UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


_______________




AMENDMENT NO. 1 TO FORM 10-Q


_______________




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




For the quarterly period ended June 30, 2009




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





For the transition period from ______ to  ______.




NEW IMAGE CONCEPTS, Inc.


(Exact name of registrant as specified in its charter)




Nevada

33-1155965(State or other jurisdiction of
incorporation or organization)

(Commission File No.)

(IRS Employee Identification No.)





2019 Delaware Avenue


Santa Monica, CA 90404


(Address of Principal Executive Offices)


_______________




(310) 403-4319


(Issuer Telephone number)


_______________




(Former Name or Former Address if Changed Since Last Report)




Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes x No o




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


Yes o 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 “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):





Large Accelerated Filer o   Accelerated Filer o       Non-Accelerated Filer o       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 xNo o




State the number of shares outstanding of each of the issuer’s classes of common equity, as of August 3, 2009: 44,993,565 shares of common stock.













NEW IMAGE CONCEPTS, INC.


FORM 10-Q


June 30, 2009


INDEX




PART I-- FINANCIAL INFORMATION




Item 1.
Financial StatementsItem 2.
Management’s Discussion and Analysis of Financial ConditionItem 3.
Quantitative and Qualitative Disclosures About Market RiskItem 4T.
Control and Procedures




PART II-- OTHER INFORMATION




Item 1
Legal ProceedingsItem 1A
Risk FactorsItem 2.
Unregistered Sales of Equity Securities and Use of ProceedsItem 3.
Defaults Upon Senior SecuritiesItem 4.
Submission of Matters to a Vote of Security HoldersItem 5.
Other InformationItem 6.
Exhibits and Reports on Form 8-K




SIGNATURE













ITEM 1. Financial Information






NEW IMAGE CONCEPTS, INC.


(A development stage company)






FINANCIAL STATEMENTS
Page #Balance Sheets as of June 30, 2009 (Unaudited) and December 31, 2008
F-1Statements of Operations for the Three Months Ended June 30, 2009 and 2008
F-2Statements of Operations for the Six Months Ended June 30, 2009 and 2008, and the Period from  October 3, 2006 (Inception) through June 30, 2009 (Unaudited)
F-3Statement of Stockholders’ Equity (Deficit) from October 3, 2006 (Inception) through June 30, 2009 (Unaudited)
F-4Statements of Cash Flows for the Six Months Ended June 30, 2009 and 2008, and the Period from  October 3, 2006 (Inception) through June 30, 2009 (Unaudited)
F-5Notes to the Financial Statements (Unaudited)
F-6












NEW IMAGE COCEPTS, INC.


(a development stage company)


Balance Sheets





ASSETSJune 30,
2009
(Unaudited)


December 31,
2008Current Assets:Cash

$
14,903


$
22,775Total Current Assets


14,903



22,775TOTAL ASSETS

$
14,903


$
22,775LIABILITIES AND STOCKHOLDERS' EQUITYCurrent Liabilities:Accrued expenses

$
11,925


$
12,075Total Current Liabilities


11,925



12,075Stockholders' Equity:Common stock: $0.001 par value; authorized 500,000,000 shares; 44,993,565 shares issued and outstanding


44,994



44,994Additional paid-in capital


19,024



19,024Deficit accumulated  during the development stage


(61,040
)


(53,318
)Total Stockholders’ Equity


2,978



10,700TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$
14,903


$
22,775




See accompanying notes to the financial statements.




F-1






NEW IMAGE CONCEPTS, INC.


(a development stage company)





Statements of Operations


(Unaudited)





For the Three
Months Ended
June 30,2009


For the Three
Months Ended
June 30,2008Revenue

$
-


$
381Operating ExpensesProfessional fees


1,000



1,000Compensation


1,500



1,500General and administrative


997



13,655Total Operating Expenses


(3,497
)


(16,155
)Net loss


(3,497
)


(15,774
)Net loss per common share - basic and diluted

$
(0.00
)

$
(0.00
)Weighted average number of common shares outstanding – basic and diluted


44,993,565



44,993,565





See accompanying notes to financial statements.





F-2











NEW IMAGE CONCEPTS, INC.


(a development stage company)





Statements of Operations


(Unaudited)





For the Six
Months Ended
June 30,2009


For the Six
Months Ended
June 30,2008


For the period from
October 3, 2006
(Inception) through
June 30,2009Revenue

$
-


$
1,630


$
1,630Operating expensesLegal and professional fees


2,850



2,000



27,383Compensation


3,000



2,000



8,000General and administrative


1,872



14,195



27,287Total operating expenses


(7,722
)


(18,195
)


(62,670
)Net loss


(7,722
)


(16,565
)


(61,040
)Net loss per common share - basic and diluted

$
(0.00
)

$
(0.00
)

$
(0.00
)Weighted average number of common shares outstanding – basic and diluted


44,993,565



44,762,091



36,473,184





See accompanying notes to financial statements.




F-3







NEW IMAGE CONCEPTS, INC.


(a development stage company)





Statement of Stockholders’ Equity (Deficit)


For the Period from October 3, 2006 (Inception) through June 30, 2009


(Unaudited)








Common
Shares


Amount


Additional
Paid-in
Capital


Deficit Accumulated During the Development Stage


Total Stockholder’s Equity (Deficit)October 3, 2006 (Inception)


3,000,000


$
3,000


$
(2,000
)

$
-


$
1,000Net loss














(1,750
)


(1,750
)Balance, December 31, 2006


3,000,000



3,000



(2,000
)


(1,750
)


(750
)Contribution to capital










125







125Shares issued for compensation  in April 2007 at $0.00033 per share


39,000,000



39,000



(26,000
)






13,000Shares issued for cash from September 12 through November 13, 2007 at $0.00167 per share


1,629,000



1,629



25,521







27,150Net loss














(20,875
)


(20,875
)Balance, December 31, 2007


43,629,000



43,629



(2,354
)


(22,625
)


18,650Shares issued for cash from January 10, 2008 through March 19, 2008 at $0.00167 per   share


1,364,565



1,365



21,378







22,743Net loss














(30,693
)


(30,693
)Balance, December 31, 2008


44,993,565



44,994



19,024



(53,318
)


10,700Net loss














(7,722
)


(7,722
)Balance, June 30, 2009


44,993,565


$
44,994


$
19,024


$
(61,040
)

$
2,978




See accompanying notes to financial statements.




F-4







NEW IMAGE CONCEPTS, INC.


(a development stage company)





Statements of Cash Flows


(Unaudited)








For the Six Months Ended June 30, 2009


For the Six Months Ended June 30, 2008


For the period from October 3, 2006 (Inception) through June 30, 2009CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(7,722
)

$
(16,565
)

$
(61,040
)Adjustments to reconcile net loss to net cash provided by operating activities:Shares issued for compensation


-



-



14,000(Decrease) increase in accrued expenses


(150
)


(550
)


11,925Net Cash Used in Operating Activities


(7,872
)


(17,115
)


(35,115
)CASH FLOWS FROM FINANCING ACTIVITIESSale of common stock


-



22,743



49,893Capital contribution


-



-



125Net Cash Provided By Financing Activities


-



22,743



50,018NET CHANGE IN CASH


(7,872
)


5,628



14,903CASH AT BEGINNING OF PERIOD


22,775



27,275



-CASH AT END OF PERIOD

$
14,903


$
32,903


$
14,903




See accompanying notes to financial statements.




F-5









NEW IMAGE CONCEPTS, INC.


(a development stage company)


June 30, 2009 and 2008


NOTES TO THE FINANCIAL STATEMENTS


(UNAUDITED)







NOTE 1 - ORGANIZATION





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.  Although the Company has recognized some nominal amount of revenue since inception, the Company is still devoting substantially
all of its efforts on developing a business plan and establishing contacts and visibility in the marketplace.  The Company plans to provide personal consultation services to the general public.





NOTE 2 – SUMMARY OF ACCONTING POLICIES





Basis of Presentation





The accompanying interim financial statements for the three and six months ended June 30, 2009, 2008, and the period from October 3, 2006 (Inception) through June 30, 2009 are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”)
for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations realized during an interim period are not necessarily indicative of results to be expected for a full
year. These financial statements should be read in conjunction with the information filed on Form 10-K which was declared effective on March 23, 2009.





Development Stage Company





The Company is a development stage company as defined by Statement of Financial Accounting Standards No. 7“Accountingand Reporting by Development Stage Enterprises”(“SFAS No. 7”).  Although the Company has recognized some nominal
amount of revenue since inception, 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




Cash Equivalents




The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.





The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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
as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.






F-6





Fair Value of Financial Instruments





The Company follows Statement of Financial Accounting Standards No. 107 “Disclosures about fair value of Financial Instruments” (“SFAS No. 107”) for disclosures about fair value of its financial instruments and has adopted Financial Accounting Standards Board
(“FASB”) No. 157 “Fair Value Measurements” (“SFAS No. 157”) to measure the fair value of its financial instruments.  SFAS No. 157 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, SFAS No. 157 establishes a fair
value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by SFAS No. 157 are described below:





Level 1

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.Level 2

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.Level 3

Pricing inputs that are generally observable inputs and not corroborated by market data.





As defined by SFAS No. 107, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer
a liability (“an exit price”) in an orderly transaction between market participants at the measurement date. The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.





The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at June 30, 2009 or 2008, nor gains or losses are reported in the statement of operations
that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the interim period ended June 30, 2009 or 2008.




Revenue Recognition





The Company’s revenues are 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 collectability 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. 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.






F-7







The Company adopted the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48 “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No.109” (“FIN
48”).  FIN 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under FIN 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from
such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  FIN 48 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of FIN 48.





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 common 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 common 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 June 30, 2009 or 2008.





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. 33-8934 on June 26, 2008. Commencing with the Company’s Annual Report for the fiscal year ended January 31, 2010,
the Company is required to include a report of management on the Company’s 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 financial reporting for the Company; of management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of year end; of the framework used by management to evaluate the effectiveness
of the Company’s internal control over financial reporting; and that the Company’s independent accounting firm has issued an attestation report on management’s assessment of the Company’s internal control over financial reporting, which report is also required to be filed as part of the Annual Report on Form 10-K.





In May 2008, the FASB issued Statement of Financial Accounting Standard No. 162 “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”).  The purpose of this standard is to provide a consistent framework for determining what accounting principles should be used when preparing
U.S. GAAP financial statements.  SFAS 162 categorizes accounting pronouncements in a descending order of authority.  In the instance of potentially conflicting accounting principles, the standard in the highest category must be used.  This statement will be effective 60 days after the SEC approves the Public Company Accounting and Oversight Board’s related amendments.  The Company believes that SFAS 162 will have no impact on their existing accounting methods.





In April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) Financial Accounting Standard (FAS) 157-4 “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”.
Based on the guidance, if an entity determines that the level of activity for an asset or liability has significantly decreased and that a transaction is not orderly, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transaction or quoted prices may be necessary to estimate fair value in accordance with Statement of Financial Accounting Standards (SFAS) No. 157 “Fair Value Measurements”. This FSP is to be applied prospectively and is effective for
interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The company will adopt this FSP for its quarter ending June 30, 2009. There is no expected impact on the financial statements.






F-8





In April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board (APB) 28-1 “Interim Disclosures about Fair Value of Financial Instruments”. The FSP amends SFAS No. 107 “Disclosures about Fair Value of Financial Instruments” to require an entity to provide disclosures about
fair value of financial instruments in interim financial information. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The company will include the required disclosures in its quarter ending June 30, 2009.





In April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets”. The FSP states that in developing assumptions about renewal or extension options used to determine the useful life of an intangible asset, an entity needs to consider its own historical experience adjusted
for entity-specific factors. In the absence of that experience, an entity shall consider the assumptions that market participants would use about renewal or extension options. This FSP is to be applied to intangible assets acquired after January 1, 2009. The adoption of this FSP did not have an impact on the financial statements.





In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS
165 also requires entities to disclose the date through which subsequent events were evaluated as well as the rationale for why that date was selected. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. SFAS 165 is effective for interim and annual periods ending after June 15, 2009. Since FAS 165 at most requires additional disclosures, the Company does not expect the adoption to
have a material impact on its consolidated financial position, results of operations or cash flows.





In June 2009, the FASB approved the “FASB Accounting Standards Codification” (the “Codification”) as the single source of authoritative nongovernmental U.S. GAAP to be launched on July 1, 2009. The Codification does not change current U.S. GAAP, but is intended to simplify user access
to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the Codification will be considered nonauthoritative. The Codification is effective for interim and annual periods ending after September 15, 2009. The Codification is effective for the Company in the interim period ending September 30, 2009 and the Company does not expect
the adoption to have a material impact on its consolidated financial position, results of operations or cash flows.




Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.





NOTE 3 – GOING CONCERN





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.  As reflected in the accompanying financial statements,
the Company had a deficit accumulated during the development stage of $61,040, a net loss and net cash used in operations of $7,722 and $7,872 for the period ended June 30, 2009, respectively. These conditions raise substantial doubt about its ability to continue as a going concern.






F-9






While the Company is attempting to produce sufficient sales, the Company’s cash position may not be sufficient to support the Company’s daily operations. While the Company believes in the viability of its strategy to produce sales volume 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 sufficient revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. 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.





NOTE 4 – SUBSEQUENT EVENTS





In May 2009, the FASB issued Statement of Financial Accounting Standard No. 165 “Subsequent Events” (“SFAS 165”), which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be
issued.  It requires the disclosure of the date through which subsequent events have been evaluated as well as the basis for that date. This statement is effective prospectively for interim or annual financial periods ending after June 15, 2009.  The Company has evaluated all subsequent events through August 3, 2009, the date of this filing, and determined there are no material recognized or unrecognized subsequent events.






F-10






ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





Business Overview





We were 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.




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 décor. 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.




Plan of Operation




We have yet to begin operations, and we require outside capital to implement our business model.





1.         We believe we can begin to implement our plan to provide the general public the unique experiences of classroom training, simulated driving instructions, and real-time driving of Formula 1 and other racecars on actual racetracks.





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.





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.




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 June 30, 2009 we’ve had $1,630 in revenues.   Expenses for such period totaled $62,670.  Expenses for the period consisted of $8,000 for compensation, $27,383 for professional fees, and $27,287 for general and administrative expenses.




Capital Resources and Liquidity




As of June 30, 2009 we had $14,903 in cash.





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”).  Although the Company has recognized
some nominal amount of revenue, 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.






-1-




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.





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 revenues are 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 collectability 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.





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 June 30, 2009 and 2008.




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. 33-8934 on June 26, 2008. Commencing with the Company’s Annual Report for the fiscal year ended January 31, 2010,
the Company is required to include a report of management on the Company’s 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 financial reporting for the Company; of management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of year end; of the framework used by management to evaluate the effectiveness
of the Company’s internal control over financial reporting; and that the Company’s independent accounting firm has issued an attestation report on management’s assessment of the Company’s internal control over financial reporting, which report is also required to be filed as part of the Annual Report on Form 10-K.





In May 2008, the FASB issued Statement of Financial Accounting Standard No. 162 “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”).  The purpose of this standard is to provide a consistent framework for determining what accounting principles should be used when
preparing U.S. GAAP financial statements.  SFAS 162 categorizes accounting pronouncements in a descending order of authority.  In the instance of potentially conflicting accounting principles, the standard in the highest category must be used.  This statement will be effective 60 days after the SEC approves the Public Company Accounting and Oversight Board’s related amendments.  The Company believes that SFAS 162 will have no impact on their existing accounting
methods.






-2-





In April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) Financial Accounting Standard (FAS) 157-4 “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”.
Based on the guidance, if an entity determines that the level of activity for an asset or liability has significantly decreased and that a transaction is not orderly, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transaction or quoted prices may be necessary to estimate fair value in accordance with Statement of Financial Accounting Standards (SFAS) No. 157 “Fair Value Measurements”. This FSP is to be applied prospectively and is effective for
interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The company will adopt this FSP for its quarter ending June 30, 2009. There is no expected impact on the financial statements.





In April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board (APB) 28-1 “Interim Disclosures about Fair Value of Financial Instruments”. The FSP amends SFAS No. 107 “Disclosures about Fair Value of Financial Instruments” to require an entity to provide disclosures about
fair value of financial instruments in interim financial information. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The company will include the required disclosures in its quarter ending June 30, 2009.





In April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets”. The FSP states that in developing assumptions about renewal or extension options used to determine the useful life of an intangible asset, an entity needs to consider its own historical experience adjusted
for entity-specific factors. In the absence of that experience, an entity shall consider the assumptions that market participants would use about renewal or extension options. This FSP is to be applied to intangible assets acquired after January 1, 2009. The adoption of this FSP did not have an impact on the financial statements.


Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.





In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.
SFAS 165 also requires entities to disclose the date through which subsequent events were evaluated as well as the rationale for why that date was selected. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. SFAS 165 is effective for interim and annual periods ending after June 15, 2009. Since FAS 165 at most requires additional disclosures, the Company does not expect the
adoption to have a material impact on its consolidated financial position, results of operations or cash flows.





In June 2009, the FASB approved the “FASB Accounting Standards Codification” (the “Codification”) as the single source of authoritative nongovernmental U.S. GAAP to be launched on July 1, 2009. The Codification does not change current U.S. GAAP, but is intended to simplify user access
to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the Codification will be considered nonauthoritative. The Codification is effective for interim and annual periods ending after September 15, 2009. The Codification is effective for the Company in the interim period ending September 30, 2009 and the Company does not expect
the adoption to have a material impact on its consolidated financial position, results of operations or cash flows.




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.






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Off Balance Sheet Arrangements




We have no off-balance sheet arrangements.




Item 3.  Quantitative and Qualitative Disclosures About Market Risk




The Company is subject to certain market risks, including changes in interest rates and currency exchange rates.  The Company does not undertake any specific actions to limit those exposures.




Item 4T.  Controls and Procedures




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





(b)   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.






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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





None





Item 2. Unregistered Sales of Equity Securities and Use of Proceeds




None.




Item 3. Defaults Upon Senior Securities.




None




Item 4. Submission of Matters to a Vote of Security Holders.




None.




Item 5. Other Information.




None




Item 6. Exhibits and Reports of Form 8-K.




(a)        Exhibits




31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002




32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002




(b)        Reports of Form 8-K




None.







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SIGNATURES




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




NEW IMAGE CONCEPTS, INC.Date: September 29 , 2009
By:
/s/ Belen FloresBelen FloresChairman of the Board of Directors,
Chief Executive Officer, Chief Financial Officer,
Controller, Principal Accounting Officer


















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