
In
general, under Rule 144 as currently in effect, a non-affiliated person who has
beneficially owned shares of a non-reporting company’s common stock for at least
one year is entitled to unlimited resale of their securities after receiving our
authorization to remove the restrictive legend.
Stock Option
Grants
To date,
we have not granted any stock options.
Registration
Rights
We have
not granted registration rights to the selling shareholders or to any other
persons.
10
AVAILABLE
INFORMATION
We have
filed with the SEC a registration statement on Form S-1 under the Securities Act
with respect to the common stock offered hereby. This prospectus, which
constitutes part of the registration statement, does not contain all of the
information set forth in the registration statement and the exhibits and
schedule thereto, certain parts of which are omitted in accordance with the
rules and regulations of the SEC. For further information regarding our common
stock and our company, please review the registration statement, including
exhibits, schedules and reports filed as a part thereof. Statements in this
prospectus as to the contents of any contract or other document filed as an
exhibit to the registration statement, set forth the material terms of such
contract or other document but are not necessarily complete, and in each
instance reference is made to the copy of such document filed as an exhibit to
the registration statement, each such statement being qualified in all respects
by such reference.
We are
also subject to the informational requirements of the Exchange Act which
requires us to file reports, proxy statements and other information with the
SEC. Such reports, proxy statements and other information along with the
registration statement, including the exhibits and schedules thereto, may be
inspected at public reference facilities of the SEC at 100 F Street N.E ,
Washington D.C. 20549. Copies of such material can be obtained from
the Public Reference Section of the SEC at prescribed rates. You may call the
SEC at 1-800-SEC-0330 for further information on the operation of the public
reference room. Because we file documents electronically with the SEC, you may
also obtain this information by visiting the SEC’s Internet website at
http://www.sec.gov.
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders
New Image
Concepts, Inc.
(A
development stage company)
Santa
Monica, California
We have
audited the accompanying balance sheets of New Image Concepts, Inc. (a
development stage company) (the “Company”) as of December 31, 2007 and 2006 and
the related statement of operations, stockholders’ equity (deficit) and cash
flows for the year ended December 31, 2007, the period from October 3, 2006
(inception) through December 31, 2006 and the period from October 3, 2006
(inception) through December 31, 2007. 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
audits.
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 includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 the Company as of December 31, 2007
and 2006 and the results of its operations and its cash flows for the year ended
December 31, 2007, the period from October 3, 2006 (inception) through December31, 2006 and the period from October 3, 2006 (inception) through December 31,2007 in conformity with accounting principles generally accepted in the United
States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company had a deficit accumulated during the
development stage and had a net loss for the year ended December 31, 2007, the
period from October 3, 2006 (inception) through December 31, 2006 and the period
from October 3, 2006 (inception) through December 31, 2007, with no revenues
since inception. These factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans in regards to these
matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
New Image
Concepts, Inc. (“NIC” or the “Company”), a development stage company,
was incorporated on October 3, 2006 under the laws of the State of Nevada.
Initial operations have included organization and incorporation, target market
identification, marketing plans, and capital formation. A substantial portion of
the Company’s activities has involved developing a business plan and
establishing contacts and visibility in the marketplace. The Company has
not generated any revenues since inception. The Company plans to provide
personal consultation services to the general public.
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Development
stage company
The
Company is a development stage company as defined by Statement of Financial
Accounting Standards No. 7 “Accounting and Reporting by
Development Stage Enterprises” (“SFAS No. 7”). The Company is still
devoting substantially all of its efforts on establishing the
business and its planned principal operations have not commenced. All
losses accumulated since inception have been considered as part of the Company's
development stage activities.
Use
of estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Due to
the limited level of operations, the Company has not had to make material
assumptions or estimates other than the assumption that the Company is a going
concern.
Cash
equivalents
The
Company considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents.
Fair
value of financial instruments
The fair
value of a financial instrument is the amount at which the instrument could be
exchanged in a current transaction between willing parties. The carrying
amounts of financial assets and liabilities, such as cash and accrued
expenses, approximate their fair values because of the short maturity of these
instruments and market rates of interest.
Revenue
recognition
The
Company’s future revenues will be derived principally from personal consultation
services to the general public. The Company follows the guidance of the
Securities and Exchange Commission’s Staff Accounting Bulletin 104 (“SAB No.
104”) for revenue recognition. The Company will recognize revenue when it is
realized or realizable and earned less estimated future doubtful accounts. The
Company considers revenue realized or realizable and earned when it has
persuasive evidence of an arrangement that the services have been rendered to
the customer, the sales price is fixed or determinable, and collectibility is
reasonably assured.
Income
taxes
The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 “Accounting
for Income Taxes” (“SFAS No. 109”). Deferred income tax assets and
liabilities are determined based upon differences between the financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect when the differences are
expected to reverse.
F-7
Deferred
tax assets are reduced by a valuation allowance to the extent management
concludes it is more likely than not that the assets will not be realized.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the statements
of operations in the period that includes the enactment date.
Net
loss per common share
Net loss
per common share is computed pursuant to Statement of Financial Accounting
Standards No. 128 “Earnings
Per Share” (“SFAS No. 128”). Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding during the period. Diluted net loss per share is computed by
dividing net loss by the weighted average number of shares of common stock and
potentially outstanding shares of common stock during each period. There were no
potentially dilutive shares outstanding as of December 31, 2007.
Recently
Issued Accounting Pronouncements
In June
2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC
Release No. 33-8889 on February 1, 2008. Commencing with its annual report for
the fiscal year ending December 31, 2008, the Company will be required to
include a report of management on its internal control over financial reporting.
The internal control report must include a statement
of
management’s responsibility for establishing and maintaining adequate
internal control over its financial
reporting;
of
management’s assessment of the effectiveness of its internal control over
financial reporting as of year end;
and
of
the framework used by management to evaluate the effectiveness of the
Company’s internal control over financial
reporting.
Furthermore,
in the following fiscal year, it is required to file the auditor’s attestation
report separately on the Company’s internal control over financial reporting on
whether it believes that the Company has maintained, in all material respects,
effective internal control over financial reporting.
On
September 15, 2006, the FASB issued FASB Statement No. 157 “Fair Value Measurements”
(“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value
measurements. SFAS No. 157 is effective as of the beginning of the
first fiscal year beginning after November 15, 2007. The Company does
not anticipate that the adoption of this statement will have a material effect
on the Company’s financial condition and results of operations.
On
February 15, 2007, the FASB issued FASB Statement No. 159 “The Fair Value Option for
Financial Assets and Financial Liabilities: Including an amendment of FASB
Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits all entities to
elect to measure many financial instruments and certain other items at fair
value with changes in fair value reported in earnings. SFAS No. 159 is effective
as of the beginning of the first fiscal year that begins after November 15,2007, with earlier adoption permitted. The Company does not anticipate that the
adoption of this statement will have a material effect on the Company’s
financial condition and results of operations.
In June
2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3
“Accounting for Nonrefundable
Advance Payments for Goods or Services to be Used in Future Research and
Development Activities” (“EITF Issue No. 07-3”) which is effective for
fiscal years beginning after December 15, 2007. EITF Issue No. 07-3
requires that nonrefundable advance payments for future research and development
activities be deferred and capitalized. Such amounts will be
recognized as an expense as the goods are delivered or the related services are
performed. The Company does not expect the adoption of EITF Issue No.
07-3 to have a material impact on the financial results of the
Company.
In
December 2007, the FASB issued FASB Statement No. 141 (Revised 2007) “Business Combinations”
(“SFAS No. 141(R)”), which requires the Company to record fair value estimates
of contingent consideration and certain other potential liabilities during the
original purchase price allocation, expense acquisition costs as incurred and
does not permit certain restructuring activities previously allowed under
Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of
purchase accounting. SFAS No. 141(R) applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December15, 2008, except for the presentation and disclosure requirements, which shall
be applied retrospectively for all periods presented. The Company will adopt
this standard at the beginning of the Company’s year ending December 31, 2008
for all prospective business acquisitions. The Company has not determined the
effect that the adoption of SFAS No. 141(R) will have on the financial results
of the Company.
F-8
In
December 2007, the FASB issued FASB Statement No. 160 “Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS
No. 160”), which causes noncontrolling interests in subsidiaries to be included
in the equity section of the balance sheet. SFAS No. 160 applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008, except for the presentation and disclosure requirements,
which shall be applied retrospectively for all periods presented. The
Company will adopt this standard at the beginning of the Company’s year ending
December 31, 2008 for all prospective business acquisitions. The
Company has not determined the effect that the adoption of SFAS No. 160 will
have on the financial results of the Company.
Management
does not believe that any recently issued, but not yet effective accounting
pronouncements, if adopted, would have a material effect on the accompanying
financial statements.
NOTE
3 – DEVELOPMENT STAGE ACTIVITIES AND GOING CONCERN
The
Company is currently in the development stage. The Company intends to provide
personal consultation services to the general public; however, the Company has
not yet begun operations. Its activities as of December 31, 2007 have
been organizational and developmental (pre-operational).
As
reflected in the accompanying financial statements, the Company had a deficit
accumulated during the development stage of $22,625 at December 31, 2007, had a
net loss of $20,875 for the year ended December 31, 2007, and earned no revenues
since inception.
While the
Company is attempting to commence operations and produce revenues, the Company’s
cash position may not be significant enough to support the Company’s daily
operations. Management intends to raise additional funds by way of a public or
private offering. Management believes that the actions presently
being taken to further implement its business plan and generate revenues provide
the opportunity for the Company to continue as a going concern. While the
Company believes in the viability of its strategy to increase revenues and in
its ability to raise additional funds, there can be no assurances to that
effect. The ability of the Company to continue as a going concern is dependent
upon the Company’s ability to further implement its business plan and generate
revenues. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
NOTE
4 – STOCKHOLDERS’ EQUITY
Sale
of common stock
The
Company was incorporated on October 3, 2006. Upon the formation, the
Company issued 1,000,000 shares of its common stock to its Chief
Executive Officer at their par value of $0.0001 per share as
compensation for incorporation.
In April
2007, the Company issued 13,000,000 shares of common stock to its Chief
Executive Officer as compensation for services rendered.
For the
period from September, 2007 through December 31, 2007, the Company sold 543,000
shares of its common stock in a private placement at $0.05 per share to
twenty-five individuals.
NOTE
5 – INCOME TAXES
At
December 31, 2007, the Company had net operating loss (“NOL”) carry–forwards for
Federal income tax purposes of $22,625 that may be offset against future taxable
income through 2027. No tax benefit has been reported with respect to these net
operating loss carry-forwards in the accompanying financial statements because
the Company believes that the realization of the Company’s net deferred tax
assets of approximately $3,394 was not considered more likely than not and
accordingly, the potential tax benefits of the net loss carry-forwards are fully
offset by a full valuation allowance of $3,394.
Deferred
tax assets consist primarily of the tax effect of NOL carry-forwards. The
Company has provided a full valuation allowance on the deferred tax assets
because of the uncertainty regarding its realizability. The valuation
allowance increased approximately $3,131 and $263 during the year ended December31, 2007 and the period from October 3, 2006 (inception) through December 31,2006, respectively.
Expected
Federal income tax benefit from NOL carry-forwards
$
3,394
$
263
Less
valuation allowance
(3,394
)
(263
)
Deferred
tax assets, net of valuation allowance
$
-
$
-
The
reconciliation of the effective income tax rate to the federal statutory
rate
Federal
income tax rate
15.0
%
15.0
%
Change
in valuation allowance on net operating loss
carry-forwards
(15.0
)%
(15.0
)%
Effective
income tax rate
0.0
%
0.0
%
NOTE
6 – RELATED PARTY TRANSACTION
For the
period from January 1, 2008 through February 15, 2008, the Company sold
454,855 shares of its common stock at $0.05 per share for $22,742.75 to fifteen
individuals.
F-10
MANAGEMENT
DISCUSSION AND ANALYSIS
This
section of the Registration Statement includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. Forward-looking statements are often identified by words
like believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from our
predictions.
Plan
of Operation
We have
begun operations very limited operations, and we require outside capital to
implement our business model.
1.
We believe we can begin to implement our plan to provide image consulting
services to our clients.
2.
All functions will be coordinated and managed by our founder, including
marketing, finance and operations.
3.
We intend to support these marketing efforts through advertising and the
development of high-quality printed marketing materials. We expect the total
cost of the marketing program to range from $20,000-$40,000.
4.
Within 90-120 days of the initiation of our marketing campaign, we believe that
we will begin to generate business.
In
summary, we should be generating revenues from services within 180 days of the
date of this registration statement.
If we are
unable to market effectively our premium cigars, we may have to suspend or cease
our efforts. If we cease our previously stated efforts, we do not
have plans to pursue other business opportunities.
Limited
Operating History
We have
generated less than two full years of financial information and have not
previously demonstrated that we will be able to expand our business through
increased investment marketing. Our business is subject to risks
inherent in growing an enterprise with limited capital resources.
Future
financing may not be available to us on acceptable terms. If
financing is not available on satisfactory terms, we may be unable to continue
expanding our operations. Equity financing will result in a dilution
to existing shareholders.
Results
of Operations
For the
period from October 3, 2006 (inception), to December 31, 2007 we had no revenue.
Expenses for the period totaled $22,625 resulting in a loss of $22,625. Expenses
of $22,625 for the period consisted of $16,625 for general and administrative
expenses and $6,000 for professional fees.
We
believe that we will need additional funding to satisfy our cash requirements
for the next twelve months. Completion of our plan of operation is subject to
attaining adequate revenue. We cannot assure investors that additional financing
will be available. In the absence of additional financing, we may be unable to
proceed with our plan of operations.
We
anticipate that our operational, and general and administrative expenses for the
next 12 months will total approximately $100,000. The foregoing represents our
best estimate of our cash needs based on current planning and business
conditions. The exact allocation, purposes and timing of any monies raised in
subsequent private financings may vary significantly depending upon the exact
amount of funds raised and our progress with the execution of our business plan.
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.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our
executive officer’s and director’s and their respective ages as of April 1,2008 are as follows:
NAME
AGE
POSITION
Belen
Flores
42
Founder,
Chairman, CEO and Director
Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.
Belen
Flores has a B.S. Degree in Agricultural Sciences. During 2006, Ms.
Flores worked as an office manager for Salem Partners, LLC, an investment firm
in Los Angeles, California. In such capacity she maintained company
files and assisted office staff in preparing letters, memorandums and
charts During 2005 and 2006 prior to working with Salem Partners LLC, Ms.
Flores also worked as an office manager with Action Income Tax in Santa Monica,
California in similar capacities. In 2005 she was a legal assistant
at the law offices of V. Allan Khoshbin in Los Angeles, California where she
handled firm correspondence, interviewed clients, managed communication with
clients and insurance adjusters and prepared representation
letters. She received her Bachelor of Science in Agricultural Science
from Don Mariano Marco Memorial State University in
1986.
Term of
Office
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
SUMMARY
COMPENSATION TABLE
Summary Compensation Table;
Compensation of Executive Officers
The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the period
ended December 31, 2007 in all capacities for the accounts of our executive,
including the Chief Executive Officer (CEO) and Chief Financial Officer
(CFO):
Name
and Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity Incentive Plan
Compensation ($)
Non-Qualified
Deferred Compensation Earnings
($)
All
Other Compensation
($)
Totals
($)
Belen
Flores
Founder,
Chairman, and CEO
2007
$
0
0
$
13,000
0
0
0
0
$
13,000
13
Option Grants
Table. There were
no individual grants of stock options to purchase our common stock made to the
executive officer named in the Summary Compensation Table through December 31,2007.
Aggregated
Option Exercises and Fiscal Year-End Option Value Table. There were no stock options
exercised during period ending December 31, 2007 by the executive officer named
in the Summary Compensation Table.
Compensation of
Directors
Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.
Employment
Agreements
We do not
have any employment agreements in place with our officers or
directors.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common stock as of April 1, 2008
and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly.
(1) Based
on 14,977,855 shares outstanding as of April 1, 2008.
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
In
October, 2006, we issued 1,000,000 shares of common stock to Belen Flores as
compensation for incorporation pursuant to the exemption from registration set
forth in section 4(2) of the Securities Act of 1933. In April 2007, we
issued 13,000,000 shares of common stock to Belen Flores as compensation for
services rendered pursuant to the exemption from registration set forth in
section 4(2) of the Securities Act of 1933.
DISCLOSURE
OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Our
director and officer is indemnified as provided by the Nevada Statutes and our
Bylaws. We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act of
1933. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described above, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
We have
been advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act is against
public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court’s decision.
14
NEW IMAGE CONCEPTS,
INC.
997,855
SHARES OF COMMON STOCK
PROSPECTUS
YOU
SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE
REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION
THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS
NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
Until
_____________, all dealers that effect transactions in these securities whether
or not participating in this offering may be required to deliver a prospectus.
This is in addition to the dealer’s obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
Dates Referenced Herein and Documents Incorporated by Reference