Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended SeptemberJune 30, 20162017

OR

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

For the transition period __________ to __________

Commission File Number:333-198435

SAFE LANE SYSTEMS,SOUTHEASTERN HOLDINGS, Inc.

(Exact name of registrant as specified in its charter)

1624 Market Street,19 Old Town Square, Suite #202, Denver, Colorado 80202/ Phone (949) 825-6512#238, Fort Collins, CO 80524, (303) 968-9643

(Address and telephone number of principal executive offices)

Mr. Paul D. Dickman, Chief Executive Officer, President and Chairman of the BoardCEO, (303) 968-9643

1624 Market Street,19 Old Town Square, Suite #202, Denver, Colorado 80202/ Phone (949) 825-6512#238, Fort Collins, CO 80524

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

COPIES OF ALL COMMUNICATIONS TO:

Michael A. Littman, Attorney at Law

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

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of November 21, 2016August 14, 2018, there were outstanding 40,000,00040,125,000 shares of the issuer’s common stock, par value $0.0001 per share, and 10,000,000 shares of the issuer’s class A preferred stock, par value $0.0001 per share and 0 shares of the issuer’s class B preferred stock, par value $0.0001 per share.

SAFE LANE SYSTEMS,

SOUTHEASTERN HOLDINGS, INC.

FORM 10-Q for the Quarter Ended SeptemberJune 30, 20162017

INDEX

PART I - FINANCIAL INFORMATION

Item 1.1 - Financial Statements

Safe Lane Systems,Southeastern Holdings, Inc.

Balance SheetSheets

SeeThe accompanying notes toare an integral part of the consolidated financial statements.

Safe Lane Systems,Southeastern Holdings, Inc.

StatementStatements of Operations

For the Three and Nine Months Ended September 30, 2016 and 2015

See

The accompanying notes toare an integral part of the consolidated financial statements.

Safe Lane Systems,Southeastern Holdings, Inc.

StatementStatements of Cash FlowFlows

For the Nine Months Ended September 30, 2016 and 2015

See

The accompanying notes toare an integral part of the consolidated financial statements.

SAFE LANES SYSTEMS,

SOUTHEASTERN HOLDINGS, INC.

NOTES TO THE FINANCIAL STATEMENTS

SeptemberJune 30, 20162017 (UNAUDITED)

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

SAFE LANESLANE SYSTEMS, INC. (the “Company”), was incorporated in the State of Colorado on September 10, 2013. The Company was formed to engage in the sale of traffic safety equipment. The Company may also engage in any other business permitted by law, as designated by the Board of Directors of the Company. During the second quarter of 2014 the Company secured a perpetual license to all of the intellectual property of Superior Traffic Control in exchange for the issuance of nonvoting convertible stock in the company. In the second quarter of 2016 the Company determined that license and related intellectual property should be written off as worthless due to problems with the engineering provided and the inability to obtain meaningful sales. The Company was redomiciled to become a Delaware Holding Corporation in September of 2016.

On September 22, 2016, the Company formed two wholly owned subsidiaries, SLS Industrial, Inc. and Southeastern Holdings, Inc. (both Delaware corporations).

On June 30, 2017, the Company merged with SLS Industrial, Inc., which became the surviving entity. SLS Industrial, Inc. and Southeastern Holdings, Inc. then restructured to a Delaware holdings structure, in which SLS Industrial, Inc., became a wholly owned subsidiary of Southeastern Holdings, Inc. The Companies restructured under a plan of merger and reorganization, in which the then-outstanding 25,118,273 shares of common stock, 10,000,000 shares of Class A Preferred Stock and 0 shares of Class B Preferred Stock would ultimately translate 1 for 1 to the same interests in Southeastern Holdings, Inc.

On December 1, 2016, the Company spun off its wholly owned subsidiary, SLS Industrial, Inc., along with its assets and liabilities, leaving Southeastern Holdings, Inc. as the only surviving entity. Immediately prior to the date of the spin-off, the subsidiary held fully impaired intellectual property and owed net liabilities of $527,270, comprised of $415,000 of convertible debt, $30,178 of accrued unpaid interest on that debt and $82,092 of accounts payable pertaining to professional fees. The Company effected the spinoff by transferring its entire equity interest in SLS Industrial, Inc. in exchange for assuming $40,000 of the outstanding accounts payable and issuing payment of $1,000 cash to the buyer. As a result, the Company recognized a debt extinguishment gain of $486,270 in 2016.

The Company, Southeastern Holdings, Inc., is currently pursuing new business opportunities.

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

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

Cash and Cash Equivalents

Cash Flows - During the period ending September 30, 2016, the Company primarily utilized cash proceeds from an unsecured short term loan and proceeds from a convertible note payable to fund its operations.

Cash flows used by operations for the period ended September 30, 2016 and 2015 were $34,911 and $186,689 respectively.

The Company considers all highly liquid investments with an original maturity of threesix months or less as cash equivalents.

Cash Flows - During the period ending June 30, 2017, the Company primarily utilized cash proceeds from previously issued convertible debt to fund operations.

Cash flows used by operations for the period ended June 30, 2017 and 2016 were $10 and $42,628, respectively.

As of SeptemberJune 30, 2016,2017, the Company had cash and cash equivalents of $7,871$733, as compared to cash and cash equivalents of $15,282$743 as of December 31, 2015.2016.

Impairment of Long-life Assets

In accordance with ASC Topic 360, the Company reviews its long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. No impairmentAs discussed in Note 1, the Company determined that the patent sublicense was deemed necessarycompletely impaired as of September 30, 2016 and December 31, 2015.2016, resulting in impairment expense of $1,683 for 2016.

Intangible Assets, Patents

During the second quarter of 2014 fiscal year the Company acquired the exclusive license rights and intellectual property for the patent of the Kone General device which expires July 2022. As payment for the license rights the company agreed to issue 22,768,273 shares of class B preferred, nonvoting shares to the shareholders of the original license holders “Superior Traffic Controls”. The Company accounts for its patent sub-license in accordance with ASC 350-30-30 “Intangibles – goodwill and other” and 805-50-30 and 805-50-15 related to “Business Combinations” by recognizing the fair value to the amount paid by the company for the asset at the time of purchase. Since Safe Lanes Systems has a limited operating history management determined to use par value as the value recognized for the transaction. Since the patent has a predetermined, finite life span, the cost of the asset will be recognized on a straight line basis over the remaining life of the patent.

At the conclusion of In addition, each reporting period the patent is evaluatedCompany will evaluate the intangible asset for impairment. As of September 30,During 2016, due to the lack of sales and determining that incomplete engineering plans were provided the Company determined it should impairthat the entire remaining valuepatent was completely impaired. Balances pertaining to the patent sublicense as of the intangible asset and at that time the remaining value was of $1,683 was written off to impairment expense.December 31, 2016 were as follows:

Amortization expense for the NINE-month periodsix and three months ended SeptemberJune 30, 2016 and 2015 was $149 and $29$74, respectively. The Company spun off its rights to the patents in the fourth quarter of 2016 in connection with the business spin-off.

Accounts payable and accrued liabilities

Accounts payable consisted of $42,092$35,699 at SeptemberJune 30, 20162017 and $1,080$35,219 at December 31, 20152016 respectively. Accrued expenseinterest consisted of $11,308$75 at SeptemberJune 30, 20162017 and $0 at December 31, 2015 respectively. Accrued interest consisted of $27,404 at September 30, 2016, and $14,942 at December 31, 2015 respectively.

Unsecured, short-term notes payable

The company obtainedCompany received funding in the form of an unsecured, short-term note of $250,000 at 4%informal loan from the original holder of the license to the Kone-General patent loan license agreement in the year ending December 31, 2013. The company formalized an unsecured, short-term note at 4% from this group in the second quarter of 2014. As of September 30, 2016December 31, 2015 the Company had received total funding of $250,000$395,000 and through December 31, 2016 the Company received an additional $20,000 in funding on this loan for a total of $415,000. The company recognized $12,178 in interest expense related to these loans in the year ended December 31, 2016. These notes, totaling $415,000, were due to be repaid December 31, 2016 but were not repaid at that time.

Immediately prior to the date of the spin-off, the subsidiary held fully impaired intellectual property and owed net liabilities of $527,270, including $415,000 of this unsecured convertible debt and $30,178 of accrued unpaid interest on the notenotes. The Company effected the spinoff by transferring its entire equity interest in SLS Industrial, Inc. in exchange for assuming $40,000 of the outstanding accounts payable and an additional $165,000 underissuing payment of $1,000 cash to the same terms withbuyer. As a verbal agreementresult, the Company recognized a total debt extinguishment gain of $486,270 in place and had recognized $27,404 in accrued interest expense.2016.

Convertible long-term notes payableNotes Payable

The company obtained five unsecured, long-termIn July 2016, the Company entered into $7,500 of convertible notes, totaling $7,500 inof which $1,500 were held by the third quarter of 2016. TheCEO and $6,000 by the CEO’s friends and family. These notes do not bear interest until December 31, 2016, after which they will bear interest at 10% per year.annum, with accrual of interest commencing after December 31, 2016 and mature on December 31, 2018. The agreements define a trigger event as the sale of preferred stock at a stated value of $100,000 and a material funding as $500,000. Terms of the notes permit the noteholders to convert the debt into 4.026% of the Company’s then-outstanding common stock any time between the trigger event and a material funding. Any time on or after maturity, the noteholders may either call the debt or elect to continue holding the debt at the 10% annual interest rate.

The Company evaluated the possibility that a beneficial conversion feature or derivative liability may exist on these notes and concluded that the Company’s stock value would render both features worthless or trivial and therefore did not record a beneficial conversion feature or derivative liability.

In December 2016, the Company repaid $6,000 of these notes, leaving an outstanding balance of $1,500 due to the CEO as of each, June 30, 2017 and December 31, 2016. Interest expense on these notes totaled $75 and $38 for the six and three months ended June 30, 2017, respectively. Accrued interest outstanding on this debt was $75 and $0 as of June 30, 2017 and December 31, 2016, respectively.

Related Party Advances

From time to time, the Company’s CEO advances funds to pay for professional services on behalf of the Company. These advances are due on demand, have no set term and payablebear no interest. During the three months ended March 31, 2017 and 2016, the CEO advanced $0 and $0, respectively. As of June 30, 2017 and December 31, 2017 but can be converted into2016, the company’s common stock at the holders request at any time before they are due. Each note will convert into approximately 4% of the companies then outstanding common stock. The Notes are convertible into shares of the Company's common stock representing a value of $805 or $0.0009 per share. Since the stock price was determined to be below this at the time of signing, the notes were issued at a premium so no value is apportionedbalance due to the conversion feature when recording the issuance per ASC 470-20-05. The debtCEO was $4,056 and its interest are reported as if it were a nonconvertible debt. Upon Conversion, the stock may be valued at either the book value or the market value at that time.$4,056, respectively.

Stockholders’ Equity

At MarchDecember 31, 20162017 and December 31, 2015,2016, the Company was authorized to issue 500,000,000 shares of common stock, $0.0001 par value per share. In addition, 10,000,000 shares of Class A preferred super majority voting stock, $.0001 par value and 50,000,000 shares of Class B preferred, $.0001 par value nonvoting convertible shares were authorized. All common stock shares have full dividend rights. However, it is not anticipated that the Company will be declaring distributions in the foreseeable future.

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

Upon execution of a patent sublicense agreement the Company issued 22,768,273 shares of its class B preferred convertible stock to a trustee on behalf of shareholders of the original license agreement. These shares were convertedconvert into regular common stock uponwhen the company registering the underlying shares with the SEC and distributionlisting of the shares on a recognized exchange. During the year ended December 31, 2016 all of these shares were retired and common shares were issued on a 1 to stockholders which occurred in the 2015 fiscal year.1 basis to replace them.

InDuring the lastfourth quarter of 2015, the Company issued 350,000 shares of common stock to two contractors for past work. Asvarious individuals in consideration of their services rendered in support of the Company has issued no stock for cash the Company valued the compensation based upon par value of $.0001 per share resulting in athe company recognizing compensation expense of $35 per share inbased upon the perioddeclared par value of the Company’s common stock was issued.since there has been no market price sale of the Companies stock as of this point.

In the third quarter of 2016 the Company issued 14,881,727 shares to a trust to be disbursed at the Company CEOtrustee’s direction as partinsurance in lieu of the reorganization into the Delaware Holding Corporation.purchasing D&O insurance. As the Company has issued no stock for cash, the Company’s assets are inconsequential and there is no active market for this stock, the Company determined that the stock’s value is inconsequential and valued the transaction based upon par value of $.0001 per share, resulting in general and administrative expense of $1,488 in the current period.during 2016.

As of each June 30, 2017 and December 31, 2016, 40,000,000 common shares, 10,000,000 Class A Preferred Shares and 0 Class B Preferred shares were issued and outstanding.

Professional and contractor expenses

ProfessionalDuring the three and contractor expenses are comprisedsix months ended June 30, 2017 and 2016, all respectively, the Company paid its CEO’s company $0 and $0 and $16,200 and $32,400 for contract management services. The Company also paid $0, $0, $0 and $8,383 for professional services to a relative of the followingCEO for development of the business plan in the nine-month periodthree and six months ended SeptemberJune 30, 2016:2017 and 2016, all respectively. Remaining professional fees pertained to administrative functions, such as accounting, performed by third parties.

Use of Estimates

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

Stock Based Compensation

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

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

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

In the last quarter of 2015 the Company issued 350,000 shares of stock to two contractors for past work. As the Company has issued no stock for cashor options during the Company valued the compensation based upon par value of $.001 per share resulting in a compensation expense of $35 per share in the period the stock was issued.

Stock option activity was as follows:

The following table presents information regardingsix and three months ended June 30, 2017 and 2016 and had no outstanding options outstanding and exercisable as of SeptemberJune 30, 2016:2017 or December 31, 2016.

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

Income Tax

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (“SFAS 109”).ASC 740, “Income Taxes.” Under SFAS 109ASC 740, deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Fiscal year

The Company employs a fiscal year ending December 31.

Net Income (Loss) per share

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

Revenue Recognition

The Company is currently pursuing new business opportunities and consequently has not produced revenues. The Should the Company generate revenues in the Development stage and has very limited revenues. Revenuefuture, it will be recognized on an accrual basis as earned once operations commence.recognize such revenues in accordance with ASC 606, “Contracts with Customers.”

Financial Instruments

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

Going Concern and Managements’Management’s Plans

As shown in the accompanying financial statements for the period ended Septemberas of June 30, 2016,2017, the Company had cash reserves of only $733, an accumulated deficit of $47,409, no history of generating revenue, and has a limitedincurred substantial operating history.losses, net of any non-cash GAAP- basis gains, such as extinguishment of debt.

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

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

Recent Accounting Pronouncements

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

Related Party Transactions

The Company pays its Chief Executive Officer, Paul Dickman through Mr. Dickman’s consulting company, Breakwater Finance, LLC. For the nine-month periodthree and six month periods ended SeptemberJune 30, 20162017 and June 30, 2015,2016, management fees were $48,600$0, $0, $16,200 and $48,600$32,400, all respectively. In

During the third quarter ofsix month period ended June 30, 2016, the Company issued 14,881,727 sharespaid $8,383 to the Company CEO as parta family member of the reorganization intoCEO for development of the Delaware Holding CorporationCompany’s previous business plan.

Subsequent Events

Subsequent to period endThe Company evaluates events and transactions after the balance sheet date but before the financial statements are issued.

In January 2018, the Company finalizedissued 125,000 shares of unrestricted stock to a reorganization into a Delaware holding corporation and changed its nameconsultant for professional services rendered.

As of the date of this filing, management determined there were no other events requiring adjustment to Southeastern Holdings, Inc. Additional information related to this transaction has been presentedor additional disclosure in our 8-K filed November 3, 2016.the financial statements.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

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

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

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

General

The CompanySafe Lane Systems, Inc. (“Safe Lane Systems”, “Safe Lane Systems,” “We,” “Us,” “Our,” or “Company” hereafter), was incorporated in the State of Colorado on September 10, 2013. We were originally formed to engage in Septemberthe sale of 2013.traffic safety equipment. We may also engage in any other business permitted by law, as designated by the Board of Directors of our Company.

The Company had minimal operations from inceptionredomiciled to become a Delaware Holding Corporation in September of 2016.

On September 22, 2016, the Company formed two wholly owned subsidiaries, SLS Industrial, Inc. and Southeastern Holdings, Inc. (both Delaware corporations).

On September 30, 2016, the Company merged with SLS Industrial, Inc., which became the surviving entity. SLS Industrial, Inc. and Southeastern Holdings, Inc. then restructured to a Delaware holdings structure, in which SLS Industrial, Inc., became a wholly owned subsidiary of Southeastern Holdings, Inc. The Companies restructured under a plan of merger and reorganization, in which the then-outstanding 25,118,273 shares of common stock, 10,000,000 shares of Class A Preferred Stock and 0 shares of Class B Preferred Stock would ultimately translate 1 for 1 to the same interests in Southeastern Holdings, Inc.

On December 31, 2015.1, 2016, the Company spun off its wholly owned subsidiary, SLS Industrial, Inc., leaving Southeastern Holdings as the only surviving entity. Immediately prior to the date of the spin-off, the subsidiary held fully impaired intellectual property and owed net liabilities of $527,270, comprised of $415,000 of convertible debt, $30,178 of accrued unpaid interest on that debt and $82,092 of accounts payable pertaining to professional fees. The Company effected the spinoff by transferring its entire equity interest in SLS Industrial, Inc. in exchange for assuming $40,000 of the outstanding accounts payable and issuing payment of $1,000 cash to the buyer. As a result, the Company recognized a debt extinguishment gain of $486,270 in 2016.

The Company is incurrently evaluating new business opportunities. Though the business of marketingcompany has not identified which opportunity it will pursue it is expected that it will by December 31, 2018.

Our Auditors have issued a going concern opinion and selling traffic safety equipment. We have licensed and sub-licensed I.P.the reasons noted for a spring traffic cone dispenser designed to protect highway workers, first responders to vehicle collisions and highway incidents, law enforcement personnel, towing operators, private and public utility workers, as well as pedestrians and motorists. Our flagship product, The Kone General Automatic Safety Cone Deployment System, isissuing the world’s first and only portable safety cone dispensing system. Safe D-Ploy Spring Conesopinion are patented MUTCD (Manual on Uniform Traffic Control Devices) compliant highway safety cones. However, due toour lack of successrevenues, insignificant cash compared to current liabilities and a lack of available capital. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. However, the above conditions raise substantial doubt about the Company’s ability to do so. New business opportunities may never emerge, and we may not be able to sufficiently fund the pursuit of new business opportunities should they arise.

As of June 30, 2017, we had approximately $733 in developing a market forcash on hand. Our current monthly cash burn rate is approximately $500, and it is expected that burn rate will continue until significant additional capital is raised and our current product we have fully impaired the intellectual propertymarketing plan is executed. While there is currently very modest cash burn, our trade creditors may call debts at any time, and license agreement andour cash reserves would not be sufficient to satisfy all balances. We are currently seekingdependent on minimal expenses to be covered by a new productloan or other cash infusion from the company’s chairman of the board and CEO, Mr. Dickman. There is no guarantee that this cash infusion will continue to take to market.be made.

We have begun initial minimal operations and are currently without revenue. We engaged a marketing consultant to develop a marketing and sales plan for both the spring traffic cone and our automatic traffic cone dispenser in 2015. We have engaged and are currently under agreement with a globally recognized manufacturer’s representation firm, The Johander Company of Minneapolis, to help guide us into retail markets, build a manufacturer’s representative network, and drive retail sales of our Spring Cone and Safe-D-ploy product accessories. Up to this point these efforts have not resulted in sustainable sales and the company is currently looking for additional product lines that it can add to its product offerings though none have been identified at this time.

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

During the 2016 fiscal year, we intend to focus our efforts on raising additional operating capital and finding additional business areas we can expand into.

Results of Operations

There were no revenues in the ninethree and six months ended SeptemberJune 30, 2017 or 2016.

Net losses decreased from $22,107 in the three month period ended June 30, 2016 and one sale resulting in revenue of $1,725to $285 in the similar calendarthree month period of 2015.

Expenses decreasedending June 30, 2017 and from $188,519$30,910 in the nine-monthsix month period ended SeptemberJune 30, 20152016 to $90,550$480 in the nine-monthsix month period ending Septemberended June 30, 2016. This decrease was2017. These decreases were primarily caused by a reduction in needs for professional services after the Company reducing professional fees and services while it determines its ongoing financing strategy.2016 spinoff.

Liquidity and Capital Resources

During the nine-monthssix months ended SeptemberJune 30, 20162017, the Company received $20,000 from the issuance of notes payableno funding, as compared to no funding duringthrough notes payable in the nine-monthssix months ended June 30, 2015. In addition the company received $7,500 from the issuance of convertible notes payable.2016.

During the twelve -monthsmonths ending SeptemberJune 30, 20172018 the Company estimates it will need approximately $250,000$20,000 to implement itspursue business plan.opportunities. Other than the foregoing, the Company does not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on sales, revenues or income from continuing operations, or liquidity and capital resources.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and is communicated to our management, including our Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of SeptemberJune 30, 2016,2017, our disclosure controls and procedures were not effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the NINE-monthsquarter ended SeptemberJune 30, 20162017 that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

Not required for smaller reporting companies.

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

None.

Item 3. Defaults Upon Senior Securities.

There have been no defaults upon senior securities.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

Item 6.  Exhibits

a.  Exhibits

* To be filed by amendment.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  November 23, 2016