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Safebrain Systems, Inc. (SFBR) SEC Filing 10-Q Quarterly report for the period ending Wednesday, July 31, 2013

Safebrain Systems, Inc.

CIK: 1271073 Ticker: SFBR
Document and Entity Information
9 Months Ended
Jul. 31, 2013
Sep. 23, 2013
Document And Entity Information    
Entity Registrant Name SafeBrain Systems, Inc.  
Entity Central Index Key 0001271073  
Document Type 10-Q  
Document Period End Date Jul. 31, 2013  
Amendment Flag false  
Current Fiscal Year End Date --10-31  
Is Entity a Well-known Seasoned Issuer? No  
Is Entity a Voluntary Filer? No  
Is Entity's Reporting Status Current? Yes  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   63,583,258
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2013  


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended July 31, 2013

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

For the transition period from

Commission File No. 000-50493

SAFEBRAIN SYSTEMS, INC.
(Exact Name of Registrant 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
  T2R 0C3
(Address of Principal Executive Offices)   (Zip Code)
 
(403) 801-1506
(Registrant’s Telephone Number Including Area Code)

ALVERON ENERGY CORP.
(Former Name, Address and Fiscal Year, if Changed Since Last Report)
 
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Larger accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
 
Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 63,583,258 shares outstanding as of September 23, 2013.
 


 
 

 
 
PART I
FINANCIAL INFORMATION
 
Item 1. Financial Statements.
 
SAFEBRAIN SYSTEMS, INC. (formerly Alveron Energy Corp.)
(A Development Stage Company)
 
CONSOLIDATED BALANCE SHEETS
As of JULY 31, 2013 and OCTOBER 31, 2012
 
   
July 31,
2013
   
October 31,
2012
 
   
(unaudited)
       
ASSETS
Current Assets:
           
Cash and cash equivalents
  $ 960     $ 2,103  
Total Current Assets
    960       2,103  
                 
Other Long Term Assets
               
        Taxes Receivable
    23,993       21,480  
Total Long Term Assets
    23,993       21,480  
                 
Total Assets
  $ 24,953     $ 23,583  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
               
Payable to vendor on asset acquisition
  $ 290,041     $ 300,000  
Accounts payable and accrued liabilities
    375,699       94,537  
Related party note
    129,218       104,617  
Liabilities from Discontinued Operations
    414,699       459,170  
Total Current Liabilities
    1,209,657       958,324  
                 
Total Liabilities
    1,209,657       958,324  
                 
STOCKHOLDERS' DEFICIT
               
Capital stock  - $.001 par value, 250,000,000 common shares authorized,
  63,583,258 and 62,583,258 common shares outstanding  as of October 31, 2012 and 2011, respectively
    63,583       62,583  
Stock payable
    274,463       -  
Additional paid in capital
    1,788,661       1,686,662  
Deficit accumulated during the development stage
    (3,311,411 )     (2,683,986 )
Total Stockholders' Deficit
    (1,184,704 )     (934,741 )
                 
Total Liabilities and Total Stockholders' Deficit
  $ 24,953     $ 23,583  
 
The accompany notes are integral part of these consolidated financial statements.
 
 
2

 
 
SAFEBRAIN SYSTEMS INC. (formerly Alveron Energy Corp.)
(A Development Stage Company)
Unaudited
 
STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended July 31, 2013 and 2012, and Cumulative from November 18, 2003 (Date of Inception) Through July 31, 2013
 
                           
November 18,
2003
 
   
Three Months
   
Three Months
   
Nine Months
   
Nine Months
   
(Date of Inception)
 
   
Ended
   
Ended
   
Ended
   
Ended
   
Through
 
   
July 31,
   
July 31,
   
July 31,
   
July 31,
   
July 31,
 
   
2013
   
2012
   
2013
   
2012
   
2013
 
                               
Revenues
  $ -       -       -       -       -  
                                         
Expenses
                                       
Consulting Expense
    269,712       522,240       310,243       522,240       999,342  
Professional fees
    56,994       55,190       115,263       75,335       308,980  
Office and Administrative
    55,664       226,418       64,759       234,025       198,476  
Travel and vehicle
    18,424       -       38,429       -       124,017  
Foreign currency translation
    -       111       -       111       2,766  
Total Operating Expenses
    400,794       803,737       528,694       831,489       1,633,581  
                                         
Other income (expense)
                                       
Loss on debt conversion
    -       -       63,000       -       63,000  
Impairment
    -       -       -       -       900,000  
Interest
  $ 11,986       19,111       35,731       32,227       124,930  
Loss from Continued Operations
    11,986       19,111       98,731       32,227       1,087,930  
                                         
Net Loss
    412,780       822,848       627,425       863,716       2,721,511  
                                         
Loss from Discontinued Operations
    -       -       -       -       589,900  
Adjusted Net Loss
    412,780       822,848       627,425       863,716       3,311,411  
                                         
Loss per Common Share - Basic and Diluted - Continuing Operations
    0.01       0.02       0.01       0.01          
Loss per Common Share - Basic and Diluted - Discontinued Operations
    0.00       0.00       0.00       0.00          
Loss per Common Share - Basic and Diluted - Total
  $ 0.01       0.02       0.01       0.02          
                                         
Weighted average number of shares outstanding during the periods basic and diluted
    63,583,258       52,825,185       63,583,258       55,473,333          
 
The accompany notes are integral part of these consolidated financial statements.
 
 
3

 
 
SAFEBRAIN SYSTEMS INC. (formerly Alveron Energy Corp.)
(A Development Stage Company)
Unaudited
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended July 31, 2013 and 2012, and Cumulative from November 18, 2003 (Date of Inception) Through July 31, 2013
 
               
November 18,
2003
 
   
Nine Months
   
Nine Months
   
(Date of Inception)
 
   
Ended
   
Ended
   
Through
 
   
July 31,
   
July 31,
   
July 31,
 
   
2013
   
2012
   
2013
 
                   
Cash Flows from Operating Activities
                 
Net (loss) earnings
  $ (627,425 )   $ (863,716 )   $ (3,311,411 )
Adjustments to reconcile net loss to net cash used by Operating activities:
                       
Common stock issued for services
    -       -       30,000  
Loss on conversion of debt
    63,000       -       63,000  
Impairment expense
    -       -       900,000  
Imputed interest
    -       -       369  
Interest accrued on convertible note
    -       -       5,851  
    Loss on discontinued operations
    -       -       545,964  
Repayment in excess of lending
    -       -       5,000  
Changes in operating assets and liabilities:
                       
Other receivable
    (2,513 )     (16,256 )     (23,993 )
    Accounts payable and accrued liabilities
    266,730       82,485       662,598  
Payable to vendor on assets acquisition
    -       -       (300,000 )
Net cash used in continuing operating activities
    (300,208 )     (797,487 )     (1,422,620 )
Net cash used in discontinued operating activities
    -       -       (44,206 )
Cash flows used in operating activities
    (300,208 )     (797,487 )     (1,466,826 )
                         
Cash Flows from Investing Activities
                       
Acquisition of assets
    -       (602,041     (600,000 )
Discontinued investing activities
    -       -       (501,758 )
Cash used for investing activities
    -       (602,041     (1,101,758 )
                         
Cash Flows from Financing Activities
                       
Proceeds from convertible note
    -       -       6,000  
Repayment of note
    -       (217,712 )     (338,640 )
Proceeds from sale of common stock and warrants
    274,463       1,266,488       1,802,151  
Advances from related party
    202,669       354,294       1, 250,622  
Principal payments in debt from related party
    (178,067 )     -       (178,067 )
Stockholder contributions
    -       -       37,199  
Net cash used in continuing financing activities
    299,065       1,403,070       2,579,265  
Net cash provided by discontinued financing activities
    -       -       (9,721 )
Cash flows provided by financing  activities
    299,065       1,403,070       2,569,544  
                         
Net (Decrease) Increase in Cash
    (1,143 )     3,542       960  
                         
Cash and Cash Equivalents beginning of period
    2,103       109       -  
                         
Cash and Cash Equivalents end of period
  $ 960     $ 3,651     $ 960  
                         
NON-CASH ACTIVITIES
                       
Payable for Safebrain Technology
  $ -     $ 297,959     $ 297,959  
                         
Supplemental Cash Flow Information
                       
                         
Interest paid
    -       -       -  
Income taxes paid
    -       -       -  
 
The accompany notes are integral part of these consolidated financial statements.
 
 
4

 
 
SAFEBRAIN SYSTEMS INC. (formerly Alveron Energy Corp.)
(A DEVELOPMENT STAGE COMPANY)
 
Notes to Interim Financial Statements
July 31, 2013
Unaudited
 
1.
History and Organization
 
Modena I, Inc. 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. (the “Company”) filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Delaware 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 transferred all rights to SafeBrain System 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 $1,208,697 as of July 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.
 
 
5

 
 
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 all 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 has consolidated the joint venture as discussed in note 9 below until October 31, 2011. 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.
 
 
6

 
 
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, 2012, 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.
 
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.
 
 
7

 
 
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, 2012 and 2011, 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 October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, ÒTechnical Corrections and ImprovementsÓ 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, ÒTechnical 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)Ó 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, ÒIntangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for ImpairmentÓ 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.
 
 
8

 
 
In December 2011, the FASB issued ASU 2011-12, ÒDeferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive IncomeÓ in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.
 
In December 2011, the FASB issued ASU No. 2011-11 ÒBalance Sheet: Disclosures about Offsetting Assets and LiabilitiesÓ (ÒASU 2011-11Ó). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.
 
There were various other accounting standards and interpretations issued recently, none of which are expected to have a material impact on our consolidated financial position, operations or cash flows.
 
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
 
Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into United States dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income.
 
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.
 
6. 
Common Stock
 
Total shares authorized as of July 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 July 31, 2013 are 63,583,258 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. During fiscal year 2012 the Company has not declared any dividends since incorporation.
 
 
9

 
 
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 period ended April 30, 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 July 31, 2013 we raised $274,463 through the sale of 1,848,063 common shares to a group of private investors. As of July 31, 2013 the shares has not been issued and recorded as a stock payable.
 
7.
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 cashflow 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, 2012 and 2011. There were no assets to be discontinued and the liabilities to be discontinued as of October 31, 2012 and July 31, 2013 consist of a related party note in the amount of $414,699 and $454,699, respectively.
 
8. 
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:
 
As of October 31, 2012 and July 31, 2013, the Company has a balance of $104,617 and $129,218, respectively, due to related party for expenses paid on behalf of the Company.  During the period, the Company borrowed $202,669 and made a repayment of $178,067.  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 recorded for the period ended July 31, 2013 is $35,731. As of October 31, 2012 and July 31, 2013, the accrued interest is $83,877 and $119,608 respectively.
 
 
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9.
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.
 
10. 
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.
 
11. 
Other Receivable:

The Other Receivable represents Harmonized Sales Tax Receivable for expenses incurred by the Company in Canada.  Companies that generate revenue are subject to Harmonized Sales Tax, and are collected up front when purchases are made.  Since the Company has no operations, the Tax collected is refundable as such the Company has recorded a receivable of $23,993 as of July 31, 2013.

12. 
Subsequent Events
 
There were no material events that occurred subsequent to July 31, 2013 that would warrant further disclosures.
 
 
11

 
 
Item 2. Management’s Discussion and Analysis and Plan of Operation.

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.

Acquisition of the SafeBrain Technology

On May 25, 2012, we acquired the SafeBrain System (“SafeBrain”) from Rod Newlove for $900,000, of which $602,041 has been paid and the remaining $297,959 was to be paid no later than June 13, 2012.

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.
 
 
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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.

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.

We believe 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.
 
 
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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.
 
 
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Plan of Operation

Between April 11, 2012 and July 31, 2012, we sold 8,443,253 Units at a price of $0.15 per Unit to a group of private investors. We sold 2,000,000 units, at a price of $0.10 per unit, to two private investors before the year ending October 31, 2012. 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 at a price of $0.35 per share at any time on or before April 30, 2014.

As of July 31, 2013 we had generated no revenue from sales of SafeBrain systems.

As of July 31, 2013 we had cash on hand of approximately $960. We have never earned a profit and we expect to incur losses during the foreseeable future and may never be profitable. We will need to earn a profit or obtain additional financing until we are able to earn a profit. We do not know what the terms of any future financing may be, but any future sale of equity securities would dilute the ownership of existing stockholders. The failure to obtain the capital we require will result in a slower implementation of our business plan. There can be no assurance that we will be able to obtain any capital which is needed. We do not have any commitments from any person to provide us with any additional capital.

Our plan of operation and capital requirements for the twelve months ending January 31, 2014 are shown below. 
 
Activity
Estimated
Completion Date
 
Estimated
Cost
 
         
Production
January 31, 2014
    100,000  
Research and Development
January 31, 2014
    50,000  
Marketing
January 31, 2014
    150,000  
Working Capital
January 31, 2014
    390,000  
Total
January 31, 2014
    690,000  

General

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.

Our website is www.safebrain.ca and our telephone number is (403) 801-1506.

As of September 18, 2013 we did not employ any persons on a full time basis.
 
 
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Results of Operation

The Company did not have any operating income from inception (November 18, 2003) through July 31, 2013.

During the three months ended July 31, 2013, the company had $56,994 of professional fees and office and administrative expenses of $55,664 as compared to the three months ended July 31, 2012, where the company had $55,190 of professional and office and administrative expenses of $226,418. During the nine months ended July 31, 2013, the company had $115,263 of professional fees and office and administrative expenses of $64,759 as compared to the three months ended July 31, 2012, where the company had $75,335 of professional and office and administrative expenses of $234,025. The office and administrative fees was much greater in 2012 due to costs of starting a new office.

The company had interest expense $11,986 during the three months ended July 31, 2013 compared to $19,111 for the three months ended July 31, 2012. The company had interest expense $35,731 during the nine months ended July 31, 2013 compared to $32,227 for the nine months ended July 31, 2012.

The company had $269,712 in consulting expenses during the three months ended July 31, 2013 compared to $522,240 for the three months ended July 31, 2012. The company had $310,243 in consulting expenses during the nine months ended July 31, 2013 compared to $522,240 for the nine months ended July 31, 2012. The consulting expense was greater in 2012 due to the development of the product.

The company had $18,424 in travel and vehicle expenses during the three months ended July 31, 2013 compared to nil for the three months ended July 31, 2012. The company had $35,731 in travel and vehicle expenses during the nine months ended July 31, 2013 compared to nil for the nine months ended July 31, 2012. The increase in travel and vehicle expense is due to the increase in sales and marketing activity.

The company had nil in foreign exchange loss/gain during the three months ended July 31, 2013 compared to $111 for the three months ended July 31, 2012. The company had nil in foreign exchange loss/gain during the nine months ended July 31, 2013 compared to $111 for the nine months ended July 31, 2012.

The company had nil in loss on debt conversion during the three months ended July 31, 2013 compared to nil for the three months ended July 31, 2012. The company had 63,000 in loss on debt conversion during the nine months ended July 31, 2013 compared to nil for the nine months ended July 31, 2012.
 
Critical Accounting Policies

Our most critical accounting policies, can be found in our Annual Report on Form 10-K for the fiscal year ended October 31, 2012. There have been no material changes in our existing accounting policies from the disclosures included in our 2011 Form 10-K.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.
 
 
16

 

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
17

 

PART II
OTHER INFORMATION

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

During period ended July 31, 2013 we raised $274,463 through the sale of 1,848,063 common shares to a group of private investors.

We relied upon the exemption provided by Section 4(2) of the Securities Act of 1933 with respect to the issuance of these securities. The persons who acquired these securities were sophisticated investors and were provided full information regarding our business and operations. There was no general solicitation in connection with the offer or sale of these securities. The persons who acquired these securities acquired them for their own accounts. The certificates representing these securities will bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission or other form of remuneration was given to any person in connection with the sale of these securities.
 
 
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Item 6. Exhibits and Reports on Form 8-K

(A) Exhibits

Exhibit Number
 
Description
     
31.1
 
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1
 
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
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
 
** 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.
 
 
19

 
 
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: September 23, 2013 By: /s/ Michael Scott  
    Michael Scott  
    Chief Executive and Financial Officer  
       
 
 
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Ticker: SFBR
CIK: 1271073
Form Type: 10-Q Quarterly Report
Accession Number: 0001477932-13-004299
Submitted to the SEC: Mon Sep 23 2013 3:41:03 PM EST
Accepted by the SEC: Mon Sep 23 2013
Period: Wednesday, July 31, 2013
Industry: Non Operating Establishments

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