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 July 31, 2014
or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 333-191443
Travelsafe,
Inc.
(Exact name
of registrant as specified in its charter)
| Nevada |
|
46-2283813 |
| (State or other jurisdiction of |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Identification No.) |
12926 Morehead
Chapel Hill, NC 27517
(Address
of principal executive offices)(Zip Code)
(919) 969-2982
(Registrant’s
telephone number, including area code)
Securities registered
pursuant to Section 12(b) of the Act
| Title of Class |
Name of Exchange in which registered |
| |
|
| None |
None |
Securities Registered
Pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o 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 x No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. Yes o 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 o No x
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and
large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer o |
Accelerated filer o |
| |
|
| Non-accelerated filer o |
Smaller reporting company x |
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
State the aggregate market value of voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold,
or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed
second fiscal quarter. $28,500 based on the closing price of $0.03 of our common stock on January 31, 2014.
Applicable only to registrants involved
in bankruptcy proceedings during the preceding five years:
Indicate by check mark whether the registrant
filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes o No o
Applicable only to corporate registrants:
Indicate the number of shares outstanding
of each of the issuer’s classes of common stock, as of the latest practicable date. As of September 17, 2014, there were
5,950,000 shares of common stock, par value $0.001, issued and outstanding.
Documents incorporated by reference
List hereunder the following documents
if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:
(1) Any annual report to security holders: (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule
424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g.,
annual report to security holders for fiscal year ended December 24, 1980). None
TRAVELSAFE, INC.
ANNUAL REPORT ON FORM 10-K
July 31, 2014
TABLE OF CONTENTS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This Report, including information included
or incorporated by reference in this document, contains statements which constitute forward-looking statements. Forward looking
statements made by penny stock issuers such as the Company are excluded from the safe harbor in Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements may relate to our financial condition, results of operation, plans, objectives,
or future performance. These statements are based on many assumptions and estimates and are not guarantees of future performance.
Our actual results may differ materially from those anticipated in any forward-looking statements, as they will depend on many
factors about which we are unsure, including many factors which are beyond our control. The words “may,” “would,”
“could,” “should,” “will,” “expect,” “anticipate,” “predict,”
“project,” “potential,” “believe,” “continue,” “assume,” “intend,”
“plan,” and “estimate,” as well as similar expressions, are meant to identify such forward-looking statements.
Forward-looking statements are subject
to certain risks and uncertainties which could cause actual results to differ materially from those anticipated. Such risk and
uncertainties include, without limitation, those described below under Item 1A - Risk Factors and the following: (1) if the
Company has limited cash resources and if it is not able to obtain further financing required for continuing operations, marketing,
product development, and research its business operations will fail, (2) the Company has not generated substantial revenues,
and as a result, faces a high risk of business failure, (3) the Company’s lack of diversification and dependence on
material customers increases the risks associated with the Company’s business and an investment in the Company, and the Company’s
financial condition may deteriorate rapidly if it fails to succeed in developing the Company’s business and expanding our
customer base, (4) the Company may not effectively execute the Company’s business plan or manage the Company’s
potential future business development, (5) the Company’s business could be impaired if it fails to comply with applicable
regulations, (6) the Company has had significant turnover in management and may not be able to attract and maintain key management
personnel to manage the Company or laboratory scientists to carry out the Company’s business operations, which could have
a material adverse effect on the Company’s business, (7) the market for lab-grown diamond may not develop as anticipated,
(8) competition may adversely affect our business and (9) the Company may expend a substantial amount of time and resources
in connection with the Securities and Exchange Commission’s (“SEC”) recent subpoena, potential inquiries or legal
actions in connection with its filings with the SEC or otherwise, which may impair the Company’s ability to raise capital
and to operate its business. You are cautioned not to place undue reliance on forward-looking statements, which speak only
as of the date hereof. The Company undertakes no obligation to publish revised forward-looking statements to reflect events
or circumstances after the date hereof or to reflect the occurrences of unanticipated events. You are also urged to review and
consider carefully the various disclosures made hereafter by the Company from time to time with its SEC filings.
PART I
Item 1. Business
We were incorporated
on March 7, 2013 under the laws of the state of Nevada. We plan to be in the business of arranging medical, mobility, companion
and associated services for senior citizens with medical and/or physical conditions that require or may require specialized accommodation.
While we do not directly provide medical, mobility, companion and associated services to our clients, we arrange for the services
necessary to make travel safe and worry-free for seniors with medical concerns or physical limitations. The Company was founded
by John Fahlberg, a seasoned businessman who recognized a significant need for medical/mobility support services for senior travelers
residing in the Research Triangle Area.
Older individuals under
medical supervision often avoid traveling due to the fear of becoming ill while away from their doctors, pharmacies and health
care providers. In many cases, travelers let symptoms go untreated or risk receiving inadequate care when away from trusted healthcare
providers. This can be particularly worrisome and even dangerous for older travelers.
We plan to arrange
on-site services providers to offer daily medical supervision, on-call emergency care, trained travel companions, medication management
and mobility equipment to its clients as requested or required. Our clients will be required to provide their medical records and
treatment requirements to us in order for us to make necessary arrangements for medical staffing, mobility equipment and/services
and companion/guide. The arranged service providers will be expected to have studied our client’s background and medical
records before any trip and be equipped to provide timely and appropriate care should complications or changes in our client’s
health occur.
We initially plan to
focus on providing our services to travelers living in the Research Triangle (Raleigh/Durham/Chapel Hill) Area of North Carolina
and on destinations in the United States. We plan to develop relationships with medical, travel, guiding and emergency service
providers in the United States that are able to provide specialized travel assistance to our clients. We also expect to refer our
clients to a reputable travel insurance provider to cover costs in the event such client is not able to travel or complete his
or her travel. To date, we have contacted Allianz Travel Insurance about providing travel insurance to our clients, and we plan
on reaching out to additional insurance providers in the next four months to discuss potentially establishing a business relationship.
Target Market
Our target prospects
are older individuals and couples with discretionary income or savings that can be used for travel and that have an adequate range
of mobility and no severe disabilities.
We have selected the
Research Triangle (Raleigh/Durham/Chapel Hill) Area of North Carolina (RTP) as our initial target market, as RTP is the location
of our principal office, and it has a large percentage of seniors over the age of 65 and is a recognized destination for retirees.
According to estimated
2012 census data, approximately 10% of the population in RTP (136,973 individuals) is age 65 or older. The national statistic indicates
that about 31% of people over age 65 report some level of physical disability. Therefore, approximately 34,000 seniors in RTP are
expected to have disabilities and are base for our potential clients.
Marketing and Sales
At this early stage
of our operation, our President and sole Director is expected to handle all marketing and sales efforts. His responsibilities include
developing business arrangements with service providers, medical professionals, hotels and other travel agencies, directing the
development of the company website and arrange meetings and presentations at local country clubs, retirement communities and other
senior social organizations, and formulating marketing materials to be used during his presentations and meetings.
We plan to enter the
market by developing relationships with travel agencies and contacting senior communities, country clubs and other senior social
organizations. We plan to advertise with selected senior-oriented web sites to promote our services. We plan to develop relationships
with local travel agencies and certain hotels/resorts in attractive destinations that cater to senior citizens to offer our services
to their senior travelers.
Travel agencies that
choose to work with us are expected to provide added-value services to their clients with special or medical concerns. We plan
to pay our partner travel agencies a fee of 3% of sales generated through their referrals.
We also plan to target
organizations that influence the decisions of the target audience including the American Association of Retired Persons (AARP).
Our plan is to arrange meetings and presentations to promote our services to members of RTP retirement community activity organizations,
country clubs and other social organizations or events that cater to seniors.
We plan to contact
leading maturity magazines including Travel: 50 & Beyond, AARP The Magazine, and MORE Magazine to
determine if placing banner advertising on their web sites will be cost-effective and can be focused regionally for greatest return
on investment.
Currently, we have
a functioning website, www.travelsafeco.com and we have begun accepting information inquiries via email. We may develop a blog
to promote our services. We plan to introduce the blog via emails to prospects who have opted-in our senior travel information
and recommendations.
Competition
There are a number
of companies and organizations that offer mobility resources and provide certain accessibility accommodations. Many of these companies
focus on wheelchair accessibility in particular. We plan to go beyond single-dimensional mobility assistance. Our goal is to arrange
medical, mobility, companion and associated services for our clients.
Companies that provide
some specialized travel services to seniors include:
| |
· |
Accessible Journeys (http://disabilitytravel.com) |
| |
· |
Accessible Travel (http://accessible-travel.net) |
| |
· |
Alternative Leisure & Co., Trips Unlimited (http://www.alctrips.com/aboutus.htm) |
| |
· |
Best Bets Travel (http://www.bestbetstravel.com) |
| |
· |
Exceptional Vacations, LLC (http://exceptional-vacations.com) |
| |
· |
Flying Wheels Travel (http://flyingwheelstravel.com) |
| |
· |
The Guided Tour (http://www.guidedtour.com) |
Service Provider
Arrangements
We plan to form initial
relationships with medical assist, transportation companies and hotels in selected destinations to provide specified services to
our clients. Below are service providers that we have already contacted or plan to contact to discuss potential arrangements:
| |
o |
Interim Health Care (www.interimhealthcare.com) |
| |
o |
All Medical Personnel (www.allmedstaffing.com) |
| · |
Americans with Disabilities Act (ADA) Compliant Transportation Providers: |
| |
o |
Coach USA (www.coachusa.com) |
| |
o |
Metropolitan shuttle (www.metropolitanshuttle.com) |
Services Pricing
TravelSafe will charge
an engagement fee of $250 per client, which covers our initial consultation. Prospects will be asked to complete an extensive questionnaire
regarding their disabilities and medical issues. Travelers will also provide contact information for their primary care provider
and other specialists they may be using for medical care. This information will be provided to all travel personnel and care providers
associated with a trip.
Based on a client’s
travel goals and medical/physical concerns, we will then develop the itinerary and arrange the necessary medical, mobility and
companion/guide partners to determine costs and fees associated with the actual trip or tour. We expect to generate revenue by
adding a 15% markup to travel costs and a 20% markup for medical, mobility and companion/guiding fees.
We will require a 50%
deposit before booking airfare, hotels, ground transportation, events, entertainment, excursions, guides and specialized medical
services for the client. Two weeks prior to the trip, we will require payment of the remaining costs/fees for the trip. Clients
will be allowed to cancel their trip up to two weeks prior to the trip and receive an 85% refund.
As an added benefit,
we will refer our clients to a travel insurance provider in case such client is not able to travel or complete his or her travel,
and will make recommendations as to the level of coverage a particular client may want to purchase. We will not provide travel
insurance but will provide references and recommendations for level of coverage that may be appropriate for each trip or tour.
We do not currently
engage in any business activities that provide cash flow. See “Management’s Discussion and Analysis” on page
21 .
Employees
We presently have no
employees apart from our sole officer and director. Our sole officer and director devotes about 10 hours per week to the Company’s
affairs.
Item 1A. Risk Factors
Smaller reporting companies are not required
to provide the information required by this item.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our principal executive office is located
at 12926 Morehead, Chapel Hill, North Carolina 27517, and our telephone number is (919) 969-2982. There is no lease on the
premises the Company is occupying and the Company is not responsible for paying rent. As we are not generating sufficient revenue
at this time to justify a separate corporate office, the principal executive office is also the personal residence of our president
and sole director, John Fahlberg. Once our business grows and generates revenue, we will look for more office space in a separate
corporate office.
Item 3. Legal Proceedings
From time to time, we may become involved in various lawsuits
and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties,
and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware
of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition
or operating results.
Item 4. Mine Safety Disclosure
Not applicable.
PART II
Item 5. Market for Registrant’s
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is quoted on the Over-the-Counter
Bulletin Board under the symbol "TRVS." However, there is no market for our common stock.
Holders
As of September 17, 2014, there were
32 stockholders of record of the Company’s common stock.
Common Stock
Our Certificate of Incorporation authorizes the issuance of
up to 250,000,000 shares of common stock, par value $0.0001 per share. As of September 17, 2014, there were5,950,000 shares of
common stock issued and outstanding.
Preferred Stock
Our Certificate of Incorporation authorizes the issuance of
up to 10,000,000 shares of preferred stock, par value $0.0001 per share. As of September 17, 2014, there were 0 shares of preferred
stock issued and outstanding.
There are no outstanding options or warrants to purchase, or
securities convertible into, our common shares.
Dividends
We have not declared any dividends since incorporation and do
not anticipate that we will do so in the foreseeable future. Although there are no restrictions that limit the ability to pay dividends
on our common shares, our intention is to retain future earnings for use in our operations and the expansion of our business. 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
We did not sell any equity securities which
were not registered under the Securities Act during the year ended July 31, 2014 that were not otherwise disclosed on our quarterly
reports on Form 10-Q or our current reports on Form 8-K filed during the year ended July 31, 2014.
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 Operations.
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 July 31, 2014. 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.”
Plan of Operations
We have commenced limited operations and our proposed business
plan is not yet fully operational. We are finalizing our business plan and working to obtain our first client but have not yet
engaged any clients.
TravelSafe, Inc. is in the business of
arranging medical, mobility, companion and associated services for senior citizens with medical and/or physical conditions that
require or may require specialized accommodation. While we do not directly provide medical, mobility, companion and associated
services to our clients, we arrange for the services necessary to make travel safe and worry-free for seniors with medical concerns
or physical limitations. The Company was founded by John Fahlberg, a seasoned businessman who recognized a significant need for
medical/mobility support services for senior travelers residing in the Research Triangle Area. We plan to arrange on-site services
providers to offer daily medical supervision, on-call emergency care, trained travel companions, medication management and mobility
equipment to its clients as requested or required.
We plan to market to senior citizens
in the Raleigh/Durham/Chapel Hill (RDCH), NC area that have medical or physical conditions that may require specialized
travel accommodations. By November 2014, we plan to contact the medical personnel and transportation providers listed in the
“Service Provider Arrangements” section of this document to establish arrangements for desired medical mobility,
companion and associated travel services for our clients. We have already made contact with Interim Health Care, All Medical
Personnel and Metropolitan Shuttle.
We plan to establish arrangements
with hotels in selected markets that have the facilities and personnel to assist our senior citizen travels that have medical
or physical disabilities by November 2014. Estimated travel costs are expected to be $2,000 to $3,000 per trip for airfare,
hotels and associated costs.
We have developed an informational website
that describes the travel services that TravelSafe can arrange. The website will provide the ability to contact TravelSafe, Inc.
for more information. The website, travelsafeco.com is functioning and operational at this time. The cost for development of the
website was $500.
By October 2014, we plan to contact
travel agencies in the RDCH area to establish relationships whereby they can provide travel agency services for our clients.
By November 2014, we plan to contact travel insurance providers to see if they may be interested in providing travel
insurance to our clients. We have already contacted Allianz Travel Insurance about providing insurance.
We have contacted three senior citizen
communities in the RDCH area to discuss the best means of informing residents of our travel services. In the next five to six months,
we will reach out to more senior citizen retirement communities in the RDCH area to ascertain their interest in our services and
present our company to them if so desired. We have also contacted three country clubs in the RDCH region that have a significant
senior population to assess whether those clubs would promote our services to their members. In the next six to seven months, we
plan to continue to reach out to country clubs in the region to assess whether those clubs would promote our services to their
members.
We have contacted several senior citizen
organizations in the area to assess their interest in our services and willingness to help market our travel services to disabled
seniors. In the next seven to eight months, we will continue these efforts to reach out to senior citizen organizations in the
RDCH region.
We have and will continue to work and consult
with AARP Media and AARP Travelcenter over the next six months about developing a marketing strategy that targets senior citizens
with medical/disability travel needs. We have made contact with several magazines that target senior citizens to explore advertising
opportunities and costs. We plan to continue to explore these types of potential marketing opportunities over the next six to seven
months.
By November 2014, we plan to conduct our
first “trip” with two to four senior citizens to Orlando, Florida. Our clients will stay at the Wyndam Grand Orlando,
which is an ADA compliant hotel that can provide ADA rooms and services for disabled travelers. We estimate that this trip will
cost $1,000 to $3,000 and generate revenue between $650 to $1,450.
To date, our development efforts have been focused primarily
on the development and marketing of our business model. In addition, to date we have limited operating history for investors to
evaluate the potential of our business development. As such, we have not built our customer base or our brand name. In addition,
our sources of cash are not adequate for the next 12 months of operations. If we are unable to raise additional cash, we will either
have to suspend or cease our expansion plans entirely.
Comparison of Year Ended July 31, 2014
and July 31, 2013
We have conducted minimal operations during
the year ended July 31, 2014, and we have not generated revenues during this period. We had net losses of $84,071 for the
year ended July 31, 2014. For the period March 7, 2013 (inception) to July31, 2013 we incurred losses of $11,608.
During the year ended July 31, 2014,
we experienced professional fees of $64,712 and total expenses of $84,071. These expenses consist of professional fees,
computer and internet expenses and other miscellaneous items. In addition the Company incurred compensation expense of
$18,000. For the period March 7, 2013 (Inception) to July 31, 2013 we experienced professional fees of $3,789, general and
administrative expenses of $319, compensation expense of $7,500 and total expenses of $11,608. We expect our operating
expenses to continue to increase as we continue to develop our travel services.
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.
Going Concern
Our financial statements have been prepared
on a going concern basis. As of July 31, 2014, we have not generated any revenues since inception. We expect to finance our
operations primarily through our existing cash, our operations and any future financing. However, there exists substantial
doubt about our ability to continue as a going concern because we will be required to obtain additional capital in the future to
continue our operations and there is no assurance that we will be able to obtain such capital, through equity or debt financing,
or any combination thereof, or on satisfactory terms or at all. Additionally, no assurance can be given that any such financing,
if obtained, will be adequate to meet our capital needs. If adequate capital cannot be obtained on a timely basis and on satisfactory
terms, our operations would be materially negatively impacted. Therefore, there is substantial doubt as to our ability to continue
as a going concern. Our ability to complete additional offerings is dependent on the state of the debt and/or equity markets at
the time of any proposed offering, and such market’s reception of the Company and the offering terms. There is no assurance
that capital in any form would be available to us, and if available, on terms and conditions that are acceptable.
Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
sales or expenses, results of operations, liquidity or capital expenditures, or capital resources that are material to an investment
in our securities.
Critical Accounting Policies and Estimates
While our significant accounting policies are more fully described
in Note 1 to our audited financial statements for the periods ended July 31, 2014 and July 31, 2013 we believe that the following
accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.
Our financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America. The preparation of these financial statements requires
us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to income taxes
and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that
we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions
could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ
from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our
more significant judgments and estimates used in the preparation of the financial statements.
Cash and Cash Equivalents
For purposes of reporting within the statement of cash flows,
the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid
debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
Revenue Recognition
The Company is in the development stage and has yet to realize
revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion
of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers,
the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable
is probable.
Income Taxes
Deferred tax assets and liabilities are determined based on
the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that
will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary
to reduce deferred tax assets to the amounts expected to be realized.
The Company accounts for income taxes under the provisions of
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “Accounting
for Income Taxes. It prescribes a recognition threshold and measurement attributes for the financial statement recognition
and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied
a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of
those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities.
The Company is subject to taxation in the United States. All of the Company’s tax years since inception
remain subject to examination by Federal and state jurisdictions.
The Company classifies penalties and interest related to unrecognized
tax benefits as income tax expense in the Statements of Operations.
Estimates
The financial statements are prepared on the basis of accounting
principles generally accepted in the United States. 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 the disclosure of contingent assets and liabilities as of the date of the financial statements, and revenues and expenses for
the period from March 7, 2013 (inception) through July 31, 2014. Actual results could differ from those estimates made by
management.
Recent Accounting Pronouncements
Accounting standards that have been issued or proposed by FASB
that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk.
Not applicable because we are a smaller
reporting company.
Item 8. Financial Statements and Supplementary
Data
Travelsafe, Inc.
For the Year Ended July 31, 2014
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Directors of:
TravelSafe, Inc.
We have audited the accompanying balance
sheets of TravelSafe, Inc. (the “Company”) as of July 31, 2014 and 2013, and the related statements of operations,
changes in stockholders’ equity and cash flows for the year ended July 31, 2014 and the period from March 7, 2013 (Inception)
to July 31, 2013. 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 audit 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. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides 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 TravelSafe, Inc. as of July 31, 2014 and 2013,
and the results of its operations and its cash flows for the year ended July 31, 2014 and the period from March 7, 2013 (Inception)
to July 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial
statements, the Company has used cash in operations of $70,389 and has a net loss of $84,071. This raises substantial doubt
about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in
Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Liggett, Vogt & Webb,
P.A.
LIGGETT, VOGT & WEBB, P.A.
Certified Public Accountants
Boynton Beach, Florida
September 17, 2014
TRAVELSAFE, INC.
BALANCE SHEETS
| | |
July 31, 2014 | | |
July 31, 2013 | |
| | |
| | |
| |
| ASSETS | |
| | | |
| | |
| | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash | |
$ | 16,224 | | |
$ | 86,475 | |
| Prepaid expenses | |
| 4,768 | | |
| - | |
| Total assets | |
$ | 20,992 | | |
$ | 86,475 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | |
| | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 450 | | |
$ | - | |
| Loan payable from related party | |
| 4,346 | | |
| 4,208 | |
| Total liabilities | |
| 4,796 | | |
| 4,208 | |
| | |
| | | |
| | |
| Commitments and Contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders' equity | |
| | | |
| | |
| Preferred stock, $0.00001 par value; 10,000,000 shares authorized, none issued and outstanding | |
| - | | |
| - | |
| Common stock, $0.00001 par value; 250,000,000 shares authorized, 5,950,000 and 5,950,000 shares issued and outstanding, respectively | |
| 60 | | |
| 60 | |
| Additional paid-in capital | |
| 111,815 | | |
| 93,815 | |
| Accumulated deficit | |
| (95,679 | ) | |
| (11,608 | ) |
| Total stockholders' equity | |
| 16,196 | | |
| 82,267 | |
| | |
| | | |
| | |
| Total liabilities and stockholders' equity | |
$ | 20,992 | | |
$ | 86,475 | |
See the accompanying notes to the financial
statements
TRAVELSAFE, INC.
STATEMENTS OF OPERATIONS
| | |
| | |
For the Period from | |
| | |
For the Year Ended | | |
March 7, 2013 (Inception) | |
| | |
July 31, 2014 | | |
to July 31, 2013 | |
| | |
| | |
| |
| Operating expenses | |
| | | |
| | |
| Professional fees | |
$ | 64,712 | | |
$ | 3,789 | |
| Compensation | |
| 18,000 | | |
| 7,500 | |
| General and administrative | |
| 1,359 | | |
| 319 | |
| Total operating expenses | |
| 84,071 | | |
| 11,608 | |
| | |
| | | |
| | |
| LOSS FROM OPERATIONS BEFORE INCOME TAXES | |
| (84,071 | ) | |
| (11,608 | ) |
| | |
| | | |
| | |
| Provision for Income Taxes | |
| - | | |
| - | |
| | |
| | | |
| | |
| NET LOSS | |
$ | (84,071 | ) | |
$ | (11,608 | ) |
| | |
| | | |
| | |
| Net Loss Per Share - Basic and Diluted | |
$ | (0.01 | ) | |
$ | (0.00 | ) |
| | |
| | | |
| | |
| Weighted average number of shares outstanding during the period - Basic and Diluted | |
| 5,950,000 | | |
| 5,306,233 | |
See the accompanying notes to the financial
statements
TRAVELSAFE, INC
STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY
FOR THE PERIOD FROM MARCH 7, 2013
(INCEPTION) TO JULY 31, 2014
| | |
| | |
| | |
Additional | | |
| | |
Total | |
| | |
Preferred
stock | | |
Common
stock | | |
paid-in | | |
Accumulated | | |
Stockholders' | |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
capital | | |
deficit | | |
Equity | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance, March 7, 2013 (Inception) | |
| - | | |
$ | - | | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Founder common stock issued
for cash ($.00001/share) | |
| - | | |
| - | | |
| 5,000,000 | | |
| 50 | | |
| - | | |
| - | | |
| 50 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Common stock issued for cash ($.10/share), net of fees of $8,675 | |
| - | | |
| - | | |
| 950,000 | | |
| 10 | | |
| 86,315 | | |
| - | | |
| 86,325 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| In kind contribution of services | |
| - | | |
| - | | |
| - | | |
| - | | |
| 7,500 | | |
| - | | |
| 7,500 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss for the period from March 7, 2013 (Inception) to July 31,
2013 | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (11,608 | ) | |
| (11,608 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance, July 31, 2013 | |
| - | | |
| - | | |
| 5,950,000 | | |
| 60 | | |
| 93,815 | | |
| (11,608 | ) | |
| 82,267 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| In kind contribution of services | |
| - | | |
| - | | |
| - | | |
| - | | |
| 18,000 | | |
| - | | |
| 18,000 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss for the year ended July 31, 2014 | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (84,071 | ) | |
| (84,071 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance, July 31, 2014 | |
| - | | |
$ | - | | |
| 5,950,000 | | |
$ | 60 | | |
$ | 111,815 | | |
$ | (95,679 | ) | |
$ | 16,196 | |
See the accompanying notes to the financial
statements
TRAVELSAFE, INC
STATEMENT OF CASH FLOWS
| | |
For the Year Ended | | |
For the Period from March 7, 2013 | |
| | |
July 31, 2014 | | |
(Inception) to July 31, 2013 | |
| Cash Flows From Operating Activities: | |
| | | |
| | |
| Net Loss | |
$ | (84,071 | ) | |
$ | (11,608 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| In kind contribution of services | |
| 18,000 | | |
| 7,500 | |
| Amortization expense | |
| 7,732 | | |
| - | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Increase in accounts payable | |
| 450 | | |
| - | |
| Increase in prepaid expenses | |
| (12,500 | ) | |
| - | |
| Net Cash Used In Operating Activities | |
| (70,389 | ) | |
| (4,108 | ) |
| | |
| | | |
| | |
| Cash Flows Used in Investing Activities: | |
| - | | |
| - | |
| | |
| | | |
| | |
| Cash Flows From Financing Activities: | |
| | | |
| | |
| Loans from related party | |
| 138 | | |
| 4,208 | |
| Proceeds from sale of common stock, net | |
| - | | |
| 86,375 | |
| Net Cash Provided by Financing Activities | |
| 138 | | |
| 90,583 | |
| | |
| | | |
| | |
| Net Increases / (Decrease) in Cash | |
| (70,251 | ) | |
| 86,475 | |
| | |
| | | |
| | |
| Cash at Beginning of Period | |
| 86,475 | | |
| - | |
| | |
| | | |
| | |
| Cash at End of Period | |
$ | 16,224 | | |
$ | 86,475 | |
| | |
| | | |
| | |
| Supplemental disclosure of cash flow information: | |
| | | |
| | |
| | |
| | | |
| | |
| Cash paid for interest | |
$ | - | | |
$ | - | |
| Cash paid for taxes | |
$ | - | | |
$ | - | |
See the accompanying notes to the financial
statements
TRAVELSAFE, INC
NOTES TO AUDITED FINANCIAL STATEMENTS
AS OF JULY 31, 2014
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND
ORGANIZATION
(A) Organization
TravelSafe, Inc. (the "Company")
was incorporated under the laws of the State of Nevada on March 7, 2013. The Company plans to arrange medical, mobility, companion
and associated travel services for senior citizens with medical and/or physical conditions that require or may require specialized
accommodations. The Company’s fiscal year end is July 31.
(B) Use of Estimates
In preparing financial statements in conformity
with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements
and revenues and expenses during the reported period. Actual results could differ from those estimates. The most significant estimates
include the valuation of deferred tax valuation allowance and valuation of contributed services.
(C) Cash and Cash Equivalents
The Company considers all highly liquid
temporary cash investments with an original maturity of three months or less to be cash equivalents. At July 31, 2014 and July
31, 2013, the Company has no cash equivalents.
(D) Loss Per Share
Basic and diluted net loss per common share
is computed based upon the weighted average common shares outstanding as defined by Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 260, “ Earnings Per Share. ” As of July 31, 2014
and July 31, 2013, there were no common share equivalents outstanding.
(E) Income Taxes
The Company accounts for income taxes under
FASB ASC Topic 740 (ASC 740). Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or settled. Under ASC Topic 740, the effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
As of July 31, 2014, the Company has a
net operating loss carryforward of approximately $70,179 available to offset future taxable income through 2034. The increase in
the valuation allowance at July 31, 2014 was $66,071 to $70,179.
| | |
July 31, 2014 | |
| Expected income tax recovery (expense) at the statutory rate of 34% | |
$ | (32,330 | ) |
| Tax effect of expenses that are not deductible for income tax purposes (net of other amounts deductible for tax purposes) | |
| 6,922 | |
| Change in valuation allowance | |
| 25,408 | |
| Provision for income taxes | |
$ | - | |
The components of deferred income taxes are as follows:
| | |
July 31, 2014 | |
| Deferred income tax asset: | |
| | |
| Net operating loss carryforwards | |
$ | (26,987 | ) |
| Valuation allowance | |
| 26,987 | |
| Deferred income taxes | |
$ | - | |
The Company’s Federal Income Tax
Returns for the year ended July 31, 2014 remain subject to examination by the Internal Revenue Service through 2019.
(F) Business Segments
The Company operates in one segment and
therefore segment information is not presented.
(G) Revenue Recognition
The Company will recognize revenue on arrangements
in accordance with FASB ASC Topic 605, “Revenue Recognition ”. In all cases, revenue is recognized only when
the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability
of the resulting receivable is reasonably assured.
(H) Fair Value of Financial Instruments
and Fair Value Measurements
The carrying amounts reported in the Company’s financial
instruments for the Loans payable - related party are the approximate fair value based on the short-term maturity for these instruments.
The Company measures its financial and
non-financial assets and liabilities, as well as makes related disclosers in accordance with ASC Topic 820, Fair Value
Measurements and Disclosures (“ASC Topic 820”). For certain of our financial instruments, including cash
and accounts payable, the carrying amounts approximate fair value due to their short maturities.
ASC Topic 820 provides guidance with respect
to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the
market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the
cost approach (cost to replace the service capacity of an asset or replacement cost). ASC Topic 820 utilizes a fair value hierarchy
that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief
description of those three levels:
Level 1: Observable inputs such as quoted prices
(unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are
observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and
quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs
in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those
that a market participant would use.
(I) Recent Accounting Pronouncements
In June 2014, the FASB issued ASU 2014-10,
"Development Stage Entities". The amendments in this update remove the definition of a development stage entity from
the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other
reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1)
present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial
statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the
entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior
years it had been in the development stage. The amendments in this update are applied retrospectively. The Company elected early
adoption of ASU 2014-10. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from
the Company.
There are no recent accounting pronouncements that are expected
to have a material effect on the Company’s financial statements.
NOTE 2 LOAN PAYABLE - RELATED PARTY
As of July 31, 2014 and July 31, 2013, the Company’s president
has paid a total of $4,346 and $4,208, respectively on behalf of the Company for expenses. The amount is payable upon demand, non-interest
bearing and unsecured.
NOTE 3 STOCKHOLDERS’ EQUITY
(A) Preferred Stock
The Company authorized 10,000,000 shares
of blank check preferred stock with a par value of $.00001 per share with rights and preferences to be determined by the board
of directors.
(B) Common Stock Issued for Cash
On March 7, 2013, the Company sold 5,000,000
shares of founder stock for cash of $50.
Between May 16, 2013 and July 31, 2013
the Company sold 950,000 shares of common stock to 30 investors for cash of $95,000 less expenses of $8,675.
(C) In-Kind Contribution of Services
During the year ended July 31, 2013, the
Officer of the Company contributed services having a fair value of $7,500.
During the year ended July 31, 2014, the
Officer of the Company contributed services having a fair value of $18,000. For the period March 7, 2013 (Inception) to July 31,
2014 the Officer of the Company contributed services having a fair value of $25,500.
NOTE 4 GOING CONCERN
As reflected in the accompanying audited
financial statements, the Company has used cash in operations of $70,389 and has a net loss of $84,071 for the year ended July
31, 2014. 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.
Management believes that actions presently
being taken to implement its strategic plans provide the opportunity for the Company to continue as a going concern.
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
There have been no disagreements with our auditor regarding
accounting and financial disclosure
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 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 July 31, 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 management has determined
that as of July 31, 2014, the Company’s internal control over financial reporting was effective for the purposes for which
it is intended.
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 as we are a smaller reporting
company and not required to provide the 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 July 31, 2014
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
PART III
Item 10. Directors,
Executive Officers and Corporate Governance.
The following table sets forth the names and ages of officers
and directors as of July 31, 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 a successor is elected and qualified.
| Name |
|
Age |
|
Position |
| John Fahlberg |
|
68 |
|
President and Sole Director |
Set forth below is a brief description of the background and
business experience of our executive officer and director for the past five years.
John Fahlberg, President and Sole Director
Mr. Fahlberg has a
long history of serving in leadership positions in companies of all types. Most recently, Mr. Fahlberg served as an officer and
director at both The Golf Alliance Corporation from the time the company was formed in July 2007 until it was sold in February
2010. He served as an officer and director of New Age Translations from the time it was organized in January 2005 until it was
sold in November 2006. Both New Age Translations and The Golf Alliance were development stage companies and were both acquired
through reverse mergers.
From January 1990 until
October 1994, Mr. Fahlberg served as Chief Financial Officer at Insignia Systems, Inc. Previously, he served for three years as
Chief Financial Officer at Zycad Corporation from February 1983 until May 1989. At both Zycad and Insignia, Mr. Fahlberg was a
major force in leading these companies to complete their initial public offerings. From March 1974 until April 1978, he worked
in the corporate finance department of Target Corporation. From July 1970 until February 1974, Mr. Fahlberg worked in the corporate
finance department of Exxon Mobile Corporation. He earend a master of business administration from the University of Minnesota.
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; |
| ● |
been the subject of, or a party to, any
federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated
(not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or
state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies
including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or
temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire
fraud or fraud in connection with any business entity; or
|
| ● |
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
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.
SUMMARY COMPENSATION TABLE
Name
and
Principal
Position |
|
Year |
|
Salary
($) |
|
|
Bonus
($) |
|
|
Stock
Awards
($) |
|
|
Option
Awards
($) |
|
|
Non-
Equity
Incentive Plan
Compensation
($) |
|
|
Non-
Qualified
Deferred
Compensation
Earnings ($) |
|
|
All
Other
Compensation
($) |
|
|
Totals
($) |
|
| John Fahlberg, President and Sole Director |
|
2014 |
|
$ |
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
$ |
0 |
|
| |
|
2013 |
|
$ |
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
$ |
0 |
|
Director Compensation
We have provided no compensation to our
directors for their services provided as directors.
Employment Agreements
We currently do not have an employment
agreement with Mr. Fahlberg.
Neither our current nor our former officers
and directors have received any compensation for services rendered to us, have received compensation from us in the past, and are
not accruing any compensation pursuant to any agreement with us. However, our officers and directors anticipate receiving
benefits as a beneficial stockholder of us and, possibly, in other ways.
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 July 31, 2014.
It is possible that, after the Company
successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain one or
a number of members of our management for the purposes of providing services to the surviving entity. However, the Company has
adopted a policy whereby the offer of any post-transaction employment to members of management will not be a consideration in our
decision whether to undertake any proposed transaction. There are no understandings or agreements regarding compensation
our management will receive after a business combination or otherwise.
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 September 17, 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 |
|
Number of Shares
Beneficially Owned |
|
|
Percent of Class (1) |
|
John Fahlberg
12926 Morehead
Chapel Hill, NC 27517 |
|
|
5,000,000 |
|
|
|
84.03 |
% |
| |
|
|
|
|
|
|
|
|
| All Executive Officers and Directors as a group (1 person) |
|
|
5,000,000 |
|
|
|
84.03 |
% |
| |
(1) |
Based on 5,950,000 shares of common stock outstanding as of September 17, 2014. |
Item 13. Certain
Relationships and Related Transactions, and Director Independence.
Transactions with Related Persons
Since inception to July 31, 2014, the Company
received loans from its CEO, John Fahlberg in the amount of $4,346. The loans were provided for working capital purposes, and is
unsecured, non-interest bearing, and has no specific terms of prepayment. The balance of these loans at July 31, 2014 was $4,346
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. |
John Fahlberg 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
July 31, 2014 and 2013, we were billed approximately $7,000 and $6,500, respectively for professional services rendered for the
audit and reviews of our financial statements.
Audit Related Fees
The Company incurred fees of $2,000 and
$13,878 for S-1 filings for the fiscal years ended July 31, 2014 and 2013.
Tax Fees
For the Company’s fiscal years ended
July 31, 2014 and 2013, we were billed $450 and $0, respectively, 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 July 31, 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.
The full Board of Directors pre-approves
all audit and non-audit services to be performed by the independent registered public accounting firm in accordance with the rules
and regulations promulgated under the Securities Exchange Act of 1934, as amended. The Board of Directors pre-approved
100% of the audit and audit-related services performed by the independent registered public accounting firm in the past fiscal
year. The percentage of hours expended on the principal accountant’s engagement to audit the Company’s financial
statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s
full-time, permanent employees was 0%.
PART IV
Item 15. Exhibits,
Financial Statement Schedules.
(a) The following documents are filed as part of this report:
Financial Statements: See “Index to
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.
|
Exhibit
Number |
|
|
Description |
| 3.1 |
|
|
Certificate of Incorporation** |
| 3.2 |
|
|
Bylaws** |
| 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 Rule 13a-14(b) of the Exchange Act and 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.
* Furnished herewith. XBRL (Extensible
Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes
of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
** Incorporated by reference to Exhibit
3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 9, 2014
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.
Date: September 17, 2014
| Travelsafe, Inc. |
|
| |
|
| /s/ John Fahlberg |
|
| Name: John Fahlberg |
|
| Chief Executive Officer |
|
|
(Duly Authorized Officer, Principal
Executive Officer and Principal
Financial 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, John Fahlberg, certify that:
1. I
have reviewed this annual report on Form 10-K of Travelsafe, Inc.;
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 quarterly report;
3. Based
on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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 controls over financial reporting (as defined
in Exchange Act Rules 13a-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, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly 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 principles; |
| |
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; |
| |
d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
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 function):
| |
a) |
all significant deficiencies and material weaknesses in the design or operation of internal controls 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 controls over financial reporting. |
| Date: September 17, 2014 |
By: |
/s/ John Fahlberg |
|
| |
|
John Fahlberg
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
In connection with the Annual Report of
Travelsafe, Inc., (the “Company”) on Form 10-K for the period ended July 31, 2014 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), John Fahlberg, Chief Executive Officer and Chief Financial Officer
of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:
| |
(1) |
The Report 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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: September 17, 2014 |
By: |
/s/ John Fahlberg |
|
| |
|
John Fahlberg
President, Chief Executive Officer,
and Chief Financial Officer
(Principal Executive Officer and Principal Financial and Accounting
Officer) |
|
A signed original of this written statement
required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed
form within the electronic version of this written statement has been provided to the Company and will be retained by the Company
and furnished to the Securities and Exchange Commission or its staff upon request.
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