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EX-31 - EXHIBIT 31 - SOBR Safe, Inc.form10qexh31may-12.txt
EX-32 - EXHIBIT 32 - SOBR Safe, Inc.form10qexh32may-12.txt

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

                                    FORM 10-Q

     [x] Quarterly Report Pursuant To Section 13 or 15(d) of The Securities
                              Exchange Act Of 1934

                  For the quarterly period ended March 31, 2012

        [ ] Transition Report Under Section 13 or 15(d) of The Securities
                              Exchange Act Of 1934

                  For the transition period from __________ to __________

                        Commission File Number: 000-53316

                                TRANSBIOTEC, INC.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                    26-0731818
    -------------------------------            ----------------------------
 (State or other jurisdiction                       (I.R.S. Employer
     of incorporation or                            Identification No.)
        organization)

                        3030 Old Ranch Parkway, Suite 350
                              Seal Beach, CA 90740
                          ---------------------------
          (Address of principal executive offices, including Zip Code)

                                 (562) 280-0483
                           -------------------------
                (Issuer's telephone number, including area code)


Check whether the issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [x] No [ ]

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 (ss.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 [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions of "large accelerated filer," "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.

Large accelerated filer      [ ]             Accelerated filer          [ ]

Non-accelerated filer        [ ]             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 [ ] No [X]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  27,887,518 shares of common stock as
of April 30, 2012.




Transbiotec, Inc. (A Development Stage Company) CONSOLIDATED BALANCE SHEETS Mar. 31, 2012 (unaudited) Dec. 31, 2011 -------------- ------------- ASSETS Current assets Cash $ 126 $ 108,019 Due from Triumph Capital 100 100 Prepaid expenses 2,420 192 ---------- ---------- Total current assets 2,646 108,311 ---------- ---------- Fixed assets - net 1,950 1,132 ---------- ---------- Total Assets $ 4,596 $ 109,443 ========== ========== LIABILITIES & STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 214,420 $ 207,660 Accrued interest payable 117,341 87,411 Notes payable - current - related parties 191,260 191,260 Notes payable - current 106,136 86,000 Notes payable - 8% Debenture 30,000 30,000 Related party payables 274,625 288,448 Other payables 158,006 158,006 ---------- ---------- Total current liabilties 1,091,788 1,048,785 ---------- ---------- Notes payable - related parties 549,263 549,263 ---------- ---------- Total Liabilities 1,641,051 1,598,048 ---------- ---------- Stockholders' Equity Common stock, $.00001 par value; 100,000,000 shares authorized; 27,887,518 and 25,471,672 shares issued and outstanding at March 31, 2012 and December 31, 2011 respectively. 279 254 Additional paid in capital 11,200,941 9,266,959 Deficit accumulated during the development stage (12,799,549) (10,720,938) ---------- ---------- Total Imagine Media, Ltd. stockholders' equity (1,598,329) (1,453,725) Noncontrolling interest (38,126) (34,880) ---------- ---------- Total Stockholders' Equity (1,636,455) (1,488,605) ---------- ---------- Total Liabilities and Stockholders' Equity $ 4,596 $ 109,443 ========== ========== The accompanying notes are an integral part of the consolidated financial statements. 2
Transbiotec, Inc. (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Period From For Three Months Ended July 19, 2004 March 31, (Inception) To 2012 2011 Mar. 31, 2012 --------------- ----------- ------------------ Revenues $ - $ - $ - --------------- ----------- ------------------ - - - --------------- ----------- ------------------ Operating expenses: Amortization & depreciation 152 699 75,895 General and administrative 2,031,147 119,733 11,712,386 --------------- ----------- ------------------ 2,031,299 120,432 11,788,281 --------------- ----------- ------------------ Gain (loss) from operations (2,031,299) (120,432) (11,788,281) --------------- ----------- ------------------ Other income (expense): Gain on sale of fixed asset 4,790 - 4,790 Interest expense (35,212) (86,007) (1,010,010) Interest expense - beneficial conversion feature (20,136) - (90,136) --------------- ----------- ------------------ (50,558) (86,007) (1,095,356) --------------- ----------- ------------------ Income (loss) before provision for income taxes (2,081,857) (206,439) (12,883,637) Provision for income tax - - - --------------- ----------- ------------------ Net income (loss) (2,081,857) (206,439) (12,883,637) Less: Net (income) loss attributable to noncontrolling interest 3,246 - 84,088 --------------- ----------- ------------------ Net income (loss) attributable to Imagine Media, Ltd. $(2,078,611) $ (206,439) $ (12,799,549) =============== =========== ================== Net income (loss) per share (Imagine Media, Ltd.)(Basic and fully diluted) $ (0.08) $ (0.02) =============== =========== Weighted average number of common shares outstanding 25,496,925 12,910,083 =============== =========== The accompanying notes are an integral part of the consolidated financial statements. 3
Transbiotec, Inc. (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Period From July 19, 2004 For Three Months Ended (Inception) March 31, To 2012 2011 Mar. 31, 2012 ---------------- ------------ ---------------- Cash Flows From Operating Activities: Net income (loss) $ (2,078,611) $ (206,439) $ (12,880,391) Adjustments to reconcile net loss to net cash provided by (used for) operating activities: Amortization & depreciation 152 699 75,895 Compensatory equity issuances 1,888,871 - 8,228,188 Asset write offs 850 - 38,363 Accrued payables 17,293 186,402 2,016,795 Gain on sale of fixed asset (4,790) - (4,790) Note pay. benefical conversion expense 20,136 - 293,700 Original issue discount - interest expense - - 40,000 ---------------- ------------ ---------------- Net cash provided by (used for) operating activities (156,099) (19,338) (2,192,240) ---------------- ------------ ---------------- Cash Flows From Investing Activities: Proceeds received on sale of fixed asset 4,790 - 4,790 Fixed asset purchases (970) - (77,845) ---------------- ------------ ---------------- Net cash provided by (used for) investing activities 3,820 - (73,055) ---------------- ------------ ---------------- (Continued On Following Page) The accompanying notes are an integral part of the consolidated financial statements. 4
Transbiotec, Inc. (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Continued From Previous Page) Period From July 19, 2004 For Three Months Ended (Inception) March 31, To 2012 2011 Mar. 31, 2012 ------------------ ------------ ---------------- Cash Flows From Financing Activities: Notes & loans payable - borrowings 19,386 2,845 875,647 Notes & loans payable - payments - (4,000) (38,726) Repurchase of equity - - (250,000) Equity issuances 25,000 - 1,678,500 ------------------ ------------ ---------------- Net cash provided by (used for) financing activities 44,386 (1,155) 2,265,421 ------------------ ------------ ---------------- Net Increase (Decrease) In Cash (107,893) (20,493) 126 Cash At The Beginning Of The Period 108,019 30,695 - ------------------ ------------ ---------------- Cash At The End Of The Period $ 126 $ 10,202 $ 126 ================== ============ ================ Schedule Of Non-Cash Investing And Financing Activities Compensatory equity issuances $ 1,888,871 $ - $ 8,228,188 Debt converted to capital $ - $ - $ 1,487,875 Supplemental Disclosure Cash paid for interest $ 4,500 $ - $ 11,735 Cash paid for income taxes $ - $ - $ - The accompanying notes are an integral part of the consolidated financial statements. 5
Transbiotec, Inc. (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Imagine Media, LTD. was incorporated in August 2007 in the State of Delaware. TransBioTec Inc. was formed in the state of California in July 2004. Effective September 19, 2011 Imagine Media, LTD. was acquired by TransBioTec, Inc. in a transaction classified as a reverse acquisition. In January 2012 Imagine Media, LTD. changed its name to TransBioTec, Inc., resulting in a parent company and subsidiary of the same name. The financial statements represent the activity of TransBioTec, Inc. from July 19, 2004 forward, and the consolidated activity of Imagine Media, LTD. and TransBioTec, Inc. from September 19, 2011 forward. Imagine Media, LTD. and TransBioTec, Inc. are hereinafter referred to collectively as the "Company". The Company has developed and plans to market and sell a non-invasive alcohol sensing system which includes an ignition interlock. The Company is currently considered to be in the development stage, and has not generated revenues from its activities. Principles of consolidation --------------------------- The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. 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. Cash and cash equivalents ------------------------- The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. Accounts receivable ------------------- The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. At March 31, 2012 and 2011 the Company had no balance in accounts receivable or the allowance for doubtful accounts. Property and equipment ---------------------- Property and equipment are recorded at cost and depreciated under straight line methods over each item's estimated useful life. 6
Transbiotec, Inc. (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Revenue recognition ------------------- Revenue is recognized on an accrual basis as earned under contract terms. The Company has had no revenues to date Advertising costs ----------------- Advertising costs are expensed as incurred. The Company recorded no material advertising costs during the three months ended March 31, 2012 and 2011. Income tax ---------- The Company accounts for income taxes pursuant to ASC 740. Under ASC 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. 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. Financial Instruments --------------------- The carrying value of the Company's financial instruments, as reported in the accompanying balance sheets, approximates fair value. Long-Lived Assets ----------------- In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that may suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. Products and services, geographic areas and major customers ----------------------------------------------------------- The Company is currently in the developmental stage and has no revenue. 7
Transbiotec, Inc. (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Stock based compensation ------------------------ The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. Minority Interest (Noncontrolling interest) ------------------------------------------- A subsidiary of the Company has minority members, representing ownership interests of 2.46% at March 31, 2012. The Company accounts for these minority, or noncontolling interests pursuant to ASC 810-10-65 whereby gains or losses in a subsidiary with a noncontrolling interest are allocated to the noncontrolling interest based on the ownership percentage of the noncontrolling interest, even if that allocation results in a deficit noncontrolling interest balance. NOTE 2. RELATED PARTY TRANSACTIONS During the three months ended March 31, 2012 and March 31, 2011, the Company had payables due to officers for accrued compensation of $27,445 and $140,065 respectively. In 2010 an officer converted $325,000 in compensation owed him into 516,750 common shares. During the year ended December 31, 2011 related party shareholders converted $829,164 in note principal and interest and $135,000 in compensation into 2,408,977 common shares. NOTE 3. FIXED ASSETS December 31 December 31 (unaudited) 2010 2011 March 31, 2012 ---------------- -------------- --------------- Automobile $ 33,383 $ 33,383 $ - Office and Lab Equipment 31,896 31,896 31,616 Furniture & fixtures 11,596 11,596 11,556 ---------------- -------------- --------------- 76,875 76,875 43,172 Less accumulated depreciation (74,832) (75,743) (41,222) ---------------- -------------- --------------- Total $ 2,043 $ 1,132 $ 1,950 ================ ============== =============== Depreciation expense for the three months ended March 31, 2012 and March 31, 2011 was $152 and $699 respectively. 8
Transbiotec, Inc. (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4. NOTES PAYABLE December 31 (unaudited) 2010 2011 March 31, 2012 ---- ---- -------------- Note payable to related party, unsecured, due 8/3/2012, interest rate 0% $ 1,950 $ 1,950 $ 1,950 Note payable to related party, unsecured, due 9/17/2008, convertible at holder's option at $1 per share, interest rate 10% plus agreed upon amounts $184,156 $ - $ - Note payable to related party, unsecured, due 12/15/2013, monthly interest due, convertible at holder's option at $2.50 per share, interest rate 22.1% $150,000 $ - $ - Note payable to related party, unsecured, due 05/28/2009, convertible at holder's option at $2.50 per share, original issue discount of 20%, with interest at $444 per day after due date $240,000 $ - $ - Note payable to related party, unsecured, due 07/27/2012, convertible at holder's option at $2.50 per share, interest rate 8% $151,929 $ - $ - Notes payable to related party, unsecured, due 01/29/2011, convertible at holder's option at $2.50 per share, interest rate 9% $ 5,000 $ - $ - Notes payable to related party, unsecured, due 12/31/2012, interest rate 0% $ 15,810 $ 11,810 $ 11,810 Note payable, unsecured, due 09/15/2012, convertible at holder's option at $2.50 per TransBioTec share, and any TransBioTec shares then converted into Imagine Media, LTD. shares at 7.726 shares for 1 TransBiotec share, interest rate 10% $ - $ 16,000 $ 16,000 Note payable, unsecured, due 2/8/12, quarterly interest due, convertible at holder's option at $0.3235688 per IMLE share, interest rate 30% $ - $ 10,000 $ 10,000 9
Transbiotec, Inc. (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note payable, unsecured, due 2/8/12, quarterly interest due, convertible at holder's option at $0.3235688 per IMLE share, interest rate 30% $ - $ 25,000 $ 25,000 Note payable, unsecured, due 2/17/12, quarterly Interest due, convertible at holder's option at $0.3235688 per IMLE share, interest rate 30% $ - $ 25,000 $ 25,000 Note payable, unsecured, due 2/18/12, quarterly Interest due, convertible at holder's option at $0.3235688 per IMLE share, interest rate 30% $ - $ 10,000 $ 10,000 Note payable, unsecured, due 2/8/13, annually Interest due, convertible at holder's option at $0.3235688 per IMLE share, interest rate 18% $ - $ - $ 750 Note payable, unsecured, due 2/8/13, annually Interest due, convertible at holder's option at $0.3235688 per IMLE share, interest rate 18% $ - $ - $ 1,875 Note payable, unsecured, due 2/15/13, annually Interest due, convertible at holder's option at $0.3235688 per IMLE share, interest rate 12% $ - $ - $ 2,500 Note payable, unsecured, due 2/20/13, annually Interest due, convertible at holder's option at $0.3235688 per IMLE share, interest rate 12% $ - $ - $ 3,750 Note payable, unsecured, due 2/21/13, annually Interest due, convertible at holder's option at $0.3235688 per IMLE share, interest rate 12% $ - $ - $ 2,625 Note payable, unsecured, due 3/20/13, annually Interest due, convertible at holder's option at $0.3235688 per IMLE share, interest rate 12% $ - $ - $ 5,433 Note payable, unsecured, due 3/22/13, annually Interest due, convertible at holder's option at $0.3235688 per IMLE share, interest rate 12% $ - $ - $ 3,203 10
Transbiotec, Inc. (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note payable to related party, unsecured, lien against company assets, $731,763, 5-years at 0% simple interest, due 7/1/2016, payment amounts vary each month. $ - $726,763 $ 726,763 --------- -------- ----------- $748,845 $826,523 $ 876,659 Less current portion (594,966) (277,260) (327,396) Long-term portion $153,879 $ 49,263 $ 549,263 ======== ======== =========== Required principal payments from December 31, 2012 forward are as follows: 2012 $ 327,396 2013 $ 185,375 2014 $ 196,881 2015 $ 123,709 2016 $ 43,298 ----------- $ 876,659 =========== Interest expense under notes payable in for the three months ended March 31, 2012 and March 31, 2011 was $23,960 and $56,177 respectively. During the three months ended March 31, 2012 and March 31, 2011 the Company recognized a beneficial conversion feature expense on borrowing from convertible notes of $20,136 and none, respectively. Convertible debenture payable to unrelated party, unsecured, due 04/1/2009, convertible at holder's option at $.25 per share, interest rate 8% Default interest rate 12% $ 30,000 $ 30,000 $ 30,000 NOTE 5. INCOME TAXES Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. NOTE 6. STOCK OPTIONS The Company accounts for employee and non-employee stock options under ASC 718, whereby option costs are recorded based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Unless otherwise provided for, the 11
Transbiotec, Inc. (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Company covers option exercises by issuing new shares. The Company's stock option activity is described below. Non-employee stock options -------------------------- At the beginning of 2010 the Company had 10,000 non-employee stock options outstanding in the Company's subsidiary TransBiotec, Inc. During 2010 the Company granted 22,500 options for services, allowing the holder to purchase one share of common stock per option, with 22,500 options exercisable immediately at prices from $0.10 - $0.15 per share with the option terms expiring from January 2012 through January 2015. During 2010 no options were exercised, and no options expired, leaving a 2010 year end outstanding balance of 32,500 non-employee stock options. The fair value of the 22,500 options granted in 2010 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 1.08% - 2.67%, dividend yield of 0% expected, the Company lives of 2 - 5 years, volatility of 100% incurred and recorded compensation expense under these stock option grants of $53,262 in 2010. During the year ended December 31, 2011 10,000 options were exercised, and no options expired, leaving a December 31, 2011 outstanding balance of 22,500 non-employee stock options, exercisable at prices from $0.10 - $0.15 per share with the option terms expiring from January 2012 through January 2015. During the three months ended March 31, 2012 no options were exercised, and no options expired, leaving a March 31, 2012 outstanding balance of 22,500 non-employee stock options. All of these options are for the stock of the Company's subsidiary. The parent company has no stock options outstanding. NOTE 7. GOING CONCERN The Company has suffered recurring losses from operations and has a working capital deficit and stockholders' deficit, and in all likelihood will be required to make significant future expenditures in connection with continuing marketing efforts along with general administrative expenses. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or others. By doing so, the Company hopes to generate revenues from sales of its alcohol sensing and ignition lock systems. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. 12
Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operation The Company was formed in August 2007 to publish and distribute Image Magazine, a monthly guide and entertainment source for the Denver, Colorado area. The Company generated only limited revenue and essentially abandoned its business plan in January 2009. In January 2012 the Company completed its acquisition of TransBiotec, Inc. ("TBT") a California corporation. As a result of the acquisition, TBT's business is that of the Company's, and, unless otherwise indicated, any references to the Company include the business and operations of TBT. The Company, now headquartered in Seal Beach, California, has developed and patented a high technology, state-of-the-art transdermal sensor system, that detects blood alcohol levels through a person's skin. Ethanol is produced as alcohol is ingested and metabolized in the body. The system senses ethanol excreted through perspiration. A person places their finger on the sensor, and within 5-8 seconds, the sensor will detect the ethanol level. A signal can then be sent to output devices that control the ignition in a vehicle to prevent it from starting. The system can also communicate with other devices such as a GPS unit, or cell phone. The Company's system is unobtrusive, accurate, reliable, durable, low cost, easier to use and faster than the current breathalyzer applications. The Company has completed its beta testing of the sensor and is currently developing its manufacturing capability. Initially, the Company intends to offer its sensor only for commercial vehicle applications. Later, the Company plans to market its sensor to the public for use in automobiles, SUV's, RV's, boats and other vehicles. The following discussion: o summarizes the Company's plan of operation; and o analyzes the Company's financial condition and the results of its operations for the three months ended March 31, 2012. This discussion and analysis should be read in conjunction with the Company's financial statements included as an exhibit to this report. 13
Plan of Operation and Capital Requirements ------------------------------------------ The Company's plan of operations is as follows: Projected Estimated Activity Completion Date Cost -------- --------------- --------- Develop relationship with initial customers willing to work with Company in refining SOBR. Will discount price for units sold to customers who partner with Company in this phase. Identify add-on features that may appeal to customers. Complete design of printed circuit boards and injection molding tools. Sales target of 500 units. June 2012 $160,000 Outsource manufacturing, packaging and shipping. Complete joint venture agreement with GPS partner. Develop add-on features such as cameras, GPS and radio interfaces, and a fingerprint reader which would allow the SOBR to determine the driver's identity and blood alcohol content at the same time. Improve production capability to 1,000 units per month. August 2012 $185,000 Improve manufacturing capability to 10,000 units per month. December 2012 $370,000 The Company will maintain its research and development efforts with a goal of continuously improving the SOBR. The Company's sources and (uses) of funds for the three months ended March 31, 2012 and 2011 are shown below: Three Months ended March 31, ---------------------------- 2012 2011 ---- ---- Net cash provided by (used for) operations (156,099) (19,338) Sale of equipment 4,790 -- Purchase of equipment (970) -- Loans, net of loan repayments 19,386 (1,155) Sale of stock 25,000 -- Cash on hand at beginning of the period 107,893 20,493 14
The Company does not have any off-balance sheet arrangements that have or are reasonable likely to have a current or future material effect on its financial condition, changes in financial condition, results of operations, liquidity or capital resources. Other than as disclosed above, the Company does not know of any trends, demands, commitments, events or uncertainties that will result in, or that reasonably likely to result in, the Company's liquidity increasing or decreasing in any material way. Other than as disclosed above, the Company does not know of any significant changes in its expected sources and uses of cash. Results of Operations --------------------- The Company was formed in August 2007 and generated only limited revenue before it effectively ceased operations in January 2009. Material changes in the Company's Statement of Operations for the three months ended March 31, 2012 as compared to the same period in the prior year are discussed below: Increase (I) Item or Decrease (D) Reason ---- --------------- ------ Professional and Subcontractor Fee (I) Product Development Costs Research and Product Development (I) Purchase of materials Salary and Wages (I) Hiring two sales representatives and a scientist. Travel (I) Travel required in connection with the acquisition of TBT. Advertising (I) Web Site design and marketing materials Item 4. Controls and Procedures. (a) The Company maintains a system of controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended ("1934 Act"), is recorded, processed, summarized and reported, within time periods specified in the SEC's rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act, is accumulated and communicated to the Company's management, including its Principal Executive and Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of March 31, 2012, the Company's Principal Executive and Financial Officer evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based 15
on that evaluation, the Principal Executive and Financial Officer concluded that the Company's disclosure controls and procedures were effective. (b) Changes in Internal Controls. There were no changes in the Company's internal control over financial reporting during the quarter ended March 31, 2012, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. PART II Item 6. Exhibits Exhibits 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act. 16
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. TRANSBIOTEC, INC. May 16, 2012 By: /s/ Charles Bennington ----------------------------------- Charles Bennington, Principal Executive, Financial and Accounting Officer 17