Annual Report (10-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended September 30, 2014

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

For the transition period from ____________ to ____________

Commission file number: 333-170118

LICONT, CORP.

(Exact name of registrant as specified in its charter)

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

316 California Avenue, Suite 890, Reno, Nevada		89509
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 919-933-2720

Securities registered under Section 12(b) of the Act:

Title of each class:		Name of each exchange on which registered:
None		None

Securities registered under Section 12(g) of the Act:

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

Aggregate market value of the voting and non-voting common equity held by non-affiliates as of March 31, 2014: $0.

As of December 30, 2014, there were approximately 2,710,000 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS

		PAGE
PART I
Item 1.	Business.	4
Item 1A.	Risk Factors.	6
Item 1B.	Unresolved Staff Comments.	6
Item 2.	Properties.	7
Item 3.	Legal Proceedings.	7
Item 4.	Mine Safety Disclosures.	7

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	7
Item 6.	Selected Financial Data.	8
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.	8
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	10
Item 8.	Financial Statements and Supplementary Data.	10
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	11
Item 9A.	Controls and Procedures.	11
Item 9B.	Other Information.	12

PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	12
Item 11.	Executive Compensation.	13
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	14
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	15
Item 14.	Principal Accounting Fees and Services.	16

PART IV
Item 15.	Exhibits, Financial Statement Schedules.	16

SIGNATURES		16

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management, any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CERTAIN TERMS USED IN THIS REPORT

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Licont, Corp. “SEC” refers to the Securities and Exchange Commission.

PART I

Item 1.

Business.

Business Overview

We are a company engaging in the development of a multidisciplinary personal injury-preferred provider network that will offer contracting auto insurance carriers and their injured patient’s access to the Company’s national network of personal injury preferred providers. The Company’s personal injury network will include physicians, chiropractors, physical therapists, imaging facilities, hospitals and ambulatory services.

Furthermore, the Company will offer a network specifically tailored to the auto accident medical market offering comprehensive savings through its national network of contracted preferred auto accident providers.

The Company will offer a managed medical solution tailored to auto insurance carriers and the $500 billion per year auto accident medical market.

We have generated no revenue to date. We have been developing the Preferred Provider Network and are currently in contract negotiations with chiropractors, physicians, imaging facilities and hospitals.

Failure to Obtain Financing

Licont was unable to secure funding and as such we have not been able to develop our insurance outreach as planned. We had divided our business model into two phases, with the initial phase being to conduct outreach to the provider side and the second phase being to the insurance side. We had transitioned from phase one to phase two based on the understanding that the required financing was secured.

Based on this assurance we moved to phase two and had a very positive response from the insurance side. The goal was to then move towards offering a trial in a regional test market but unfortunately the second half of our previously promised financing was repeatedly delayed then fell through. This in turn forced us to shelve all further development while further revealing our financial weakness and vulnerability to the insurance partners we were trying to assure.

Therefore, our development over the past 24 month has been one of constant restraint, with growth and development constantly hampered and or delayed as a result of promised financing either being delayed, decreased or not materializing. Based on the past 24 months financial constraints and with no additional funding available there seems to be no way that the Company’s existing managed medical solution can be fully developed or brought to market.

Our Corporate History and Background

We were incorporated under the laws of Nevada on May 2, 2011. From inception until the closing of the change of control (the “Change of Control”), disclosed in the Current Report on Form 8-K filed with the SEC on September 14, 2012, we sought to develop mobile applications for handheld mobile devices. Prior to the Change of Control, we had not generated any revenue and our operations were limited to capital formation, organization and development of our business plan. As a result of the Change of Control, we ceased our prior operations and are now engaging in the administration of a PI-PPO network.

Change of Control

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

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

In the future, we plan to change our name to more accurately reflect our new business operations.

Business Model

In the event we are able to obtain financing, we intend to follow a business model that is focused on developing a proprietary medical management system that is similar to savings offered through PPO organizations, except our network is not a health plan but rather an independent preferred provider network that will focus on personal injury. This system will include a multidisciplinary preferred provider network offering contracted insurance carriers ongoing savings though leasing or contacting with our preferred provider network of providers who have agreed to a contracted rate. Additionally, the network will offer participating providers equitable compensation that is resource based, cost-effective and sustainable.

There are three distinct segments of medical care within the medical arena: health insurance, workers compensation, and personal injury.

Health Insurance: includes carriers such as: Blue Cross, Blue Shield, Aetna Medicare and many others. Over the past fifteen years, this sector has increasingly relied on preferred provider networks to manage medical costs.

Workers Compensation: includes work-related injuries. This sector has recently begun to offer preferred provider networks as a managed medical options.

Personal Injury: this represents all accident or injuries involving liability. Typically, personal injury claims are handled on antiquated open source fee-for-service model with no preferred provider or managed model. Licont is looking to be the first to offer Preferred Provider Network savings in addition to claims review management and tracking to finally offer a managed medical solution to personal injury risk management.

Licont through its Personal Injury Preferred Provider Network intends to offer contracting carriers an initial savings of 20% on medical claims. Personal injury settlements, which include compensation for pain and suffering, are often based on a factor of medical bills. Attorney fees are typically 4-5 times medical bills with carriers typically looking to settle claims for 2-3 times medicals. This puts Licont in a unique position to offer significant additional savings to all contracting carriers. A 20% medical payments savings would therefore result in a 40 to 50% total settlement compensation savings for all contracted carriers

Furthermore, personal injury medical fraud is estimated to exceed $1 billion a year per state. By offering a credentialed and well vetted network of preferred providers Licont will be able to offer its participating providers fair equitable and sustainable reimbursement, while also offering the carries additional savings through medical fraud management and prevention.

Products

Our product will be our multi-disciplinary personal injury preferred provider network (PIPN) that will be comprised of hospitals, physicians, imaging facilities, chiropractors, physical therapists and ambulatory services.

The following shows our PIPN website, which offers online electronic provider enrollment

Plan of Operation

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

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

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

Research and Development

Licont is actively developing and implementing its PIPN.net website. Expenditures for research activities relating to the development and implementation of the PIPN web site to date amounted to $21,315. Pilot surveys and provider feedback tests that showed an 82% approval rating amounted to an additional $8,190.00.

Competition

There is currently no known competition like Licont offering a specifically tailored solution to the accident and liability claims arena.

Intellectual Property

The Company designed and developed an electronic provider application and credentialing system used on our web site. This allows us to access shared provider data available through other health related database sites including CAQH. This streamlines what was typically a 22 page application into a simple online electronic provider application that takes less than 5 minutes to complete. This application then gives Licont permission to access a universal provider database held through CAQH. Licont in turn has contracted with CAQH to receive all required information on requesting applicants with integration of an otherwise lengthy and costly process of provider application and credentialing. At this time, the Company has not applied for any patents related to the online credentialing system, nor do we intend to.

The Company owns the domain name, PIPN.net.

Governmental Approval and Regulation

We are not aware of the need for any governmental approvals of our products.

Environmental Laws

We do not believe that we will be subject to any environmental laws either state or federal. Any laws concerning manufacturing will be the responsibility of the contract manufacturer.

Employees

As of the September 30, 2014 we have terminated our only full time employee and remain with just a sole officer and director. From time to time, we may hire additional workers on a contract basis as finances allow.

Item 1A. Risk Factors.

Smaller reporting companies are not required to provide the information required by this item.

Item 1B. Unresolved Staff Comments.

Smaller reporting companies are not required to provide the information required by this item.

Item 2. Properties.

The Company neither rents nor owns any properties. Our principal executive offices are located in 5616 La Jolla Blvd La Jolla, CA 92037. We use this property free of charge. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

Item 3. 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 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our shares are traded on the over-the-counter bulletin board operated by the Financial Industry Regulatory Authority (“FINRA”) and the OTCQB under the symbol “LNTP”. There were no public trades of the Company’s common stock recorded prior to September 5, 2012, at which time the Company’s common stock sold for $3.45 per share.

Price Range of Common Stock

The following table shows, for the periods indicated, the high and low bid prices per share of our common stock as reported by the OTCBB quotation service. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions.

	High		Low
Fiscal Year 2013
First quarter ended December 31, 2012	$	6.50		3.50
Second quarter ended March 31, 2013	$	7.40		6.01
Third quarter ended June 30, 2013	$	7.71		6.60
Fourth quarter ended September 30, 2013	$	8.69		7.40

Fiscal Year 2014
First quarter ended December 31, 2013	$	8.58		6.75
Second quarter ended March 31, 2014	$	7.01		5.50
Third quarter ended June 30, 2014	$	6.61		5.70
Fourth quarter ended September 30, 2014	$	6.20		5.33

Holders

As of December 30, 2014, there were 23 stockholders of record of the Company’s common stock.

Common Stock

Our Certificate of Incorporation authorizes the issuance of up to 75,000,000 shares of common stock, par value $0.0001 per share. As of December 30, 2014, there were 13 stockholders of record holding an aggregate of 2,710,000 shares of common stock.

Dividends

To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.

Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

We presently do not have any equity based or other long-term incentive programs. In the future, we may adopt and establish an equity-based or other long-term incentive plan if it is in the best interest of the Company and our stockholders to do so.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

On February 28, 2014, The Company entered into a Convertible Promissory Note with Amalfi Coast Capital, Inc. The Company has received $60,000 with a stated rate of 8% and due on February 28, 2015. This note has conversion feature that allows the lender to convert this note at a rate of $3.75 per share. The Company has recorded a beneficial conversion feature of $40,800.

On October 18, 2013, the Company issued 20,000 shares of common stock at a price of $3.75 per share for total cash proceeds of $75,000.

On April 12, 2014, the Company issued 50,000 shares of common stock at a price of $3.75 per share for total cash proceeds of $187,500.

These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act. These shares of our common stock qualified for exemption under Section 4(2) since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

Item 6. Selected Financial Data.

Smaller reporting companies are not required to provide the information required by this item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition for the fiscal years ended September 30, 2014, and September 30, 2013. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Report. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements. See “Cautionary Statement On Forward-Looking Information.”

Overview

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

Change of Control

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

Failure to Obtain Financing

Plan of Operation

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

Limited Operating History

We have not previously demonstrated that we will be able to expand our business. We cannot guarantee that the expansion efforts described in this annual report will be successful. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our renovation services offering.

Our independent auditors have issued a going concern opinion that raises substantial doubt about our ability to continue as a going concern. As reflected in the financial statements in this Form 10-K, we are a development stage company with limited operations. We had a net loss of $638,146 since inception (May 2, 2011) through September 30, 2014. We incurred general and administrative expenses of $595,602 for the same period, inception through September 30, 2014. Cash on hand as of September 30, 2014 was $42,887.

Results of Operation

Revenue: Revenues for the fiscal year ended September 30, 2014 were $0, compared with $0 in fiscal year ended September 30, 2013, reflecting no change as the Company is not generating revenue at this time

Total Operating Expenses: Total operating expenses for the fiscal year ended September 30, 2014 were $270,810, compared with $293,225 in fiscal year ended September 30, 2013. The decrease in operating expenses is a reduction in accounting, legal, consulting, employment and other associated costs.

Loss from Operations: Loss from operations for the fiscal year ended September 30, 2014 were $270,810, compared with $293,225 in fiscal year ended September 30, 2013. The decrease in loss from operations in fiscal 2014 was primarily attributable to the decrease in operating expenses connected to accounting, legal, consulting, employment and associated costs.

Net loss: We incurred a net loss of $305,922 in fiscal year 2014 compared to a net loss of $300,554 in fiscal year 2013.

Liquidity and Capital Resources

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

As reflected in the accompanying audited financial statements, the Company is in the development stage with limited operations, working capital deficiency, used cash in operations of $591,413 from inception through September 30, 2014 and has a net loss since inception through September 30, 2014 of $638,146. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Critical Accounting Policies

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the year ending September 30, 2014 and 2013.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of September 30, 2014 and 2013.

Fair value of financial instruments and derivative financial instruments

The Company’s financial instruments include cash, accounts payable, and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2014 and 2013. The Company did not engage in any transaction involving derivative instruments.

Federal income taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted Accounting Standards Codification 740.10.05 “Accounting for Income Taxes” as of its inception. Pursuant to Accounting Standards Codification 740.10.05, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years for the.

Net income per share of common stock

Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net loss per common share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive.

Common Stock Registration Expenses

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.

Recent Accounting Pronouncements

As of and for the years ended September 30, 2014 and 2013, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

Off Balance Sheet Transactions

None.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Smaller reporting companies are not required to provide the information required by this item.

Item 8. Financial Statements and Supplementary Data.

LICONT, CORP.

(A Development Stage Enterprise)

Table of Contents

Audited

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1

Balance Sheets:
September 30, 2014 and September 30, 2013	F-2

Statements of Operations:
For the year ended September 30, 2014 and 2013 and for the period from Inception May 2, 2011to September 30, 2014	F-3

Statement of Shareholders' Deficit
September 30, 2014	F-4

Statements of Cash Flows:
For the year ended September 30, 2014 and 2013 and for the period from Inception May 2, 2011 to September 30, 2014	F-5

Notes to Financial Statements:
September 30, 2014	F-6

HARRIS & GILLESPIE CPA’S, PLLC

CERTIFIED PUBLIC ACCOUNTANT’S

3901 STONE WAY N., SUITE 202

SEATTLE, WA 98103

206.547.6050

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Licont, Corp.

We have audited the accompanying balance sheets of Licont, Corp. (A Development Stage Company) as of September 30, 2014 and September 30, 2013, and the related statements of operations, stockholders’ deficit and cash flows for the periods then ended, and for the period from May 2, 2011 (inception) to September 30, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Licont, Corp. (A Development Stage Company) as of September 30, 2014 and September 30, 2013 and the results of its operations and cash flows for the periods then ended and for the period from May 2, 2011 (inception) to September 30, 2014 in conformity with generally accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note # 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ HARRIS & GILLESPIE CPA’S, PLLC

Seattle, Washington

November 4, 2014

F-1

LICONT, CORP.

(A Development Stage Enterprise)

Balance Sheets

	Audited			Audited
	September 30,			September 30,
	2014			2013

ASSETS
Current assets:
Cash	$	42,887		$	2,162
Total current assets		42,887			2,162

Total assets	$	42,887		$	2,162

LIABILITIES
Current liabilities:
Accounts payable and accrued expenses	$	23,933		$	4,500
Notes payable		143,000			108,121
Accrued rent, related party		-			4,500
Accrued expenses, related party		-			6,466
Total current liabilities		166,933			123,587

Total liabilities		166,933			123,587

STOCKHOLDERS' DEFICIT

Common stock, $.001 par value, 75,000,000 authorized, 2,710,000 and 2,640,000 shares issued and outstanding		2,710			2,640
Capital in excess of par value		511,390			208,160
Deficit accumulated during the development stage		(638,146	)		(332,225	)
Total stockholders' equity		(124,046	)		(121,425	)
Total liabilities and stockholders' deficit	$	42,887		$	2,162

F-2

LICONT, CORP.

(A Development Stage Enterprise)

Statements of Operations

Audited

							Cumulative,
							Inception,
							May 2,
	Year ended			Year ended			2011 through
	September 30,			September 30,			September 30,
	2014			2013			2014

Revenue	$	-		$	-		$	-

Operating expenses
General and administrative		270,810			293,225			595,602

Total operating expenses		270,810			293,225			595,602
(Loss) from operations		(270,810	)		(293,225	)		(595,602	)

Other income/(expense)		(35,112	)		(7,329	)		(42,544	)
		(305,922	)		(300,554	)		(638,146	)
Provision/(credit) for taxes on income		-			-			-
Net Income/(loss)	$	(305,922	)	$	(300,554	)	$	(638,146	)


Basic earnings/(loss) per common share	$	(0.11	)	$	(0.11	)

Weighted average number of shares outstanding		2,675,000			2,631,667

F-3

LICONT, CORP

(A Development Stage Enterprise)

Statement of Shareholders' Deficit

Audited

							(Deficit)
							Accumulated
					Additional		During the
	Common stock				Paid-in		Development
	Shares		Amount		Capital		Stage			Totals

Balance, May 2, 2011		-	$	-	$	-	$	-		$	-

Founder shares issued		1,500,000		1,500				-			1,500

Common stock issued		1,090,000		1,090		20,710		-			21,800

Net (loss) for the period		-		-		-		(818	)		(818	)

Balance, September 30, 2011		2,590,000		2,590		20,710		(818	)		22,482

Net (loss) for the period								(30,853	)		(30,853	)

Balance, September 30, 2012		2,590,000		2,590		20,710		(31,671	)		(8,371	)

Common stock issued		50,000		50		187,450					187,500

Net (loss) for the period								(300,554	)		(300,554	)

Balance, September 30, 2013		2,640,000		2,640		208,160		(332,225	)		(121,425	)

Common stock issued		70,000		70		262,430					262,500

Addition for discount on convertible note						40,800					40,800

Net (loss) for the period								(305,921	)		(305,921	)

Balance, September 30, 2014		2,710,000	$	2,710	$	511,390	$	(638,146	)	$	(124,046	)

F-4

LICONT, CORP.

(A Development Stage Enterprise)

Statements of Cash Flows

Audited

							(Restated)
							Cumulative,
							Inception,
							May 2,
	Year ended			Year ended			2011 through
	September 30,			September 30,			September 30,
	2014			2013			2014

Cash flows from operating activities:
Net income (loss)	$	(305,922	)	$	(300,554	)	$	(638,146	)

Adjustments to reconcile net (loss) to cash
provided (used) by developmental stage activities:
Interest expense		10,480						18,496
Amortization of note discount		23,800						23,800
Change in current assets and liabilities:
Other receivables								(63	)
Accounts payable and accrued expenses		(167	)		(2,250	)		4,500
Net cash flows from operating activities		(271,809	)		(302,804	)		(591,413	)

Cash flows from investing activities:

Net cash flows from investing activities		-			-			-

Cash flows from financing activities:
Proceeds from sale of common stock		262,500			187,500			473,300
Proceeds from note payable		60,000			57,954			160,000
Related party transaction		(9,966	)		20,539			1,000
Net cash flows from financing activities		312,534			265,993			634,300
Net cash flows		40,725			(36,811	)		42,887

Cash and equivalents, beginning of period		2,162			38,973			-
Cash and equivalents, end of period	$	42,887		$	2,162		$	42,887

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:
Interest	$	-		$	689		$	-
Income taxes	$	-		$	-		$	-
SUPPLEMENTAL DISCLOSURE OF
NON-CASH FINANCING AND INVESTING:
Foregiveness of debt	$	-		$	-			7,779

F-5

LICONT, CORP.

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

September 30, 2014

Note 1 - Summary of Significant Accounting Policies:

General Organization and Business

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

Licont Corp. is currently developing a multidisciplinary preferred provider network in an attempt to offer contracting auto insurance carriers significant savings in the medical treatment and management of accident patients. Licont Corp. is a personal injury preferred provider network and is looking to be the first managed medical solution provider specifically tailored to personal injury medical risk management.

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the year ending September 30, 2014 and 2013 and for the period May 2, 2011 (inception) through September 30, 2014.

Use of estimates

Cash and cash equivalents

Fair value of financial instruments and derivative financial instruments

The Company’s financial instruments include cash, accounts payable, and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value September 30, 2014 and 2013. The Company did not engage in any transaction involving derivative instruments.

Convertible Debentures:

Beneficial Conversion Features – If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded as a debt discount pursuant to FASB ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method.

F-6

LICONT, CORP.

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

September 30, 2014

Debt Discount – The Company determines of the convertible debenture should be accounted for as liability or equity under FASB ASC 480, Liabilities – Distinguishing Liabilities from Equity. FASB ASC 480, applies to certain contract involving a company’s own equity, and requires that issuers classify the following freestanding financial instruments as liabilities. Mandatorily redeemable financial instruments, Obligations that require or may require repurchase of the issuer’s equity shares by transferring assets (e.g., written put options and forward purchase contracts), and Certain obligations where at inception the monetary value of the obligation is based solely or predominantly on:

A fixed monetary amount known at inception, for example, a payable settleable with a variable number of the issuer’s equity shares with an issuance date fair value equal to a fixed dollar amount.

Variations in something other than the fair value of the issuer’s equity shares for example, a financial instrument indexed to the S&P 500 and settleable with a variable number of the issuer’s equity shares, or

Variations inversely related to changes in fair value of the issuer’s equity shares, for example, a written put that could be net share settled.

Fair value of financial instruments – The Company has adopted Accounting Standards Codification regarding Disclosure About Derivative Financial Instruments and Fair Value of Financial Instruments. The carrying amounts of cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.

The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued financial instruments including senior convertible notes payable and freestanding stock purchase warrants with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by FASB ASC 815, in certain circumstances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements.

Determination of fair value – The Company’s financial instruments consist of convertible notes payable. The Company believes all of the financial instruments’ recorded values approximate their fair values because of their nature and respective durations.

The Company complies with the provisions of FASB ASC 820-10, “Fair Values Measurements and Disclosures.” FASB ASC 820-10 relates to financial assets and financial liabilities. FASB ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the Unites States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.

FASB ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consist of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 and Level 2) and the lowest priority to unobservable inputs (Level 3).

F-7

LICONT, CORP.

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

September 30, 2014

Federal income taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted FASB Accounting Standards Codification 740.10.05 “Accounting for Income Taxes” as of its inception. Pursuant to FASB Accounting Standards Codification 740.10.05, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward to future years.

Net income per share of common stock

Common Stock Registration Expenses

Recently Issued Accounting Pronouncements:

For the year ending September 30, 2014 and 2013, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

Note 2 - Uncertainty, going concern:

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of September 30, 2014, the Company had an accumulated deficit of $638,146. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Note 3 – Notes Payable:

On September 20, 2012, The Company entered into a Convertible Promissory Note with Amalfi Coast Capital, Inc. The Company has received $50,000 with a stated rate of 8% and due on April 20, 2013. This note has matured and continues to earn interest at 8%. Amalfi Coast Capital has determined that the stock may go up more than the conversion rate of $3.75 and is satisfied with earning interest until a conversion price is at an acceptable level. The balance of the accrued interest as of September 30, 2014 was $8,582 and $1,167 on September 30, 2013.

F-8

LICONT, CORP.

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

September 30, 2014

On December 13, 2012, The Company entered into a Convertible Promissory Note with Amalfi Coast Capital, Inc. The Company has received $50,000 with a stated rate of 8% and due on June 13, 2013. This note has matured and continues to earn interest at 8%. Amalfi Coast Capital has determined that the stock may go up more than the conversion rate of $3.75 and is satisfied with earning interest until a conversion price is at an acceptable level. The balance of the accrued interest as of September 30, 2014 was $7,584 and $167 on September 30, 2013.

The balance of these notes, including accrued interest, net of discount as of June 30, 2014 was $162,433.

Note 4 – Cumulative sales of Common Stock:

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

During the year ended September 30, 2011 the Company issued 1,090,000 shares for $21,800 and 2,590,000 shares of common stock issued and outstanding.

During the year ended September 30, 2012 the Company had 2,590,000 shares of common stock issued and outstanding.

On February 26, 2013, The Company issued 50,000 share of common stock at a price of $3.75 per share for total cash proceeds of $187,500.

On October 18, 2013, the Company issued 20,000 shares of common stock at a price of $3.75 per share for total cash proceeds of $75,000.

On April 12, 2014, the Company issued 50,000 shares of common stock at a price of $3.75 per share for total cash proceeds of $187,500.

As of September 30, 2014, The Company had 2,710,000 share of common stock issued and outstanding.

Note 5 – Consulting Agreement, Related Party:

The Company has an informal agreement with its officer to pay them a monthly consulting fee of $10,000. The agreement started on January 1, 2013 at $8,500 per month and modified April 1, 2014 to $10,000 per month.

Note 6 - Income Taxes:

The provision (benefit) for income taxes for the years ended September 30, 2014 and 2013 were as follows:

	Year Ended September 30,
	2014			2013

Current Tax Provision:
Federal-
Taxable income	$	-		$	-

Total current tax provision	$	-		$	-

Deferred Tax Provision:
Federal-
Loss carryforwards	$	88,611		$	102,188
Change in valuation allowance		(88,611	)		(102,188	)

Total deferred tax provision	$	-		$	-

F-9

LICONT, CORP.

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

September 30, 2014

The Company had deferred income tax assets as of September 30, 2013 and 2012 were as follows:

	September 30,
	2013			2012

Loss carryforwards	$	201,568		$	112,957
Less - Valuation allowance		(201,568	)		(112,957	)

Total net deferred tax assets	$	-		$	-

The Company provided a valuation allowance equal to the deferred income tax assets for the years ended September 30, 2014 and 2013 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

As of September 30, 2014 and 2013, the Company had approximately $592,846 and $332,225, respectively, in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and will begin to expire in the year 2037. Due to a change in control (see note 8) the Company may lose its associated tax attributes.

Note 7 – Leases, Related Party:

The company currently leases on a month to month basis space from a related party. The monthly lease amount is $500 per month through June 30, 2014. The lease was modified to $750 per month starting July 1, 2014. The balance of this accrued rent was $0 as of September 30, 2014.

Note 8 – Change of Control:

Note 9 – Subsequent Events

On December 1, 2014, the Company filed Form 8-K/A in regards to the purchase sale agreement the Company has with Mr. Robertson and Mr. Canillas (see note 8). The Company amended the agreement to cancel the promissory note of $40,000 it had with Mr. Canillas. Mr. Canillas returned these funds to the Company.

F-10

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure 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 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 not 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.

Management's Annual Report on Internal Control Over Financial Reporting.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2014. The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our CEO and CFO have determined and concluded that, as of September 30, 2014, the Company’s internal control over financial reporting was not effective.

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or combination of deficiencies that result in a more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of September 30, 2014:

•	The Company does not have policies and procedures in place to ensure the timely review, disclosure and accurate financial reporting for significant agreements and transactions.

•	The Company does not have an independent audit committee in place, which would provide oversight of the Company’s officers, operations and financial reporting function.

Due to our small size, we were not able to immediately take any action to remediate these material weaknesses. We plan to address the control deficiencies in the near future. Notwithstanding the assessment that our Internal Controls over Financial Reporting was not effective and that there were material weaknesses identified herein, we believe that our financial statements contained in this Annual Report fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects.

This annual 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 annual report.

Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended September 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

As reported under Item 1.01 in a Current Report on Form 8-K dated October 27, 2014, the registrant entered into a promissory note, as amended, whereby it loaned $40,000 to Nick Canillas as part of the funding of a purchase by Mr. Canillas of 1,400,000 shares of registrant common stock from Trevor Robertson. On December 1, 2014, as part of the amendment of the terms of such stock purchase discussed below in Item 5.01, the registrant and Nick Canillas cancelled such promissory note and the $40,000 was returned to registrant.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth the name and age of officers and director as of September 30, 2014. Our Executive officers are elected annually by our Board of Directors. Our executive officers hold their offices until they resign, are removed by the Board, or his successor is elected and qualified.

Name	Age	Position
Trevor Robertson	55	President, Chief Executive Officer, Chief Financial Officer, and Director

Dr. Trevor Robertson has served as the Company’s Chairman, President, Chief Executive Officer, and Chief Financial Officer since August 31, 2012. Mr. Robertson is also the President and Chief Financial Officer of PIPN Corporation, an independent personal injury provider network that helps to manage personal injury medical risk to reduce fraudulent claims, since July 2012. From 2005 to 2011, Dr. Robertson has served as Senior Director and Clinician Director of Birdrock Chiropractic Group, La Jolla Shores Chiropractic Group and University City Chiropractic Group. From 1996 to 2004, Dr. Robertson was founder and President of the National Chiropractic Network. Since 1991, Dr. Robertson has maintained a private medical practice in La Jolla, California.

We currently do not have an employment agreement with any of our officers or directors.

Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

●	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

●	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

●

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

●

been found by a court of competent jurisdiction in a civil action or by the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Compliance with Section 16(a) of the Exchange Act

The Company does not have a class of securities registered under the Exchange Act and therefore its directors, executive officers, and any persons holding more than ten percent of the Company’s common stock are not required to comply with Section 16 of the Exchange Act.

Code of Ethics

We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, because of the small number of persons involved in the management of the Company.

Board Committees

Our Board of Directors has no separate committees and our Board of Directors acts as the audit committee and the compensation committee. We do not have an audit committee financial expert serving on our Board of Directors.

Item 11. Executive Compensation.

Summary Compensation Table

The following table sets forth information regarding each element of compensation that we paid or awarded to our executive officers for fiscal 2014 and 2013.

Name and Principal Position	Year		Salary			Bonus		Stock Awards ($)		Option Awards		Non-Qualified Deferred Compensation Earnings		All Other Compensation		Totals ($)

Trevor Robertson President Chief Executive Officer, and Chief Financial		2013	$	76,500	(2)	$	0	$	0	$	0	$	0	$	0	$	76,500
Officer (1)		2014		115,000			0		0		0		0		0		115,000

(1)	Trevor Robertson was appointed as President, Chief Executive Officer, and Chief Financial Officer of the Company on August 31, 2012.
(2)	$4,500 has been accrued and not paid.

Director Compensation

We have provided no compensation to our directors for their services provided as directors.

Employment Agreements

We currently have an employment agreement with Mr. Robertson, pursuant to which Mr. Robertson is paid $10,000 per month plus medical insurance not to exceed $1000 a month for his services.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees. We had no options outstanding as of September 30, 2014.

Compensation Committee Interlocks and Insider Participation

Our Board of Directors does not have a compensation committee and the entire Board of Directors performs the functions of a compensation committee. No member of our Board of Directors has a relationship that would constitute an interlocking relationship with our executive officers or directors or another entity.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information as of December 30, 2014 with respect to the holdings of: (1) each person known to us to be the beneficial owner of more than 5% of our common stock; (2) each of our directors and named executive officers; and (3) all directors and executive officers as a group. To the best of our knowledge, each of the persons named in the table below as beneficially owning the shares set forth therein has sole voting power and sole investment power with respect to such shares, unless otherwise indicated. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company.

Name and Address	Amount and Nature of Beneficial Ownership		Percentage of Class(1)

Directors and named executive officers

Trevor Robertson		0		0	%
All directors and executive officers as a group (1 person)		0		0	%

Beneficial owners of more than 5% of our common stock

Nicholas Canillas		1,400,000		51.66	%

(1) Based on 2,710,000 shares issued and outstanding.

We are not aware of any arrangements which may at a subsequent date result in a change of control of the Company.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Transactions with Related Persons

Since inception to September 30, 2012, the Company received loans from its former officer, Andro Gvichiya in the amount of $7,779. The loans were provided for working capital purposes, and are unsecured, non-interest bearing, and have no specific terms of prepayment. These loans of $7,779 were forgiven due to the change of ownership. The balance of these loans at September 30, 2013 was $0.

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

As of September 30, 2013, The Company had received payment on the related party receivable of $9,573 and paid the balance off during the period ended September 30, 2013. The note carries an interest rate of 8% and has no current terms of repayment. The Company reported interest income of $689 as of September 30, 2013.

On October 17, 2014 and amended on December 1, 2014, a Stock Purchase Agreement dated September 30, 2014 was closed under which Trevor Robertson sold 1,400,000 shares of the Company to Nick Canillas for $15,000. The Stock Purchase Agreement contained the customary warranties and terms. This purchase resulted in a change in control of the Company as the shares sold represented 52.6% of the outstanding shares of the Company. On December 1, 2014, the Company filed Form 8-K/A in regards to the purchase sale agreement the Company has with Mr. Robertson and Mr. Canillas. The Company amended the agreement to cancel the promissory note of $40,000 it had with Mr. Canillas. Mr. Canillas returned these funds to the Company.

Director Independence

We do not have any independent directors. Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

●	the director is, or at any time during the past three years was, an employee of the company;

●	the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

●	a family member of the director is, or at any time during the past three years was, an executive officer of the company;

●	the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

●	the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or

●	the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

Trevor Robertson is not considered independent because he is an executive officer of the Company.

We do not currently have a separately designated audit, nominating or compensation committee.

Item 14. Principal Accounting Fees and Services.

Audit Fees

For the Company’s fiscal years ended September 30, 2014 and 2013, we were billed approximately $9,250 each year, for professional services rendered for the audit and reviews of our financial statements.

Audit Related Fees

None.

Tax Fees

For the Company’s fiscal years ended September 30, 2014 and 2013, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning by our auditors.

All Other Fees

The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended September 30, 2014 and 2013.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

●	approved by our audit committee; or

●	entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management.

We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees were pre-approved. However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) The following documents are filed as part of this report:

Financial Statements: See “Index to Consolidated Financial Statements” in Part II, Item 8 of this Report.

Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.

(b) The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included.

Certain of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:

●	may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;

●	may apply standards of materiality that differ from those of a reasonable investor; and

●	were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.

Exhibit Number			Description
3.1			Certificate of Incorporation [incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 18, 2011 (“Form S-1”)]
3.2			Bylaws [incorporated by reference to Exhibit 3.2 to the Form S-1]
10.1			Stock Purchase Agreement [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2012]
31.1			Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS			XBRL Instance Document
101.SCH			XBRL Taxonomy Schema
101.CAL			XBRL Taxonomy Calculation Linkbase
101.DEF			XBRL Taxonomy Definition Linkbase
101.LAB			XBRL Taxonomy Label Linkbase
101.PRE			XBRL Taxonomy Presentation Linkbase

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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LICONT, CORP.

Dated: January 5, 2015	By:	/s/ Trevor Robertson
		Trevor Robertson Duly Authorized Officer, President, Chief Executive Officer, and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date

/s/Trevor Robertson	President, Chief Executive Officer,	January 5, 2015
Trevor Robertson	Chief Financial Officer, and Director(Principal Executive Officer and Principal Financial and Accounting Officer)

Exhibit 31.1

CERTIFICATION

OF PRINCIPAL EXECUTIVE OFFICER AND

PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Trevor Robertson, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Licont, Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 5, 2015

/s/ Trevor Robertson

Trevor Robertson

President, Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer and Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER AND

PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT of 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Trevor Robertson, the President, Chief Executive Officer and Chief Financial Officer of Licont, Corp., hereby certify, that, to my knowledge:

1.	The Annual Report on Form 10-K for the year ended September 30, 2014, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in such Annual Report on Form 10-K for the year ended September 30, 2014, fairly presents, in all material respects, the financial condition and results of operations of Licont, Corp.

Date: January 5, 2015

LICONT, CORP.

By: /s/ Trevor Robertson
Trevor Robertson President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

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