Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - KUN DE INTERNATIONAL HOLDINGS INC. | Financial_Report.xls |
| EX-31.1 - SECURE LUGGAGE SOLUTIONS 10Q, CERTIFICATION 302, CEO - KUN DE INTERNATIONAL HOLDINGS INC. | secureluggageexh31_1.htm |
| EX-32.1 - SECURE LUGGAGE SOLUTIONS 10Q, CERTIFICATION 906, CEO - KUN DE INTERNATIONAL HOLDINGS INC. | secureluggageexh32_1.htm |
| EX-32.2 - SECURE LUGGAGE SOLUTIONS 10Q, CERTIFICATION 906, CFO - KUN DE INTERNATIONAL HOLDINGS INC. | secureluggageexh32_2.htm |
| EX-31.2 - SECURE LUGGAGE SOLUTIONS 10Q, CERTIFICATION 302, CFO - KUN DE INTERNATIONAL HOLDINGS INC. | secureluggageexh31_2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2011
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to __________
Commission file number: 333-162518
SECURE LUGGAGE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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68-0677444
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2375 East Camelback Road, 5th Floor, Phoenix, Arizona
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85016
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(Address of Principal executive offices)
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(Zip Code)
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(602) 387-4035
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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o |
Accelerated filer
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o | |
| Non-accelerated filer | o | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of shares outstanding of the registrant’s common stock as of August 12, 2011 was 20,647,000.
Table of Contents
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial information set forth below with respect to our statements of operations for the three and six month periods ended June 30, 2011 and 2010 is unaudited. This financial information, in the opinion of management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data. The results of operations for the three and six month periods ended June 30, 2011 are not necessarily indicative of results to be expected for any subsequent period.
Secure Luggage Solutions Inc.
(A Development Stage Company)
Unaudited Financial Statements
(Expressed in US Dollars)
June 30, 2011
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Secure Luggage Solutions Inc.
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||||||||
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(A Development Stage Company)
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||||||||
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Balance Sheets
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June 30,
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December 31,
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|||||||
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2011
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2010
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(Unaudited)
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ASSETS
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CURRENT ASSETS
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Cash and Cash Equivalents
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$ | 1,468 | $ | 39,047 | ||||
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Other receivable
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23,750 | - | ||||||
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Prepaid Expense
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6,961 | 3,750 | ||||||
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Total Current Assets
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32,179 | 42,797 | ||||||
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Prepayment for License Use Right
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- | 30,000 | ||||||
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License Use Right (Note 6)
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256,167 | - | ||||||
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Total Assets
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$ | 288,346 | $ | 72,797 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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CURRENT LIABILITIES
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Accounts Payable and Accrued Liabilities
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$ | 38,242 | $ | 11,250 | ||||
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Due to Related Parties
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119,224 | 51,548 | ||||||
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Total Current Liabilities
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157,466 | 62,798 | ||||||
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Total Liabilities
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157,466 | 62,798 | ||||||
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STOCKHOLDERS' EQUITY
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||||||||
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Authorized: 100,000,000 common shares with par value $0.001
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20,647 | 17,477 | ||||||
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20,000,000 preferred shares with par value of $0.001
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Issued and outstanding:
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20,647,000 and 17,477,000 Common Shares Issued and Outstanding,
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Nil Preferred Shares
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Share Subscription Received
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- | 231,000 | ||||||
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Shares to be Issued for Services
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- | 9,000 | ||||||
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Additional Paid-in Capital
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752,967 | 122,137 | ||||||
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Deferred Stock Compensation
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(36,000 | ) | - | |||||
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Deficit Accumulated during the Development Stage
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(606,734 | ) | (369,615 | ) | ||||
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Total Stockholders' Equity
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130,880 | 9,999 | ||||||
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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$ | 288,346 | $ | 72,797 | ||||
The accompanying notes are an integral part of these financial statements
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Secure Luggage Solutions Inc.
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(A Development Stage Company)
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Statements of Operations and Comprehensive Loss
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(Unaudited)
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||||||||||||||||||||
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Cumulative Amounts
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||||||||||||||||||||
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For the
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For the
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From Beginning of
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||||||||||||||||||
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Three Months Ended
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Six Months Ended
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Development Stage
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June 30,
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June 30,
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(December 4, 2008) to
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2011
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2010
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2011
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2010
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June 30, 2011
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REVENUES
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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OPERATING EXPENSES
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Professional Fees
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102,996 | 58,210 | 201,049 | 90,278 | 524,690 | |||||||||||||||
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Depreciation Expenses
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6,625 | - | 8,833 | - | 8,833 | |||||||||||||||
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G & A Expenses
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10,149 | 3,299 | 27,237 | 7,380 | 72,066 | |||||||||||||||
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Total Operating Expenses
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119,770 | 61,509 | 237,119 | 97,658 | 605,589 | |||||||||||||||
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LOSS FROM OPERATION AND BEFORE
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(119,770 | ) | (61,509 | ) | (237,119 | ) | (97,658 | ) | (605,589 | ) | ||||||||||
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OTHER INCOME ( EXPENSE )
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OTHER INCOME ( EXPENSE )
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Interest Expenses
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- | (269 | ) | - | (426 | ) | (1,145 | ) | ||||||||||||
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NET LOSS AND COMPREHENSIVE LOSS
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$ | (119,770 | ) | $ | (61,778 | ) | $ | (237,119 | ) | $ | (98,084 | ) | $ | (606,734 | ) | |||||
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NET LOSS PER SHARE-BASIC AND DILUTED
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$ | (0.01 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||||||
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WEIGHTED AVERAGE NUMBER OF COMMON
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||||||||||||||||||||
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SHARES OUTSTANDING - BASIC AND DILUTED
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20,647,000 | 17,477,000 | 19,612,580 | 17,477,000 | ||||||||||||||||
The accompanying notes are an integral part of these financial statements
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Secure Luggage Solutions Inc.
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(A Development Stage Company)
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Statements of Cash Flows
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(Unaudited)
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Cumulative Amounts
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For the
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From Beginning of
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|||||||||||
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Six Months Ended
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Development Stage
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June 30,
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(December 4, 2008) to
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2011
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2010
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June 30, 2011
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net Loss
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$ | (237,119 | ) | $ | (98,084 | ) | $ | (606,734 | ) | |||
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Adjustments to Reconcile Net Loss to Net Cash Used
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by Operating Activities:
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Share issued for services
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72,000 | - | 102,000 | |||||||||
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Deferred stock compensation
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(36,000 | ) | (36,000 | ) | ||||||||
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Interest Imputed for non-interest bearinglLoans
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- | 426 | 728 | |||||||||
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Depreciation
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8,833 | - | 8,833 | |||||||||
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Changes in assets and liabilities:
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Receivable and prepayments
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(26,961 | ) | 9,975 | (30,711 | ) | |||||||
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Prepayment for license use right
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30,000 | - | ||||||||||
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Accounts payable and other liabilities
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26,992 | (7,590 | ) | 38,242 | ||||||||
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Due to related party
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67,676 | 80,506 | 119,224 | |||||||||
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Net Cash Used by Operating Activities
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(94,579 | ) | (14,767 | ) | (404,417 | ) | ||||||
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Changes in Investing Activity
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Acquistion of License Use Right Paid by Cash
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(30,000 | ) | - | (30,000 | ) | |||||||
| - | ||||||||||||
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Net Cash Used by Investing Activities
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(30,000 | ) | - | (30,000 | ) | |||||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Changes in Financing Activities
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Share issued for cash
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318,000 | - | 491,885 | |||||||||
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Share subscription received
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(231,000 | ) | - | |||||||||
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Promissory note payable
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- | - | 10,000 | |||||||||
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Proceeds from issuance of convertible notes payable
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- | - | (10,000 | ) | ||||||||
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Share holder loan
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10,000 | |||||||||||
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Share issue cost
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- | - | (56,000 | ) | ||||||||
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Net Cash Provided by Financing Activities
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87,000 | 10,000 | 435,885 | |||||||||
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NET CHANGE IN CASH
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(37,579 | ) | (4,767 | ) | 1,468 | |||||||
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CASH AT BEGINNING OF PERIOD
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39,047 | 5,626 | - | |||||||||
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CASH AT END OF PERIOD
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$ | 1,468 | $ | 859 | $ | 1,467 | ||||||
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SUPPLEMENTAL DISCLOSURES
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Cash Paid for:
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Interest
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$ | - | $ | - | $ | 416 | ||||||
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Income Taxes
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$ | - | $ | - | $ | - | ||||||
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Non-Cash Paid for:
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Share Issued for Services
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$ | 72,000 | $ | - | $ | 102,000 | ||||||
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Share issued for License Use Right
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$ | 235,000 | $ | - | $ | 235,000 | ||||||
The accompanying notes are an integral part of these financial statements
6
Secure Luggage Solutions Inc.
(A Development Stage Company)
Condensed Notes to Financial Statements
For the Three and Six Months ended June 30, 2011 and 2010
(Unaudited)
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1.
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BASIS OF PRESENTATION
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The accompanying unaudited interim financial statements, expressed in US dollars, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, stockholders’ deficit or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on 10K/A, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended December 31, 2010. The interim results for the six month period ended June 30, 2011 are not necessarily indicative of the results for the full fiscal year.
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2.
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NATURE OF BUSINESS
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The accompanying financial statements represent the accounts of Secure Luggage Solutions Inc., incorporated in the State of Delaware on December 4, 2008. The Company is a development stage company in the business of luggage wrap. Luggage wrap is a product that is applied to checked luggage in a retail kiosk with the passenger present. The Company’s product is a plastic covering applied by a machine. The Company intends to offer our luggage wrap product to passengers at pre check-in areas of airports. As of the date of this filing, the Company has not entered into a license agreement with any airport that would allow it to offer its luggage wrap product on airport premises. The Company continues to actively promote its luggage wrap services to carriers, airport management and other parties operating within the Vancouver International Airport, which the Company has identified as a target location to begin its operations.
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3.
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GOING CONCERN
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These financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated any revenues since inception, and further significant losses are expected to be incurred in its development stage. The Company will depend almost exclusively on outside capital through the issuance of common shares, and advances or loans from related parties to finance ongoing operations. The ability of the Company to continue as a going concern is dependent on raising additional capital and ultimately on generating future profitable operations. There can be no assurance that the Company will be able to raise the necessary funds when needed to finance its ongoing costs. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.
The Company will require additional funding during the next twelve months to finance the growth of its current operations and achieve its strategic objectives. Management is actively pursuing additional sources of financing sufficient to generate enough cash flow to fund its operations through 2011. However management cannot grant any assurances that such financing will be secured.
Information on the Company’s working capital deficiency is:
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June 30, 2011
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December 31, 2010
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Working capital deficiency
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$ | 125,287 | $ | 20,001 | ||||
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Deficit
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$ | 606,734 | $ | 369,615 | ||||
7
Secure Luggage Solutions Inc.
(A Development Stage Company)
Condensed Notes to Financial Statements
For the Three and Six Months ended June 30, 2011 and 2010
(Unaudited)
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4.
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NEW ADOPTED ACCOUNTING POLICIES
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Intangible assets represent production technology, licenses and permits for the production and sales of luggage wrap and are amortized on a straight-line basis over useful life.
Intangible assets are tested for impairment whenever events or circumstances indicated that a carrying amount may not be recoverable. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted cash flows. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is determined using a discounted cash flow analysis.
In February 2010, the FASB issued ASC No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements”, which eliminates the requirement for SEC filers to disclose the date through which an entity has evaluated subsequent events. The Company adopted ASC No. 2010-09 on January 1, 2011. The adoption does not have material impact on the Company’s financial statements.
In April 2010, the FASB codified the consensus reached in Emerging Issues Task Force Issue No. 08-09, “Milestone Method of Revenue Recognition.” FASB ASU No. 2010-17 “Revenue Recognition – Milestone Method (Topic 605)” provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. The adoption does not have a material impact on its financial position or results of operations.
In April 2010, the FASB issued ASU 2010-13, “Compensation - Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades,” or ASU 2010-13. This ASU provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The adoption does not have a material impact on its financial position or results of operations.
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5.
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NEW ACCOUNTING PRONOUNCEMENTS
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Other accounting pronouncements that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.
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6.
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LICENSE USE RIGHT
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On November 7, 2010, the Company entered into an Exclusive License Agreement (the “Agreement”) with Secure Luggage Systems Inc. (“SL Systems”) for a five-year term from signing date of the Agreement. The SL Systems agreed to appoint the Company as the representative of the baggage wrapping systems (the “Wrapping Systems”) developed by SL Systems and protected by US Patent #5,890,345 and Canadian Patent #CA 2,162,637, for the marketing rights and manufacturing rights of the Wrapping Systems. The Company is subject to a royalty fee of ten percent (10%) of gross revenue and additional ten percent (10%) of manufacturing cost. Per the Agreement, the Company agreed to pay $500,000 in total including $30,000 in cash and 1,175,000 common shares of the Company, at the higher value of $0.40 per share or the market closing price per share, as of the closing date of the “Agreement”. The payment of the shares shall be under Regulation “S” of the Securities Act and are restricted for six (6) months from date of issue or until such securities are cleared by registration statement filed with the SEC. The Company also grants “piggy back” registration rights on 600,000 shares of the total 1,175,000 restricted common shares.
8
Secure Luggage Solutions Inc.
(A Development Stage Company)
Condensed Notes to Financial Statements
For the Three and Six Months ended June 30, 2011 and 2010
(Unaudited)
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6.
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LICENSE USE RIGHT (cont’d…)
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This Agreement shall automatically be deemed extended for an additional five (5) year term upon expiry of the first five (5) year term, as long as the Company is not in default and successive terms upon mutual agreement by both parties. As of June 30, 2011, the Company paid $30,000 in cash to SL Systems and issued 1,175,000 shares of the Company’s common share. These shares were valued at $0.20 per share for a total amount of $235,000. The license use right is amortized over a straight line basis over the useful life of 10 years.
For the periods ended June 30, 2011 and 2010, depreciation expense totaled $8,833 and $Nil, respectively.
License use right consisted of the following at June 30, 2011 and December 31, 2010:
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June 30,
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December 31,
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|||||||
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2011
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2010
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|||||||
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License use right
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$ | 265,000 | $ | - | ||||
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Less: accumulated depreciation
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(8,833 | ) | - | |||||
| $ | 256,167 | $ | - | |||||
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7.
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CAPTIAL STOCK
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Authorized
100,000,000 common shares with a par value of $0.001 per common share and 20,000,000 preferred shares with par value of $0.001.
On April 4, 2011, holders of a majority of the shares of common stock acted by written consent in lieu of a special meeting of shareholders to adopt and approve an amendment to the Certificate of Incorporation to increase the number of authorized common stock from 25,000,000 to 100,000,000 with a par value of $0.001 per common share and creation of 20,000,000 shares of preferred stock with a par value of $0.001. The effective date of the amendment is April 5, 2011. Such amendment is retrospective reflected in the financial statements.
Issued and outstanding:
On February 28, 2011, the Company issued 120,000 shares at $0.20 per share for corporate accounting and management services to be provided by a related party over a period from January 2011 to December 2011.
On February 28, 2011, the Company issued 1,155,000 shares of the common stock of the Company at $0.20 per share for the $226,000 share subscription received in September 2010 and $5,000 received in 2009.
On February 28, 2011, the Company issued 1,175,000 shares of the common stock of the Company for the license use right valued at $0.20 per share or $235,000. The Company also issued 45,000 shares at 0.20 per share or $9,000 for service received in prior year.
On February 28, 2011 the Company issued 235,000 shares of the common stock of the Company for cash valued at $0.20 per share or $47,000.
On February 28, 2011, the Company issued 200,000 shares of the common stock of the Company for cash valued at $0.20 per share or $40,000.
On February 28, 2011, the Company issued 120,000 shares of the common stock of the Company for services over twelve month period valued at $0.20 per share or $24,000.
On March 1, 2011, the Company issued 120,000 shares of the common stock of the Company for services over twelve month period valued at $0.20 per share or $24,000.
9
Secure Luggage Solutions Inc.
(A Development Stage Company)
Condensed Notes to Financial Statements
For the Three and Six Months ended June 30, 2011 and 2010
(Unaudited)
|
7.
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CAPTIAL STOCK (cont’d…)
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Stock Option
On March 31, 2011, the board directors of the Company approved the adoption of the 2011 Stock Option Plan which permits the Company to grant up to 3,000,000 stock options to directors, officers, employees and consultants of the Company. As of June 30, 2011, no stock options have been granted.
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8.
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RELATED PARTY TRANSACTIONS
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During the six months ended June 30, 2011, the Company was charged $95,275 (June 30, 2010 – $48,000) for management fees by companies owned by the CEO and CFO of the Company. ,
As of June 30, 2011, $30,000 (December 31, 2010 - $30,000) was paid and 1,175,000 (December 31, 2010 - Nil) shares of the Company’s common stock valued at $235,000 were issued to SLS systems per the Exclusive License Agreement for the usage of patents and intellectual property (see Note 10). On April 28, 2011, the CEO of the Company surrendered his shares in SLS systems. As a result, Secure Luggage Systems is no longer a related party effective April 28, 2011.
The President and CEO of the Company, as well as the company controlled by CEO, advanced funds to the Company for operating expenses and management fees. As at June 30, 2011 and December 31, 2010, the balance due to related parties is $119,224 and $51,548, respectively. The amounts due to related parties are unsecured, non-interest bearing and have no specific terms of repayment.
Also see Note 7 and 10.
Related party transactions are in the normal course of operations, occurring on terms and conditions that are similar to those of transactions with unrelated parties and, therefore, are measured at the exchange amount.
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9.
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FAIR VALUE MEASUREMENTS AND FINANCIAL INTRUMENTS
|
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
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●
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Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities
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●
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Level 2 – inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
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●
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Level 3 – inputs that are not based on observable market data.
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The Company’s financial instruments include cash and cash equivalents, accounts payable and accrued liabilities, and due to related parties. The fair value of our cash and cash equivalents is determined based on “Level 1” inputs. Fair values were assumed to approximate carrying values for these financial instruments due to their short-term nature. Management is of the opinion that the Company is not exposed to significant interest, credit or currency risks arising from these financial instruments.
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10.
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COMMITMENTS
|
Office Lease Agreement
On December 4, 2008, the Company has entered into a virtual office lease agreement with a third-party at a cost of $225 plus expenses occurred per month expiring July 31, 2009. Per the lease agreement, the lease will be automatically extended without 90 days advanced notice. As of June 30, 2011, the lease has been extended to July 31, 2012.
10
Secure Luggage Solutions Inc.
(A Development Stage Company)
Condensed Notes to Financial Statements
For the Three and Six Months ended June 30, 2011 and 2010
(Unaudited)
|
10.
|
COMMITMENTS (cont’d…)
|
Transfer Agent Agreement
On June 28, 2010, the Company entered into a transfer agent agreement with Island Stock Transfer to appoint it as its transfer agent, warrant agent, and registrar for the common stock of the Company. As of June 30, 2011, the Company has paid $7,500 to Island Stock Transfer and is subject to a monthly payment of $200 for its ongoing services
Service Agreement
On February 14, 2011, the Company entered into a service agreement with Chenergy Service Inc. (“Chenergy”), a consulting company controlled by the CFO of the Company. The Company agreed to pay Chenergy $1,500 per month for accounting services and $4,000 per month for management services, of which $2,000 is paid by cash and the other $2,000 represents 10,000 common shares to be issued at $0.20 per share. 120,000 shares over a twelve (12) month period from January 1, 2011 through December 31, 2011 for a total value of US$24,000 were issued on February 28, 2011, as a result, $12,000 has been recorded as deferred stock compensation as of June 30, 2011. As of June 30, 2011, the Company paid $8,695 and accrued $14,748 for services provided by Chenergy.
Consulting Services Agreements
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|
a)
|
On February 28, 2011, the Company entered into a service agreement with Internet-IR Services Inc. (“Internet-IR”), a company organized under the laws of the State of Nevada, effective January 1, 2011. The Company agreed to pay Internet-IR $4,000 per month for corporate development and acquisition services and of which $2,000 is paid by cash and the other $2,000 is paid by 10,000 common shares issued at $0.20 per share, totaling 120,000 shares over a twelve (12) month period from January 1, 2011 through December 31, 2011, for a total value of US$24,000. As of June 30, 2011, the Company issued 120,000 common stocks, of which $12,000 is recorded in stock based compensation. As of June 30, 2011, the Company paid $4,000 in cash, and accrued $8,000.
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|
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b)
|
The Company entered into a consulting service agreement with Mr. James Westmacott (“consultant”), the principal of Air Consult Associates, an unrelated Washington company on February 28, 2011, effective January 1, 2011. The Company agreed to pay the consultant $4,000 per month for business development and marketing of the Company’s baggage wrap business and of which $2,000 is paid by cash and the other $2,000 were paid by 10,000 common shares issued at $0.20 per share or $2,000, totaling 120,000 shares over a twelve month period from January 1, 2011 through December 31, 2011, for a total value of US$24,000. As of June 30, 2011, the Company issued 120,000 common stocks, of which $12,000 is recorded in stock based compensation. As of June 30, 2011, the Company paid $5,500 in cash, and accrued $6,500.
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|
11.
|
SUBSEQUENT EVENTS
|
On July 18, 2011, the Company entered into a Share Purchase and Exchange Agreement with CDS Contact Delivery Services Ltd. d.b.a. Priority Baggage (“Priority Baggage”), a BC Corporation, and Neil Saunders Holdings Inc., the sole shareholder of Priority Baggage. Pursuant to the agreement, the Company agreed to pay $675,000 and to issue 1,250,000 common shares of the Company, at a deemed value of $0.30 per share or $1,050,000, closing within 60 days and is subject to a number of conditions, including the production of satisfactory financial information by Priority Baggage and the satisfactory completion of due diligence by the parties. The Priority Baggage will become a wholly owned subsidiary of the Company on the completion of the transaction. As an additional condition of the agreement, the Company agreed to enter in a consulting agreement with Neil Saunders, the principal executive officer of Priority Baggage, whereby Mr. Saunders will provide consulting service to the Company for a period of twelve (12) months in consideration of 164,000 common shares of the Company, effective on the closing date.
11
Secure Luggage Solutions Inc.
(A Development Stage Company)
Condensed Notes to Financial Statements
For the Three and Six Months ended June 30, 2011 and 2010
(Unaudited)
|
11.
|
SUBSEQUENT EVENTS (cont’d…)
|
On July 19, 2011, the Company received an advance of $1,031 from a company owned by CEO and President of the Company for operations. It is unsecured, non-interest bearing and due on demand.
Secured Luggage Solutions Inc. has evaluated subsequent events for the period June 30, 2011 through the date the financial statements were issued, and concluded there were no other events or transactions occurring during this period that required recognition or disclosure in its financial statements.
In this report references to “SLS”, “Secure Luggage,” “our company” “we,” “us,” and “our” refer to Secure Luggage Solutions Inc.
FORWARD LOOKING STATEMENTS
The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as “may,” “expect,” “believe,” “anticipate,” “intend,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We are a development stage company in the business of luggage wrap. Luggage wrap is a product that is applied to checked luggage in a retail kiosk with the passenger present. Our product is a plastic covering applied by a machine. We intend to offer our luggage wrap product at pre check-in areas of airports to passengers that choose to utilize luggage wrap. As of the date of this filing, we have not entered into any licence agreements with airports that would allow us to offer our luggage wrap product at pre check-in areas of airports. We continue to actively promote our luggage wrap services to carriers, airport management and other parties operating within the Vancouver International Airport, which is our initial marketing target we have identified to begin our operations.
On November 7, 2010, we entered into an exclusive license agreement with Secure Luggage Systems Inc., an Alberta registered privately held corporation. The agreement is for a period of five years. Pursuant to the agreement, the licensor has agreed to appoint our company as the representative of the baggage wrapping systems developed by the licensor and protected by US Patent #5,890,345 and Canadian Patent #CA 2, 162,637, for the marketing rights and manufacturing rights of the wrapping systems. We will be subject to royalty fees of 10% of gross revenue and an additional 10% of manufacturing cost. Further, upon the signing of the agreement, we agreed to pay $500,000, to be paid by $30,000 in cash and 1,175,000 common shares of our company, at the higher value of $0.40 per share or the market closing price per share, as of the closing date of the agreement. We will grant “piggy back” registration rights on 600,000 shares of the total 1,175,000 restricted common shares. This agreement shall automatically be deemed extended for an additional five year term upon expiry of the first five year term, so long as we are not in default and successive terms upon mutual agreement by both parties. As of June 30, 2011 we paid $30,000 in cash to the licensor and issued 1,175,000 shares of our common stock valued at $235,000 pursuant to the agreement for the payments in full.
On July 18, 2011, our company entered into a share purchase and exchange agreement with CDS Contact Delivery Services Ltd. d.b.a. Priority Baggage, a BC Corporation, and Neil Saunders Holdings Inc., the sole shareholder of Priority Baggage. Pursuant to the agreement, we agreed to pay $675,000 and to issue 1,250,000 common shares of our company, at a deemed value of $0.30 per share or $1,050,000, closing within 60 days, is subject to a number of conditions, including the production of satisfactory financial information by Priority Baggage and the satisfactory completion of due diligence by the parties. The Priority Baggage will become a wholly owned subsidiary of our company on the completion of the transaction. As an additional condition of the agreement, we agreed to enter in a consulting agreement with Neil Saunders, the principal executive officer of Priority Baggage, whereby Mr. Saunders will provide consulting service to our company for a period of 12 months in consideration of 164,000 common shares of our company, effective on the closing date.
On July 19, 2011, we received an advance of $1,031 from a company owned by CEO and President of our company for operations. It is unsecured, non-interest bearing and due on demand.
Our challenge for the next twelve months will be to obtain financing to assist the development of markets for our luggage wrap product at commercially viable locations and then market the luggage wrap product to customers.
We may be unable to raise the financing to develop our intended markets, obtain licence agreements with targeted airports, operate in commercially viable locations or our product of wrapping bags may be too narrowly focused to satisfy the needs of the market. In that case, our company may have to research and develop other applications or we may need to abandon our business plans.
Results of Operations
The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended June 30, 2011 which are included herein.
Three Months Ended June 30, 2011 compared to Three Months Ended June 30, 2010
Our operating results for the three months ended June 30, 2011, for the three months ended June 30, 2010 and the changes between those periods for the respective items are summarized as follows:
|
Three Months Ended
June 30, 2011
|
Three Months Ended June 30, 2010
|
Change Between
Three Month Period Ended
June 30, 2011
and 2010
|
||||||||||
|
Revenue
|
$ | Nil | $ | Nil | $ | Nil | ||||||
|
Professional fees
|
$ | 102,996 | $ | 58,210 | $ | 44,786 | ||||||
|
Depreciation expense
|
$ | 6,625 | Nil | $ | 6,625 | |||||||
|
General and administrative
|
$ | 10,149 | $ | 3,299 | $ | 6,850 | ||||||
|
Interest expense
|
$ | Nil | $ | 269 | $ | (269 | ) | |||||
|
Net Income (Loss)
|
$ | (119,770 | ) | $ | (61,778 | ) | $ | (57,992 | ) | |||
Our financial statements report a net loss of $119,770 for the three month period ended June 30, 2011 compared to a net loss of $61,778 for the three month period ended June 30, 2010. Our losses have increased by $57,992 primarily as a result of an increase in professional fees, depreciation expense and general and administrative expenses.
Six Months Ended June 30, 2011 compared to Six Months Ended June 30, 2010
Our operating results for the six months ended June 30, 2011, for the six months ended June 30, 2010 and the changes between those periods for the respective items are summarized as follows:
|
Six Months Ended
June 30, 2011
|
Six Months Ended June 30, 2010
|
Change Between
Six Month Period Ended
June 30, 2011
and 2010
|
||||||||||
|
Revenue
|
$ | Nil | $ | Nil | $ | Nil | ||||||
|
Professional fees
|
$ | 201,049 | $ | 90,278 | $ | 110,771 | ||||||
|
Depreciation expense
|
$ | 8,833 | Nil | $ | 8,833 | |||||||
|
General and administrative
|
$ | 27,237 | $ | 7,380 | $ | 19,857 | ||||||
|
Interest expense
|
$ | Nil | $ | 426 | $ | (426 | ) | |||||
|
Net Income (Loss)
|
$ | (237,119 | ) | $ | (98,084 | ) | $ | (139,035 | ) | |||
Our financial statements report a net loss of $237,119 for the six month period ended June 30, 2011 compared to a net loss of $98,084 for the six month period ended June 30, 2010. Our losses have increased by $139,035 primarily as a result of an increase in professional fees, depreciation expense and general and administrative expenses.
Revenues
We have not earned any revenues since our inception.
Liquidity and Financial Condition
As of June 30, 2011, our total current assets were $32,179 (December 31, 2010, $42,797) and our total current liabilities were $157,466 (December 31, 2010, $62,798) and we had a working capital deficit of $125,287 (December 31, 2010, $20,001). Our financial statements report a net loss of $237,119 for the six month period ended June 30, 2011 (2010, $98,084), and a net cumulative loss of $606,734 (December 31, 2010, $369,615) for the period from December 4, 2008 (date of inception) to June 30, 2011.
We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed. In this regard we have raised additional capital through equity offerings and loan transactions.
|
Cash Flows
|
As at
June 30,
|
|||||||
|
2011
|
2010
|
|||||||
|
Net Cash (Used) Provided by Operating Activities
|
$ | (94,579 | ) | $ | (14,767 | ) | ||
|
Net Cash Used In Investing Activities
|
$ | (30,000 | ) | $ | Nil | |||
|
Net Cash Provided by Financing Activities
|
$ | 87,000 | $ | 10,000 | ||||
|
Cash Increase (Decrease) During The Period
|
$ | (37,579 | ) | $ | (4,767 | ) | ||
We had cash and cash equivalents in the amount of $1,468 as of June 30, 2011 as compared to $39,047 as of December 31, 2010. We had a working capital deficiency of $125,287 as of June 30, 2011 compared to working capital deficiency of $20,001 as of December 31, 2010.
Our principal sources of funds have been from sales of our common stock.
Contractual Obligations
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
Off-balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company”, we are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our president and chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) as appropriate, to allow timely decisions regarding required disclosure, covered by this quarterly report, being June 30, 2011. This evaluation was carried out under the supervision and with the participation of our management, including our president and chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer). Based upon that evaluation, our president and chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures are not effective.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2011 that have materially or are reasonably likely to materially affect our internal controls over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS
We are a developmental stage company with no history of operations and may never become profitable.
If we are unable to fund the development of our business plan and the lack of revenues for continued growth may cause us to delay our business development. At June 30, 2011 we had negative cash flows from operating activities and we will require additional financing to fund our long-term cash needs. We may be required to rely on debt financing, loans from related parties, and private placements of our common stock for that additional funding. Such funding sources may not be available, or the terms of such funding sources may not be acceptable to our company. If we are unable to find such funding it could have a material adverse effect on our ability to continue as a going concern.
Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could lead to loss of investor confidence in our reported financial information.
If we fail to achieve and maintain the adequacy of our internal control over financial reporting, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act (“Section 404"). Effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, then our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. [REMOVED AND RESERVED]
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
|
Exhibit
Number
|
Description
|
|
(3)
|
Articles of Incorporation and By-laws
|
|
3.1
|
Certificate of Incorporation (incorporated by reference from our Registration Statement on Form S-1 filed on October 16, 2009)
|
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3.2
|
Bylaws (incorporated by reference from our Registration Statement on Form S-1 filed on October 16, 2009)
|
|
3.3
|
Certificate of Amendment (incorporated by reference from our Current Report on Form 8-K filed on April 5, 2011)
|
|
(10)
|
Material Contracts
|
|
10.1
|
Agency Fee Agreement with AMF Services Inc. dated July 15, 2009 (incorporated by reference from our Registration Statement on Form S-1 filed on October 16, 2009)
|
|
10.2
|
Consulting Services Agreement with Warren Turner d.b.a. Turner Key Consulting (incorporated by reference from our Registration Statement on Form S-1 filed on October 16, 2009)
|
|
10.3
|
Consulting Services Agreement with James Westmacott d.b.a. Air Consult Associates dated June 29, 2009 (incorporated by reference from our Registration Statement on Form S-1 filed on October 16, 2009)
|
|
10.4
|
Consulting Services Agreement with James Westmacott d.b.a. Air Consult Associates dated November 17, 2009 (incorporated by reference from our Registration Statement on Form S-1/A filed on January 8, 2010)
|
|
10.5
|
Consulting Agreement with Moody Capital, LLC and Moody Capital Solutions Inc. dated December 22, 2009 (incorporated by reference from our Registration Statement on Form S-1 filed on April 14, 2010)
|
|
10.6
|
Exclusive License Agreement with Secure Luggage Systems Inc. dated November 7, 2010 (incorporated by reference from our Current Report on Form 8-K filed on November 15, 2010)
|
|
10.7
|
Services Agreement with Chenergy Service Inc. dated February 14, 2011 (incorporated by reference from our Current Report on Form 8-K filed on February 17, 2011)
|
|
10.8
|
2011 Stock Option Plan dated March 31, 2011 (incorporated by reference from our Current Report on Form 8-K filed on April 6, 2011)
|
|
10.9
|
Form of Stock Option Agreement (incorporated by reference from our Current Report on Form 8-K filed on April 6, 2011)
|
|
10.10
|
Share Purchase and Exchange Agreement with CDS Contact Delivery Services Ltd. d.b.a. Priority Baggage and Neil Saunders Holdings Inc. dated July 18, 2011 (incorporated by reference from our Current Report on Form 8-K filed on July 21, 2011)
|
|
(31)
|
Section 302 Certifications
|
|
(32)
|
Section 906 Certifications
|
* Filed herewith.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
SECURE LUGGAGE SOLUTIONS INC.
|
||
|
(Registrant)
|
||
|
Dated: August 12, 2011
|
/s/ Donald G. Bauer
|
|
|
Donald G. Bauer
|
||
|
President, Chairman, Chief Executive Officer and Director
|
||
|
(Principal Executive Officer,)
|
||
|
Dated: August 12, 2011
|
/s/ Cherry Cai
|
|
|
Cherry Cai
|
||
|
Chief Financial Officer
|
||
|
(Principal Financial Officer and Principal Accounting Officer)
|
19