x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
68-0677444
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
2375 East Camelback Road, 5th Floor, Phoenix, Arizona
|
85016
|
(Address of Principal executive offices) | (Zip Code) |
Large accelerated filer
|
o |
Accelerated filer
|
o | |
Non-accelerated filer | o | Smaller reporting company | x |
Secure Luggage Solutions Inc.
|
||||||||
(A Development Stage Company)
|
||||||||
Balance Sheets
|
||||||||
September 30,
|
December 31,
|
|||||||
2011
|
2010
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash and Cash Equivalents
|
$ | 430 | $ | 39,047 | ||||
Other Receivable
|
18,750 | - | ||||||
Prepaid Expenses
|
2,000 | 3,750 | ||||||
Total Current Assets
|
21,180 | 42,797 | ||||||
Prepayment for License Use Right
|
- | 30,000 | ||||||
License Use Right (Note 6)
|
249,542 | - | ||||||
TOTAL ASSETS
|
$ | 270,722 | $ | 72,797 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts Payable and Accrued Liabilities
|
$ | 64,485 | $ | 11,250 | ||||
Due to Related Parties
|
191,129 | 51,548 | ||||||
Total Current Liabilities
|
255,614 | 62,798 | ||||||
Total Liabilities
|
255,614 | 62,798 | ||||||
STOCKHOLDERS' EQUITY
|
||||||||
Authorized: 100,000,000 common shares with par value $0.001
|
20,647 | 17,477 | ||||||
20,000,000 preferred shares with par value of $0.001
|
||||||||
Issued and outstanding:
|
||||||||
20,647,000 and 17,477,000 Common Shares Issued and Outstanding,
|
||||||||
Nil Preferred Shares
|
||||||||
Share Subscription Received
|
- | 231,000 | ||||||
Shares to be Issued for Services
|
- | 9,000 | ||||||
Additional Paid-in Capital
|
752,967 | 122,137 | ||||||
Deferred Stock Compensation
|
(18,000 | ) | - | |||||
Deficit Accumulated during the Development Stage
|
(740,506 | ) | (369,615 | ) | ||||
Total Stockholders' Equity
|
15,108 | 9,999 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$ | 270,722 | $ | 72,797 |
Secure Luggage Solutions Inc.
|
||||||||||||||||||||
(A Development Stage Company)
|
||||||||||||||||||||
Statements of Operations and Comprehensive Loss
|
||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
Cumulative Amounts
|
||||||||||||||||||||
For the
|
For the
|
From Beginning of
|
||||||||||||||||||
Three Months Ended
|
Nine Months Ended
|
Development Stage
|
||||||||||||||||||
September 30,
|
September 30,
|
(December 4, 2008) to
|
||||||||||||||||||
2011
|
2010
|
2011
|
2010
|
September 30, 2011
|
||||||||||||||||
REVENUES
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
OPERATING EXPENSES
|
||||||||||||||||||||
Professional Fees
|
113,867 | 44,401 | 314,916 | 134,679 | 638,557 | |||||||||||||||
Depreciation Expenses
|
6,625 | - | 15,458 | - | 15,458 | |||||||||||||||
G & A Expenses
|
15,327 | 5,222 | 42,740 | 12,603 | 87,639 | |||||||||||||||
Total Operating Expenses
|
135,819 | 49,623 | 373,114 | 147,283 | 741,654 | |||||||||||||||
LOSS FROM OPERATION AND BEFORE
|
(135,819 | ) | (49,623 | ) | (373,114 | ) | (147,283 | ) | (741,654 | ) | ||||||||||
OTHER INCOME ( EXPENSE )
|
||||||||||||||||||||
OTHER INCOME ( EXPENSE )
|
||||||||||||||||||||
Interest Expenses
|
- | (303 | ) | - | (729 | ) | (729 | ) | ||||||||||||
Foreign exchange
|
2,047 | (277 | ) | 2,223 | (277 | ) | 1,877 | |||||||||||||
Total Other Income (Expense)
|
2,047 | (580 | ) | 2,223 | (1,006 | ) | 1,148 | |||||||||||||
NET LOSS AND COMPREHENSIVE LOSS
|
$ | (133,772 | ) | $ | (50,203 | ) | $ | (370,891 | ) | $ | (148,288 | ) | $ | (740,506 | ) | |||||
NET LOSS PER SHARE-BASIC AND DILUTED
|
$ | (0.01 | ) | $ | (0.00 | ) | $ | (0.02 | ) | $ | (0.01 | ) | ||||||||
WEIGHTED AVERAGE NUMBER OF COMMON
|
||||||||||||||||||||
SHARES OUTSTANDING - BASIC AND DILUTED
|
20,647,000 | 17,488,209 | 19,429,444 | 17,480,750 |
Secure Luggage Solutions Inc.
|
||||||||||||
(A Development Stage Company)
|
||||||||||||
Statements of Cash Flows
|
||||||||||||
(Unaudited)
|
||||||||||||
Cumulative Amounts
|
||||||||||||
For the
|
From Beginning of
|
|||||||||||
Nine Months Ended
|
Development Stage
|
|||||||||||
September 30,
|
(December 4, 2008) to
|
|||||||||||
2011
|
2010
|
September 30, 2011
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net Loss
|
$ | (370,891 | ) | $ | (148,288 | ) | $ | (740,506 | ) | |||
Adjustments to Reconcile Net Loss to Net Cash Used
|
||||||||||||
by Operating Activities:
|
||||||||||||
Share issued for services
|
72,000 | - | 102,000 | |||||||||
Deferred stock compensation
|
(18,000 | ) | (18,000 | ) | ||||||||
Interest Imputed for non-interest bearinglLoans
|
- | 729 | 729 | |||||||||
Depreciation
|
15,458 | - | 15,458 | |||||||||
Changes in assets and liabilities:
|
- | |||||||||||
Receivable and prepayments
|
(17,000 | ) | 9,975 | (20,750 | ) | |||||||
Prepayment for license use right
|
30,000 | - | - | |||||||||
Accounts payable and other liabilities
|
53,235 | 3,557 | 64,484 | |||||||||
Due to related party
|
139,581 | 78,000 | 191,131 | |||||||||
Net Cash Used by Operating Activities
|
(95,617 | ) | (56,027 | ) | (405,454 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Changes in Investing Activity
|
||||||||||||
Acquistion of License Use Right Paid by Cash
|
(30,000 | ) | - | (30,000 | ) | |||||||
- | ||||||||||||
Net Cash Used by Investing Activities
|
(30,000 | ) | - | (30,000 | ) | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Changes in Financing Activities
|
||||||||||||
Share issued for cash
|
87,000 | 204,000 | 491.885 | |||||||||
Share issue cost
|
- | - | (56,000 | ) | ||||||||
Promissory note payable
|
- | - | 10,000 | |||||||||
Proceeds from issuance of convertible notes payable
|
- | - | (10,000 | ) | ||||||||
Proceeds from share holder loan
|
- | 10,000 | - | |||||||||
Due to related party
|
- | 12,964 | - | |||||||||
Net Cash Provided by Financing Activities
|
87,000 | 226,964 | 435,885 | |||||||||
NET CHANGE IN CASH
|
(38,617 | ) | 170,937 | 431 | ||||||||
CASH AT BEGINNING OF PERIOD
|
39,047 | 5,626 | - | |||||||||
CASH AT END OF PERIOD
|
$ | 430 | $ | 176,563 | $ | 430 | ||||||
SUPPLEMENTAL DISCLOSURES
|
||||||||||||
Cash Paid for:
|
||||||||||||
Interest
|
$ | - | $ | - | $ | 416 | ||||||
Income Taxes
|
$ | - | $ | - | $ | - | ||||||
Non-Cash Paid for:
|
||||||||||||
Share Issued for Services
|
$ | 72,000 | $ | - | $ | 102,000 | ||||||
Share issued for License Use Right
|
$ | 235,000 | $ | - | $ | 235,000 |
September 30, 2011
|
December 31, 2010
|
|||||||
Working capital deficiency
|
$ | 234,434 | $ | 20,001 | ||||
Deficit
|
$ | 740,506 | $ | 369,615 |
September 30,
|
December 31,
|
|||||||
2011
|
2010
|
|||||||
License use right
|
$ | 265,000 | $ | - | ||||
Less: accumulated depreciation
|
(15,458 | ) | - | |||||
$ | 249,542 | $ | - |
|
●
|
Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities
|
|
●
|
Level 2 – inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
|
|
●
|
Level 3 – inputs that are not based on observable market data.
|
|
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 September 30 2011, the Company issued 120,000 common stocks, of which $18,000 is recorded in stock based compensation. As of September 30, 2011, the Company paid $4,000 in cash, and accrued $14,000.
|
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 September 30 2011, the Company issued 120,000 common stocks, of which $18,000 is recorded in stock based compensation. As of September 30, 2011, the Company paid $5,500 in cash, and accrued $12,500.
|
Three Months
Ended
September 30,
2011
|
Three Months
Ended
September 30,
2010
|
Change Between
Three Month Period Ended
September 30, 2011
and 2010
|
||||||||||
Revenue
|
$ | Nil | $ | Nil | $ | Nil | ||||||
Professional fees
|
$ | 113,867 | $ | 44,401 | $ | 69,466 | ||||||
Depreciation expense
|
$ | 6,625 | Nil | $ | 6,625 | |||||||
General and administrative
|
$ | 15,327 | $ | 5,222 | $ | 10,105 | ||||||
Interest expense
|
$ | Nil | $ | 303 | $ | (303 | ) | |||||
Foreign exchange (gain) Loss
|
$ | (2,047 | ) | $ | 277 | $ | (2,324 | ) | ||||
Net Income (Loss)
|
$ | (133,772 | ) | $ | (50,203 | ) | $ | (83,569 | ) |
Nine Months
Ended
September 30,
2011
|
Nine Months
Ended
September 30,
2010
|
Change Between
Nine Month Period Ended
September 30, 2011
and 2010
|
||||||||||
Revenue
|
$ | Nil | $ | Nil | $ | Nil | ||||||
Professional fees
|
$ | 314,916 | $ | 134,679 | $ | 180,237 | ||||||
Depreciation expense
|
$ | 15,458 | $ | Nil | $ | 15,458 | ||||||
General and administrative
|
$ | 42,740 | $ | 12,604 | $ | 30,136 | ||||||
Interest expense
|
$ | Nil | $ | 729 | $ | (729 | ) | |||||
Foreign exchange (gain) Loss
|
$ | (2,223 | ) | $ | 277 | $ | (2,500 | ) | ||||
Net Income (Loss)
|
$ | (370,891 | ) | $ | (148,289 | ) | $ | (222,602 | ) |
|
As at
September 30,
|
|||||||
2011
|
2010
|
|||||||
Net Cash (Used) Provided by Operating Activities
|
$ | (95,617 | ) | $ | (56,027 | ) | ||
Net Cash Used In Investing Activities
|
$ | (30,000 | ) | $ | Nil | |||
Net Cash Provided by Financing Activities
|
$ | 87,000 | $ | 226,964 | ||||
Cash Increase (Decrease) During The Period
|
$ | (38,617 | ) | $ | 170,937 |
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)
|
|
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
|
|
SECURE LUGGAGE SOLUTIONS INC.
|
||
(Registrant)
|
||
Dated: November 14, 2011
|
/s/ Donald G. Bauer
|
|
Donald G. Bauer
|
||
President, Chairman, Chief Executive Officer and Director
|
||
(Principal Executive Officer,)
|
||
Dated: November 14, 2011
|
/s/ Cherry Cai
|
|
Cherry Cai
|
||
Chief Financial Officer
|
||
(Principal Financial Officer and Principal Accounting Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Secure Luggage Solutions, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Donald G. Bauer
|
|
Donald G. Bauer
|
|
President, Chairman, Chief Executive Officer
and Director
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Secure Luggage Solutions, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Cherry Cai
|
|
Cherry Cai
|
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
(1)
|
the Quarterly Report on Form 10-Q of Secure Luggage Solutions, Inc. for the period ended September 30, 2011 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Secure Luggage Solutions, Inc.
|
Date: November 14, 2011
|
By:
|
/s/ Donald G. Bauer
|
|
Donald G. Bauer,
President, Chairman, Chief
Executive Officer and Director
(Principal Executive Officer)
Secure Luggage Solutions, Inc.
|
(1)
|
the Quarterly Report on Form 10-Q of Secure Luggage Solutions, Inc. for the period ended September 30, 2011 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Secure Luggage Solutions, Inc.
|
Dated: November 14, 2011
|
/s/ Cherry Cai
|
|||
Cherry Cai
|
||||
Chief Financial Officer
|
||||
(Principal Financial Officer and Principal Accounting Officer)
|
||||
Secure Luggage Solutions Inc.
|
Statements of Operations and Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 34 Months Ended | ||
---|---|---|---|---|---|
Sep. 30, 2011 | Sep. 30, 2010 | Sep. 30, 2011 | Sep. 30, 2010 | Sep. 30, 2011 | |
Professional Fees | $ 113,867 | $ 44,401 | $ 314,916 | $ 134,679 | $ 638,557 |
Depreciation Expenses | 6,625 | 15,458 | 15,458 | ||
G & A Expenses | 15,327 | 5,222 | 42,740 | 12,603 | 87,639 |
Total Operating Expenses | 135,819 | 49,623 | 373,114 | 147,282 | 741,654 |
LOSS FROM OPERATION AND BEFORE OTHER INCOME ( EXPENSE ) | (135,819) | (49,623) | (373,114) | (147,282) | (741,654) |
Interest Expenses | (303) | (729) | (729) | ||
Foreign exchange | 2,047 | (277) | 2,223 | (277) | 1,877 |
Total Other Income (Expense) | 2,047 | (580) | 2,223 | (1,006) | 1,148 |
NET LOSS AND COMPREHENSIVE LOSS | $ (133,772) | $ (50,203) | $ (370,891) | $ (148,288) | $ (740,506) |
NET LOSS PER SHARE-BASIC AND DILUTED | $ (0.01) | $ 0.00 | $ (0.02) | $ (0.01) | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 20,647,000 | 17,488,209 | 19,429,444 | 17,480,750 |
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Document and Entity Information (USD $) | 3 Months Ended |
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Sep. 30, 2011 | |
Document and Entity Information | |
Entity Registrant Name | Secure Luggage Solutions Inc. |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2011 |
Amendment Flag | false |
Entity Central Index Key | 0001472277 |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 20,647,000 |
Entity Public Float | $ 1,692,000 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | No |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2011 |
Document Fiscal Period Focus | Q3 |
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Subsequent Events | 3 Months Ended |
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Sep. 30, 2011 | |
Subsequent Events | |
Subsequent Events [Text Block] | 12. SUBSEQUENT EVENTS
On October 30, 2011, the Company issued 15,000 shares of the common stock of the Company at $0.20 per share for the $3,000 share subscription received on November 1, 2011.
Subsequent to the period ended September 30, 2011, the CEO and President of the Company advanced of $613 for operations. It is unsecured, non-interest bearing and due on demand.
Secured Luggage Solutions Inc. has evaluated subsequent events for the period September 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. |
Equity | 3 Months Ended |
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Sep. 30, 2011 | |
Equity | |
Stockholders' Equity Note Disclosure [Text Block] | 8. CAPTIAL STOCK
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.
Stock Option
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Risks and Uncertainties | 3 Months Ended | ||||||||||||||||||||||||
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Sep. 30, 2011 | |||||||||||||||||||||||||
Risks and Uncertainties | |||||||||||||||||||||||||
Concentration Risk Disclosure [Text Block] | 3. GOING CONCERN
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 Companys working capital deficiency is:
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Related Party Disclosures | 3 Months Ended |
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Sep. 30, 2011 | |
Related Party Disclosures | |
Related Party Transactions Disclosure [Text Block] | 9. RELATED PARTY TRANSACTIONS During the nine months ended September 30, 2011, the Company was charged $139,750 (September 30, 2010 $78,000) for management fees by companies owned by the CEO and CFO of the Company. ,
As of September 30, 2011, $30,000 (December 31, 2010 - $30,000) was paid and 1,175,000 (December 31, 2010 - Nil) shares of the Companys 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 CEO and CFO of the Company, as well as the company controlled by CEO and CFO, advanced funds to the Company for operating expenses and management fees. As at September 30, 2011 and December 31, 2010, the balance due to related parties is $191,129 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 6 and 11.
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Fair Value Measures and Disclosures | 3 Months Ended |
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Sep. 30, 2011 | |
Fair Value Measures and Disclosures | |
Fair Value Disclosures [Text Block] | 10. 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:
· Level 1 unadjusted quoted prices in active markets for identical assets or liabilities · Level 2 inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and · Level 3 inputs that are not based on observable market data.
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Commitment and Contingencies | 3 Months Ended |
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Sep. 30, 2011 | |
Commitment and Contingencies | |
Commitments and Contingencies Disclosure [Text Block] | 11. 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 September 30 2011, the lease has been extended to July 31, 2012. 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 September 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, $18,000 has been recorded as deferred stock compensation as of September 30, 2011. As of September 30, 2011, the Company paid $8,695 and accrued $26,055 for services provided by Chenergy.
Consulting Services Agreements
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 September 30 2011, the Company issued 120,000 common stocks, of which $18,000 is recorded in stock based compensation. As of September 30, 2011, the Company paid $4,000 in cash, and accrued $14,000.
Consulting Services Agreements (contd )
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 Companys 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 September 30 2011, the Company issued 120,000 common stocks, of which $18,000 is recorded in stock based compensation. As of September 30, 2011, the Company paid $5,500 in cash, and accrued $12,500. |
Organization, Consolidation and Presentation of Financial Statements | 3 Months Ended |
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Sep. 30, 2011 | |
Organization, Consolidation and Presentation of Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. BASIS OF PRESENTATION
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 Companys Annual Report on 10K/A, which contains the audited financial statements and notes thereto, together with the Managements Discussion and Analysis, for the year ended December 31, 2010. The interim results for the nine month period ended September 30, 2011 are not necessarily indicative of the results for the full fiscal year.
2. NATURE OF BUSINESS
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 plastic covering that is applied by machine to checked luggage in a retail kiosk with the passenger present. 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. |
Accounting Policies | 3 Months Ended | ||||||||||||||||||
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Sep. 30, 2011 | |||||||||||||||||||
Accounting Policies | |||||||||||||||||||
Significant Accounting Policies [Text Block] | 4. NEW ADOPTED ACCOUNTING POLICIES
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 assets 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 Companys 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 entitys 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. 5. NEW ACCOUNTING PRONOUNCEMENTS 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 Companys financial statements upon adoption. | ||||||||||||||||||
Revenue Recognition, Services, Licensing Fees [Policy Text Block] | 6. LICENSE USE RIGHT
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.
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 September 30, 2011, the Company paid $30,000 in cash to SL Systems and issued 1,175,000 shares of the Companys 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 September 30, 2011 and 2010, depreciation expense totaled $15,458 and $Nil, respectively.
License use right consisted of the following at September 30, 2011 and December 31, 2010:
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Repurchase and Resale Agreements Policy [Policy Text Block] | 7. SHARE PURCHAGE AND EXCHANGE AGREEMENT
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 upon the completion of the transaction. As an additional condition of the agreement, the Company agreed to enter into 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. As of September 30, 2011, the Company has not closed this transaction. |
Balance Sheets (Unaudited for September 30, 2011) (USD $) | Sep. 30, 2011 | Dec. 31, 2010 | ||||||||||
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Cash and Cash Equivalents | $ 430 | $ 39,047 | ||||||||||
Other Receivable | 18,750 | |||||||||||
Prepaid Expenses | 2,000 | 3,750 | ||||||||||
Total Current Assets | 21,180 | 42,797 | ||||||||||
Prepayment for License Use Right | 30,000 | |||||||||||
License Use Right | 249,542 | [1] | 0 | [1] | ||||||||
TOTAL ASSETS | 270,722 | 72,797 | ||||||||||
Accounts Payable and Accrued Liabilities | 64,485 | 11,250 | ||||||||||
Due to Related Parties | 191,129 | 51,548 | ||||||||||
Total Current Liabilities | 255,614 | 62,798 | ||||||||||
Total Liabilities | 255,614 | 62,798 | ||||||||||
Common Shares | 20,647 | [2] | 17,477 | [3] | ||||||||
Preferred Shares | 0 | [4] | 0 | [4] | ||||||||
Share Subscription Received | 231,000 | |||||||||||
Shares to be Issued for Services | 9,000 | |||||||||||
Additional Paid-in Capital | 752,967 | 122,137 | ||||||||||
Deferred Stock Compensation | (18,000) | |||||||||||
Deficit Accumulated during the Development Stage | (740,506) | (369,615) | ||||||||||
Total Stockholders' Equity | 15,108 | 9,999 | ||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 270,722 | $ 72,797 | ||||||||||
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