UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

 

FORM 10-Q

_______________

(Mark One)

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

 

For the quarterly period ended March 31, 2013 

or

 

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

 

 For the transition period from ______to______.

 

Commission File Number: 333-170118

 

LICONT, CORP.

(Exact name of registrant as specified in its charter)

 

Nevada		72-1621890
(State or other jurisdiction of incorporation or organization)		(I.R.S Employer Identification No.)

 

316 California Avenue, Suite 89

Reno, Nevada 89509

 (Address of principal executive offices) (Zip Code)

 _______________

 

919-933-2720

 (Registrant’s telephone number, including area code)

 

N/A

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o   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 o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer o		Accelerated Filer o
Non-accelerated Filer    o	(Do not check if a smaller reporting company)	Smaller Reporting Company x

 

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

 

As of May 16, 2013, there are 2,640,000 shares of common stock, par value $0.001per share, outstanding.

 

 

LICONT CORP.

 

FORM 10-Q

 

March 31, 2013

 

INDEX

 

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

  

 

PART I – FINANCIAL INFORMATION

 

Item 1.

Financial Statements.

  

LICONT, CORP.

(A Development Stage Enterprise)

Index to Financial Statements

Unaudited

 

Balance Sheet:
September 30, 2012 (restated) and March 31, 2013	F-1
Statements of Operations:
For the three and six months ended March 31, 2012 and 2013 and for the period from Inception May 2, 2011to March 31, 2013	F-2
Statements of Cash Flows:
For the six months ended March 31, 2012 and 2013 and for the period from Inception May 2, 2011 to March 31, 2013	F-3
Notes to Financial Statements:
March 31, 2013	F-4

 

 

LICONT, CORP.

(A Development Stage Enterprise)

Index to Financial Statements

 

		Audited				Unaudited
		September 30,				March 31,
		2012				2013
			(restated)
ASSETS
Current assets:
Cash		$	38,973			$	174,279
Total current assets			38,973				174,279
Other assets
Related party receivable			9,573				2,439
Total other assets			9,573				2,439
Total assets		$	48,546			$	176,718
LIABILITIES
Current liabilities:
Accounts payable		$	6,750			$	7,500
Notes payable			50,167				103,667
Accrued rent							1,500
Total current liabilities			56,917				112,667
Total liabilities			56,917				112,667
STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, 75,000,000 authorized, 2,590,000 and 2,640,000 shares issued and outstanding			2,590				2,640
Capital in excess of par value			20,710				208,160
Deficit accumulated during the development stage			(31,671	)			(146,749	)
Total stockholders' equity			(8,371	)			64,051
Total liabilities and stockholders' deficit		$	48,546			$	176,718

 

The accompanying notes are an integral part of these statements.

 

 

LICONT, CORP.

(A Development Stage Enterprise)

Index to Financial Statements

Unaudited

 

																		(restated)
																		Cumulative,
																		Inception,
		Three months				Three months				Six Months				Six Months				May 2,
		ended				ended				ended				ended				2011 through
		March 31,				March 31,				March 31,				March 31,				March 31,
		2012				2013				2012				2013				2013
Revenue		$	-			$	-			$	-			$	-			$	-
Operating expenses
General and administrative			21,944				73,835				28,017				112,164				143,733
Total operating expenses			21,944				73,835				28,017				112,164				143,733
(Loss) from operations			(21,944	)			(73,835	)			(28,017	)			(112,164	)			(143,733	)
Other income/(expense)							(2,175	)							(2,913	)			(3,016	)
			(21,944	)			(76,010	)			(28,017	)			(115,077	)			(146,749	)
Provision/(credit) for taxes on income			-				-				-				-				-
Net Income/(loss)		$	(21,944	)		$	(76,010	)		$	(28,017	)		$	(115,077	)		$	(146,749	)
Basic earnings/(loss) per common share		$	(0.01	)		$	(0.03	)		$	(0.01	)		$	(0.04	)
Weighted average number of shares outstanding			2,590,000				2,606,667				2,590,000				2,606,667

 

The accompanying notes are an integral part of these statements.

 

 

LICONT, CORP.

(A Development Stage Enterprise)

Index to Financial Statements

Unaudited

 

										(restated)
										Cumulative,
										Inception,
		Six months				Six months				May 2,
		Ended				Ended				2011 through
		March 31,				March 31,				March 31,
		2012				2013				2013
Cash flows from operating activities:
Net income (loss)		$	(28,017	)		$	(115,077	)		$	(146,749	)
Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities:
Forgiveness of debt
Change in current assets and liabilities:
Other receivables							7,133				(2,439	)
Accounts payable and accrued expenses			-				2,250				9,000
Net cash flows from operating activities			(28,017	)			(105,694	)			(140,188	)
Cash flows from investing activities:
Net cash flows from investing activities			-				-				-
Cash flows from financing activities:
Proceeds from sale of common stock							187,500				210,800
Procees from note payable							53,500				103,667
Related party transaction			5,800
Net cash flows from financing activities			5,800				241,000				314,467
Net cash flows			(22,217	)			135,306				174,279
Cash and equivalents, beginning of period			22,661				38,973				-
Cash and equivalents, end of period		$	444			$	174,279			$	174,279
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:
Interest		$	-			$	-			$	-
Income taxes		$	-			$	-			$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING:
Foregiveness of debt		$	-			$	-				7,779

 

The accompanying notes are an integral part of these statements.

 

 

LICONT, CORP.

 (A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

March 31, 2013

 

Note 1 - Summary of Significant Accounting Policies:

 

General Organization and Business

 

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

 

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 as of and for the period ending March 31, 2012 and March 31, 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, 2012 and March 31, 2013.

 

Property and Equipment

 

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

 

Inventory

 

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

 

 

LICONT, CORP.

 (A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

March 31, 2013

 

Accounts receivable

 

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

 

Fair value of financial instruments and derivative financial instruments

 

The Company’s financial instruments include cash, accounts receivable, 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 December 31, 2012 and March 31, 2013. The Company did not engage in any transaction involving derivative instruments.

 

Federal income taxes

 

   The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. 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 operations in the period that includes the enactment date.

 

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:

 

As of and for the years ended September 30, 2012 and March 31, 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 March 31, 2013, the Company had an accumulated deficit of $146,749. 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.

 

 

LICONT, CORP.

 (A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

March 31, 2013

 

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 – Restatement

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

 

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

 

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

 

Note 4 - Related Party Loans:

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

 

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

 

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

 

 

LICONT, CORP.

 (A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

March 31, 2013

 

As of March 31, 2013, The Company had received payment on the related party receivable of $39,302 and reduced the balance to $2,439. The note carries an interest rate of 8% and has no current terms of repayment. The Company has interest receivable of $651 as of March 31, 2013.

 

Note 5 – Notes Payable:

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

 

On December 13, 2012, The Company entered into a Convertible Promissory Note with Amalfi Coast Capital, Inc. The Company has received $50,000 with a stated rate of 8% and due on June 13, 2013. The conversion feature is $3.75 per share, which is the current market price of the stock.

 

Note 6 - Common Stock:

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

 

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

 

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.

 

As of March 31, 2013, The Company had 2,640,000 share of common stock issued and outstanding.

 

Note 7 - Income Taxes:

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

 

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

 

 

LICONT, CORP.

 (A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

March 31, 2013

 

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

 

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

 

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

 

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

 

Note 8 – Change in Control:

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

 

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

 

 

Item 2.

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

    

Overview

 

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

 

Change of Control

 

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

 

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

  

Plan of Operation

 

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

  

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

 

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

 

Limited Operating History

 

We have not previously demonstrated that we will be able to expand our business. We cannot guarantee that the expansion efforts described in this annual report will be successful. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our renovation services offering. Our independent auditors have issued a going concern opinion that raises substantial doubt about our ability to continue as a going concern. As reflected in the financial statements in this Form 10-Q, we are a development stage company with limited operations. We had a net loss of $146,749 since inception (May 2, 2011) through March 31, 2013. We incurred general and administrative expenses of $143,733 for the same period, inception through March 31, 2013. Cash on hand as of March 31, 2013 was $174,279.

 

Results of Operation

 

For the three and six months ended March 31, 2013 and 2012

 

Revenue: The Company is not generating revenue at this time.

 

Total Operating Expenses: Total operating expenses for the three months and six months ended March 31, 2013 were $73,835 and $112,164, respectively, compared with $21,944 and $28,017 in the comparable three and six month ended March 31, 2012. The increase in total operating expenses was primarily attributable to increases in legal and professional fees.

 

Loss from Operations: Loss from operations for the three months and six months ended March 31, 2013 were $73,835 and $112,164, respectively, compared with $21,944 and $28,017 in the comparable three and six month ended March 31, 2012. This reflects an increase of $51,891 and $84,147 for the three and six months ended March 31, 2013 from the comparable periods in 2012.

 

Net loss: We incurred a net loss for the three months and six months ended March 31, 2013 of $76,010 and $115,077, respectively, compared with $21,944 and $28,017 in the comparable three and six month ended March 31, 2012.

 

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 $140,188 from inception and has a net loss since inception of $146,749. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.  

 

Recent Accounting Pronouncements

 

As of March 31, 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 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

Smaller reporting companies are not required to provide such information.

 

Item 4.

Controls and Procedures.

 

Evaluation of Disclosure Controls

 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Principal Financial Officer (“PFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and PFO concluded that the Company’s disclosure controls and procedures concluded that because of the material weaknesses in the internal control over financial reporting discussed below, our disclosure controls and procedures were not effective as of March 31, 2013 because of material weaknesses in its internal controls over financial reporting.

 

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control our financial reporting as of March 31, 2013, the Company determined that the following items constituted material weaknesses:

 

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

 

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

 

Changes in internal control over financial reporting

 

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

 

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings.

 

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

Item 1A.

Risk Factors.

 

Not applicable because we are a smaller reporting company.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

On 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.

 

The issuance of these shares was exempt from registration, pursuant to Section 4(2) of the Securities Act.  These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance securities 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 securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these stockholders 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 securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities 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 3.

Defaults Upon Senior Securities.

 

None.

 

Item 4.

Mine Safety Disclosures.

 

Not applicable.

 

  

Item 5.

Other Information.

 

None.

 

Item 6.

Exhibits.

 

Exhibit Number		Exhibit Title
31.1		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *		XBRL Instance Document
101.SCH *		XBRL Taxonomy Schema
101.CAL *		XBRL Taxonomy Calculation Linkbase
101.DEF *		XBRL Taxonomy Definition Linkbase
101.LAB *		XBRL Taxonomy Label Linkbase
101.PRE *		XBRL Taxonomy Presentation Linkbase

 

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

 

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

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	LICONT CORP.
Date: May 16, 2013	By:	/s/ Trevor Robertson
		Trevor Robertson
		President and  Chief Executive Officer (Duly Authorized Officer, Principal  Executive Officer and Principal  Financial Officer)