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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended October 31, 2013
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________
 
Commission File No. 000-50493
 
SAFEBRAIN SYSTEMS, INC.
(Exact name of small business issuer as specified in its charter)
 
Delaware   98-0412431
(State or other jurisdiction of Incorporation or organization)   (I.R.S. Employer Identification No.)
 
100-224 11th Avenue S.W.
Calgary, Alberta, Canada
(Address of Principal Executive Offices)
 
(403) 801-1506
(Issuer’s telephone number)
 
___________________________________________________
 (Former name, address and fiscal year, if changed since last report)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act o Yes x No
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act o Yes x No
 
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. x Yes o No
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
 
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 Rule12b-2 of the Exchange Act.
 
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
(Do not check if a smaller reporting company)      
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes x No
 
State the aggregate market value of the 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 the last business day of the registrant’s most recently completed second fiscal quarter. $0.00
 
As of February 13, 2014, there were 65,597,988 shares of the registrant’s $.001 par value common stock issued and outstanding.
 


 
 

 
TABLE OF CONTENTS
 
PART I
         
Item 1.
Business
    3  
Item 1A.
Risk Factors
    5  
Item 1B.
Unresolved Staff Comments
    5  
Item 2.
Properties
    6  
Item 3.
Legal Proceedings
    6  
Item 4.
Mine Safety Disclosures
    6  
           
PART II
           
Item 5.
Market For Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    7  
Item 6.
Selected Financial Data
    8  
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    8  
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
    13  
Item 8.
Financial Statements and Supplementary Data
    14  
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    31  
Item 9A.
Control and Procedures
    31  
Item 9B.
Other Information
    32  
           
PART III
           
Item 10.
Directors, Executive Officers, and Corporate Governance
    33  
Item 11.
Executive Compensation
    34  
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    34  
Item 13.
Certain Relationships and Related Transactions and Director Independence
    35  
Item 14.
Principal Accountant Fees and Services
    36  
           
PART IV
           
Item 15.
Exhibits, Financial Statement Schedules
    37  
 
 
2

 

NOTE REGARDING FORWARD LOOKING STATEMENTS
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
 
Certain statements contained in this report constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, regulatory and economic factors, seasonality, competition, litigation, the nature of supplier or customer arrangements that become available to the Company in the future, adverse weather conditions, possible technological obsolescence of existing products and services, possible reduction in the carrying value of long-lived assets, estimates of the useful life of its assets, potential environmental liability, customer concentration, the ability to obtain financing, and other risks detailed in this report and in the Company's other periodic reports filed with the Securities and Exchange Commission ("SEC"). The words "believe", "expect", "anticipate", "may", "plan", "should" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.
 
Use of Term
 
Except as otherwise indicated by the context, references in this report to “Company”, “NIA”, “we”, “us” and “our” are references to Safebrain Systems, Inc. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.
 
Available Information
 
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.W., Washington, DC 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.
 
ITEM 1. Description of Business.
 
General
Safebrain Systems, Inc. (formerly Alveron Energy Corp. and Modena I, Inc.) is a development stage company which was incorporated under the laws of the State of Delaware on November 18, 2003. From inception to February 2010, the Company was relatively inactive.
 
In March 2012, Michael Scott purchased 39,900,000 shares of our common stock from Sang-Ho Kim who, at that time, was our Chief Executive Officer.
 
In March 2012, Sang-Ho Kim and Surendran Shanmugan appointed Michael Scott as one of our directors. Following the appointment of Mr. Scott, Mr. Kim resigned as our officer. Following his resignation, Mr. Scott became our Chief Executive Officer and our Principal Financial and Accounting Officer.
 
In March 2012, Mr. Scott transferred 18,900,000 shares he purchased from Mr. Kim to various shareholders in SafeBrain Systems, Inc. and to other third parties.
 
Mr. Kim and Mr. Shanmugan resigned as directors on April 15, 2012.
 
On July 11, 2012 we changed our name to Safebrain Systems, Inc.
 
 
3

 
 
On May 14, 2012, we acquired 100% of the SafeBrain System (“SafeBrain”) from Rod Newlove for $900,000. As of February 13, 2014 the Company had paid $600,000 toward the purchase price,, with the remaining $300,000 recorded as technology acquisition a payable. The assets acquired composed of $125,000 of equipment, and $775,000 of intangible assets.
 
SafeBrain works in two ways:
 
•           The Cranium Impact Analyzer Sensor (the “C.I.A.”) is mounted on the helmet of an athlete; and
•           The SafeBrain software allows in-depth analysis of any impact event and can be customized for the notification and data logging settings for each athlete.
 
The C.I.A. sensor was designed to ensure compatibility with a wide range of athletic helmets. The sensor is approximately the size of a quarter and weighs less than 8 grams. Even at this small size, the C.I.A. patented sensor contains a 3-axis accelerometer, based on a 16-bit microprocessor. The C.I.A. sensor contains a data-logger and real-time clock to provide time-stamped force-readings when used with the SafeBrain software.
 
Placed on the helmet, the small CIA sensor accurately measures G-force on all 3 –axis. An LED indicator light flashes to alert the monitor, coaching staff or an individual when an impact has occurred that has the potential to cause a concussion which requires proper assessment and perhaps medical attention.
 
On May 15, 2012, we entered into a consulting agreement with a company controlled by Mr. Newlove. The agreement provides that we will pay Mr. Newlove $10,000 per month for supervising the manufacturing of, and developing improvements for, the SafeBrain System. In addition, during each twelve-month period during the term of this agreement, we will provide supplies and materials to Mr. Newlove, at a cost not to exceed $5,000 during the twelve-month period, to be used by the Consultant in performing the consulting services. Based on a mutual agreement the compensation on the consulting agreement has been suspended until further notice.
 
The consulting agreement will expire on June 30, 2017.
 
Marketing
 
We plan to market the SafeBrain System to non-professional athletes who participate in sports that require helmets such as hockey, football, biking, motor-cross, skiing and snowboarding.
 
There are over 1.5 million registered minor hockey players worldwide with over 71% of them being located in North America representing over 50,000 teams.
 
There are an estimated 1.1 million high school students playing American football and 35,000 college players currently in the USA. Studies published over the last 20 years indicate that 15-20% of high school football players or nearly 250,000 players suffer concussions each year in the United States. According to Safekids.org as of October 25, 2011, thirty-three states in the USA have enacted youth sports concussion related laws. Although the wording varies from state to state the focus is primarily on three main points;
 
•           Teams are to educate their players and parents about the nature of concussions and brain injury;
•           Coaches who suspect a player has sustained a concussion must remove the player from the game, competition and practice; and
•           A player removed from play due to a concussion must be evaluated by a health care provider and receive written clearance before participating in sports again.
 
With the demand for extreme sports related competitions growing, sports such as biking, skiing, snow-boarding, motor cross and the like are also garnering significant media exposure for head trauma related injuries most noticeably concussions.
 
Management believes SafeBrain is currently the only product that has state of the art advancement technology with 360 degree impact gauging and monitoring in addition to indicator warning lights that flash the moment of impact.
 
SafeBrain will be marketed to all amateur football and hockey teams starting at the novice level through major junior and professional levels. In addition SafeBrain will also be marketed to individuals and teams in other sports such as skateboarding, skiing, biking, bmx freestyle, motor cross, sport racing and lacrosse. The primary focus for the first eighteen to twenty-four months will be the North American football and hockey markets although there will be no limitations placed on sales in other markets.
 
 
4

 
 
Although SafeBrain will benefit from the ongoing media print and television exposure to sports related concussions, to help drive awareness for SafeBrain, the marketing approach will be multifaceted. We will hire a dedicated sales team to assist in generating interest from teams and individuals throughout Canada and the United States. The sales team will be responsible for to following up with teams currently pilot testing the product, setting up media events and interviews, directing targeted traffic to our website, print and content publications as well as organizing booths and displays at all the large sports shows and youth development camps in North America.
 
We expect our revenues will be derived from three components.
 
Unit sales: Football/Cost $4,995.00
 
Each SafeBrain System will contain a Team Kit which consists of: 52 C.I.A. Sensors, Safe Brain Software, Netbook PC, Storage Case, Instruction Manual, two data transfer interface cables and 2 C.I.A. emergency replacement sensors.
 
Unit sales: Hockey/Cost $2,995.00
 
Each SafeBrain System will contain a Team Kit which consists of: 22 C.I.A. Sensors, Safe Brain Software, Netbook PC, Storage Case, Instruction Manual, two data transfer interface cables and 2 C.I.A. emergency replacement sensors.
 
Maintenance Agreement and Team Maintenance/Cost $499.00.
 
The annual maintenance agreements for teams or individuals will include complete battery replacement on all Units as needed, testing, verification and calibration certification on all CIA devices. Data storage is also included to record and store downloaded user data safely and effectively for the entire time any one specific user or team is using the device. A satisfaction guaranteed lifetime warranty also enables easy repair or replacement on any Units sold.
 
We will also sell individual Units at a cost of $199.00 and annual maintenance costs $49.99 per year.
 
Manufacturing
 
We do not own any manufacturing facilities. Accordingly, we will use unrelated third parties to manufacture our SafeBrain System. We do not have any written agreements with any person regarding the manufacture of the SafeBrain system or its components.
 
Employees, Officers and Directors
 
Employees
 
We had no employees other than our sole executive officer and directors who devote only part of his time to our business. We rely on consultants at the current time.
 
Item 1A. Risk Factors.
 
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
 
Item 1B. Unresolved Staff Comments.
 
Not Applicable
 
 
5

 
 
Item 2. Properties.
 
Our principal offices are located at 100, 224-11th Avenue S.W., Calgary, AB T2R 0C3. Our offices are provided to us free of charge. We believe that this space is adequate for our current and immediately foreseeable operating needs. We do not have any policies regarding investments in real estate, securities, or other forms of property.
 
We do not intend to renovate, improve, or develop properties. We are not subject to competitive conditions for property and currently have no property in insure. We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.
 
Item 3. Legal Proceedings.
 
None.
 
Item 4. Mine Safety Disclosures.
 
Not applicable.
 
 
6

 
 
PART II
 
Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 
Trading in our common stock market began in June 2012 under the symbol:
 
Our common stock is not quoted on any exchange but trades in the over-the-counter market. As of December 31, 2013 there was only a limited public trading market for our common stock. Shown below are the high and low prices of our common stock for the quarters indicated.
 
Three Months Ended
 
High
   
Low
 
July 31, 2012
  $ 0.34     $ 0.11  
October 31, 2012
  $ 0.21     $ 0.10  
January 31, 2013
  $ 0.14     $ 0.04  
April 30, 2013
  $ 0.19     $ 0.06  
July 31, 2013
  $ 0.21     $ 0.10  
October 31, 2013                
 
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
 
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
 
 
7

 
 
Holders
 
As of February 13, 2014 we had 65,597,988 outstanding shares of common stock.
 
As of February 13, 2014 there were 115 holders of record of our common stock. Holders of common stock do not have cumulative voting rights.
 
Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation.
 
Although there are no provisions in our charter or by-laws that may delay, defer or prevent a change in control, we are authorized, without shareholder approval, to issue shares of preferred stock that may contain rights or restrictions that could have this effect.
 
Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
 
The issued and outstanding shares of our Common Stock were issued in accordance with the exemptions from registration afforded by Section 4(2) of the Securities Act of 1933.
 
Dividends
 
Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.
 
Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.
 
Item 6. Selected Financial Data
 
Not applicable
 
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
 
Safe Harbor Statement under The Private Securities Litigation Reform Act of 1995
 
Certain statements contained in this section and elsewhere in this Form 10-K constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, regulatory and economic factors, seasonality, competition, litigation, the nature of supplier or customer arrangements that become available to the Company in the future, adverse weather conditions, possible technological obsolescence of existing products and services, possible reduction in the carrying value of long-lived assets, estimates of the useful life of its assets, potential environmental liability, customer concentration, the ability to obtain financing, and other risks detailed in this report and in the Company's other periodic reports filed with the Securities and Exchange Commission ("SEC"). The words "believe", "expect", "anticipate", "may", "plan", "should" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.
 
 
8

 
 
Critical Accounting Policies
 
The Company's discussion and analysis of its financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Several of the Company's accounting policies involve significant judgments, uncertainties and estimations. The Company bases its estimates on historical experience and on various other assumptions that are 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. Actual results may differ from these estimates under different assumptions or conditions. To the extent that actual results differ from management's judgments and estimates, there could be a material adverse effect on the Company. On a continuous basis, the Company evaluates its estimates, including, but not limited to, those estimates related to its allowance for doubtful accounts, inventory reserves, valuation allowance for the deferred tax assets relating to its net operating loss carry forwards ("NOL's") and commitments and contingencies. With respect to accounts receivable, the Company estimates the necessary allowance for doubtful accounts based on both historical and anticipated trends of payment history and the ability of the customer to fulfill its obligations. For inventory, the Company evaluates both current and anticipated sales prices of its products to determine if a write down of inventory to net realizable value is necessary. In determining the Company's valuation allowance for its deferred tax assets, the Company assesses its ability to generate taxable income in the future. The Company utilizes both internal and external sources to evaluate potential current and future liabilities for various commitments and contingencies. In the event that the assumptions or conditions change in the future, the estimates could differ from the original estimates.
 
The accounting policies of the company are in accordance with United States of America generally accepted accounting principles. Outlined below are those policies considered particularly significant:
 
Organization and Start Up Costs
 
Costs of start up activities, including organization costs are expensed as incurred.
 
Cash and Cash Equivalents
 
Cash and cash equivalents consist of commercial accounts and interest-bearing bank deposits and are carried at cost, which approximates current value. Items are considered to be cash equivalents if the original maturity is three months or less.
 
Income Taxes
 
Deferred tax assets and liabilities are recorded for differences between the financial statements and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period. As of October 31, 2013, a deferred tax asset (which arises solely as a result of net operating losses), has been entirely offset by a valuation reserve due to the uncertainty that this asset will be realized in the future.
 
 
9

 
 
Fair Value of Financial Instruments
 
The carrying value of the Company's accounts payable approximates fair value because of the short-term maturity of these instruments.
 
Earnings or Loss Per Share
 
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year.
 
There were no dilutive financial instruments for the years ended October 31, 2013 or 2012 as the company incurred operating losses.
 
Deferred Offering Costs
 
The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.
 
The Company does not expect that the adoption of any recently issued accounting pronouncements will have a material impact on its financial position, results of operations or cash flows.
 
Overview
 
We were incorporated in Delaware in November 2003. From November 2003 to February 2010 we were inactive.
 
In April 2010 we changed our name to Alveron Energy Corp.
 
Between February 2010 and July 2011 we were involved in a joint venture which was formed to determine the feasibility of building a 48MW wind energy plant in Shandong, China. In July 2011 we discontinued our involvement in the joint venture due to our inability to further fund the project. Total loss from discontinued operation from inception to October 31, 2012 was $589,900.
 
In March 2012, Michael Scott purchased 39,900,000 shares of our common stock from Sang-Ho Kim who, at that time, was our Chief Executive Officer.
 
In March 2012, Sang-Ho Kim and Surendran Shanmugan appointed Michael Scott as one of our directors. Following the appointment of Mr. Scott, Mr. Kim resigned as our officer. Following his resignation, Mr. Scott became our Chief Executive Officer and our Principal Financial and Accounting Officer.
 
In March 2012 Mr. Scott transferred 18,900,000 shares he purchased from Sang-Ho Kim to various shareholders in SafeBrain Systems, Inc. and to other third parties.
 
Mr. Kim and Mr. Shanmugan resigned as directors on April 15, 2012.
 
On July 11, 2012 we changed our name to Safebrain Systems, Inc.
 
 
10

 
 
Acquisition of the SafeBrain Technology
 
On May 25, 2012, the Company acquired the SafeBrain System (“SafeBrain”) from Rod Newlove for $900,000, of which $600,000 has been paid as of February 13, 2014.
 
SafeBrain works in two ways:
 
· The Cranium Impact Analyzer Sensor (the “C.I.A.”) is mounted on the helmet of an athlete; and
 
· The SafeBrain software allows in-depth analysis of any impact event and can be customized for the notification and data logging settings for each athlete.
 
The C.I.A. sensor was designed to ensure compatibility with a wide range of athletic helmets. The sensor is approximately the size of a quarter and weighs less than 8 grams. Even at this small size, the C.I.A. patented sensor contains a 3-axis accelerometer, based on a 16-bit microprocessor. The C.I.A. sensor contains a data-logger and real-time clock to provide time-stamped force-readings when used with the SafeBrain software.
 
Placed on the helmet, the small CIA sensor accurately measures G-force on all 3 –axis. An LED indicator light flashes to alert the monitor, coaching staff or an individual when an impact has occurred that has the potential to cause a concussion which requires proper assessment and perhaps medical attention.
 
On May 15, 2012, we entered into a consulting agreement with a company controlled by Mr. Newlove. The agreement provides that we will pay the consultant $10,000 per month for supervising the manufacturing of, and developing improvements for, the SafeBrain System. In addition, during each twelve-month period during the term of this agreement, we will provide supplies and materials to the Consultant, at a cost not to exceed $5,000 during the twelve-month period, to be used by the Consultant in performing the consulting services. Based on a mutual agreement the compensation on the consulting agreement has been suspended until further notice.
 
The consulting agreement will expire on June 30, 2017.
 
Marketing
 
We plan to market the SafeBrain System to non-professional athletes who participate in sports that require helmets such as hockey, football, biking, motor-cross, skiing and snowboarding.
 
There are over 1.5 million registered minor hockey players worldwide with over 71% of them being located in North America representing over 50,000 teams.
 
There are an estimated 1.1 million high school students playing American football and 35,000 college players currently in the USA. Studies published over the last 20 years indicate that 15-20% of high school football players or nearly 250,000 players suffer concussions each year in the United States. According to Safekids.org as of October 25, 2011, thirty-three states in the USA have enacted youth sports concussion related laws. Although the wording varies from state to state the focus is primarily on three main points;
 
· Teams are to educate their players and parents about the nature of concussions and brain injury;
· Coaches who suspect a player has sustained a concussion must remove the player from the game, competition and practice; and
· A player removed from play due to a concussion must be evaluated by a health care provider and receive written clearance before participating in sports again.
 
With the demand for extreme sports related competitions growing, sports such as biking, skiing, snow-boarding, motor cross and the like are also garnering significant media exposure for head trauma related injuries most noticeably concussions.
 
 
11

 
 
SafeBrain will be marketed to all amateur football and hockey teams starting at the novice level through major junior and professional levels. In addition SafeBrain will also be marketed to individuals and teams in other sports such as skateboarding, skiing, biking, bmx freestyle, motor cross, sport racing and lacrosse. The primary focus for the first eighteen to twenty-four months will be the North American football and hockey markets although there will be no limitations placed on sales in other markets.
 
Although SafeBrain will benefit from the ongoing media print and television exposure to sports related concussions, to help drive awareness for SafeBrain, the marketing approach will be multifaceted. We will hire a dedicated sales team to assist in generating interest from teams and individuals throughout Canada and the United States. The sales team will be responsible for to following up with teams currently pilot testing the product, setting up media events and interviews, directing targeted traffic to our website, print and content publications as well as organizing booths and displays at all the large sports shows and youth development camps in North America.
 
We expect our revenues will be derived from three components.
 
Unit sales: Football/Cost $4,995.00
 
Each SafeBrain System will contain a Team Kit which consists of: 52 C.I.A. Sensors, Safe Brain Software, Netbook PC, Storage Case, Instruction Manual, two data transfer interface cables and 2 C.I.A. emergency replacement sensors.
 
Unit sales: Hockey/Cost $2,995.00
 
Each SafeBrain System will contain a Team Kit which consists of: 22 C.I.A. Sensors, Safe Brain Software, Netbook PC, Storage Case, Instruction Manual, two data transfer interface cables and 2 C.I.A. emergency replacement sensors.
 
Maintenance Agreement and Team Maintenance/Cost $499.00.
 
The annual maintenance agreements for teams or individuals will include complete battery replacement on all Units as needed, testing, verification and calibration certification on all C.I.A. devices. Data storage is also included to record and store downloaded user data safely and effectively for the entire time any one specific user or team is using the device. A satisfaction guaranteed lifetime warranty also enables easy repair or replacement on any Units sold.
 
We will also sell individual Units at a cost of $199.00 and annual maintenance costs $49.99 per year.
 
Manufacturing
 
We do not own any manufacturing facilities. Accordingly, we will use unrelated third parties to manufacture our SafeBrain System. We do not have any written agreements with any person regarding the manufacture of the SafeBrain system or its components.
 
Results of Operation
 
We have earned no revenues from operations from the time of our incorporation on November 18, 2003 to October 31, 2013.
 
We incurred operating expenses in the amount of $709,399 as of October 31, 2013 compared to $933,316 as of October 31, 2012. The reduction is primarily due to reduction in consulting expenses. Since inception on November 18, 20103 through October 31, 2013 the Company has incurred an accumulated loss of $3,510,166. These operating expenses were comprised of professional fees, including legal and accounting fees, and administrative expenses.
 
 
12

 
 
Liquidity and Capital Resources
 
As shown in the accompanying financial statements, the Company generated a loss of $3,510,166 from November 18, 2003 (inception) to October 31, 2013, and has an accumulated deficit of $3,510,166. As of October 31, 2013 and 2012 the Company has a negative working capital of $1,380,605 and $934,741, the increase was due to borrowings and expenses paid off on behalf of the Company.
 
As our operations become more complex, it is anticipated that these costs will increase. We do not have sufficient funds on hand to cover these expenses. Our cash on hand, $29,755 as of October 31, 2013, will not be sufficient to implement operational activities during the next 12 months and we will require at least $690,000 additional funding to implement our business plan.
 
The table below sets forth the anticipated expenses for the next 12 months:
          
Activity   Estimated Cost  
       
Production
    100,000  
Research and Development
    50,000  
Marketing
    150,000  
Working Capital
    390,000  
Total
    690,000  
 
We will not generate sufficient revenues in the next twelve months and we will be required to raise additional capital by issuing equity or debt securities in exchange for cash in order to continue as a going concern. We can not assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for us to continue as a going concern.
 
Going Concern Consideration
 
Our independent auditors included an explanatory paragraph in their report on the financial statements included herein regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.
 
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, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that are material to investors
 
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
 
Not applicable.
 
 
13

 
 
Item 8. Financial Statements.
 
SAFEBRAIN SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
 
FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2013 and 2012
AND THE PERIOD FROM INCEPTION THROUGH OCTOBER 31, 2013
 
 
 
14

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors
Safebrain Systems, Inc.
(formerly Alveron Energy Corp.)
(A Development Stage Company)
 
We have audited the accompanying consolidated balance sheets of Safebrain Systems, Inc. (A Development Stage Company) as of October 31, 2013 and 2012 and the related statements of operations, shareholders' deficit and cash flows for the twelve months periods then ended and for the period from November 1, 2008 to October 31, 2013. The financial statements from November 18, 2003(inception), through October 31, 2008 were audited by other auditors whose report expressed an unqualified opinion on those statements. 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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit 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 Safebrain Systems, Inc. as of October 31, 2013 and 2012, and the results of its operations and cash flows for the periods described above 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 2 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
/s/ M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
February 13, 2014
 
 
15

 
 
SAFEBRAIN SYSTEMS, INC. (formerly Alveron Energy Corp.)
(A Development Stage Company)
 
CONSOLIDATED BALANCE SHEETS
As of OCTOBER 31, 2013 and 2012
 
   
October 31,
2013
   
October 31,
2012
 
ASSETS
Current Assets:
           
Cash and cash equivalents
  $ 29,755       2,103  
GST/HST refund receivable
    4,510       21,480  
Total Current Assets
    34,265       23,583  
                 
Total Assets
  $ 34,265       23,583  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
               
Payable to vendor on asset acquisition
  $ 300,000       300,000  
Accounts payable and accrued liabilities
    200,469       94,537  
Related party notes
    499,702       104,617  
Liabilities from Discontinued Operations
    414,699       459,170  
Total Current Liabilities
    1,414,870       958,324  
                 
Total Liabilities
  $ 1,414,870       958,324  
                 
STOCKHOLDERS' DEFICIT
Capital stock - $.001 par value, 100,000,000 common shares authorized, 65,431,321 and 62,583,258 common shares outstanding as of October 31, 2013 and 2012, respectively
  $ 65,431       62,583  
Additional paid in capital
    2,061,277       1,686,662  
Other comprehensive income
    2,853       -  
Deficit accumulated during the development stage
    (3,510,166 )     (2,683,986 )
                 
Total Stockholders' Deficit
  $ (1,380,605 )     (934,741 )
                 
Total Liabilities and Total Stockholders' Deficit
  $ 34,265       23,583  
 
The accompanying notes are integral part of these consolidated financial statements.
 
 
16

 
 
SAFEBRAIN SYSTEMS, INC. (formerly Alveron Energy Corp.)
(A Development Stage Company)
 
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended October 31, 2013 and 2012, and Cumulative from November 18, 2003 (Date of Inception) Through October 31, 2013
 
   
October 31,
2013
   
October 31,
2012
   
November 18, 2003
(Date of Inception)
Through
October 31,
2013
 
                   
Revenues
  $ -     $ -     $ -  
                         
Expenses
                       
                         
Consulting Expense
    396,864       659,099       1,085,963  
Professional fees
    138,157       127,484       331,874  
Office and Administrative
    134,754       61,145       271,237  
Travel and vehicle
    39,624       85,588       125,212  
                         
Total Operating Expenses
    709,399       933,316       1,814,286  
                         
Other income (expense):
                       
Loss on debt conversion
    63,000       -       63,000  
Impairment Expense
    -       900,000       900,000  
Interest Expense
    53,781       44,875       142,980  
Net Loss from continuing operations
    (826,180 )     (1,878,191 )     (2,920,266 )
Loss from Discontinued Operations
    -       (40,868 )     (589,900 )
Adjusted Net Loss
    (826,180 )     (1,918,877 )     (3,510,166 )
                         
Loss Per Common Share - Basic and Diluted – Continuing Operations
  $ (0.01 )   $ (0.03 )        
Loss Per Common Share - Basic and Diluted – Discontinued Operations
  $ (0.00 )   $ (0.00 )        
Loss Per Common Share - Basic and Diluted – Total
  $ (0.01 )   $ (0.03 )        
                         
Weighted Average Number of Common Shares Outstanding, Basic and Diluted
    64,172,918       56,814,353          
 
The accompanying notes are integral part of these consolidated financial statements.
 
 
17

 
 
SAFEBRAIN SYSTEMS, INC. (formerly Alveron Energy Corp.)
(A Development Stage Company)
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended October 31, 2013 and 2012, and Cumulative from
November 18, 2003 (Date of Inception) Through October 31, 2013
 
               
November 18, 2003
 
               
(Date of Inception)
 
               
Through
 
    October 31,     October 31,    
October 31,
 
   
2013
   
2012
   
2013
 
                   
Cash Flows from Operating Activities
                 
 Net loss including non-controlling interest
  $ (826,180 )     (1,918,877 )   $ (3,510,166 )
Adjustments to reconcile net loss to net cash used by Operating Activities:
                       
Impairment expense
    -       900,000       900,000  
Loss on conversion of debt
    63,000       -       63,000  
Discontinued operations
    -       -       545,964  
Common stock issued for services
    -       -       30,000  
Imputed Interest
    -       -       369  
Interest accrued on convertible note
    -       -       5,851  
Repayment in excess of lending
    -       -       5,000  
Changes in assets and liabilities
                       
Taxes receivable
    16,970       (21,480 )     (4,510 )
Payable to vendor on asset acquisition
    -       (300,000 )     (300,000 )
Accounts payable and accrued liabilities
    101,461       353,003       497,331  
Net cash used in continuing operating activities
    (644,749 )     (987,354 )     (1,767,161 )
Net cash used in discontinued operating activities
    -       -       (44,206 )
Cash flows used in operating activities
    (644,749 )     (691,824 )     (1,811,367 )
                         
Cash Flows from Investing Activities
                       
Asset acquisition
    -       (600,000 )     (600,000 )
Cash used for discontinued investing activities
    -       -       (501,758 )
Net Cash Used in Investing Activities
    -       (600,000 )     (1,101,758 )
                         
Cash Flows from Financing Activities
                       
Proceeds from convertible note
    -       -       6,000  
Repayment of note
    -       (327,640 )     (338,640 )
Proceeds from issuance of common stock
    274,463       1,466,488       1,802,151  
Advances from related party
    612,570       (450,000 )     1,660,523  
Stockholder contributions
    -       -       37,199  
Principal payments on debt – Related Party
    (217,485 )     -       (217,485 )
Net cash used in continuing financing activities
    669,548       1,593,348       2,949,748  
Net cash provided by discontinued financing activities
    -       -       (9,721 )
Cash flows provided by financing activities
    669,548       1,593,348       2,940,027  
                         
FX Currency Translation
    2,853       -       2,853  
                         
Net (Decrease) Increase in Cash
    27,652       1,994       29,755  
                         
Cash and Cash Equivalents, beginning of year
    2,103       109       -  
                         
Cash and Cash Equivalents, end of year
  $ 29,755       2,103     $ 29,755  
                         
Supplemental Cash Flow Information
                       
                         
Interest paid
  $ -       -     $ -  
Income taxes paid
    -       -       -  
Non-cash transactions                        
Forgiveness of Related Party Debt
  $ -       46,275     $ 183,472  
 
The accompanying notes are integral part of these consolidated financial statements.
 
 
18

 
 
SAFEBRAIN SYSTEMS, INC.
(formerly Alveron Energy Corp.)
(A Development Stage Company)
 
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
 
FOR THE PERIOD FROM INCEPTION THROUGH OCTOBER 31, 2013
 
   
Number of Shares
   
Capital Stock
   
Additional Paid-In Capital
   
Other Comprehensive Income
   
Accumulated Deficit During the Development Stage
   
Non-Controlling Interest
   
Total Stockholders' Equity (Deficit)
 
Stock issued on acceptance of incorporation expenses on November 18, 2003
    40,000,000     $ 40,000     $ (39,900 )     -       -     $ -     $ 100  
Net loss
    -       -       -       -     $ (3,350 )     -     $ (3,350 )
Balance, 31 October 2004
    40,000,000     $ 40,000     $ (39,900 )           $ (3,350 )   $ -     $ (3,250 )
Net loss
    -       -       -             $ (8,754 )           $ (8,754 )
Balance, 31 October 2005
    40,000,000     $ 40,000     $ (39,900 )   $ -     $ (12,104 )   $ -     $ (12,004 )
Stockholder contributions
    -       -     $ 13,636       -       -       -     $ 13,636  
Net loss
    -       -       -       -     $ (7,496 )     -     $ (7,496 )
Balance, 31 October 2006
    40,000,000     $ 40,000     $ (26,264 )   $ -     $ (19,600 )   $ -     $ (5,864 )
Stock issued
    200,000     $ 200     $ 300       -       -       -     $ 500  
Stockholder contributions
    -       -     $ 108       -       -       -     $ 108  
Discount on Convertible Note
    -       -     $ 2,715       -       -       -     $ 2,715  
Net loss
    -       -       -       -     $ (4,299 )     -     $ (4,299 )
Balance, 31 October 2007
    40,200,000     $ 40,200     $ (23,141 )   $ -     $ (23,899 )   $ -     $ (6,840 )
Stock issued
    2,240,000     $ 2,240     $ 3,360       -       -       -     $ 5,600  
Stock issued for services
    1,600,000     $ 1,600     $ 2,400       -       -       -     $ 4,000  
Stockholder contributions
    -       -     $ 4,450       -       -       -     $ 4,450  
Net loss
    -       -       -       -     $ (14,505 )     -     $ (14,505 )
Balance, 31 October 2008
    44,040,000     $ 44,040     $ (12,931 )   $ -     $ (38,404 )   $ -     $ (7,295 )
Stockholder contributions
    -       -     $ 19,003       -       -       -     $ 19,003  
Net loss
    -       -       -       -     $ (33,924 )     -     $ (33,924 )
Balance, 31 October 2009
    44,040,000     $ 44,040     $ 6,073     $ -     $ (72,328 )           $ (22,216 )
Stock issued for Cash
    5,500,000     $ 5,500     $ 49,500       -       -       -     $ 55,000  
Imputed Interest
    -       -     $ 369       -       -       -     $ 369  
Net loss
    -       -       -       -     $ (51,686 )   $ (15,439 )   $ (67,125 )
Balance, 31 October 2010
    49,540,000     $ 49,540     $ 55,942     $ -     $ (124,014 )   $ (15,439 )   $ (33,972 )
Stock issued for Services
    2,600,000     $ 2,600     $ 23,400       -       -       -     $ 26,000  
Repayment in excess of Debt
    -       -     $ 5,000       -       -       -     $ 5,000  
Forgiveness of Related Party Debt
    -       -     $ 100,000       -       -       -     $ 100,000  
Net loss
    -       -       -       -     $ (641,095 )   $ 15,439     $ (625,656 )
Balance, 31 October 2011
    52,140,000     $ 52,140     $ 184,342     $ -     $ (765,109 )   $ -     $ (528,628 )
Stock issued for Cash
    10,443,258     $ 10,443     $ 1,456,044       -       -       -     $ 1,466,487  
Debt forgiveness
    -       -     $ 46,276       -       -       -     $ 46,276  
Net loss
    -       -               -     $ (1,918,877 )     -     $ (1,918,877 )
Balance, 31 October 2012
    62,583,258     $ 62,583     $ 1,686,662     $ -     $ (2,683,986 )   $ -     $ (934,741 )
Stock issued for Cash
    1,848,063     $ 1,848     $ 272,615       -       -       -     $ 274,463  
Stock Issued for Conversion of Debt
    1,000,000     $ 1,000     $ 102,000       -       -       -     $ 103,000  
Currency Translation
                          $ 2,853                     $ 2,853  
Net loss
    -       -       -             $ (826,180 )     -     $ (826,180 )
Balance, 31 October 2013
    65,431,321     $ 65,431     $ 2,061,277     $ 2,853     $ (3,510,166 )   $ -     $ (1,380,605 )
 
The accompany notes are integral part of these consolidated financial statements.
 
 
19

 
 
SAFEBRAIN SYSTEMS, INC. (formerly Alveron Energy Corp.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
October 31, 2013 and 2012
 
1.
History and Organization
 
Modena I, Inc. (the "Company") was a development stage company which was incorporated under the laws of the State of Delaware on November 18, 2003. From inception to September 2007, the Company was focused on providing a vehicle for a foreign or domestic non-public company to become an SEC reporting (publicly-traded) company. To this end, we intended to locate and negotiate with a business entity for the combination of that target company with the Company.
 
On April 12, 2010 the Board of Directors of Modena I, Inc. filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Delware changing the Company’s name to Alveron Energy Corp.
 
On April 20, 2012, the Company underwent a change of control where the former President and Director of the Company sold 39,900,000 common shares to a company controlled by the current President and Director of the Company.
 
On May 14, 2012, the Company acquired 100% of SafeBrain System (“SafeBrain”) from Rod Newlove for $900,000. Safebrain is a corporation duly organized, validly existing, and in good standing under the laws of Saskatchewan, Canada. Following payment, Newlove transfered all rights to SafeBrain to the Company.
 
On July 11, 2012 the Company changed its name to Safebrain Systems, Inc.
 
2.
Going Concern Assumption
 
These accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has a working capital deficit of $1,350,428 as of October 31, 2013 and has no current revenue stream. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
 
The Company's ability to continue as a going concern is also contingent upon its ability to complete certain capital formation activities and generate working capital operations in the future. Management's plan in this regard is to secure additional funds through equity financing activities, and from loans made by the Company's stockholder.
 
The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the inability of the Company to continue as a going concern.
 
 
20

 
 
3. 
Basis of Presentation
 
The Company has not earned any revenues from limited principal operations and accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in FASB Pronouncements. Among the disclosures required are that the Company's financial statements be identified as those of a development stage company, and that the statements of operation, stockholders' deficit and cash flows disclose activity since the date of the Company's inception.
 
4. 
Principles of Consolidation
 
The accounts of our wholly-owned subsidiaries are included in the consolidation of these financial statements from the date of acquisition. All significant intercompany accounts and transactions have been eliminated in consolidation.
 
The Company consolidated the joint venture as discussed in note 11 below. The Company recorded net income attributable to non-controlling interest in the consolidated statements of operations for any non-owned portion of its consolidated subsidiary. Non-controlling interest being accounted for in owners’ equity on the consolidate balance sheet.
 
5. 
Summary of Significant Accounting Policies
 
The accounting policies of the Company are in accordance with US GAAP, and their basis of application is consistent with that of the previous year. Outlined below are those policies considered particularly significant:
 
a) 
Fair Value of Financial Instruments
 
The Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements. ASC 820-10 relates to financial assets and financial liabilities.
 
ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.
 
ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:
 
Level 1
 
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
 
 
21

 
 
Level 2
 
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
 
Level 3
 
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
 
The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
 
b)
Income Taxes
 
The Company had adopted Accounting Standard Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period. As of October 31, 2013, a deferred tax asset (which arises solely as a result of net operating losses), has been entirely offset by a valuation reserve due the uncertainty that this asset will be realized in the future.
 
c)
Earnings or Loss Per Share
 
The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.
 
 
22

 
 
d) 
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
e) 
Cash and Cash Equivalents
 
For the purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of October 31, 2013 and 2012, there were no cash equivalents.
 
f)
Impairment of Long-Lived Assets
 
In accordance with ASC 360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
 
g) 
Recent Accounting Pronouncements
 
In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carryforwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.
 
In February 2013, FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:
 
 
23

 
 
-  
Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and
-  
Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.
 
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.
 
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.
 
In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, "Technical Corrections and Improvements" in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.
 
In August 2012, the FASB issued ASU 2012-03, "Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)" in Accounting standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.
 
In July 2012, the FASB issued ASU 2012-02, "Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment" in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.
 
 
24

 
 
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operation
 
h) 
Foreign Currency Translation
 
The Company has a functional currency in Canadian dollars (CAD). The Company’s financial statements have been translated into US dollars in accordance with generally accepted accounting principles regarding foreign currency translation. All assets and liabilities are translated at the exchange rate on the balance sheet date and all revenues and expenditures are translated at the average rate for the period. Translation adjustments are reflected as a separate component of stockholders' equity, accumulated other comprehensive income (loss) and the net change for the year are reflected separately in the statements of operations and other comprehensive income (loss).
 
In accordance with generally accepted accounting principles regarding the presentation of the Statement of Cash Flows, the cash flows of the subsidiary are translated using the weighted average exchange rates during the respective period. As a result, amounts in the statement of cash flows related to changes in assets and liabilities will not necessarily agree with the changes in the corresponding balances on the balance sheet that was translated at the exchange rate at the end of the period.
 
i) 
Stock-based Compensation
 
The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
 
j)
The Company reports its comprehensive income (loss) in accordance with provisions of the FASB. For the years ended October 31, 2013 and 2012, the Company’s only component of comprehensive loss was foreign currency translation adjustments.
 
k)
Certain reclassification have been made to the prior period’s financial statements to conform to the current period’s presentation
 
 
25

 
 
6. 
Business Combination
 
On May 14, 2012, we acquired 100% of SafeBrain System (“SafeBrain”) and Creative Electronics Design Services, LTD from Rod Newlove for $900,000. Safebrain is a corporation duly organized, validly existing, and in good standing under the laws of Saskatchewan, Canada. Newlove has transferred all assets and rights to SafeBrain System to the Company including intellectual properties, inventories, and Patent/Trademarks/Copyrights. The SafeBrain Systems works in two ways; the Cranium Impact Analyzer Sensor (“C.I.A”) is mounted on the helmet of athlete; The SafeBrain software allows in-depth analysis of any impact event and can be customized for the notification and data logging settings for each athlete. The Company plans to market the SafeBrain System to non-professional athletes who participate in sports that require helmets such as hockey, football, biking, motor-cross, skiing and snowboarding. As of October 31, 2013 $600,000 has been paid and the remaining $300,000 remains in accounts payable. The Company reviewed the acquisitions taking in consideration the inputs and outputs available them and noted that the acquisition constitutes a business acquisition .
 
The acquisition has been accounted for under the business acquisition method of accounting and the Company valued all assets and liabilities acquired at their estimated fair values on the date of acquisition. Accordingly, the assets and liabilities of the acquired entity were recorded at their estimated fair values at the date of the acquisition.
 
The purchase price allocation is based on estimates of fair value as follows:
 
Tangible Assets Acquired:      
       
WIP & Inventory
    12,750  
Fixed Assets, PPE
    167,408  
         
Total Tangible Assets
    180,158  
         
Intangible Assets Acquired:
       
         
IP/Technology
    616,800  
Trade-Name/Marks
    18,000  
Non-Compete (1-year)
    59,750  
         
Total Intangible Assets Acquired
    694,550  
         
Goodwill
    25,293  
         
Total Net Assets Acquired
    900,000  
 
 
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The total purchase price consists of the following:
 
Assets acquired:
 
 
Useful
Lives
 
October 31,
2013
   
October 31,
2012
 
ASSETS
             
Other Assets:
             
Intangible Assets
10 Years
  $ -     $ 775,000  
Equipment
7 Years
    -       125,000  
                   
Total Other Assets
    $ -     $ 900,000  
 
The excess of the purchase price over the fair value of the net assets acquired, amounting to $1,402,000, was recorded as goodwill. During the year ended October 31, 2012 the company assessed acquired assets for impairment and has taken a full $900,000 impairment expense as a result in delays in achieving sales revenues.
 
The following pro forma financial information presents results as if the acquisition of Safebrain had occurred on November 1, 2012 (unaudited).
 
   
Historical
             
   
Safebrain Systems, Inc.
   
Creative
Electronics
   
Pro Forma Adjustments
   
Pro Forma Combined
 
Revenue
    -       -       -       -  
Expenses:
                               
Consulting Expense
  $ 659,099       -       -     $ 659,099  
Professional Fees
    127,484       -       -       127,484  
Office and Administrative
    60,320       -       -       60,320  
Travel and Vehicle
    85,588       -       -       85,588  
Foreign exchange loss/(gain)
    825       -       -       825  
Total Operating Expense
    933,316       -       -       933,316  
Other Income (expense):
                               
Interest Expense
    44,875       -       -       44,875  
Impairment expense
    -       -       (900,000 )     (900,000 )
Net Loss of continuing operations
    978,191       -       (900,000 )     (1,878,191 )
Loss from Discontinued operations
    (40,868 )     -       -       (40,868 )
Adjusted Net Loss
  $ 1,019,059       -       (900,000 )     1,918,877  
 
 
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7. 
Common Stock
 
Total shares authorized as of October 31, 2013 are 250,000,000 common shares, par value $0.001 per share and 10,000,000 preferred shares, par value $0.001 per share.  Total shares issued and outstanding as of October 31, 2013 are 65,431,321 common shares.  Holders of common stock are entitled to one vote for each share held. There are no restrictions that limit the Company's ability to pay dividends on its common stock. The Company has not declared any dividends since incorporation.
 
For the year ended October 31, 2011, the Company issued 2,600,000 shares of common stock to 2 companies for consulting fees. The consideration for such shares was $0.01 per share, amounting in the aggregate to $26,000. The shares issued were valued based on the market price on the date of grant.
 
During the year ended October 31, 2012, the Company sold 8,443,253 Units at a price of $0.15 per Unit to a group of private investors. Each Unit consisted of one share of common stock and one warrant. Every two warrants entitle the holder to purchase one share of our common stock a price of $0.35 per share at any time on or before April 30, 2014. The Company also sold 2,000,000 Units at a price of $0.10 per unit to a group of private investors. Each Unit consisted of one share of common stock and one warrant. Every two warrants entitle the holder to purchase one share of our common stock a price of $0.35 per share at any time on or before April 30, 2014.
 
During the year ended October 31, 2013 we converted $40,000 of debt into 1,000,000 common shares. The shares were valued at $103,000, which is the fair market value on date of grant. As a result of the debt conversion, the Company recognized a loss on debt conversion of $63,000 which is recorded as other expenses in the statements of operations.
 
During period ended October 31, 2013, the Company sold 1,848,063 of the Company common stock for $0.15 per share to a group of private investors. A total of $274,463 was raised as a result of the sale. There were no warrants attached to the sale of the common stock.
 
8. 
Discontinued Operations
 
Discontinued operations are presented for in accordance with Accounting Standard Codification (ASC) 360, “Impairment or Disposal of Long Lived Assets,” (ASC 360). When a qualifying component of the Company is disposed or classified as held for sale, the operating results of that component are removed from continuing operations for all periods presented and displayed as discontinued operations if: (a) elimination the component’s operations and cashlfow from the Company’s ongoing operations has occurred (or will occur) and (b) significant continuing involvement by the Company in the component’s operations does not exist after the disposal transaction.
 
On July 20, 2011, the Company discontinued the operations for the Longquan joint venture to build the 48MW wind power plant near Yantai, Shandong, China. The operations were discontinued due to the inability to further fund the project under the time line required by the joint venture. The Company suffered a loss as of October 31, 2011 of $545,965 due to the discontinued operation due to both the Longquan and Rushan Project being abandoned.
 
During the fiscal period ended October 2012, the Company exited the energy business. The exit from the energy industry was therefore classified as discontinued operations for all periods presented under the requirement of ASC 360. The assets and liabilities of discontinued operations are presented separately under the captions “Assets to be discontinued,” “Liabilities to be discontinued” and “Long-term liabilities to be discontinued operations,” respectively, in the accompanying balance sheets at October 31, 2013 and 2012. There were no assets to be discontinued and the liabilities to be discontinued as of October 31, 2013 and 2012 consist of a related party note in the amount of $414,699 and $459,170, respectively. The reduction was due to a conversion of $40,000 principal balance (see Note 10), the difference of $4,471 is due to foreign currency fluctuation.
 
 
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9.
Income Taxes
 
The Company has paid no federal or state income taxes. As of October 31, 2013 and 2012, the Company has net operating loss carry forwards of $1,782,056 and $1,098,567 which, if unused, will begin to expire in 2023. The tax effect, at the statutory state and federal rates of 35%, of the operating loss carry forwards and temporary differences at October 31, 2013 and 2012 respectively, are as follows:
 
   
2013
   
2012
 
             
Deferred income tax assets
           
Net operating loss carryforwards
  $ 623,720     $ 384,498  
Valuation allowance
    (623,720 )     (384,498 )
                 
Deferred income taxes
  $ -       -  
 
10. 
Related Party Transactions
 
Related party transactions are in the normal course of operations and are recorded at amounts established and agreed between the related parties. Related party transactions not disclosed elsewhere in these financial statements are as follows:
 
During 2013, $612,570 was loaned by related parties for office and administration fees and professional fees of which $217,485 was repaid during the same period. Since inception, the shareholder has advanced funds for professional fees and other office and general expenses in the amount of $1,660,523. Since inception, shareholders have waived $183,842 and consider these advances as contribution to capital. The related party loans are considered as unsecured loan with no stated interest rate and due upon demand. The Company imputed interest at 8% per annum, which is comparable to historical borrowing rate that the company has obtained in the past. These notes are not convertible and no options were attached. Interest expense as of October 31, 2013 and 2012 is $53,781 and $44,875, respectively.
 
During the year ended October 31, 2013 we converted $40,000 of debt into 1,000,000 common shares. The shares were valued at $103,000, which is the fair market value on date of grant. As a result of the debt conversion, the Company recognized a loss on debt conversion of $63,000 which is recorded as other expenses in the statements of operations.
 
 
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11. 
Joint Venture
 
On February 12, 2010, the Company formed a new Joint Venture Corporation, “Yantai Alveron Energy Development Company”, in Shandong, China as per the agreement sign on June 20, 2009. The company ownership was organized per the agreement with Alveron Energy Corp. owning 77% and the joint partners owning the remaining 23% of the new entity. On the date of the Joint Venture, Yantai had no balance sheet or income statement activities. The Company transferred a total of $539,900 to this new entity during the quarter ending January 31, 2011 to be used on the feasibility report for a potential 48MW wind energy plant in Shandong, China. Out of the total $539,900, $239,900 was allocated to the Rushan Project and $258,230 to the Longquan Project.
 
As of October 31, 2011 and based on events that have deterred the likely success of the Rushan and Longuan Project, the company has discontinued operations in the Joint Venture.
 
12. 
Contingencies
 
No legal proceedings are currently pending or, to our knowledge, threatened against us that, in the opinion our management, could reasonably be expected to have a material adverse effect on our business or financial condition or results of operations.
 
13.
GST/HST Receivable
 
The Good Service Tax (“GST”) is a federal tax that applies to the supply of most property and services in Canada. As of July 1, 2010, British Columbia (“BC”) harmonized its provincial sales tax (“PST”) with the GST to implement the harmonized sales tax (“HST”) at the rate of 12%. All businesses operating in BC are responsible for collecting and remitting HST to the Canadian government. A GST/HST registrant should collect the GST/HST on most of their sales and pay the GST/HST on most purchases they make to operate their Business. They can claim an input tax credit (“ITC”), to recover GST/HST paid or payable on the purchases they use in commercial activities. However, during the year ended December 31, 2012, the Company has not collected any GST/HST since all sales were incurred in the United State which sales are not HST taxable. The Company has filed GST/HST returns quarterly and claimed only ITC’s during the year ended October 31, 2013. As the result of this, as of October 31, 2013 and October 31, 2012, the Company had GST/HST refund receivable of $4,510 and $21,480, respectively.
 
14.
Subsequent Events
 
There were no reportable subsequent events since October 31, 2013.
 
 
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
 
The financial statements included in this Form 10-K have been audited by M & K CPAS PLLC to the extent and for the periods set forth in their report appearing elsewhere herein, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting, we have not, nor has anyone engaged on our behalf, consulted with M&K CPAS, PLLC regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and M&K CPAS, PLLC did not provide either in a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304 (a)(1)(v) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304 (a)(1)(V) of Regulation S-K.
 
Item 9A. Controls and Procedures.
 
Our management, including our Chief Executive Officer who also serves as our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Report.
 
Based on that evaluation, our Chief Executive Officer concluded that as of the end of the period covered by this Report our disclosure controls and procedures were not effective such that the information required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure. Our Chief Executive Officer is not a financial or accounting professional, and we lack any accounting staff that is sufficiently trained in the application of U.S. generally accepted accounting principles. Until such time as we hire a chief financial officer or similarly titled person with the requisite experience in the application of U.S. GAAP, there is a likelihood that we may experience material weaknesses in our disclosure controls that may result in errors in our financial statements in future periods.
 
Management’s Report on Internal Control Over Financial Reporting
 
Our Chief Executive Officer and Principal Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.
 
Internal control over financial reporting is promulgated under the Exchange Act as a process designed by, or under the supervision of, our Chief Executive Officer and Principal Financial Officer and effected by our board of directors, management and other personnel, 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 and includes those policies and procedures that:
 
·  
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
 
·  
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
 
·  
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition or disposition of our assets that could have a material effect on the financial statements.
 
 
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Readers are cautioned that internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Therefore, even effective internal control over financial reporting can only provide reasonable assurance with respect to the financial statement preparation and presentation.
 
Our management, under the supervision and with the participation of our Chief Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our internal controls over financial reporting as of the end of the period covered by this report based upon the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation, management concluded that our internal control over financial reporting was not effective as of October 31, 2013 due to the following material weaknesses in the company’s internal control over financial reporting:
 
·  
A system of internal controls (including policies and procedures) has neither been designed nor implemented.
 
·  
A formal, internal accounting system has not been implemented.
 
·  
Segregation of duties in the handling of cash, cash receipt, and cash disbursement is not formalized.
 
·  
A number of journal entries.
 
Management is evaluating plans on a cost benefit basis to remedy the above weaknesses and we continue the process to complete a thorough review of our internal controls as part of our preparation for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Section 404 requires our management to report on, and our external auditors to attest to, the effectiveness of our internal control structure and procedures for financial reporting. As a non-accelerated filer under Rule 12b-2 of the Exchange Act, our first report under Section 404 as a smaller reporting company will be contained in our Form 10-K for the year ended October 31, 2013.
 
This annual report does not include an attestation report of the company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report.
 
There were no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during our fiscal year ended October 31, 2013, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. In the estimation of our senior management, none of the following changes in the composition of management have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting:
 
Item 9B. Other Information.
 
None.
 
 
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PART III
OTHER INFORMATION
 
Item 10. Directors, Executive Officers, Promoters and Control Persons.
 
Directors and Executive Officers
 
Set forth below are the names, ages and present principal occupations or employment, and material occupations, positions, offices or employments for the past five years of our current directors and executive officers.
 
Name and Business Address
 
Age
 
Position
         
Michael Scott
 
47
 
Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary and Director
Dean Swanberg
 
51
 
Director
Todd Ziniuk
 
38
 
Director
 
Michael Scott was appointed as an officer and a director on March 30, 2012. Mr. Scott has been a consultant to the oil and gas industry since September, 2011. Between October, 2008 and September, 2011, Mr. Scott was the President of Triple J Pipelines Ltd. Between October, 2002 and October, 2008 Mr. Scott was the President of Core Pipelines Ltd.
 
Dean Swanberg has been the President at Zedcor Oilfield Rentals in Edmonton since 2011. Mr. Swanberg is also a director of Westcan Directional Drilling in Grand Prairie, AB and Fort St. John, B.C. (July 2011-present), Purdy & Partners, a private merchant banking firm in Edmonton, AB (March 2010-present), Horizon North Logistics (June 2006-present), Swanberg International in Houston, Texas (August 2001-present), and Kleskun Hills Bison Ranch in Grand Prairie, AB (December 1999-present).
 
Todd Ziniuk was appointed to the Company's board of directors on May 17, 2013. Since January 2012, Mr. Ziniuk (age 37) has been the General Manager, Treasurer and a Director of Zedcor Oilfield Rentals Ltd., a company he helped organize. Mr. Ziniuk is an entrepreneur who has been in the oil and gas industry in multiple positions over the last 20+ years. After managing Swanberg Bros. Trucking LP between 2001 and 2003, one of the largest transporters of drilling rigs in Western Canada, he started Oilpatch Rentals Ltd. and was President of the Company from 2003 to 2007. Between 2007 and 2009 Mr. Zinuik was pursuing his dream as a Professional Golfer throughout Canada and the U.S. Between 2009 and 2012 Mr. Ziniuk was the owner and General Manager of North American Tubulars Ltd., as well as President of the Board.
 
Neither our sole executive officer nor any of our directors is a director in any other U.S. reporting companies. Our director/officer has not been affiliated with any company that has filed for bankruptcy within the last five years. The Company is not aware of any proceedings to which the Company’s officer/directors, or any associate of any such officer/directors, is a party adverse to the Company or any of the Company’s subsidiaries or has a material interest adverse to it.
 
Each director of the Company serves for a term of one year or until the successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the Company's shareholders. Each officer serves, at the pleasure of the board of directors, for a term of one year and until the successor is elected at the annual meeting of the board of directors and is qualified.
 
 
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Audit Committee and Expert
 
We do not have an audit committee or an audit committee financial expert. Our corporate financial affairs are simple at this stage of development and each financial transaction can be viewed by any officer or director at will. The policy of having no committee will change if the constitution of one such becomes necessary as a result of growth of the company or as mandated by public policy.
 
Auditors; Code of Ethics; Financial Expert
 
We do not currently have a Code of Ethics applicable to our principal executive, financial and accounting officers. We do not have a “financial expert” on the board or an audit committee or nominating committee.
 
Potential Conflicts of Interest
 
Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.
 
Director Independence
 
We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” We do not believe that any of our directors currently meet the definition of “independent” as promulgated by the rules and regulations of the American Stock Exchange.
 
Item 11. Executive Compensation

Summary Compensation

The following Summary Compensation Table sets forth the compensation for each executive officer for the past two fiscal years ended October 31.

Summary Compensation Table

Name and Position
Year Ended October 31
 
Salary
   
Bonus
   
Stock Awards
   
Option Awards
   
Total Compensation
 
Michael Scott, CEO, CFO,
2013
  $ 294,000     $ -     $ -     $ -     $ -  
President
2012
  $ 42,000     $ -     $ -     $ -     $ -  
Dean Swanberg, Director
2013
  $ -     $ -     $ -     $ -     $ -  
 
2012
  $ -     $ -     $ -     $ -     $ -  
Todd Ziniuk, Director
2013
  $ -     $ -     $ -     $ -     $ -  
Don Cameron, Director 1
2013
  $ -     $ -     $ -     $ -     $ -  
 
2012
  $ -     $ -     $ -     $ -     $ -  
(1) - On November 14, 2013 Don Cameron resigned as a director of the Company.
 
Summary Compensation

During the years ended October 31, 2013 and October 21, 2012, we paid $294,000 and $42,000 to Michael Scott respectively. We have no employment agreements with any of our directors or executive officers.  We have no pension, health, annuity, bonus, insurance, stock options, profit sharing or similar benefit plans.

No stock options or stock appreciation rights have been granted to any of our directors or executive officers.  We have no equity incentive plans.

Outstanding Equity Awards
 
Our directors and officers do not have unexercised options, stock that has not vested, or equity incentive plan awards.
 
Compensation of Directors
 
We do not compensate our directors for acting in this.
 
Item 12. Security Ownership of Certain Beneficial Owners and Management.
 
The following table lists, as of March 8, 2010, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
 
 
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The percentages below are calculated based on 65,431,321 shares of our common stock issued and outstanding as of October 31, 2013. There are 10,443,258 warrants outstanding. Every two warrants entitle the holder to purchase one share of our common stock a price of $0.35 per share at any time on or before April 30, 2014.We do not have any other outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o Safebrain Systems, Inc., c/o Mr. Michael Scott, 100-224 11th Avenue S.W., Calgary, Alberta, Canada.
 
Name of Beneficial Owner
 
Title Of Class
 
Amount and Nature of Beneficial Ownership
   
Percent of Class
 
                 
Mr. Michael Scott
 
Common
    20,947,500       32.0 %
                     
Todd Ziniuk
 
Common
    2,666,666       4.1 %
                     
Dean Swanberg
 
Common
    3,895,250       6.0 %
                     
Directors and Officers as a Group (3 person)
 
Common
    27,509,416       42.1 %
 
Changes in Control
 
In March 2012, Michael Scott purchased 39,900,000 shares of our common stock from Sang-Ho Kim who, at that time, was our Chief Executive Officer.
 
In March 2012, Sang-Ho Kim and Surendran Shanmugan appointed Michael Scott as one of our directors. Following the appointment of Mr. Scott, Mr. Kim resigned as our officer. Following his resignation, Mr. Scott became our Chief Executive Officer and our Principal Financial and Accounting Officer.
 
In March 2012 Mr. Scott transferred 18,952,500 shares he purchased from Sang-Ho Kim to various shareholders in SafeBrain Systems, Inc. and to other third parties.
 
Mr. Kim and Mr. Shanmugan resigned as directors on April 15, 2012.
 
On November 26, 2012, Michael Scott appointed Don Cameron and Dean Swanberg as directors.
 
On November 14, 2013 Don Cameron resigned as a director of the Company.
 
Todd Ziniuk was appointed to the Company's board of directors on May 17, 2013
 
Item 13. Certain Relationships and Related Transactions.
 
Other than the transactions discussed below, we have not entered into any transaction nor are there any proposed transactions in which our Director, executive officer, stockholder or any member of the immediate family of the foregoing had or is to have a direct or indirect material interest.
 
 
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Our officers and directors have advanced funds for professional fees and general expenses in the amount of $612,570 and $453,753 as of October 31, 2013 and 2012, respectively. Mr. Kim has waived reimbursement of $43,275 in the year ended October 31, 2012 and considered these advances as a contribution to capital. Accordingly, the contributions have been recorded as additional paid-in capital.
 
The Company has been provided office space by its President and Chief Executive Officer for all periods presented. There is no charge to the Company for the space.
 
Item 14. Principal Accounting Fees and Services.
 
Audit Fees
 
The aggregate fees billed for professional services rendered by the Company’s principal accountant for the audit of the Company’s annual financial statements for the fiscal years ended October 31, 2013 and 2012 were $10,525 and $4,000 respectively.
 
Audit-Related Fees
The Company incurred no fees during the last two fiscal years for assurance and related services by the Company’s principal accountant that were reasonably related to the performance of the audit or review of the registrant’s financial statements and are not reported under Item 9(e)(1) of Schedule A.
 
Tax Fees
The Company incurred no fees during the last two fiscal years for professional services rendered by the Company’s principal accountant for tax compliance, tax advice and tax planning.
 
All Other Fees
The Company incurred fees during the last two fiscal years ended October 31, 2013 and 2012 were $9,500 and $16,000 for services rendered by the Company’s principal accountants relating to the review of quarterly financial statements for inclusion in the Company's quarterly reports on Form 10Q.
 
 
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PART IV
 
Item 15. Exhibits, Financial Statement Schedules.
 
a) Exhibits
 
3.1
Articles of Incorporation (1)
   
3.2
Bylaws (1)
   
31.1
Rule 13a-14(a)/15d-14(a) Certifications
   
32.1
Certification pursuant to The Sarbanes-Oxley Act
 
101.INS **
XBRL Instance Document
   
101.SCH **
XBRL Taxonomy Extension Schema Document
   
101.CAL **
XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF **
XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB **
XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE **
XBRL Taxonomy Extension Presentation Linkbase Document
____________
(1) Incorporated by reference to previous filing.
 
** 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.
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
  SAFEBRAIN SYSTEMS, INC.  
       
Date: February 13, 2014
By:
/s/ Michael Scott  
  Name: Michael Scott  
  Title: Chief Executive and Financial Officer  
 
 
 
 
 
 
 
 
 
 
 
 
 
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