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SFBR > SEC Filings for SFBR > Form 10-Q on 23-Sep-2013All Recent SEC Filings

Show all filings for SAFEBRAIN SYSTEMS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for SAFEBRAIN SYSTEMS, INC.


23-Sep-2013

Quarterly Report


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.


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.


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.


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.

                            Estimated       Estimated
Activity                 Completion Date       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.


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.


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