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, 2008




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 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 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
Filero       Smaller
Reporting Companyx




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




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of August 21, 2008: 44,993,565 shares of common stock.














NEW
IMAGE CONCEPTS, INC.




FORM
10-Q




June
30, 2008




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
      4.
            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.




PageITEM
      1 – Financial InformationBalance
      Sheets as of June 30, 2008 (Unaudited) and December 31,
      2007
            3Statements
      of Operations for the Six Months Ended June 30, 2008 and 2007 and the
      Period from October 3, 2006 (Inception) through June 30, 2008
      (Unaudited)
            4Statements
      of Operations for the Three Months Ended June 30, 2008 and 2007
      (Unaudited)
            5Statement
      of Stockholders’ Equity (Deficit) from October 3, 2006 (Inception) through
      June 30, 2008 (Unaudited)
            6Statements
      of Cash Flows for the Six Months Ended June 30, 2008 and the Period from
      October 3, 2006 (Inception) through June 30, 2008
      (Unaudited)
            7Notes
      to the Financial Statements (Unaudited)
            8















NEW
IMAGE CONCEPTS, INC.





(A
development stage company)


Balance
Sheets




June
      30,
              2008
            
            
            December
      31,
              2007(Unaudited)
            
            
            (Restated)(Restated)ASSETSCURRENT
      ASSETS:Cash
            
            $
            32,903
            
            
            $
            27,275TOTAL
      ASSETS
            
            $
            32,903
            
            
            $
            27,275LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIES:Accrued
      expenses
            
            $
            8,075
            
            
            $
            8,625STOCKHOLDERS’
      EQUITY:Common
      stock at $0.001 par value; 500,000,000 shares
      authorized;
              44,993,565 and 43,629,000 shares issued and outstanding,
      respectively
            
            
            44,994
            
            
            
            43,629Additional paid-in capital
            
            
            19,024
            
            
            
            (2,354
            )Deficit
      accumulated during the development stage
            
            
            (39,190
            )
            
            
            (22,625
            )Stockholders’
      Equity
            
            
            24,828
            
            
            
            18,650TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            32,903
            
            
            $
            27,275




See
accompanying notes to the financial statements.








3







NEW
IMAGE CONCEPTS, INC.





(A
development stage company)


Statements
of Operations




Six
      Months Ended
              June
      30, 2008
            
            
            Six
      Months Ended
              June
      30, 2007
            
            
            Period
      From October 3, 2006 (inception) through
              June
      30, 2008Revenue
            
            $
            1,630
            
            
            $
            -
            
            
            $
            1,630Operating
      expensesProfessional
      fees
            
            
            2,000
            
            
            
            -
            
            
            
            8,000General
      and administrative
            
            
            16,195
            
            
            
            14,050
            
            
            
            32,820Total
      operating expenses
            
            
            (18,195)
            
            
            
            14,050
            
            
            
            40,820Loss
      before income taxes
            
            
            (16,565
            )
            
            
            (14,050
            )
            
            
            (39,190
            )Income
      tax provision
            
            
            -
            
            
            
            -
            
            
            
            -Net
      loss
            
            $
            (16,565
            )
            
            $
            (14,050
            )
            
            $
            (39,190
            )Net loss per common share – basic and diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted average number of common shares outstanding – basic and diluted
      (restated)
            
            
            44,762,091
            
            
            
            42,000,000
            
            
            
            31,643,952




See
accompanying notes to the financial statements.





4








NEW
IMAGE CONCEPTS, INC.





(A
development stage company)


Statements
of Operations




Three
      Months Ended March 31, 2008
            
            
            Three
      Months Ended March 31, 2007Revenue
            
            $
            381
            
            
            $
            -Operating
      expensesProfessional
      fees
            
            
            1,000
            
            
            
            -General
      and administrative
            
            
            15,155
            
            
            
            13,700Total
      operating expenses
            
            
            (16,155
            )
            
            
            (13,700
            )Loss
      before income taxes
            
            
            (15,774
            )
            
            
            (13,700
            )Income
      tax provision
            
            
            -
            
            
            
            -Net
      loss
            
            $
            (15,774
            )
            
            $
            (13,700
            )Net loss per common share – basic and diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted average number of common shares outstanding – basic and diluted
      (restated)
            
            
            44,993,568
            
            
            
            42,000,000




See
accompanying notes to the financial statements.








5







NEW
IMAGE CONCEPTS, INC.


(A
development stage company)


Statement
of Stockholders’ Equity (Deficit)




Common
      Shares
            
            Amount
            
            
            Additional
      Paid-in Capital
            
            
            Deficit
              Accumulated
              During
      the
              Development
              Stage
            
            
            Total
      Stockholders’ 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
            
            
            
            
            
            
            
            
            
            
            
            (16,565
            )
            
            
            (16,565
            )Balance,
      June 30, 2008
            44,993,565
            
            $
            44,994
            
            
            $
            19,024
            
            
            $
            (39,190
            )
            
            $
            24,828





See
accompanying notes to the financial statements.






6






NEW
IMAGE CONCEPTS, INC.


(A
development stage company)


Statements
of Cash Flows




Six
      Months Ended
              June
      30, 2008
            
            
            Six
      Months Ended
              June
      30, 2007
            
            
            Period
      From October 3, 2006 (inception) through
              June
      30, 2008CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
            
            $
            (16,565
            )
            
            $
            (14,050
            )
            
            $
            (39,190
            )Adjustments to reconcile net loss to net cash used in operating
      activities:Shares
      issued for compensation
            
            
            
            
            
            
            13,000
            
            
            
            14,000Increase
      (decrease) in accrued expenses
            
            
            (550
            )
            
            
            1,050
            
            
            
            8,075Net
      Cash Used in Operating Activities
            
            
            (17,115
            )
            
            
            -
            
            
            
            (17,115
            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Sale of common stock
            
            
            22,743
            
            
            
            -
            
            
            
            49,893Capital contribution
            
            
            -
            
            
            
            125
            
            
            
            125Net Cash Provided By Financing Activities
            
            
            22,743
            
            
            
            125
            
            
            
            50,018NET INCREASE IN CASH
            
            
            5,628
            
            
            
            125
            
            
            
            32,903CASH AT BEGINNING OF PERIOD
            
            
            27,275
            
            
            
            -
            
            
            
            -CASH AT END OF PERIOD
            
            $
            32,903
            
            
            $
            125
            
            
            $
            32,903





See
accompanying notes to the financial statements.






7







NEW
IMAGE CONCEPTS, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
THE FINANCIAL STATEMENTS


FOR THE
PERIOD FROM OCTOBER 3, 2006 (INCEPTION) THROUGH JUNE 30, 2008


(UNAUDITED)





NOTE
      1  -
            NATURE
      OF OPERATIONS





New Image
Concepts, Inc.  (“NIC” or the “Company”), a development stage company,
was incorporated on October 3, 2006 under the laws of the State of Nevada.
Initial operations have included organization and incorporation, target market
identification, marketing plans, and capital formation. A substantial portion of
the Company’s activities has involved developing a business plan and
establishing contacts and visibility in the marketplace. The Company has
generated minimal revenues since inception. The Company plans to provide
personal consultation services to the general public.





NOTE
      2 -
            SUMMARY
      OF ACCOUNTING POLICIES





Basis of
Presentation





The
accompanying interim financial statements for the three and six month period
ended June30, 2008 and 2007 and the period from October 3, 2006 (Inception)
through June 30, 2008 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 as
part of the Company’s Registration Statement on Form S-1 which was declared
effective on April 4, 2008.




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, 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.




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.




Use of
Estimates





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.





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.





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.






8






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, 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 its annual report for the
fiscal year ending December 31, 2009, the Company will be required to include a
report of management on its internal control over financial reporting. The
internal control report must include a statement






            of
      management’s responsibility for establishing and maintaining adequate
      internal control over its financial
reporting;






            of
      management’s assessment of the effectiveness of its internal control over
      financial reporting as of year end;
and






            of
      the framework used by management to evaluate the effectiveness of the
      Company’s internal control over financial
  reporting.





Furthermore,
in the following fiscal year, it is required to file the auditor’s attestation
report separately on the Company’s internal control over financial reporting on
whether it believes that the Company has maintained, in all material respects,
effective internal control over financial reporting.





On
September 15, 2006, the FASB issued FASB Statement No. 157 “Fair Value Measurements”
(“SFAS No. 157”).  SFAS No. 157 defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value
measurements.  SFAS No. 157 is effective as of the beginning of the
first fiscal year beginning after November 15, 2007.  The Company does
not anticipate that the adoption of this statement will have a material effect
on the Company’s financial condition and results of operations.





On
February 15, 2007, the FASB issued FASB Statement No. 159“The Fair Value Option for
Financial Assets and Financial Liabilities: Including an amendment of FASB
Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits all entities to
elect to measure many financial instruments and certain other items at fair
value with changes in fair value reported in earnings. SFAS No. 159 is effective
as of the beginning of the first fiscal year that begins after November 15,
2007, with earlier adoption permitted. The Company does not anticipate that the
adoption of this statement will have a material effect on the Company’s
financial condition and results of operations.





In June
2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3
“Accounting for Nonrefundable
Advance Payments for Goods or Services to be Used in Future Research and
Development Activities” (“EITF Issue No. 07-3”) which is effective for
fiscal years beginning after December 15, 2007.  EITF Issue No. 07-3
requires that nonrefundable advance payments for future research and development
activities be deferred and capitalized.  Such amounts will be
recognized as an expense as the goods are delivered or the related services are
performed.  The Company does not expect the adoption of EITF Issue No.
07-3 to have a material impact on the financial results of the
Company.





In
December 2007, the FASB issued FASB Statement No. 141 (Revised 2007)“Business Combinations”
(“SFAS No. 141(R)”), which requires the Company to record fair value estimates
of contingent consideration and certain other potential liabilities during the
original purchase price allocation, expense acquisition costs as incurred and
does not permit certain restructuring activities previously allowed under
Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of
purchase accounting.  SFAS No. 141(R) applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008, except for the presentation and disclosure requirements, which shall
be applied retrospectively for all periods presented. The Company will adopt
this standard at the beginning of the Company’s fiscal year ending December 31,
2008 for all prospective business acquisitions. The Company has not determined
the effect that the adoption of SFAS No. 141(R) will have on the financial
results of the Company.





In
December 2007, the FASB issued FASB Statement No. 160“Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS
No. 160”), which causes noncontrolling interests in subsidiaries to be included
in the equity section of the balance sheet.  SFAS No. 160 applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008, except for the presentation and disclosure requirements,
which shall be applied retrospectively for all periods presented.  The
Company will adopt this standard at the beginning of the Company’s fiscal year
ending December 31, 2008 for all prospective business
acquisitions.  The Company has not determined the effect that the
adoption of SFAS No. 160 will have on the financial results of the
Company.






9






In March
2008, the FASB issued FASB Statement No. 161“Disclosures about Derivative
Instruments and Hedging Activities an amendment of FASB Statement No.
133” (“SFAS No. 161”), which changes the disclosure requirements for
derivative instruments and hedging activities.  Pursuant to SFAS
No.161, Entities are required to provide enhanced disclosures about (a) how and
why an entity uses derivative instruments, (b) how derivative instruments and
related hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash
flows.  SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008 with early
application encouraged. SFAS No. 161 encourages but does not require disclosures
for earlier periods presented for comparative purposes at initial
adoption.  In years after initial adoption, this Statement requires
comparative disclosures only for periods subsequent to initial
adoption.  The Company does not expect the adoption of SFAS No. 161 to
have a material impact on the financial results of the Company.





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 $39,190, a net
loss and net cash used in operations of $16,565 and $17,115 for the six months
ended June 30, 2008, respectively. These conditions raise substantial doubt
about its ability to continue as a going concern.





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  -
            STOCKHOLDERS’
      EQUITY





Common
stock





On May
13, 2008, the sole director of the Company authorized a 3:1 forward stock split.
All share and per share data in the financial statements and related notes have
been restated to give retroactive effect to the forward stock
split.





For the
period from January 2008 through June 30, 2008, the Company sold 1,364,568
shares of its common stock in a private placement at $0.00167 per share to
fifteen (15) individuals for a total of $22,743.





NOTE
      5  -
            CONCENTRATIONS
      AND CREDIT RISK





One
customer accounted for 100.0% of total sales for the six months ended June 30,
2008.





NOTE
      6  -
            COMMITMENTS
      AND CONTINGENCIES





Employment
agreement





On March
13, 2008 the Company entered into an employment agreement (“Employment
Agreement”) with its majority stockholder and sole director and officer
(“Employee”) for a term of three years from the date of signing.  The
Employee should be paid a minimum of $500 per month and should be paid
periodically not less than monthly.  Either the Company or the
Employee can terminate the Employment Agreement without cause upon thirty (30)
days’ notice to the other party.




NOTE
      7  -
            RESTATEMENT




Subsequent
to the original issuance of the Company’s June 30, 2008 financial statements as
included in its Form 10-Q filed on August 11, 2008 the Company realized it had
not given effect to a 3:1 forward stock split authorized by its sole director on
May 13, 2008.  Accordingly, the Company has restated its financial
statements for periods presented in the Form 10-Q for the three and six months
ended June 30, 2008. Details of the misstatements are set out
below:






10





At June
30, 2008




To
      give effect to the 3:1 forward stock splitCommon
      stock
            
            $
            29,996Additional
      paid-in capital
            
            
            (29,996
            )




At
December 31, 2007




To
      give effect to the 3:1 forward stock splitCommon
      stock
            
            $
            29,086Additional
      paid-in capital
            
            
            (29,086
            )




The
accompanying balance sheets as of June 30, 2008 and December 31, 2007, have been
restated to reflect the correction of these matters.





The
following tables present the impact of the above mentioned adjustments to the
financial statement information





Balance
sheets information:


NEW IMAGE
CONCEPTS, INC.


BALANCE
SHEETS


(RESTATED)




June
      30, 2008
            
            
            December
      31, 2007As
      Previously
            
            
            Adjustments
            
            
            As
      Restated
            
            
            As
      Previously
            
            
            Adjustments
            
            
            As
      RestatedStated
            
            
            
            
            
            
            
            
            StatedASSETSCURRENT
      ASSETS:Cash
            
            $
            32,903
            
            
            $
            -
            
            
            $
            32,903
            
            
            $
            27,275
            
            
            $
            -
            
            
            $
            27,275Total
      Assets
            
            $
            32,903
            
            
            $
            -
            
            
            $
            32,903
            
            
            $
            27,275
            
            
            $
            -
            
            
            $
            27,275LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIES:Loans
      payable
            
            $
            8,075
            
            
            $
            -
            
            
            $
            8,075
            
            
            $
            8,625
            
            
            $
            -
            
            
            $
            8,625STOCKHOLDERS'
      EQUITYCommon
      stock, at $0.001 par value :500,000,000
      shares authorized,44,993,568
      and 43,629,000 shares issued and outstanding, respectively
            
            
            14,998
            
            
            
            29,996
            
            
            
            44,994
            
            
            
            14,543
            
            
            
            29,086
            
            
            
            43,629Additional
      paid-in capital
            
            
            49,020
            
            
            
            (29,996
            )
            
            
            19,024
            
            
            
            26,732
            
            
            
            (29,086
            )
            
            
            (2,354
            )Deficit
      accumulated during the development stage
            
            
            (39,190
            )
            
            
            -
            
            
            
            (39,190
            )
            
            
            (22,625
            )
            
            
            -
            
            
            
            (22,625
            )Total
      Stockholders' Equity
            
            
            24,828
            
            
            
            -
            
            
            
            24,828
            
            
            
            18,650
            
            
            
            -
            
            
            
            18,650Total Liabilities
      and Stockholders’
      Equity
            
            $
            32,903
            
            
            $
            -
            
            
            $
            32,903
            
            
            $
            27,275
            
            
            $
            -
            
            
            $
            27,275






11






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




Plan
of Operation




We have
begun very limited operations, and we require outside capital to implement our
business model.





1.        
We believe we can begin to implement our plan to provide image consulting
services to our clients.





2.        
All functions will be coordinated and managed by our founder, including
marketing, finance and operations.





3.        
We intend to support these marketing efforts through advertising and the
development of high-quality printed marketing materials. We expect the total
cost of the marketing program to range from $20,000-$40,000.





4.        
Within 90-120 days of the initiation of our marketing campaign, we believe that
we will begin to generate business.





In
summary, we should be generating revenues from services within 180 days of the
date hereof.





If we are
unable to market effectively our premium cigars, we may have to suspend or cease
our efforts.  If we cease our previously stated efforts, we do not
have plans to pursue other business opportunities.




Limited
Operating History





We have
generated less than two full years of financial information and have not
previously demonstrated that we will be able to expand our business through
increased investment marketing.  Our business is subject to risks
inherent in growing an enterprise with limited capital resources.





Future
financing may not be available to us on acceptable terms.  If
financing is not available on satisfactory terms, we may be unable to continue
expanding our operations.  Equity financing will result in a dilution
to existing shareholders.





Results
of Operations




For the
period from October 3, 2006 (inception), to June 30, 2008 we had revenues of
$1,630.   Expenses for such period totaled $40,820 resulting in a
loss of $39,190.  Expenses of $39,190 for the period consisted of
$32,820 for general and administrative expenses and $8,000 for professional
fees.




Capital
Resources and Liquidity




As of
June 30, 2008 we had $32,903 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.





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.






12





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, 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 its annual report for the
fiscal year ending December 31, 2009, the Company will be required to include a
report of management on its internal control over financial reporting. The
internal control report must include a statement





of
      management’s responsibility for establishing and maintaining adequate
      internal control over its financial
reporting;





of
      management’s assessment of the effectiveness of its internal control over
      financial reporting as of year end;
and





of
      the framework used by management to evaluate the effectiveness of the
      Company’s internal control over financial
  reporting.





Furthermore,
in the following fiscal year, it is required to file the auditor’s attestation
report separately on the Company’s internal control over financial reporting on
whether it believes that the Company has maintained, in all material respects,
effective internal control over financial reporting.





On
September 15, 2006, the FASB issued FASB Statement No. 157 “Fair Value Measurements”
(“SFAS No. 157”).  SFAS No. 157 defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value
measurements.  SFAS No. 157 is effective as of the beginning of the
first fiscal year beginning after November 15, 2007.  The Company does
not anticipate that the adoption of this statement will have a material effect
on the Company’s financial condition and results of operations.





On
February 15, 2007, the FASB issued FASB Statement No. 159“The Fair Value Option for
Financial Assets and Financial Liabilities: Including an amendment of FASB
Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits all entities to
elect to measure many financial instruments and certain other items at fair
value with changes in fair value reported in earnings. SFAS No. 159 is effective
as of the beginning of the first fiscal year that begins after November 15,
2007, with earlier adoption permitted. The Company does not anticipate that the
adoption of this statement will have a material effect on the Company’s
financial condition and results of operations.







13






In June
2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3
“Accounting for Nonrefundable
Advance Payments for Goods or Services to be Used in Future Research and
Development Activities” (“EITF Issue No. 07-3”) which is effective for
fiscal years beginning after December 15, 2007.  EITF Issue No. 07-3
requires that nonrefundable advance payments for future research and development
activities be deferred and capitalized.  Such amounts will be
recognized as an expense as the goods are delivered or the related services are
performed.  The Company does not expect the adoption of EITF Issue No.
07-3 to have a material impact on the financial results of the
Company.





In
December 2007, the FASB issued FASB Statement No. 141 (Revised 2007)“Business Combinations”
(“SFAS No. 141(R)”), which requires the Company to record fair value estimates
of contingent consideration and certain other potential liabilities during the
original purchase price allocation, expense acquisition costs as incurred and
does not permit certain restructuring activities previously allowed under
Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of
purchase accounting.  SFAS No. 141(R) applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008, except for the presentation and disclosure requirements, which shall
be applied retrospectively for all periods presented. The Company will adopt
this standard at the beginning of the Company’s year ending December 31, 2008
for all prospective business acquisitions. The Company has not determined the
effect that the adoption of SFAS No. 141(R) will have on the financial results
of the Company.




In
December 2007, the FASB issued FASB Statement No. 160“Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS
No. 160”), which causes noncontrolling interests in subsidiaries to be included
in the equity section of the balance sheet.  SFAS No. 160 applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008, except for the presentation and disclosure requirements,
which shall be applied retrospectively for all periods presented.  The
Company will adopt this standard at the beginning of the Company’s year ending
December 31, 2008 for all prospective business acquisitions.  The
Company has not determined the effect that the adoption of SFAS No. 160 will
have on the financial results of the Company.





In March
2008, the FASB issued FASB Statement No. 161“Disclosures about Derivative
Instruments and Hedging Activities an amendment of FASB Statement No.
133” (“SFAS No. 161”), which changes the disclosure requirements for
derivative instruments and hedging activities.  Pursuant to SFAS
No.161, Entities are required to provide enhanced disclosures about (a) how and
why an entity uses derivative instruments, (b) how derivative instruments and
related hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash
flows.  SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008 with early
application encouraged. SFAS No. 161 encourages but does not require disclosures
for earlier periods presented for comparative purposes at initial
adoption.  In years after initial adoption, this Statement requires
comparative disclosures only for periods subsequent to initial
adoption.  The Company does not expect the adoption of SFAS No. 161 to
have a material impact on the financial results of the Company.





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






14







Off Balance Sheet
Arrangements




We have
no off-balance sheet arrangements.




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.





Foreign
Currency Exchange Rate Risk





The
Company procures products from domestic sources with operations located
overseas.  As such, its financial results could be indirectly affected by
the weakening of the dollar.  If that were to occur, and if it were
material enough in movement, the financial results of the Company could be
affected, but not immediately because the Company has entered into contracts
with these vendors which establish product pricing levels for up to one year.
 Management believes these contracts provide a sufficient amount of time to
mitigate the risk of changes in exchange rates.





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
4.  Controls and Procedures




Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (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 CAO 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
CAO, as appropriate, to allow timely decisions regarding required
disclosure.




Management’s Report on
Internal Controls over Financial Reporting




Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.  There has been no change in
the Company’s internal control over financial reporting during the quarter ended
June 30, 2008 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.




The
Company’s management, including the Company’s CEO and CAO, does not expect that
the Company’s disclosure controls and procedures or the Company’s internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of the
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected.




Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, management concluded that the
company’s internal control over financial reporting was effective as of June 30,
2008.




This
quarterly report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this quarterly report.






15






PART
II - OTHER INFORMATION




Item
1. Legal Proceedings.




Currently
we are not aware of any litigation pending or threatened by or against the
Company.




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.




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, INCDate:
      August 21 2008
            By:
            /s/ Belen
      FloresBelen
      FloresChairman
      of the Board of Directors,
              Chief
      Executive Officer, Chief Financial Officer,
              Controller,
      Principal Accounting Officer