UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark one)

 

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

 

For the quarterly period ended March 31, 2016

 

OR

 

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

 

For the transition period __________ to __________

 

Commission File Number: 333-198435

 

SAFE LANE SYSTEMS, Inc.

(Exact name of registrant as specified in its charter)

 

COLORADO   46-3892319

(State or Other Jurisdiction of

Incorporation or Organization)

 

(IRS Employer

Identification Number)

 

1624 Market Street, Suite #202, Denver, Colorado 80202/ Phone (949) 825-6512

(Address and telephone number of principal executive offices)

 

Paul D. Dickman, Chief Executive Officer, President and Chairman of the Board

1624 Market Street, Suite #202, Denver, Colorado 80202/ Phone (949) 825-6512

(Name, address and telephone number of agent for service)

 

COPIES OF ALL COMMUNICATIONS TO:

Michael A. Littman, Attorney at Law

7609 Ralston Road, Arvada, CO, 80002 phone 303-422-8127 / fax 303-431-1567

 

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   x     No   ¨

 

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

 

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

 

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

 

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

 

As of May 23, 2016 there were outstanding 25,118,273 shares of the issuer’s common stock, par value $0.0001 per share and 10,000,000 shares of the issuer’s class A preferred stock, par value $0.0001 per share.

 

 

 

     

 

 

SAFE LANE SYSTEMS, INC.

 

FORM 10-Q for the Quarter Ended March 31, 2016

 

INDEX

 

  Page
PART I - FINANCIAL INFORMATION
         
Item 1.   Financial Statements   3
         
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations   10
         
Item 3.   Quantitative and Qualitative Disclosures About Market Risk    
         
Item 4.   Controls and Procedures   11
         
PART 2 - OTHER INFORMATION
         
Item 1.   Legal Proceedings   12
         
Item 2.   Unregistered Sale of Equity Securities and Use of Proceeds   12
         
Item 3.   Defaults Upon Senior Securities   12
         
Item 4.   Mine Safety Disclosures   12
         
Item 5.   Other Information   12
         
Item 6.   Exhibits   12
         
Signatures   Signatures   13

 

 

 

 

  2  

 

 

 

Safe Lane Systems, Inc.

Balance Sheet

 

    March 31, 2016     December 31, 2015  
Assets
Current Assets                
Cash and cash equivalents   $ 14,858     $ 15,282  
Total Current Assets     14,858       15,282  
                 
Non-current Assets                
Patent Sublicense, net     1,757       1,831  
Total Non-current Assets     1,757       1,831  
                 
Total Assets   $ 16,615     $ 17,113  
                 
Liabilities and Stockholders' Equity                
Commitments and Contingencies                
Current Liabilities                
Accounts Payable   $ 5,900     $ 1,080  
Unsecured, short-term notes payable     415,000       395,000  
Accrued Liabilities     19,081       14,942  
Total Current Liabilities     439,981       411,022  
                 
Stockholders' Equity                
Class A super voting preferred stock, $0.0001 par value; 10,000,000 shares authorized, issued and outstanding     1,000       1,000  
Class B non-voting preferred stock, $0.0001 par value; 50,000,000 shares authorized; 0 and 0 issued and outstanding as of March 31, 2016 and December 31, 2015     –       –  
Common Stock, $0.0001 par value: 500,000,000 shares authorized, 25,118,273 shares issued and outstanding as of March 31, 2016 and December 31, 2015     2,512       2,512  
Additional paid-in-capital     801       801  
Accumulated earnings     (427,679 )     (398,222 )
                 
Total Stockholders' Equity     (423,366 )     (393,909 )
                 
Total Liabilities and Stockholders' Equity   $ 16,615     $ 17,113  

 

 

  3  

 

 

Safe Lane Systems, Inc

Statement of Operations

For the Three Months Ended March 31, 2016 and 2015

 

    Three Months Ended March 31,  
    2016     2015  
Ordinary Income/Expense                
                 
Revenue   $ –     $ 1,725  
Total Revenue     –       1,725  
                 
Expense                
General & Administrative Expense     315       3,286  
Stock Based Compensation     –       –  
Professional & Contract Expense     25,003       55,960  
Total Expense     25,318       59,246  
                 
Net Income/(Loss) from Operations     (25,318 )     (57,521 )
                 
Other Income/Expense                
Interest Income     –       –  
Amortization     –       –  
Interest Expense     4,139       2,071  
Total Other Income/Expense     4,139       2,071  
                 
Net Income/(Loss)   $ (29,457 )   $ (59,592 )
                 
Net Income/(Loss) per share (basic and diluted)   $ (0.00 )   $ (0.03 )
                 
Weighted average number of common shares outstanding     25,118,273       2,000,000  

 

 

  4  

 

 

Safe Lane Systems, Inc

Statement of Cash Flow

For the Three Months Ended March 31, 2016 and 2015

 

    Three Months Ended  
    2016     2015  
Cash Flows From Operating Activities                
Net Income   $ (29,457 )   $ (59,592 )
                 
Adjustments to reconcile net income to net cash provided by (used for) operating activities:                
Amortization     74       –  
Stock Based Compensation     –       –  
                 
Changes in operating Assets and Liabilities:                
Accounts Payable     4,820       –  
Other Accrued Liabilities     4,139       2,071  
                 
Net Cash Provided by (used for) Operating Activities     (20,424 )     (57,521 )
                 
Cash Flows from Investing Activities:     –       –  
                 
                 
Cash Flow from Financing Activities:                
Superior Traffic Controls Loan     20,000       –  
Net cash provided by Financing Activities     20,000       –  
                 
Net Increase (Decrease) in Cash     (424 )     (57,521 )
                 
Cash at Beginning of Period     15,282       88,495  
                 
Cash at End of Period   $ 14,858     $ 30,974  

 

 

  5  

 

 

SAFE LANES SYSTEMS, INC.

 

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2016

 

NOTE 1.  ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 

SAFE LANES SYSTEMS, INC. (the “Company”), was incorporated in the State of Colorado on September 10, 2013. The Company was formed to engage in the sale of traffic safety equipment. The Company may also engage in any other business permitted by law, as designated by the Board of Directors of the Company. During the second quarter of 2014 the Company secured a perpetual license to all of the intellectual property of Superior Traffic Control in exchange for the issuance of nonvoting convertible stock in the company.

 

Basis of Presentation - The accompanying financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of the Company’s management, the information contained herein reflects all adjustments necessary for a fair presentation of the Company’s results of operations, financial position and cash flows. All such adjustments are of a normal, recurring nature.

 

Reclassifications - Certain amounts in the prior period’s financial statements have been reclassified to conform to the current quarter’s presentation and to correct prior period errors.

 

Cash and Cash Equivalents

 

Cash Flows - During the period ending March 31, 2016, the Company primarily utilized cash proceeds from an unsecured short term loan to fund its operations.

 

Cash flows used by operations for the period ended March 31, 2016 and 2015 were $20,424 and $57,521 respectively.

 

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. As of March 31, 2016, the Company had cash and cash equivalents of $14,858 as compared to cash and cash equivalents of $15,282 as of December 31, 2015.

 

Impairment of Long-life Assets

 

In accordance with ASC Topic 360, the Company reviews its long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. No impairment was deemed necessary as of March 31, 2016 and December 31, 2015.

 

Intangible Assets, Patents

 

During the second quarter of 2014 fiscal year the Company acquired the exclusive license rights and intellectual property for the patent of the Kone General device which expires July 2022. As payment for the license rights the company agreed to issue 22,768,273 shares of class B preferred, nonvoting shares to the shareholders of the original license holders “Superior Traffic Controls”. The Company accounts for its patent sub-license in accordance with ASC 350-30-30 “Intangibles – goodwill and other” and 805-50-30 and 805-50-15 related to “Business Combinations” by recognizing the fair value to the amount paid by the company for the asset at the time of purchase. Since Safe Lanes Systems has a limited operating history management determined to use par value as the value recognized for the transaction. Since the patent has a predetermined, finite life span, the cost of the asset will be recognized on a straight line basis over the remaining life of the patent. In addition, each period the Company will evaluate the intangible asset for impairment. As of March 31, 2016 no impairment was deemed necessary.

 

    March 31, 2016     March 31, 2015  
Patents   $ 2,277     $ 2,277  
Less: Accumulated Amortization     (520 )     (268 )
    $ 1,757     $ 2,009  

 

Amortization expense for the three-month period ended March 31, 2016 and 2015 was $74 and $74 respectively.

 

 

 

  6  

 

 

Accounts payable and accrued liabilities

 

Accounts payable consisted of $5,900 at March 31, 2016 and $1,080 at December 31, 2015 respectively. Accrued interest consisted of $19,081 at March 31, 2016 and $14,942 at December 31, 2015 respectively.

 

Unsecured, short-term notes payable

 

The company obtained an unsecured, short-term note of $250,000 at 4% from the original holder of the license to the Kone-General patent in the second quarter of 2014. As of March 31, 2016 the Company had received funding of $250,000 on the note payable and an additional $165,000 under the same terms with a verbal agreement in place and had recognized $19,081 in accrued interest expense.

 

Stockholders’ Equity

 

At March 31, 2016 and December 31, 2015, the Company was authorized to issue 500,000,000 shares of common stock, $0.0001 par value per share. In addition, 10,000,000 shares of Class A preferred super majority voting stock, $.0001 par value and 50,000,000 shares of Class B preferred, $.0001 par value nonvoting convertible shares were authorized. All common stock shares have full dividend rights. However, it is not anticipated that the Company will be declaring distributions in the foreseeable future.

 

Upon formation, the Company sold the founder 2,000,000 shares of $0.0001 par value common stock for $1,000 cash. Also upon formation, the Company paid the founder stock based compensation for services rendered of 10,000,000 shares of $0.0001 par value class A preferred super majority voting stock. These preferred shares have a stated value of par value of $0.0001. The holder of the Class Stock shall have the right to vote on any matter with holders of Common Stock and may vote as required on any action, which Colorado law provides may or must be approved by vote or consent of the holders of the specific series of voting preferred shares and the holders of common shares. The Record Holders of the Class B Preferred Shares shall have that number of votes equal to that number of common shares which is not less than 60% of the vote required to approve any action, which Colorado law provides may or must be approved by vote or consent of the holders of other series of voting preferred shares and the holders of common shares or the holders of other securities entitled to vote, if any.

 

Upon execution of a patent sublicense agreement the Company issued 22,768,273 shares of its class B preferred convertible stock to a trustee on behalf of shareholders of the original license agreement. These shares were converted into regular common stock upon the company registering the underlying shares with the SEC and distribution to stockholders which occurred in the 2016 fiscal year.

 

Professional and contractor expense

 

Professional and contractor expenses are comprised of the following in the nine-month period ended March 31, 2016:

 

    March 31, 2016     March 31, 2015  
Contract Management Fees   $ 16,200     $ 16,200  
Other Professional Services     8,803       39,760  
    $ 25,003     $ 55,960  

 

 

 

  7  

 

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect 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.

 

Stock Based Compensation

 

The Company accounts for share-based payments pursuant to ASC 718, “Stock Compensation” and, accordingly, the Company records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options and restricted stock awards using the Black-Scholes option pricing model.

 

Stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately under ASC 718 and EITF 96-18 when options are given for previous service without further recourse. The Company issued stock options to contractors that had been providing services to the Company upon their termination of services. Under ASC 718 and EITF 96-18 these options were recognized as expense in the period issued because they were given as a form of compensation for services already rendered with no recourse.

 

The following table summarizes share-based compensation expense recorded in selling, general and administrative expenses during each period presented:

 

    March 31, 2016     December 31, 2015  
Stock award     –       350,000  
Total Share-Based Compensation Exp   $ –     $ 35  

 

There are no future stock based compensation commitments.

 

Stock option activity was as follows:

 

    Number of Shares     Weighted Average Exercise Price ($)  
Balance at December 31, 2014     10,000,000       0.20  
Granted     0       –  
Exercised     0       –  
Forfeited or expired     0       –  
Balance at December 31, 2015     10,000,000       0.20  
Granted     0       –  
Exercised     0       –  
Forfeited or expired     0       –  
Balance at March 31, 2016     10,000,000       0.20  

 

The following table presents information regarding options outstanding and exercisable as of March 31, 2016:

 

Weighted average contractual remaining term - options outstanding     0.0 years  
Aggregate intrinsic value - options outstanding     –  
Options exercisable     10,000,000  
Weighted average exercise price - options exercisable   $ 0.20  

 

The fair value of each option granted is estimated on the date of the grant using the Black-Scholes option pricing model with weighted average assumptions for grants as follows:

 

Risk-free interest rate     0.01%  
Expected life of options     4-5 years   
Annualized volatility     144.00%  
Dividend Income     0.00%  

 

 

 

  8  

 

 

Income Tax

 

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

Fiscal year

 

The Company employs a fiscal year ending December 31.

 

Net Income (Loss) per share

 

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company’s preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.

 

Revenue Recognition

 

The Company is currently in the Development stage and has no revenues. Revenue will be recognized on an accrual basis as earned once operations commence.

 

Financial Instruments

 

The carrying value of the Company’s financial instruments, including cash and cash equivalents, as reported in the accompanying balance sheet, are stated at fair value.

 

Going Concern and Managements’ Plans

 

As shown in the accompanying financial statements for the period ended March 31, 2016, the Company has a limited operating history.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

The Company has a plan in place to remove this threat through the issuance of notes payable and common stocks offerings.  If the Offering raises at least $250,000, then the Company’s estimated expenses related to the Offering and the expenses related to initial projected operating costs of the Company will be covered. However, the Company will need to generate more than the expenses of the Offering in order to have enough capital to execute its business plan.

 

Recent Accounting Pronouncements

 

The Company has reviewed all recently issued but not yet effective accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or results of operations.

 

Related Party Transactions

 

The Company pays its Chief Executive Officer, Paul Dickman through Mr. Dickman’s consulting company, Breakwater Finance, LLC. For the three-month period ended March 31, 2016 and March 31, 2015, management fees were $16,200 and $16,200 respectively.

 

Subsequent Events

 

The Company evaluates events and transactions after the balance sheet date but before the financial statements are issued. As of the date of this filing there were no events that materially impacted the company.

 

 

 

  9  

 

 

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

 

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties and are based on the beliefs and assumptions of management and information currently available to management. The use of words such as “believes”, “expects”, “anticipates”, “intends”, “plans”, “estimates”, “should”, “likely” or similar expressions, indicates a forward-looking statement.

 

The identification in this report of factors that may affect our future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

 

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

 

General

 

The Company was incorporated in Colorado in September of 2013.

 

The Company had minimal operations from inception to December 31, 2015.

 

The Company is in the business of marketing and selling traffic safety equipment. We have licensed and sub-licensed I.P. for a spring traffic cone dispenser designed to protect highway workers, first responders to vehicle collisions and highway incidents, law enforcement personnel, towing operators, private and public utility workers, as well as pedestrians and motorists. Our flagship product, The Kone General Automatic Safety Cone Deployment System, is the world’s first and only portable safety cone dispensing system. Safe D-Ploy Spring Cones are patented MUTCD (Manual on Uniform Traffic Control Devices) compliant highway safety cones.

 

We have begun initial minimal operations and are currently without revenue. We have engaged a marketing consultant to develop a marketing and sales plan for both the spring traffic cone and our automatic traffic cone dispenser. We have engaged and are currently under agreement with a globally recognized manufacturer’s representation firm, The Johander Company of Minneapolis, to help guide us into retail markets, build a manufacturer’s representative network, and drive retail sales of our Spring Cone and Safe-D-ploy product accessories. Johander was founded in 1987 by Bill Johander and remains a family business operated by his daughter Jennifer who joined the company after a successful career at Target Stores. We will pursue under a ‘pay for success’ commission structure the following existing Johander retail relationships including; Target and Target.com, Bluestem Brands (Fingerhut), Meijer, Menard’s, Home Depot, Lowe’s, Advance Auto, Sam’s Club and Gander Mountain, Walmart, Costco, Dick's Sporting Goods, Sports Authority, Academy Amazon, NAPA, Auto Zone, O'Reillys, Pep Boys, AC Delco, ULine, Grainger, Gempler's, Toys R Us, and Streicher's. Through this relationship we expect to have a new manufacture in place by the end of the year at no additional costs until such time as manufacturing begins.

 

We are in the developmental stage of our business. Since our incorporation September 2013, we have been engaged in securing both exclusive and non-exclusive license agreements for our key products, designing a marketing plan, and lining up suppliers and manufacturers for production.

 

During the 2016 fiscal year, we intend to focus our efforts on our product launch and marketing of the Kone General Automatic Safety Cone Deployment System.

 

Results of Operations

 

There were no revenues in the three months ended March 31, 2016 and one sale resulting in revenue of $1,725 in revenue in the same calendar period of 2015.

 

Expenses decreased from $59,246 in the three month period ended March 31, 2015 to $29,457 in the three month period ending March 31, 2016. This decrease was primarily caused by the Company reducing it professional fees expense categories.

 

 

 

  10  

 

 

Liquidity and Capital Resources

 

During the three months ended March 31, 2016 the Company received $20,000 from the issuance of notes payable as compared to received no funding during the three months ended March 31, 2015.

 

During the twelve months ending March 31, 2017 the Company estimates it will need approximately $500,000 to implement its business plan. Other than the foregoing, the Company does not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on sales, revenues or income from continuing operations, or liquidity and capital resources.

 

Item 4.  Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

An evaluation was carried out under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and is communicated to our management, including our Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of March 31, 2016, our disclosure controls and procedures were not effective.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2016 that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

 

 

 

 

 

 

 

  11  

 

 

PART II

 

Item 1. Legal Proceedings.

 

The Company is not a party to any legal proceeding that it believes will have a material adverse effect upon its business or financial position.

 

Item 1A. Risk Factors.

 

Not required for smaller reporting companies.

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

There have been no defaults upon senior securities.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6.  Exhibits

 

a.  Exhibits

 

31.1   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1   Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2   Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.INS   XBRL Instance Document
     
101.SCH   XBRL Schema Document
     
101.CAL   XBRL Calculation Linkbase Document
     
101.DEF   XBRL Definition Linkbase Document
     
101.LAB   XBRL Labels Linkbase Document
     
101.PRE   XBRL Presentation Linkbase Document

 

 

  12  

 

 

SIGNATURES

 

Pursuant to the requirements 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.

 

  SAFE LANE SYSTEMS, INC.
   
Date: May 23, 2016 By: /s/ Paul Dickman
    Paul Dickman, Chief Executive Officer, Principle Financial and Accounting Officer

 

 

 

 

 

 

 

 

 

 
  13