10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark one)

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

For the quarterly period ended September 30, 2016

OR

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

For the transition period __________ to __________

Commission File Number: 333-198435

SAFE LANE SYSTEMS, Inc.

(Exact name of registrant as specified in its charter)

COLORADO	46-3892319
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)

1624 Market Street, Suite #202, Denver, Colorado 80202/ Phone (949) 825-6512

(Address and telephone number of principal executive offices)

Paul D. Dickman, Chief Executive Officer, President and Chairman of the Board

1624 Market Street, Suite #202, Denver, Colorado 80202/ Phone (949) 825-6512

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

COPIES OF ALL COMMUNICATIONS TO:

Michael A. Littman, Attorney at Law

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

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

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

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	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

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

EXPLANATORY NOTE

The financial statements previously filed for the period ended September 30, 2016, have been restated to reflect the non-issuance of 14,881,727 shares, resulting in the financial statement changes presented below.

i

SAFE LANE SYSTEMS, INC.

FORM 10-Q/A for the Quarter Ended September 30, 2016

INDEX

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 4.	Controls and Procedures	13
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	14
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	14
Signatures		15

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Safe Lane Systems, Inc.

Balance Sheet

	(unaudited)			(audited)
	September 30, 2016			December 31, 2015
	Restated
Assets
Current Assets
Cash and cash equivalents	$	7,871		$	15,282
Total Current Assets		7,871			15,282
Non-current Assets
Patent Sublicense, net		–			1,831
Total Non-current Assets		–			1,831
Total Assets	$	7,871		$	17,113
Liabilities and Stockholders' Equity
Commitments and Contingencies
Current Liabilities
Accounts Payable		42,092			1,080
Accrued Expense		11,308			–
Unsecured, short-term notes payable		415,000			395,000
Accrued interest		27,404			14,942
Total Current Liabilities		495,804			411,022
Long Term Liabilities
Convertible notes payable		7,500			–
Total Liabilities		503,304			411,022
Stockholders' Equity
Class A super voting preferred stock, $0.0001 par value; 10,000,000 shares authorized, issued and outstanding		1,000			1,000
Class B non-voting preferred stock, $0.0001 par value; 50,000,000 shares authorized; 0 and 0 issued and outstanding as of September 30, 2016 and December 31, 2015		–			–
Common Stock, $0.0001 par value: 500,000,000 shares authorized, 40,000,000 and 25,118,273 issued and outstanding as of September 30, 2016 and December 31, 2015		2,512			2,512
Additional paid-in-capital		801			801
Accumulated earnings		(499,746	)		(398,222	)
Total Stockholders' Equity		(495,433	)		(393,909	)
Total Liabilities and Stockholders' Equity	$	7,871		$	17,113

See accompanying notes to financial statements.

3

Safe Lane Systems, Inc.

Statement of Operations

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

	Three Months Ended September 30						Nine Months Ended September 30
	2016			2015			2016			2015
	Restated						Restated
Ordinary Income/Expense
Revenue	$	–		$	–		$	–		$	1,725
Total Revenue		–			–			–			1,725
Expense
General & administrative expense		2,868			11,012			3,669			16,033
Impairment expense		–			–			1,683			–
Professional & contract expense		20,400			56,755			83,710			172,486
Total Expense		23,268			67,767			89,062			188,519
Net Income/(Loss) from Operations		(23,268	)		(67,767	)		(89,062	)		(186,794	)
Other Income/Expense
Interest income		–			–			–			–
Amortization expense		–			–			–			–
Interest expense		4,184			3,509			12,462			8,196
Total Other Income/Expense		4,184			3,509			12,462			8,196
Net Income/(Loss)	$	(27,452	)	$	(71,276	)	$	(101,524	)	$	(194,990	)
Net Income/(Loss) per share (basic and diluted)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Weighted average number of common shares outstanding		24,768,273			24,768,273			24,768,273			24,768,273

See accompanying notes to financial statements.

4

Safe Lane Systems, Inc.

Statement of Cash Flow

For the Nine Months Ended September 30, 2016 and 2015

	Nine Months Ended
	2016			2015
	Restated
Cash Flows From Operating Activities
Net Income	$	(101,524	)	$	(194,989	)
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Amortization		148			104
Impairment of intangible asset		1,683			–
Stock Based Compensation		–			–
Changes in operating Assets and Liabilities:
Accounts payable		41,012			–
Accrued expense		11,308			–
Accrued interest expense		12,462			8,196
Net Cash Provided by (used for) Operating Activities		(34,911	)		(186,689	)
Cash Flows from Investing Activities:		–			–
Cash Flow from Financing Activities:
Superior Traffic Controls Loan		20,000			150,000
Short Term Loan		7,500			–
Net cash provided by Financing Activities		27,500			150,000
Net Increase (Decrease) in Cash		(7,411	)		(36,689	)
Cash at Beginning of Period		15,282			88,495
Cash at End of Period	$	7,871		$	51,806

See accompanying notes to financial statements.

5

SAFE LANES SYSTEMS, INC.

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2016

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

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

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

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

Cash and Cash Equivalents

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

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

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. As of September 30, 2016, the Company had cash and cash equivalents of $7,871 as compared to cash and cash equivalents of $15,282 as of December 31, 2015.

Impairment of Long-life Assets

In accordance with ASC Topic 360, the Company reviews its long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. No impairment was deemed necessary as of September 30, 2016 and December 31, 2015.

Intangible Assets, Patents

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

At the conclusion of each reporting period the patent is evaluated for impairment. As of September 30, 2016 due to the lack of sales and determining that incomplete engineering plans were provided the Company determined it should impair the entire remaining value of the intangible asset and at that time the remaining value was of $1,683 was written off to impairment expense.

6

	September 30, 2016			December 31, 2015
Patents	$	2,277		$	2,277
Less:  Accumulated Amortization		(595	)		(446	)
Impairment		(1,682	)		–
	$	–		$	1,831

Amortization expense for the NINE-month period ended September 30, 2016 and 2015 was $149 and $29 respectively.

Accounts payable and accrued liabilities

Accounts payable consisted of $42,092 at September 30, 2016 and $1,080 at December 31, 2015 respectively. Accrued expense consisted of $11,308 at September 30, 2016 and $0 at December 31, 2015 respectively. Accrued interest consisted of $27,404 at September 30, 2016 and $14,942 at December 31, 2015 respectively.

Unsecured, short-term notes payable

The company obtained an unsecured, short-term note of $250,000 at 4% from the original holder of the license to the Kone-General patent in the second quarter of 2014. As of September 30, 2016 the Company had received funding of $250,000 on the note payable and an additional $165,000 under the same terms with a verbal agreement in place and had recognized $27,404 in accrued interest expense.

Convertible, long-term notes payable

The company obtained five unsecured, long-term notes totaling $7,500 in the third quarter of 2016. The notes do not bear interest until December 31, 2016, after which they will bear interest at 12% per year. The notes are due and payable December 31, 2017 but can be converted into the company’s common stock at the holders request at any time before they are due. Each note will convert into approximately 4% of the companies then outstanding common stock.

Stockholders’ Equity

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

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

Upon execution of a patent sublicense agreement the Company issued 22,768,273 shares of its class B preferred convertible stock to a trustee on behalf of shareholders of the original license agreement. These shares were converted into regular common stock upon the company registering the underlying shares with the SEC and distribution to stockholders which occurred in the 2015 fiscal year.

In the last quarter of 2015 the Company issued 350,000 shares of stock to two contractors for past work. As the Company has issued no stock for cash the Company valued the compensation based upon par value of $.0001 per share resulting in a compensation expense of $35 per share in the period the stock was issued.

7

Professional and contractor expenses

Professional and contractor expenses are comprised of the following in the nine-month period ended September 30, 2016:

	September 30, 2016		September 30, 2015
Contract Management Fees	$	48,600	$	48,600
Other Professional Services		35,110		123,886
	$	83,710	$	172,486

Use of Estimates

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

Stock Based Compensation

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

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

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

	September 30, 2016		December 31, 2015
Stock award		–		350,000
Total Share-Based Compensation Expense	$	–	$	35

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

Stock option activity was as follows:

	Number of Shares		Weighted Average Exercise Price ($)
Balance at December 31, 2014		1,000,000		0.20
Granted		0		–
Exercised		0		–
Forfeited or expired		0		–
Balance at December 31, 2015		1,000,000		0.20
Granted		0		–
Exercised		0		–
Forfeited or expired		0		–
Balance at September 30, 2016		1,000,000		0.20

8

The following table presents information regarding options outstanding and exercisable as of September 30, 2016:

Weighted average contractual remaining term - options outstanding		0.0 years
Aggregate intrinsic value - options outstanding		–
Warrants exercisable		1,000,000
Weighted average exercise price - options exercisable	$	0.20

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

Risk-free interest rate	0.01%
Expected life of options	4-5 years
Annualized volatility	144.00%
Dividend Income	0.00%

Income Tax

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

Fiscal year

The Company employs a fiscal year ending December 31.

Net Income (Loss) per share

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

Revenue Recognition

The Company is currently in the Development stage and has very limited revenues. Revenue will be recognized on an accrual basis as earned once operations commence.

Financial Instruments

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

Going Concern and Managements’ Plans

As shown in the accompanying financial statements for the period ended September 30, 2016, the Company has a limited operating history.

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

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

9

Recent Accounting Pronouncements

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

Related Party Transactions

The Company pays its Chief Executive Officer, Paul Dickman through Mr. Dickman’s consulting company, Breakwater Finance, LLC. For the nine-month period ended September 30, 2016 and June 30, 2015, management fees were $48,600 and $48,600 respectively.

Subsequent Events

The Company evaluates events and transactions after the balance sheet date but before the financial statements are issued. As of the date of this filing there were no events that materially impacted the company.

Restatement

The financial statements previous filed for the period ended September 30, 2016, have been restated. The board rescinded the issuance of 14,881,727 shares to the Company CEO resulting in the financial statement changes presented below.

Balance Sheet
September 30, 2016
		Previously Reported			Adjustment			Restated
Common stock, $0.0001 par value	$	4,000		$	(1,488	)	$	2,512
Accumulated earnings	$	(501,234	)	$	1,488		$	(499,746	)

Income Statement
For the Three Months Ended
General & Administrative Expenses	$	4,356		$	(1,488	)	$	2,868
Total Expense	$	24,756		$	(1,488	)	$	23,268
Net loss from Operations	$	(24,756	)	$	1,488		$	(23,268	)
Net loss	$	(28,940	)	$	1,488		$	(27,452	)
Weighted average number of common shares outstanding		39,998,273			(15,230,000	)		24,768,273

Income Statement
For the Nine Months Ended
General & Administrative Expenses	$	5,157		$	(1,488	)	$	3,669
Total Expense	$	90,550		$	(1,488	)	$	89,062
Net loss from Operations	$	(90,550	)	$	1,488		$	(89,062	)
Net loss	$	(103,012	)	$	1,488		$	(101,524	)
Weighted average number of common shares outstanding		39,998,273			(15,230,000	)		24,768,273

Statement of Cash Flow
For the Nine Months Ended September 30, 2016
Net Income	$	(103,012	)	$	1,488		$	(101,524	)
Stock based compensation	$	1,488		$	(1,488	)	$	–

10

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

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

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

11

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

General

The Company was incorporated in Colorado in September of 2013.

The Company had minimal operations from inception to December 31, 2015.

The Company is in the business of marketing and selling traffic safety equipment. We have licensed and sub-licensed I.P. for a spring traffic cone dispenser designed to protect highway workers, first responders to vehicle collisions and highway incidents, law enforcement personnel, towing operators, private and public utility workers, as well as pedestrians and motorists. Our flagship product, The Kone General Automatic Safety Cone Deployment System, is the world’s first and only portable safety cone dispensing system. Safe D-Ploy Spring Cones are patented MUTCD (Manual on Uniform Traffic Control Devices) compliant highway safety cones. However, due to lack of success in developing a market for our current product we have fully impaired the intellectual property and license agreement and are currently seeking a new product to take to market.

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

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

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

Results of Operations

There were no revenues in the nine months ended September 30, 2016 and one sale resulting in revenue of $1,725 in the similar calendar period of 2015.

Expenses decreased from $188,519 in the nine-month period ended September 30, 2015 to $90,550 in the nine-month period ending September 30, 2016. This decrease was primarily caused by the Company reducing professional fees and services while it determines its ongoing financing strategy.

Liquidity and Capital Resources

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

During the twelve -months ending September 30, 2017 the Company estimates it will need approximately $250,000 to implement its business plan. Other than the foregoing, the Company does not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on sales, revenues or income from continuing operations, or liquidity and capital resources.

12

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the NINE-months ended September 30, 2016 that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

13

PART II

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

Not required for smaller reporting companies.

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

None.

Item 3. Defaults Upon Senior Securities.

There have been no defaults upon senior securities.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

Item 6.  Exhibits

a.  Exhibits

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.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.DEF	XBRL Definition Linkbase Document
101.LAB	XBRL Labels Linkbase Document
101.PRE	XBRL Presentation Linkbase Document

14

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.

SAFE LANE SYSTEMS, INC.
By:	/s/ Paul Dickman
	Paul Dickman, Chief Executive Officer, Principle Financial and Accounting Officer

Date:  March 7, 2018

15

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PERIODIC REPORT

I, Paul Dickman, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Safe Lane Systems, 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 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)) 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 4th 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.

5. The registrant's other certifying officer 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.

Date: March 7, 2018

/s/ Paul Dickman                                                                   

Paul Dickman,

Chief Executive Officer & Principal Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PERIODIC REPORT

I, Paul Dickman, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Safe Lane Systems, 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 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)) 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 4th 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.

5. The registrant's other certifying officer 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.

Date: March 7, 2018

/s/ Paul Dickman                                                  

Paul Dickman,

Chief Financial Officer

& Principal Accounting Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF DISCLOSURE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Safe Lane Systems, Inc. (the "Company") on Form 10-Q/A for the period ending September 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the "Report") I, Paul Dickman, Chief Executive Officer and Principal Executive Officer of the Company, certify, pursuant to 18 USC section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) 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 the Company.

Dated: March 7, 2018

/s/ Paul Dickman                                                                            

Paul Dickman,

Chief Executive Officer, Principal Executive Officer

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.2

Exhibit 32.2

CERTIFICATION OF DISCLOSURE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Safe Lane Systems, Inc. (the "Company") on Form 10-Q/A for the period ending September 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the "Report") I, Paul Dickman, Chief Financial Officer, Principal Executive Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 USC section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) 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 the Company.

Dated: March 7, 2018

/s/ Paul Dickman                                                                            

Paul Dickman,

Chief Financial Officer

and Principal Accounting Officer

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 21, 2016
Document And Entity Information
Entity Registrant Name	Safe Lane Systems, Inc.
Entity Central Index Key	0001614826
Document Type	10-Q/A
Document Period End Date	Sep. 30, 2016
Amendment Flag	true
Amendment Description	restatement of financials
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		40,000,000
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2016

XML

Balance Sheet (Unaudited) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current Assets
Cash and cash equivalents	$ 7,871	$ 15,282
Total Current Assets	7,871	15,282
Non-current Assets
Patent Sublicense, net	0	1,831
Total Non-current Assets	0	1,831
Total Assets	7,871	17,113
Liabilities and Stockholders' Equity
Commitments and contingencies
Current Liabilities
Accounts Payable	42,092	1,080
Accrued Expense	11,308	0
Unsecured, short-term notes payable	415,000	395,000
Accrued interest	27,404	14,942
Total Current Liabilities	495,804	411,022
Stockholders' Equity
Common Stock, $0.0001 par value:500,000,000 shares authorized, 25,118,273 and 25,118,273 issued and outstanding as of June 30, 2016 and December 31, 2015	2,512	2,512
Additional paid-in-capital	801	801
Accumulated earnings	(499,746)	(398,222)
Total Stockholders' Equity	(495,433)	(393,909)
Total Liabilities and Stockholders' Equity	7,871	17,113
Preferred Class A [Member]
Stockholders' Equity
Preferred stock	1,000	1,000
Preferred Class B [Member]
Stockholders' Equity
Preferred stock	$ 0	$ 0

XML

Balance Sheet (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2016	Dec. 31, 2015	Dec. 31, 2014
Common stock par value		$ .0001	$ .0001
Common stock shares authorized		500,000,000	500,000,000
Common stock shares issued		40,000,000	25,118,273
Common stock shares outstanding		40,000,000	25,118,273
Preferred Class A [Member]
Preferred stock par value	$ .0001	$ .0001
Preferred stock shares authorized	10,000,000	10,000,000
Preferred stock shares issued	10,000,000	10,000,000
Preferred Class B [Member]
Preferred stock par value	$ .0001	$ .0001
Preferred stock shares authorized	50,000,000	50,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0

XML

Statement of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Ordinary Income/Expense
Revenue	$ 0	$ 0	$ 0	$ 1,725
Total Revenue	0	0	0	1,725
Expense
General & administrative expense	2,868	11,012	3,669	16,033
Impairment expense	0	0	1,683	0
Professional & contract expense	20,400	56,755	83,710	172,486
Total expense	23,268	67,767	89,062	188,519
Net Income/(Loss) from Operations	(23,268)	(67,767)	(89,062)	(186,794)
Other Income/Expense
Interest Income	0	0	0	0
Amortization expense	0	0	0	0
Interest expense	4,184	3,509	12,462	8,196
Total Other Income/Expense	4,184	3,509	12,462	8,196
Net Income/(Loss)	$ (27,452)	$ (71,276)	$ (101,524)	$ (194,990)
Net Income/(Loss) per share (basic and diluted)	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted average number of common shares outstanding	24,768,273	24,768,273	24,768,273	24,768,273

XML

Statement of Cash Flow (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash Flows From Operating Activities
Net Income	$ (101,524)	$ (194,990)
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Amortization	148	104
Impairment of intangible asset	1,683	0
Stock Based Compensation	0	0
Changes in operating Assets and Liabilities:
Accounts Payable	41,012	0
Accrued expenses	11,308	0
Other Accrued Liabilities	12,462	8,196
Net Cash Provided by (used for) Operating Activities	(34,911)	(186,689)
Cash Flows from Investing Activities:	0	0
Cash Flow from Financing Activities:
Superior Traffic Controls Loan	20,000	150,000
Short Term Loan	7,500	0
Net cash provided by Financing Activities	27,500	150,000
Net Increase (Decrease) in Cash	(7,411)	(36,689)
Cash at Beginning of Period	15,282	88,495
Cash at End of Period	$ 7,871	$ 51,806

XML

1. Organization, Operations and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Operations and Summary of Significant Accounting Policies

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

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

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

Cash and Cash Equivalents

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

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

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. As of September 30, 2016, the Company had cash and cash equivalents of $7,871 as compared to cash and cash equivalents of $15,282 as of December 31, 2015.

Impairment of Long-life Assets

In accordance with ASC Topic 360, the Company reviews its long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. No impairment was deemed necessary as of September 30, 2016 and December 31, 2015.

Intangible Assets, Patents

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

At the conclusion of each reporting period the patent is evaluated for impairment. As of September 30, 2016 due to the lack of sales and determining that incomplete engineering plans were provided the Company determined it should impair the entire remaining value of the intangible asset and at that time the remaining value was of $1,683 was written off to impairment expense.

	September 30, 2016			December 31, 2015
Patents	$	2,277		$	2,277
Less:  Accumulated Amortization		(595	)		(446	)
Impairment		(1,682	)		–
	$	–		$	1,831

Amortization expense for the NINE-month period ended September 30, 2016 and 2015 was $149 and $29 respectively.

Accounts payable and accrued liabilities

Accounts payable consisted of $42,092 at September 30, 2016 and $1,080 at December 31, 2015 respectively. Accrued expense consisted of $11,308 at September 30, 2016 and $0 at December 31, 2015 respectively. Accrued interest consisted of $27,404 at September 30, 2016 and $14,942 at December 31, 2015 respectively.

Unsecured, short-term notes payable

The company obtained an unsecured, short-term note of $250,000 at 4% from the original holder of the license to the Kone-General patent in the second quarter of 2014. As of September 30, 2016 the Company had received funding of $250,000 on the note payable and an additional $165,000 under the same terms with a verbal agreement in place and had recognized $27,404 in accrued interest expense.

Convertible, long-term notes payable

The company obtained five unsecured, long-term notes totaling $7,500 in the third quarter of 2016. The notes do not bear interest until December 31, 2016, after which they will bear interest at 12% per year. The notes are due and payable December 31, 2017 but can be converted into the company’s common stock at the holders request at any time before they are due. Each note will convert into approximately 4% of the companies then outstanding common stock.

Stockholders’ Equity

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

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

Upon execution of a patent sublicense agreement the Company issued 22,768,273 shares of its class B preferred convertible stock to a trustee on behalf of shareholders of the original license agreement. These shares were converted into regular common stock upon the company registering the underlying shares with the SEC and distribution to stockholders which occurred in the 2015 fiscal year.

In the last quarter of 2015 the Company issued 350,000 shares of stock to two contractors for past work. As the Company has issued no stock for cash the Company valued the compensation based upon par value of $.0001 per share resulting in a compensation expense of $35 per share in the period the stock was issued.

Professional and contractor expenses

Professional and contractor expenses are comprised of the following in the nine-month period ended September 30, 2016:

	September 30, 2016		September 30, 2015
Contract Management Fees	$	48,600	$	48,600
Other Professional Services		35,110		123,886
	$	83,710	$	172,486

Use of Estimates

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

Stock Based Compensation

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

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

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

	September 30, 2016		December 31, 2015
Stock award		–		350,000
Total Share-Based Compensation Expense	$	–	$	35

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

Stock option activity was as follows:

	Number of Shares		Weighted Average Exercise Price ($)
Balance at December 31, 2014		1,000,000		0.20
Granted		0		–
Exercised		0		–
Forfeited or expired		0		–
Balance at December 31, 2015		1,000,000		0.20
Granted		0		–
Exercised		0		–
Forfeited or expired		0		–
Balance at September 30, 2016		1,000,000		0.20

The following table presents information regarding options outstanding and exercisable as of September 30, 2016:

Weighted average contractual remaining term - options outstanding		0.0 years
Aggregate intrinsic value - options outstanding		–
Warrants exercisable		1,000,000
Weighted average exercise price - options exercisable	$	0.20

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

Risk-free interest rate	0.01%
Expected life of options	4-5 years
Annualized volatility	144.00%
Dividend Income	0.00%

Income Tax

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

Fiscal year

The Company employs a fiscal year ending December 31.

Net Income (Loss) per share

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

Revenue Recognition

The Company is currently in the Development stage and has very limited revenues. Revenue will be recognized on an accrual basis as earned once operations commence.

Financial Instruments

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

Going Concern and Managements’ Plans

As shown in the accompanying financial statements for the period ended September 30, 2016, the Company has a limited operating history.

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

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

Recent Accounting Pronouncements

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

Related Party Transactions

The Company pays its Chief Executive Officer, Paul Dickman through Mr. Dickman’s consulting company, Breakwater Finance, LLC. For the nine-month period ended September 30, 2016 and June 30, 2015, management fees were $48,600 and $48,600 respectively.

Subsequent Events

The Company evaluates events and transactions after the balance sheet date but before the financial statements are issued. As of the date of this filing there were no events that materially impacted the company.

Restatement

The financial statements previous filed for the period ended September 30, 2016, have been restated. The board rescinded the issuance of 14,881,727 shares to the Company CEO resulting in the financial statement changes presented below.

Balance Sheet
September 30, 2016
		Previously Reported			Adjustment			Restated
Common stock, $0.0001 par value	$	4,000		$	(1,488	)	$	2,512
Accumulated earnings	$	(501,234	)	$	1,488		$	(499,746	)

Income Statement
For the Three Months Ended
General & Administrative Expenses	$	4,356		$	(1,488	)	$	2,868
Total Expense	$	24,756		$	(1,488	)	$	23,268
Net loss from Operations	$	(24,756	)	$	1,488		$	(23,268	)
Net loss	$	(28,940	)	$	1,488		$	(27,452	)
Weighted average number of common shares outstanding		39,998,273			(15,230,000	)		24,768,273

Income Statement
For the Nine Months Ended
General & Administrative Expenses	$	5,157		$	(1,488	)	$	3,669
Total Expense	$	90,550		$	(1,488	)	$	89,062
Net loss from Operations	$	(90,550	)	$	1,488		$	(89,062	)
Net loss	$	(103,012	)	$	1,488		$	(101,524	)
Weighted average number of common shares outstanding		39,998,273			(15,230,000	)		24,768,273

Statement of Cash Flow
For the Nine Months Ended September 30, 2016
Net Income	$	(103,012	)	$	1,488		$	(101,524	)
Stock based compensation	$	1,488		$	(1,488	)	$	–

XML

1. Organization, Operations and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

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

Reclassifications

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

Cash and Cash Equivalents

Cash and Cash Equivalents

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

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

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. As of September 30, 2016, the Company had cash and cash equivalents of $7,871 as compared to cash and cash equivalents of $15,282 as of December 31, 2015.

Impairment of Long-life Assets

Impairment of Long-life Assets

In accordance with ASC Topic 360, the Company reviews its long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. No impairment was deemed necessary as of September 30, 2016 and December 31, 2015.

Intangible Assets, Patents

Intangible Assets, Patents

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

At the conclusion of each reporting period the patent is evaluated for impairment. As of September 30, 2016 due to the lack of sales and determining that incomplete engineering plans were provided the Company determined it should impair the entire remaining value of the intangible asset and at that time the remaining value was of $1,683 was written off to impairment expense.

	September 30, 2016			December 31, 2015
Patents	$	2,277		$	2,277
Less:  Accumulated Amortization		(595	)		(446	)
Impairment		(1,682	)		–
	$	–		$	1,831

Amortization expense for the NINE-month period ended September 30, 2016 and 2015 was $149 and $29 respectively.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities

Accounts payable consisted of $42,092 at September 30, 2016 and $1,080 at December 31, 2015 respectively. Accrued expense consisted of $11,308 at September 30, 2016 and $0 at December 31, 2015 respectively. Accrued interest consisted of $27,404 at September 30, 2016 and $14,942 at December 31, 2015 respectively.

Debt policy

Unsecured, short-term notes payable

The company obtained an unsecured, short-term note of $250,000 at 4% from the original holder of the license to the Kone-General patent in the second quarter of 2014. As of September 30, 2016 the Company had received funding of $250,000 on the note payable and an additional $165,000 under the same terms with a verbal agreement in place and had recognized $27,404 in accrued interest expense.

Convertible, long-term notes payable

The company obtained five unsecured, long-term notes totaling $7,500 in the third quarter of 2016. The notes do not bear interest until December 31, 2016, after which they will bear interest at 10% per year. The notes are due and payable December 31, 2017 but can be converted into the company’s common stock at the holders request at any time before they are due. Each note will convert into approximately 4% of the companies then outstanding common stock.

Stockholders' Equity

Stockholders’ Equity

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

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

Upon execution of a patent sublicense agreement the Company issued 22,768,273 shares of its class B preferred convertible stock to a trustee on behalf of shareholders of the original license agreement. These shares were converted into regular common stock upon the company registering the underlying shares with the SEC and distribution to stockholders which occurred in the 2015 fiscal year.

In the last quarter of 2015 the Company issued 350,000 shares of stock to two contractors for past work. As the Company has issued no stock for cash the Company valued the compensation based upon par value of $.0001 per share resulting in a compensation expense of $35 per share in the period the stock was issued.

Professional and contractor expenses

Professional and contractor expenses

Professional and contractor expenses are comprised of the following in the nine-month period ended September 30, 2016:

	September 30, 2016		September 30, 2015
Contract Management Fees	$	48,600	$	48,600
Other Professional Services		35,110		123,886
	$	83,710	$	172,486

Use of Estimates

Use of Estimates

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

Stock Based Compensation

Stock Based Compensation

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

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

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

	September 30, 2016		December 31, 2015
Stock award		–		350,000
Total Share-Based Compensation Expense	$	–	$	35

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

Stock option activity was as follows:

	Number of Shares		Weighted Average Exercise Price ($)
Balance at December 31, 2014		1,000,000		0.20
Granted		0		–
Exercised		0		–
Forfeited or expired		0		–
Balance at December 31, 2015		1,000,000		0.20
Granted		0		–
Exercised		0		–
Forfeited or expired		0		–
Balance at September 30, 2016		1,000,000		0.20

The following table presents information regarding options outstanding and exercisable as of September 30, 2016:

Weighted average contractual remaining term - options outstanding		0.0 years
Aggregate intrinsic value - options outstanding		–
Warrants exercisable		1,000,000
Weighted average exercise price - options exercisable	$	0.20

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

Risk-free interest rate	0.01%
Expected life of options	4-5 years
Annualized volatility	144.00%
Dividend Income	0.00%

Income Tax

Income Tax

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

Fiscal year

Fiscal year

The Company employs a fiscal year ending December 31.

Net Income (Loss) per share

Net Income (Loss) per share

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

Revenue Recognition

Revenue Recognition

The Company is currently in the Development stage and has very limited revenues. Revenue will be recognized on an accrual basis as earned once operations commence.

Financial Instruments

Financial Instruments

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

Going Concern and Managements' Plans

Going Concern and Managements’ Plans

As shown in the accompanying financial statements for the period ended September 30, 2016, the Company has a limited operating history.

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

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

Recent Accounting Pronouncements

Recent Accounting Pronouncements

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

Related Party Transactions

Related Party Transactions

The Company pays its Chief Executive Officer, Paul Dickman through Mr. Dickman’s consulting company, Breakwater Finance, LLC. For the nine-month period ended September 30, 2016 and June 30, 2015, management fees were $48,600 and $48,600 respectively.

Subsequent Events

Subsequent Events

The Company evaluates events and transactions after the balance sheet date but before the financial statements are issued. As of the date of this filing there were no events that materially impacted the company.

Restatement

Restatement

The financial statements previous filed for the period ended September 30, 2016, have been restated. The board rescinded the issuance of 14,881,727 shares to the Company CEO resulting in the financial statement changes presented below.

Balance Sheet
September 30, 2016
		Previously Reported			Adjustment			Restated
Common stock, $0.0001 par value	$	4,000		$	(1,488	)	$	2,512
Accumulated earnings	$	(501,234	)	$	1,488		$	(499,746	)

Income Statement
For the Three Months Ended
General & Administrative Expenses	$	4,356		$	(1,488	)	$	2,868
Total Expense	$	24,756		$	(1,488	)	$	23,268
Net loss from Operations	$	(24,756	)	$	1,488		$	(23,268	)
Net loss	$	(28,940	)	$	1,488		$	(27,452	)
Weighted average number of common shares outstanding		39,998,273			(15,230,000	)		24,768,273

Income Statement
For the Nine Months Ended
General & Administrative Expenses	$	5,157		$	(1,488	)	$	3,669
Total Expense	$	90,550		$	(1,488	)	$	89,062
Net loss from Operations	$	(90,550	)	$	1,488		$	(89,062	)
Net loss	$	(103,012	)	$	1,488		$	(101,524	)
Weighted average number of common shares outstanding		39,998,273			(15,230,000	)		24,768,273

Statement of Cash Flow
For the Nine Months Ended September 30, 2016
Net Income	$	(103,012	)	$	1,488		$	(101,524	)
Stock based compensation	$	1,488		$	(1,488	)	$	–

XML

1. Organization, Operations and Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Intangible asset schedule

	September 30, 2016			December 31, 2015
Patents	$	2,277		$	2,277
Less:  Accumulated Amortization		(595	)		(446	)
Impairment		(1,682	)		–
	$	–		$	1,831

Schedule of professional expenses

	September 30, 2016		September 30, 2015
Contract Management Fees	$	48,600	$	48,600
Other Professional Services		35,110		123,886
	$	83,710	$	172,486

Share based compensation table

	September 30, 2016		December 31, 2015
Stock award		–		350,000
Total Share-Based Compensation Expense	$	–	$	35

Option activity table

	Number of Shares		Weighted Average Exercise Price ($)
Balance at December 31, 2014		1,000,000		0.20
Granted		0		–
Exercised		0		–
Forfeited or expired		0		–
Balance at December 31, 2015		1,000,000		0.20
Granted		0		–
Exercised		0		–
Forfeited or expired		0		–
Balance at September 30, 2016		1,000,000		0.20

Options outstanding and exercisable

Weighted average contractual remaining term - options outstanding		0.0 years
Aggregate intrinsic value - options outstanding		–
Warrants exercisable		1,000,000
Weighted average exercise price - options exercisable	$	0.20

Assumptions used

Risk-free interest rate	0.01%
Expected life of options	4-5 years
Annualized volatility	144.00%
Dividend Income	0.00%

Restatement

Balance Sheet
September 30, 2016
		Previously Reported			Adjustment			Restated
Common stock, $0.0001 par value	$	4,000		$	(1,488	)	$	2,512
Accumulated earnings	$	(501,234	)	$	1,488		$	(499,746	)

Income Statement
For the Three Months Ended
General & Administrative Expenses	$	4,356		$	(1,488	)	$	2,868
Total Expense	$	24,756		$	(1,488	)	$	23,268
Net loss from Operations	$	(24,756	)	$	1,488		$	(23,268	)
Net loss	$	(28,940	)	$	1,488		$	(27,452	)
Weighted average number of common shares outstanding		39,998,273			(15,230,000	)		24,768,273

Income Statement
For the Nine Months Ended
General & Administrative Expenses	$	5,157		$	(1,488	)	$	3,669
Total Expense	$	90,550		$	(1,488	)	$	89,062
Net loss from Operations	$	(90,550	)	$	1,488		$	(89,062	)
Net loss	$	(103,012	)	$	1,488		$	(101,524	)
Weighted average number of common shares outstanding		39,998,273			(15,230,000	)		24,768,273

Statement of Cash Flow
For the Nine Months Ended September 30, 2016
Net Income	$	(103,012	)	$	1,488		$	(101,524	)
Stock based compensation	$	1,488		$	(1,488	)	$	–

XML

1. Intangible asset (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Intangible Asset Details
Patents	$ 2,277	$ 2,277
Less: Accumulated Amortization	(595)	(446)
Impairment	(1,692)	0
Net intangible asset	$ 0	$ 1,831

XML

1. Professional fees (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Contract Management fees			$ 48,600	$ 48,600
Other Professional Services			35,110	123,886
Professional and contractor expenses	$ 20,400	$ 56,755	$ 83,710	$ 172,486

XML

1. Stock-based Compensation (Details - Compensation expense) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Share based compensation, shares issued	0	350,000
Share based compensation expense	$ 0	$ 35

XML

1. Stock-based Compensation (Details - Option activity) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Number of Shares
Options outstanding, beginning balance	10,000,000	10,000,000
Options granted	0	0
Options exercised	0	0
Options forfeited or expired	0	0
Options outstanding, ending balance	10,000,000	10,000,000
Weighted Average Exercise Price
Weighted average exercise price, options outstanding, beginning balance	$ .20	$ .20
Weighted average exercise price, options granted
Weighted average exercise price, options exercised
Weighted average exercise price, options forfeited or expired
Weighted average exercise price, options outstanding, ending balance	$ 0.20	$ .20

XML

1. Stock-based Compensation (Details - Options outstanding)	9 Months Ended
	Sep. 30, 2016 USD ($) $ / shares shares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Weighted average contractual remaining term - options outstanding	0 years
Aggregate intrinsice value - options outstanding | $	$ 0
Options exercisable | shares	10,000,000
Weighted average exercise price - options exercisable | $ / shares	$ 0.20

XML

1. Stock-based Compensation (Details - Assumptions)	9 Months Ended
	Sep. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Risk-free interest rate	0.01%
Expected life	4-5 years
Annualized volatility	144.00%
Dividend Income	0.00%

XML

1. Organization (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	Dec. 31, 2014
Cash and cash equivalents	$ 7,871	$ 51,806	$ 7,871	$ 51,806	$ 15,282	$ 88,495
Cash flows from operations			(34,911)	(186,689)
Impairment of long-lived assets	0	0	1,683	0
Amortization expense	0	0	148	104
Accounts Payable	42,092		42,092		1,080
Accrued expenses	11,308		11,308		0
Accrued interest	27,404		27,404		14,942
Unsecured, short-term notes payable	415,000		415,000		$ 395,000
Professional and management fees	20,400	$ 56,755	83,710	172,486
Lont-term debt [Member]
Debt face value	$ 7,500		$ 7,500
Debt stated interest rate	12.00%		12.00%
Debt maturity date			Dec. 31, 2017
Short-term debt 1 [Member]
Debt face value	$ 250,000		$ 250,000
Debt stated interest rate	4.00%		4.00%
Short-term debt 2 [Member]
Debt face value	$ 250,000		$ 250,000
Short-term debt 3 [Member]
Debt face value	$ 165,000		165,000
Chief Executive Officer [Member]
Professional and management fees			$ 48,600	$ 48,600

XML

1. Stockholders' Equity (Details Narrative)	12 Months Ended
	Dec. 31, 2015 USD ($) shares
License Agreement [Member]
Stock issued for patent agreement, shares	22,768,273
Two Contractors [Member]
Stock issued for services, shares	350,000
Stock issued for services, value | $	$ 35

XML

1. Restatement (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Common stock value	$ 2,512		$ 2,512		$ 2,512
Accumulated earnings	(499,746)		(499,746)		$ (398,222)
General and administrative expenses	2,868	$ 11,012	3,669	$ 16,033
Total expenses	23,268	67,767	89,062	188,519
Net loss from operations	(23,268)	(67,767)	(89,062)	(186,794)
Net loss	$ (27,452)	$ (71,276)	$ (101,524)	$ (194,990)
Weighted average number of common shares outstanding	24,768,273	24,768,273	24,768,273	24,768,273
Stock based compensation			$ 0	$ 0
Scenario, Previously Reported [Member]
Common stock value	$ 4,000		4,000
Accumulated earnings	(501,234)		(501,234)
General and administrative expenses	4,356		5,157
Total expenses	24,756		90,550
Net loss from operations	(24,756)		(90,550)
Net loss	$ (28,940)		$ (103,012)
Weighted average number of common shares outstanding	39,998,273		39,998,273
Stock based compensation			$ 1,488
Scenario, Adjustment [Member]
Common stock value	$ (1,488)		(1,488)
Accumulated earnings	1,488		1,488
General and administrative expenses	(1,488)		(1,488)
Total expenses	(1,488)		(1,488)
Net loss from operations	1,488		1,488
Net loss	$ 1,488		$ 1,488
Weighted average number of common shares outstanding	(15,230,000)		(15,230,000)
Stock based compensation			$ (1,488)