Nevada | 13-4362274 | |
State of Incorporation | IRS Employer Identification No. |
Large accelerated filer
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o |
Accelerated filer
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o |
Non-accelerated filer
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o |
Smaller reporting company
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x |
(Do not check if a smaller reporting company)
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PART I - Financial Information |
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Item 1. |
Consolidated Financial Statements
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3 | |||
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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20 | |||
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
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22 | |||
Item 4. |
Controls and Procedures
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22 | |||
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PART II – Other Information | |||||
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Item 1. |
Legal Proceedings
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23 | |||
Item 1A. |
Risk Factors
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23 | |||
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds
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23 | |||
Item 3. |
Defaults Upon Senior Securities
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23 | |||
Item 4. |
Mine Safety Disclosures
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23 | |||
Item 5. |
Other Information
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23 | |||
Item 6. |
Exhibits
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24 |
Iconic Brands, Inc. and Subsidiary
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(a development stage company)
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Consolidated Balance Sheets
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March 31,
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December 31,
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|||||||
2012
|
2011
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|||||||
(Unaudited)
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||||||||
Assets
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||||||||
Current assets:
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||||||||
Cash and cash equivalents
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$ | - | $ | - | ||||
Current assets of discontinued operations (see Note 8)
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- | - | ||||||
Total current assets
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- | - | ||||||
Total assets
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$ | - | $ | - | ||||
Liabilities and Stockholders' Deficiency
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||||||||
Current liabilities:
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||||||||
Current portion of debt
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$ | 268,800 | $ | 268,800 | ||||
Accounts payable
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73,187 | 74,841 | ||||||
Accrued interest on Iconic Brands, Inc. debt
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54,910 | 47,523 | ||||||
Current liabilities of discontinued operations (see Note 8)
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3,490,646 | 3,474,043 | ||||||
Total current liabilities
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3,887,543 | 3,865,207 | ||||||
Long term debt
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59,503 | 55,381 | ||||||
Long term debt of discontinued operations (see Note 8)
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1,620,287 | 1,617,144 | ||||||
Series B preferred stock, $2.00 per share stated value; designated 1,000,000 shares,
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||||||||
issued and outstanding 916,603 and 916,603 shares, respectively
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1,833,206 | 1,833,206 | ||||||
Total liabilities
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7,400,539 | 7,370,938 | ||||||
Stockholders' deficiency:
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||||||||
Preferred stock, $.00001 par value; authorized 100,000,000 shares,
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||||||||
Series A, designated 1 share, issued and outstanding 1 and 1 shares, respectively
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1 | 1 | ||||||
Common stock, $.00001 par value; authorized 100,000,000 shares,
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||||||||
issued and committed to be issued and outstanding 54,361,412 and 54,361,412 shares, respectively
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544 | 544 | ||||||
Additional paid-in capital
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8,942,059 | 8,937,524 | ||||||
Accumulated deficit prior to development stage period
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(16,124,330 | ) | (16,124,330 | ) | ||||
Accumulated losses during the development stage period January 1, 2011 to March 31, 2012
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(218,813 | ) | (184,677 | ) | ||||
Total stockholders' deficiency
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(7,400,539 | ) | (7,370,938 | ) | ||||
Total liabilities and stockholders' deficiency
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$ | - | $ | - |
Iconic Brands, Inc. and Subsidiary
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|||||
(a development stage company)
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Consolidated Statements of Operations
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|||||
(Unaudited)
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Three Months Ended
March 31, |
Development Stage
Period January 1, 2011
to March 31,
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2012
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2011
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2012
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Continuing operations:
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Sales
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$ | - | $ | - | $ | - | ||||||
Expenses:
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Professional fees
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- | 19,500 | 37,750 | |||||||||
Other general and administrative expenses (including stock-based compensation of $4,535, $4,535 and $22,675, respectively)
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2,881 | 8,844 | 25,330 | |||||||||
Interest expense on Iconic Brands, Inc. debt (including amortization of debt discounts of $4,122, $4,122 and $20,610, respectively)
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11,509 | 10,743 | 56,816 | |||||||||
Total expenses
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14,390 | 39,087 | 119,896 | |||||||||
Loss from continuing operations
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(14,390 | ) | (39,087 | ) | (119,896 | ) | ||||||
Loss from discontinued operations (see Note 8)
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(19,746 | ) | (19,565 | ) | (98,917 | ) | ||||||
Net loss
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$ | (34,136 | ) | $ | (58,652 | ) | $ | (218,813 | ) | |||
Net loss per common share - basic and diluted:
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||||||||||||
Continuing operations
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
Discontinued operations
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(0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||
Total
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
Weighted average number of common shares outstanding - basic and diluted
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54,361,412 | 53,992,991 | 54,292,737 |
Iconic Brands, Inc. and Subsidiary
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(a development stage company)
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Consolidated Statements of Changes in Stockholders' Deficiency
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|||||||||||||||
Development Stage Period January 1, 2011 to March 31, 2012
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|||||||||||||||
(Unaudited)
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Series A
Preferred Stock, |
Common Stock,
$.00001 par |
Additional
Paid-In |
Accumulated deficit prior to
Development Stage
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Accumulated losses during
the development stage periodJanuary 1, 2011 to March 31,
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Shares
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Amount
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Shares
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Amount
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Capital
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Period
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2012
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Total
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Balance at January 1, 2011 (inception of development stage)
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1 | 1 | 52,519,307 | 525 | 8,915,903 | (16,124,330 | ) | - | (7,207,901 | ) | ||||||||||||||||||||||
Partial conversion of 8% Promissory Note to common stock
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- | - | 1,842,105 | 19 | 3,481 | - | - | 3,500 | ||||||||||||||||||||||||
Stock option expense
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- | - | - | - | 18,140 | - | - | 18,140 | ||||||||||||||||||||||||
Net loss
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- | - | - | - | - | - | (184,677 | ) | (184,677 | ) | ||||||||||||||||||||||
Balance at December 31, 2011
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1 | 1 | 54,361,412 | 544 | 8,937,524 | (16,124,330 | ) | (184,677 | ) | (7,370,938 | ) | |||||||||||||||||||||
Stock option expense
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- | - | - | - | 4,535 | - | - | 4,535 | ||||||||||||||||||||||||
Net loss
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- | - | - | - | - | - | (34,136 | ) | (34,136 | ) | ||||||||||||||||||||||
Balance at March 31, 2012
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1 | $ | 1 | 54,361,412 | $ | 544 | $ | 8,942,059 | $ | (16,124,330 | ) | $ | (218,813 | ) | $ | (7,400,539 | ) |
Iconic Brands, Inc. and Subsidiary
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(a development stage company)
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Consolidated Statements of Cash Flows
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(Unaudited)
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Three Months Ended
March 31, |
Development Stage
Period January 1, 2011to March 31,
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2012
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2011
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2012
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Cash flows from operating activities
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Net loss
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$ | (34,136 | ) | $ | (58,652 | ) | $ | (218,813 | ) | |||
Loss from discontinued operations
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19,746 | 19,565 | 98,917 | |||||||||
Adjustments to reconcile net loss to net cash used in operating activities:
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Amortization of debt discounts charged to interest expense
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4,122 | 4,122 | 20,610 | |||||||||
Stock -based compensation
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4,535 | 4,535 | 22,675 | |||||||||
Legal, audit and accounting, and consulting fees paid by two lenders on behalf of the Company
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- | 28,300 | 49,050 | |||||||||
Changes in operating assets and liabilities:
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Accounts payable
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(1,654 | ) | (5,500 | ) | (9,654 | ) | ||||||
Accrued expenses and other current liabilities
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7,387 | 6,621 | 36,206 | |||||||||
Net cash used in operating activities - continuing operations
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- | (1,009 | ) | (1,009 | ) | |||||||
Net cash provided by operating activities - discontinued operations
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- | 784 | 784 | |||||||||
Net cash used in operating activities
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- | (225 | ) | (225 | ) | |||||||
Cash flows from investing activities
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||||||||||||
Loans from continuing operations to discontinued operations
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- | - | - | |||||||||
Net cash provided by (used in) investing activities - continuing operations
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- | - | - | |||||||||
Net cash provided by (used in) investing activities - discontinued operations
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- | - | - | |||||||||
Net cash provided by (used in) investing activities
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- | - | - | |||||||||
Cash flows from financing activities:
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||||||||||||
Increases in debt
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- | - | - | |||||||||
Repayment of debt
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- | - | - | |||||||||
Net cash provided by (used in) financing activities - continuing operations
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- | - | - | |||||||||
Net cash provided by (used in) financing activities - discontinued operations
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- | - | - | |||||||||
Net cash provided by (used in) financing activities
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- | - | - | |||||||||
Decrease in cash and cash equivalents
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- | (225 | ) | (225 | ) | |||||||
Cash and cash equivalents, beginning of period
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- | 225 | 225 | |||||||||
Cash and cash equivalents, end of period
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- | - | - | |||||||||
Less cash and cash equivalents of discontinued operations at end of period
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- | - | - | |||||||||
Cash and cash equivalents of continuing operations at end of period
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$ | - | $ | - | $ | - | ||||||
Supplemental disclosures of cash flow information:
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Interest paid
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$ | - | $ | 23,190 | $ | - | ||||||
Income taxes paid
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$ | - | $ | - | $ | - | ||||||
Non-cash, operating, investing and financing activities:
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||||||||||||
Legal, audit and accounting, and consulting fees paid by two lenders on behalf of the Company
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$ | - | $ | 28,300 | $ | 49,050 | ||||||
Shares of common stock issued to noteholders in satisfaction of debt and accrued interest
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$ | - | $ | 3,500 | $ | 3,500 |
Three Months Ended March 31,
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2012
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2011
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7% convertible notes and accrued interest
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659,566 | 624,476 | ||||||
6% convertible notes and accrued interest
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3,353,200,000 | 3,172,600,000 | ||||||
12% convertible notes and accrued interest
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8,647,700,000 | 7,805,500,000 | ||||||
10% convertible notes and accrued interest
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233,236 | 218,194 | ||||||
8% convertible note and accrued interest
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102,202,778 | 31,152,451 | ||||||
Series B preferred stock owned by Capstone Capital Group I, LLC
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1,615,159,471 | 450,973,186 | ||||||
Stock Options
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- | 300,000 | ||||||
Warrants
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19,322,184 | 19,522,184 | ||||||
Total equivalent shares of common stock
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13,738,477,235 | 11,480,890,491 |
2012
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2011
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Convertible promissory note, interest at 7%, due September 13, 2014, net of unamortized discount of $40,497 and $44,619, respectively
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(A)
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$ | 59,503 | $ | 55,381 | ||||
Loans payable, interest at 0%, due on demand (see Note 9)
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(C)
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112,300 | 112,300 | ||||||
Convertible promissory note, interest at 6%, due June 30, 2010 (see Note 9)
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(B)
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30,000 | 30,000 | ||||||
Convertible promissory notes, interest at 12%, due June 30, 2010 (see Note 9)
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(B)
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70,000 | 70,000 | ||||||
Convertible promissory note, interest at 8% (default rate of 22%), due February 7, 2011 (in default)
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(A)
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56,500 | 56,500 | ||||||
Total
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328,303 | 324,181 | |||||||
Less current portion of debt
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(268,800 | ) | (268,800 | ) | |||||
Long term debt
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$ | 59,503 | $ | 55,381 |
Legal fees
|
$ | 27,500 | ||
Audit and accounting fees
|
17,500 | |||
Consulting fees
|
4,050 | |||
Total
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$ | 49,050 |
Past due
|
$ | 268,800 | ||
Year ending March 31, 2013
|
- | |||
Year ending March 31, 2014
|
- | |||
Year Ending March 31, 2015
|
100,000 | |||
Total
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368,800 | |||
Less debt discounts
|
40,497 | |||
Net
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$ | 328,303 |
March 31,
2012
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December 31,
2011
|
|||||||
Convertible note, interest at 7%
|
$ | 17,815 | $ | 16,070 | ||||
Convertible note, interest at 6%
|
3,532 | 3,083 | ||||||
Convertible notes, interest at 12%
|
16,477 | 14,383 | ||||||
Convertible note, interest at 8% (default rate of 22%)
|
17,086 | 13,987 | ||||||
Total
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$ | 54,910 | $ | 47,523 |
2012
|
2011
|
||||||||
Promissory note, interest at 20%, due January 29, 2009 (in default)
|
$ | 100,000 | $ | 100,000 | |||||
Convertible promissory notes, interest at 10%, due October 25, 2007 to November 27, 2007 (in default)
|
(A)
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75,000 | 75,000 | ||||||
Promissory notes, interest at 13%, due May 31, 2010 (in default)
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(B)
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220,000 | 220,000 | ||||||
Due Donald Chadwell (5% stockholder at December 31, 2011), interest at 0%, no repayment terms
|
763,000 | 763,000 | |||||||
Due Richard DeCicco (officer, director and 30% stockholder at December 31, 2011) and affiliates, interest at 0%, no repayment terms
|
714,338 | 714,338 | |||||||
Convertible notes, interest at 7% (default rate of 14%), due August 27, 2012 to November 27, 2012, net of unamortized discounts of $7,051 and $10,194, respectively
|
(A)
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142,949 | 139,806 | ||||||
Total
|
2,015,287 | 2,012,144 | |||||||
Less current portion of debt
|
(395,000 | ) | (395,000 | ) | |||||
Long term debt
|
$ | 1,620,287 | $ | 1,617,144 |
Past due
|
$ | 395,000 | ||
Year ending March 31, 2013
|
150,000 | |||
No repayment terms (due two significant stockholders)
|
1,477,338 | |||
Total
|
2,022,338 | |||
Less debt discounts
|
7,051 | |||
Net
|
$ | 2,015,287 |
March 31,
2012
|
December 31,
2011
|
|||||||
Convertible note, interest at 7%
|
$ | 61,968 | $ | 59,351 | ||||
Promissory note, interest at 20%
|
55,012 | 50,026 | ||||||
Promissory notes, interest at 13%
|
66,188 | 59,058 | ||||||
Convertible promissory notes, interest at 10%
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41,618 | 39,748 | ||||||
Total
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$ | 224,786 | $ | 208,183 |
1)
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24,909 shares were issued to Harbrew Florida stockholders,
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2)
|
19,634,112 shares valued at $1,963,411 were issued to Company management and employees for services, including 15,972,359 shares to the Company’s Chief Executive Officer, 100,000 shares to the Company’s Chief Financial Officer, and 2,586,753 shares to Donald Chadwell,
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3)
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2,086,973 shares valued at $208,697 were issued to Danny DeVito and affiliates for services,
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4)
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4,606,307 shares were issued to noteholders in satisfaction of $2,125,625 of debt and $177,529 of accrued interest, and
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5)
|
1,000,000 shares were issued to Capstone as part of the Termination Agreement.
|
Stock
|
||||||||
Options
|
Warrants
|
|||||||
Outstanding at December 31, 2011
|
1,000,000 | 19,322,184 | ||||||
Granted and issued
|
- | - | ||||||
Exercised
|
- | - | ||||||
Forfeited/expired/cancelled
|
- | - | ||||||
Outstanding at March 31, 2012
|
1,000,000 | 19,322,184 |
Date
|
Number
|
Number
|
Exercise
|
Expiration
|
|||||||||
Granted
|
Outstanding
|
Exercisable
|
Price
|
Date
|
|||||||||
January 1, 2008
|
1,000,000 | - | $ | 0.10 | (a) |
June 30, 2013
|
|||||||
Total
|
1,000,000 | - |
Date
|
Number
|
Number
|
Exercise
|
Expiration
|
||||||||||
Issued
|
Outstanding
|
Exercisable
|
Price
|
Date
|
||||||||||
July 2, 2007
|
500,000 | 500,000 | $ | 1.00 |
July 2, 2012
|
|||||||||
July 2, 2007
|
500,000 | 500,000 | $ | 1.50 |
July 2, 2012
|
|||||||||
August 27, 2007
|
550,000 | 550,000 | $ | 1.00 |
August 27, 2012
|
|||||||||
August 27, 2007
|
550,000 | 550,000 | $ | 1.50 |
August 27, 2012
|
|||||||||
November 8, 2007
|
811,250 | 811,250 | $ | 1.00 |
November 8, 2012
|
|||||||||
November 8, 2007
|
811,250 | 811,250 | $ | 1.50 |
November 8, 2012
|
|||||||||
March 5, 2008
|
192,500 | 192,500 | $ | 1.00 |
March 5, 2013
|
|||||||||
March 5, 2008
|
192,500 | 192,500 | $ | 1.50 |
March 5, 2013
|
|||||||||
June 10, 2008
|
27,500 | 27,500 | $ | 1.00 |
June 10, 2013
|
|||||||||
June 10, 2008
|
27,500 | 27,500 | $ | 1.50 |
June 10, 2013
|
|||||||||
June 10, 2008
|
25,000 | 25,000 | $ | 1.00 |
December 10, 2013
|
|||||||||
June 10, 2008
|
25,000 | 25,000 | $ | 1.50 |
December 10, 2013
|
|||||||||
June 11, 2008
|
30,000 | 30,000 | $ | 1.00 |
December 10, 2013
|
|||||||||
June 11, 2008
|
30,000 | 30,000 | $ | 1.50 |
December 10, 2013
|
|||||||||
July 2, 2008
|
110,000 | 110,000 | $ | 1.00 |
January 2, 2014
|
|||||||||
July 2, 2008
|
110,000 | 110,000 | $ | 1.50 |
January 2, 2014
|
|||||||||
July 23, 2008
|
50,000 | 50,000 | $ | 1.00 |
January 23, 2014
|
|||||||||
July 23, 2008
|
50,000 | 50,000 | $ | 1.50 |
January 23, 2014
|
|||||||||
August 11, 2008
|
1,000,000 | 1,000,000 | $ | 1.00 |
August 11, 2013
|
|||||||||
June 10, 2009
|
1,000,000 | 1,000,000 | $ | 0.50 |
June 10, 2012
|
|||||||||
July 23, 2009
|
20,000 | 20,000 | $ | 1.00 |
July 23, 2012
|
|||||||||
July 23, 2009
|
20,000 | 20,000 | $ | 1.50 |
July 23, 2012
|
|||||||||
August 12, 2009
|
(A)
|
400,000 | 400,000 | $ | 1.00 |
August 12, 2014
|
||||||||
August 12, 2009
|
(A)
|
533,334 | 533,334 | $ | 1.50 |
August 12, 2014
|
||||||||
August 19, 2009
|
1,000,000 | 1,000,000 | $ | 0.01 |
August 19, 2014
|
|||||||||
August 19, 2009
|
1,000,000 | 1,000,000 | $ | 1.00 |
August 19, 2014
|
|||||||||
September 14, 2009
|
200,000 | 200,000 | $ | 1.00 |
September 14, 2014
|
|||||||||
September 14, 2009
|
200,000 | 200,000 | $ | 1.50 |
September 14, 2014
|
|||||||||
September 16, 2009
|
200,000 | 200,000 | $ | 1.00 |
July 2, 2012
|
|||||||||
September 16, 2009
|
200,000 | 200,000 | $ | 1.50 |
July 2, 2012
|
|||||||||
January 6, 2010
|
100,000 | 100,000 | $ | 0.22 |
January 4, 2015
|
|||||||||
January 13, 2009
|
100,000 | 100,000 | $ | 0.23 |
January 13, 2015
|
|||||||||
February 8, 2010
|
500,000 | 500,000 | $ | 1.00 |
February 8, 2015
|
|||||||||
February 8, 2010
|
500,000 | 500,000 | $ | 1.50 |
February 8, 2015
|
|||||||||
March 16, 2010
|
2,000,000 | 2,000,000 | $ | 0.25 |
March 16, 2015
|
|||||||||
April 15, 2010
|
1,200,000 | 1,200,000 | $ | 0.20 |
April 15, 2013
|
|||||||||
April 19, 2010
|
4,556,350 | 4,556,350 | $ | 0.20 |
April 14, 2013
|
|||||||||
Total
|
19,322,184 | 19,322,184 |
2012
|
2011
|
|||||||
Revenues
|
$ | - | $ | - | ||||
Cost of goods sold
|
- | - | ||||||
Gross profit
|
- | - | ||||||
Selling, general and administrative expenses
|
- | - | ||||||
Operating income
|
- | - | ||||||
Interest expense (including amortization of debt discounts of $3,143 and $3,143, respectively)
|
19,746 | 19,565 | ||||||
Loss before income tax provision
|
(19,746 | ) | (19,565 | ) | ||||
Income tax provision
|
- | - | ||||||
Loss from discontinued operations
|
$ | (19,746 | ) | $ | (19,565 | ) |
2012
|
2011
|
|||||||
Assets
|
||||||||
Current assets
|
$ | - | $ | 784 | ||||
Total assets
|
$ | - | $ | 784 | ||||
Liabilities
|
||||||||
Current portion of debt
|
$ | 395,000 | $ | 395,000 | ||||
Accounts payable
|
1,219,768 | 1,219,768 | ||||||
Accrued interest payable
|
224,786 | 208,183 | ||||||
Other accrued expenses and other current liabilities
|
1,651,092 | 1,651,092 | ||||||
Current liabilities
|
3,490,646 | 3,474,043 | ||||||
Long – term debt
|
1,620,287 | 1,617,144 | ||||||
Total liabilities
|
5,110,933 | 5,091,187 | ||||||
Net liabilities
|
$ | (5,110,933 | ) | $ | (5,091,187 | ) |
For the Period from April 1, 2012 through March 20, 2013
|
||||
Legal fees
|
$ | 7,770 | ||
Audit and accounting fees
|
10,000 | |||
Consulting fees
|
2,038 | |||
Company’s stock transfer agent
|
11,766 | |||
Total
|
$ | 31,574 |
Exhibit No.
|
|
Description
|
31.1
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Rule 13a-14(a)/15d-14(a) Certifications of Richard DeCicco, President, Principal Executive, Financial and Accounting Officer
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32.1
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Section 1350 Certifications of Richard DeCicco, President, Principal Executive, Financial and Accounting Officer
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101.INS **
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XBRL Instance Document
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101.SCH **
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XBRL Taxonomy Extension Schema Document
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101.CAL **
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF **
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB **
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE **
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XBRL Taxonomy Extension Presentation Linkbase Document
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ICONIC BRANDS, INC. | |||
Dated: April 16, 2013
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By:
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/s/ Richard DeCicco | |
Name: | Richard DeCicco | ||
Title: | President (Principal Executive, Financial and Accounting Officer) |
1.
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I have reviewed the quarterly report on Form 10-Q for the quarterly period ended March 31, 2012 of Iconic Brands, Inc. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Dated: April 16, 2013
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By:
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/s/ Richard DeCicco | |
Name: | Richard DeCicco | ||
Title: | President(Principal Executive, Financial and Accounting Officer) |
Date: April 16, 2013
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By:
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/s/ Richard DeCicco. | |
Richard DeCicco | |||
President (Principal Executive, Financial and Accounting Officer) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2012
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Summary Of Significant Accounting Policies | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (a) Basis of Presentation
The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, as of March 31, 2012, the Company had negative working capital of $3,887,543 and a stockholders deficiency of $7,400,539. Further, from inception to March 31, 2012, the Company incurred losses of $16,343,143. These factors create substantial doubt as to the Companys ability to continue as a going concern. The Company plans to improve its financial condition by reorganizing and acquiring a new business. However, there is no assurance that the Company will be successful in accomplishing this objective. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
(b) Interim Financial Statements
The unaudited financial statements as of March 31, 2012 and for the three months ended March 31, 2012 and 2011 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments necessary to present fairly the financial position as of March 31, 2012 and the results of operations and cash flows for the periods ended March 31, 2012 and 2011. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three months ended March 31, 2012 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2012. The balance sheet at December 31, 2011 has been derived from the audited financial statements at that date.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commissions rules and regulations. These unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2011 included in our Form 10-K filed March 26, 2013.
(c) Net Income (Loss) per Share
Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during the period.
Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options, warrants, and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation.
For the three months ended March 31, 2012 and 2011, diluted common shares outstanding excluded the following dilutive securities as the effect of their inclusion was anti-dilutive:
(d) Recently Issued Accounting Pronouncements
Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Companys financial position and results of operations from adoption of these standards is not expected to be material.
(e) Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation. |