UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 


 

(Mark One)

 

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

 

For the Quarterly Period Ended April 30,October 31, 2014

or

 

¨or

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

 

Commission File Number: 333-191443

 

Travelsafe, Inc. CLONE ALGO TECHNOLOGIES INC.

(FORMERLY KNOWN AS TRAVELSAFE, INC.)

 (Exact


(Exact name of registrant as specified in its charter)

 

Nevada

46-2283813

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

12926 Morehead3753 Howard Hughes Parkway, Suite 200, Las Vegas, NV 89169-0952

Chapel Hill, NC 27517


 (Address of principal executive offices)(Zip Code)

 

(919) 969-2982844-256-6325


 (Registrant’s(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yesx ☐  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 filer. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in rule 12b-2 of the Exchange Act.

 

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company

x

(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes o ☐ No x

 

As of June 6,December 12, 2014, the registrant had 5,950,00094,150,000 shares of its common stock outstanding.

  


  

CLONE ALGO TECHNOLOGIES INC.

(FORMERLY KNOWN AS TRAVELSAFE, INC.)

QUARTERLY REPORT ON FORM 10-Q

April 30,October 31, 2014

 

TABLE OF CONTENTS

 

PAGE

PART I - FINANCIAL INFORMATION

 

Item 1.

Financial Statements

3

4

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

10

13

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

13

18

Item 4.

Controls and Procedures

13

18

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

14

18

Item 1A.

Risk Factors

14

18

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

14

19

Item 3.

Defaults Upon Senior Securities

14

19

Item 4.

Mine Safety Disclosure

14

19

Item 5.

Other Information

14

19

Item 6.

Exhibits

14

19

SIGNATURES

15

20

  


PART I – FINANCIAL INFORMATION

 

Item 1.1 - Financial Statements.Statements

 

CLONE ALGO TECHNOLOGIES INC.

(FORMERLY KNOWN AS TRAVELSAFE, INC.)

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEETS

 

 April 30, 2014  July 31, 2013  

October 31, 2014

  

July 31, 2014

 
 (Unaudited)     

(UNAUDITED)

     
ASSETS               
        
Current assets                
Cash $21,311  $86,475  $987,424  $16,224 

Accounts receivable

  110,000   - 

Prepaid infrastructure expense

  186,667   - 
Prepaid expenses  7,892       5,050   4,768 
Total assets $29,203  $86,475  $1,289,141  $20,992 
        
                
LIABILITIES AND STOCKHOLDERS' EQUITY            
                
Current liabilities  ��             
Loan payable from related party $4,333  $4,208 

Accounts payable

 $22,965  $450 

Loan payable to related party

  -   4,346 
Total liabilities  4,333   4,208   22,965   4,796 
                
Commitments and Contingencies                
                
Stockholders' equity                
Preferred stock, $0.00001 par value; 10,000,000 shares authorized, none issued and outstanding  -   - 
Common stock, $0.00001 par value; 250,000,000 shares authorized, 5,950,000 and 5,950,000 shares issued and outstanding, respectively  60   60 

Preferred stock, $0.001 par value; 200,000,000 shares authorized, none issued and outstanding

  -   - 

Common stock, $0.001 par value; 3,000,000,000 shares authorized, 94,150,000 and 5,950,000 shares issued and outstanding at October 31, 2014 and July 31, 2014, respectively

  94,150   5,950 
Additional paid-in capital  107,315   93,815   2,697,200   105,925 
Deficit accumulated during the development stage  (82,505)  (11,608)

Subscriptions receivable

  (1,430,000)  - 

Accumulated deficit

  (95,174)  (95,679)
Total stockholders' equity  24,870   82,267   1,266,176   16,196 
                
Total liabilities and stockholders' equity $29,203  $86,475  $1,289,141  $20,992 

 

See Accompanying Notes to Unaudited Condensed Financial Statements

The accompanying notes are an integral part of these unaudited condensed financial statements.


CLONE ALGO TECHNOLOGIES INC.

(FORMERLY KNOWN AS TRAVELSAFE, INC.)

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

  For the Three Months Ended  For the Period from March 7, 2013  For the Nine Months Ended  For the Period from March 7, 2013 
  April 30, 2014  (Inception) to April 30, 2013  April 30, 2014  (Inception) to April 30, 2014 
             
Operating expenses                
Professional fees $13,568  $3,789  $56,152  $59,941 
Compensation  4,500   3,000   13,500   21,000 
General and administrative  281   319   1,245   1,564 
Total operating expenses  18,349   7,108   70,897   82,505 
                 
LOSS FROM OPERATIONS BEFORE INCOME TAXES  (18,349)  (7,108)  (70,897)  (82,505)
                 
Provision for Income Taxes  -   -   -   - 
                 
NET LOSS $(18,349) $(7,108) $(70,897) $(82,505)
                 
Net Loss Per Share  - Basic and Diluted $(0.00) $(0.00) $(0.01)    
                 
Weighted average number of shares outstanding during the period - Basic and Diluted  5,950,000   5,000,000   5,950,000     

See Accompanying Notes to Unaudited Condensed Financial Statements

  

4
  

For the Three Months Ended

 
  

October 31, 2014

  

October 31, 2013

 
         

Revenues

 $110,000  $- 
         

Cost of sales

  33,333   - 
         

Gross profit

  76,667   - 
         

Operating expenses:

        

Professional fees

  60,410   20,496 

Compensation

  -   4,500 

General and administrative

  15,755   40 

Total operating expenses

  76,165   25,036 
         

Income (loss) from operations

  502   (25,036)
         

Other income:

        

Interest income

  3   - 

Total other income

  3   - 
         

Income (loss) from operations before income tax

  505   (25,036)
         

Provision for income taxes

  -   - 
         

Net income (loss)

 $505  $(25,036)
         

Net income (loss) per share - basic and diluted

 $0.00  $(0.00)
         

Weighted average number of shares outstanding during the period - Basic and diluted

  36,558,696   5,950,000 

 

TRAVELSAFE, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM MARCH 7, 2013 (INCEPTION) TO APRIL 30, 2014

(UNAUDITED)

                 Deficit    
  Preferred stock  Common stock  Additional  accumulated during  Total 
              paid-in  development  Stockholders' 
  Shares  Amount  Shares  Amount  capital  stage  Equity 
                      
Balance, March 7, 2013 (Inception)  -  $-   -  $-  $-  $-  $- 
                             
Founder common stock issued for cash ($.00001/share)  -   -   5,000,000   50   -   -   50 
                             
Common stock issued for cash ($.10/share), net of fees of $8,675  -   -   950,000   10   86,315   -   86,325 
                             
In kind contribution of services  -   -   -   -   7,500   -   7,500 
                             
Net loss for the period from March 7, 2013 (Inception) to July 31, 2013  -   -   -   -   -   (11,608)  (11,608)
                             
Balance, July 31, 2013  -   -   5,950,000   60   93,815   (11,608)  82,267 
                             
In kind contribution of services  -   -   -   -   13,500   -   13,500 
                             
Net loss for the nine months ended April 30, 2014  -   -   -   -   -   (70,897)  (70,897)
                             
Balance, April 30, 2014  -  $-   5,950,000  $60  $107,315  $(82,505) $24,870 

See Accompanying Notes to Unaudited Condensed Financial StatementsThe accompanying notes are an integral part of these unaudited condensed financial statements.

 

5

 

CLONE ALGO TECHNOLOGIES INC.

(FORMERLY KNOWN AS TRAVELSAFE, INC.)

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF CASH FLOWS

(UNAUDITED)

 

  For the Nine Months Ended  For the Period from March 7, 2013  For the Period from March 7, 2013 
  April 30, 2014  (Inception) to April 30, 2013  (Inception) to April 30, 2014 
Cash Flows From Operating Activities:            
Net Loss $(70,897) $(7,108) $(82,505)
Adjustments to reconcile net loss to net cash used in operating activities:            
In kind contribution of services  13,500   3,000   21,000 
Amortization expense  4,608   -   4,608 
Changes in operating assets and liabilities:            
Increase in prepaid expenses  (12,500)  -   (12,500)
Net Cash Used In Operating Activities  (65,289)  (4,108)  (69,397)
             
Cash Flows Used in Investing Activities:  -   -   - 
             
Cash Flows From Financing Activities:            
Loans from related party  125   4,208   4,333 
Proceeds from sale of common stock, net  -   -   86,375 
Net Cash Provided by Financing Activities  125   4,208   90,708 
             
Net Increases / (Decrease) in Cash  (65,164)  100   21,311 
             
Cash at Beginning of Period  86,475   -   - 
             
Cash at End of Period $21,311  $100  $21,311 
             
Supplemental disclosure of cash flow information:            
             
Cash paid for interest $-  $-  $- 
Cash paid for taxes $-  $-  $- 
  

For the Three Months Ended

 
  

October 31, 2014

  

October 31, 2013

 

Cash Flows From Operating Activities:

        

Net income (loss)

 $505  $(25,036)

Changes in operating assets and liabilities:

        

Increase in accounts receivable

  (110,000)  - 

Increase in prepaid expense and prepaid infrastructure expense

  (186,949)  - 

Increase in accounts payable

  22,515   99 

Net Cash Used In Operating Activities

  (273,929)  (24,937)
         

Cash Flows From Financing Activities:

        

Repayment of loan to related party

  (4,346)  - 

Proceeds from sales of stock

  1,246,000   - 

Contributed capital by former officer

  3,475   - 

Net Cash Provided by Financing Activities

  1,245,129   - 
         

Net increase (decrease) in cash

  971,200   (24,937)
         

Cash at beginning of period

  16,224   86,475 
         

Cash at end of period

 $987,424  $61,538 
         

Supplemental disclosures of cash flow information:

        
         

Cash paid for interest

 $-  $- 
         

Cash paid for taxes

 $-  $- 

 

See Accompanying Notes to Unaudited Condensed Financial Statements

The accompanying notes are an integral part of these unaudited condensed financial statements.


CLONE ALGO TECHNOLOGIES INC.

(FORMERLY KNOWN AS TRAVELSAFE, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30,OCTOBER 31, 2014

 

NOTE 1 SUMMARY– NATURE OF SIGNIFICANT ACCOUNTING POLICIESOPERATIONS AND ORGANIZATIONBASIS OF PRESENTATION

(A) OrganizationAs used herein and except as otherwise noted, the term “Company”, “it(s)”, “our”, “us”, “we” and “CATI” shall mean Clone Algo Technologies Inc., a Nevada corporation.

Clone Algo Technologies Inc. was originally incorporated on March 7, 2013 in Nevada under the name TravelSafe, Inc. On September 24, 2014, the principal shareholder of TravelSafe (the “Seller”) entered into and closed a Stock Purchase Agreement with the two individuals (the “Purchasers”), whereby the Purchasers purchased from the Seller an aggregate of 5,000,000 shares of common stock, par value $0.00001 per share (the “Shares”) of TravelSafe, Inc. for an aggregate purchase price of $280,000 (the “Purchase Price”). The shares purchased represented approximately 84% of the total issued and outstanding shares of TravelSafe, Inc. Prior to the closing of the Stock Purchase Agreement, the Seller was the sole officer and director of the Company, as well as the Company’s majority shareholder. As a result of the sale of Shares, change in control of TravelSafe Inc. occurred and the company’s name was changed to Clone Algo Technologies Inc. (the “Company”).

Clone Algo Technologies Inc. is a technology company specializing in developing algorithms based on artificial intelligence and operates social investment networks. The Company ushers the social trading revolution and helps the users create passive income by cloning algorithms which automatically trade forex, shares, gold and CFDs to the account holder’s brokerage account.

 

The accompanying unauditedinterim condensed financial statements are unaudited, but in the opinion of management of the Company, contain all adjustments, which include normal recurring adjustments and business acquisition adjustments, necessary to present fairly the financial position at October 31, 2014, and the results of operations and cash flows for the three months ended October 31, 2014. The balance sheet at July 31, 2014 is derived from the Company’s audited financial statements.

Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these financial statements are adequate to make the information presented therein not misleading. For further information, refer to the financial statements and the notes thereto contained in the Company’s 2014 Annual Report filed with the Securities and Exchange Commission on Form 10-K on September 17, 2014.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s unaudited financial statements. The unaudited condensed financial statements and notes are the representation of the Company’s management who is responsible for their integrity and objectivity. The unaudited condensed financial statements of the Company conform to accounting principles generally accepted in Thethe United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information necessary for a comprehensive presentation of financial position and results of operations. The interim results for the period ended April 30, 2014 are not necessarily indicative of results for the full fiscal year. 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 statements presentation.

  

TravelSafe, Inc. (a development stage company) (the "Company") was incorporated under the laws of the State of Nevada on March 7, 2013. The Company plans to arrange medical, mobility, companion and associated travel services for senior citizens with medical and/or physical conditions that require or may require specialized accommodations. The Company’s fiscal year end is July 31.


 

The activities during the development stage include developing the business plan and raising capital.

CLONE ALGO TECHNOLOGIES INC.

(B) Use of Estimates(FORMERLY KNOWN AS TRAVELSAFE, INC.)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

OCTOBER 31, 2014

 

In preparingUse of Estimates

The preparation of unaudited condensed financial statements in conformity with generally accepted accounting principles,U.S. GAAP requires management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reportedreporting period. ActualThe Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results couldof which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from thosethe Company’s estimates. The most significantTo the extent there are material differences between the estimates includeand the valuationactual results, future results of deferred tax valuation allowance and valuation of contributed services.operations will be affected.

 

Revenue Recognition

The Company recognizes revenues when persuasive evidence of an arrangement exists; delivery has occurred; price is fixed or determinable; and collectability of the related receivable is reasonably assured. The Company closely follows the provisions of Financial Accounting Standards Board Accounting Standards Codification (ASC) 605 “Revenue Recognition”, which includes the guidelines of Staff Accounting Bulletin No. 104 as described above.

The Company's main source of revenue is from developing customized algorithms for brokers, hedge funds, distributors and banks and licensing its Clone Algo Applications based on the type of trading in which their customers (its users) are engaged in.  Each user has multiple accounts running different algorithms for different asset classes.

The Company recognizes revenues when the customers accept the delivery of customized algorithms project and notify the Company in writing to confirm that they are satisfied with the completed projects and no further modifications needed, the price is fixed and the collection of revenue is reasonably assured.

(C) Earnings (Loss) Per Common Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the three months ended October 31, 2014 and 2013, there were no potentially dilutive common shares outstanding during the period.

Cash and Cash Equivalents

The Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid temporary cash investmentsdebt instruments purchased with an originala maturity of three months or less to be cash and cash equivalents. At April 30,October 31, 2014 and July 31, 2013,2014, the Company has no$0 and $0 of cash equivalents.

  


(D) Loss Per ShareCLONE ALGO TECHNOLOGIES INC.

(FORMERLY KNOWN AS TRAVELSAFE, INC.)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

OCTOBER 31, 2014

 

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “ Earnings Per Share. ” As of April 30, 2014 and July 31, 2013 there were no common share equivalents outstanding.

(E) Income Taxes

The Company accounts for income taxes under FASB ASC Topic 740,income taxes (“ASC Topic 740”). Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

Internal Revenue Code Section 382 ("Section 382") imposes limitations on the availability of a company's net operating losses after certain ownership changes occur. The Section 382 limitation is based upon certain conclusions pertaining to the dates of ownership changes and the value of the Company on the dates of the ownership changes. It was determined that an ownership change occurred in September 2014. The amount of the Company's net operating losses incurred prior to the ownership change is limited based on the value of the Company on the date of the ownership change. Management has not determined the amount of net operating losses generated prior to the ownership change available to offset taxable income subsequent to the ownership change.

Fair value of Financial Instruments and Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, amounts receivable, accounts payable and amounts due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.


CLONE ALGO TECHNOLOGIES INC.

(FORMERLY KNOWN AS TRAVELSAFE, INC.)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

OCTOBER 31, 2014

(F) Business Segments

The Company operates in one segment and therefore, segment information is not presented.

 

Recent Accounting Pronouncements

The Company qualifies as an “(G) Revenue Recognitionemerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Except for the early adoption of ASU 2014-10, as discussed above, we have elected to take advantage of the benefits of this extended transition period.

In August 2014, the FASB issued ASU 2014-15,Presentation of Financial Statements -Going Concern. The new standard required management of public and private companies to evaluate whether there is substantial doubt about the entity's ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect the adoption of the ASU to have a significant impact on our consolidated financial statements.

 

The Company will recognize revenue on arrangements in accordance with FASB ASC Topic 605, “Revenue Recognition ”. Inhas implemented all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured.

(H) Fair Value of Financial Instruments and Fair Value Measurements

The carrying amounts reported in the Company’s financial instruments for the Loans payable - related party are the approximate fair value based on the short-term maturity for these instruments.

The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosers in accordance with ASC Topic 820,   Fair Value Measurements and Disclosures   (“ASC Topic 820”). For certain of our financial instruments, including cash and accounts payable, the carrying amounts approximate fair value due to their short maturities.  

ASC Topic 820 provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC Topic 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. 

(I) Recent Accounting Pronouncements

There are no recentnew accounting pronouncements that are expected toin effect and that may impact its unaudited condensed financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material effectimpact on the Company’sits financial statements.position or results of operations.

 

NOTE 23 – PREPAID EXPENSESINFRASTRUCTUREEXPENSE

 

On December 17, 2013September 29, 2014, the Company entered into a 1one year agreement with a third party for providing technical services and support for maintaining its transfer agentintellectual property platform and computer servers. The agreement is effective October 1, 2014, and is renewable for servicesan additional year unless either party gives a written notice to the other party not to renew the agreement at least sixty days prior to the renewal date. Pursuant to the terms of $12,500.the agreement, the Company agreed to pay $400,000 annually for maintaining its intellectual property platform and computer servers which will be amortized over the 12 months term. During the three months ended October 31, 2014, the Company prepaid $220,000 of infrastructure expense. The Company is amortizinghas amortized $33,333 of prepaid infrastructure expense and recorded the amount as cost of sales for the servicesthree months ended October 31, 2014. The unamortized prepaid infrastructure expense of $186,667 at October 31, 2014 will be amortized ratably over the durationremaining term of the contract. As of April 30, 2014, the unamortized balance is $7,892.agreement.

NOTE 34 - LOAN PAYABLE - RELATED PARTY

 

At April 30, 2014 and July 31, 2013, theThe Company’s former president has paidwas indebted for a total of $4,332 and $4,208, respectively$4,346 for expenses paid on behalf of the Company for expenses.as of July 31, 2014. The amount isCompany has paid cash payment of $4,346 to the former president during the three months ended October 31, 2014. No amounts were payable upon demand, non-interest bearing and unsecured.as of October 31, 2014.


CLONE ALGO TECHNOLOGIES INC.

(FORMERLY KNOWN AS TRAVELSAFE, INC.)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

OCTOBER 31, 2014

 

NOTE 45 - STOCKHOLDERS’ EQUITY

The Company’s capitalization at October 31, 2014 was 200,000,000 authorized shares of preferred stock, and 3,000,000,000 authorized shares of common stock, both with a par value of $0.001 per share.

On September 24, 2014, the Company filed an amendment to its Articles of Incorporation and increased its authorized number of shares of preferred stock from 10,000,000 to 200,000,000 shares and increased its authorized number of common stock from 250,000,000 to 3,000,000,000 shares. The Company increased the par value of its shares of preferred stock from $0.00001 to $0.001 per share, and increased the par value of its shares of common stock from $0.00001 to $0.001 per share.

(A) Preferred Stock

The Company authorized 10,000,000200,000,000 shares of blank check preferred stock with a par value of $.00001$0.001 per share with rights and preferences to be determined by the board of directors. No preferred stock was issued and outstanding as of October 31, 2014.

 

(B) Common Stock Issued for Cash

On March 7, 2013,September 29, 2014, the Company and Strategyland Research Limited (the “Seller”) entered into an Intellectual Property Transfer Agreement (the “Agreement”). Pursuant to the Agreement, the Seller sold all of its rights, title and interest in and to the following assets, properties and rights: (a) the BookSmooth Trademark and the BookSmooth Domain Name; (b) all of the goodwill related to the Seller’s rights, title and interest to the BookSmooth Trademark and the BookSmooth Domain Name; (c) the BookSmooth Mobile APP complete with manuals; and (d) the BookSmooth Mobile APP Source codes (collectively, the “Intellectual Property” or “IP”). The Seller paid a cash consideration of $176,000 to the Company for the purchase of 88,000,000 shares of the Company’s common stock and for the sale of its Intellectual Property. The shares were issued and outstanding as of October 31, 2014. Upon the execution of agreement, Strategyland Research Limited became the majority shareholder of the Company.

On October 31, 2014, management performed a valuation analysis of the intangible Intellectual Property and concluded that the cost needed to support the value of the Intellectual Property, pursuant to FASB standards, would be too costly and time consuming as the Intellectual Property is extremely unique. As a result, the Company valued the IP to $0 at October 31, 2014.

On October 14, 2014, the Company sold 5,000,000200,000 shares of founderits common stock ($0.00001/share)(the “Shares”) to ten foreign investors (each a “Purchaser”) at a price per share of $12.50 for an aggregate offering price of $2,500,000. As of October 31, 2014, the subscription documents were completed for all 200,000 shares. The Company received cash consideration of $50.$1,070,000 pursuant to the offering, and the remaining balance of $1,430,000 is recorded as subscriptions receivables as of October 31, 2014.

 

Between May 16, 2013 and July 31, 2013As a result of the above stock transactions, the Company sold 950,000has 94,150,000 shares of common stock to 30 investors ($0.10/share) for cashissued and outstanding as of $95,000 less expenses of $8,675.October 31, 2014.


CLONE ALGO TECHNOLOGIES INC.

(FORMERLY KNOWN AS TRAVELSAFE, INC.)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

OCTOBER 31, 2014

 

(C) In-Kind Contribution of Services

 

During the periodthree months ended JulyOctober 31, 2014 and 2013, the Officerformer officer of the Company contributed services havingthat had a fair value of $7,500.$0 and $4,500, respectively.

Contributed Capital by Former Officer

During the three months ended October 31, 2014, the former officer of the Company contributed capital of $3,475 to fund the operating expenses.

NOTE6CONCENTRATION

 

During the three and nine months ended April 30,October 31, 2014, 100% of consulting income and accounts receivable were derived from two customers: 73% and 27%, respectively.


As of October 31, 2014, the OfficerCompany has approximately $737,400 of the Company contributed services having a fair valuecash in excess of $4,500 and $13,500 respectively. For the period March 7, 2013 (Inception) to April 30, 2013 the Officer of the Company contributed services having a fair value of $3,000.FDIC insurance.

NOTE 5 GOING CONCERN

 

As reflected in the accompanying unaudited condensed financial statements, the Company is in the development stage with limited operations. The Company has used cash in operations of $69,397 from inception and has a net loss since inception $82,505. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to implement its strategic plans provide the opportunity for the Company to continue as a going concern.


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

 

The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes included under Part I, Item 1 of this Quarterly Report on Form 10-Q. This discussion contains foward-lookingforward-looking statements about our business and operations. Our actual results may differ materially from those we currently anticipate.

 

Plan of Operations

 

We have commenced limited operations and our proposed business plan is not yet fully operational. We are finalizing our business plan and working to obtainobtained our first client but have not yet engaged any clients.two customers in a span of one and one-half months.

 

TravelSafe,On September 24, 2014, John Fahlberg (the “Seller”) and Nakul Gupta and Oksana Murarova (the “Purchasers”) entered into and closed a Stock Purchase Agreement (the “Stock Purchase Agreement”), whereby the Purchasers purchased from the Seller an aggregate of 5,000,000 shares of common stock, par value $0.00001 per share (the “Shares”) of the Clone Algo Technologies Inc. (f/k/a) Travelsafe, Inc. (the “Company”) for an aggregate purchase price of $280,000 (the “Purchase Price”). The Shares represented approximately 84% of the issued and outstanding shares of the Company. Prior to the closing of the Stock Purchase Agreement, the Seller was the sole officer and director of the Company, as well as the Company’s majority shareholder.

In connection with the closing of the Stock Purchase Agreement, on September 24, 2014, John Fahlberg submitted to the Company a resignation letter pursuant to which he resigned from his position as officer and member of the Board of Directors of the Company. Mr. Fahlberg’s resignation was not a result of any disagreements relating to the Company’s operations, policies or practices. On September 24, 2014, the board of directors of the Company (the “Board”) and the majority stockholders of the Company (the “Shareholders”) accepted the resignation of Mr. Fahlberg and, contemporaneously appointed (i) Nakul Gupta to serve as the Chief Executive Officer, Chief Financial Officer and member of the Board of Directors; and (ii) Oksana Murarova to serve as the Secretary, Treasurer, and member of the Board of Directors. In addition, the Company amended its Articles of Incorporation and (a) changed its name from “Travelsafe, Inc.” to “Clone Algo Technologies Inc.”; (b) increased its authorized number of shares of common stock from 250 million to 3 billion; (c) increased its authorized number of shares of preferred stock from 10 million to 200 million; (d) increased the par value of its shares of common stock from $0.00001 to $0.001; and (e) increased the par value of its shares of preferred stock from $0.00001 to $0.001.

On September 29, 2014, the Company entered into a one year agreement with Tradeology Ltd. (“Tradeology”) for Tradeology to provide technical services and support for maintaining its intellectual property platform and computer servers. The agreement is effective October 1, 2014, and is renewable for an additional year unless either party gives a written notice to the other party not to renew the agreement at least sixty days prior to the renewal date. Pursuant to the terms of the agreement, the Company agreed to pay $400,000 annually for maintaining its intellectual property platform and computer servers. During the three months ended October 31, 2014, the Company prepaid $220,000 of this $400,000. Mr. Niraj Goel owns more than 50% of Tradeology and also, via his control of Strategyland Research Limited, controls the Company. Mr. Goel owns more than 50% of Strategyland Research Limited and is a member of its board of directors.

On September 29, 2014, the Company and a third party Strategyland Research Limited (Strategyland) entered into an Intellectual Property Transfer Agreement (the “Agreement”). Pursuant to the Agreement, Strategyland sold all of its rights, title and interest in and to the businessfollowing assets, properties and rights: (a) the BookSmooth Trademark and the BookSmooth Domain Name; (b) all of arranging medical, mobility, companionthe goodwill related to the Strategyland’s rights, title and associated services for senior citizensinterest to the BookSmooth Trademark and the BookSmooth Domain Name; (c) the BookSmooth Mobile APP complete with medical and/or physical conditions that require or may require specialized accommodation. While we do not directly provide medical, mobility, companionmanuals; and associated services(d) the BookSmooth Mobile APP Source codes (collectively, the “Intellectual Property”). Strategyland paid a cash consideration of $176,000 to our clients, we arrangethe Company in consideration for the services necessary to make travel safepurchase of 88 million shares of Company’s common stock and worry-free for seniorssale of the Intellectual Property. The shares represent approximately 93.67% of the total issued and outstanding shares of the Company. This resulted in a change of control of the Company with medical concerns or physical limitations. The Company was founded by John Fahlberg, a seasoned businessman who recognized a significant need for medical/mobility support services for senior travelers residing inStrategyland Research Limited becoming the Research Triangle Area. We plan to arrange on-site services providers to offer daily medical supervision, on-call emergency care, trained travel companions, medication management and mobility equipment to its clients as requested or required.majority shareholder of the Company.

 


We plan to market to senior citizens

The Company plans on launching, in the Raleigh/Durham/Chapel Hill (RDCH), NC area that have medical or physical conditions that may require specialized travel accommodations. By July 2014, we plancoming weeks, a new mobile application called “YAY.” This APP will eventually allow users to: 1) make free phone calls to contact the medical personnelother users; 2) chat and transportation providers listed in the “Service Provider Arrangements” section of this documentsend photos for free to establish arrangementsother users; 3) get pre-approved for desired medical mobility, companionloans; 4) share pictures and associated travel services forvideos on our clients. We have already made contact with Interim Health Care, All Medical Personnel and Metropolitan Shuttle.

We plansocial networking service; 5) sell items to establish arrangements with hotels in selected markets that have the facilities and personnelother users; 6) sell items on a wholesale basis to assist our senior citizen travels that have medical or physical disabilities by August 2014. Estimated travel costsother users who are expected to be $2,000 to $3,000 per trip for airfare, hotels and associated costs.

We have developed an informational website that describes the travel services that TravelSafe can arrange. The website will provide the ability to contact TravelSafe, Inc. for more information. The website, travelsafeco.com is functioning and operational at this time. The cost for development of the website was $500.

By August 2014, we plan to contact travel agencies in the RDCH area to establish relationships whereby they can provide travel agency services for our clients. By August 2014, we plan to contact travel insurance providers to see if they may be interested in providing travel insurance to our clients. We have already contacted Allianz Travel Insurance about providing insurance.

We have contacted three senior citizen communities in the RDCH area to discuss the best means of informing residents of our travel services. In the next five to six months, we will reach out to more senior citizen retirement communities in the RDCH area to ascertain their interest in our services and present our company to them if so desired. We have also contacted three country clubs in the RDCH region that have a significant senior population to assess whether those clubs would promote our services to their members. In the next six to seven months, we plan to continue to reach out to country clubs in the region to assess whether those clubs would promote our services to their members.

We have contacted several senior citizen organizations in the area to assess their interest in our services and willingness to help market our travel services to disabled seniors. In the next seven to eight months, we will continue these efforts to reach out to senior citizen organizations in the RDCH region.

We have and will continue to work and consult with AARP Media and AARP Travelcenter over the next six months about developing a marketing strategy that targets senior citizens with medical/disability travel needs. We have made contact with several magazines that target senior citizens to explore advertising opportunities and costs. We plan to continue to explore these types of potential marketing opportunities over the next six to seven months.

By September 2014, we plan to conduct our first “trip” with two to four senior citizens to Orlando, Florida. Our clients will stay at the Wyndam Grand Orlando, which is an ADA compliantretailers; 7) reserve hotel that can provide ADA rooms and services for disabled travelers. We estimate that this trip will cost $1,000 to $3,000travel packages; and generate revenue between $650 to $1,450.

8) obtain discounts from our partners.

 

We are a development stagetechnology company specializing in developing algorithms based on artificial intelligence and operate social investment networks. The Company ushers the social trading revolution and helps the users create passive income by cloning algorithms which automatically trade forex, shares, gold and CFDs to date, ourthe account holder’s brokerage account. Our development efforts have been focused primarily on the development and marketing of our business model. In addition, to date we have limited operating history for investors to evaluate the potential of our business development. As such, we have not built our customer base or our brand name. In addition, our sources of cash are not adequate for the next 12 months of operations. If we are unable to raise additional cash, we will either have to suspend or cease our expansion plans entirely.

 

10

Results of Operation

 

We have conducted minimal operations during the three months ended April 30,October 31, 2014, and we have not generatedrecorded $110,000 in revenues for developing software applications for our customers during this period.period as compared to $0 in revenues for the same comparable period in 2013.  We had net lossesrecorded maintenance cost of $18,349our intellectual property infrastructure and computer servers as cost of sales of $33,333 for the three months ended April 30, 2014. For the nine months ended April 30,October 31, 2014 we have not generated any revenues during this period. We had net losses of $70,897as compared to $0 for the nine months ended April 30, 2014. For thesame comparable period March 7, 2013 (Inception) to April 30, 2013 we incurred losses of $7,108.in 2013.

 

DuringOur total operating expenses for the three months ended April 30,October 31, 2014 we experienced generaland 2013 were $76,165 and $25,036, respectively. We recorded $60,410 for legal, accounting and consulting fees for the three months ended October 31, 2014 as compared to $20,496 for the same comparable period in 2013. The Company had a change in control during the quarter ended October 31, 2014. As a result, the Company incurred increased legal and consulting expenses during the quarter ended October 31, 2014 as compared to 2013. General and administrative expenses of $281including officer compensation were $15,755 and total expenses of $18,349. These expenses consist of professional fees, computer and internet expenses and other miscellaneous items. During$4,540 for the ninethree months ended April 30,October 31, 2014 we incurred total expenses of $70,897 which consisted of professional fees, consulting fees, filing fees and general and administrative expenses. For the period March 7, 2013, (Inception) to April 30, 2013 we experienced general and administrative expenses of $319 and total expenses of $7,108.

respectively.

 

We earned a net income of $505 from our operations for the three months ended October 31, 2014 as compared to a loss of $25,036 for the same comparable period in 2013.

Liquidity and Capital Resources

 

AsCash and cash equivalents were $987,424 at October 31, 2014 compared to $16,224 at July 31, 2014. The Company recorded $110,000 in accounts receivables, $186,667 in prepaid infrastructure expense and $5,050 in prepaid expenses at October 31, 2014.

Management expects the Company’s expenses will continue to increase during the foreseeable future as a result of April 30, 2014,increased operational expenses and the development of additional software APPs. The Company anticipates earning revenues over the next twelve months from software development of customized applications, however, it may be dependent on the proceeds from future debt or equity investments to sustain its operations and implement its business plan. If the Company is unable to raise sufficient capital, it will be required to delay or forego some portion of its business plan, which may have an effect on its anticipated results from operations and financial condition. There is no assurance that the Company will be able to obtain necessary amounts of capital or that its estimates of capital requirements will prove to be accurate.


The Company presently does not have any significant credit available, bank financing or other external sources of liquidity. Its current operations and capital raise have been a source of liquidity, however, the Company will need to obtain additional capital in order to expand its operations and continue being profitable. In order to obtain capital, the Company may need to sell additional shares of its common stock or borrow funds from private lenders. There can be no assurance that it will be successful in obtaining additional funding.

To the extent that the Company has raised additional capital through the sale of equity, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on the Company’s operations. Regardless of whether the cash assets prove to be inadequate to meet the Company’s operational needs, it may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders. Even if the Company is able to raise the funds required, it is possible that it could incur unexpected costs and expenses, fail to collect significant amounts owed, or experience unexpected cash requirements that would force the Company to seek alternative financing.

Management has been successful in the past in raising capital, however, no assurance can be given that these sources of financing will continue to be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to us. If funding is insufficient at any time in the future, the Company may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of its planned service development and marketing efforts, any of which could have a negative impact on our business and operating results.

The following detailed information summarizes the key components of our cash flows for the three months ended October 31, 2014. To date, we had cashhave financed our growth from our operations and through the sale of $21,311.our stock. Our primary usesuse of cash havehas been for professionallegal, accounting and consulting fees. All funds received have been expended in the furtherance of growing the business and establishing brand portfolios. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:

 

·

1.

An increase in working capital requirements to finance additional marketproduct development,

·

2.

Addition of administrative and sales personnel as the business grows,

·

3.

Increases in advertising, public relations and sales promotions for existing and new brands as the company expands within existing markets or enters new markets, and

·

4.

The cost of being a public company.

 

The following summarizesOperating Activities

Net cash flows used in operating activities was $273,929 for the key componentsthree months period ended October 31, 2014 which resulted primarily due to our net income of $505, increase in accounts receivable of $110,000, increase in prepaid expenses and prepaid infrastructure expense of $186,949, and increase in accounts payable of $22,515.


Financing Activities

Net cash provided by financing activities was $1,245,129 for the three months period ended October 31, 2014 primarily due to contributed capital by former officer of $3,475 and cash received from sales of stock of $1,246,000, which was offset by cash paid for loan to related party of $4,346.

As a result of the Company’sabove activities, the Company recorded a net increase in cash flows forof $971,200 during the ninethree months ended April 30, 2014:

Cash flows used in operating activities $(65,289)
Cash flows used in investing activities $ 
Cash flows from financing activities $125 
Net decrease in cash and cash equivalents $(65,164)

If we do not experience any income or obtain additional financing, we could expect to run out of capital sometimeOctober 31, 2014. As reflected in the 4th quarterunaudited condensed financial statements, the Company has an accumulated deficit of 2014. For this reason, if we do not experience any income in the second half$95,174 as of fiscalOctober 31, 2014 we will needand has available cash of $987,424 as of October 31, 2014 to raise additional capital in order to continue our business.meet its current obligations.  

 

Going Concern

Our financial statements have been prepared on a going concern basis. As of April 30, 2014, we have not generated any revenues since inception.  We expect to finance our operations primarily through our existing cash, our operations and any future financing.  However, there exists substantial doubt about our ability to continue as a going concern because we will be required to obtain additional capital in the future to continue our operations and there is no assurance that we will be able to obtain such capital, through equity or debt financing, or any combination thereof, or on satisfactory terms or at all. Additionally, no assurance can be given that any such financing, if obtained, will be adequate to meet our capital needs. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, our operations would be materially negatively impacted. Therefore, there is substantial doubt as to our ability to continue as a going concern. Our ability to complete additional offerings is dependent on the state of the debt and/or equity markets at the time of any proposed offering, and such market’s reception of the Company and the offering terms. There is no assurance that capital in any form would be available to us, and if available, on terms and conditions that are acceptable.

Off Balance Sheet Arrangements

 

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, sales or expenses, results of operations, liquidity or capital expenditures, or capital resources that are material to an investment in our securities.

Critical Accounting Policies andSignificant Judgments andEstimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements which we have prepared in accordance with U.S. generally accepted accounting principles. In preparing our financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We have identified the following accounting policies that we believe require application of management’s most subjective judgments, often requiring the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our actual results could differ from these estimates and such differences could be material.

 

While our significant accounting policies are more fully described in more detail in Note 1 to2 of our unaudited financial statements for the periodsperiod ended April 30,October 31, 2014, and July 31, 2013 we believe that the following accounting policies are the mostto be critical to aid you in fully understanding and evaluating this management discussion and analysis.

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to income taxes and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of theour financial statements.

Cash and Cash Equivalents

 

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

 

Revenue Recognition

The Company is in the development stage and has yet to realizerecognizes revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptancearrangement exists; delivery has been approved by its customers, the feeoccurred; price is fixed or determinable based ondeterminable; and collectability of the completion of stated terms and conditions, and collection of any related receivable is probable.reasonably assured. The Company closely follows the provisions of Financial Accounting Standards Board Accounting Standards Codification (ASC) 605 “Revenue Recognition”, which includes the guidelines of Staff Accounting Bulletin No. 104 as described above.


Earnings (Loss) Per Common Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Income TaxesEarnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

 

Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.Income Taxes

The Company accounts for income taxes under ASC Topic 740, income taxes (“ASC Topic 740”). Under ASC Topic 740, deferred tax assets and liabilities are recognized for the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “Accounting for Income Taxes.  It prescribes a recognition threshold and measurement attributes forfuture tax consequences attributable to differences between the financial statement recognitioncarrying amounts of existing assets and measurement of aliabilities and their respective tax position taken orbases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be takenrecovered or settled. Under ASC Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Internal Revenue Code Section 382 ("Section 382") imposes limitations on the availability of a tax return.  As a result,company's net operating losses after certain ownership changes occur. The Section 382 limitation is based upon certain conclusions pertaining to the dates of ownership changes and the value of the Company on the dates of the ownership changes. It was determined that an ownership change occurred in September 2014. The amount of the Company's net operating losses incurred prior to the ownership change is limited based on the value of the Company on the date of the ownership change. Management has appliednot determined the amount of net operating losses generated prior to the ownership change available to offset taxable income subsequent to the ownership change.

Recent Accounting Pronouncements

The Company qualifies as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Except for the early adoption of ASU 2014-10, as discussed above, we have elected to take advantage of the benefits of this extended transition period.

In August 2014, the FASB issued ASU 2014-15,Presentation of Financial Statements -Going Concern. The new standard required management of public and private companies to evaluate whether there is substantial doubt about the entity's ability to continue as a more-likely-than-not recognition thresholdgoing concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The new standard is effective for all tax uncertainties.annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The guidance only allowsCompany does not expect the recognitionadoption of those tax benefits thatthe ASU to have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. The Company is subject to taxation in the United States.   All of the Company’s tax years since inception remain subject to examination by Federal and state jurisdictions.significant impact on our consolidated financial statements.

 

The Company classifies penaltieshas implemented all new accounting pronouncements that are in effect and interest related to unrecognized tax benefits as income tax expense in the Statements of Operations.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of themay impact its unaudited condensed financial statements and revenues and expenses for the period from March 7, 2013 (inception) through April 30, 2014. Actual results could differ from those estimates made by management.

Recent Accounting Pronouncements

Accounting standardsdoes not believe that there are any other new accounting pronouncements that have been issued or proposed by FASB that do not require adoption until a future date are not expected tomight have a material impact on theits financial statements upon adoption.position or results of operations.


 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.Risk

 

Not applicable because we are a smaller reporting company.

 

Item 4. Controls and Procedures.Procedures

 

Disclosure Controls and Procedures

 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are not effective as of April 30,October 31, 2014 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure for the reason described below.

 

Because of our limited operations we have a small number of employees which prohibits a segregation of duties. In addition, we lack a formal audit committee with a financial expert. As we grow and expand our operations we will engage additional employees and experts as needed. However, there can be no assurance that our operations will expand.

Changes in Internal Control Overover Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.Proceedings

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

 

Item 1A. Risk Factors.Factors

 

Not required for smaller reporting companies.


 

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

 

None.On September 29, 2014, the Company entered into an Intellectual Property Transfer Agreement with Strategyland Research Limited to acquire the seller’s rights, title and interest in and to the following assets, properties and rights: (a) the BookSmooth Trademark and the BookSmooth Domain Name; (b) all of the goodwill related to the seller’s rights, title and interest to the BookSmooth Trademark and the BookSmooth Domain Name; (c) the BookSmooth Mobile APP complete with manuals; and (d) the BookSmooth Mobile APP Source codes. In addition, the seller paid a cash consideration of $176,000 to the Company. In consideration of the sale of the Intellectual Property, the Company agreed to issue 88,000,000 shares of its common stock to the seller.

During the three months ended October 31, 2014, the Company sold 200,000 shares of its common stock to ten foreign investors at a price per share of $12.50 for an aggregate offering price of $2,500,000. As of October 31, 2014, the subscription documents were completed for all 200,000 shares. The Company had received $1,070,000 cash from the offering, and the remaining balance of $1,430,000 was recorded as subscription receivables.

The shares of common stock in these offerings were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), Rule 506 of Regulation D promulgated under the Securities Act (“Regulation D”) and/or Regulation S promulgated under the Securities Act (“Regulation S”).  We made this determination based on the representations of each Purchaser which included, in pertinent part, that each such Purchaser was (a) an “accredited investor” within the meaning of Rule 501 of Regulation D, (b) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (c) not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S and upon such further representations from each Purchaser that (i) such Purchaser is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (ii) the Purchaser agrees not to sell or otherwise transfer the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (iii) the Purchaser has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, (iv) the Purchaser had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (v) the Purchaser has no need for the liquidity in its investment in us and could afford the complete loss of such investment. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.

 

Item 3. Defaults Upon Senior Securities.Securities

 

None.

 

Item 4. Mine Safety Disclosures.Disclosures

 

Not applicable.

 

Item 5. Other Information.Information

 

None.

 

Item 6. Exhibits.Exhibits

 

Exhibit
No.

No.

Description

3.1

Certificate of Amendment to Articles of Incorporation (1).

10.1

Stock Purchase Agreement, dated September 23, 2014 by and among John Fahlberg, Nakul Gupta, and Oksana Murarova (2).

10.2

 Description

Intellectual Property Transfer Agreement, dated September 29, 2014 (3).

10.3

Infrastructure Fee Agreement, dated September 29, 2014.

31.1 Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

32.1

Certification of Principal Executive Officer and Principal Financial, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Schema

101.CAL

XBRL Taxonomy Calculation Linkbase

101.DEF

XBRL Taxonomy Definition Linkbase

101.LAB

XBRL Taxonomy Label Linkbase

101.PRE

XBRL Taxonomy Presentation Linkbase

 

In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

(1) Incorporated by reference to Exhibit 3.1 to the Current Report to Form 8-K filed with the SEC on September 30, 2014.

(2) Incorporated by reference to Exhibit 10.1 to the Current Report to Form 8-K filed with the SEC on September 30, 2014.

(3)Incorporated by reference to Exhibit 10.1 to the Current Report to Form 8-K filed with the SEC on November 12, 2014.


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.

 

Date: June 9,December 12, 2014

 

Travelsafe,

Clone Algo Technologies Inc.

/s/ John Fahlberg Nakul Gupta

Name: John FahlbergNakul Gupta

Chief Executive Officer and Chief Financial Officer

(Duly Authorized Officer, Principal


Executive Officer and Principal


Financial Officer)

 

15

20