As filed with the Securities and Exchange Commission on June 18 , 2008
April 8, 2022

Registration No. 333-148966 333-262665


UNITED STATES


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,

Washington, D.C. 20549
__________________________


PRE-EFFECTIVE AMENDMENT NO. 1Amendment No. 3 to


Form S-1/A

ON FORM S-1


TO


FORM SB-2


REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


       Imagine Media, Ltd.       sobr_s1img3.jpg

SOBR Safe, Inc.

www.sobrsafe.com

(NameExact name of small business issuerregistrant as specified in its Charter)charter)


Delaware

3829

26-0731818

         Delaware      
(State or other jurisdiction of

incorporation or organization)organization

2721

(Primary Standard Industrial

Classification Code Number)

      26-0731818         

(IRSI.R.S. Employer

Identification Number)No.)

6400 S. Fiddlers Green Circle, Suite 525

Greenwood Village, Colorado 80111

(844) 762-7723

(Address, including zip code, of registrant’s principal executive offices)

(Telephone number, including area code)


Gregory A. Bloom
President,David Gandini, Chief Executive Officer and Director

1155 Sherman Street, Suite 307

Denver, Colorado 80203

                      Office: (303) 813-1098                               
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Jerry Wenzel, Chief Financial Officer


SOBR Safe, Inc.

Gregory A. Bloom
President, Chief Executive Officer, and Director6400 S. Fiddlers Green Circle, Suite 525

1155 Sherman Street, Suite 307Greenwood Village, Colorado 80111

Denver, Colorado 80203(844) 762-7723

Office: (303) 813-1098

(Name, address, including zip code, and telephone

number, including area code, of agent for service of process)service)


Copies to:
COPIES TO:

Clifford L. Neuman, Esq.
Clifford L. Neuman, PC
1507 Pine Street
Boulder, Colorado  80302
(303) 449-2100
(303) 449-1045 (fax)

Craig V. Butler, Esq.

Law Offices of Craig V. Butler

300 Spectrum Center Drive, Suite 300

Irvine, CA  92618

(949) 484-5667

Joseph M. Lucosky, Esq.

Lucosky Brookman LLP

101 Wood Avenue South, 5th Floor

Iselin, New Jersey 08830

Telephone: (732) 395-4400

Fax: (732) 395-4401



i




Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of thethis Registration Statement.Statement becomes effective.


If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [   ]


If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]


If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]


If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]





ii




CalculationIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of Registration Fee



Title of Each Class
of Securities to be
Registered


Amount
To be
Registered(1)

Proposed Maximum
Offering Price
Per Share(1)

Proposed Maximum
Aggregate
Offering Price(1)


Amount of Registration Fee


Common Stock, $0.00001 par value to be sold by the Company



992,650


$0.00003


$9.93



$100



         TOTAL:


992,650


$0.00003


$9.93


$100


(1)  Consists of common stock of Imagine Media Holdings, Inc. ("Imagine Media Holdings") to be distributed by Imagine Media, Ltd., a Delaware corporation, to the holders of Imagine Media, Ltd. ("Imagine ") common stock on August 23, 2007 (the "Spin-off Record Date") to effect a spin-off“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Company's shares.  The Imagine shareholders willExchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated Filer

Smaller reporting company

(Do not check if a smaller reporting company)

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not be chargedto use the extended transition period for complying with any new or assessed for the Imagine Media Holdings common stock, and Imagine Media Holdings will receive no consideration for the distributionrevised accounting standards provided to Section 7(a)(2)(B) of the foregoing shares in the Spin-off.  There currently exists no market for Imagine Media Holdings common stock.  Imagine Media Holdings has an accumulated capital deficit.  As a result, the registration fee has been calculated based on one-third (1/3) of the par value of the shares in accordance with the provisions of Rule 457(f)(2).Securities Act. ☐


The Registrantregistrant hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statementregistration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.






iii



IMAGINE MEDIA, LTD.


Cross-Reference Index




Item No. and Heading
In Form S - -1 Registration Statement


Location
in Prospectus

 

1.

Forepart of the Registration Statement and Outside Front Cover Page of Prospectus

Forepart of Registration Statement and
Outside Front Cover Page of Prospectus

2.

Inside Front and Outside Back Cover Pages of Prospectus

Inside Front and Outside Back Cover Pages of Prospectus

3.

Summary and Risk Factors

Prospectus Summary; Risk Factors

4.

Use of Proceeds

*

5.

Determination of Offering Price

Front Cover Page

6.

Dilution

*

7.

Selling Security H olders

*

8.

Plan of Distribution

Plan of Distribution

9.

Description of Securities to be Registered

Description of Securities

10.

Interests of Named Experts and Counsel

 Legal Matters; Experts

11.

Information with Respect to Registrant

The Company; Business – Overview; Business; Legal Matters; Description of Securities; Financial Statements; Management’s Discussion and Analysis of Financial Condition and Results of Operations; Risk Factors; Certain Market Information; Management – Executive Compensation; Security Ownership of Management and Principal Stockholders; Certain Transactions

11A

Material Changes

*



ivThe information in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the SEC is effective.  This prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. 





12.

Incorporation of Certain Information by Reference

*

12A

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

Indemnification for Securities Act Liabilities; Undertakings

13.

Other Expenses of Issuance and Distribution

Other Expenses of Issuance and Distribution

14.

Indemnification of Officers and Directors

Management - Indemnification for Securities Act Liabilities

15.

Recent Sales of Unregistered Securities

Recent Sales of Unregistered Securities

16.

Exhibits and Financial Statement Schedules

Exhibits and Financial Statements

17.

Undertakings

Undertakings

________________________


*  Omitted from prospectus because Item is inapplicable or answer is in the negative



vSubject to Completion, Dated April 8, 2022







The information in this prospectus is not complete and may be changed.  We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell the securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED _____________, 2008PROSPECTUS


Prospectus


IMAGINE MEDIA, LTD.


Spin-Off of Imagine Media Ltd. by the Distribution of
992,650
Up to 2,400,000 Shares of Common Stock


 

sobr_s1img3.jpg

SOBR SAFE, INC.

We are furnishingregistering up to 2,400,000 shares of SOBR Safe, Inc. (the “Company,” “SOBR Safe,” “we,” “our,” or “us”), Common Stock, par value $0.00001, which we refer to herein as “Common Stock”. We anticipate a public offering price of between $4.50 and $5.50 per share.  This offering will terminate when all 2,400,000 shares are sold or on [___________], 2022, unless we terminate the offering earlier.  Furthermore, the 2,400,000 share amount referenced above is based on the Common Stock being sold at $5.00 per share, the mid-point of the estimated offering price range, and such share amount is subject to change if the share price is less than $5.00 in such manner to maintain gross proceeds in the amount of $12 million. For instance, if the Common Stock price is $4.50 per share, the number of shares to be sold in the offering shall be 2,666,667.

Our Common Stock is currently quoted on the OTCQB-tier of OTC Markets Group, under the symbol “SOBR.” On April 7, 2022, the last quoted price of our common stock as reported on the OTCQB was $7.44 per share. We have applied to list our Common Stock on The Nasdaq Capital Market (“Nasdaq Capital Market”) under the symbol “SOBR”. There is no assurance that our listing application will be approved by the Nasdaq Capital Market. The approval of our listing on the Nasdaq Capital Market is a condition of closing this Prospectusoffering. 

For purposes of the registration statement of which this prospectus forms a part, the assumed public offering price per share is $5.00 (the mid-point of the estimated offering price range). The actual offering price per share will be as determined between Alexander Capital, LLC, as representative of the underwriters (the “Representative”) and us at the time of pricing and may be issued at a discount to the shareholderscurrent market price of Imagine Holding Corporation,our Common Stock. Factors to be considered will include our historical performance and capital structure, prevailing market conditions and overall assessment of our business. The market price of our Common Stock will be one of several factors to be considered in determining the actual offering price.

Unless otherwise noted, the share and per share information in this prospectus reflects a Nevada corporation (“Imagine Holding”).  Imagine Media, Ltd., a wholly-owned subsidiaryreverse stock split of Imagine Holding, will distribute allthe outstanding Common Stock of itsthe Company at an assumed one-for-three (1:3) ratio to occur immediately following the effective date but prior to the closing of the offering. The financial statements, which are included on pages F-1 through F-60, and associated Management’s Discussion and Analysis disclosure, have not been adjusted for the planned 1-for-3 reverse stock split.

This prospectus also relates to the resale of an aggregate of 556,975 shares of our common stock underlying certain outstanding convertible debentures and warrants issued by us in previous private placement transactions and held by the 28 selling security holders named herein under “Selling Securityholders.” The shares being registered for resale by the Selling Securityholders would represent approximately 6.7% of our then outstanding common stock if all the convertible debentures were converted, and all the warrants exercised, based on our current common stock outstanding. We will not receive any proceeds from the resale of these shares that it owns in a special distribution toof common stock by the shareholders of Imagine Holding, pro rata, in the nature of a stock dividend distribution.  


            Shareholders of Imagine Holding entitled to participate in the spin-off distribution will receive one (1) of our shares for every one (1) share of Imagine Holding which they owned asSelling Securityholders.  Certain of the record dateSelling Securityholders are officers, directors and affiliate holders of the distribution, August 23, 2007.   Fractional shares will be rounded to the nearest whole.  These distributions will be made within ten (10) days of the date of this Prospectus.  We are bearing all costs incurred in connection with this distribution.  


            Before this offering, there has been no public market for our common stock and our common stock is not listed on any stock exchange or onare seeking to sell their shares as part of the over-the-counter market.  This distributionresale offering.  See “Selling Securityholders”.

2

We will receive proceeds from the sale of our commonthe shares isbeing registered in this offering. See “Use of Proceeds” for more information about how we will use the first public distribution of our shares.  It is our intention to seek a market maker to publish quotations for our shares on the OTC Electronic Bulletin Board; however, we have no agreement or understanding with any potential market maker.  Accordingly, we can provide no assurance to you that a public market for our shares will develop and if so, what the market price of our shares may be.  proceeds from this offering.


Investing in our common stocksecurities involves a high degree of risk.  YouSOBR Safe, Inc., currently has no revenue, and limited assets, is in unsound financial condition, and you should read the "Risk Factors"not invest unless you can afford to lose your entire investment.  See “Risk Factors” beginning on Page  8.


page 11.  Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thethese securities or passed on the adequacydetermined if this prospectus is truthful or accuracy of the disclosures in the prospectus.complete.  Any representation to the contrary is a criminal offense.


In connection with this offering, we have entered into an underwriting agreement with Alexander Capital, LP (who we refer to as the Representative), who will act as the representative of the underwriters with respect to the sale of the Common Stock in this offering.   Regarding the public offering:

 

 

Per Share

 

 

Total

 

Public offering price(1)

 

$5.00

 

 

$12,000,000

 

Underwriting discounts and commissions(2)

 

$0.45

 

 

$1,080,000

 

Proceeds, before expenses, to us

 

$4.55

 

 

$10,920,000

 

(1)

The public offering price and underwriting discount and commissions in respect of each share correspond to a public offering price per share of Common Stock of $5.00.

(2)

This table depicts broker-dealer commissions of 9% of the gross offering proceeds. Underwriting discounts and commissions do not include a non-accountable expense allowance equal to 1% of the public offering price payable to the Representative.  See “Underwriting” on page 83 for additional disclosure regarding underwriting discounts and commissions, overallotments, and reimbursement of expenses.

We have granted a 45-day option to the Representative, exercisable one or more times in whole or in part, to purchase up to an additional 360,000 shares of Common Stock. The Common Stock issuable upon exercise of this option are identical to those offered by this prospectus and have been registered under the registration statement of which this prospectus forms a part. 

We anticipate that delivery of the shares will be made on or about [--], 2022 

Sole Book Running Manager

sobr_s1aimg134.jpg

Co-Manager

Revere Securities LLC

The date of this prospectus is __________, 2008.




1



About this Prospectus


___________ __, 2022

 

3

MARKET AND INDUSTRY DATA

This prospectus includes estimates regarding market and industry data that we prepared based on our management’s knowledge and experience in the markets in which we operate, together with information obtained from various sources, including publicly available information, industry reports and publications, surveys, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate. In some cases, we do not expressly refer to the sources from which this data is derived. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets which we believe to be reasonable.

In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for the products we distribute. Market share data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of market shares. In addition, customer preferences are subject to change.

CERTAIN TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This prospectus includes trademarks and service marks owned by us, including, without limitation, SOBRSafe™, SOBRCheck™, SOBRsure™, and our logo, which are our property and are protected under applicable intellectual property laws. This prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

4

PROSPECTUS SUMMARY

You should rely only onread the following summary together with the more detailed information containedand the financial statements appearing elsewhere in this prospectus. This Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors” and elsewhere in this Prospectus. Unless the context indicates or suggests otherwise, references to “we,” “our,” “us,” the “Company,” or the “Registrant” refer to SOBR Safe, Inc., a Delaware corporation.

SOBR SAFE, INC.

Our Company

We intend to provide companies with non-invasive technology to quickly and safely identify potential alcohol issues with their employees or contractors, that if left undetected could cause injury or death. These technologies will be integrated within our robust and scalable data platform, producing statistical and measurable user and business data. Our mission is to save lives, increase productivity, create significant economic benefit for our customers and positively impact behavior. To that end, we developed the scalable, patent-pending SOBRSafe™ software platform for non-invasive alcohol detection and identity verification, a solution that has anticipated applications in commercial vehicle fleets, manufacturing and warehousing, construction, and for commercial fleet and youth drivers in a wearable form. We believe that uniform daily use of our device could result in material insurance savings across workers’ compensation, general liability and fleet policies.

We have successfully completed several pilot testing programs involving our SOBRcheck™ device, which is our first device that has our scalable, patent-pending SOBRSafe™ software platform for non-invasive alcohol detection and identity verification.  These pilot programs have provided validation of both our SOBRSafe™ software platform and our SOBRcheck™ device.  As a result, we have now progressed to commercial production of our first SOBRcheck™ devices, which we began to use for our initial customers.  At the end of 2021, we had several customers in the sales cycle, but our SOBRcheck™ devices were not delivered to them until January 2022.  As a result, we will not invoice these customers or receive any revenue from the customers until the first quarter of 2022.  The timing of our commercial launch of our SOBRcheck™ device has been delayed several times in 2021 primarily as a result of our pursuit of adequate financing (since obtained), signing up pilot customers to test our device (which was more difficult over the summer due to travel schedules of some of our target customers), and Imagine hassome supply chain issues largely caused by the COVID-19 pandemic.   In addition, during the pilot testing of our SOBRcheck™ device we discovered that alcohol-based hand sanitizer caused false readings by the device.  In response to this discovery, we have made adjustments to the analytics in our SOBRSafe™ technology and added a required protocol of not authorized anyoneutilizing alcohol-based sanitizers to provide youour protocols for using the SOBRcheck™ device. 

Our second device, a wearable wristband SOBRsure™, utilizes the same SOBRsafe™ sensor technology, which proved out during the SOBRcheck™ pilot tests. The primary intended application for this band is for young individual drivers and commercial fleet management, with different information. If anyone provides youan additional potential application in alcohol rehabilitation. We plan for the wearable band to be commercially available in August 2022.

Manufacturing and assembly of our SOBRcheck™ device will take place in the United States.

Our SOBRsafe™ technology can also be deployed across numerous additional devices for various uses; among those we are currently exploring include possible integrations with differentexisting telematics systems for fleet vehicles, as well as law enforcement technologies to enhance public safety. In addition, we are proactively evaluating other emerging technologies that detect, or inconsistent information, you shouldmay detect, the presence of other substances in the human body. Currently, our plan is to deploy our SOBRSafe™ technology in two initial devices: the SOBRsure™ wearable band and the SOBRcheck™ system.

Our common stock is currently quoted on the “OTCQB” tier of OTC Markets under the ticker symbol “SOBR”. We have applied to list our Common Stock on the Nasdaq Capital Market under the symbol “SOBR”.  No assurance can be given that our application will be approved or that an active trading market will develop. We will not relyproceed with this offering, and will not complete the proposed reverse stock split, in the event our application is not approved by the Nasdaq Capital Market.

5

Our Opportunity

Our management believes the key to developing a successful product is to find a potential solution to a need not being adequately addressed with current technologies. When that need also involves a potential solution for a societal crisis – like the impact of substance abuse on it.the workplace and individual lives – then the motivation is even stronger, and the potential results that are much more impactful.

Through criminal-justice related costs, lost work productivity and healthcare expenses, the annual cost of alcohol abuse in the U.S. is estimated to be $249 billion. Half of all industrial accidents involve alcohol, and commercial fleets suffer from over 11,000 alcohol-related accidents each year. We believe we have a solution that addresses this problem, and Imagine believe thatour technology is now available for commercial fleet management, school bus safety and manufacturing facilities.

Risks Related to our Business

Our ability to implement our business strategy is subject to numerous risks, as more fully described in the information contained insection entitled “Risk Factors” immediately following this prospectus is accuratesummary. These risks include, among others:

We are an early-stage company with a history of significant net losses, we expect to continue to incur operating losses for the foreseeable future and we may not be able to achieve or sustain profitability.

Currently our plan for future revenue will be primarily generated from sales of our SOBRcheck™ and SOBRsure™ devices, and related subscription services, and we are therefore highly dependent on the success of those products. We have successfully completed several pilot testing programs involving our SOBRcheck™ device, which is our first device that has our scalable, patent-pending SOBRSafe™ software platform for non-invasive alcohol detection and identity verification. These pilot programs have provided validation of both our SOBRSafe™ software platform and our SOBRcheck™ device. As a result, we have now progressed to commercial production of our first SOBRcheck™ devices we began to use with our initial customers. At the end of 2021, we had several customers in the sales cycle, but our SOBRcheck™ devices were not delivered to them until January 2022.  As a result, we will not invoice these customers or receive any revenue from the customers until the first quarter of 2022. The timing of our commercial launch of our SOBRcheck™ device has been delayed several times in 2021 primarily as a result of obtaining adequate financing, signing up pilot customers to test our device (which was more difficult over the summer due to travel schedules of some of our target customers), and some supply chain issues largely caused by the COVID-19 pandemic. In addition, during the pilot testing of our SOBRcheck™ device we discovered that alcohol-based hand sanitizer caused false readings by the device. In response to this discovery, we have made adjustments to the analytics in our SOBRSafe™ technology and added a required protocol of not utilizing alcohol-based sanitizers to our protocols for using the SOBRcheck™ device. Our second device, the wearable wristband SOBRsure™, utilizes the same SOBRsafe™ sensor technology, which proved out during the SOBRcheck™ pilot tests. We did an initial test of our wearable device with several employees of a substance abuse recovery facility in Colorado, which proved successful. As a result, we are planning more robust testing in mid-2022 to further test our wearable and prepare it for commercialization.

Our quarterly and annual operating results may fluctuate significantly and may not fully reflect the underlying performance of our business. This makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide.

6

We will need funding to finance our planned operations and may not be able to raise capital when needed, which could force us to delay, reduce or eliminate one or more of our product development programs and future commercialization efforts.

The commercial success of our SOBRcheck™ and wearable devices will depend upon the degree of market acceptance of our products among insurance companies, fleet drivers, manufacturing facilities, and other industries.

We have limited experience in training and marketing and selling our products and we may provide inadequate training, fail to increase our sales and marketing capabilities or fail to develop and maintain broad brand awareness in a cost-effective manner.

We face competition from many sources, including larger companies, and we may be unable to compete successfully.

We have limited experience manufacturing our products in large-scale commercial quantities, and we face a number of manufacturing risks that may adversely affect our manufacturing abilities which could delay, prevent or impair our growth.

We depend upon third-party suppliers, including contract manufacturers and single source suppliers, making us vulnerable to supply shortages and price fluctuations that could negatively affect our business, financial condition and results of operations.

If we receive a significant number of warranty claims or our SOBRcheck™ and wearable devices require significant amounts of service after sale, our operating expenses may substantially increase, and our business and financial results will be adversely affected.

Our business, financial condition, results of operations and growth have been adversely impacted by the effects of the COVID-19 pandemic and may continue to be adversely impacted.

We may encounter difficulties in managing our growth, which could disrupt our operations.

Our internal computer systems, or those used by our contractors or consultants, may fail or suffer security breaches, and such failure could negatively affect our business, financial condition and results of operations.

The sizes of the addressable markets for our SOBRcheck™ and SOBRsure™ devices have not been established with precision and our potential market opportunity may be smaller than we estimate and may decline.

Until we are able to achieve broader market acceptance of our SOBRcheck™ and SOBRsure™ devices, we may face risks associated with a more concentrated customer base.

We are highly dependent on our senior management team and key personnel, and our business could be harmed if we are unable to attract and retain personnel necessary for our success.

Our products and operations are subject to government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements could harm our business.

If we are unable to adequately protect our intellectual property rights, or if we are accused of infringing on the intellectual property rights of others, our competitive position could be harmed, or we could be required to incur significant expenses to enforce or defend our rights.

7

We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations.

We have experienced recurring net losses since inception, and as of December 31, 2021 had an accumulated deficit of $57,471,492. We believe that we will continue to incur substantial operating expenses in the foreseeable future as we continue to invest to develop and expand and technology and product offerings and attract new customers. These efforts may prove more expensive than we anticipate, and we may not succeed in obtaining the net revenue and operating margins necessary to offset these expenses. Accordingly, we may not be able to achieve profitability, and we may incur significant losses for the foreseeable future. The independent registered public accounting firm that audited our financial statements for the year ended December 31, 2021 included an explanatory paragraph in its report on our financial statements as of, and for the year ended, December 31, 2021, describing the existence of substantial doubt about our ability to continue as a going concern as of March 11, 2022, the date of their report. 

Corporate Information

We were incorporated under the date on the cover.  Changes may occur after that date; and we and Imagine may not update this information except as required by applicable law.






2



Prospectus Summary


           Please note that throughout this prospectus the words "we," "our," or "us" refers toname Imagine Media, Ltd. Imagine Holding Corporation is the parent of its wholly-owned subsidiary, Imagine Media, Ltd.  We will referin August 2007 to the parent corporation separately as "Imagine Holding" or the "Company"publish and the subsidiary as "Imagine Media".


About Our Company


            Imagine Holding formed and organized Imagine Media on August 10, 2007 as part of its strategic plan to restructure its operations.  Specifically, Imagine Holding formed Imagine Media to be the new holding company for Imagine Holding’s historical operations, which includes Imagine Operations, Inc.  Imagine Operations, Inc. publishes and distributesdistribute Image Magazine, a monthly guide and entertainment source for the Denver, Colorado region.  


Effective August 23, 200 7 area. We generated only limited revenue and essentially abandoned the business plan in January 2009. On September 19, 2011, we, Imagine Media, Ltd., Imagine Holding transferred to us alla Delaware corporation, acquired approximately 52% of itsthe outstanding shares of Imagine Holding, as well as other assets and liabilities of Imagine Holding (collectively the "Assets" and "Liabilities"TransBiotec, Inc. (“TBT”), a California corporation, from TBT’s directors in exchange for distribution124,439 shares of 992,650our common stock.

On January 17, 2012, our Board of Directors amended our Certificate of Incorporation changing our name from Imagine Media, Ltd. to TransBiotec, Inc.

On January 31, 2012, we acquired approximately 45% of the remaining outstanding shares of TBT in exchange for 109,979 shares of our common stock.

With the acquisitions in September 2011 and January 2012 of TBT common stock, we own approximately 99% of the outstanding shares of TBT.

As a result of the acquisitions, TBT’s business is our business, and, unless otherwise indicated, any references to the “Company,” “we” or “us” include the business and operations of TBT.

On March 9, 2020, in connection with our transaction with IDTEC, LLC (as detailed herein) our Board of Directors approved the amendment to our Certificate of Incorporation on March 9, 2020 and stockholders holding 52.24% of our then outstanding voting stock approved the amendment to our Articles of Incorporation. The Certificate of Amendment to our Certificate of Incorporation was for the purpose of, among other things, (i) changing our name from “TransBiotec, Inc.” to “SOBR Safe, Inc.”, (ii) effecting a 1-for-33.26 reverse stock split of our common stock, and (iii) decreasing our authorized common stock from 800,000,000 shares to 100,000,000 shares and became effective with the State of Delaware on April 24, 2020.

As a result of the reverse stock split effected by our Certificate of Amendment to our Certificate of Incorporation, every 33.26 shares of our outstanding common stock prior to the effect of that amendment were combined and reclassified into one share of our common stock, and the number of outstanding shares of our common stock inat the nature of a spin-off of suchtime was reduced from 266,097,657 (pre-split) to approximately 8,000,000 (post-split), which would be 88,699,219 shares and 2,666,667 shares after giving effect to the shareholders1-for-3 reverse stock split contemplated herein. No fractional shares were issued in connection with the reverse stock split, and any of Imagine Holding, pro rata.  The common stock transferredour stockholders that would have been entitled to Imagine Holding is being held in trust for distribution to the Imagine Holding shareholdersreceive a fractional share as of a Record Date of August 23, 2007.  The trusteeresult of the spin-off trust is our President, Chief Executive Officer, Chief Financial Officer and Director Mr. Gregory A. Bloom.  Mr. Bloom, CEO and CFO of Imagine Holding, and other investors in Imagine Holding have agreed to pay for the expenses associated with the registration and distributionreverse stock split instead received one additional share of our common stock to the Imagine Holding shareholders.


            Under the terms of the spin-off trust all of the Imagine Media spin-off shares have been transferred into trust until the registration statement is effective and the spin-off distribution is complete.  If the trustee determines that the spin-off cannot be completed for any reason, then the trustee has the authority to dispose of the spin-off shares in any commercially reasonable fashion and to distribute the proceeds derived from that disposition to the Imagine Holding shareholders, pro rata, in lieu of the distributionfractional share. The reverse stock split did not in itself affect any stockholder’s ownership percentage of our sharescommon stock, except to the extent that any fractional share was rounded up to the nearest whole share.

At the open of trading on June 8, 2020, our new name and reverse stock split went effective with OTC Markets, and we began trading on the “OTC Pink Current Information” tier of OTC Markets on a post reverse stock split basis. Our ticker symbol for the quotation of our common stock.


stock is now “SOBR”. On November 16, 2020, we began trading on the “OTCQB” tier of OTC Markets.

 The Assets and Liabilities received from Imagine Holding consisted primarily of Imagine Holding’s 60% equity interest in Imagine Operations, Inc.  


Our principal executivecorporate offices are currently located at 1155 Sherman Street,6400 S. Fiddlers Green Circle, Suite 307, Denver,525, Greenwood Village, Colorado 80203.  Our80111, telephone number is (303) 813-1098, and our internet website can be viewed atwww.imagemag.com.  Reference to our website is for informational purposes only, and its content is not intended to be deemed included in this prospectus.(844) 762-7723.





Questions And Answers About The Spin-Off


Q:

8

How Many Imagine Media, Ltd. Shares Will I Receive?

SUMMARY OF THE OFFERING

Securities offered by SOBR Safe, Inc.

2,400,000 shares of Common Stock (assuming the Representative does not exercise its option). The 2,400,000 shares referenced above is based on the shares being sold at the mid-point of the estimated offering price range of $5.00 per share and such share amount shall change if the share price is less than $5.00 in such manner to maintain the gross proceeds at $12 million. For instance, if the Common Stock price is $4.50 per share, the number of shares to be sold in the offering shall be 2,666,667.

A:

Imagine Media will distribute to you one (1) share of its common stock for every one (1) share of Imagine Holding you owned on the record date.  No cash distributions will be paid for fractional shares, which will be rounded to the nearest whole.

Q:Over-allotment option to purchase additional securities

What Are Shares Of Imagine Media Worth?

A:

The value of our shares will be determined by their trading price after the spin-off.  We do not know what the trading price will be and we can provide no assurances as to value.

Q:

What Will Imagine Media, Ltd. Do After The Spin-Off?

A:

Imagine Media, Ltd. will operate as a holding company for Imagine Holding’s historical operations, which consists of a 60% equity interest in Imagine Operations, Inc.

Q:

Will Imagine Media’s Shares Be Listed On A National Stock Exchange Or The Nasdaq Stock Market?

A:

Our shares will not be listed on any national stock exchange or the Nasdaq Stock Market.  It is our hope that the shares will be quoted by one or more marketmakers on the OTC Electronic Bulletin Board, although we have no agreements or understandings with any marketmaker to do so.  

Q:

What Are The Tax Consequences To Me Of The Spin-Off?

A:

We have not requested and do not intendgranted the Representative an option to requestpurchase up to an additional 360,000 shares of Common Stock based on a ruling from the Internal Revenue Service or an opinionpublic offering of tax counsel that the distribution will qualify as a tax-free spin-off under U.S. tax laws.  This is because one of the requirements under U.S. tax laws for the transaction$5.00 (equal to constitute a tax-free spin-off is that Imagine Holding Corporation would need to own at least 80% of the voting power of our outstanding capital stock and at least 80%15% of the number of shares of each classCommon Stock sold in the offering), from us in any combination thereof, at the public offering price less the underwriting discount and commissions, if any. The Representative may exercise this option in full or in part at any time and from time to time until 45 days after the date of ourthis prospectus.

Common stock outstanding voting capital stock.  As we have issued stock to various persons and, as a result, Imagine Holding Corporation no longer owns at least 80% of ourbefore the offering

7,803,139 shares we believe that the distribution will not qualify as a tax-free spin-off.  Consequently, the total value of the distribution, as well as your initial tax basis in our shares, will be determined by the fair market value of our common stock as of March 11, 2022 (assuming a 1-for-3 reverse split of our common stock, as referenced herein).

Common stock outstanding after the primary offering

10,203,139 shares at the time(assuming that none of the spi n-off.  A portionRepresentative’s Warrants are exercised).

10,563,139 if the Representative’s option is exercised in full, (assuming a 1-for-3 reverse split of our common stock, as referenced herein).

Use of proceeds

We estimate that the net proceeds to us from this offering will be approximately $10,650,000 million, or approximately $12,270,000 million if the underwriters exercise their full over-allotment option to purchase additional shares in full, based upon an assumed public offering price of $5.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this distribution will be taxableprospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We currently intend to you as a dividenduse the net proceeds from this offering, together with our existing cash and cash equivalents, to hire additional sales and marketing personnel and expand marketing programs in the United States, to fund product development and research and development activities and the remainder for working capital and other general corporate purposes.

The use of proceeds is discussed herein under “Use of Proceeds.” We will be a tax-free reduction in your basis in your Imagine Holding Corporation shares.not receive proceeds from the sale of any shares by the Selling Securityholders.

9

 

Representative’s Warrant

We have agreed to issue to the Representative (or its permitted assignees) Warrants (the “Representative Warrants”) to purchase up to 192,000 shares of Common Stock (and up to 220,800 shares of Common Stock assuming the Representative’s option is exercised in full) which is equal to 8% of the shares offered hereby. We are registering hereby the issuance of the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants. The Representative’s Warrants will be exercisable at any time, and from time to time, in whole or in part, until five years from the effective date of the registration statement. The Representative’s Warrants will be subject to a lock-up period of 180 days from the effective date Of the registration statement, which period is in compliance with FINRA Rule 5110(e)(1). The Representative’s Warrants are exercisable for cash (or on a cashless basis if no effective registration statement registering the shares underlying the warrants) at a per share price equal to $6.00 per share, or 120% of the public offering price per share in the offering. Please see “Underwriting-Representative’s Warrants” for a further description of the Representative’s Warrants.

Common shares offered by Selling Securityholders

556,975 shares of our common stock underlying certain convertible debentures and warrants held by the Selling Securityholders (assuming a 1-for-3 reverse split of our common stock, as referenced herein).

Common stock outstanding before this Offering if Selling Securityholders convert all convertible debentures and exercise all warrants

8,360,114 shares of our common stock as of March 11, 2022 (assuming a 1-for-3 reverse split of our common stock, as referenced herein)

Common stock outstanding after this offering if  Selling Securityholders convert all convertible debentures and exercise all warrants

10,760,114 shares (assuming that none of the Representative’s Warrants are exercised and assuming a 1-for-3 reverse split of our common stock, as referenced herein). If the Representative’s option is exercised in full, the total number of shares of Common Stock outstanding immediately after this offering would be 11,120,114 shares (assuming that none of the Representative’s Warrants are exercised and assuming a 1-for-3 reverse split of our common stock, as referenced herein).

Proposed Nasdaq Global Market symbol and listing

We have applied to list our Common Stock on the Nasdaq Capital Market under the symbol “SOBR”. No assurance can be given that such listing will be approved or that a liquid trading market will develop for our Common Stock. The approval of such listing on the Nasdaq Capital Market is a condition of closing this offering.

Risk Factors

The shares of our Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors”.

Voting rights

Shares of our Common Stock are entitled to one vote per share. We have one series of preferred stock outstanding, our Series B Convertible Preferred Stock, which is also entitled to one vote per share. There are no other classes of stock and, therefore, all holders of our Common Stock and Series B Convertible Preferred Stock, including our officers and directors, are entitled to the same voting rights.

Lock-ups

We anticipate that our officers and directors, and certain holders of our capital stock will enter into lock-ups restricting the transfer of shares of, or relating to, our capital stock for a period of 180 days after the date of this prospectus.




Unless we indicate otherwise, all information in this prospectus:

·

assumes no exercise by the representatives of the underwriters of its over-allotment option to purchase up to an additional 360,000 shares of common stock;

·

excludes approximately 1,123,356 shares of our common stock issuable upon exercise of outstanding stock options at a weighted average exercise price of $3.6748 per share as of March 31, 2021;

·

Excludes an aggregate of approximately 858,176 shares of our common stock underlying an outstanding convertible debenture and warrant held by Armistice Capital Master Fund, Ltd., which shares were registered on a Form S-1 Registration Statement declared effective by the Securities and Exchange Commission on February 10, 2022, and a warrant to purchase an additional 101,626 shares of our common stock also held by Armistice Capital Master Fund Ltd.

Q:

10

What Do I Have To Do To Receive My Imagine Holding Shares?

RISK FACTORS

Any investment in our securities involves a high degree of risk.  You should consider carefully the following information, together with the other information contained in this prospectus, before you decide to buy our common stock.  We face risks in developing devices based on our SOBRsafe™ platform, as well in marketing and selling such devices.  If we are not successful in developing, marketing, and/or selling devices based on our SOBRsafe™ platform we will not be successful in generating revenue.  The following risks are material risks that we face.  If any of the events or developments discussed below occur, our business, our ability to achieve revenues, our operating results and our financial condition could be seriously harmed.  In such an event, the fair value of our common stock could decline and you could lose all or part of your investment.  Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our operations.  Our primary risk factors and other considerations include:

Risks Related to the Company

We have a limited operating history and historical financial information upon which you may evaluate our performance.

You should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies that, like us, are in their early stages of development. We may not successfully address these risks and uncertainties or successfully implement our existing and new products. If we fail to do so, it could materially harm our business and impair the value of our common stock. Even if we accomplish these objectives, we may not generate positive cash flows or profits. We were incorporated in Delaware on August 10, 2007. Our business to date focused on developing and improving our technologies, potential products, filing patents, and hiring management and staff personnel. Unanticipated problems, expenses and delays are frequently encountered in establishing a new business and developing new products. These include, but are not limited to, inadequate funding, lack of consumer acceptance, competition, product development, and inadequate sales and marketing. The failure by us to meet any of these conditions would have a materially adverse effect upon us and may force us to reduce or curtail operations. No assurance can be given that we can or will ever operate profitably.

We may not be able to meet our future capital needs.

To date, we have not generated any revenue and we have limited cash liquidity and capital resources. Our future capital requirements will depend on many factors, including our ability to develop our products, generate cash flow from operations, and competing market developments. We will need additional capital in the near future. Any equity financings will result in dilution to our then-existing stockholders. Sources of debt financing may result in high interest expense. Any financing, if available, may be on unfavorable terms. If adequate funds are not obtained, we will be required to reduce or curtail operations.

If we cannot obtain additional funding, our technology and product development and commercialization efforts may be reduced or discontinued and we may not be able to continue operations.

We have experienced recurring net losses since inception, and as of December 31, 2021, had an accumulated deficit of $57,471,492. We believe that we will continue to incur substantial operating expenses in the foreseeable future as we continue to invest to develop and expand and technology and product offerings and attract new customers. These efforts may prove more expensive than we anticipate, and we may not succeed in obtaining the net revenue and operating margins necessary to offset these expenses. Accordingly, we may not be able to achieve profitability, and we may incur significant losses for the foreseeable future.

Development of our technology and our product development efforts are highly dependent on the amount of cash and cash equivalents on hand combined with our ability to raise additional capital to support our future operations through one or more methods, including but not limited to, issuing additional equity or debt.

In addition, we may also raise additional capital through additional equity offerings and licensing our future products in development. While we will continue to explore these potential opportunities, there can be no assurances that we will be successful in raising sufficient capital on terms acceptable to us, or at all, or that we will be successful in licensing our future products. 

11

A:

No action by you is required.  You do not need to pay any money or surrender your Imagine Holding common shares to receive Imagine Media common shares.  The number of Imagine Holding common shares you own will not change.  If your Imagine Holding common shares are held in a brokerage account, our common shares will be credited to that account.  If you own your Imagine Holding common shares in certificated form, certificates representing your Imagine Media common shares will be mailed to you.



Summary Financial Data


Our recurring operating losses have raised substantial doubt regarding our ability to continue as a going concern.

 The following summary financial data is derived from

Our recurring operating losses raise substantial doubt about our unaudited consolidatedability to continue as a going concern. As a result, our independent registered public accounting firm included an explanatory paragraph in its report on our financial statements as of and for the three months ended March 31, 2008 and 2007 and from our audited consolidated financial statements as of and for the years ended December 31, 20072021, and 2006.   The summary financial data is incomplete and should be read2020 with respect to this uncertainty. As reflected in conjunction with the complete financial statements, contained elsewherewe had stockholders’ deficit of $483,593 on December 31, 2021, incurred a net loss of $7,870,378 and used net cash in this prospectus.  operating activities of $3,688,302 during the year ended December 31, 2021. The perception of our ability to continue as a going concern may make it more difficult for us to obtain financing for the continuation of our operations and could result in the loss of confidence by investors, suppliers and employees.

Our historicalbusiness plan, which is focused on the development and commercialization of alcohol detection devices, is dependent upon our SOBR® Safe™ technology. If that technology proves to be ineffective at detecting alcohol in person’s system through secretions from their skin it would significantly impact our business.

Our business is dependent upon our SOBR® Safe™ technology.  Our business plan calls for us to develop and commercialize alcohol detection devices based on our SOBR® Safe™ technology. In the event that technology proves to be ineffective at detecting alcohol in person’s system through secretions from their skin, it would significantly impact our business. 

Our quarterly and annual operating informationresults may fluctuate significantly and may not fully reflect the underlying performance of our business. This makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide.

Our quarterly and annual results of operations, including our revenue, profitability and cash flow, may vary significantly in the future, and period-to-period comparisons of our operating results may not be indicativemeaningful. Accordingly, the results of any one quarter or period should not be relied upon as an indication of future performance. Our quarterly and annual operating results may fluctuate significantly as a result of a variety of factors, many of which are outside our control and, as a result, may not fully reflect the underlying performance of our business. Such fluctuations in quarterly and annual operating results may decrease the value of our common stock. Because our quarterly operating results may fluctuate, period-to-period comparisons may not be the best indication of the underlying results of our business and should only be relied upon as one factor in determining how our business is performing. These fluctuations may occur due to a variety of factors, many of which are outside of our control, including, but not limited to:

·

the level of adoption and demand for our products in our key industries like insurance companies, fleet companies, manufacturing facilities, etc.

·

positive or negative coverage in the media, or changes in commercial perception, of our products or competing products, including our brand reputation;

·

the degree of competition in our industry and any change in the competitive landscape, including consolidation among competitors or future partners;

·

any safety, reliability or effectiveness concerns that arise regarding our products;

·

unanticipated pricing pressures in connection with the sale of our products;

·

the effectiveness of our sales and marketing efforts, including our ability to deploy a sufficient number of qualified representatives to sell and market our products;

·

the timing of customer orders for our products and the number of available selling days in any quarterly period, which can be impacted by holidays, the mix of products sold and the geographic mix of where products are sold;

·

unanticipated delays in product development or product launches;

·

the cost of manufacturing our products, which may vary depending on the quantity of production and the terms of our agreements with third-party suppliers;

·

our ability to raise additional capital on acceptable terms, or at all, if needed to support the commercialization of our products;

·

our ability to achieve and maintain compliance with all regulatory requirements applicable to our products and services;

·

our ability to obtain, maintain and enforce our intellectual property rights;

·

our ability and our third-party suppliers’ ability to supply the components of our products in a timely manner, in accordance with our specifications, and in compliance with applicable regulatory requirements; and

·

introduction of new products or technologies that compete with our products.

12

The cumulative effects of these factors could result in large fluctuations and unpredictability in our quarterly and annual operating results. If our assumptions regarding the risks and uncertainties we face, which we use to plan our business, are incorrect or change due to circumstances in our business or our markets, or if we do not address these risks successfully, our operating and financial results could deviate materially from our expectations and our business could suffer.

This variability and unpredictability could also result in our failure to meet the expectations of industry or financial analysts or investors for any period. If our revenue or operating results fall below the expectations of analysts or investors or below any forecasts we may provide to the market, it will negatively affect our business, financial condition and results of operations.

The coronavirus pandemic is causing disruptions in the workplace, which will have negative repercussions on our business if they continue for an extended period time.

We are closely monitoring the coronavirus pandemic and the directives from federal and local authorities regarding not only our workforce, but how it impacts companies we work with for the development of our SOBRSafe™ technology and the devices that deploy that technology. Currently states and localities are fluctuating and inconsistent in their implementation of social distancing and “work from home” regulations. If those regulations increase then the chances increase that more and more companies will be forced to either shut down, slow down or alter their work routines. Since the development and testing of our SOBR technologies and the potential platform devices is a “hands on” process, these alternative work arrangements could significantly slow down our anticipated schedules for the development, marketing and leasing/sale of our SOBR devices, which could have a negative impact our business.

Because we face intense competition, we may not be able to operate profitably in our markets.

The market for our products is highly competitive and is becoming more so, which could hinder our ability to successfully market our products. We may not have the resources, expertise or other competitive factors to compete successfully in the future. We expect to face additional competition from existing competitors and new market entrants in the future. Many of our competitors have greater name recognition and more established relationships in the industry than we do. As a result, these competitors may be able to:

develop and expand their product offerings more rapidly;

adapt to new or emerging changes in customer requirements more quickly;

take advantage of acquisition and other opportunities more readily; and

devote greater resources to the marketing and sale of their products and adopt more aggressive pricing policies than we can.

If our products do not gain expected market acceptance, prospects for our sales revenue may be affected.

We intend to use the SOBR Safe™ technology in various platforms in the preventative, B2B market, as opposed to the judicially-mandated individual user market. Currently, most alcohol sensing devices are breath analyzers and ankle bracelets employed in the judicially-mandated market where the use is usually required by law as a punishment for committing a crime. We will be asking companies and institutions that have an interest in monitoring whether their employees or contractors have alcohol in their systems due to their job responsibilities (such as fleet and school bus drivers, factory machinists, forklift operators, etc.), to adopt a new requirement that their employees or contractors must abide in order to remain employed. While we believe this will be attractive to many companies and industries, we must achieve some level of market acceptance to be successful. If we are unable to achieve market acceptance, our investors could lose their entire investment.

13

If critical components become unavailable or contract manufacturers delay their production, our business will be negatively impacted.

Currently, we manufacture the limited number of SOBRCheck™ prototype devices we have developed by applying our proprietary know-how to “off the shelf” parts and components. However, if we are successful in our growth plan, eventually we will have to contract out our manufacturing of the devices. At that time, the stability of component supply will be crucial to determining our manufacturing process. Due to the fact we currently manufacture the device from “off the shelf” parts and components, all of our critical devices and components are supplied by certain third-party manufacturers, and we may be unable to acquire necessary amounts of key components at competitive prices.

If we are successful in our growth, outsourcing the production of certain parts and components would be one way to reduce manufacturing costs. We plan to select these particular manufacturers based on their ability to consistently produce these products according to our requirements in an effort to obtain the best quality product at the most cost effective price. However, the loss of all or one of these suppliers or delays in obtaining shipments would have an adverse effect on our operations until an alternative supplier could be found, if one may be located at all. If we get to that stage of growth, such loss of manufacturers could cause us to breach any contracts we have in place at that time and would likely cause us to lose sales.

If our contract manufacturers fail to meet our requirements for quality, quantity and timeliness, our business growth could be harmed.

We eventually plan to outsource the manufacturing of devices utilizing the SOBR® Safe™ alcohol detection system to contract manufacturers. These manufacturers will procure most of the raw materials for us and provide all necessary facilities and labor to manufacture our products. If these companies were to terminate their agreements with us without adequate notice, or fail to provide the required capacity and quality on a timely basis, we would be delayed in our ability or unable to process and deliver our products to our customers.

Our products could contain defects or they may be installed or operated incorrectly, which could reduce sales of those products or result in claims against us.

Although we have quality assurance practices in place to ensure good product quality, defects still may be found in the future in our future products.

End-users could lose their confidence in our products and/or our company if they unexpectedly use defective products or use our products improperly. This could result in loss of revenue, loss of profit margin, or loss of market share.

We have limited experience manufacturing our products in large-scale commercial quantities, and we face a number of manufacturing risks that may adversely affect our manufacturing abilities which could delay, prevent or impair our growth.

Our growth strategy depends on our ability to manufacture our current and future products in sufficient quantities and on a timely basis to meet customer demand, while adhering to product quality standards, complying with regulatory quality system requirements, and managing manufacturing costs. We do not own our own manufacturing facility but plan to outsource with third party manufacturing companies for our manufacturing.  We currently utilize two companies for manufacturing, which has not begun on a large scale yet. We utilize Alfred Manufacturing for the injection molding of the SOBRcheck™ device, and Nova Engineering for the assembly, packaging, and shipping of the device. If this facility, or any of our future operating results.  manufacturing facilities, suffers damage, or a force majeure event, such damage or event could materially impact our ability to operate, which could materially and adversely affect our business and financial performance.



Statement of Operations

Data:


Three Months

Ended

March 31


Three Months

Ended

March 31

 


Year

Ended

December 31

Year

Ended

December 31

  

   2008   

   2007   

 

   2007   

   2006   

         

Total Revenues

 

$   39,600

$   49,500

$  216,075

$  195,683

Operating expenses

 

78,669

54,415

309,442 

339,800

Net (loss)

 

(39,069 )

(3,684 )

(92,136)

(143,060)

Basic and diluted loss

    per share

 


(0.04)


(0.00)


(.09)


(.15)

Shares used in computing

    basic and diluted

    loss per share

 



992,650



992,650



992,650



933,825

      
    


Balance Sheet Data:

 

March 31

   2008   

  

December 31

    2007   

 
        

 Working capital (deficit)

 

$   (47,993 )

   

$   (9,067)

 

 Total assets

 

26,423

 

 

 

67,820 

 

 Total liabilities

 

73,651

   

75,979 

 

 Stockholders' equity (deficit)

 


$  (47,228 )

   


$  (8,159)

 




We are also subject to numerous other risks relating to our manufacturing capabilities, including:

·

quality and reliability of components, sub-assemblies and materials that we source from third-party suppliers, who are required to meet our quality specifications, almost all of whom are single source suppliers for the items and materials that they supply;

·

our inability to secure components, sub-assemblies and materials in a timely manner, in sufficient quantities or on commercially reasonable terms;

·

our inability to maintain compliance with quality system requirements or pass regulatory quality inspections;

·

our failure to increase production capacity or volumes to meet demand;

14

·

potential risks associated with disruptions in our supply chain, such as on account of the COVID-19 pandemic or other macroeconomic events;

·

lead times associated with securing key components;

·

our inability to design or modify production processes to enable us to produce future products efficiently or implement changes in current products in response to design or regulatory requirements; and

·

difficulty identifying and qualifying, and obtaining new regulatory approvals, for alternative suppliers for components in a timely manner.



These risks are likely to be exacerbated by our limited experience with our current products and manufacturing processes. As demand for our products increases, we will have to invest additional resources to purchase components, sub-assemblies and materials, hire and train employees and enhance our manufacturing processes. If we fail to increase our production capacity efficiently, we may not be able to fill customer orders on a timely basis, our sales may not increase in line with our expectations and our operating margins could fluctuate or decline. In addition, although some future products may share product features, components, sub-assemblies and materials with our existing products, the manufacture of these products may require modification of our current production processes or unique production processes, the hiring of specialized employees, the identification of new suppliers for specific components, sub-assemblies and materials or the development of new manufacturing technologies. It may not be possible for us to manufacture these products at a cost or in quantities sufficient to make these products commercially viable or to maintain current operating margins, all of which could have a material adverse effect on our business, financial condition and results of operations.

Forward-Looking Statements


Because our technology is innovative and disruptive, we may require additional time to enter the market due to the need to further discover the profile companies within our target markets.

Our products are new to the marketplace. As a result, we will need time to penetrate our target markets by furthering developing the profile companies that could benefit the most from our products and technology.  If we are not successful in discovering these companies it could greatly slow our growth and adversely impact our financial condition.

We are currently only selling our products through direct sales and will need time to develop relationships with distributors in order to properly grow the market for our products. 

We currently rely on our direct sales force to sell our products to targeted industries. This limits our ability to grow. We are working on developing relationships with targeted distributors in our target companies’ industries, but this will take time.  Any failure to maintain and grow our direct sales force and distributor relationships could harm our business. The members of our direct sales force are adequately trained and possess technical expertise, which we believe is critical in driving the awareness and adoption of our products. The members of our U.S. sales force are at-will employees. The loss of these personnel to competitors, or otherwise, could materially harm our business. If we are unable to retain our direct sales force personnel or replace them with individuals of comparable expertise and qualifications, or if we are unable to successfully instill such expertise in replacement personnel, our product sales, revenues and results of operations could be materially harmed.

In General


order to generate future growth, we plan to continue to significantly expand and leverage our commercial infrastructure to increase our customer base and increase adoption by existing customers to drive our growth. Identifying and recruiting qualified sales and marketing professionals and training them on our products and on our internal policies and procedures requires significant time, expense, and attention. It can take several months or more before a sales representative is fully trained and productive. Our sales force may subject us to higher fixed costs than those of companies with competing products or treatments that can utilize independent third parties, placing us at a competitive disadvantage. Our business may be harmed if our efforts to expand and train our sales force do not generate a corresponding increase in product sales and revenue, and our higher fixed costs may slow our ability to reduce costs in the face of a sudden decline in demand for our products. Any failure to hire, develop and retain talented sales personnel, to achieve desired productivity levels in a reasonable period of time or timely reduce fixed costs, could have material adverse effect on our business, financial condition and results of operations.

  

Our ability to increase our customer base and achieve broader market acceptance of our products will depend, to a significant extent, on our ability to expand our sales and marketing and educational efforts. We plan to dedicate significant resources to our sales and marketing and educational programs. Our business may be harmed if these efforts and expenditures do not generate a corresponding increase in revenue. If we fail to successfully promote our products in a cost-effective manner, we may fail to attract or retain the market acceptance necessary to realize a sufficient return on our promotional and educational efforts, or to achieve broad adoption of our products.

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 We need to ensure strong product performance and reliability to maintain and grow our business.

We need to maintain and, if needed, improve the performance and reliability of our products to achieve our profitability objectives. Poor product performance and reliability could lead to customer dissatisfaction, adversely affect our reputation and revenues, and increase our service and distribution costs and working capital requirements. In addition, our SOBRsafe™ technology, and the software and hardware incorporated into our SOBRcheck™ and SOBRsure™ devices may contain errors or defects, especially when first introduced and while we have made efforts to test this software and hardware extensively, we cannot assure that the software and hardware, or software and hardware developed in the future, will not experience errors or performance problems.

Our internal computer systems, or those used by our contractors or consultants, may fail or suffer security breaches, and such failure could negatively affect our business, financial condition and results of operations.

We depend on our information technology systems for the efficient functioning of our business, including the manufacture, distribution and maintenance of our products, as well as for accounting, data storage, compliance, purchasing, inventory management and other related functions. We do not have redundant information technology in all aspects of our systems at this time. Despite the implementation of security and back-up measures, our internal computer, server, and other information technology systems as well as those of our third-party consultants, contractors, suppliers, and service providers, may be vulnerable to damage from physical or electronic break-ins, accidental or intentional exposure of our data by employees or others with authorized access to our networks, computer viruses, malware, ransomware, supply chain attacks, natural disasters, terrorism, war, telecommunication and electrical failure, denial of service, and other cyberattacks or disruptive incidents that could result in unauthorized access to, use or disclosure of, corruption of, or loss of sensitive, and/or proprietary data, including personal information, including health-related information, and could subject us to significant liabilities and regulatory and enforcement actions, and reputational damage. Additionally, theft of our intellectual property or proprietary business information could require substantial expenditures to remedy. Such theft could also lead to loss of intellectual property rights through disclosure of our proprietary business information, and such loss may not be capable of remedying. If we or our third-party consultants, contractors, suppliers, or service providers were to suffer an attack or breach, for example, that resulted in the unauthorized access to or use or disclosure of personal information, we may have to notify consumers, partners, collaborators, government authorities, and the media, and may be subject to investigations, civil penalties, administrative and enforcement actions, and litigation, any of which could harm our business and reputation. The COVID-19 pandemic has generally increased the risk of cybersecurity intrusions. Our reliance on internet technology and the number of our employees who are working remotely may create additional opportunities for cybercriminals to exploit vulnerabilities. For example, there has been an increase in phishing and spam emails as well as social engineering attempts from “hackers” hoping to use the recent COVID-19 pandemic to their advantage. Furthermore, because the techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or systems or data or systems of our commercial partners, or inappropriate or unauthorized access to or disclosure or use of confidential, proprietary, or other sensitive, personal, or health information, we could incur liability and suffer reputational harm. Failure to maintain or protect our information technology systems effectively could negatively affect our business, financial condition and results of operations.

 If we are unable to recruit and retain qualified personnel, our business could be harmed.

Our growth and success highly depend on qualified personnel. Competition in the industry could cause us difficulty in recruiting or retaining a sufficient number of qualified technical personnel, which could harm our ability to develop new products. If we are unable to attract and retain necessary key talents, it would harm our ability to develop competitive product and retain good customers and could adversely affect our business and operating results.

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We may be unable to adequately protect our proprietary rights.

We currently have one “use” patent covering the SOBR Safe™ alcohol detection system and/or the SOBR devices and two provisional patents pending with the USPTO. These are not patents over the components of the device, but instead covering the use of those components in the SOBR device. Our ability to compete partly depends on the superiority, uniqueness and value of our intellectual property. To protect our proprietary rights, we will rely on a combination of patent, copyright and trade secret laws, confidentiality agreements with our employees and third parties, and protective contractual provisions. Despite these efforts, any of the following occurrences may reduce the value of our intellectual property:

Our applications for patents relating to our business may not be granted and, if granted, may be challenged or invalidated;

Issued patents may not provide us with any competitive advantages;

Our efforts to protect our intellectual property rights may not be effective in preventing misappropriation of our technology;

Our efforts may not prevent the development and design by others of products or technologies similar to or competitive with, or superior to those we develop; or

Another party may obtain a blocking patent and we would need to either obtain a license or design around the patent in order to continue to offer the contested feature or service in our products.

We may become involved in lawsuits to protect or enforce our patents that would be expensive and time consuming.

In order to protect or enforce our patent rights, we may initiate patent litigation against third parties. In addition, we may become subject to interference or opposition proceedings conducted in patent and trademark offices to determine the priority and patentability of inventions. The defense of intellectual property rights, including patent rights through lawsuits, interference or opposition proceedings, and other legal and administrative proceedings, would be costly and divert our technical and management personnel from their normal responsibilities. An adverse determination of any litigation or defense proceedings could put our pending patent applications at risk of not being issued.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. For example, during the course of this kind of litigation, confidential information may be inadvertently disclosed in the form of documents or testimony in connection with discovery requests, depositions or trial testimony. This disclosure could have a material adverse effect on our business and our financial results.

The internal controls we utilize to produce reliable financial reports have material weaknesses. If we continue to have material weaknesses in our internal controls, we may not be able to report our financial results accurately or timely or to detect fraud, which could have a material adverse effect on our business.

An effective internal control environment is necessary for us to produce reliable financial reports and is an important part of our effort to prevent financial fraud. We are required to periodically evaluate the effectiveness of the design and operation of our internal controls over financial reporting. Based on these evaluations, we concluded in our Annual Report on Form 10-K for the year ended December 31, 2021, as well as in all of our quarterly and annual reports since evaluations and disclosure regarding our internal controls became required disclosure, that we have material weaknesses in our internal controls. Enhancements, modifications, and changes to our internal controls are necessary in order to eliminate these weaknesses. As of December 31, 2021, the specific weaknesses our management has identified include: (i) we do not have sufficient segregation of duties within our accounting functions, (ii) we have not documented our internal controls, and (iii) effective controls over the control environment were not maintained. See “Internal Control Over Financial Reporting”, herein. There are inherent limitations on the effectiveness of internal controls, including collusion, management override, and failure of human judgment. In addition, control procedures are designed to reduce rather than eliminate business risks. If we continue to fail to maintain an effective system of internal controls we may be unable to produce reliable, timely financial reports or prevent fraud, which could have a material adverse effect on our business, including subjecting us to sanctions or investigation by regulatory authorities, such as the Securities and Exchange Commission. Any such actions could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements, which could cause the market price of our common stock to decline or limit our access to capital.

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Our common stock has been thinly traded and we cannot predict the extent to which a trading market will develop.

Our common stock is quoted on the OTBQB-tier of OTC Markets. Our common stock is thinly-traded compared to larger more widely known companies. Thinly traded common stock can be more volatile than common stock trading in an active public market. We cannot predict the extent to which an active public market for our common stock will develop or be sustained.

We may not be able to identify, negotiate, finance or close future acquisitions.

One component of our growth strategy focuses on acquiring additional technologies, companies and/or assets. We may not, however, be able to identify, audit, or acquire technologies, companies and/or assets on acceptable terms, if at all. Additionally, we may need to finance all or a portion of the purchase price for an acquisition by incurring indebtedness. There can be no assurance that we will be able to obtain financing on terms that are favorable, if at all, which will limit our ability to acquire additional companies or assets in the future. Failure to acquire additional companies or assets on acceptable terms, if at all, would have a material adverse effect on our ability to increase assets, revenues and net income and on the trading price of our common Stock.

We may acquire businesses without any apparent synergies with our current operations of alcohol detection devices.

In an effort to diversify our sources of revenue and profits, we may decide to acquire businesses without any apparent synergies with our current alcohol detection device operations. For example, we believe that the acquisition of technologies unrelated to alcohol detection devices may be an important way for us to enhance our stockholder value. Notwithstanding the critical importance of diversification, some members of the investment community and research analysts would prefer that micro-cap or small-cap companies restrict the scope of their activity to a single line of business, and may not be willing to make an investment in, or recommend an investment in, a micro-cap or small-cap company that undertakes multiple lines of business. This situation could materially adversely impact our company and the trading price of our stock.

We may not be able to properly manage multiple businesses.

We may not be able to properly manage multiple businesses. Managing multiple businesses would be more complicated than managing a single line of business, and would require that we hire and manage executives with experience and expertise in different fields. We can provide no assurance that we will be able to do so successfully. A failure to properly manage multiple businesses could materially adversely affect our company and the trading price of our stock.

We may not be able to successfully integrate new acquisitions.

Even if we are able to acquire additional technologies, companies and/or assets, we may not be able to successfully integrate those companies or assets. For example, we may need to integrate widely dispersed operations with different corporate cultures, operating margins, competitive environments, computer systems, compensation schemes, business plans and growth potential requiring significant management time and attention. In addition, the successful integration of any companies we acquire will depend in large part on the retention of personnel critical to our combined business operations due to, for example, unique technical skills or management expertise. We may be unable to retain existing management, finance, engineering, sales, customer support, and operations personnel that are critical to the success of the integrated company, resulting in disruption of operations, loss of key information, expertise or know-how, unanticipated additional recruitment and training costs, and otherwise diminishing anticipated benefits of these acquisitions, including loss of revenue and profitability. Failure to successfully integrate acquired businesses could have a material adverse effect on our company and the trading price of our stock.

Our acquisitions of businesses may be extremely risky and we could lose all of our investments.

We may invest in other technology businesses or other risky industries. An investment in these companies may be extremely risky because, among other things, the companies we are likely to focus on: (1) typically have limited operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns; (2) tend to be privately-owned and generally have little publicly available information and, as a result, we may not learn all of the material information we need to know regarding these businesses; (3) are more likely to depend on the management talents and efforts of a small group of people; and, as a result, the death, disability, resignation or termination of one or more of these people could have an adverse impact on the operations of any business that we may acquire; (4) may have less predictable operating results; (5) may from time to time be parties to litigation; (6) may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence; and (7) may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. Our failure to make acquisitions efficiently and profitably could have a material adverse effect on our business, results of operations, financial condition and the trading price of our stock.

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Future acquisitions may fail to perform as expected.

Future acquisitions may fail to perform as expected. We may overestimate cash flow, underestimate costs, or fail to understand risks. This could materially adversely affect our company and the trading price of our Stock.

Competition may result in overpaying for acquisitions.

Other investors with significant capital may compete with us for attractive investment opportunities. These competitors may include publicly-traded companies, private equity firms, privately held buyers, individual investors, and other types of investors. Such competition may increase the price of acquisitions, or otherwise adversely affect the terms and conditions of acquisitions. This could materially adversely affect our company and the trading price of our stock.

We may have insufficient resources to cover our operating expenses and the expenses of raising money and consummating acquisitions.

We have limited cash to cover our operating expenses and to cover the expenses incurred in connection with money raising and a business combination. It is possible that we could incur substantial costs in connection with money raising or a business combination. If we do not have sufficient proceeds available to cover our expenses, we may be forced to obtain additional financing, either from our management or third parties. We may not be able to obtain additional financing on acceptable terms, if at all, and neither our management nor any third party is obligated to provide any financing. This could have a negative impact on our company and our stock price.

The nature of our proposed future operations is speculative and will depend to a great extent on the businesses which we acquire.

While management may seek a merger or acquisition of privately held entities with established operating histories, there can be no assurance that we will be successful in locating an acquisition candidate meeting such criteria. In the event we complete a merger or acquisition transaction, of which there can be no assurance, our success, if any, will be dependent upon the operations, financial condition and management of the acquired company, and upon numerous other factors beyond our control. If the operations, financial condition or management of the acquired company were to be disrupted or otherwise negatively impacted following an acquisition, our company and our stock price would be negatively impacted.

We may take actions that will not require our stockholders’ approval.

The terms and conditions of any acquisition could require us to take actions that would not require stockholder approval. In order to acquire certain companies or assets, we may issue additional shares of common or preferred stock, borrow money or issue debt instruments including debt convertible into capital stock. Not all of these actions would require our stockholders’ approval even if these actions dilute our shareholders’ economic or voting interest.

Our investigation of potential acquisitions will be limited.

Our analysis of new business opportunities will be undertaken by or under the supervision of our executive officers and directors. Inasmuch as we will have limited funds available to search for business opportunities and ventures, we will not be able to expend significant funds on a complete and exhaustive investigation of such business or opportunity. We will, however, investigate, to the extent believed reasonable by our management, such potential business opportunities or ventures by conducting a so-called “due diligence investigation”. In a so-called “due diligence investigation”, we intend to obtain and review materials regarding the business opportunity. Typically, such materials will include information regarding a target business’ products, services, contracts, management, ownership, and financial information. In addition, we intend to cause our officers or agents to meet personally with management and key personnel of target businesses, ask questions regarding the company’s prospects, tour facilities, and conduct other reasonable investigation of the target business to the extent of our limited financial resources and management and technical expertise. Any failure of such “due diligence investigation” to uncover issues and problems relating to potential acquisition candidates could materially adversely affect our company and the trading price of our stock.

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We will have only a limited ability to evaluate the directors and management of potential acquisitions.

We may make a determination that our current directors and officers should not remain, or should reduce their roles, following money raising or a business combination, based on an assessment of the experience and skill sets of new directors and officers and the management of target businesses. We cannot assure you that our assessment of these individuals will prove to be correct. This could have a negative impact on our company and our stock price.

We may be dependent on outside advisors to assist us.

In order to supplement the business experience of management, we may employ accountants, technical experts, appraisers, attorneys or other consultants or advisors. The selection of any such advisors will be made by management and without any control from shareholders. Additionally, it is anticipated that such persons may be engaged by us on an independent basis without a continuing fiduciary or other obligation to us.

We may be unable to protect or enforce the intellectual property rights of any target business that we acquire or the target business may become subject to claims of intellectual property infringement.

After completing a business combination, theprocurement and protection of trademarks, copyrights, patents, domain names, and trade secrets may be critical to our success.We will likely rely on a combination of copyright, trademark, trade secret laws and contractual restrictions to protect any proprietary technology and rights that we may acquire. Despite our efforts to protect those proprietary technology and rights, we may not be able to prevent misappropriation of those proprietary rights or deter independent development of technologies that compete with the business we acquire. Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. It is also possible that third parties may claim we have infringed their patent, trademark, copyright or other proprietary rights. Claims or litigation, with or without merit, could result in substantial costs and diversions of resources, either of which could have an adverse effect on our competitive position and business. Further, depending on the target business or businesses that we acquire, it is likely that we will have to protect trademarks, patents, and domain names in an increasing number of jurisdictions, a process that is expensive and may not be successful in every location. These factors could negatively impact our company and the trading price of our stock.

Integrating acquired businesses may divert our management’s attention away from our day-to-day operations and harm our business.

Acquisitions generally involve significant risks, including the risk of overvaluation of potential acquisitions and risks in regard to the assimilation of personnel, operations, products, services, technologies, and corporate culture of acquired companies. Dealing with these risks may place a significant burden on our management and other internal resources. This could materially adversely affect our business and the trading price of our stock.

We may fail to manage our growth effectively.

Future growth through acquisitions and organic expansion would place a significant strain on our managerial, operational, technical, training, systems and financial resources. We can give you no assurance that we will be able to manage our expanding operations properly or cost effectively. A failure to properly and cost-effectively manage our expansion could materially adversely affect our company and the trading price of our stock.

The management of companies we acquire may lose their enthusiasm or entrepreneurship after the sale of their businesses.

We can give no assurance that the management of future companies we acquire will have the same level of enthusiasm for the operation of their businesses following their acquisition by us, or if they cease performing services for the acquired businesses that we will be able to install replacement management with the same skill sets and determination. There also is always a risk that management will attempt to reenter the market and possibly seek to recruit some of the former employees of the business, who may continue to be key employees of ours. This could materially adversely affect our business and the trading price of our Stock.

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We will be subject to the significant influence of one of our current stockholders after this offering, and their interests may not always coincide with those of our other stockholders.

Gary Graham, currently beneficially owns approximately 43% of our outstanding common stock, and will beneficially own approximately 34% of our outstanding Common Stock following the completion of this offering. As a result, Mr. Graham will be able to significantly influence all matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions. Because the interests of Mr. Graham may not always coincide with those of our other stockholders, such stockholder may influence or cause us to take actions with which our other stockholders disagree.

Our management has discretion as to how to use any proceeds from the sale of securities.

The net proceeds from the sale of the shares under this offering will be used for the purposes described under “Use of Proceeds.” We reserve the right to use the funds obtained from this offering for other similar purposes not presently contemplated which our management deems to be in the best interests of the company and our stockholders in order to address changed circumstances or opportunities. As a result of the foregoing, our success will be substantially dependent upon the discretion and judgment of management with respect to application and allocation of the net proceeds of this offering. Investors for the shares of common stock offered hereby will be entrusting their funds to our management, upon whose judgment and discretion the investors must depend.

The Selling Securityholders may sell their shares of common stock in the open market, which may cause our stock price to decline.

The Selling Securityholders may sell the shares of common stock being registered in this offering in the public market. That means that up to 556,975 shares of common stock, the number of shares being registered in this offering for sale by the Selling Securityholders if they convert their debentures and exercise their warrants, may be sold in the public market. Such sales will likely cause our stock price to decline.

Sale of our common stock by the Selling Securityholders could encourage short sales by third parties, which could contribute to the further decline of our stock price.

The significant downward pressure on the price of our common stock caused by the sale of material amounts of common stock could encourage short sales by third parties. Such an event could place further downward pressure on the price of our common stock.

Our Common Stock may be affected by limited trading volume and our share price may be volatile, which could adversely impact the value of our Common Stock.

There can be no assurance that an active trading market in our Common Stock will be maintained. Our Common Stock is likely to experience significant price and volume fluctuations in the future, which could adversely affect the market price of our Common Stock without regard to our operating performance and the market price of our common stock after this offering may drop below the price you pay. In addition, we believe that factors such as our operating results, quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets, including as the result of the COVID-19 pandemic, could cause the price of our Common Stock to fluctuate substantially. These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our Common Stock will be stable or appreciate over time.

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Investors in this offering will experience immediate and substantial dilution in net tangible book value.

The public offering price per share is substantially higher than the net tangible book value per share of our outstanding shares of Common Stock.  As a result, investors in this offering will incur immediate dilution of $4.38 per share, based on the assumed public offering price of $5.00 per share, the mid-point of the estimated offering price range described on the cover of this prospectus. Investors in this offering will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. See “Dilution” for a more complete description of how the value of your investment will be diluted upon the completion of this offering.  Immediately prior to the consummation of this offering, we expect to have approximately 750,000 outstanding stock options to purchase our Common Stock with exercise prices that are below the assumed initial public offering price of our Common Stock. To the extent that these options are exercised, there will be further dilution.

This prospectus contains forward-looking statements that plan for or anticipate the future.  In thisare based on our current expectations, estimates and projections but are not guarantees of future performance and are subject to risks and uncertainties.

This prospectus contains forward-looking statements. These forward-looking statements are generally identified by thenot historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” and “estimates,” and variations of these words "anticipate," "plan," "believe," "expect," "estimate," and the like.similar expressions, are intended to identify forward-looking statements. These forward-looking statements include, but are not limitedguarantees of future performance and are subject to statements regarding the following:


*

our productrisks, uncertainties and other factors, some of which are beyond our control and difficult to predict and marketing plans

*

consulting and strategic business relationships;

*

statements about our future business plans and strategies;

*

anticipated operating results and sources of future revenue;

*

our organization's growth;

*

adequacy of our financial resources;

*

development of new products and markets;

*

competitive pressures;

*

changing economic conditions;

*

expectations regarding competition from other companies; and

*

our ability to publish distribute our magazine.


Although we believe that any forward-looking statements we make in this prospectus are reasonable, because forward-looking statements involve future risks and uncertainties, there are factors that could cause actual results to differ materially from those expressed or implied.  For example, a few of the uncertainties that could affect the accuracy of forward-looking statements, besides the specific factors identified above in the Risk Factors section of this prospectus, include:


*

changes in general economic and business conditions affecting the publishing industry;

*

changes in our business strategies; and,

*

the level of demand for our products.


In light of the significant uncertainties inherentforecasted in the forward-looking statements made in this prospectus, particularly in view of our early stage of operations, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.




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The safe harbor provisions of the Private Securities Litigation Reform Act of 1995 with respect to forward looking statements contained in this prospectus are not available and do not apply to us.  




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Risk Factors


You should carefully consider thestatements. These risks and uncertainties include those described belowin “Risk Factors” and the other informationelsewhere in this prospectus before decidingprospectus. Readers are cautioned not to invest in shares ofplace undue reliance on these forward-looking statements, which reflect our common stock.


The occurrence of anymanagement’s view only as of the following risks could materiallydate of this prospectus. Except as required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

If our shares become subject to the penny stock rules, it would become more difficult to trade our shares.

If we do not obtain or retain a listing on Nasdaq and adversely affect our business, financial condition and operating result.  In this case,if the trading price of our common stock could decline and you might lose all or part of your investment.


Risks Related to This Offering and Our Stock



Future issuances of our common stock could dilute current shareholders and adversely affect the market if it develops.


We have the authority to issue up to 100,000,000 shares of common stock and 25,000,000 shares of preferred stock and to issue options and warrants to purchase shares of our common stock, without shareholder approval.  These future issuances could be at values substantially below the price paid for our common stock by investors in this offering, which would result in significant dilution to those investors.  In addition, we could issue large blocks of our common stock to fend off unwanted tender offers or hostile takeovers without further shareholder approval, which would not only result in further dilution to investors in this offering but could also depress the market value of our common stock, if a public trading market develops.


We may issue preferred stock that would have rights that are preferential to the rights of the common stock that could discourage potentially beneficial transactions to our common stockholders.


An issuance of additional shares of preferred stock could result in a class of outstanding securities that would have preferences with respect to voting rights and dividends and in liquidation over the common stock and could, upon conversion or otherwise, have all of the rights of our common stock.  Our Board of Directors' authority to issue preferred stock could discourage potential takeover attempts or could delay or prevent a change in control through merger, tender offer, proxy contest or otherwise by making these attempts more difficult or costly to achieve.  The issuance of preferred stock could impair the voting, dividend and liquidation rights of common stockholders without their approval.


There is currently no market for our common shares, and investors may be unable to sell their shares for an indefinite period of time.


There is presently no market for our common shares.  There is no assurance that a liquid market for our common shares will ever develop in the United States or elsewhere, or that if such a market does develop that it will continue.  Accordingly, an investment in common shares of our Company should only be considered by those investors who do not require liquidity and can afford to suffer a total loss of their investment.  An investor should consult with professional advisers before making such an investment.




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Over-the-counter stocks are subject to risks of high volatility and price fluctuation.


We have not applied to have our shares listed on any stock exchange or on the NASDAQ Capital Market, and we do not plan to do so in the foreseeable future.  As a result, if a trading market does develop for our common stock, of which there is no assurance, it is likely that our shares will trade on the over-the-counter (“OTC”) market.  The OTC market for securities has experienced extreme price and volume fluctuations during certain periods.  These broad market fluctuations and other factors, such as new product developments and trends in our Company's industry and the investment markets generally, as well as economic conditions and quarterly variations in our results of operations, may adversely affect the market price of our common stock and make it more difficult for investors in this offering to sell their shares.


Trading in our securities will in all likelihood be conducted on an electronic bulletin board established for securities that do not meet NASDAQ listing requirements.  As a result, investors will find it substantially more difficult to dispose of our securities.  Investors may also find it difficult to obtain accurate information and quotations as to the price of, our common stock.  


Our stock price may be volatile and as a result, investors could lose all or part of their investment. The value of an investment could decline due to the impact of any of the following factors upon the market price of our common stock:


·

failure to meet sales and marketing goals or operating budget;

·

decline in demand for our common stock;

·

operating results failing to meet the expectations of securities analysts or investors in any quarter;

·

downward revisions in securities analysts' estimates or changes in general market conditions;

·

investor perception of our Company's industry or prospects; and

·

general economic trends.


In addition, stock markets have experienced extreme price and volume fluctuations and the market prices of securities have been highly volatile.  These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock.  As a result, investors may be unable to resell their shares at or above the offering price.  


Outstanding shares that are eligible for future sale could adversely impact a public trading market for our common stock, if a public trading market develops.


All of the 992,650 shares of common stock that will be distributed under this prospectus will be free-trading shares.  In addition, in the future, we may offer and sell shares without registration under the Securities Act. All of such shares are "restricted securities" as defined by Rule 144 ("Rule 144") under the Securities Act and cannot be resold without registration except in reliance on Rule 144 or another applicable exemption from registration. U nder Rule 144 a non-affiliate of the Company can sell restricted shares held for at least six months, subject only to the restriction that the Company has made available public information as required by Rule 144. After shares have been held for one year, non-affiliates may sell restricted shares without limitation.  Affiliates of the Company can sell restricted securities after six



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months, subject to compliance with the volume limitation, manner of sale, Form 144 filing and current public information requirements.  No shares of our common stock are currently eligible for resale under Rule 144.  


Upon completion of this offering, we intend to file a registration statement on Form S-8 under the Securities Act to register shares of common stock reserved for issuance under our Equity Incentive Plan.  Persons who are not affiliates, and who receive shares that are registered under this registration statement, will be able to resell those shares in the public market without restriction under the Securities Act.  This registration statement will become effective immediately upon filing.


No prediction can be made as to the effect, if any, that future sales of restricted shares of common stock, or the availability of such common stock for sale, will have on the market price of the common stock prevailing from time to time. Sales of substantial amounts of such common stock in the public market, or the perception that such sales may occur, could adversely affect the then prevailing market price of the common stock.


If a public trading market for our shares develops, owners ofless than $5.00, our common stock will be subject to the “penny stock” rules.  


Since our shares are not listed ondeemed a national stock exchange or quoted on the Nasdaq Market within the United States, if a public trading market develops, of which there can be no assurance, trading in our shares on the OTC market will be subject, to the extent the market price for our shares is less than $5.00 per share, to a number of regulations known as the "penny stock rules".penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, to provide the customer with additional information including current bid and offer quotations forcontaining specified information. In addition, the penny stock the compensation of the broker-dealer and its salespersonrules require that before effecting any transaction in the transaction, monthly account statements showing the market value of eacha penny stock held in the customer's account, and tonot otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the investorpurchaser and receive (i) the investor’s wr ittenpurchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to the transaction.  To the extent thesetransactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may be applicable they will reducehave the leveleffect of reducing the trading activity in the secondary market for our common stock, and therefore shareholders may have difficulty selling their shares.

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SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this prospectus, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” that are based on our management’s beliefs and assumptions and on information currently available to our management.  Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition.  Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions.  These statements are only predictions and involve known and unknown risks and uncertainties, including the risks outlined under “Risk Factors” and elsewhere in this prospectus.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance or achievement.  We are not under any duty to update any of the forward-looking statements after the date of this prospectus to conform these statements to actual results, unless required by law.

23

USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of shares of our Common Stock in this offering will be approximately $10,650,000, or approximately $12,270,000 if the underwriters exercise their option to purchase additional shares in full, based upon an assumed public offering price of $5.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase or decrease in the assumed initial public offering price of $5.00 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the net proceeds to us from this offering by approximately $2,160,000, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting commissions and non-accountable expense allowance, but not including approximately $150,000 in estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of shares sold in this offering by us, as set forth on the cover page of this prospectus, would increase or decrease, as applicable, the net proceeds to us from this offering by approximately $4,500,000 million, assuming an public offering price of $5.00 per share remains the same, and after deducting underwriting commissions and non-accountable expense allowance, but not including approximately $150,000 in estimated offering expenses payable by us. The information discussed above is illustrative only and will adjust based on the actual public offering price and other terms of this offering determined at pricing.

The principal purposes of this offering are to obtain additional capital to support our operations, to create a public market for shares of our common stock, to facilitate our future access to the public equity markets and to increase awareness of our company among potential customers. We currently intend to use the net proceeds from this offering, together with our existing cash and cash equivalents, as follows:

·

approximately $4.2 million for sales and marketing, customer service and digital marketing;

·

approximately $2.4 million to fund product development and research and development activities;

·

approximately $3.0 million for general and administrative support; and

·

the remainder, if any, for working capital and other general corporate purposes.

We may also use a portion of the net proceeds from this offering to acquire, license or invest in products, technologies or businesses that are complementary to our business. However, we currently have no agreements or commitments to complete any such transaction.

Based on our operating plan, we currently believe that our existing cash and cash equivalents, anticipated revenue and available financing arrangements, together with the net proceeds from this offering, will be sufficient to meet our capital requirements and fund our operations through at least the next twelve months from the date of this prospectus.

Our management will have broad discretion over the use of the net proceeds from this offering.  The expected use of net proceeds from this offering represents our intentions based upon our present plans and business conditions, which could change in the future as or plans and business conditions evolve. We may find it necessary or advisable to use the net proceeds for other purposes, and we will have broad discretion in the application of the net proceeds.

Pending the uses described above, we plan to invest the net proceeds from this offering in short-and intermediate-term, interest-bearing obligations, investment-grade instruments or other securities.

We will not receive any proceeds from the sale of our Common Stock by the Selling Securityholders.

24

SELLING SECURITYHOLDERS

The Selling Securityholders may offer and sell, from time to time, any or all of the shares of Common Stock underlying certain convertible debentures and warrants being offered for resale by this prospectus, which consists of:

up to 222,794 shares issuable upon the conversion of convertible debentures (the “Debenture Shares”), and

up to 334,181 shares issuable upon the exercise of warrants (the “Warrant Shares”);

The term “Selling Securityholders” includes the securityholders listed in the tables below and their permitted transferees.

The following table provides, as of the date of this prospectus, information regarding the beneficial ownership of our convertible debentures and warrants of each selling securityholder, and the number of shares of common stock underlying each Selling Securityholders’ convertible debenture and warrant.  The below shares are not currently owned by the Selling Securityholder but will be if they convert their debenture and exercise their warrant.

Because each Selling Securityholder may dispose of all, none or some portion of their securities, no estimate can be given as to the number of securities that will be beneficially owned by a Selling Securityholder upon termination of this offering. For purposes of the table below, however, we have assumed that after termination of this offering none of the securities covered by this prospectus will be beneficially owned by the Selling Securityholders and further assumed that the Selling Securityholders will not acquire beneficial ownership of any additional securities during the offering. In addition, the Selling Securityholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, our securities in transactions exempt from the registration requirements of the Securities Act after the date on which the information in the tables is presented.

We may amend or supplement this prospectus from time to time in the future to update or change this Selling Securityholders list and the securities that may be resold.

Please see the section titled “Plan of Distribution” for further information regarding the stockholders’ method of distributing these shares.

Name of Selling Shareholder

 

Shares of Common Stock Owned Prior to Offering

 

 

Shares of Common Stock to be Offered for the Selling Shareholder’s Account

 

 

Shares of Common Stock Owned by Selling Shareholder After the Offering

 

 

Percent of Common Stock to be Owned by the Selling Shareholder After the Offering

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial House, LLC(1)

 

 

27,779

 

 

 

27,779

 

 

 

--

 

 

 

--

 

Mishal Family Trust(2)

 

 

14,650

 

 

 

13,890

 

 

 

760

 

 

 

<1

 

The Anil Manaktala and Alka Manaktala Family Trust(3)

 

 

27,779

 

 

 

27,779

 

 

 

--

 

 

 

--

 

Anita Mishal

 

 

13,890

 

 

 

13,890

 

 

 

--

 

 

 

--

 

Priya Manaktala

 

 

13,890

 

 

 

13,890

 

 

 

 

 

 

 

 

 

Steven J. Wandschneider

 

 

13,890

 

 

 

13,890

 

 

 

--

 

 

 

--

 

Loy Pham

 

 

13,890

 

 

 

13,890

 

 

 

--

 

 

 

--

 

Arizado Capital, LLC(4)

 

 

27,779

 

 

 

27,779

 

 

 

--

 

 

 

--

 

Christopher Beabout(5)

 

 

13,890

 

 

 

13,890

 

 

 

--

 

 

 

--

 

Rajeshwari Dwshmukh Qualified Domestic Trust

 

 

13,890

 

 

 

13,890

 

 

 

--

 

 

 

--

 

Heptagon Energy, LLC(6)

 

 

13,890

 

 

 

13,890

 

 

 

--

 

 

 

--

 

Steve Scofes

 

 

13,890

 

 

 

13,890

 

 

 

--

 

 

 

--

 

Prakash K. Pawar

 

 

13,890

 

 

 

13,890

 

 

 

--

 

 

 

--

 

Rego Family Partnership, LLC(7)

 

 

13,890

 

 

 

13,890

 

 

 

--

 

 

 

--

 

Noah Nordheimer

 

 

41,667

 

 

 

41,667

 

 

 

--

 

 

 

--

 

Premier Trust FBO Ford Fay

 

 

13,890

 

 

 

13,890

 

 

 

--

 

 

 

--

 

RGN 2021 Growth Equity, LLC(8)

 

 

55,557

 

 

 

55,557

 

 

 

--

 

 

 

--

 

Jeff Mahan

 

 

13,890

 

 

 

13,890

 

 

 

--

 

 

 

--

 

Solsa Capital, LLC(9)

 

 

1,389

 

 

 

1,389

 

 

 

--

 

 

 

--

 

Matthew L. Rossetti

 

 

27,779

 

 

 

27,779

 

 

 

--

 

 

 

--

 

Garfield SobrSafe 18, LLC(10)

 

 

13,890

 

 

 

13,890

 

 

 

--

 

 

 

--

 

Robert McHugh

 

 

13,890

 

 

 

13,890

 

 

 

--

 

 

 

--

 

Guodong Xu

 

 

13,890

 

 

 

13,890

 

 

 

--

 

 

 

--

 

Robert J. Perez

 

 

13,890

 

 

 

13,890

 

 

 

--

 

 

 

--

 

Larry Suarez

 

 

144,611

 

 

 

69,445

 

 

 

75,166

 

 

 

<1

 

Vaisvil Holdings, LLC(11)

 

 

13,890

 

 

 

13,890

 

 

 

--

 

 

 

--

 

Scott Bennett

 

 

13,890

 

 

 

13,890

 

 

 

--

 

 

 

--

 

Joseph M. Say

 

 

13,890

 

 

 

13,890

 

 

 

--

 

 

 

--

 

(1)

Financial House, LLC is controlled by James Bardy, a member of our Board of Directors.

(2)

Mishal Family Trust is controlled by Devadatt Mishal. Devadatt Mishall owns 371,698 shares of our common stock individually. Since those shares are owned individually they are not included in the above table.

(3)

The Anil Manaktala and Alka Manaktala Family Trust is controlled by Alka Manaktala. Alka Manaktala owns 1,215 shares of our common stock individually. Since those shares are owned individually they are not included in the above table.

(4)

Arizado Capital, LLC is controlled by Jim DeSorrento.

(5)

Christopher Beabout is the adult son of Stephen Beabout, one of our Directors.

(6)

Heptagon Energy, LLC is controlled by Douglas D. Scheetz.

(7)

Rego Family Partnership, LLC is controlled by Richard Rego

(8)

RGN 2021 Growth Equity, LLC is controlled by David L. Ruttenberg.

(9)

Solsa Capital, LLC is controlled by David L. Ruttenberg.

(10)

Garfield SobrSafe 18, LLC is controlled by Ronald Garfield.

(11)

Vaisvil Holdings, LLC is controlled by Chris Vaivsil.

25

None of the Selling Securityholders has, or within the past three years has had, any position, office or material relationship with us or any of our predecessors or affiliates, except as follows:

James Bardy, the principal of Financial House, LLC joined our Board of Directors in August 2021.

Devadatt Mishall, Trustee of the Mishal Family Trust resigned from our Board of Directors in 2019.

Ford Fay is on our Board of Directors.

Scott Bennett is our Executive Vice President of Business Operations.

Steve Scofes previously served as our Director of Government Affairs/Public Sector Procurement.

MARKET PRICE FOR OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our Common Stock is not quoted on a national exchange, rather, they are currently quoted on OTC Markets’ OTCQB-tier under the symbol “SOBR.” We were quoted on OTC Markets on March 18, 2009 and quoted on OTCQB in November 16, 2020. The following table sets forth the high and low bid information for each quarter within the fiscal years ended December 31, 2021 and 2020, as best we could estimate from publicly-available information. The information reflects prices between dealers, and does not include retail markup, markdown, or commission, and may severelynot represent actual transactions. The below information has been adjusted for our proposed 1-for-3 reverse stock split as referenced herein. On April 7, 2022, the closing bid price for one share of our common stock was $7.44 (adjusted for proposed 1-for-3 reverse stock split discussed herein).

Fiscal Year Ended December 31,

 

 

Bid Prices

 

 

 

Period

 

High

 

 

Low

 

 

 

 

 

 

 

 

 

 

2020

 

First Quarter

 

$7.98

 

 

$3.24

 

 

 

Second Quarter

 

$9.00

 

 

$3.42

 

 

 

Third Quarter

 

$11.97

 

 

$5.70

 

 

 

Fourth Quarter

 

$9.00

 

 

$7.50

 

 

 

 

 

 

 

 

 

 

 

 

2021

 

First Quarter

 

$18.00

 

 

$6.60

 

 

 

Second Quarter

 

$11.85

 

 

$6.60

 

 

 

Third Quarter

 

$12.00

 

 

$7.50

 

 

 

Fourth Quarter

 

$10.35

 

 

$7.50

 

The Securities Enforcement and adversely affectPenny Stock Reform Act of 1990 requires additional disclosure relating to the abilitymarket for penny stocks in connection with trades in any stock defined as a penny stock.  The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of broker-dealersless than $5.00 per share, subject to sell our shares, if a publicly traded market develops.


Wefew exceptions which we do not expectmeet.  Unless an exception is available, the regulations require the delivery, prior to pay cash dividendsany transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith. There are no limitations on dividends.

26

Holders

As of December 31, 2021, there were 8,778,555 shares of our common stock issuable and outstanding held by approximately 180 holders of record and numerous shares held in brokerage accounts.

Stock Options, Restricted Stock Units, Warrants and Convertible Debentures

In connection with hiring Mr. Wenzel in January 2022, we entered into an Executive Employment Agreement with Mr. Wenzel. Under the foreseeable future.  Any return on investment may be limitedterms of his Employment Agreement, we issued Mr. Wenzel: (i) incentive stock options under our 2019 Equity Incentive Plan to acquire 66,667 shares of our common stock, at an exercise price of $7.755, which is equal to 110% of the fair market value of our stock.common stock on January 10, 2022 (the date the options were eligible to be issued under Mr. Wenzel’s Employment Agreement), with the stock options to vest in 8 equal quarterly installments of 8,334shares during the two-year term of the Employment Agreement, with a ten year term, and (ii) 16,667 Restricted Stock Units under our 2019 Equity Incentive Plan, which will vest upon the end of any relevant lockup period involving Company securities owned by Mr. Wenzel after we uplist to a national exchange (i.e. Nasdaq).


We have never paid any cash dividends on anyOn October 18, 2021, we entered into an Executive Employment Agreement with Michael Watson (the “Watson Agreement”) to serve as our Executive Vice President of Sales and Marketing and Revenue Officer.  Under the terms of the Watson Agreement, we issued Mr. Watson incentive stock options under our 2019 Equity Incentive Plan to acquire up to 83,334 shares of our capitalcommon stock at $9.21 per share (110% of fair market value on the date of grant), which options vest in equal quarterly installments overs a two year period.

On August 17, 2021, we entered into an Executive Employment Agreement with Scott Bennett (the “Bennett Agreement”) to serve as our Executive Vice President of Business Operations beginning on October 18, 2021.  Under the terms of the Bennett Agreement, we issued Mr. Bennett incentive stock options under our 2019 Equity Incentive Plan to acquire up to 33,334 shares of our common stock at $9.21 per share (110% of fair market value on the date of grant), which options vest in equal quarterly installments overs a two year period, and (ii) 16,667 restricted stock units under our 2019 Equity Incentive Stock Plan, which will vest upon the earlier of (a) the expiration of any lock-up period that includes any of our securities owned by the Advisor after the uplist of the Corporation to a national exchange (NASDAQ, NYSE, etc.) or (b) January 1, 2023.

Prior to hiring Mr. Bennett as an executive officer, Mr. Bennett was granted (i) 3,334 restricted stock units pursuant to a prior consulting arrangement with us, and (ii) a stock option to acquire 100,000 shares of our common stock at an exercise price of $10.131 under a prior employment agreement with us.  The restricted stock units were issued under our 2019 Equity Plan and vest upon the earlier of (i) the expiration of any lock-up period that includes any of our securities owned by the Advisor after the uplist of the Corporation to a national exchange (NASDAQ, NYSE, etc.) or (ii) January 1, 2023.  The stock options were also issued under our 2019 Equity Incentive Plan and vest in equal installments, monthly over a thirty six (36) month period beginning May 17, 2021.

27

On September 28, 2021, we closed a financing transaction with the Armistice Capital Master Fund Ltd. (the “Purchaser”). Under the terms of the financing, we received $2,500,000 from the Purchaser and in exchange issued the Purchaser an 18% Original Issue Discount Convertible Debenture in the principal amount of $3,048,780 (the “Debenture”) and a Common Stock Purchase Warrant to purchase up to 406,504 shares of our common stock. The Debenture is convertible: (a) voluntarily by the Purchaser at any time into shares of our common stock at the lesser of (i) 100% of the closing price our common stock on the trading day immediate prior to the Closing Date under the Debenture, or (ii) 75% of the average VWAP of our common stock (representing a 25% discount) during the 5 trading day period immediately prior to the applicable conversion date (on an as adjusted basis giving effect to any splits, dividend and the like during such 5 Trading Day period) (the “Conversion Price”), or (b) automatically upon the occurrence of a Qualified Offering (as defined in the Debenture) into shares of our common stock at the lesser of: (i) the Conversion Price or (ii) 75% of the offering price of the securities offered in the Qualified Offering. The Debenture matures on March 27, 2022, does not accrue interest unless there is an event of default under the terms of the Debenture, and contains industry standard default and other provisions. The description of the Debenture set forth in this Registration Statement is qualified in its entirety by reference to the full text of that document, which is incorporated herein as Exhibit 10.17. The Warrant is exercisable at any time in the next five (5) years into shares of our common at an exercise price of $6.00 per share, unless an event of default occurs, at which time the exercise price will adjust to $1.00 per share. The Warrant contains a cashless exercise provision but only in the event we fail to have an effective registration statement registering the shares underlying the Warrant at any time beginning six (6) months from the date of the Warrant. The description of the Warrant set forth in this Registration Statement is qualified in its entirety by reference to the full text of that document, which is incorporated herein as Exhibit 10.18. In connection with the financing transaction we entered into a Securities Purchase Agreement and Registration Rights Agreement with the Purchaser, both with standard industry terms. The descriptions of the Securities Purchase Agreement and Registration Rights Agreement set forth in this Registration Statement are qualified in their entirety by reference to the full text of those documents, which are incorporated herein as Exhibit 10.19 and Exhibit 10.20, respectively.

A Registration Statement on Form S-1 registering the shares of common stock underlying the Purchaser’s Debenture and Common Stock Purchase Warrant went effective with the Securities and Exchange Commission on February 11, 2022.The Registration Rights Agreement requires us to register for resale, and maintain effectiveness of such Registration Statement, for all the registrable securities under the terms of the Debenture and Warrant, within defined time frames. In the event we failed to meet the Registration Rights Agreement requirements, until the date causing such event of noncompliance is cured, we are obligated to pay the Purchaser, as partial liquidated damages, an amount equal to the product of 2% of the principal amount of the Debenture not to exceed 24% of the aggregate principal amount of the Debenture.  If we fail to pay the liquidated damages within seven days after the date payable, we are required to pay interest at 18% until such amounts are paid in full. Although we completed the Registration Statement filings required, we did not meet the filing date requirements.  The filing date requirements were cured in February 2022.  Total unpaid damages and estimated related costs of approximately $189,700, are included in accrued expenses at December 31, 2021.

The Debenture matured on March 27, 2022 and we did not make the required principal payment putting us in default under the terms of the Debenture. On March 30, 2022, we entered into a Waiver Agreement with the Purchaser, under which the Purchaser granted us a waiver of the default penalties under the Debenture such that any default penalties will not be charged and/or due until April 17, 2022 (the “Waiver”). Default penalties at the Purchaser’s election are due and payable at the Mandatory Default Amount defined as the sum of (a) the greater of (i) the outstanding principal amount of this Debenture, plus all accrued and unpaid interest hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either (A) demanded or otherwise due or (B) paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, or (ii) 130% of the outstanding principal amount of this Debenture, plus 100% of accrued and unpaid interest hereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of this Debenture.

 In exchange for the Waiver of the default penalties we agreed to: (i) amend that certain Common Stock Warrant (the “Original Warrant”) issued by us to the Purchaser dated September 27, 2021 to extend the Termination Date (as defined in the Original Warrant) from September 28, 2026 to September 28, 2028; and (ii) issue the Purchaser a second Common Stock Purchase Warrant (the “New Warrant”) entitling the Purchaser to subscribe for and purchase up to an additional 101,626 shares of our common stock, expiring March 29, 2029, with all other terms of the warrant the same as the Original Warrant.  We also agreed, within thirty (30) days of the date of the Waiver, to file a Registration Statement on Form S-1 (or, if such form is unavailable for such a registration, on such other form as is available for such registration), covering the resale of all of the shares underlying the New Warrant.  As a result of the default event, the Debenture’s automatic conversion features upon the occurrence of a Qualified Offering no longer apply and interest accrues at 18% per annum on the principal amount.  

From March 2021 through May 31, 2021, we conducted a “Unit” offering under Rule 506 of Regulation D, with each Unit consisting of a $50,000 principal amount convertible debenture (the “Secured Debentures”) and a warrant (the “Warrant”) to purchase 8,334 shares of our common stock.  The holders of the Secured Debentures and the Warrants are the Selling Securityholders herein.  The Secured Debentures mature two (2) years after issuance. The Secured Debentures will not be redeemable but contain an automatic conversion feature, which will cause all principal and interest due under the Debenture to automatically convert if our common stock closes at or above $6.00 per share on NASDAQ for five (5) consecutive trading days.  Interest on each investor’s Secured Debenture accrues at a rate of 12% per annum, beginning on the date we have access to the investor’s funds. At the date of their investment, investors elected to have the interest due under the Secured Debenture paid in cash monthly or have the interest accrue and be payable on the maturity date of the Secured Debenture.  For investors that elect to accrue the interest due under the Secured Debenture, the interest will be paid in cash or may be converted into shares of our common stock under the same terms as the principal amount on the maturity date. The Secured Debentures will be convertible at any time, and from time to time, beginning on the date of issuance, into shares of our common stock. The Secured Debentures will be convertible at Nine Dollars ($9.00) per share; provided, however, that the right of conversion will be limited by the terms of the Secured Debentures to the extent necessary to ensure that each Debenture holder will never beneficially own more than 4.9% of our class of common stock at any one time while any portion of the holder’s Debenture remains outstanding.  The repayment of the Secured Debentures is secured by our current patent and patent applications.  The Warrant attached to each Unit gives the investor the right to purchase 8,334 shares of our common stock.  The Warrants are exercisable at any time, and from time to time, beginning on the date of issuance and expiring two (2) years after issuance, into shares of our common stock at an exercise price of Nine Dollars ($9.00) per share.  In the event our common stock closes at or above $6.00 per share on NASDAQ for five (5) consecutive trading days then we have the right to notify the holder of the Warrants that we plan to purchase the Warrants for $0.30 each, which begins a sixty (60) day period for the holder to exercise the Warrants or we may purchase them for $0.30 each. Under this offering, we issued secured convertible promissory notes totaling $2,005,000 to 25 non-affiliated investors, and one then-affiliate investor – Mr. Ford Fay, one of our directors ($50,000) and additional investors that are now affiliates - Mr. James Bardy (through an entity he controls entitled Financial House, LLC) ($100,000) and Mr. Scott Bennett, our Executive Vice-President of Operations ($50,000), and warrants to purchase 334,167 shares of our common stock with the notes and warrants having the terms described above.

28

In October 2020, we entered into an Advisory Agreement with Steven Beabout, a member of our Board of Directors, under which he agreed to provide us with strategic legal advice in relation to certain business and legal matters for a period of sixteen (16) months.  In exchange for his services, we agreed to issue him 25,000 restricted stock units. The restricted stock units were issued under our 2019 Equity Plan and vest upon the earlier of (i) the expiration of any lock-up period that includes any of our securities owned by the Advisor after the uplist of the Corporation to a national exchange (NASDAQ, NYSE, etc.) or (ii) January 1, 2023.

In November 2020, in consideration of Steven Beabout’s work as Chairman of the Compensation Committee of our Board of Directors, we agreed to issue Mr. Beabout 30,000 restricted stock units.  The restricted stock units were issued under our 2019 Equity Plan and vest upon the earlier of (i) the expiration of any lock-up period that includes any of our securities owned by the Advisor after the uplist of the Corporation to a national exchange (NASDAQ, NYSE, etc.) or (ii) January 1, 2023.

In connection with closing the transaction with IDTEC detailed herein, we issued a convertible promissory note totaling approximately $1,500,000 to IDTEC. The promissory note was convertible any time by the holder into shares of our common stock at a conversion price of $1.50 per share, subject to anti-dilution protection against any future securities we may issue at an effective price of less than $0.50 per share.  On November 17, 2020, IDTEC converted the total of $1,551,514 of principal and interest due under the promissory note into 1,034,343 shares of our common stock.

At the closing of the same transaction, we also issued Warrant to Purchase Common Stock to IDTEC, under which IDTEC can purchase up to 106,667 shares of our common stock at an exercise price of $1.50 per share.

On December 12, 2019, in connection with the closing of the first $1,000,000 investment into our Series A-1 Preferred Stock, we issued First Capital Ventures a three-year stock warrant to purchase 48,106 shares of our Common Stock at an exercise price of $3.117 per share.

On October 25, 2019, we granted Charles Bennington, one of our officers and directors at the time, an option to acquire 8,018 shares of our common stock under our 2019 Equity Incentive Plan. The stock option had an exercise price of $0.7902 and vested quarterly over a one-year period commencing January 1, 2020. The stock option had a five-year term. On December 10, 2021, Mr. Bennington exercised his stock option and acquired 8,018 shares of our common stock for $6,336.

On October 25, 2019, we granted Nick Noceti, our Chief Financial Officer at the time, an option to acquire 8,018 shares of the Company’s common stock under our 2019 Equity Incentive Plan. The stock option had an exercise price of $0.7902 and vested quarterly over a two-year period commencing January 1, 2020. Mr. Noceti’s stock option was not exercised prior to the termination date and expired in accordance with its terms in 2021.

On October 25, 2019, we granted Gary Graham, one of our directors at the time, an option to acquire 8,018 shares of our common stock under our 2019 Equity Incentive Plan. The stock option had an exercise price of $0.7902 and vested quarterly over a one-year period commencing January 1, 2020. The stock option had a five-year term. On December 7, 2021, Mr. Graham exercised his stock option and acquired 8,018 shares of our common stock for $6,336.

On October 25, 2019, we entered into an Employment Agreement with Kevin Moore to serve as our Chief Executive Officer, a position he held until October 30, 2021, when he resigned and transitioned to an advisory role. Under the terms of the agreement, we granted an option to Kevin Moore under our 2019 Equity Compensation Plan to acquire 352,777 shares of our common stock at an exercise price of $0.7902, with the stock options to vest in 36 equal monthly installments of 9,800 shares during the three-year term of the employment agreement. A total of 254,783 options were vested as of December 31, 2021. None of the vested stock options have been exercised and no shares have been issued during the year ended December 31, 2021.

On October 25, 2019, we entered into an Employment Agreement with David Gandini to serve as our Chief Revenue Officer. Under the terms of the agreement, we granted David Gandini stock options under our 2019 Equity Compensation Plan to acquire 240,530 shares of our common stock, at an exercise price of $0.7902, to vest in 36 equal monthly installments of 6,682 shares during the three-year term of the Agreement. David Gandini was also granted an aggregate of 80,177 additional option shares (the “Pre-Vesting Option Shares”) to vest as follows: (i) 66,813 Pre-Vesting Option Shares representing the monthly vesting option shares for the ten months ended October 31, 2019 to vest on November 1, 2019; and (ii) the remaining 13,364 Pre-Vesting Option Shares representing the monthly vesting option shares for the two months ended December 31, 2019 vested on January 1, 2020. The stock options have a ten-year term. A total of 253,892 options were vested as of December 31, 2021. None of the vested stock options have been exercised and no shares have been issued during the year ended December 31, 2021. 

29

On October 25, 2019, we granted stock options to four non-affiliated individuals and entities to acquire an aggregate of 64,142 shares of our common stock. The stock options were issued under the 2019 Equity Incentive Plan at an exercise price of $0.7902 vesting quarterly over a two-year period commencing January 1, 2020. The stock options have either a two year or five-year term.

On October 27, 2019, we entered into a patent purchase agreement under which the Company granted stock options to a non-affiliated party to acquire 32,071 shares of our common stock at an exercise price of $3.117 and vested upon grant. The stock option has a five-year term. As of December 31, 2021, 15,302 of these stock options have been exercised and 16,768 remain unexercised. 

Dividends

There have been no cash dividends declared on our common stock and we do not anticipate that we will pay anypaying cash dividends on our common stock in the foreseeable future. Common stock dividends are not limited and are declared at the sole discretion of our Board of Directors.

Our currentSeries A-1 Convertible Preferred Stock earns cumulative dividends at a rate of 8% per annum, payable in cash or common stock at the option of the Company on June 30 and December 31 of each year. If paid in common stock, the common stock will be valued at the average of the closing price for the five business days prior to the dividend payment date. The Preferred shareholders will participate in any common stock dividends on an as converted basis. During the years ended December 31, 2021 and 2020, $0 and $107,880, respectively, in dividends were declared for holders of our 8% Series A-1 Convertible Preferred stock. The $107,880 in dividends were paid through the issuance of 14,390 shares of our common stock.

Securities Authorized for Issuance Under Equity Compensation Plans

On October 24, 2019, our 2019 Equity Incentive Plan went effective. The plan was approved by our Board of Directors and the holders of a majority of our voting stock on September 9, 2019. The plan’s number of authorized shares was originally 1,282,823. On January 7, 2022, the holders of a majority of our voting stock approved an amendment to the Plan that increased the number of shares authorized under the Plan to 1,733,334.  As of December 31, 2021, there were stock options granted to acquire 1,036,589 shares of common stock at a weighted exercise price of $3.393 per share under the plan. As of December 31, 2021, the plan had 618,841 vested shares and 417,748 non-vested shares underlying the stock options. As of December 31, 2021, options to acquire 24,369 shares of our common stock had been exercised under the Plan the shares of common stock issued to the holder.  As of December 31, 2021, we had granted 150,253 restricted stock units under the Plan, with 133,586 unvested and 16,667 vested.  The stock options and restricted stock units are held by our officers, directors and certain key employees and consultants.

Preferred Stock

On August 8, 2019, we entered into an 8% Series A-1 Convertible Preferred Stock Investment Agreement with First Capital Ventures, LLC (“FCV”), and its assignee. We desired to raise between $1,000,000 and $2,000,000 from the sale of our 8% Series A-1 Convertible Preferred Stock and FCV intended to raise between $1,000,000 and $2,000,000 (net after offering expenses) in a special purchase vehicle (“SPV”) created by FCV to purchase the 8% Series A-1 Convertible Preferred Stock. We granted FCV and its assigns, the exclusive right to purchase the 8% Series A-1 Convertible Preferred Stock. We agreed to pay $26,196 in legal and other expenses of the SPV subsequent to the day in which we receive a minimum of $1,000,000 from the sale of 1,000,000 shares of the 8% Series A-1 Convertible Preferred Stock. We also agreed to cancel all shares of our issued and outstanding Series A Preferred Stock, immediately following the closing date. In accordance with the August 8, 2019, Investment Agreement with FCV, on December 9, 2019, our Board of Directors created a class of preferred stock designated as 8% Series A-1 Convertible Preferred Stock comprising of 2,000,000 shares. The rights and preferences of the 8% Series A-1 Convertible Preferred Stock are as follows: (a) dividend rights of 8% per annum based on the original issuance price of $1 per share, (b) liquidation preference over our common stock, (c) conversion rights into shares of our common stock at $1 per share (not to be affected by any reverse stock split in connection with the IDTEC APA), (d) redemption rights such that we have the right, upon thirty (30) days written notice, at any time after one year from the date of issuance, to redeem the all or part of the Series A-1 Preferred Stock for 150% of the original issuance price, (e) no call rights by us, and (f) each share of Series A Convertible Preferred stock will vote on an “as converted” basis. On December 12, 2019, we entered into a Series A-1 Preferred Stock Purchase Agreement (the “SPA”) with SOBR SAFE, LLC, a Delaware limited liability company and an entity controlled by Gary Graham, one of our Directors (“SOBR SAFE”), under which SOBR SAFE agreed to acquire One Million (1,000,000) shares of our Series A-1 Convertible Preferred Stock (the “Preferred Shares”), in exchange for One Million Dollars ($1,000,000) (the “Purchase Price”). We received the Purchase Price on December 12, 2019. In connection with the closing of the SPA, holders of our common stock representing approximately 52% of our then-outstanding common stock and voting rights signed irrevocable proxies to Gary Graham and/or Paul Spieker for the purpose of allowing Mr. Graham and/or Mr. Spieker to vote those shares on any matters necessary to close the transaction that was the subject of the certain Asset Purchase Agreement May 6, 2019, as amended.

30

On May 7, 2020 and November 30, 2020, we entered into Amendment No. 1 and Amendment No. 2 to the Investment Agreement with FCV, which amended the following terms of the Investment Agreement and the rights and preferences of the Series A-1 Convertible Preferred Stock: (a) increase the authorized Series A-1 Convertible Preferred Stock to 2,700,000 shares, (b) changing the conversion terms of the Series A-1 Stock from automatically convertible immediately upon our common stock having a closing bid price equal or greater than $2.00 per share for three (3) consecutive days of trading to the earliest of either (i) SOBR LLC submitting a written Notice of Conversion to us, or (ii) seven (7) days after we are quoted on the OTCQB-tier of OTC Markets, and (c) permitting all holders of Series A-1 Convertible Preferred Stock on a Dividend Payment Date, regardless of when the Series A-1 Stock was acquired, to participate in full in any dividend payments.

Our Series A-1 Convertible Preferred Stock earned cumulative dividends at a rate of 8% per annum, payable in cash or common stock at the option of the Company on June 30 and December 31 of each year (each a “Dividend Payment Date”). If paid in common stock, the common stock will be valued at the average of the closing price for the five business days prior to the dividend payment date. The Preferred shareholders will participate in any common stock dividends on an as converted basis. As of November 30, 2020, we had one holder of our Series A-1 Convertible Preferred Stock, SOBR Safe, LLC, and we owed $107,880 in accrued dividends to the holder of our Series A-1 Preferred Stock. On November 30, 2020, the holder of all our Series A-1 Convertible Preferred Stock converted the Series A-1 Convertible Preferred Stock into 900,000 shares of our common stock. Pursuant to the conversion, we issued the holder an additional 14,390 shares of our common stock as payment for all unpaid dividends.

We do not have any shares of Series A-1 Convertible Preferred Stock outstanding.

On November 20, 2015, our Board of Directors authorized a class of stock designated as preferred stock with a par value of $0.00001 per share comprising 25,000,000 shares, 3,000,000 shares of which were classified as Series A Convertible Preferred stock. In each calendar year, the holders of the Series A Convertible Preferred stock are entitled to receive, when, as and if, declared by the Board of Directors, out of any of our funds and assets legally available, non-cumulative dividends, in an amount equal to any dividends or other Distribution on the common stock in such calendar year (other than a Common Stock Dividend). No dividends (other than a Common Stock Dividend) shall be paid and no distribution shall be made with respect to the common stock unless dividends shall have been paid or declared and set apart for payment to the holders of the Series A Convertible Preferred stock simultaneously. Dividends on the Series A Convertible Preferred stock shall not be mandatory or cumulative, and no rights or interest shall accrue to the holders of the Series A Convertible Preferred stock by reason of the fact that we shall fail to declare or pay dividends on the Series A Convertible Preferred stock, except for such rights or interest that may arise as a result of us paying a dividend or making a distribution on the common stock in violation of the terms. The holders of each share of Series A Convertible Preferred stock then outstanding shall be entitled to be paid, out of the Available Funds and Assets, and prior and in preference to any payment or Distribution (or any setting part of any payment or Distribution) of any Available Funds and Assets on any shares of common stock, and equal in preference to any payment or Distribution (or any setting part of any payment or Distribution) of any Available Funds and Assets on any shares of any other series of preferred stock that have liquidation preference, an amount per share equal to the Original Issue Price of the Series A Convertible Preferred stock plus all declared but unpaid dividends on the Series A Convertible Preferred stock. A reorganization, or any other consolidation or merger of the Company with or into any other corporation, or any other sale of all or substantially all of the assets of the Company, shall not be deemed a liquidation, dissolution, or winding up of the company. Shares of the Series A Convertible Preferred stock are convertible at a 35% discount rate to the average closing price per share of our common stock (either as listed on a national exchange or as quoted over-the-market) for the last fifteen (15) trading days immediately prior to conversion. However, no conversions of the Series A Convertible Preferred stock to shares of common stock can occur unless the average closing price per share of our common stock (either as listed on a national exchange or as quoted over-the-market) for the last fifteen (15) trading days immediately prior to conversion is at least five cents ($0.05). The shares of Series A Convertible Preferred stock vote on an “as converted” basis. The right of conversion is limited by the fact the holder of the Series A Convertible Preferred stock may not convert if such conversion would cause the holder to beneficially own more than 4.9% of our common stock after giving effect to such conversion.

We do not have any shares of Series A Convertible Preferred stock outstanding.

On March 1, 2022, we entered in to Share Exchange Agreements with David Gandini, one of our officers and directors, and Gary Graham, our largest shareholder, to exchange 1,000,000 and 2,000,000 shares of our common stock into 1,000,000 shares and 2,000,000 shares of our Series B Preferred Stock, respectively.  These stock exchanges of common stock for preferred stock were done as conditions of our planned underwritten offering and planned listing on Nasdaq.  The shares of our Series B Convertible Preferred Stock have liquidation preference over our common stock, receive dividends in pari passu with our common stockholders, are convertible into shares of our common stock on a 1-for-1 basis, and vote on an “as converted” basis.

Purchases of Equity Securities

During the year ended December 31, 2021, we did not purchase any of our equity securities.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of December 31, 2021:

·

on an actual basis; and

·

on a pro forma as adjusted basis, to give effect to the pro forma adjustments described above as well as the sale and issuance by us of 2,400,000 shares of Common Stock in this offering at the initial public offering price of $5.00 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, net of amounts recorded in accrued expenses and other current liabilities and other assets at December 31, 2021.

The information below is illustrative only and our capitalization following the closing of this offering will be adjusted based on the actual public offering price and other terms of this offering determined at the pricing of this offering. You should read this information in conjunction with the sections titled “Use of Proceeds,” “Prospectus Summary─Summary Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus.

 

 

As of December 31, 2021

 

 

 

Actual

(audited)

 

 

Proceeds of Offering

(unaudited)

 

 

Pro forma

Adjusted(1)

 

 

 

 

 

 

 

 

 

 

 

CASH

 

$882,268

 

 

$10,650,000

 

 

$11,532,268

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LONG TERM DEBT (including current portion)(2)

 

$2,583,765

 

 

 

-

 

 

 

2,583,765

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, par value $0.00001 per share, 100,000,000 shares authorized, 8,778,555 and 11,778,555 shares issued and outstanding as of December 31, 2021 and shares issued and outstanding as adjusted.

 

 

263

 

 

 

24

 

 

 

287

 

Additional paid-in capital

 

 

57,041,272

 

 

 

10,649,976

 

 

 

67,691,248

 

Accumulated deficit

 

 

(57,471,492)

 

 

-

 

 

 

(57,471,492)

Total SOBR Safe, Inc. stockholders’ equity (deficit)

 

 

(429,957)

 

 

-

 

 

 

10,220,043

 

Noncontrolling interest

 

 

(53,636)

 

 

-

 

 

 

(53,636)

Total stockholders’ equity (deficit)

 

$(483,593)

 

 

 

 

 

$10,166,407

 

Total capitalization

 

$2,100,172

 

 

 

 

 

 

$12,750,172

 

_____________

(1)

Each $1.00 increase or decrease in the assumed initial public offering price of $5.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the pro forma as adjusted amount of each of our cash and cash equivalents, additional paid-in capital and total stockholders’ equity by approximately $2,160,000, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts, commissions and non-accountable expense allowance, but not including the estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares in the number of shares offered by us at the assumed public offering price would increase or decrease, as applicable, each of our cash and cash equivalents, additional paid-in capital and total stockholders’ equity by approximately $4,500,000, assuming the shares of our common stock offered by this prospectus are sold at the assumed public offering price of $5.00 per share and after deducting the estimated underwriting discounts, commissions and non-accountable expense allowance, but not including the estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price, the number of shares we sell and other terms of this offering that will be determined at pricing.

(2)

Includes current convertible short-term debenture payable with detached free standing warrants that has a total principal balance of $3,048,781 net of unamortized debt discounts of $1,291,882, long-term secured convertible notes payable with detached free standing warrants that have a principal balance of $2,005,000 net of unamortized debt discounts of $1,294,127, and other current notes payable of $115,993.

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The preceding table does not include:

·

the exercise by the representatives of the underwriters of its option to purchase up to an additional 360,000 shares of common stock;

·

approximately 1,123,356 shares of our common stock issuable upon exercise of outstanding stock options at a weighted average exercise price of $3.6748 per share as of December 31, 2021;

·

an aggregate of approximately 858,176 shares of our common stock underlying an outstanding convertible debenture and warrant held by Armistice Capital Master Fund, Ltd., which shares were registered on a Form S-1 Registration Statement declared effective by the Securities and Exchange Commission on February 10, 2022;

·

a warrant to purchase an additional 101,626 shares of our common stock also held by Armistice Capital Master Fund Ltd.; and

·

an aggregate of approximately 556,975 shares of our common stock underlying outstanding convertible notes and warrants held by our Selling Securityholders.

DETERMINATION OF OFFERING PRICE

Although our Common Stock is currently quoted on the OTCQB-tier of OTC Markets, our stock is thinly traded and there is a limited public market for our Common Stock.  As a result, our management in connection negotiations with any underwriters in this offering, will be determining the offering price for this offering.  In addition to prevailing market conditions, the factors considered in determining the public offering price for this offering will include, but not be limited to:

·

the information included in this prospectus and otherwise available to us and any underwriters;

·

the valuation multiples of publicly traded companies that we and any underwriters believe to be comparable to us;

·

our financial information;

·

our prospects and the history and the prospects of the industry in which we compete;

·

an assessment of our management, its past and present operations, and the prospects for,

and timing of, our future revenues;

·

the present state of our development; and

·

the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

DILUTION

If you invest in our shares in this offering, your interest will be diluted to the extent of the difference between the amount per share paid by purchasers of shares in this public offering and the as adjusted net tangible book value per share of our common stock immediately after this offering. The figures referenced in this “Dilution” section reflect the Reverse Stock Split of the outstanding Common Stock of the Company at an assumed one-for-three (1:3) ratio to occur immediately following the effective date but prior to the closing of the offering.

As of December 31, 2021, our historical net tangible book value (deficit) was ($3,727,950), or ($0.42) per share of common stock. Our historical net tangible book value (deficit) represents our total tangible assets less total liabilities.

After giving further effect to our sale of 2,400,000 shares of our Common Stock in this offering at an assumed initial public offering price of $5.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2021 would have been approximately $6,900,000, or $0.62 per share. This represents an immediate increase in pro forma net tangible book value of $1.04 per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of approximately $4.38 per share to new investors purchasing shares of our common stock in this offering.

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The following table illustrates this dilution on a per share basis to new investors:

Proposed public offering price (per share)

 

 

 

 

$5.00

 

Net tangible book value per share (December 31, 2021)

 

$(0.42)

 

 

 

 

Increase in net tangible book value per share attributable to proceeds from the maximum offering

 

$1.04

 

 

 

 

 

Pro forma net tangible book value per share after the offering

 

 

 

 

 

$0.62

 

 

 

 

 

 

 

 

 

 

Dilution to new investors

 

 

 

 

 

$4.38

 

Each $1.00 increase or decrease in the assumed initial offering price of $5.00  per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our pro forma as adjusted net tangible book value by $2,160,000, or $0.19 per share, and the dilution per share of common stock to new investors in this offering by $0.81 per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase of 1.0 million shares in the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, would increase our pro forma as adjusted net tangible book value per share by $0.32 and decrease the dilution per share to new investors by $0.32, assuming no change in the assumed initial public offering price and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each decrease of 1.0 million shares in the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, would decrease our pro forma as adjusted net tangible book value per share by $0.38 and increase the dilution per share to new investors by $0.38, assuming no change in the assumed initial public offering price and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We are registering for sale to new investors up to 2,400,000 shares at $5.00 per share.  The following table sets forth on a pro forma basis at December 31, 2021, the differences between existing stockholders and new investors with respect to the number of shares of common stock purchased from us, the total consideration paid to us, and the average price paid per share (assuming a proposed public offering price of $5.00 per share).

 

 

Shares Purchased

 

 

Total Consideration

 

 

Average Price

 

 

 

Number

 

 

Percent

 

 

Amount

 

 

Percent

 

 

Per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Existing Shareholders

 

 

8,778,555

 

 

 

78.5%

 

$3,629,930

 

 

 

23.2%

 

$0.41

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New Investors

 

 

2,400,000

 

 

 

21.5%

 

$12,000,000

 

 

 

76.8%

 

$5.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

11,178,555

 

 

 

100%

 

$15,629,930

 

 

 

100%

 

$1.40

 

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PLAN OF DISTRIBUTION

Plan of Distribution for Selling Securityholders

We are not offering any of the Selling Securityholders’ securities. These shares held by the Selling Securityholders may be sold by the Selling Securityholders from time to time at prevailing market prices. We will not receive any of the proceeds from any sale by the Selling Securityholders. The Selling Securityholders may sell or distribute their shares in transactions through underwriters, brokers, dealers or agents from time to time or through privately negotiated transactions, including in distributions to shareholders or partners or other persons affiliated with the Selling Securityholders. If the Selling Securityholder enters into an agreement after the date of this prospectus to sell their shares to a broker-dealer as a principal and that broker-dealer is acting as an underwriter, we will file a post-effective amendment to the registration statement containing this prospectus identifying the broker-dealer and disclosing required information on the plan of distribution. Additionally, prior to any involvement of any broker-dealer in the offering, such broker-dealer must seek and obtain clearance of the underwriting compensation and arrangements from the Financial Industry Regulatory Agency.

DESCRIPTION OF SECURITIES

General. Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.00001, and 25,000,000 shares of preferred stock, par value $0.00001. As of December 31, 2021, there are 8,778,555 shares of our common stock issuable and outstanding, held by approximately 180 shareholders of record. There are no shares of our preferred stock outstanding as of the date of this filing. 

Common Stock.  Each shareholder of our common stock is entitled to a pro rata share of cash distributions made to shareholders, including dividend payments. The holders of our common stock are entitled to one vote for each share of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the election of our directors or any other matter. Therefore, the holders of more than 50% of the shares voted for the election of those directors can elect all of the directors. The holders of our common stock are entitled to receive dividends when and if declared by our Board of Directors from funds legally available therefore. Cash or stock dividends are at the sole discretion of our Board of Directors. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of our liabilities and after provision has been made for each class of stock, if any, having any preference in relation to our common stock. Holders of shares of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to our common stock.

Dividend Policy. We have never issued any dividends to our common stockholders do not expect to pay any stock dividend or any cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, future earnings to finance the expansion offor use in our business. Any dividends declared on our common stock in the future determination to pay cash dividends will be at the discretion of our Board of Directors and subject to any restrictions that may be imposed by our lenders.

Liquidation Rights. In the event of a voluntary or involuntary liquidation, dissolution or winding up of our company, the holders of our common stock will be dependent uponentitled to share ratably on the basis of the number of shares held in any of the assets available for distribution after we have paid in full all of our consolidated financial condition, resultsdebts and after the holders of operations, capital requirements and other factors as our boardall outstanding preferred stock, if any, have received their liquidation preferences in full.

Exclusive Forum Provision. In the event of directors may deem relevant atlitigation with an investor that time.  If we do not pay cash dividends, our stock may be less valuable because a return on your investment will only occur if our stock price appreciates.


Changesparticipates in the corporateOffering, the subscription agreement for the sale of the shares contains an exclusive forum provision that states any litigation much be filed exclusively in the state and federal courts sitting in Boulder County, Colorado. However, notwithstanding this provision, this choice of forum provision does not preclude or contract the scope of exclusive federal or concurrent jurisdiction for any actions brought under the Securities Act or the Exchange Act and does not apply to claims arising under the federal securities laws. Accordingly, our exclusive forum provision will not relieve us of our duties to comply with the federal securities laws and regulations are likely to increase our costs.

The Sarbanes-Oxley Act of 2002 (SOX), which became law in July 2002, has required changes in some of our corporate governance, securities disclosure and compliance practices. In response to the



10



requirements of SOX, the SEC and major stock exchanges have promulgated new rules and listing standards covering a variety of subjects. Compliance with these new rules and listing standards that are likely to increase our general and administrative costs, and we expect these to continue to increase in the future. In particular, we will be required to include the management and auditor reports on internal control as part of our annual report for the year ending December 31, 2007 pursuant to Section 404 of SOX. We are in the process of evaluating our internal control systems in order (i) to allow management to report on,regulations thereunder, and our independent auditors to attest to our internal controls, as required bycompliance with these laws, rules, and regulations (ii)cannot be waived by us or an investor. This exclusive forum provision would not apply to provide reasonable assurancepurchasers in secondary transactions.

Anti-Takeover Provisions

Amended Certificate of Incorporation and Amended and Restated Bylaws

Our amended certificate of incorporation provides that, our public disclosureunless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware will be accuratethe sole and complete, and (iii) to comply with the other provisionsexclusive forum for: (i) any derivative action or proceeding brought on behalf of Section 404us; (ii) any action asserting a claim of SOX.  We cannot be certain as t o the timingbreach of the completiona fiduciary duty owed by any of our evaluation, testing and remediation actions or the impact these may have on our operations.  Furthermore, there is no precedent available by which to measure compliance adequacy.  If we are not able to implement the requirements relating to internal controls and all other provisions of Section 404 in a timely fashion or achieve adequate compliance with these requirementsdirectors, officers or other requirements of SOX, we might become subject to sanctionsemployees or investigation by regulatory authorities such as the SEC or NASD. Any such action may materially adversely affect our reputation, financial condition and the value of our securities, including our common stock. We expect that SOX and these other laws, rules and regulations will increase legal and financial compliance costs and will make our corporate governance activities more difficult, time-consuming and costly. We also expect that these new requirements will make it more difficult and expensive for us to obtain director and officer liability insurance.


If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide financial reports or prevent fraud, our business reputation and operating results could be harmed. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.


No broker or dealer has committed to create or maintain a market in our stock.


We have no agreement with any broker or dealer to act as a marketmaker for our securities and there is no assurance that we will be successful in obtaining any marketmakers.  Thus, no broker or dealer will have an incentive to make a market for our stock.  The lack of a marketmaker for our securities could adversely influence the market for and price of our securities, as well as your ability to dispose of, or to obtain accurate information about, and/or quotations as to the price of, our securities.




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Delaware law and our by-laws protect our directors from certain types of lawsuits.


Delaware law provides that our directors will not be liableagents to us or our stockholdersstockholders; (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law or our amended certificate of incorporation or amended and restated bylaws; or as to which the Delaware General Corporation Law of the State of Delaware confers jurisdiction to the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim against us governed by the internal affairs doctrine; provided that, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for monetarywhich the federal courts have exclusive jurisdiction; and provided further that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware. Our amended and restated certificate of incorporation will also provide that the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action against us or any of our directors, officers, employees or agents and arising under the Securities Act. Under the Securities Act, federal and state courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any action, a future court could find the choice of forum provisions contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in such action. These provisions may also result in increased costs for investors seeking to bring a claim against us or any of our directors, officers or other employees.

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Section 203 of the Delaware General Corporation Law

We are subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

·

before such date, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

·

upon closing of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or on or after such date, the business combination is approved by our board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting stock that is not owned by the interested stockholder.

In general, Section 203 defines business combination to include the following:

·

any merger or consolidation involving the corporation and the interested stockholder;

·

any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

·

subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

·

any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

·

the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or through the corporation.

In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

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Limitations on Liability and Indemnification Matters

Section 1 of Article VI of our Articles of Incorporation provides that, to the fullest extent permitted by the General Corporation Law of the State of Delaware we will indemnify our officers and directors from and against any and all expenses, liabilities, or other matters.

Section 2 of Article VI of our Articles of Incorporation provides that, to the fullest extent permitted by law, no director or officer shall be personally liable to the corporation or its shareholders for damages for all but certain typesbreach of conduct as directors.  Our by-laws requireany duty owed to the corporation or its shareholders.

Article XI of our Amended and Restated Bylaws further addresses indemnification of our directors and officers and allows us to indemnify our directors and officers in the event they meet certain criteria in terms of acting in good faith and in an official capacity within the scope of their duties, when such conduct leads them to be involved in a legal action.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against all damages incurredpublic policy as expressed in the Act and is, therefore, unenforceable.

Transfer Agent. The transfer agent for our common stock is Equiniti, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120, phone: (651) 450-4120.

INTEREST OF NAMED EXPERTS AND COUNSEL

The validity of our common stock offered hereby will be passed upon for us by The Law Offices of Craig V. Butler, Irvine, California. The principal of the Law Offices of Craig V. Butler, Mr. Craig V. Butler owns 25,056 shares of our common stock, stock options under our 2019 Equity Incentive Plan to acquire 26,440 shares of our common stock at an exercise price $0.7902 per share, and 16,667 restricted stock units under our 2019 Equity Incentive Stock Plan, which will vest upon the earlier of (a) the expiration of any lock-up period that includes any of our securities owned by the Advisor after the uplist of the Corporation to a national exchange (NASDAQ, NYSE, etc.) or (b) January 1, 2023.

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DESCRIPTION OF BUSINESS

Corporate History

We were incorporated under the name Imagine Media, Ltd. in August 2007 to publish and distribute Image Magazine, a monthly guide and entertainment source for the Denver, Colorado area. We generated only limited revenue and essentially abandoned the business plan in January 2009. On September 19, 2011, we, Imagine Media, Ltd., a Delaware corporation, acquired approximately 52% of the outstanding shares of TransBiotec, Inc. ( “TBT”), a California corporation, from TBT’s directors in exchange for 124,439 shares of our common stock.

On January 17, 2012, our Board of Directors amended our Certificate of Incorporation changing our name from Imagine Media, Ltd. to TransBiotec, Inc.

On January 31, 2012, we acquired approximately 45% of the remaining outstanding shares of TBT in exchange for 109,979 shares of our common stock.

With the acquisitions in September 2011 and January 2012 of TBT common stock, we own approximately 99% of the outstanding shares of TBT.

As a result of the acquisitions, TBT’s business is our business, and, unless otherwise indicated, any references to the “Company,” “we” or “us” include the business and operations of TBT.

On March 9, 2020, in connection with our businesstransaction with IDTEC, LLC (as detailed herein) our Board of Directors approved the amendment to our Certificate of Incorporation on March 9, 2020 and stockholders holding 52.24% of our then outstanding voting stock approved the fullest extent provided or allowedamendment to our Articles of Incorporation. The Certificate of Amendment to our Certificate of Incorporation was for the purpose of, among other things, (i) changing our name from “TransBiotec, Inc.” to “SOBR Safe, Inc.”, (ii) effecting a 1-for-33.26 reverse stock split of our common stock, and (iii) decreasing our authorized common stock from 800,000,000 shares to 100,000,000 shares, and became effective with the State of Delaware on April 24, 2020.

As a result of the reverse stock split effected by law.  The exculpation provisions may haveour Certificate of Amendment to our Certificate of Incorporation, every 33.26 shares of our outstanding common stock prior to the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances.  The indemnification provisions may require us to use our assets to defend our directorsthat amendment were combined and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.  


Risks Related to Our Business


Due to our history of operating losses our auditors are uncertain that we will be able to continue as a going concern.


Our consolidated financial statements have been prepared assuming that we will continue as a going concern. Due to our continuing operating losses and negative cash flows from our operations, the reportsreclassified into one share of our auditorscommon stock, and the number of outstanding shares of our common stock at the time was reduced from 266,097,657 (pre-split) to approximately 8,000,000 (post-split) ), which would be 88,699,219 shares and 2,666,667 shares after giving effect to the 1-for-3 reverse stock split contemplated herein. No fractional shares were issued in connection with the reverse stock split, and any of our consolidated financial statementsstockholders that would have been entitled to receive a fractional share as a result of the reverse stock split will instead receive one additional share of our common stock in lieu of the fractional share. The reverse stock split did not in itself affect any stockholder’s ownership percentage of our common stock, except to the extent that any fractional share were rounded up to the nearest whole share.

At the open of trading on June 8, 2020, our new name and reverse stock split went effective with OTC Markets, and we began trading on the “OTC Pink Current Information” tier of OTC Markets on a post reverse stock split basis. Our ticker symbol for the fiscal year ended December 31, 2007 containedquotation of our common stock is now “SOBR”. On November 16, 2020, we began trading on the “OTCQB” tier of OTC Markets.

Our common stock is currently quoted on the “OTCQB” tier of OTC Markets under the ticker symbol “SOBR”. We have engaged Alexander Capital LP regarding conducting a firm underwritten offering of the Common Stock in connection with an explanatory paragraph indicatinguplist to Nasdaq. We are planning to complete an uplist to Nasdaq within the next three months.

Our corporate offices are located at 6400 S. Fiddlers Green Circle, Suite 525, Greenwood Village, Colorado 80111, telephone number (844) 762-7723. 

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Business Overview

General

We intend to provide companies with non-invasive technology to identify potential alcohol issues quickly and safely with its employees or contractors, that if left undetected could cause injury or death. These technologies will be integrated within our robust and scalable data platform, producing statistical and measurable user and business data. Our mission is to save lives, increase productivity, create significant economic benefit for our customers, and positively impact behavior. To that end, we developed the foregoing matters raised substantial doubt aboutscalable, patent-pending SOBRSafe™ software platform for non-invasive alcohol detection and identity verification, a solution that has anticipated applications in commercial vehicle fleets, manufacturing and warehousing, construction, and for commercial fleet and youth drivers in a wearable form. We believe that uniform daily use of our abilitydevice could result in material insurance savings across Workers’ Comp, general liability and fleet policies.

We have successfully completed several pilot testing programs involving our SOBRcheck™ device, which is our first device that has our scalable, patent-pending SOBRSafe™ software platform for non-invasive alcohol detection and identity verification.  These pilot programs have provided validation of both our SOBRSafe™ software platform and our SOBRcheck™ device.  As a result, we have now progressed to continuecommercial production of our first SOBRcheck™ devices which we began using for our initial customers.  At the end of 2021, we had several customers in the sales cycle, but our SOBRcheck™ devices were not delivered to them until January 2022.  As a result, we will not invoice these customers or receive any revenue from the customers until the first quarter of 2022. The timing of our commercial launch of our SOBRcheck™ device has been delayed several times in 2021 primarily as a going concern.result of our pursuit of adequate financing (since obtained), signing up pilot customers to test our device (which was more difficult over the summer due to travel schedules, etc. of some of our target customers), and some supply chain issues largely caused by the COVID-19 pandemic.   In addition, during the pilot testing of our SOBRcheck™ device we discovered that alcohol-based hand sanitizer caused false readings by the device.  In response to this discovery, we have made adjustments to the analytics in our SOBRSafe™ technology and added a required protocol of not utilizing alcohol-based sanitizers to our protocols for using the SOBRcheck™ device. 

Our second device, a wearable wristband (SOBRsure™), utilizes the same SOBRsafe™ sensor technology, which proved out during the SOBRcheck™ pilot tests. The primary intended application for this band is for young individual drivers and commercial fleet management, with an additional potential application in alcohol rehabilitation. We cannotplan for the wearable band to be commercially available in August 2022.

Manufacturing and assembly of our SOBRcheck™ device will take place in the United States. We currently utilize two companies for manufacturing of the SOBRcheck device. We utilize Alfred Manufacturing for the injection molding of the SOBRcheck device, and Nova Engineering for the assembly, packaging, and shipping of the device. We do not have agreements in place with these companies and we operate with them on a purchase order/payment basis. We supply a purchase order, which they fulfill, and then they send us an invoice.

Our SOBRsafe™ technology can also be deployed across numerous additional devices for various uses; among those we are currently exploring include possible integrations with existing telematics systems, and it could be licensed by non-competitive third parties. Currently, our plan is to deploy our SOBRSafe™ technology in two initial devices: the SOBRcheck™ system and the wearable band (SOBRsure™).

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sobr_s1img132.jpg

SOBRcheck™

SOBRcheck™ is our stationary identification and alcohol monitoring product. When installed, SOBRcheck™ enables a rapid, hygienic biometric finger scan to authenticate ID and determine the presence or absence of alcohol. The SOBRcheck™ product will provide the employer with real-time results, delivered securely, to more efficiently manage their existing substance abuse policy. Our device is meant to be a specific point in time, quick test for the presence of alcohol, with the results to be used as a complementary data source in support of the employer’s alcohol policies.  If alcohol is detected by the device, then our customers follow up in accordance with its own policies, which could include additional tests via a blood test or breathalyzer (we will not provide these devices).  We will gather de-identified information regarding Pass/Fail tests for use in determining trends in a company and/or industry, etc. but such information does not include any assurancespecific data about the individual user, only whether a pass or fail   result occurred.  We initiated a structured approach to gathering market intelligence in the first quarter of 2021, and launched our direct sales program in October 2021.

sobr_s1img133.jpg

Wearable Band

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The transdermal, alcohol-detecting wearable band contains our SOBRsafe™ technology for ongoing, real-time alcohol monitoring. We intend to make the band commercially available by August 2022.

Once commercialized, our SOBRcheck™ revenue model consists of a recurring monthly SaaS fee per user. Upon commercial launch of the wearable band SOBRsure™, we will employ a one-time device purchase price and a monthly per user subscription fee.

We believe our device portfolio approach could yield a substantial repository of results based data. This de-identified data can be leveraged for future product improvements and trending analysis – a potentially monetizable asset for additional analytics. The opportunity to collect a substantial volume of data points over time could enable the development of business and insurance liability benchmarking, and through AI, powerful guidance for perpetual safety improvement (and associated cost savings capture). By demonstrating alcohol-free environments, employers could deliver a data-driven argument for lowering insurance premiums. We could potentially partner with insurance providers to mandate use of the SOBRsafe™ devices and/or technology.

In addition to focusing on the development, marketing and commercialization of the SOBRcheck™ and SOBRsure™, we are also constantly reviewing emerging and/or synergistic technologies and businesses for potential acquisitions and/or partnerships, primarily technologies that detect, or may detect, the presence of substances in the human body.

The Substance Abuse Problem

Our management believes the key to developing a successful product is to find a potential solution to a need not being adequately addressed with current technologies. When that need also involves a potential solution for a societal crisis – like the impact of substance abuse on the workplace and individual lives – then the motivation is even stronger, and the potential results that much more impactful.

Through criminal-justice related costs, lost work productivity and healthcare expenses, the annual cost of alcohol abuse in the U.S. is estimated to be $249 billion. Half of all industrial accidents involve alcohol, and commercial fleets suffer from over 11,000 alcohol-related accidents each year. We believe our technology provides a solution that addresses this problem.

Competitive Advantages

Once commercialized, SOBRsafe™ will be a leading provider of preventative transdermal (touch-based) alcohol detection systems in the U.S. market – we seek to eliminate the possibility of alcohol-related accidents and not simply punish the offender post-fact. Companies like SCRAM, BACTRACK, BI TAD, Soberlink, Smart Start, Intoxalock and others are primarily focused on the judicially-mandated market, i.e. breathalyzers for blood alcohol content (BAC) measurement, or court-ordered ankle monitors.

Our SOBRcheck™ device is a patent-pending, touch-based identity verification and alcohol detection solution. A user places two fingers on the device’s sensors: one compares biometric data points from the finger to confirm identity, while the other senses alcohol released through the pores of the fingertip.

Marketing

We have developed a marketing plan that includes 1) outsourced multi-channel appointment setting, 2) direct sales, 3) popular and trade media public relations, 4) advocacy group alignment, 5) dynamic social media brand development and 5) continuous pursuit of cutting-edge detection technologies for future integration.

We have recently concluded pilot programs with a global employer, a major commercial insurer and Michigan’s largest food management company. The pilot programs were successful, and we have moved into the revenue generation phase.

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Research and Development

Our SOBRsafe™ system for non-invasive alcohol detection and identity verification has been completed and tested. Based on the results of testing, including in a live pilot program with Michigan’s largest food management company, we believe the system is ready for broad commercial use and our direct sales efforts are underway.

SOBRcheck™, the patent-pending, multiuser, touch-based alcohol detection platform with identity detection, evidenced outstanding performance in pilot testing and is now available for broad commercial installation.

Intellectual Property

We currently have the following patent and patent applications related to our SOBRsafe™ system and related devices:

1)

U.S. Patent No. 9,296,298, titled “Alcohol detection system for vehicle driver testing with integral temperature compensation”, which expires in 2032.

2)

Provisional Patent Application No. 63,014,776, titled “Non-invasive Transdermal Alcohol Screening System”

3)

Provisional Patent Application No. 63,109,134, titled “Wearable Data Collection Device w/Non-Invasive Sensing”

We are applying for trademarks related to the SOBRsafe™ system, SOBRcheck™ and SOBRsure™. We have also applied for trademark registration for “SOBR” as standard characters with no specific formatting.

Government Regulation

At the present time, only the judicially mandated market is regulated. Devices sold into this market must be approved by state government agencies. Since we utilize a unique “Pass/Fail” methodology that simply alerts to the presence of alcohol (as opposed to measuring a discrete BAC) – information that may be used at the discretion of the employer (or counselor, parent, etc.) – we do not believe we will be ablesubject to continue asany government regulation.

Employees

As of March 11, 2022, there are a going concern.total of 9 full time employees, including Chairman/CEO/Secretary David Gandini, CFO Jerry Wenzel, EVP and Chief Revenue Officer Michael Watson, and EVP of Operations Scott Bennett.


Human Capital Resources

The remainder of our workforce is consultants due to the nature of our business. As it relates to our employees and the consultants that work with us:

Oversight and Management

Our executive officers are tasked with leading our organization in managing employment-related matters, including recruiting and hiring, onboarding and training, compensation planning and talent management and development. We are committed to providing team members with the training and resources necessary to continually strengthen their skills. Our executive team is responsible for periodically reviewing team member programs and initiatives, including healthcare and other benefits, as well as our management development and succession planning practices. Management periodically reports to the Board regarding our human capital measures and results that guide how we attract, retain and develop a workforce to enable our business strategies.

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Diversity, Equity and Inclusion

We believe that a diverse workforce is critical to our success, and we continue to monitor and improve the application of our hiring, retention, compensation and advancement processes for women and underrepresented populations across our workforce, including persons of color, veterans and LGBTQ+ to enhance our inclusive and diverse culture. We continue to invest in recruiting diverse talent.

Workplace Safety and Health

A vital part of our business is providing our workforce with a safe, healthy and sustainable working environment. We focus on implementing change through workforce observation and feedback channels to recognize risk and continuously improve our processes.

Importantly during 2021, our focus on providing a positive work environment on workplace safety have enabled us to preserve business continuity without sacrificing our commitment to keeping our colleagues and workplace visitors safe during the COVID-19 pandemic. We took immediate action at the onset of the COVID-19 pandemic to enact rigorous safety protocols in our facilities by improving sanitation measures, implementing mandatory social distancing, use of facing coverings, reducing on-site workforce through staggered shifts and schedules, remote working where possible, and restricting visitor access to our locations. We believe these actions helped minimize the impact of COVID-19 on our workforce.

Corporate Information

Our corporate offices are located at 6400 S. Fiddlers Green Circle, Suite 525, Greenwood Village, Colorado 80111, telephone number (844) 762-7723.

DESCRIPTION OF PROPERTY

Our executive offices, consisting of approximately 2,500 square feet, are located at 6400 S. Fiddlers Green Circle, Suite 525, Greenwood Village, Colorado 80111.  We lease this space under a month-to-month lease for approximately $7,000 per month. We do not own our own manufacturing facility but plan to outsource with third party manufacturing companies for our manufacturing.

Available Information

We are a fully reporting issuer, subject to risks associated with a small, undercapitalizedthe Securities Exchange Act of 1934.  Our Quarterly Reports, Annual Reports, and other filings can be obtained from the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business


Our operations are subject days during the hours of 10 a.m. to all3 p.m.  You may also obtain information on the operation of the risks inherentPublic Reference Room by calling the Commission at 1-800-SEC-0330.  The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov.

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ORGANIZATION WITHIN LAST FIVE YEARS

On March 9, 2020, in connection with our transaction with IDTEC, LLC (as detailed herein) our Board of Directors approved the amendment to our Certificate of Incorporation on March 9, 2020 and stockholders holding 52.24% of our then outstanding voting stock approved the amendment to our Articles of Incorporation. The Certificate of Amendment to our Certificate of Incorporation was for the purpose of, among other things, (i) changing our name from “TransBiotec, Inc.” to “SOBR Safe, Inc.”, (ii) effecting a small, undercapitalized business enterprise.  These risks include1-for-33.26 reverse stock split of our common stock, and (iii) decreasing our authorized common stock from 800,000,000 shares to 100,000,000 shares, and which became effective with the absenceState of Delaware on April 24, 2020.

As a substantial operating history, shortageresult of cash,the reverse stock split effected by our Certificate of Amendment to our Certificate of Incorporation, every 33.26 shares of our outstanding common stock prior to the effect of that amendment were combined and lackreclassified into one share of experience in our chosen industry.  We expectcommon stock, and the number of outstanding shares of our common stock at the time was reduced from 266,097,657 (pre-split) to encounter various problems, expenses, complicationsapproximately 8,000,000 (post-split) ), which would be 88,699,219 shares and delays2,666,667 shares after giving effect to the 1-for-3 reverse stock split contemplated herein. No fractional shares were issued in connection with the growthreverse stock split, and any of our business.  The profit potentialstockholders that would have been entitled to receive a fractional share as a result of the reverse stock split will instead receive one additional share of our business model is unprovencommon stock in lieu of the fractional share. The reverse stock split did not in itself affect any stockholder’s ownership percentage of our common stock, except to the extent that any fractional share were rounded up to the nearest whole share.

LEGAL PROCEEDINGS

On December 6, 2006, Orange County Valet and there can be no assurance that our magazine will achieve commercial acceptance.


We haveSecurity Patrol, Inc. filed a historylawsuit against us in Orange County California State Superior Court for Breach of operating losses and may never be profitable.  


ForContract in the three months ended March 31, 2008,amount of $11,164. A default judgment was taken against us in this matter. In mid-2013 we had $39,600 in sales, and we recorded a net loss of ($39,069 ) .. Since our inception,learned the Plaintiff’s perfected the judgment against us, but we have consistently sustained lossesnot heard from operations.  We expectthe Plaintiffs as of December 31, 2021. In the event we pay any money related to incur additional lossesthis lawsuit, IDTEC, LLC agreed, in connection with us closing the future.  There can be no assurance that our future revenues will ever be significant or that our operations will ever be profitable.


We may not be ableasset purchase transaction with IDTEC, to financepay the developmentamount for us in exchange for shares of our business, orcommon stock.

We had one outstanding judgment against us involving a past employee of the termsCompany. The matter was under the purview of future financings could be disadvantageousthe State of California, Franchise Tax Board, Industrial Health and Safety Collections. We owed approximately $28,786 plus accrued interest of approximately $53,000 to our shareholders.


Our ability to satisfy our future capital requirements and implement our expansion plans will depend upon many factors,ex-employee for unpaid wages under these Orders. On March 8, 2021, we received an Acknowledgement of Satisfaction of Judgement-Full by the California Court notifying us that the judgement has been settled with a payment of approximately $85,000 including the financial resources availableaccrued interest owed through settlement date and legal fees of approximately $3,000. IDTEC, LLC agreed, in connection with us closing the asset purchase transaction with IDTEC, to pay the amount for us the expansionin exchange for shares of our sales and marketing efforts andcommon stock acquired through the statusexercise of competition. There will be no proceedsa warrant held by IDTEC, LLC.

In the ordinary course of business, we are from time to the Company from the spin-off.time involved in various pending or threatened legal actions. The exact amount of funds that we will require will depend upon many factors,litigation process is inherently uncertain and it is possible that we will require additional financing prior tothe resolution of such time.  There can be no assurance that



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additional financing will be available tomatters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us on acceptable terms, or at all.  If additional funds are raised by issuing equity securities, further dilution to the existing stockholders will result.  If adequate funds are not available, we may be requiredexpected to delay, reduce or eliminate our programs or obtain funds through arrangements with partners or others that may require us to relinquish rights to certain of our products, technologies or other assets.  Accordingly, the inability to obtain such financing could have a material adverse effect on our financial position or results of operations.

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SELECTED FINANCIAL DATA

As a smaller reporting company, we are not required to provide this information.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Our Management’s Discussion and Analysis or Plan of Operation disclosure has not been adjusted for the planned 1-for-3 reverse stock split since the included financial statements have not been adjusted for the planned 1-for-3 reverse stock split.

Disclaimer Regarding Forward Looking Statements

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Prospectus reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations.operations and prospects.


Reverse Stock Splits

At the open of market on June 8, 2020, our 1-for-33.26 reverse split of our common stock went effective with OTC Markets. As a result, all common stock share amounts, as well as share amounts and exercise and conversion prices in derivative security instruments have been adjusted to reflect the reverse stock split.

On January 7, 2022, our stockholders approved an amendment to our Articles of Incorporation to effect a reverse stock split of our outstanding common stock at a ratio between of 1-for-2 and 1-for-3 in connection with our planned listing on NASDAQ, with the exact ratio to be determined by our Board of Directors at the appropriate time.  Our discussion and analysis have not been adjusted for the planned reverse stock split since the included financial statements have not been adjusted for the planned reverse stock split.

Overview

We are dependent on one product.


Although we planintend to develop publications in additionprovide companies with non-invasive technology to Image Magazine, there can be no assurance that these development effortsidentify potential alcohol issues quickly and safely with its employees or contractorsthat if left undetected could cause injury or death. These technologies will be successful or, if successful,integrated within our robust and scalable data platform, producing statistical and measurable user and business data. Our mission is to save lives, increase productivity, create significant economic benefit for our customers, and positively impact behavior. To that resulting products will receive market acceptance, generate significant sales orend, we developed the scalable, patent-pending SOBRSafe™ software platform for non-invasive alcohol detection and identity verification, a solution that has anticipated applications in commercial vehicle fleets, manufacturing and warehousing, construction, school buses, and for youth drivers in a wearable form. We believe that uniform daily use of our device could result in gross profits.  Because allmaterial insurance savings across Workers’ Comp, general liability and fleet policies.

We have successfully completed several pilot testing programs involving our SOBRcheck™ device, which is our first device that has our scalable, patent-pending SOBRSafe™ software platform for non-invasive alcohol detection and identity verification.  These pilot programs have provided validation of both our SOBRSafe™ software platform and our SOBRcheck™ device.  As a result, we have now progressed to commercial production of our currentfirst SOBRcheck™ devices which we began using for our initial customers.  At the end of 2021, we had several customers in the sales are derivedcycle, but our SOBRcheck™ devices were not delivered to them until January 2022.  As a result, we will not invoice these customers or receive any revenue from the customers until the first quarter of 2022. The timing of our sole regional Image Magazine, failure to achieve broad market acceptancecommercial launch of the Image Magazineour SOBRcheck™ device has been delayed several times in 2021 primarily as a result of competition or other factors orour pursuit of adequate financing (since obtained), signing up pilot customers to test our device (which was more difficult over the failuresummer due to successfully market any new magazines wouldtravel schedules, etc. of some of our target customers), and some supply chain issues largely caused by the COVID-19 pandemic.   In addition, during the pilot testing of our SOBRcheck™ device we discovered that alcohol-based hand sanitizer caused false readings by the device.  In response to this discovery, we have made adjustments to the analytics in our SOBRSafe™ technology and added a material adverse effect onrequired protocol of not utilizing alcohol-based sanitizers to our business, operating resultsprotocols for using the SOBRcheck™ device. 

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Our second device, a wearable wristband (SOBRsure™), utilizes the same SOBRsafe™ sensor technology, which proved out during the SOBRcheck™ pilot tests. The primary intended application for this band is for young individual drivers and financial condition.commercial fleet management, with an additional potential application in alcohol rehabilitation. We plan for the wearable band to be commercially available in August 2022.

 

We face significant competitionManufacturing and assembly of our SOBRcheck™ device will take place in the markets whereUnited States. We currently utilize two companies for manufacturing of the SOBRcheck™ device.  We do not have agreements in place with these companies and we operate from competitors with greater financial resourcesthem on a purchase order/payment basis. We supply a purchase order, which they fulfill, and established operationsthen they send us an invoice.

Our SOBRsafe™ technology can also be deployed across numerous additional devices for various uses; among those we are currently exploring include possible integrations with existing telematics systems, and revenues, which make it difficultcould be licensed by non-competitive third parties. Currently, our plan is to attract customersdeploy our SOBRSafe™ technology in two initial devices: the SOBRcheck™ system and obtainthe wearable band (SOBRsure™).

 On January 15, 2021, we initiated a marketPrivate Offering (the “Offering”) of up to 40 Units ($2,000,000) with each Unit consisting of one $50,000 principal amount secured convertible debenture, convertible at $3 per share, and there can be no assurancea Warrant to purchase 25,000 shares of the Company’s common stock at $3 per share. The Secured Debentures carry interest at 12% and mature 24 months after issuance. The Warrants are exercisable six months after issuance and expire 24 months after issuance.  The Offering closed on May 31, 2021 and raised $2,005,000.

On September 28, 2021 we closed the sale of a convertible debenture and issued warrants that raised $2,225,000 of net proceeds after debt issuance costs.  The debenture is for a face amount $3,048,781 with an Original Issue Discount of 18% and due March 27, 2022, if not converted.

We deployed the net funding we received from the 2021 financing ($4.2M) to develop the business for a national rollout of our devices. The funds are being deployed to bolster and expedite product development (SOBRcheck™ and SOBRsure™ ), deploy sales and marketing initiatives to develop the SOBR brand and grow the business and expand the employee base in correlation with customer and technology development.  We believe the remaining funds from the 2021 financing will be ablesufficient to compete effectively.fund our 2022 operations for approximately four (4) months.  We will need additional financing to fund our operations in 2022 after approximately four (4) months.


Additional capital may be required under the following circumstances, 1) accelerated customer acquisition increasing capital outlay, 2) advanced purchasing of materials due to COVID backlog, 3) acquisition of new technology, 4) potential acquisition of a key asset, and 5) global expansion.

Corporate Overview

We compete for advertisingwere incorporated under the name Imagine Media, Ltd. in August 2007 to publish and circulation revenues with publishers of other special-interest consumer magazines.  Thedistribute Image Magazine, a monthly guide and entertainment magazinesource for local markets is very competitive, competition is likely to increase,the Denver, Colorado area. We generated only limited revenue and there can be no assurance thatessentially abandoned the business plan in January 2009. On September 19, 2011, we, will be able to compete effectively.  Increased competition may resultImagine Media, Ltd., a Delaware corporation, acquired approximately 52% of the outstanding shares of TransBiotec, Inc. (“TBT”), a California corporation, from TBT’s directors in price cuts, reduced gross margins and loss of market share, any of which could seriously harm our business.  Manyexchange for 124,439 shares of our competitors have, and potential competitors may possess, longer operating histories and significantly greater financial, technical, personnel and other resources than us.  common stock.


Competitors and potential competitors may also have greaterOn January 17, 2012, our Board of Directors amended our Certificate of Incorporation changing our name and brand recognition thanfrom Imagine Media, Ltd. to TransBiotec, Inc.

On January 31, 2012, we currently possess.  These greater resources may permit them to implement extensive advertising, sales, promotions and programs that we may not be able to match. Other competitors are smaller and may be capableacquired approximately 45% of quickly identifying a niche publication that could competethe remaining outstanding shares of TBT in exchange for our readers and advertisers. As these competitors enter the field, our sales growth may fail to increase.  There can be no assurance that we will have the ability to compete successfully in this environment.  If we are unable to compete successfully, our business will be seriously harmed.


Our magazine business is also subject to competition from the rapidly increasing market for internet and new media products and services.

The increased availability of information on the internet and other new media products and services subjects our magazine business to increased competition, which may adversely affect our future operating results.




13



We have limited human resources; we need to attract and retain highly skilled personnel and consultants; and we may be unable to manage our growth with our limited resources effectively.


We expect that the expansion109,979 shares of our business may place a strain on our limited managerial, operational, and financial resources.  We will be required to expand our operational and financial systems significantly and to expand, train and manage our work force in order to manage the expansion of our operations.  Our future success will depend in large part on our ability to attract, train, and retain additional highly skilled executive level management, logistics, and sales personnel.  We may not be successful in attracting and retaining qualified personnel on a timely basis, on competitive terms or at all.  Further, our ability to manage our growth effectively will require us to continue to improve our operational, financial and management controls, reporting systems and procedures, to install new management information and control systems and to train, motivate and manage employees.  If we are unable to manage growth effecti vely, our operating results will suffer.  


Our founder and President has limited experience in operating a magazine, and the Magazine may not be able to attract the necessary high level executive with the appropriate skills and background to increase the Magazine’s revenue.common stock.

 

Historically,With the acquisitions in September 2011 and January 2012 of TBT common stock, we have depended upon the efforts and abilities of Gregory Bloom, our President and memberown approximately 99% of the Boardoutstanding shares of Directors.  While the loss of the services of Mr. Bloom would have a material adverse effect on our operations, we also recognize that in order to materially improve our results of operations, we must attract and retain a high level executive with experience and expertise in the publishing industry.  Our limited circulation and shortage of working capital substantially impair our ability to attract such a person.  TBT.


Our revenue, expenses and operating results have fluctuated in the past and may do so in the future due to a variety of factors, which precludes our ability to guarantee future revenue streams.


The Company’s business is to publish Image Magazine.  This business is subject to fluctuations in operating results, which could negatively impact the price of its stock.  Revenue, expense and operating results have varied in the past and may fluctuate significantly in the future due to a variety of factors, many of which are outside of our control.  These factors include, among others:


·

the timing of orders from advertisers and the possibility that these advertisers may change or cancel their orders with little or no advance notice to the Company;


·

the uncertainty regarding the adoption of the Company’s current and any future publishing products; and


·

the rate of growth of the markets for the Company’s publishing products.


We rely primarily on freelance journalists and independent contractors for our magazine feature articles and other content.  As we do not control those persons or the source of content, we are at risk at being unable to generate interesting and attractive features and other material content for our future publications.


We rely primarily on freelance journalists and other independent writers and photographers for the feature articles, photographs and other content of our magazines.  While we have ongoing



14



relationships with several independent artists and journalists, we have no written agreements with these persons and no ability to control their future performance.  As a result, we cannot be assured that we will have either the quality or quantity of future content necessary to fulfill the demands of future publications.


Because we rely on freelance journalists and independent photographers for much of our magazine content, we have an increased risk that our content  may infringe upon the copyrights of third parties.


As we rely on the work product of freelance journalists and independent photographers, we cannot control the source of the materials that they present to us for publication in our magazine.  As a result, we are at increased risk that materials that we are provided by independent contractors may infringe upon the copyright or other intellectual property rights of third parties.  This lack of control puts us at increased risk of violating the intellectual property rights of others, which could result in substantial liability in the future should we be found to have infringed on those rights.


The name of our magazine, “Image Magazine”, may infringe upon the trademark rights of a third party.


It has recently been brought to our attention that a third party in Orange County, CA  publishes a regional magazine under the name “Image Magazine”.  The publisher of the California-based Image Magazine has registered the trademark “Image Magazine” with the Unites States Patent and Trademark Office, which trademark registration was issued in 2006, and also owns and uses the domain name “imagemagazine.com”   We have made preliminary contact with the principals of the California-based magazine in an effort to resolve our conflicting uses of the same trademark and have agreed in principle to resolve the matter through the execution of a trademark license ; however, no assurance can be given that we will be able to finalize such a license.     Should we be unsuccessful in our efforts to resolve this trademark conflict, we may have to rebrand our magazine altogether and forfeit all of the goodwill which we have developed over the years in connection with our magazine.  This would result in substantial economic losses.


We could become subject to copyright infringement claims by third-parties which could impair our limited capital resources and potentially result in substantial adverse judgment.  


In recent years, there has been significant litigation in the United States and elsewhere involving copyright and other intellectual property rights.  Third parties may assert copyright and other intellectual property rights to information included in our magazine. Any infringement claims, with or without merit, could be time consuming, result in costly litigation, and divert the efforts of our technical and management personnel.  If we are unsuccessful in defending against these types of claims, we may be required to do one or more of the following:


·

stop selling those magazines that use or incorporate the challenged intellectual property;




15



·

attempt to obtain a license to sell or use the relevant protected material or substitute other material, which license may not be available on reasonable terms or at all;


·

redesign those magazines that use the protected material, which we may not be able to do on a timely or cost effective basis, or at all; or,


·

pay substantial damages.


In the event a claim against us is successful our business will be significantly harmed.  A substantial uninsured judgment could force us to cease operations altogether.


We rely on third parties to print our magazine and our reputation and operating results could be harmed if they fail to produce a quality magazine in a timely and cost-effective manner and in sufficient quantities.


We do not currently have printing facilities or personnel to independently print the magazine.  We depend on third-party printers to produce the magazine in a timely fashion, at satisfactory quality and cost levels.  If our printers fail to produce quality finished magazines on time, at expected cost targets and in sufficient quantities, our reputation and operating results would suffer.  In addition, as we have no long-term agreements with our printers, we do not have firm commitments on the timing, pricing and quality of the printing process, and, the printer may stop printing for us at any time, with little or no notice.  


Cost increases for our printing services, whether resulting from shortages of materials, labor or otherwise, including, but not limited to rising cost of materials, transportation, services, labor, and commodity price increases could negatively impact our gross margins.  Because of market condition and other factors, we may not be able to offset any such increased costs by adjusting the price of our magazine.  If for any reason we are unable to obtain or retain third party printers on commercially acceptable terms, we may not be able to distribute the magazine, or other future products, as planned.  If we encounter delays or difficulties with contract printing, the distribution, marketing and subsequent sales of the magazine will be adversely affected.  


Because paper and printing costs fluctuate, and increases in labor are unpredictable, such changes could occur and adversely affect our financial results.


Paper, ink, and supplements are major components of our printing costs. Historically, paper and, therefore, printing prices have fluctuated substantially. Accordingly, our earnings are sensitive to changes in paper and printing prices.  We have no long-term supply contracts and we have not attempted to hedge fluctuations in the normal purchases of paper or printing or enter into contracts with embedded derivatives for the purchase of paper.  If the price of paper increases materially, our operating results could be adversely affected.  In addition, substantial increases in labor or health care costs could also affect our operating results.




16



If general economic trends degrade, trends in advertising spending may fall and reduce our circulation and advertising revenue, which would have a materially negative impact on our business.


Our advertising and circulation revenues are subject to the risks arising from adverse changes in domestic and global market conditions (i.e., increases in gas prices and interest rates) and possible shifting of advertising spending amongst media.  Extraordinary weather conditions or other events, such as hurricanes, earthquakes, war and terrorist attacks can impact advertising revenues.  Any adverse impact of economic conditions on us is difficult to predict but it may result in reductions in circulation and advertising revenue.  Additionally, if geopolitical events negatively impact the economy, our results of operations may be adversely affected.


Our circulation impacts our revenue in that advertisers are willing to pay more to place ads in a publication that has a larger number of readers who have requested to be placed on a circulation list.  Our circulation is affected by: competition from other publications and other forms of media available in our various markets; changing consumer lifestyles resulting in decreasing amounts of free time; declining frequency of regular magazine reading among young people; and increasing costs of circulation acquisition.

If we are unable to generate revenues from advertising and sponsorships, or if we were to lose our large advertisers or sponsors, our business would be harmed.

If companies perceive Image Magazine to be a limited or ineffective advertising medium, they may be reluctant to advertise in the magazine. Our ability to generate significant advertising and sponsorship revenues depends upon several factors, including, among others, the following:

• our ability to maintain a large, demographically attractive reader base for Image Magazine;

• our ability to maintain attractive advertising rates;

• our ability to attract and retain advertisers and sponsors; and

• our ability to provide effective advertising delivery and measurement systems.

Our advertising revenues are also dependent on the level of spending by advertisers, which is impacted by a number of factors beyond our control, including general economic conditions, changes in consumer purchasing and viewing habits and changes in the retail sales environment.  Our existing competitors, as well as potential new competitors, may have significantly greater financial, technical and marketing resources than we do. These companies may be able to undertake more extensive marketing campaigns, adopt aggressive advertising pricing policies and devote substantially more resources to attracting advertising customers.






17



 The Spin-Off and Plan of Distribution


46

Distributing Company

Imagine Media, Ltd.

 

Shares To Be Distributed:

992,650 shares of our common stock, $0.00001 par value.  The shares to be distributed in the spin-off will represent 100% of our total common shares outstanding.

Distribution Ratio

One (1) of our common shares for every one (1) common share of Imagine Holding owned of record on August 23, 2007.  No cash distributions will be paid and fractional shares will be rounded to the nearest whole.

No Payment Required

No holder of Imagine Holding common shares will be required to make any payment, exchange any shares or to take any other action in order to receive our common shares.

Record Date

The record date for Imagine Holding's distribution of our shares is August 23, 2007.  Since the record date, the Imagine Holding common shares have been trading "ex dividend," meaning that persons who have bought their common shares after the record date are not entitled to participate in the distribution.

Prospectus Mailing Date

_________________, 2008.  We have mailed this prospectus to you on or about this date.  

Distribution Date

The distribution date will be a date within ten (10) days following the prospectus mailing date designated above.  If you hold your Imagine Holding common shares in a brokerage account, your shares of our common stock will be credited to that account.  If you hold Imagine Holding shares in a certificated form, a certificate representing your shares of our common stock will be mailed to you; the mailing process is expected to take about thirty (30) days.  

Distribution Agent

The distribution agent for the spin-off will be Corporate Stock Transfer, Inc., Denver, Colorado.




Listing and Trading

   of Our Shares

There is currently no public market for our shares.  We do not expect a market for our common shares to develop until after the distribution date.  Our shares will not qualify for trading on any national or regional stock exchange or on the Nasdaq Stock Market.  We will attempt to have one or more broker/dealers agree to serve as marketmakers and quote our shares on the over-the-counter market on the OTC Electronic Bulletin Board maintained by the NASD.  However, we have no present agreement, arrangement or understanding with any broker/dealer to serve as a marketmaker for our common shares.  If a public trading market develops for our common shares, of which there can be no assurance, we cannot ensure that an active trading market will be available to you.  Many factors will influence the market price of our shares, including the depth and liquidity of the market which develops investor perception o f our business and growth prospects and general market conditions.  


Background and Reasons for the Spin-Off


Imagine Holding was initially organized in March, 2004 for the purpose of purchasing a 60% equity interest in Imagine Operations.

Beginning in 2006, Imagine Holding's management determined that more shareholder value would be realized if Imagine Holding could undertake a strategic acquisition within an industry segment that could generate more interest from the investment community.  

In August, 2007, Imagine Holding entered into a definitive agreement to acquire Grass Roots Beverage Company, Inc., a manufacturer of energy drink products (“Grass Roots”).  As part of that transaction, which resulted in a change in control of Imagine Holding, we agreed to segregate our historical assets and operations and distribute them to our shareholders, pro-rata, in a spin-off which is covered by this registration statement.  The acquisition of Grass Roots and change in control of Imagine Holding were completed in August, 2007.

As a result of the agreementacquisitions, TBT’s business is our business, and, unless otherwise indicated, any references to the “Company,” “we” or “us” include the business and operations of TBT.

On March 9, 2020, in connection with Grass Roots, in Augustour transaction with IDTEC, LLC (as detailed herein) our Board of 2007, Imagine Holding transferredDirectors approved the amendment to this Company, Imagine Media, Ltd.our Certificate of Incorporation on March 9, 2020 and stockholders holding 52.24% of our then outstanding voting stock approved the amendment to our Articles of Incorporation. The Certificate of Amendment to our Certificate of Incorporation was for the purpose of, among other things, (i) changing our name from “TransBiotec, Inc.” to “SOBR Safe, Inc.”, solely in consideration(ii) effecting a 1-for-33.26 reverse stock split of Imagine Mediaour common stock, all of Imagine Holding’s interest in its existing subsidiary, Imagine Operations.  Concurrently, Imagine Holding entered into a trust agreement with Gregory Bloom,and (iii) decreasing our President, Chief Executive Officer, Chief Financial Officer and Director, under which Mr. Bloom agreed to hold all of the shares of Imagine Mediaauthorized common stock in trust for the benefit of Imagine Holding’s shareholders.  Under the terms of the trust agreement, Mr. Bloom will distribute ourfrom 800,000,000 shares to Imagine Holding shareholders if100,000,000 shares, and whenbecame effective with the registration statement to which this Prospectus relates is declared effective.State of Delaware on April 24, 2020.


Spin-Off Trust


Effective August 23, 2007, Imagine Holding caused 992,650 shares of Imagine Media common stock to be transferred to a Spin-off Trust.  Under the terms of the Trust Agreement, Gregory A. Bloom, our President, Chief Executive Officer, Chief Financial Officer and Director, acting as Trustee, is to



19



complete the registration and distribution of the spin-off shares for the benefit of the Imagine Holding shareholders of record as of August 23, 2007, the spin-off record date, who are the beneficiaries under the Trust.  


Goals of the Spin-Off


The principals of Grass Roots had no interest in operating the historical business of Imagine Holdings and required, as a condition to completing the change of control of Imagine Holdings, that those assets and operations be segregated in the manner provided for in the spin-off.  As a result of the restructuring and spin-off, eachreverse stock split effected by our Certificate of Imagine Holding and Imagine Media will have its own equity currency.  Finally, Imagine Holding believes that equity currency, meaningAmendment to our Certificate of Incorporation, every 33.26 shares of our outstanding common stock or preferred stock, more closely linked to each business may be more attractive consideration for future acquisitions.  


Mechanics of Completing the Spin-Off


Within ten (10) days following the date that the SEC declares effective the registration statement that includes this prospectus, we will deliverprior to the distribution agent, Corporate Stock Transfer, Inc., 992,650effect of that amendment were combined and reclassified into one share of our common stock, and the number of outstanding shares of our common stock at the time was reduced from 266,097,657 (pre-split) to be distributedapproximately 8,000,000 (post-split). No fractional shares were issued in connection with the reverse stock split, and any of our stockholders that would have been entitled to receive a fractional share as a result of the Imagine Holding shareholders as of August 23, 2007, pro rata.  


If you hold your Imagine Holding common shares in a brokerage account, your sharesreverse stock split will instead receive one additional share of our common stock in lieu of the fractional share. The reverse stock split will be credited to that account.  If you hold your Imagine Holding common sharesnot in certificated form, a certificate representing sharesitself affect any stockholder’s ownership percentage of our common stock, will be mailedexcept to you by the distribution agent.  The mailing processextent that any fractional share is expectedrounded up to take about thirty (30) days.  the nearest whole share.


No cash distributions will be paid.  Fractional sharesAt the open of trading on June 8, 2020, our new name and reverse stock split went effective with OTC Markets, and we began trading on the “OTC Pink Current Information” tier of OTC Markets on a post reverse stock split basis. Our ticker symbol for the quotation of our common stock issuable in accordance withis now “SOBR”. On November 16, 2020, we began trading on the distribution will be rounded to the nearest whole.“OTCQB” tier of OTC Markets.


No holder of common shares of Imagine Holding is required to make any payment or exchange any shares in order to receive our common shares in the spin-off distribution.Our corporate offices are located at 6400 S. Fiddlers Green Circle, Suite 525, Greenwood Village, CO 80111, telephone number (844) 762-7723.





20



Capitalization




The following table sets forth our capitalization as of March 31, 2008.  This section should be read in conjunction with the consolidated financial statements and related notes contained elsewhere in this prospectus.discussion:

o

summarizes our results of operations; and

o

analyzes our financial condition and the results of our operations for the year ended December 31, 2021 and year ended December 31, 2020.

47

 

As of March 31, 2008

Long-term debt:

$         0 

Stockholders' Equity:

Preferred Stock, $.00001 par value,

$         0 

25,000,000 shares authorized; no

shares issued and outstanding at

March 31, 2008.

Common Stock, $.00001 par value,

10 

100,000,000 shares authorized; 992,650 shares issued and outstanding at March

31, 2008;

Additional paid-in capital

360,280 

Accumulated (deficit)

(407,518 )

Stockholders’ (deficit)

$   (47,228




21



Market For Common Equity And Related Stockholder Matters


Market Information


There currently exists no public trading market for our securities.  We do not intend to develop a public trading market until our offering has terminated.  There can be no assurance that a public trading market will develop at that time or be sustained in the future.  Without an active public trading market, you may not be able to liquidate your investment without considerable delay, if at all.  If a market does develop, the price for our securities may be highly volatile and may bear no relationship to our actual financial condition or results of operations.  Factors we discuss in this prospectus, including the many risks associated with an investment in us, may have a significant impact on the market price of our common stock.  Also, because of the relatively low price of our common stock, many brokerage firms may not effect transactions in the common stock.


Upon completion of this offering, we intend to apply to have our common stock quoted on the OTC Bulletin Board.  No trading symbol has yet been assigned.


Rules Governing Low-Price Stocks that May Affect Our Shareholders' Ability to Resell Shares of Our Common Stock


Quotations on the OTC/BB reflect inter-dealer prices, without retail mark-up, markdown or commission and may not reflect actual transactions.  Our common stock may be subject to certain rules adopted by the SEC that regulate broker-dealer practices in connection with transactions in "penny stocks".  Penny stocks generally are securities with a price of less than $5.00, other than securities registered on certain national exchanges or quoted on the Nasdaq system, provided that the exchange or system provides current price and volume information with respect to transaction in such securities.  The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.


The penny stock rules require broker-dealers, prior to a transaction in a penny stock not otherwise exempt from the rules, to make a special suitability determination for the purchaser to receive the purchaser’s written consent to the transaction prior to sale, to deliver standardized risk disclosure documents prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock.  In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt.  A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities.  Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.


Holders


As of the date of this prospectus, we have 76 shareholders of record of the Company’s common stock.




Rule 144 Shares


As of the date of this prospectus, we have no shares of common stock issued and outstanding that are available for resale by our shareholders to the public under Rule 144 of the Securities Act.  However, in the future, we may issue shares without registration under the Securities Act in reliance upon exemptions from the registration requirements of the Securities Act, in which event those shares would be deemed “restricted securities” and may, in the future, become eligible for resale under Rule 144.


Effective February 15, 2008, the SEC amended Rule 144 as part of its efforts to facilitate public and private capital raising and ease disclosure requirements, particularly for smaller companies but also for large public companies.  Under Rule 144, as amended, a non-affiliate of an issuer is eligible to resell restricted securities after they have been owned for six months without regard to the former rules related to manner of sale, volume limitations and the requirement to file a Form 144 with the SEC.  After a non-affiliate has owned restricted securities for one year, the amended Rule 144 eliminates the requirement that the issuer have current public information available.  


Under the amended Rule 144, affiliates of an issuer may resell restricted securities after the applicable six month holding period but continue to be subject to the current public information, volume limitation, manner of sale and Form 144 filing requirements.  However, the manner of sale has been amended to permit resales through “risk list principal transactions”, as well as “broker’s transactions”.  The revised Rule 144 also eliminates the manner of sale requirements for resale of debt securities by affiliates and increases the volume limitations for resales of debt securities by affiliates to an amount not to exceed 10% of a particular tranche that such debt securities were issued under in any three-month period.


Dividends


As of the filing of this prospectus, we have not paid any dividends to our shareholders.  There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future. Delaware General Corporation Law, however, prohibits us from declaring dividends where, after giving effect to the distribution of the dividend, we would not be able to pay our debts as they become due in the usual course of business; or if our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.


Transfer Agent


The transfer agent and registrar for our common and preferred stock is Corporate Stock Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430, Denver, CO 80209.




23



Selected Financial Data


We have set forth below certain selected financial data.  The information has been derived from the financial statements, financial information and notes thereto included elsewhere in this prospectus.




Statement of Operations

Data:


Three Months

Ended

March 31


Three Months

Ended

March 31

 


Year

Ended

December 31

Year

Ended

December 31

  

   2008   

   2007   

 

   2007   

   2006   

         

Total Revenues

 

$   39,600

$   49,500

$  216,075

$  195,683

Operating expenses

 

78,669

54,415

309,442 

339,800

Net (loss)

 

(39,069 )

(3,684 )

(92,136)

(143,060)

Basic and diluted loss

    per share

 


(0.04)


(0.00)


(.09)


(.15)

Shares used in computing

    basic and diluted

    loss per share

 



992,650



992,650



992,650



933,825

      
    


Balance Sheet Data:

 

March 31

   2008   

  

December 31

    2007   

 
        

 Working capital (deficit)

 

$   (47,993 )

   

$   (9,067)

 

 Total assets

 

26,423

 

 

 

67,820 

 

 Total liabilities

 

73,651

   

75,979 

 

 Stockholders' equity (deficit)

 


$  (47,228 )

   


$  (8,159)

 










24



Management Discussion

Certain statements in this Management's Discussion which are not historical facts are forward-looking statements such as statements relating to future operating results, existing and expected competition, financing and refinancing sources and availability and plans for future development or expansion activities and capital expenditures.  Such forward-looking statements involve a number of risks and uncertainties that may significantly affect our liquidity and results in the future and, accordingly, actual results may differ materially from those expressed in any forward-looking statements.  Such risks and uncertainties include, but are not limited to, those related to effects of competition, leverage and debt service financing and refinancing efforts, general economic conditions, changes in gaming laws or regulations (including the legalization of gaming in various jurisdictions) and risks related to development and construction activities.  The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report.


Overview


Imagine Media is incorporated in the State of Delaware.  Imagine Media was formed and organized by its predecessor entity, Imagine Holding to facilitate the spin-off of its 60% interest in Imagine Operating, Inc. (“Imagine Operating”) to Imagine Holdings’ shareholders.  In August 2007, Imagine Holdings transferred to Imagine Media essentially all of its Assets and Liabilities representing its interest in Operating, in consideration for which Imagine Media issued to Imagine Holdings 992,650 shares of Imagine Media common stock, representing all the outstanding common shares of Imagine Media.  Upon the declaration of effectiveness of a Registration Statement, all 992,650 shares of Imagine Media common stock will be distributed to the shareholders of Imagine Holdings on a one-for-one basis in the form of a dividend.  Imagine Holdings has determined August 23, 2007 as the record date for the spin-off distribution.  The distribution shares are being held in trust until the declaration of effectiveness of a Registration Statement.


Due to our continuing losses from operations, our auditors have qualified their audit report for the year ended December 31, 2007 by including an explanatory paragraph assuming our ability to continue as a going concern.


Results of Operations – Three Months Ended March 31, 2008 Compared to the Three Months Ended March 31, 2007


We recognized a net loss of $(39,069 ) ($(0.04) per share) for the three months ended March 31, 2008 compared to a net loss of $(3,684) ($(0.00) per share) for the same period in 2007.  The increase in our net loss is primarily due to a 22% decline in our quarter over quarter revenues, which is attributed to the challenging local advertising market, and approximate 50% increases in our editorial, production and circulation, and our selling, general and administrative expenses, all of which is discussed below.


Revenues


Advertising revenues are recognized when the related advertisements appear in the Magazine.  Advertisers are charged at standard published rates, and are sometimes provided discounts for various advertisement related reasons.  Advertising sales, net of discounts were $30,450 for the three months



25



ended March 31, 2008 as compared to $39,200 for the comparable 2007 period, a decrease of $8,750, or 22.3%.  The decrease is primarily attributable to current local economic conditions which have resulted in our advertiser base reassessing their marketing efforts.  We expect this challenging advertising market to continue until such time as local economic conditions improve.


In addition, the Company accounts for advertising barter transactions in accordance with the Emerging Issues Task Force ("EITF") consensus on Accounting for Advertising Barter Transactions (EITF 99-17) ..  EITF 99-17 provides guidance on recognizing revenues and expenses at fair value of the advertising surrendered in the transactions, provided the fair value is determinable based on the entity’s own historical practice of receiving cash, marketable securities, or other consideration that is readily convertible to a known amount of cash for similar advertising from buyers unrelated to the counterparty in the barter transactions.  


During the three months ended March 31, 2008 and 2007 barter revenue and expense amounted to $9,150 and $10,300, respectively.


Operating Expenses


Editorial, production and circulation :  These expenses include all costs of producing and distributing the Magazine, including advertisement design, photography, text development, and all costs associated with printing and reproduction, and distribution.  Total editorial, production and circulation costs for the three months ended March 31, 2008 and 2007 were $29,542 and $19,704, respectively, representing a 50% increase of $9,838.  This increase is primarily due to increases in sub-contractor costs for ad writing and graphic as well as increases in our printing and reproduction costs.


Barter expenses : As discussed above, we account for barter transactions in accordance with EITF 99-17 – Accounting for Advertising Barter Transactions ..  Our barter strategy is designed to reduce our cash outlays for services, thereby increasing our advertising for trade agreements.  Total barter expenses were $9,150 and $10,300 for the three months ended March 31, 2008 and 2007, respectively, representing a 11% decrease of $1,150.  Total barter expenses were $46,325 and $39,664 for the years ended December 31, 2007 and 2006, respectively, representing a 16.8% increase of $6,661.  




Selling, general and administrative expenses : The following table summarizes our selling, general and administrative expenses for comparison and discussion purposes:


  

For the three months ended

    
  

March 31,

    2008    

 

March 31,

2007

 


$ Variance

 


% Variance

Personnel

 

 $      12,091

 

 $      14,739

 

 $   (2,648)

 

- -18.0%

Professional fees

 

         15,912

 

         1,098

 

          14,814

 

1349.2 %

Occupancy and office

 

         4,757

 

         2,632

 

        2,125

 

80.7%

Telephone & utilities

 

          2,950

 

          2,206

 

         744

 

33.7%

Advertising & promotion

 

          235

 

          0

 

        235

 

n/a

Banking & financing

 

          1,032

 

         2,269

 

       (1,237 )

 

- -54.7%

Depreciation & amortization

 

             142

 

             327

 

             (185)

 

- -56.6 %

Other

 

          2,858

 

          1,140

 

            1,718

 

150.7 %

  

$    39,977

 

$    24,411

 

$   15,566

 

63.8 %



Personnel : Includes all costs associated with the employment of personnel for the publication of the Magazine.  It primarily includes the salary and payroll tax obligations of Mr. Gregory Bloom, our President, Chief Financial Officer and Treasurer, and Director.  He has been the Publisher of the Magazine since September 2000.  It also includes the hourly compensation and payroll tax obligations of the Company’s other sole employee who provides Mr. Bloom assistance in the production of the Magazine.  The decrease is attributed to reductions in the use of office personnel.  


Professional fees : Includes all costs and fees associated with legal services, accounting and auditing services, as well as professional contract selling services.  The increase of $14,814 is primarily attributed to our efforts regarding the preparation and filing of documents necessary to complete the spin off as discussed in the overview above.


Occupancy and office : Includes all costs associated with the rent of the Magazine’s office space in Denver, Colorado.  In addition, an affiliate provides certain administrative services at its offices in Colorado Springs, Colorado for a fixed rate of $1,000 per month.  The decrease in this category is attributed to certain credits received in the first quarter of 2007 associated with the Magazine’s office space.


Telephone and utilities : Includes all costs associated with telephone, Internet and utilities costs for the Denver office space.  The increase is primarily attributed to the purchase of enhanced wireless Internet and cellular telephone services in late 2007.




27



Advertising and promotion : Includes all costs associated with our efforts to promote the Magazine to prospective advertisers, including the production of promotional materials.


Banking and financing : Primarily includes costs associated with the maintenance and collections of customer accounts, as well as banking and credit card service fees.  The decrease is primarily attributed to additional costs incurred in 2007 in connection with banking merchant services.

Depreciation and amortization : Includes depreciation on the Company’s fixed assets which include various office furniture and fixtures as well as computer and telephone equipment.  These assets are depreciated on a straight-line basis over the estimated useful lives of the assets, generally ranging from three to five years.


Other : Includes all other expenses not identifiable with the expense categories discussed above, including repair and maintenance, postage and delivery, travel and entertainment costs, as well as other general administrative costs.  No significant year over year variances are noted in this category.


Interest Income : Interest income was $-0- and $1,231 for the three months ended March 31, 2008 and 2007 respectively, and generally represents interest earned on operating cash funds deposited with financial institutions.


Interest expense : Interest expense was $-0- for the three months ended March 31, 2008 and 2007.

Inflation did not have a material impact on the Company's operations for the period.


Other than that noted above, neither period included any unusual items or significant fluctuations.


Other than the foregoing, management knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company's results of operations.


Other


For federal income tax purposes, at December 31, 2007 the Company has a net operating loss carryover (NOL) approximating $400,000, which can be used to offset future taxable income, if any.  Of this amount, approximately $237,000 is attributable to the historical operations of the magazine.  Under the Tax Reform Act of 1986, the amounts of and the benefits from NOL's are subject to certain limitations including restrictions imposed when there is a loss of business continuity or when ownership changes in excess of 50% of outstanding shares, under certain circumstances. Thus, there is no guarantee that we will be able to utilize the NOL before it expires and therefore no potential benefit has been recorded in the financial statements.  



Results of Operations - Year Ended December 31, 20072021 Compared to the Year Ended December 31, 20062020


We recognizedSummary of Results of Operations

 

 

Year Ended

December 31,

 

 

 

2021

 

 

2020

 

Revenue

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

3,882,706

 

 

 

2,003,107

 

Stock-based compensation expense

 

 

473,748

 

 

 

273,443

 

Research and development

 

 

1,198,780

 

 

 

633,050

 

Loss on disposal of property and equipment

 

 

-

 

 

 

39,434

 

Asset impairment adjustment

 

 

-

 

 

 

25,320,555

 

Total operating expenses

 

 

5,555,234

 

 

 

28,269,589

 

 

 

 

 

 

 

 

 

 

Operating loss

 

 

(5,555,234)

 

 

(28,269,589)

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Loss on extinguishment of debt, net

 

 

-

 

 

 

(224,166)

Gain (loss) on fair value adjustment – derivatives

 

 

(60,000)

 

 

60,650

 

Interest expense

 

 

(1,420,063)

 

 

(141,512)

Amortization of interest – conversion feature

 

 

(835,081)

 

 

(1,407,675)

Total other expense, net

 

 

(2,315,144)

 

 

(1,712,703)

 

 

 

 

 

 

 

 

 

Net loss

 

$(7,870,378)

 

$(29,982,292)

The asset impairment adjustment classified as an operating expense herein was previously reported as other expense, net. As a netresult, the operating loss of $(92,136) ($(0.09) per share)previously reported for the year ended December 31, 2007 compared to a2020 was understated by $25,320,555 and total other expenses, net loss of $(143,060) ($(0.15) per share) forwas overstated by the same period in 2006.amount. The reduction in ourerror had no effect on the net loss is primarily due to a $49,180 charge in 2006 for common stock and options to purchase common stock issued for services.  No such charges have been incurred for the year ended December 31, 2007.2020.




Operating Loss; Net Loss

28



Revenues


Advertising revenues are recognized whenOur net loss decreased by $22,111,914 from $29,982,292 to $7,870,378 from the related advertisements appearyear ended December 31, 2020 compared to the year ended December 31, 2021. The change in the Magazine.  Advertisers are charged at standard published rates,our net loss and are sometimes provided discounts for various advertisement related reasons.  Advertising sales, net of discounts were $169,750operating loss for the year ended December 31, 2007 as2021, compared to $156,019 for the comparable 2006 period, a, increase of $13,731, or 8.8%.  The increaseprior year, is primarily attributablea result of an asset impairment expense recognized in 2020 related to changes in our standard advertisement rates, which was partially offset by an increase of customer discounts grantedthe assets acquired from IDTEC. No similar asset impairment expense occurred during the year ended December 31, 20072021. This decrease in expense attributed the asset impairment adjustment from 2020 has been offset by increases in our general and administrative expense, stock-based compensation expense, research and development expense and net increases in other expense items including interest expense and fair value adjustments, offset by decreases in extinguishment of debt and amortization of interest. The changes are detailed below.

Revenue

We have not had any revenues since our inception. Since September 2011, we have been involved in the development of our patented SOBR® Safe™ system, including, but not limited to, accommodatethe developing, testing and marketing of SOBR®check™, our smaller business advertisers.unique alcohol sensor technology. Although we have not had any sales through 2021, at the end of 2021, we had several customers in the sales cycle, but our SOBRcheck™ devices were not delivered to them until January 2022.  As a result, we will not invoice these customers or receive any revenue until the first quarter of 2022.


In addition,General and Administrative Expenses

General and administrative expenses increased by $1,879,599, from $2,003,107 for the Company accountsyear ended December 31, 2020 to $3,882,706 for advertising barter transactionsthe year ended December 31, 2021, primarily due to increases in accordance withpayroll expense, insurance, travel, facilities rents, marketing and promotion, and legal, accounting, registration rights damages and other professional fees.

Stock-Based Compensation Expense

We had stock-based compensation expense of $473,748 for the Emerging Issues Task Force ("EITF") consensus on Accountingyear ended December 31, 2021, compared to $273,443 for Advertising Barter Transactions (EITF 99-17) ..  EITF 99-17 provides guidance on recognizing revenuesthe year ended December 31, 2020. The stock-based compensation expense in 2021 was related to the issuance of our common stock and expenses at fairrestricted stock units as compensation to certain consultants and employees.

48

Research and Development

Research and development increased by $565,730, to $1,198,780 for the year ended December 31, 2021, compared to $633,050 for the year ended December 31, 2020. The increase in research and development was due to the continued  develop of our SOBRsafe™ technology , including, but not limited to, the developing and testing of our SOBRcheck™ and SOBRsure ™ devices.

Asset Impairment Adjustment

We had an asset impairment adjustment of $25,320,555 in the year ended December 31, 2020. We did not have an asset impairment adjustment in the year ended December 31, 2021. The asset impairment adjustment in 2020 was related to the value of the advertising surrenderedstock we issued to IDTEC that was attributed to the robotic assets we acquired from IDTEC versus the value of the assets. When we negotiated the transaction with IDTEC in early-to-mid-2019, we agreed to issue IDTEC 12,000,000 shares of our common stock (post-split) in exchange for the assets they were transferring to us at the close of the transaction. At the time we negotiated the transaction and signed the Asset Purchase Agreement, our common stock was trading at a lower price than what it was trading at when we closed the transaction and issued the shares. As a result, during the year ended December 31, 2020, we impaired the value of the robotic assets we received in the transactions, providedtransaction.

Loss on Extinguishment of Debt, Net

Loss on extinguishment of debt, net was $0 for the fair value is determinable based onyear ended December 31, 2021, compared to $224,166 for the entity’s own historical practice of receiving cash, marketable securities, or other consideration that is readily convertibleyear ended December 31, 2020. This decrease was due to a known amountconversion of cashseveral notes payable into shares of our common stock during the year ended December 31, 2020, and none during the year ended December 31, 2021.

Fair Value Adjustment – Derivatives

Fair value adjustment – derivatives was a loss of ($60,000) for similar advertising from buyers unrelatedthe year ended December 31, 2021, compared to a gain of $60,650 for the year ended December 31, 2020. The amounts are related to having outstanding financial instruments that contain an embedded derivative liability. The gain or loss related to the counterpartyinstruments are affected by the price of our common stock.

Interest Expense

Interest expense increased by $1,278,551, from $141,512 for the year ended December 31, 2020 to $1,420,063 for the year ended December 31, 2021. For both years, these amounts are largely due to the interest on outstanding debt. The increase between the years is primarily related to approximately $5,000,000 of debt obligations incurred in 2021 to fund operations.

Amortization of Interest – Conversion Features

During the barter transactions.year ended December 31, 2021, we had amortization of interest – conversion features expense of $835,081 compared to $1,407,675 during the year ended December 31, 2020. The expense for both periods were related to the amortized discount on convertible notes payable.  


Liquidity and Capital Resources for the Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020

Introduction

During the years ended December 31, 20072021 and 2006 barter revenue2020, because of our operating losses, we did not generate positive operating cash flows. Our cash on hand as of December 31, 2021 is $882,268 and expense amountedour current monthly operating cash flow burn rate is approximately $230,000. As a result, we do not have short term cash needs, but need to $46,325raise additional funds to finance our long-term business plans. Our cash needs are being satisfied through proceeds from the sales of our securities and $39,664, respectively.loans from both related parties and third parties. We currently do not believe we will be able to satisfy our cash needs from our revenues for some time, and there is no guarantee we will be successful in the future satisfying these needs through the proceeds generated from the sales of our securities.


49

Operating Expenses


Editorial, production and circulation :  These expenses include all costsAs a result, the Company is in the process of producing and distributing the Magazine, including advertisement design, photography, text development, and all costs associated with printing and reproduction, and distribution.  Total editorial, production and circulation costspreparing an offering for the yearssale of its common stock in 2022 and has entered into an agreement with an underwriter planned to raise a minimum of $15,000,000 gross proceeds to finance our long-term business plans. 

Our cash, current assets, total assets, current liabilities, and total liabilities as of December 31, 2021 and as of December 31, 2020, respectively, are as follows:

 

 

December 31,

2021

 

 

December 31,

2020

 

 

Change

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$882,268

 

 

$232,842

 

 

$649,426

 

Total Current Assets

 

$934,282

 

 

$348,072

 

 

$586,210

 

Total Assets

 

$4,209,215

 

 

$3,986,573

 

 

$222,642

 

Total Current Liabilities

 

$3,981,935

 

 

$922,089

 

 

$3,059,846

 

Total Liabilities

 

$4,692,808

 

 

$947,089

 

 

$3,745,719

 

Our current assets and total assets increased as of December 31, 2021, as compared to December 31, 2020, primarily due to us having more cash on hand at December 31, 2021, as a result of debt issued during the year ended December 31, 2007 and 2006 were $120,275 and $114,551, respectively, representing a 5%2021.

Our current liabilities increased as of December 31, 2021, as compared to December 31, 2020. This increase of $5,724.  This slight increase iswas primarily due to increases in sub-contractor costs for ad writingaccounts payable, accrued expenses, accrued interest payable, derivative liability and web design.  During 2007,convertible debenture payable, partially offset by a decrease in common stock subscriptions payable.

In order to repay our obligations in full or in part when due, we realized savingswill be required to raise significant capital from other sources. There is no assurance, however, that we will be successful in our printing, reproductionthese efforts.

Sources and distribution costs with changesUses of Cash

Operations

We had net cash used in the Magazine paper stock, as well as our decision to eliminate distributionoperating activities of the Magazine in the Boulder and Fort Collins, Colorado markets.


Barter expenses : As discussed above, we account for barter transactions in accordance with EITF 99-17 – Accounting for Advertising Barter Transactions ..  Total barter expenses were $46,325 and $39,664$3,688,302 for the yearsyear ended December 31, 2007 and 2006, respectively, representing a 16.8% increase2021, as compared to net cash used in operating activities of $6,661.  The increase is attributed to our efforts to reduce our cash outlays for services, thereby increasing our advertising for trade agreements.




Selling, general and administrative expenses : The following table summarizes our selling, general and administrative expenses for comparison and discussion purposes:


  

For the years ended

    
  

December 31,

2007

 

December 31,

2006

 


$ Variance

 


% Variance

Personnel

 

 $      55,516

 

 $      97,686

 

 $   (42,170)

 

- -43.2%

Professional fees

 

         46,139

 

         46,201

 

            (62)

 

- -0.1%

Occupancy and office

 

         18,203

 

         26,849

 

        (8,646)

 

- -32.2%

Telephone & utilities

 

          7,509

 

          5,927

 

         1,582

 

26.7%

Advertising & promotion

 

          1,178

 

          8,240

 

        (7,062)

 

- -85.7%

Banking & financing

 

          7,921

 

         (4,465)

 

       12,386

 

- -277.4%

Depreciation & amortization

 

             818

 

             535

 

            283

 

53.1%

Other

 

          5,558

 

          4,612

 

            946

 

20.5%

  

$    142,842

 

$    185,585

 

$   (42,743)

 

- -23.0%



Personnel : Includes all costs associated with the employment of personnel$2,191,533 for the publication of the Magazine.  It primarily includes the salary and payroll tax obligations of Mr. Gregory Bloom, our President, Chief Financial Officer and Treasurer, and Director.  He has been the Publisher of the Magazine since September 2000.  It also includes the hourly compensation and payroll tax obligations of the Company’s other sole employee who provides Mr. Bloom assistance in the production of the Magazine.  


Total personnel expenses decreased by $42,170, or 43.2%.  The decrease is attributed to certain share based compensation payments during 2006 totaling $49,180.


Effective January 1, 2006, we adopted SFAS No. 123 (Revised 2004), Share-based payment , which requires that compensation related to all stock-based awards, including stock options and restricted common stock, be recognized in the financial statements based on their estimated grant-date fair value. The Company previously recorded stock compensation pursuant to the intrinsic value method under APB Opinion No. 25, whereby compensation was recorded related to performance share and unrestricted share awards and no compensation was recognized for most stock option awards. The Company is using the modified prospective application method of adopting SFAS No. 123R, whereby the estimated fair value of unvested stock awards granted prior to January 1, 2006 will be recognized as compensation expense in periods subsequent toyear ended December 31, 2005, based on the same valuation method used in our prior pro forma disclosures. The Company has estimated expected forfeitures, as required by SFAS No. 123R, and is recognizing compensation expense only for those awards expected to vest. Compensation expense is amortize d over the estimated service period, which is the shorter of the award’s time vesting period or the derived service period as implied by any accelerated vesting provisions when the common stock price reaches specified levels. All compensation must be recognized by the time the award vests.


In July 2006, we issued 25,000 restricted shares of common stock in exchange for certain consulting services.  The shares were valued by the Board of Directors at a fair value of $0.90 per share,



30



resulting in share-based compensation of $22,500.  Also in July 2006, we issued 10,000 restricted shares of common stock to our President for services.  The shares were valued at $0.90 per share, resulting in share-based compensation of $9,000.  


Also, on May 26, 2006 the Board of Directors unanimously approved the granting of stock options of 10,000 to each of our two directors.  The options were vested and exercisable as of the date of the grant and expire three years from the grant date.  All 20,000 options were exercisable at $1.00 per share.  The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model using a risk-free interest rate of 4.94%, 0% dividend yield, a volatility factor of 177.25%, and a weighted average expected life of three years.  The valuation resulted in a value of $0.884 per share, resulting in share-based compensation of $17,680.2020. For the year ended December 31, 2007 no share-based2021, the net cash used in operating activities consisted primarily of our net loss of $7,870,378 offset by depreciation and amortization of $385,464, change in fair value of derivative liability of $60,000, amortization of interest – conversion feature of $835,081, amortization of interest of $1,231,661, stock options expense of $723,262, and stock-based compensation has been recorded.


Professional fees : Includes all costsexpense of $473,748, and fees associated with legal services, accountingchanges in our assets and auditing services, as well as professional contract selling services.  No significant year over year variances are noted in this category.


Occupancyliabilities of inventory of ($39,461), prepaid expenses of $42,585, other assets of ($21,896), accounts payable of $168,842, accrued expenses of $150,865, accrued interest payable of $117,666, and office : Includes all costs associated with the rentrelated party payables of the Magazine’s office space in Denver, Colorado.  In addition, an affiliate provides certain administrative services at its offices in Colorado Springs, Colorado for a fixed rate of $1,000 per month.  The decrease in this category is attributed to the 2007 lease agreement for the Denver office space which provides part of the rent in advertising trade to the landlord.


Telephone and utilities : Includes all costs associated with telephone, Internet and utilities costs for the Denver office space.  The increase is primarily attributed to the purchase of enhanced wireless Internet and cellular telephone services in 2007.


Advertising and promotion : Includes all costs associated with our efforts to promote the Magazine to prospective advertisers, including the production of promotional materials.  The decrease is attributed to the greater utilization of advertising trade in 2007 versus 2006 to produce these promotional materials.


Banking and financing : Primarily includes costs associated with the maintenance and collections of customer accounts, as well as banking and credit card service fees.  During 2006, we collected on several customer accounts that were written-off in prior years which primarily accounted for the change.  No other significant year over year variances are noted in this category.


Depreciation and amortization : Includes depreciation on the Company’s fixed assets which include various office furniture and fixtures as well as computer and telephone equipment.  These assets are depreciated on a straight-line basis over the estimated useful lives of the assets, generally ranging from three to five years.


Other : Includes all other expenses not identifiable with the expense categories discussed above, including repair and maintenance, postage and delivery, travel and entertainment costs, as well as other general administrative costs.  No significant year over year variances are noted in this category.


Interest Income : Interest income was $1,231 for$54,259. For the year ended December 31, 2007 compared to $3,745 for2020, the comparable period in 2006, and generally represents interest earned on operating cash



31



funds deposited with financial institutions.  The amount for 2006 also includes interest earned on the cash proceeds of a limited offering of our common stock which was completed on January 12, 2006.  Gross proceeds received from related affiliates and existing shareholders for the offering totaled $153,800.  


Interest expense : Interest expense was $-0- for the year ended December 31, 2007 compared to $2,688 for the comparable period in 2006, and represents interest on various affiliate and shareholder notes and advances outstanding during 2006.  All these notes and advances were either paid from the proceeds from the limited common stock offering discussed above, or converted to common stock during 2006.  During 2007, no debt has been incurred and as such no interest expense has been recorded for the year ended December 31, 2007.


Inflation did not have a material impact on the Company's operations for the period.


Other than that noted above, neither period included any unusual items or significant fluctuations.


Other than the foregoing, management knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company's results of operations.


Other


For federal income tax purposes, at December 31, 2007 the Company has a net operating loss carryover (NOL) approximating $400,000, which can be used to offset future taxable income, if any.  Of this amount, approximately $237,000 is attributable to the historical operations of the magazine.  Under the Tax Reform Act of 1986, the amounts of and the benefits from NOL's are subject to certain limitations including restrictions imposed when there is a loss of business continuity or when ownership changes in excess of 50% of outstanding shares, under certain circumstances. Thus, there is no guarantee that we will be able to utilize the NOL before it expires and therefore no potential benefit has been recorded in the financial statements.  


Liquidity and Capital Resources


Our primary source of cash is internally generated through operations.  Historically, cash generated from operations has not been sufficient to satisfy working capital requirements and capital expenditures.  Consequently, we have depended on funds received through debt and equity financing, as well upon loans from shareholders and affiliates to meet our operating cash requirements.  There can be no assurance that these affiliates or other related parties will continue to provide funds to us in the future, as there is no legal obligation on these parties to provide such financing.


As of March 31, 2008, the Company does not have any commercial bank credit facilities, nor is it expected to secure such facilities in the foreseeable future.  Consequently, we believe that cash necessary for future operating needs must be internally generated though operations, or through additional debt or equity financing if cash generated from our operations continues to be insufficient to fund the Magazine operations.

At March 31, 2008, the Company had cash and cash equivalents of $2,263 , compared to a cash balance of $31,287 at December 31, 2007.  The decrease in our cash balance is due to the operating loss for the three months ended March 31, 2008.




Our working capital deficit increased by $(38,926 ) to $(47,993 ) at March 31, 2008 from $9,067 at December 31, 2007, also because of cash used in our operating activities.


Cash used in operating activities was $29,024 for the three months ended March 31, 2008.  For the same period in 2007, operating activities used net cash of $11,261.  The increase in cash used in operating activities consisted primarily of $17,763 over the comparable period was primarily the result of theour net loss realized during the quarter ended March 31, 2008.  Cash usedof $29,982,292 and change in operating activities was $87,034 for the year ended December 31, 2007.  For the same period in 2006, operating activities usedfair value of derivative liability of $60,650, offset by a loss on debt extinguishment, net cash of $53,699.  The increase in cash used in operating activities$224,166, depreciation and amortization of $33,335 over the comparable period was primarily the result$232,194, amortization of increases in customer accounts receivableinterest – beneficial conversion feature of $1,407,675, loss on disposal of property and decreasesequipment of $39,434, stock warrants expense of $219,670, stock options expense of $239,478, stock-based compensation expense of $54,283, amortization of interest of $8,656 and asset impairment adjustment of $25,320,555, and changes in our assets and liabilities of prepaid expenses of $3,515, other assets of ($8,680), accounts payable of $113,158, accrued expenses of ($4,666), accrued interest payable of $26,677, and related party payables of ($24,706).

Investments

We had no cash provided by or used for investing activities during the year ended December 31, 2007.2021. During the year ended December 31, 2020 cash was provided by the disposal of property and equipment of $951.


50

Cash flows from financing activities was $-0- for the three months ended March 31, 2008 and 2007.  Financing


Cash flows fromOur net cash provided by financing activities for the year ended December 31, 2006 were $170,560.  During2021 was $4,337,728, compared to $1,741,665 for the year ended December 31, 2006 we completed an offering of our common stock in which we sold a total of 300,000 shares for $1.00 per share.  The offering was conducted on an “all or nothing basis” with a minimum sales requirement of 150,000 shares, up to a maximum of 300,000 shares.  All 300,000 shares were sold in the offering which was completed on January 12, 2006.  The shares were purchased by certain affiliates and current shareholders, as well as unrelated third parties.  The offerings, net of offering costs, resulted in cash proceeds of $267,562 ..  The net proceeds from the offering were used to repay debt of $100,000, and for marketing efforts to develop our advertising customer base, as well as for working capital to fund the Magazine’s operations.


Also during2020. For the year ended December 31, 20062021, our net cash from financing activities consisted of proceeds from notes payable – non-related parties of $1,005,000, proceeds from notes payable – related affiliates and shareholders loaned $15,000 to the Company for working capital purposes.  Theparties of $1,030,000, repayments of notes carried an interest ratepayable-related parties of 12%.  These notes were subsequently paid($30,000), proceeds from convertible debenture payable of $2,500,000, debt issuance costs of ($275,000), proceeds from the exercise of stock warrants $88,470, and proceeds from the exercise of the offering discussed above.


No financing activities occurred duringstock options of $19,258. For the year ended December 31, 2007.2020, our net cash from financing activities consisted of proceeds from offering of preferred stock – related parties of $1,700,000, and proceeds from notes payable – non-related parties of $41,665.


Off-Balance Sheet ArrangementsOn January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this filing. Management is actively monitoring the global situation on our financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 outbreak on our results of operations, financial condition, or liquidity for fiscal year 2022. However, if the pandemic continues, it could have an adverse effect on our results of future operations, financial position, and liquidity in fiscal year 2022.


Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles. The preparation of our audited consolidated financial statements and related disclosures require our management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the audited consolidated financial statements, and the reported amounts of revenues and expenses during the reported period. We dobase such estimates on historical experience, known trends and events and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not have any off-balance sheet arrangements as definedreadily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions and conditions.

While our significant accounting policies are described in Item 303(a)(4)(ii)more detail in the notes to our audited consolidated financial statements appearing elsewhere in this annual report on Form 10-K, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of Securities and Exchange Commission Regulation S-K.our consolidated financial statements.


Use of Estimates and Assumptions


The preparation of audited consolidated financial statements in conformity with accounting principles generally accepted in the United States of Americaaccounting principles requires management to make estimates and assumptions that affect the 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 periods.  Significantperiod. Specifically, such estimates included herein relatewere made by the Company for the valuation of derivative liability, stock compensation and beneficial conversion feature expenses. Actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consisted primarily of cash.  The Company maintains its cash at one domestic financial institution.  The Company is exposed to credit risk in the event of a default by the financial institution to the recoverability of assets, the value of long-lived assets and liabilities, the value of share based compensation transactions, as well as the long-term viabilityextent that cash is in excess of the business.  Actual results may differ from estimates.amount insured by the Federal Deposit Insurance Corporation. The Company places its cash with high-credit quality financial institutions and are managed within established guidelines to mitigate risk.  To date, the Company has not experienced any loss on its cash.


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Financial Instruments

33



OurPursuant to ASC Topic 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial statements have been preparedinstrument’s categorization within the fair value hierarchy is based upon the assumptionlowest level of input that weis significant to the fair value measurement. ASC 820 and 825 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 ablequoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to continueassets 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 primarily of cash, accounts payable, accrued expenses, accrued interest payable, notes payable, related party payables, convertible debentures, and other payables. Pursuant to ASC 820 and 825, the fair value of our derivative liabilities is determined based on “Level 3” inputs. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Beneficial Conversion Features

From time to time, the Company may issue convertible notes that may contain an embedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a going concern.  In lightdebt discount with a corresponding amount to additional paid-in capital. The debt discount is amortized to interest expense over the life of our historythe note using the effective interest method.

Derivative Instruments

The fair value of operating losses, there can be no assurancederivative instruments is recorded and shown separately under current liabilities. Changes in fair value are recorded in the consolidated statement of operations under other income (expense).

The accounting treatment of derivative financial instruments requires that we will continuethe Company record the embedded conversion option at its fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. If the classification changes as a going concern.


Other thanresult of events during the foregoing, management knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact onperiod, the Company's liquidity and capital resources.




The Business



About Our Company


Imagine Holding formed and organized Imagine Media on August 10, 2007 as part of its strategic plan to restructure its operations.  Specifically, Imagine Holding formed Imagine Media to be the new holding company for Imagine Holding’s historical operations, which consists of a 60% equity interest in Imagine Operations, Inc, a Colorado corporation (“Imagine Operations”).  Imagine Operations publishes and distributes Image Magazine, a monthly guide and entertainment source for the Denver, Colorado region.


The Spin Off


Effective August 23, 2007, Imagine Holding transferred to us all of its shares of Imagine Operations, as well as other assets and liabilities of Imagine Holding (collectively the "Assets" and "Liabilities")  in exchange for 992,650 shares of our common stock.  The shares were issued to Imagine Holding in order to be distributed, in the nature of a spin-off of such shares, to the shareholders of Imagine Holding, pro rata.  The common stock transferred to Imagine Holdingcontract is being held in trust for distribution to the Imagine Holding shareholdersreclassified as of a Record Datethe date of August 23, 2007.  


Imagine Media Ownership Interest in Imagine Operations

the event that caused the reclassification. As a result of the restructuring, Imagine Media owns sixty percent (60%) of Imagine Operations.  The management of Imagine Media, in their individual capacity, own the other forty percent (40%) of Imagine Operations.  


On March 29, 2004, the partners of Denver Image Magazine, Ltd. transferred all partnership assets to Imagine Operations in exchangeentering into warrant agreements, for 400,000 shares of common stock or 40% interest.  The remaining 600,000 shares of common stock or 60% interest of Imagine Operations was acquired by Imagine Holding.  The partners of Denver Image Magazine also became principal shareholders of Imagine Holding after receiving 60,000 shares of its common stock.  Since management owns both shares of the Company and shares of Imagine Operations there is no minority interest shown for accounting purposes.


Image Magazine Overview


We design, publish and distribute the magazine,Image Magazine (the “Magazine”) aswhich such instruments contained a monthly guide and entertainment source for readers from the ages of 21-40 who are on the go and in search of the best things to do and see, along with the best music to hear in the Denver, Colorado region.   The Magazine is a pocket-sized, full-color and glossy assemblage of information distributed to nearly 500 establishments in peak months.  It covers nightlife, music, style, food and art and sells advertising to businesses within such genres.  It also illustrates people, places and specific events from within these genres.  With approximately 15,000 magazines distributed at various locations in Colorado each month, we estimate that the Magazine has approximately 100,000 readers on a monthly basis.




34



First developed in Vail, Colorado in October, 2000, we moved to Denver in November, 2002.


We provideImage Magazine without charge in public places throughout the City and County of Denver, Colorado.  We generate revenue by selling advertising in the Magazine.  We have established a base of advertisers and plan to continually upgrade both our advertiser base and advertising rates.  


The Publication Process


Image Magazine is a Colorado lifestyle and nightlife magazine, which features stories, articles and photographs.  Approximately fifteen thousand brochures are printed for each edition of the Magazine.  Each month, our publication process involves substantially the following steps:


·

Our President, Mr. Bloom and our Managing Editor, Mr. George Schwartz, collaborate on article ideas and promotional language.  

·

Once the article themes have been determined, Mr. Schwartz selects from our resource of freelance journalists to make article assignments for the upcoming magazine issue. We rely on the contract services of 15 to 16 freelance journalists whom we pay $.08 to $.10 per word.  For any given monthly publication we will use two to four writers.

·

Concurrently, Mr. Schwartz coordinates with our primary photographer, Shawn Hargrove to assign photo shoots related to thevariable conversion feature articles.

·

Each month, the Magazine has a two featured sections, the: (1) “Grub Guide”, and (2) Event Calendar.  The Grub Guide features news and happenings at the top eight to ten Denver restaurants.  The Event Calendar is typically a three to four page spread of details of the events and nightlife happenings for that month.

·

Graphic design and layout is under the control of Steve Berumen, our contract designer.

·

Copy editing and fact checking is performed by Mr. Schwartz as well as a fluid team of volunteer interns.

·

Once graphics, layout and proofs are complete, they are digitized and sent to our primary printer, Publication Printers, an international printing company with facilities in Denver, Colorado.

·

Final magazines are picked up at the printer by our contract distributor, Nick McGuire, who delivers the books to their various destinations throughout the Denver area.   


Magazine Revenue


We generate magazine revenue from three primary sources:


1.

Advertising:  Our readership demographic is attractive to luxury lifestyle and service industry companies.  Our largest base of advertisers currently stems from bars and nightclubs.  Each month, we typically have ten to thirty bars and nightclubs advertising in the Magazine.  

2.

Page Sponsorships: We offer the ability to sponsor a page in the Magazine, which is usually placed in the Event Calendar or the Grub Guide sections.  




3.

Click Through Advertising: We offer advertising on our website (www.imagemag.com)  and have recently entered into a contract withBeatport for pay per click revenue from our website.  


Marketing Strategy


Our current strategy calls for developing and expanding our base of advertisers forImage Magazine.  We plan to increase our advertising base by using the expertise and contacts of our principal executive officer.  In addition to advertising in the Magazine, we currently offer free banner advertising on our website for all advertisers in the Magazine.  We have repeat customers, with roughly 50% of our advertising revenue coming from repeat business.  Our marketing initiatives will also include telemarketing sales calls, e-mail blasts and direct-mail campaigns to local businesses.


In addition, we have many reciprocal advertising relationships.  Currently, we have two marketing partnerships in which we have agreed to share advertising space and website links on our respective websites.  These partners are: (1)www.Denver2Night.com and (2)www.DenverGrub.com. Denver2Night will include a link to our site and our events in their email newsletter to their base of Colorado subscribers in exchange for advertising space in the Magazine.  DenverGrub posts our events and a link to our website on its website in exchange for advertising space in the Magazine.    In addition to these website relationships, we currently trade advertising time for Image Magazine with a few radio stations for advertising in the Magazine.


To enhance our marketing effort, we have engage and independent auditing firm: Verified Audit Circulation, to monitor our distribution and prepare reports verifying our circulation for the benefit of our advertisers. Verified Audit Circulation will prepare an initial report which is expected by June 2008 to be followed by periodic updates. It is our hope that these reports will validate our distribution claims for existing and potential advertisers.


Our President, Mr. Bloom, also owns an event company, Bloom Networking and Promotions, LLC., which specializes in organizing and supervising various events in an around the Denver metro area.  Image Magazine frequently serves as a sponsor at the events.  At each of these events, the Magazine is available for review and distribution.  


Website


We maintain a website atwww.imagemag.com.  Currently, the website is not a source of revenue for ecommerce.  However, as indicated above, we recently entered into a contract with Beatport.com, a digital music store, for click-through advertising revenue. In addition, while we currently offer free banner ads as an added value for our print advertisers, these are a potential source for future revenue.  


Competition


The magazine industry, in general, is very competitive.   Image Magazine is in competition for readers and advertising dollars with a wide range of print publications and new media products.  Because we publish a magazine geared towards nightlife in Colorado, we compete in a niche market and not with the magazine publishing industry at large.  




However, we compete with other niche magazine publishers.  Our primary competitors in this area are:


·

303 Magazine is a fill-size magazine geared more towards the fashion and spa lifestyles than nightlife.

·

Westword Magazine offers more articles and has wider circulation; however its advertising rates are much higher than those of Image Magazine.


·

www.denvermix.com. is a website that offers lifestyle, entertainment and dining information.


 The magazine industry is very dynamic and subject to sudden changes in consumer taste.  Nonetheless, it is a fragmented industry, with no one company, or groups of companies, in control.  


Intellectual Property

A major component of our magazine business is generating the content necessary to fill copies of Image Magazine on an on-going basis.  All photography, written content, and artwork displayed on our company’s website or printed in physical copies of our magazine is generated either by us or through freelance journalists and independent photographers and graphic artists under “work-for-hire” arrangements, as a result of which, all copyright associated with such work product is the sole property of the Company.  These work-for-hire arrangements include a representation and warranty by the provider that all content constitutes original works of authorship and does not infringe upon the intellectual property rights of third parties; however, there can be no assurance that these representations and warranties are accurate.  Should we inadvertently publish material which infringes upon the intellectual property rights of third parties, we could be exposed to protracted and costly copyr ight infringement litigation and could be subjected to substantial monetary damages if we are unsuccessful.


It has recently come to our attention that a third party is currently publishing and distributing a lifestyle magazine under the name “Image Magazine” in the Orange County, California area.  This third party has also applied for and been granted a federal registration of the trademark “Image Magazine”.  We have initiated communication with this other party and have agreed in principle to enter into a trademark license whereby both of us can publish under the name “Image Magazine” in our separate markets.  There can be no assurance that we will, in fact, be able to execute such a license ; and, if we are unsuccessful in this effort, we run the risk of being found to have infringed upon this third party’s trademark and other intellectual property rights, which would subject us not only to the potential of having to pay monetary damages but also the necessity of discontinuing use of the name “Image Magazine”.




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Government Regulation


Government regulation and compliance with environmental laws have not had a material effect on our business.


Principal Executive Offices and Facilities


Our principal executive offices are currently located at 1155 Sherman Street, Suite 307, Denver, Colorado 80203.  Our telephone number is (303) 813-1098.  Our offices comprise 500 square feet which we occupy on a lease which expires December 31, 2008.  Our rent consists of $ 400 per month, plus a full page of advertising for our landlord in each monthly publication of the Magazine.  The facilities are adequate for the foreseeable future.  


Employees and Consultants


As of Jan ua ry 31, 2008, we had a total of one part-time and one full-time employee in Colorado. The part-time employee, Holly Schotterback, performs general office admin ist ration.   Our President, Gregory A. Bloom, is our full-time employee and is in charge of day-to-day operations.


All of our content is generated by freelance journalists and photographers on a contract basis. In addition, graphic design is performed by an independent contractor.


We also use the services of several independent contractors for sales, production and distribution of the Magazine , as well as for certain professional accounting services ..  While our plans call for increasing the number of sales representatives, we currently have one independent contractor sales representative that works on a part-time basis.  This position is 100% commission based.  We do not offer any company benefits, such as health care, retirement savings, etc.


Conflicts of Interest


As described above, Mr. Bloom’s event company, Bloom Networking and Promotions, LLC. advertises its promoted events in the Magazine, which pays advertising rates to the Company equivalent to rates charged to preferred advertisers.  To date, the amount of advertising has been nominal. However, in the futurefloor, the Company has adopted a sequencing policy thatin accordance with ASC 815-40-35-12 whereby all advertising arrangements betweenfuture instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors. For stock-based derivative financial instruments, the Company uses a Monte Carlo Simulation model to value the derivative instruments at inception and Mr. Bloomon subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be approved byrecorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

52

The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instruments are initially recorded at their fair values and are then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations.

Impairment of Long-Lived Assets

Long-lived assets and identifiable intangibles held for use are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of undiscounted expected future cash flows is less than the carrying amount of the asset or if changes in facts and circumstances indicate, an impairment loss is recognized and measured using the asset’s fair value.

Stock-based Compensation

The Company follows the guidance of the accounting provisions of ASC 718 Share-based Compensation (“ASC 718”), which requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (warrants, options and restricted stock units). The fair value of each warrant and option is estimated on the date of grant using the Black-Scholes options-pricing model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. The Company has not paid dividends historically and does not expect to pay them in the future. Expected volatilities are based on weighted averages of the historical volatility of the Company’s common stock estimated over the expected term of the awards. The expected term of awards granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term as historically the Company had limited activity surrounding its awards. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. The grant date fair value of a majorityrestricted stock unit equals the closing price of our disinterested directors.common stock on the trading day of the grant date.


Legal ProceedingsRecent Issued Accounting Guidance


ThereIn December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes,and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are no material legal proceedings in which either werequired to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is evaluating the effects, if any, of the adoption of ASU 2019-12 guidance on the Company's financial position, results of operations and cash flows.

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. This amendment is effective for public business entities that meet the definition of a SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating the effects, if any, of the adoption of ASU 2020-06 guidance on the Company's financial position, results of operations and cash flows.

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

53

Penny Stock Rules / Section 15(g) of the Exchange Act

Our shares may be considered penny stock covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our affiliatessecurities to persons other than established customers and accredited investors who are involved.generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 (including spouse's net worth and may include the fair market value of home furnishings and automobiles, but excluding from the calculation the value any primary residence and the related amount of any indebtedness on primary residence up to the fair market value of the primary residence (any indebtedness that exceeds the fair market value of the primary residence must be deducted from net worth calculation)) or annual income exceeding $200,000 or $300,000 jointly with their spouses.




Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules. Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.

38



ManagementRule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.


Directors, executive officersRule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales person’s compensation.

Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.

Rule 15g-9 requires broker/dealers to approved the transaction for the customer’s account; obtain a written agreement from the customer setting forth the identity and key employeesquantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination and that it is unlawful to effect the transaction without written authorization for the transaction from the customer.


The application of the penny stock rules may affect your ability to resell your shares due to broker-dealer reluctance to undertake the above-described regulatory burdens.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements as of December 31, 2021 and 2020.

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Internal Control Over Financial Reporting

(a) Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer (our Principal Financial Officer), and effected by our board of directors, management and other personnel, 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 in the United States and includes those policies and procedures that:

·

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets;

Name:·

Age:Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

·

Position:Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Our management assesses the effectiveness of our internal control over financial reporting on a quarterly basis, with the most recent assessment being conducted as of December 31, 2021. In making these assessments, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, Management has identified the following three material weaknesses that have caused management to conclude that, as of December 31, 2021, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:

1. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. While we have recently hired a Chief Financial Officer to support our Chief Executive Officer who previously served as our Chief Financial Officer, and have recently appointed a member to our Board of Directors with significant accounting experience, we realize there is an inherent weakness with only 1-2 individuals being responsible for our accounting and the preparation of our financial statements. To the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2. We have not documented our internal controls. We have limited policies and procedures that cover the recording and reporting of financial transactions and accounting provisions. As a result, we may be delayed in our ability to calculate certain accounting provisions. While we believe these provisions are accounted for correctly in the attached audited financial statements, our lack of internal controls could lead to a delay in our reporting obligations. We are required to provide written documentation of key internal controls over financial reporting. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

3. Effective controls over the control environment were not maintained. Specifically, a formally adopted written code of business conduct and ethics that governs our employees, officers, and directors was not in place. Additionally, management has not developed and effectively communicated to our employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, our Board of Directors only recently appointed a director that qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Until these issues are rectified our management believes these deficiencies have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the consolidated financial statements included in this Annual Report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

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Gregory A. Bloom

3 6

CEO, President,CFO, Treasurer and Director

 

(c) Remediation of Material Weaknesses

In order to remediate the material weakness in our documentation, evaluation and testing of internal controls, we hired a new Chief Financial Officer in January 2022, a Vice President of Finance and Accounting in February 2022, and appointed an independent member to our Board of Directors with significant accounting experience in December 2021 who is the chairperson of the audit committee of our Board of Directors. These new hires and appointment will significantly decrease the risk associated with the identified material weaknesses including segregation of duties, design and documentation of internal controls. However, we need to hire additional qualified and experienced personnel to assist us in further remedying these material weaknesses, especially with our transactional accounting and the preparation of our financial statements. To that end, if we are successful in raising additional financing, we plan to hire additional qualified individuals whose primary job responsibilities will be performing our accounting functions and preparing our financial statements, as well as performing other accounting-related functions, such as oversight.

(d) Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, such internal control over financial reporting.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks, which include interest rate changes in United States of America and commodity prices.  We do not engage in financial transactions for trading or speculative purposes.

56

Harlan B. Munn

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The following table sets forth the names and ages of our directors, director nominees, and executive officers as of March 31, 2022, the principal offices and positions with the Company held by each person and the date such person became a director or executive officer of the Company. The executive officers of the Company are elected annually by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation, or removal by the Board of Directors. Unless described below, there are no family relationships among any of the directors and officers.

Name

43

Age

Position(s)

Kevin Moore

60

Director


Mark Allen


45


David Gandini

64

Chief Executive Officer Secretary, Chairman of the Board, and Director

Jerry Wenzel

67

Chief Financial Officer

Ford Fay

61

Independent Director

J. Steven Beabout

67

Independent Director (Chairperson of Compensation Committee)

James Bardy

68

Independent Director

Sandy Shoemaker

53

Independent Director (Chairperson of Audit Committee)

Scott Bennett

61

Executive Vice President of Business Operations

Michael Watson

59

Executive Vice President of Sales and Marketing and Revenue Officer

 

Gregory Bloom, age 36 ,Kevin Moore has served on our Board of Directors since November 2019 and served as our Chief Executive Officer from October 2019 to October 2021. Prior to his appointment as our Chief Executive Officer, Mr. Moore has been a private investor. From 2017 to 2019, Mr. Moore was the President of Moore Holdings, Inc. and Managing Member of Vans Silver Peaks, LLC. From 2014 to 2017, Mr. Moore was the Managing Member of Vans Equipment Denver LLC, Managing Member of Vans Equipment South LLC, Managing Member of Vans Silver Peaks LLC, and President of Moore Holdings, Inc. The Vans equipment companies are heavy equipment sale and rental companies, which initially started as a "greenfield" project during the Great Recession and grew to a very successful multi-location business serving the Colorado region. Prior to 2014, Mr. Moore was the President of Moore Holdings, Inc. and Managing Member of Vans Silver Peaks, LLC. Prior to joining Van’s Equipment Company, Mr. Moore was the Chief Executive Officer and owner of Summit Quality, an international quality management and sales organization that secured over $50 million per year in revenue for its clients. Prior to that endeavor, Mr. Moore was the Chief Executive Officer and owner of Automotive Testing Technologies. While in this position, he led a team that quadrupled testing revenue in four years, and then successfully sold the business to a competitor. Mr. Moore is currently an active business and real estate investor through Moore Holdings Incorporated.

Mr. Moore serves on the Board of Directors for SOBRSafe, Four Seasons Golf, RDM Holdings and the Shining Stars Foundation. He also participates in the University of Colorado MBA mentorship program and established the Shining Stars Young Adult mentorship program that supports young adults’ social and professional aspirations in a positive manner.

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We had an Employment Agreement with Mr. Moore. Under the terms of his Employment Agreement, Mr. Moore served as our Chief Executive Officer until October 18, 2021. Under the terms of his Employment Agreement, Mr. Moore performed services for us that are customary and usual for a chief executive officer of a company for October 2019, November 2019 and December 2019, in exchange for: (i) 8,018 shares of our common stock per month, (ii) thereafter, an annual base salary of $213,000, (iii) sales bonuses based on the Company’s sales, and (iv) an incentive stock options under our 2019 Equity Compensation Plan to acquire 352,777 shares of our common stock, at an exercise price of $0.7902, which is equal to 110% of the fair market value of our common stock on October 25, 2019, with the stock options to vest in 36 equal monthly installments of 9,800 shares during the three-year term of the Moore Agreement. The stock options have a ten year term.

David Gandini has served as our Chief Executive Officer since October 18, 2021 and on our Board of Directors since November 2019. Mr. Gandini has been consulting regarding our business development since December 2018. Since September 2018, Mr. Gandini has also been a managing partner with First Capital Advisory Services, where he is responsible for capital creation, new business acquisition, business strategy and development, and partnership revenue generation. From 2014 to August 2017, Mr. Gandini was President of Alchemy Plastics, Inc., Englewood Colorado where he was responsible for US manufacturing, sales, and strategic partnerships. From 2001 until 2014, when the company was acquired, Mr. Gandini served as the President of IPS Denver, a bank card personalization and packaging entity where he managed the company and market transformations to become a leader in the U.S. secured gift market space with revenues of $46M. Prior to his engagement at IPS, Mr. Gandini was the Chief Operations Officer at First World Communications, a major U.S. Internet and Data Center provider, and participated in its successful IPO in 2000 raising over $200M. Previously, Mr. Gandini founded Pace Network Services providing carrier SS7 signaling to U.S. long distance providers and facilitated a successful exit to ICG Communications on the heels of co-founding Detroit based Digital Signal in the fiber optic long haul market sector where me managed a successful exit to SP Telecom.

Mr. Gandini graduated from Michigan State University with a degree in Telecommunications. He was a scholarship NCAA Division Hockey athlete, a member of the US Junior National Team, and a US Junior All American.

We have an Employment Agreement with Mr. Gandini. Under the terms of his Employment Agreement, Mr. Gandini served as our Chief Revenue Officer until October 24, 2021, at which time he transitioned and started working as our Chief Executive Officer under the terms of the same Employment Agreement.  The Employment Agreement continues through October 24, 2022, unless he is terminated pursuant to the termination provisions set forth in his agreement. Under the terms of his Employment Agreement, Mr. Gandini will perform services for us that are customary and usual for a chief executive officer of a company, in exchange for: (i) an annual base salary of $185,000, (ii) sales bonuses based on the Company’s sales, (iii) an incentive stock options under our 2019 Equity Compensation Plan to acquire 240,530 shares of our common stock, at an exercise price of $0.7902, which is equal to 110% of the fair market value of our common stock on October 25, 2019, with the stock options to vest in 36 equal monthly installments of 6,682 shares during the three-year term of the Gandini Agreement, and (iv) an aggregate of 80,177 additional option shares (the “Pre-Vesting Option Shares”) shall vest as follows: 66,813 Pre-Vesting Option Shares representing the monthly vesting option shares for the ten months ended October 31, 2019, shall vest on November 1, 2019; and (ii) the remaining 13,364Pre-Vesting Option Shares representing the monthly vesting option shares for the two months ended December 31, 2019 shall vest on January 1, 2020. The stock options have a ten year term.

This Employment Agreement still governs our relationship with Mr. Gandini even though he has been appointed as our Chief Executive Officer, effective October 18, 2021.  The Compensation Committee of our Board of Directors is working with Mr. Gandini on a new agreement but it has not been completed.

Jerry Wenzel has served as our Chief Financial Officer since January 2022.  With more than 40 years of leadership experience in financial management and Treasurer,reporting, public accounting and director ofauditing, Mr. Wenzel brings to SOBRsafe the Company since its inception. He has beenideal skillset for a growing public company. Prior to SOBRsafe, Mr. Wenzel was a partner in the Publisher of Image Magazine since September, 2000.firm B2BCFO® from 2018 through 2021, providing strategic financial leadership to business owners regarding growth and transaction opportunities. From January, 19982016 to May, 2002,2018, he was the ManagerChief Financial Officer for PRIDE Centric Resources, Inc., a national commercial food service equipment buying group. In this position Jerry was responsible for all financial reporting responsibilities, including vendor rebate programs, cash management, internal controls and reporting to the Audit Committee and Board of The Brass Parrot,Directors. 

58

From 1998 to 2016, Mr. Wenzel served as Chief Financial Officer for several manufacturing businesses and a barresidential real estate franchisee serving Colorado. Prior to his Chief Financial Officer positions, Mr. Wenzel was an audit and grillconsulting partner in Avon, Colorado.  two Denver-based practices and a national CPA firm. 

Mr. Bloom has a B.S. degree in Hospitality Management from Florida International University.  He also studied at the University of South Florida.


Mark Allen, age 45,Wenzel has been a DirectorCertified Public Accountant since April, 2004. Since 1997, he has been President1980 and earned his Bachelor of Precision Metal Manufacturing, Inc. In 2003, he founded Pinnacle Properties, a private investment company.  In 2004, he founded a private company called Pro-tech Powdercoating.  He attended Arapahoe Community College.


Harlan Munn, age 43, has been the Secretary and a Director of the Company since April, 2004. From 1988 to the present, he has been employed by Lupton Associates, a private New York manufacturer’s representative for technical sales of mechanical components and electromagnetic assemblies. From 2003 to the present, he has been the President of Health  in Motion, Inc., a development stage company which is developing a therapeutic spinal device for the chiropractic and physical therapy markets. Mr. Munn received his B.S.Science degree in Business Administration, with an emphasis in marketing,Accountancy from the University of Northern Colorado.


Involvement in certain legal proceedings


Wisconsin-LaCrosse.  Mr. Wenzel is a member of the American Institute of Certified Public Accountants (AICPA) and Colorado Society of CPAs (CSCPA) and past member of the AICPA SEC Division for Firms Peer Review Committee and CSCPA Quality Review Board.

 During

In connection with hiring Mr. Wenzel we entered into an Executive Employment Agreement with Mr. Wenzel. Under the last five (5) years no director orterms of his Employment Agreement, Mr. Wenzel will serve as our Chief Financial Officer until January 1, 2024, unless he is terminated pursuant to the termination provisions set forth in his agreement. Under the terms of his Employment Agreement, Mr. Wenzel will perform services for us that are customary and usual for a chief financial officer of a company, in exchange for: (i) an annual base salary of $175,000, (ii) incentive stock options under our 2019 Equity Incentive Plan to acquire 66,667 shares of our common stock, at an exercise price of $7.755, which is equal to 110% of the fair market value of our common stock on January 10, 2022 (the date the options were eligible to be issued under Mr. Wenzel’s Employment Agreement), with the stock options to vest in 8 equal quarterly installments of 8,334 shares during the two-year term of the Employment Agreement, with a ten year term, and (iii) 16,667 Restricted Stock Units under our 2019 Equity Incentive Plan, which will vest upon the end of any relevant lockup period involving Company has:securities owned by Mr. Wenzel after we uplist to a national exchange (i.e. Nasdaq).


Ford B. Fay has served as a member of our Board of Directors since June 2020. Mr. Fay is currently the Director at Crown Castle International Corp., a large fiber-based telecommunications company. In this position Mr. Fay manages all aspects of Network Access Life Cycle for the company. He has held this position since 2020. From 2017 to 2020, Mr. Fay was a principal with Eagle Bay Advisors, LLC, a telecommunications consulting firm. In this position, Mr. Fay assisted clients with cost and efficiency improvements in Access Management across the life cycle spectrum of Access. From 2015 to 2017, Mr. Fay was the Vice President, Access Management for Zayo Communications. In this position Mr. Fay created and managed most aspects of offnet costs, such as, vendor selection, contracting, procurement, quoting, operationalization, vendor management, offnet ordering, offnet grooming and optimization. In this position, Mr. Fay also planned and executed the network integrations of the $1.4B acquisition of Electric Lightwave and the $350M acquisition of Canadian-based Allstream. Mr. Fay received his Bachelor of Science in Operations Research & Industrial Engineering from Cornell University, and his Master of Business Administration from University of Rochester, Simon School of Business.

J. Steven Beabout has served as a member of our Board of Directors since August 2020 and serves as the Chairperson of the Compensation Committee of our Board of Directors. Since 2018, Mr. Beabout has been consulting with various startup companies and involved in real estate investing. From 2016-2018, Mr. Beabout was General Counsel of Tectonic, LLC, a SaaS company specializing in big data analytics and customer relationship management (CRM). In this position, Mr. Beabout was in charge of Tectonic’s legal department and negotiated deals with large companies like Coca-Cola, Anhueser-Busch and Wyndham Hotels. From 1996 to 2015, Mr. Beabout was General Counsel and a member of the strategic management team (executive vice-president) of Starz, a company listed on NASDAQ that competes with HBO and Netflix. During his time there, Mr. Beabout assisted with other key management personnel to grow the business from a start-up with $100M in losses to a multi-billion dollar public company. As part of strategic management team, Mr. Beabout was involved in the company’s strategic business decisions and as General Counsel he was responsible for all legal aspects of business, including, but not limited to, negotiation of billion dollar plus contacts with major studios (Universal, Disney and Sony), and distributors (Comcast, Time- Warner, DIRECTV, DISH Networks, Netflix, etc.), human resources and related matters, general corporate matters, post-IPO public board matters, and reviewing filings with the Securities and Exchange Commission.

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James Bardy has served as a member of our Board of Directors since August 2021. In 1989, Mr. Bardy formed Continental Services, where he currently serves as Executive Chairman of the Board. Continental Services is currently Michigan’s largest food management company, employing over 1,000 people and providing a wide range of custom dining, refreshment services and catering solutions through an impressive lineup of brands. Over the company’s 32-year history, Mr. Bardy has identified, negotiated, structured, financed, closed and successfully integrated 23 acquisitions. Mr. Bardy also applies his minor in Agribusiness to his North Florida cattle ranch, Great Mark Western, where 1,800 head of cattle are bred, raised managed and marketed specifically to high-end restaurant and food service clients. Mr. Bardy received his Bachelor of Science, Marketing and Transportation Major, Agribusiness Minor from Michigan State University.

Sandy Shoemaker has served as a member of our Board of Directors since December 2021 and serves as Chairperson of the audit committee of our Board of Directors. Ms. Shoemaker retired from public accounting in June 2021 to focus on consulting with small-medium sized companies. She was a partner in the audit service area of EKS&H/Plante Moran and was involved in public accounting since 1990, serving publicly traded and privately held companies. She led the EKS&H SEC practice for several years. Ms. Shoemaker’s experience includes initial and secondary public offerings, reverse mergers, annual and quarterly audits/reviews of public companies, responses to SEC comment letters, assisting with implementation of new accounting pronouncements, business acquisitions, stock-based compensation, and internal controls. Ms. Shoemaker has provided services to companies in the various industries such as bio-tech, franchising, distribution, manufacturing, medical-device, restaurants and real estate industries. She also has extensive experience in working with employee-owned companies.  Ms. Shoemaker has numerous professional affiliations including, but limited to, American Institute of Certified Public Accountants (AICPA), the Colorado Society of Certified Public Accountants (CSCPA), and the National Center for Employee Ownership (NCEO). Ms. Shoemaker received her B.S. in Accounting, graduating cum laude, from Southwest Missouri State University.

Scott Bennett has served as our Executive Vice President, Business Operations since October 2021. Prior to joining SOBRsafe, Mr. Bennett co-founded cybersecurity firm GBprotect in 2001, and served as its COO from 2017 to 2019 until its successful sale to Nuspire in 2019. After the sale to Nuspire, Mr. Bennett stayed on with Nuspire as its Vice President, Service Operations from 2019 to 2020.  In this position he was responsible for maintaining the legacy client base and was a key contributor to the integration strategy of all personnel and the migration of the legacy client base.  In addition to his technical contributions to GBprotect, Mr. Bennett was also responsible for key business functions such as quality assurance, inventory management and customer service. Mr. Bennett previously served as CTO/CISO of fintech businesses Catalyst Card Company from 2013 to 2017 and Integrated Printing Solutions from 2004 to 2013. Mr. Bennett has also been the principal owner of The Bennett Group from 2001 to 2021.  The Bennett Group provides consulting services to developing business organizations at both start-up and established corporate environments in the areas of compliance, data architecture, quality management, integration, and general business operations.  Mr. Bennett earned his bachelor’s degree in Telecommunications Management from Michigan State University.

Michael Watson has served as our Executive Vice President of Sales and Marketing and Revenue Officer since October 2021. From 2013 to October 2021, Mr. Watson was the Executive Vice President Business Development and Chief Innovative Officer at Phoenix Innovate, a marketing company specializing in end-to-end marketing services from research to tactical execution, where he worked as a member of the senior leadership team to identify and execute operational improvements and culture development.  In his positions, he also identified and pursued acquisition targets and monitored and analyzed sales and marketing activity against goals including impact on overall corporate profitability.  From 1992 to 2011, Mr. Watson was the Senior Vice President of BUDCO, a marketing consulting company specializing in strategic execution.  His primary job responsibilities at BUDCO involved providing leadership and direction, including budgeting and profitability, to three sales directors focusing on automotive, healthcare, food and beverage and consumer markets. While at BUDCO he grew the company’s national account team by 490% over 5 years by implementing a healthcare diversification strategy which resulted in the company’s revenue moving from 80% automotive to 40% automotive.  Mr. Watson was also responsible for inventing, developing, and marketing a health insurance dependent audit product which was responsible for over $18 million in revenue during the first 24 months of implementation and quadrupled the size of the company’s call center division.  Mr. Watson is also a professor/instructor at Oakland University in Rochester Hills, Michigan where he teaches MGT 3000 to upper classmen in the School of Business.

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Term of Office

Our directors hold office until the next annual meeting or until their successors have been elected and qualified, or until they resign or are removed. Our Board of Directors appoints our officers, and our officers hold office until their successors are chosen and qualify, or until their resignation or their removal.

Family Relationships

There are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

Our directors and executive officers have not been involved in any of the following events during the past ten years:

a.1.

had anyOther than the involuntary bankruptcy proceeding mentioned herein, no bankruptcy petition has been filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

b.2.

been convictedany conviction in a criminal proceeding or being subject to a pending criminal proceeding;proceeding (excluding traffic violations and other minor offenses);

c.3.

beenbeing subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or




d.4.

beenbeing found by a court of competent jurisdiction in(in a civil action,action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.vacated;

5.

being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or


6.

being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Committees

Our executive officers are elected annually atBoard of Directors held three meetings during the annual meetingyear ended December 31, 2021, which occurred on April 27, 2021, August 9, 2021 and December 7, 2021. All other proceedings of the Board of Directors for the year ended December 31, 2021 were conducted by resolutions consented to in writing and filed with the minutes of the proceedings of our Board of Directors. Our Board of Directors held after each annual meetinghas a designated compensation committee, consisting of shareholders.Steven Beabout and Ford Fay. Our directors are elected annually at the annual meetingBoard of our shareholders.  Each directorDirectors has a designated audit committee, consisting of Sandy Shoemaker and executive officer will hold office until his successor is duly elected and qualified, until his resignation or until he shall be removed in the manner provided by our by-laws.

Ford Fay.  Our Board of Directors does not have a nominating committee. We currentlyalso do not have standing audit,a written nominating, compensation or audit committee charter. Our Board of Directors does not believe that it is necessary to have a nominating committeescommittee because it believes that the functions of such a committee can be adequately performed by the Board of Directors.  We plan to formwork with our audit committee and compensation committee members to develop appropriate charters to govern their responsibilities in each committee.

61

We do not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and nominating committees when it is necessaryof little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to complyour president at the address appearing on the first page of this prospectus.

Audit Committee Financial Expert

The Nasdaq Capital Market rules require us to have one independent audit committee member upon the listing of our Common Stock, a majority of independent directors within 90 days of the date of this prospectus and all independent audit committee members within one year of the date of this prospectus. Our board of directors has affirmatively determined that Sandy Shoemaker  meets the definition of “independent director” for purposes of serving on an audit committee under Rule 10A-3 of the Securities Exchange Act of 1934, as amended and Nasdaq Capital Market rules. 

Compensation Committee

The Nasdaq Capital Market rules require us to have one independent compensation committee member upon the listing of our Common Stock, a majority of independent directors within 90 days of the date of this prospectus and all independent audit committee members within one year of the date of this prospectus. Our board of directors has affirmatively determined that Steve Beabout  meets the definition of “independent director” for purposes of serving on a compensation committee under Rule 10A-3 of the Securities Exchange Act of 1934, as amended and Nasdaq Capital Market rules. 

Nomination Procedures For Appointment of Directors

As of December 31, 2021, we did not affect any material changes to the procedures by which our stockholders may recommend nominees to our Board of Directors.

Code of Ethics

Upon the completion of this offering, our Board of Directors will adopt a code of business conduct and ethics applicable to its employees, directors and officers, in accordance with applicable U.S. federal securities laws and the corporate governance rules of Nasdaq. The code of business conduct and ethics will be publicly available on our website. Any substantive amendments or waivers of the code of business conduct and ethics or code of ethics for senior financial officers may be made only by our board of directors and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of Nasdaq. 

62

EXECUTIVE COMPENSATION

The particulars of compensation paid to meet listing requirementsthe following persons:

(a)

all individuals serving as our principal executive officer during the year ended December 31, 2021;

(b)

each of our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers at December 31, 2021 who had total compensation exceeding $100,000; and

(c)

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at December 31, 2021,

who we will collectively refer to as the named executive officers, for the years ended December 31, 2021, 2020 and 2019, are set out in the following summary compensation table:

Executive Officers and Directors

The following tables set forth certain information about compensation paid, earned or accrued for services by (i) the Company’s Chief Executive Officer and (ii) all other executive officers who earned in excess of $100,000 in the years ended December 31, 2021, 2020, and 2019 (“Named Executive Officers”):

SUMMARY COMPENSATION TABLE


Name and Principal Position

 


Year

 


Salary
($)(1)

 

 


Bonus
($)

 


Stock
Awards
($)

 

 


Option
Awards
($)

 

 


Non-Equity
Incentive
Plan
Compensation
($)

 

Change in
Pension
Value and
Nonqualified
Deferred
Compensation Earnings
($)

 


All
Other
Compensation
($)

 

 


Total
($)

 

Kevin Moore, Former CEO (2)

 

2021

 

 

185,500

 

 

-0-

(3) 

 

43,804(4)

 

-0-

 

 

-0-

 

-0-

 

-0-

 

 

 

229,304(4)

 

 

2020

 

 

213,000

 

 

-0-

 

-0-

 

 

-0-

 

 

-0-

 

-0-

 

-0-

 

 

 

213,000

 

 

 

2019

 

 

39,508

 

 

-0-

 

-0-

 

 

 

240,779

 

 

-0-

 

-0-

 

-0-

 

 

 

280,287

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David Gandini, CEO, CFO

 

2021

 

 

210,000

 

 

-0-

(6)

 

43,804(7)

 

-0-

 

 

-0-

 

-0-

 

-0-

 

 

 

253,804(7)

and Secretary (5)

 

2020

 

 

185,000

 

 

-0-

 

-0-

 

 

-0-

 

 

-0-

 

-0-

 

-0-

 

 

 

185,000

 

 

 

2019

 

 

29,417

 

 

-0-

 

-0-

 

 

 

215,018

 

 

-0-

 

-0-

 

-0-

 

 

 

244,435

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Scott Bennett, EVP of Bus Ops(8)

 

2021

 

 

89,167

 

 

-0-

 

 

45,532(9)

 

 

540,706

 

 

-0-

 

-0-

 

-0-

 

 

 

675,405(9)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael Watson, EVP of Sales & Marketing(10)

 

2021

 

 

39,824

 

 

-0-

 

-0-

 

 

 

687,639

 

 

-0-

 

-0-

 

-0-

 

 

 

727,463

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dean Watson, Former CTO(11)

 

2021

 

 

138,472

 

 

-0-

 

-0-

 

 

-0-

 

 

-0-

 

-0-

 

-0-

 

 

 

138,472

 

 

 

2020

 

 

43,750

 

 

-0-

 

-0-

 

 

-0-

 

 

-0-

 

-0-

 

-0-

 

 

 

43,750

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charles Bennington

 

2020

 

 

50,000(13)

 

-0-

 

-0-

 

 

-0-

 

 

-0-

 

-0-

 

-0-

 

 

 

50,000(13)

Former Chief Executive

 

2019

 

-0-

 

 

-0-

 

-0-

 

 

 

4,163

 

 

-0-

 

-0-

 

 

60,000(14)

 

 

64,163

 

Officer, CFO, and Secretary (12)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nick Noceti, Former CFO (15)

 

2020

 

 

16,500(16)

 

-0-

 

-0-

 

 

-0-

 

 

-0-

 

-0-

 

-0-

 

 

 

16,500(16)

 

 

2019

 

-0-

 

 

-0-

 

-0-

 

 

 

4,163

 

 

-0-

 

-0-

 

 

66,000(16)

 

 

70,163(16)

63

(1)

Includes amounts paid and/or accrued.

(2)

Mr. Moore was appointed as our Chief Executive Officer on October 25, 2019 and resigned as our Chief Executive Officer effective October 18, 2021.

(3)

Since Mr. Moore received Restricted Stock Units in lieu of a cash bonus, his bonus amount is set forth under “Stock Awards” in the above table.

(4)

Includes 20,960 Restricted Stock Units under our 2019 Equity Incentive Plan, which were issued to Mr. Moore in lieu of $185,500 executive bonus he earned for 2020.  The RSUs were valued based on the fair market value of our common stock on the date of grant.

(5)

Mr. Gandini was appointed as our Chief Executive Officer in October 2021.  Mr. Gandini previously served as our Chief Revenue Officer and Chief Financial Officer.

(6)

Since Mr. Gandini received Restricted Stock Units in lieu of a cash bonus, his bonus amount is set forth under “Stock Awards” in the above table.

(7)

Includes 20,960 Restricted Stock Units under our 2019 Equity Incentive Plan, which were issued to Mr. Moore in lieu of $185,500 executive bonus he earned for 2020.The RSUs were valued based on the fair market value of our common stock on the date of grant.

(8)

Mr. Bennett was hired as our Executive Vice President of Business Operations in October 2021.

(9)

Includes the value of 20,000 Restricted Stock Units based on fair market value of our common stock on the dates of grant.

(10)

Mr. Watson was hired as our Executive Vice President of Sales and Marketing in October 2021.

(11)

Dean Watson was terminated effective August 20, 2021.

(12)

Mr. Bennington resigned as our Chief Executive Officer on October 25, 2019 and resigned as our President and Secretary on June 5, 2020.

(13)

Includes amounts paid to Mr. Bennington as compensation for serving on our Board of Directors and as a consultant.

(14)

Amounts accrued for Mr. Bennington’s role on the Board of Directors

(15)

Nick Noceti was appointed to the role of CFO in 2018 and resigned effective June 5, 2020.

(16)

Includes amounts paid for accounting services.

Employment Contracts

In connection with hiring Mr. Wenzel we entered into an Executive Employment Agreement with Mr. Wenzel. Under the terms of his Employment Agreement, Mr. Wenzel will serve as our Chief Financial Officer until January 1, 2024, unless he is terminated pursuant to the termination provisions set forth in his agreement. Under the terms of his Employment Agreement, Mr. Wenzel will perform services for us that are customary and usual for a chief financial officer of a company, in exchange for: (i) an annual base salary of $175,000, (ii) incentive stock options under our 2019 Equity Incentive Plan to acquire 66,667 shares of our common stock, at an exercise price of $7.755, which is equal to 110% of the fair market value of our common stock on January 10, 2022 (the date the options were eligible to be issued under Mr. Wenzel’s Employment Agreement), with the stock options to vest in 8 equal quarterly installments of 8,334 shares during the two-year term of the Employment Agreement, with a ten year term, and (iii) 16,667 Restricted Stock Units under our 2019 Equity Incentive Plan, which will vest upon the end of any relevant lockup period involving Company securities owned by Mr. Wenzel after we uplist to a national exchange (i.e. Nasdaq).

On October 18, 2021, we entered into an Executive Employment Agreement with Michael Watson (the “Watson Agreement”) to serve as our Executive Vice President of Sales and Marketing and Revenue Officer.  Under the terms of the Watson Agreement, Mr. Watson performs services for us that are customary and usual for a EVP of sales and marketing of a company, in exchange for: (i) a base salary of $175,000 and his eligible to participate in any executive bonus plans, with a target bonus of $75,000, and (ii)incentive stock options under our 2019 Equity Incentive Plan to acquire up to 83,334 shares of our common stock at $9.21 per share (110% of fair market value on the date of grant), which options vest in equal quarterly installments overs a two year period. The Watson Agreement is for a two year term.

On August 17, 2021, we entered into an Executive Employment Agreement with Scott Bennett (the “Bennett Agreement”) to serve as our Executive Vice President of Business Operations beginning on October 18, 2021.  Under the terms of the Bennett Agreement, Mr. Bennett performs services for us that are customary and usual for a EVP of business operations of a company, in exchange for: (i) a base salary of $175,000, (ii) incentive stock options under our 2019 Equity Incentive Plan to acquire up to 33,334 shares of our common stock at $9.21 per share (110% of fair market value on the date of grant), which options vest in equal quarterly installments overs a two year period, and (iii) 50,000 restricted stock units under our 2019 Equity Incentive Stock Plan, which will vest upon the earlier of (a) the expiration of any lock-up period that includes any of our securities owned by the Advisor after the uplist of the Corporation to a national exchange (NASDAQ, NYSE, etc.) or the Nasdaq Capital Market.(b) January 1, 2023. The Bennett Agreement is for a two year term. 


No family relationships exist among our directors.  Additionally, there do not exist any arrangements or understandings between any director and any other personPrior to hiring Mr. Bennett has an executive officer, Mr. Bennett was granted (i) 3,334 restricted stock units pursuant to a prior consulting arrangement with us, and (ii) a stock option to acquire 33,334 shares of our common stock at an exercise price of $10.131 under a prior employment agreement with us.  The restricted stock units were issued under our 2019 Equity Plan and vest upon the earlier of (i) the expiration of any lock-up period that includes any of our securities owned by the Advisor after the uplist of the Corporation to a national exchange (NASDAQ, NYSE, etc.) or (ii) January 1, 2023.  The stock options were also issued under our 2019 Equity Incentive Plan and vest in equal installments, monthly over a thirty six (36) month period beginning May 17, 2021.

On October 25, 2019, we entered into an Employment Agreement with Mr. Kevin Moore to serve as our Chief Executive Officer (the “Moore Agreement”). Under the terms of the Moore Agreement, Mr. Moore served as our Chief Executive Officer until October 18, 2021. Under the terms of the Moore Agreement, Mr. Moore performed services for us that are customary and usual for a chief executive officer of a company, in exchange for: (i) 8,018 shares of our common stock per month until the IDTEC Transaction closes, (ii) thereafter, an annual base salary of $213,000, (iii) sales bonuses based on the Company’s sales, and (iv) an incentive stock options under our 2019 Equity Compensation Plan to acquire 352,777 shares of our common stock, at an exercise price of $0.7902, which any director was electedis equal to 110% of the fair market value of our common stock on October 25, 2019, with the stock options to vest in 36 equal monthly installments of 9,800 shares during the three-year term of the Moore Agreement. The stock options have a ten year term. 

64

On October 25, 2019, we entered into an Employment Agreement with Mr. David Gandini to serve as such.our Chief Revenue Officer (the “Gandini Agreement”). Under the terms of the Gandini Agreement, Mr. Gandini will serve as our Chief Revenue Officer until October 24, 2022, unless either (i) the transaction that is the subject of that certain Asset Purchase Agreement with IDTEC, LLC, a Colorado limited liability company (the “IDTEC Transaction”), has not closed by January 31, 2020, in which case Mr. Gandini’s employment will terminate immediately, or (ii) he is terminated pursuant to the other termination provisions set forth in the Gandini Agreement. Under the terms of the Gandini Agreement, Mr. Gandini will perform services for us that are customary and usual for a chief revenue officer of a company, in exchange for: (i) an annual base salary of $185,000, (ii) sales bonuses based on the Company’s sales, (iii) an incentive stock options under our 2019 Equity Compensation Plan to acquire 240,530 shares of our common stock, at an exercise price of $0.7902, which is equal to 110% of the fair market value of our common stock on October 25, 2019, with the stock options to vest in 36 equal monthly installments of 6,682 shares during the three-year term of the Gandini Agreement, and (iv) an aggregate of 80,177 additional option shares (the “Pre-Vesting Option Shares”) shall vest as follows: 66,813 Pre-Vesting Option Shares representing the monthly vesting option shares for the ten months ended October 31, 2019, shall vest on November 1, 2019; and (ii) the remaining 13,364 Pre-Vesting Option Shares representing the monthly vesting option shares for the two months ended December 31, 2019 shall vest on January 1, 2020. The stock options have a ten year term.



The foregoing description of the key terms of the above-agreements is qualified in its entirety by the full text of the related documents, which incorporated herein as Exhibit 10.8 – 10.10 to this prospectus.



40Director Compensation



Director compensation


The following table sets forth thedirector compensation paidfor 2021:

Name

 

Fees Earned or Paid in Cash

($)

 

Stock Awards

($)

 

Option Awards

($)

 

 

Non-Equity Incentive Plan Compensation

($)

 

Nonqualified Deferred Compensation Earnings

($)

 

All Other Compensation

($)

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charles Bennington(1)

 

-0-

 

-0-

 

-0-

 

 

-0-

 

-0-

 

-0-

 

 

-0-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David Gandini

 

-0-

 

-0-

 

-0-

 

 

-0-

 

-0-

 

-0-

 

-0-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kevin Moore

 

-0-

 

-0-

 

-0-

 

 

-0-

 

-0-

 

-0-

 

-0-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ford Fay

 

-0-

 

-0-

 

 

75,999

(2)

 

-0-

 

-0-

 

-0-

 

 

75,999

(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steven Beabout

 

-0-

 

-0-

 

-0-

 

 

-0-

 

-0-

 

-0-

 

-0-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James Bardy(3)

 

-0-

 

-0-

 

-0-

 

 

-0-

 

-0-

 

-0-

 

-0-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sandy Shoemaker(4)

 

-0-

 

-0-

 

 

224,485

(5)

 

-0-

 

-0-

 

-0-

 

 

224,485

(5)

(1)

Mr. Bennington resigned from our Board of Directors in 2021.

(2)

in 2021, Mr. Fay was granted stock options to acquire 8,334 shares of our common stock.

(3)

Mr. Bardy joined our Board of Directors in August 2021.

(4)

Ms. Shoemaker joined our Board of Directors in December 2021.

(5)

Ms. Shoemaker was granted stock options to acquire 25,000 shares of our common stock, largely due to her agreeing to Chair the Audit Committee of our Board of Directors.

65

We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors may receive restricted stock units or stock options to our non-employee Directorspurchase common shares as awarded by our predecessor, Imagine Holdings:



DIRECTOR COMPENSATION TABLE




Name

Fees

Earned

or Paid

in Cash



Stock

Awards (1)



Option

Awards(2)


Non-Equity

Incentive Plan

Compensation

Nonqualified

Deferred

Compensation

Earnings



All Other

Compensation




Total

Harlan B. Munn


0


10,000


30,000


0


0


0


40,000

Mark Allen


0


10,000


30,000


0


0


0


40,000


(1)Board of Directors or (as to future stock options) or the Compensation Committee of our Board of Directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors. Our Board of Directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

 Stock awards of Imagine Holdings will be duplicated with shares of Imagine Media in the spin-off.

(2)Outstanding Equity Awards

The Imagine Holdings option awards will not be duplicated in Imagine Media.


Executive compensation


The following table sets forth all plan and non-plan compensation paidcertain information concerning outstanding stock awards held by Imagine Holdings to our President, Chiefthe Named Executive Officer and Chief Financial Officer forOfficers on December 31, 2021:

 

 

Option Awards

 

Stock Awards

 

Name

 

Number of Securities Underlying Unexercised Options

(#)

Exercisable

 

 

Number of Securities Underlying Unexercised Options

(#)

Unexercisable

 

 

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options

(#)

 

 

Option Exercise Price

($)

 

 

Option Expiration Date

 

Number of Shares or Units of Stock That Have Not Vested

(#)

 

 

Market Value of Shares or Units of Stock That Have Not Vested

($)

 

 

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested

(#)

 

 

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kevin Moore(1)(3)

 

 

254,783

 

 

 

0

 

 

 

97,994

 

 

$

0.7902

 

 

November 25, 2029 (1)

 

 

0

 

 

 

0

 

 

 

20,960

 

 

 

62,249

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David Gandini(2)

 

 

253,892

 

 

 

0

 

 

 

66,814

 

 

$

0.7902

 

 

November 1, 2029 (2)

 

 

0

 

 

 

0

 

 

 

20,960

 

 

 

62,249

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Scott Bennett

 

 

12,500

 

 

 

0

 

 

 

54,167

 

 

$ 9.24-10.14

 

 

May 17, 2031-October 11, 2031

 

 

0

 

 

 

0

 

 

 

20,000

 

 

 

59,400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael Watson

 

 

10,417

 

 

 

0

 

 

 

72,917

 

 

$

9.24

 

 

October 11, 2031

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

(1)

Under the terms of Mr. Moore’s stock option grant, the options expire ten (10) years from the date of vesting. His options vest in equal installments monthly over a three year period. As a result, the first 9,800 monthly options vested on November 25, 2019 and expire on November 25, 2029.

(2)

Under the terms of Mr. Gandini’s stock option grant, the options expire ten (10) years from the date of vesting. Mr. Gandini had 66,813 options vest on November 1, 2019. As a result, those initial options expire on November 1, 2029.

(3)

Mr. Moore resigned as our Chief Executive Officer effective October 18, 2021.

66

Aggregated Option Exercises

There were no option exercises during the yearsyear ended December 31, 20072021 by our named officers.

Long-Term Incentive Plan

Currently, our company does not have a long-term incentive plan in favor of any director, officer, consultant or employee of our company.

Certain Relationships and 2006:


 

SUMMARY COMPENSATION TABLE

Name

and

Principal

Position




Year



Salary

($)




Bonus



Stock

Awards



Options

Awards


Non equity

Incentive Plan

Compensation

Nonqualified

Deferred

Compensation

Earnings



All Other

Compensation




Total

Gregory A. Bloom, CEO, Pres & CFO


2007


36,0 00


0


0


0


0


0


0


36,0 00


2006


36,000


0


10,000 (1)


0


0


0


0


45,000


(1)Related Transactions, and Director Independence

 The stock awards

We have not entered into or been a participant in Imagine Holdingany transaction in which a related person had or will be duplicated with shares of Imagine Mediahave a direct or indirect material interest in the spin-off.


Our President, Gregory A. Bloom, is our only salaried executive officer.  He is compensated at the rate of $36,000 per year for his part-time service as President of the Company.Mr. Bloom devotes approximately 80% of his time and attention to the business of the Company.




41



No executive officer will receive perquisites or other personal benefits which, in the aggregate exceedan amount that exceeds the lesser of $50,000$120,000 or 10%1% of the average of the Company’s total assets for the last three completed fiscal years.

We do not have a written policy concerning the review, approval, or ratification of annual salarytransactions with related persons.

Our Board of Directors has a designated compensation committee, consisting of Steven Beabout and bonus paid duringFord Fay. Our Board of Directors has a designated audit committee, consisting of Sandy Shoemaker and Ford Fay.  Our Board of Directors does not have a nominating committee performing similar functions. We also do not have a written nominating, compensation or audit committee charter. Our Board of Directors does not believe that it is necessary to have a nominating committee because it believes that the most recently-completed fiscal year.functions of such a committee can be adequately performed by the Board of Directors.


Currently, four of our directors are considered independent, namely Steven Beabout, Ford Fay, James Bardy, and Sandy Shoemaker. Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship that, in the opinion of the company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

·

the director is, or at any time during the past three years was, an employee of the company;

·

the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

·

a family member of the director is, or at any time during the past three years was, an executive officer of the company;

·

the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

·

the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or

·

the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

67

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, summary information covering unexercised options, unvested stock, and equity incentive plan awards as of March 31, 2022, certain information with respect to our equity securities owned of record or beneficially by (i) each Officer and Director of the endCompany; (ii) each person who owns beneficially more than 5% of Imagine Holdings’ last completed fiscal year.  This informationeach class of the Company’s outstanding equity securities; and (iii) all Directors and Executive Officers as a group.

Title of Class

 

Name and Address

of Beneficial Owner(2)

 

Nature of

Beneficial Ownership

 

Amount

 

 

Percent

of Class (1)

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Kevin Moore (3)

 

Director

 

 

308,234

(4)

 

 

3.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

David Gandini (3)

 

CEO, Secretary and Director

 

 

646,280

(5)

 

 

7.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Michael Watson(3)

 

EVP/Revenue Officer

 

 

20,834

(6)

 

 

<1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Scott Bennett(3)

 

EVP Sales & Marketing

 

 

33,334

(7)

 

 

<1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Jerry Wenzel

 

CFO

 

 

8,334

(8)

 

 

<1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

James Bardy (3)

 

Director

 

 

27,778

(9)

 

 

<1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Ford Fay (3)

 

Director

 

 

30,558

(10)

 

 

<1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Steven Beabout (3)

 

Director

 

 

75,544

(11)

 

 

<1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Sandy Shoemaker (3)

 

Director

 

 

8,334

(14)

 

 

<1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Gary Graham

6400 S. Fiddlers Green

Circle, Suite 525

Greenwood Village, CO

80111

 

5% Holder

 

 

3,701,823

(12)

 

 

43.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Michael A. Lanphere

400 N. Tustin Ave.,

Suite 225

Santa Ana, CA 92705

 

5% Holder

 

 

966,742

 

 

 

11.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All Officers and Directors as a Group (9 persons)

 

 

 

 

1,159,231

(13)

 

 

12.4

%

(1)

Unless otherwise indicated, based on 7,803,139 shares of Common Stock issuable issued and outstanding. Shares of Common Stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for the purposes of computing the percentage of any other person.

68

(2)

Unless indicated otherwise, the address of the shareholder is 6400 S. Fiddlers Green Circle, Suite 525, Greenwood Village, Colorado 80111.

(3)

Indicates one of our officers or directors.

(4)

Includes vested stock options to acquire 284,181, shares of our Common Stock at an exercise price of $0.7902 per share. Does not include 20,960 restricted stock units owned by Mr. Moore since those restricted stock units have not vested.

(5)

Includes vested stock options to acquire 273,937 shares of our Common Stock at an exercise price of $0.7902 per share. Includes 1,000,000 shares of Series B Preferred Stock, which converts into 333,334 shares of our common stock and vote on an as converted basis.  Does not include 20,960 restricted stock units owned by Mr. Gandini since those restricted stock units have not vested.

(6)

Includes vested stock options to acquire 20,834 shares of our Common Stock at an exercise price of $9.24 per share.

(7)

Includes shares of our common stock underlying (i) a $50,000 convertible debenture, convertible at $9.00 per share (5,556 shares) and (ii) 8,334 shares underlying a warrant exercisable at $9.00 per share.  Includes vested stock options to acquire 19,444 shares of our common stock at exercise prices from $9.24 of $10.131 per share. Does not include 20,000 restricted stock units owned by Mr. Bennett since those restricted stock units have not vested.

(8)

In connection with Mr. Wenzel’s hiring as our Chief Financial Officer, he was granted incentive stock options to acquire 66,667 shares of our common stock and 16,667 Restricted Stock Units under the 2019 Equity Incentive Plan.  Includes vested stock options to acquire 8,834 shares of our Common Stock at an exercise price of $7.755 per share. Does not include 16,667 restricted stock units owned by Mr. Wenzel since those restricted stock units have not vested.

(9)

Includes shares of our common stock underlying (i) a $100,000 convertible debenture, convertible at $9.00 per share (11,112 shares) and (ii) 16,667 shares underlying a warrant exercisable at $9.00 per share. The debenture and the warrant are held in the name of Financial House, LLC. Mr. Bardy is the principal owner of Financial House, LLC.

(10)

Includes vested stock options to acquire 8,334 shares of our Common Stock at an exercise price of $0.7902 per share, which have a 5-year term. Includes vested stock options to acquire 8,334 shares of our common stock at an exercise price of $10.296 per share. Also includes: (i) 5,556 shares of our common stock underlying a $50,000 principal amount convertible promissory note, convertible into shares of our common stock at $9.00 per share, and (ii) 8,334 shares of our common stock underlying a warrant, exercisable at $9.00 per share.

(11)

The shares in the above table are held in the name of C&S Trust, a trust controlled by Kathren Beabout, who is Mr. Beabout’s spouse. Mr. Beabout’s children are the beneficiaries of C&S Trust. Mr. Beabout also has interests in IDTEC, LLC and SOBR Safe, LLC, both of which own shares of our common stock. Mr. Beabout does not have a controlling interest in either entity so the stock owned by those entities is not reflected in his ownership. Does not include 55,000 restricted stock units owned by Mr. Beabout since those restricted stock units have not vested.

(12)

Includes vested stock options to acquire 8,018 shares of our Common Stock at an exercise price of $0.7902 per share. Includes shares owned in the name of IDTEC, LLC and SOBR Safe, LLC, both of which are controlled by a limited liability company that is controlled by Mr. Graham. IDTEC, LLC and SOBR Safe, LLC, invested in over $4.2M in exchange for the securities issued to those entities.  Includes 2,000,000 shares of Series B Preferred Stock owned by IDTEC, LLC, which converts into 666,667 shares of our common stock and vote on an as converted basis.

(13)

Includes an aggregate of 558,781 vested options to purchase our Common Stock, 22,223 shares of our Common Stock underlying an aggregate of $200,000 principal amount convertible debentures, that are owned by our officers and directors, 33,334 shares underlying three warrants held by our officers and directors, and 1,000,000 shares of our Series B Preferred Stock owned by our officers and directors,  which amount is also added to our outstanding Common Stock for the percentage calculation. 

(14)

Includes vested stock options to acquire 8,334 shares of our Common Stock at an exercise price of $10.065 per share, which have a 10- year term.

69

We are not applyaware of any person who owns of record, or is known to Imagine Media:


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE



Option Awards


Stock Awards















Name









Number of

Securities

Underlying

Unexercised

Options


Exercisable









Number of

Securities

Underlying

Unexercised

Options


Unexercisable






Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options













Option

Exercise

Price













Option

Expiration

Date






Number

of

Shares

or Units

of

Stock

That

Have

Not

Vested






Market

Value

of

Shares

or

Units

That

Have

Not

Vested


Equity

Incentive

Plan

Awards:

Number

of

Unearned

Shares,

Units or

Other

Rights

That

Have Not

Vested



Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other Rights

That Have

Not Vested

Gregory A. Bloom


0


0


0


0


0


0


0


0


0

Harlan B. Munn

10,000

10,000

10,000

0

0

0

0

0

0

1.00

1.00

1.00

April 2009

May 2008

May 2009

0

0

0

0

0

0

0

0

0

0

0

0

Mark Allen

10,000

10,000

10,000

0

0

0

0

0

0

1.00

1.00

1.00

May 2009

May 2008

May 2009

0

0

0

0

0

0

0

0

0

0

0

0


Employment agreements


own beneficially, five percent or more of the outstanding securities of any class of the issuer, other than as set forth above. We are not aware of any person who controls the issuer as specified in Section 2(a)(1) of the 1940 Act. There are no classes of stock other than common stock issued or outstanding. We do not have an investment advisor.

There are no current arrangements which will result in a change in control.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Employment Contracts

In connection with hiring Mr. Wenzel in January 2022, we entered into an Executive Employment Agreement with Mr. Wenzel. Under the terms of his Employment Agreement, Mr. Wenzel will serve as our Chief Financial Officer until January 1, 2024, unless he is terminated pursuant to the termination provisions set forth in his agreement. Under the terms of his Employment Agreement, Mr. Wenzel will perform services for us that are customary and usual for a chief financial officer of a company, in exchange for: (i) an annual base salary of $175,000, (ii) incentive stock options under our 2019 Equity Incentive Plan to acquire 66,667 shares of our common stock, at an exercise price of $7.755, which is equal to 110% of the fair market value of our common stock on January 10, 2022 (the date the options were eligible to be issued under Mr. Wenzel’s Employment Agreement), with the stock options to vest in 8 equal quarterly installments of 8,334 shares during the two-year term of the Employment Agreement, with a ten year term, and (iii) 16,667 Restricted Stock Units under our 2019 Equity Incentive Plan, which will vest upon the end of any written employment agreementsrelevant lockup period involving Company securities owned by Mr. Wenzel after we uplist to a national exchange (i.e. Nasdaq).

On October 18, 2021, we entered into an Executive Employment Agreement with Michael Watson (the “Watson Agreement”) to serve as our Executive Vice President of Sales and Marketing and Revenue Officer.  Under the terms of the Watson Agreement, Mr. Watson performs services for us that are customary and usual for a EVP of sales and marketing of a company, in exchange for: (i) a base salary of $175,000 and his eligible to participate in any executive bonus plans, with a target bonus of $75,000, and (ii)incentive stock options under our 2019 Equity Incentive Plan to acquire up to 83,334 shares of our common stock at $9.21 per share (110% of fair market value on the date of grant), which options vest in equal quarterly installments overs a two year period. The Watson Agreement is for a two year term.

On August 17, 2021, we entered into an Executive Employment Agreement with Scott Bennett (the “Bennett Agreement”) to serve as our Executive Vice President of Business Operations beginning on October 18, 2021.  Under the terms of the Bennett Agreement, Mr. Bennett performs services for us that are customary and usual for a EVP of business operations of a company, in exchange for: (i) a base salary of $175,000, (ii) incentive stock options under our 2019 Equity Incentive Plan to acquire up to 33,334 shares of our common stock at $9.21 per share (110% of fair market value on the date of grant), which options vest in equal quarterly installments overs a two year period, and (iii) 50,000 restricted stock units under our 2019 Equity Incentive Stock Plan, which will vest upon the earlier of (a) the expiration of any lock-up period that includes any of our securities owned by the Advisor after the uplist of the Corporation to a national exchange (NASDAQ, NYSE, etc.) or (b) January 1, 2023. The Bennett Agreement is for a two year term. 

Prior to hiring Mr. Bennett has an executive officers or key employees; nor do we have or maintain key man life insurance onofficer, Mr. Bennett was granted (i) 3,334 restricted stock units pursuant to a prior consulting arrangement with us, and (ii) a stock option to acquire 33,334 shares of our common stock at an exercise price of $10.131 under a prior employment agreement with us.  The restricted stock units were issued under our 2019 Equity Plan and vest upon the earlier of (i) the expiration of any lock-up period that includes any of our employees.


securities owned by the Advisor after the uplist of the Corporation to a national exchange (NASDAQ, NYSE, etc.) or (ii) January 1, 2023.  The stock options were also issued under our 2019 Equity Incentive Plan and vest in equal installments, monthly over a thirty six (36) month period beginning May 17, 2021.


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On October 25, 2019, we entered into an Employment Agreement with Mr. Kevin Moore to serve as our Chief Executive Officer (the “Moore Agreement”). Under the terms of the Moore Agreement, Mr. Moore served as our Chief Executive Officer until October 18, 2021. Under the terms of the Moore Agreement, Mr. Moore performed services for us that are customary and usual for a chief executive officer of a company, in exchange for: (i) 8,018 shares of our common stock per month until the IDTEC Transaction closes, (ii) thereafter, an annual base salary of $213,000, (iii) sales bonuses based on the Company’s sales, and (iv) an incentive stock options under our 2019 Equity Compensation Plan to acquire 352,777 shares of our common stock, at an exercise price of $0.7902, which is equal to 110% of the fair market value of our common stock on October 25, 2019, with the stock options to vest in 36 equal monthly installments of 9,800 shares during the three-year term of the Moore Agreement. The stock options have a ten year term. 

On October 25, 2019, we entered into an Employment Agreement with Mr. David Gandini to serve as our Chief Revenue Officer (the “Gandini Agreement”). Under the terms of the Gandini Agreement, Mr. Gandini will serve as our Chief Revenue Officer until October 24, 2022, unless either (i) the transaction that is the subject of that certain Asset Purchase Agreement with IDTEC, LLC, a Colorado limited liability company (the “IDTEC Transaction”), has not closed by January 31, 2020, in which case Mr. Gandini’s employment will terminate immediately, or (ii) he is terminated pursuant to the other termination provisions set forth in the Gandini Agreement. Under the terms of the Gandini Agreement, Mr. Gandini will perform services for us that are customary and usual for a chief revenue officer of a company, in exchange for: (i) an annual base salary of $185,000, (ii) sales bonuses based on the Company’s sales, (iii) an incentive stock options under our 2019 Equity Compensation Plan to acquire 240,530 shares of our common stock, at an exercise price of $0.7902, which is equal to 110% of the fair market value of our common stock on October 25, 2019, with the stock options to vest in 36 equal monthly installments of 6,682 shares during the three-year term of the Gandini Agreement, and (iv) an aggregate of 80,177 additional option shares (the “Pre-Vesting Option Shares”) shall vest as follows: 66,813 Pre-Vesting Option Shares representing the monthly vesting option shares for the ten months ended October 31, 2019, shall vest on November 1, 2019; and (ii) the remaining 13,364 Pre-Vesting Option Shares representing the monthly vesting option shares for the two months ended December 31, 2019 shall vest on January 1, 2020. The stock options have a ten year term.

Other Agreements

On March 1, 2022, we entered in to Share Exchange Agreements with David Gandini, one of our officers and directors, and Gary Graham, our largest shareholder, to exchange 1,000,000 and 2,000,000 shares of our common stock into 1,000,000 shares and 2,000,000 shares of our Series B Preferred Stock, respectively.  These stock exchanges of common stock for preferred stock were done as conditions of our planned underwritten offering and planned listing on Nasdaq.  The shares of our Series B Convertible Preferred Stock have liquidation preference over our common stock, receive dividends in pari passu with our common stockholders, are convertible into shares of our common stock on a 1-for-1 basis, and vote on an “as converted” basis.

On December 7, 2021, in exchange for Sandy Shoemaker agreeing to serve on our Board of Directors, we issued Sandy Shoemaker options to acquire 8,334 shares of our common stock under our 2019 Equity Incentive Plan, at an exercise price of $10.065 per shares and vest equally over one year. 

On December 7, 2021, in exchange for Sandy Shoemaker agreeing to chair the Audit Committee of our Board of Directors we issued Sandy Shoemaker options to acquire 16,667 shares of our common stock under our 2019 Equity Incentive Plan, at an exercise price of $10.065 per shares and vest equally over two years. 

From March 2021 through May 31, 2021, we conducted a “Unit” offering under Rule 506 of Regulation D, with each Unit consisting of a $50,000 principal amount convertible debenture (the “Secured Debentures”) and a warrant (the “Warrant”) to purchase 8,334 shares of our common stock.  The Secured Debentures mature two (2) years after issuance. The Secured Debentures will not be redeemable but contain an automatic conversion feature, which will cause all principal and interest due under the Debenture to automatically convert if our common stock closes at or above $6.00 per share on NASDAQ for five (5) consecutive trading days.  Interest on each investor’s Secured Debenture accrues at a rate of 12% per annum, beginning on the date we have access to the investor’s funds. At the date of their investment, investors elected to have the interest due under the Secured Debenture paid in cash monthly or have the interest accrue and be payable on the maturity date of the Secured Debenture.  For investors that elect to accrue the interest due under the Secured Debenture, the interest will be paid in cash or may be converted into shares of our common stock under the same terms as the principal amount on the maturity date. The Secured Debentures will be convertible at any time, and from time to time, beginning on the date of issuance, into shares of our common stock. The Secured Debentures will be convertible at Nine Dollars ($9.00) per share; provided, however, that the right of conversion will be limited by the terms of the Secured Debentures to the extent necessary to ensure that each Debenture holder will never beneficially own more than 4.9% of our class of common stock at any one time while any portion of the holder’s Debenture remains outstanding.  The repayment of the Secured Debentures is secured by our current patent and patent applications.  The Warrant attached to each Unit gives the investor the right to purchase 8,334 shares of our common stock.  The Warrants are exercisable at any time, and from time to time, beginning on the date of issuance and expiring two (2) years after issuance, into shares of our common stock at an exercise price of Nine Dollars ($9.00) per share.  In the event our common stock closes at or above $6.00 per share on NASDAQ for five (5) consecutive trading days then we have the right to notify the holder of the Warrants that we plan to purchase the Warrants for $0.30 each, which begins a sixty (60) day period for the holder to exercise the Warrants or we may purchase them for $0.30 each.  Under this offering, we issued secured convertible promissory notes totaling $2,005,000 to 25 non-affiliated investors, and one then-affiliate investor – Mr. Ford Fay, one of our directors ($50,000) and additional investors that are now affiliates - Mr. James Bardy (through an entity he controls entitled Financial House, LLC) ($100,000) and Mr. Scott Bennett, our Executive Vice-President of Operations ($50,000), and warrants to purchase 334,181 shares of our common stock with the notes and warrants having the terms described above.

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In October 2020, we entered into an Advisory Agreement with Steven Beabout, a member of our Board of Directors, under which he agreed to provide us with strategic legal advice in relation to certain business and legal matters for a period of sixteen (16) months. In exchange for his services, we agreed to issue him 25,000 restricted stock units. The restricted stock units were issued under our 2019 Equity Plan and vest upon the earlier of (i) the expiration of any lock-up period that includes any of our securities owned by the Advisor after the uplist of the Corporation to a national exchange (NASDAQ, NYSE, etc.) or (ii) January 1, 2023.

On April 6, 2020, we issued 12,813 shares of our common stock to Nick Noceti, our former Chief Financial Officer, in exchange for amounts due to him for accounting fees included in accounts payable. The amount of the debt reduction, and therefore the purchase price of the shares, was $127,840. The issuance of the shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, due to the fact the investor was known to our management team, is a sophisticated investor and familiar with our operations.

On April 7, 2020, we issued 2,277 shares of our common stock to Charles Bennington, one of our then directors and a former executive officer, in exchange for amounts due for Board of Director fees included in accounts payable. The amount of the debt reduction, and therefore the purchase price of the shares, was $9,656. The issuance of the shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, due to the fact the investor is on our Board of Directors, is a sophisticated investor and familiar with our operations.

On or about August 28, 2019, we issued 140,309 shares of our common stock to Charles Bennington, one of our then current directors, pursuant to the terms of a Common Stock Purchase Agreement under which Bennington agreed to forgive $595,000 in accrued salary we owed to him in exchange for the shares. The shares were issued with a standard restrictive legend.

Corporate Governance

As of December 31, 2021, our Board of Directors consisted of David Gandini, Kevin Moore, Ford Fay, Steven Beabout, James Bardy, and Sandy Shoemaker. As of December 31, 2021, four of our directors qualified as an “independent director” as the term is used in NASDAQ rule 5605(a)(2), namely Ford Fay, Steven Beabout, James Bardy, and Sandy Shoemaker.  Our Board of Directors has a designated compensation committee, consisting of Steven Beabout and Ford Fay. Our Board of Directors has a designated audit committee, consisting of Sandy Shoemaker and Ford Fay.  Our Board of Directors does not have nominating committee performing similar functions. We also do not have a written nominating, compensation or audit committee charter. Our Board of Directors does not believe that it is necessary to have nominating because it believes that the functions of such a committee can be adequately performed by the Board of Directors.

SHARES ELIGIBLE FOR FUTURE SALE

Future sales of substantial amounts of our Common Stock in the public market, including shares issued upon the exercise of outstanding options or warrants, or upon debt conversion, or the anticipation of these sales, could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through sales of equity securities. Upon completion of this offering, we estimate that we will have 10,203,139  outstanding shares of our Common Stock, assuming no exercise of outstanding options or warrants, and no sale of shares reserved for the underwriter.

Sale of Restricted Securities

The shares of our Common Stock sold pursuant to this offering will be registered under the Securities Act or 1933, as amended, and therefore freely transferable, except for our affiliates. Our affiliates will be deemed to own “control” securities that are not registered for resale under the registration statement covering this prospectus. Individuals who may be considered our affiliates after this offering include individuals who control, are controlled by or are under common control with us, as those terms generally are interpreted for federal securities law purposes. These individuals may include some or all of our directors and executive officers. Individuals who are our affiliates are not permitted to resell their shares of our Common Stock unless such shares are separately registered under an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act is available, such as Rule 144.

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Rule 144

In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated), including an affiliate, who beneficially owns “restricted securities” (i.e., securities that are not registered by an effective registration statement) of a “reporting company” may not sell these securities until the person has beneficially owned them for at least six months. Thereafter, affiliates may not sell within any three-month period a number of shares in excess of the greater of: (i) 1% of the then outstanding shares of Common Stock as shown by the most recent report or statement published by the issuer; and (ii) the average weekly reported trading volume in such securities during the four preceding calendar weeks.  Sales under Rule 144 by our affiliates will also be subject to restrictions relating to manner of sale, notice and the availability of current public information about us and may be affected only through unsolicited brokers’ transactions. Persons not deemed to be affiliates who have beneficially owned “restricted securities” for at least six months but for less than one year may sell these securities, provided that current public information about the Company is “available,” which means that, on the date of sale, we have been subject to the reporting requirements of the Exchange Act for at least 90 days and are current in our Exchange Act filings. After beneficially owning “restricted securities” for one year, our non-affiliates may engage in unlimited re-sales of such securities.  Shares received by our affiliates in this offering or upon exercise of stock options or upon vesting of other equity-linked awards may be “control securities” rather than “restricted securities.” “Control securities” are subject to the same volume limitations as “restricted securities” but are not subject to holding period requirements.

Rule 701

Rule 701 generally allows a stockholder who purchased shares of the Company’s Common Stock pursuant to a written compensatory plan or contract and who is not deemed to have been an affiliate of the Company during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation, or notice provisions of Rule 144. Rule 701 also permits affiliates of the Company to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required to wait until 90 days after the date of this prospectus before selling such shares pursuant to Rule 701 and until expiration of the lock-up period described below.

Lock-Up Agreements

In connection with this offering, the Company, and its officers, directors and certain stockholders have agreed to a “lock-up” period from the closing of this offering, with respect to the shares that they beneficially own, including shares issuable upon the exercise of convertible securities and options that are currently outstanding or which may be issued. This means that, for a period of one hundred eighty (180) days  following the closing of this offering, such persons may not offer, sell, pledge or otherwise dispose of these securities without the prior written consent of the underwriters. The 180-day restricted period is subject to extension upon certain events and the terms of the lock-up agreements may be waived at the underwriters’  discretion.  The lock-up restrictions, specified exceptions and the circumstances under which the 180-day or 360-day, as the case may be, lock-up period may be extended are described in more detail under “Underwriting.”

U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of some of the possible U.S. tax consequences that should be anticipated in connection with an investment in the Common Stock, which might also be referred to generically as securities. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the U.S. Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect. There can be no assurance that the Internal Revenue Service (the “IRS”) will not challenge one or more of the tax consequences described herein, and we have not obtained, and do not intend to obtain, an opinion of counsel or ruling from the IRS with respect to the U.S. federal income tax considerations relating to the purchase, ownership or disposition of our Common Stock. EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT THEIR OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN OUR COMMON STOCK IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.

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Consequences For U.S. Holders

The following discussion describes the material U.S. federal income tax consequences relating to the ownership and disposition of Common Stock by U.S. Holders. As used in this discussion, the term “U.S. Holder” means a beneficial owner of our Common Stock that is, for U.S. federal income tax purposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income tax regardless of its source or (4) a trust (i) with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions, or (ii) that has elected to be treated as a domestic trust for U.S. federal income tax purposes.

This discussion applies to U.S. Holders that purchase our Common Stock pursuant to this prospectus and hold such Common Stock as capital assets. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to specific U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax law (such as certain financial institutions, insurance companies, broker-dealers and traders in securities or other persons that generally mark their securities to market for U.S. federal income tax purposes, tax-exempt entities, retirement plans, regulated investment companies, real estate investment trusts, certain former citizens or residents of the United States, persons who hold our Common Stock as part of a “straddle”, “hedge”, “conversion transaction”, “synthetic security” or integrated investment, persons that have a “functional currency” other than the U.S. dollar, persons that own directly, indirectly or through attribution 10% or more of the voting power of our Common Stock, corporations that accumulate earnings to avoid U.S. federal income tax, persons subject to special tax accounting rules under Section 451(b) of the Code, partnerships and other pass-through entities, and investors in such pass-through entities). This discussion does not address any U.S. state or local or non-U.S. tax consequences or any U.S. federal estate, gift or alternative minimum tax consequences. If an entity treated as a partnership for U.S. federal income tax purposes holds our Common Stock, the U.S. federal income tax consequences relating to an investment in our Common Stock will depend in part upon the status and activities of such entity and the particular partner. Any such entity should consult its own tax advisor regarding the U.S. federal income tax consequences applicable to it and its partners of the purchase, ownership and disposition of our Common Stock.

Distributions

A U.S. Holder that receives a distribution with respect to our Common Stock generally will be required to include the gross amount of such distribution in income as a dividend when actually or constructively received, to the extent of the U.S. Holder’s pro rata share of our current and/or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent a distribution received by a U.S. Holder is not a dividend because it exceeds the U.S. Holder’s pro rata share of our current and accumulated earnings and profits, it will be treated first as a tax-free return of capital and reduce (but not below zero) the adjusted tax basis of the U.S. Holder’s Common Stock. To the extent the distribution exceeds the adjusted tax basis of the U.S. Holder’s Common Stock, the remainder will be taxed as capital gain.

Sale, Exchange or Other Disposition of our Ordinary Shares and Warrants

A U.S. Holder generally will recognize capital gain or loss for U.S. federal income tax purposes upon the sale, exchange or other disposition of our Common Stock in an amount equal to the difference, if any, between the amount realized (i.e., the amount of cash plus the fair market value of any property received) on the sale, exchange or other disposition, and such U.S. Holder’s adjusted tax basis in the securities that were transferred. Such capital gain or loss generally will be long-term capital gain or long-term capital loss if, on the date of sale, exchange or other disposition, the transferred securities were held by the U.S. Holder for more than one year. Long-term capital gains of individual investors are generally subject to lower tax rates than those imposed on ordinary income. Any capital gain of a non-corporate U.S. Holder that is not long-term capital gain is taxed at ordinary income rates. Capital losses might not be permitted to offset the full amount of an  individual’s ordinary income.

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Medicare Tax on Net Investment Income

Certain U.S. Holders who are individuals, estates or trusts are subject to an additional 3.8% U.S. federal income tax on all or a portion of their “net investment income,” which generally includes dividends (and constructive dividends) on the securities and net gains from the disposition of common shares. U.S. Holders that are individuals, estates or trusts should consult their tax advisors regarding the applicability of the Medicare tax to them.

Information Reporting and Backup Withholding

Dividends on and proceeds from the sale or other disposition of our Common Stock may be reported to the IRS unless the U.S. Holder establishes a basis for exemption. Backup withholding may apply to amounts subject to reporting if the holder (1) fails to provide an accurate United States taxpayer identification number or otherwise establish a basis for exemption, or (2) is described in certain other categories of persons. However, U.S. Holders that are corporations generally are excluded from these information reporting and backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability if the required information is furnished by the U.S. Holder on a timely basis to the IRS.

Foreign Account Tax Compliance Act

The Foreign Account Tax Compliance Act (“FATCA”) generally imposes withholding tax at a rate of 30% on dividends on and gross proceeds from the sale or other disposition of our securities that are beneficially owned by certain U.S. persons where held in a “foreign financial institution” (as specially defined under those rules), unless such institution enters into an agreement with the U.S. government to, among other things, withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding the U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners), or otherwise establishes an exemption. If a U.S. Holder holds Common Stock in a foreign financial institution, they should obtain specific advice from an expert on the implications of FATCA.

Consequences to Non-U.S. Holders

The following is a summary of the material U.S. federal income tax considerations for non-U.S. holders relating to the purchase, ownership and disposition of the Common Stock comprising the shares purchased in this offering. A “non-U.S. holder” is a beneficial owner of our securities (other than a partnership or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that, for U.S. federal income tax purposes, is not a U.S. holder. This summary is for general information purposes only and does not purport to be a complete analysis of all the potential tax considerations.

Distributions

Subject to the discussion below regarding effectively connected income, any dividend (including any taxable constructive stock dividend) paid to a non-U.S. holder generally will be subject to U.S. withholding tax either at a rate of 30% of the gross amount of the dividend, or such lower rate as may be specified by an applicable income tax treaty. In order to receive a reduced treaty rate, a non-U.S. holder must provide us with an IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Form W-8 properly certifying qualification for the reduced rate. These forms must be updated periodically. A non-U.S. holder eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. If a non-U.S. holder holds our securities through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required to provide appropriate documentation to the agent, which then may be required to provide certification to us or our paying agent, either directly or through other intermediaries.

Dividends received by a non-U.S. holder that are effectively connected with its conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States) are generally exempt from such withholding tax if the non-U.S. holder satisfies certain certification and disclosure requirements. In order to obtain this exemption, the non-U.S. holder must provide us with an IRS Form W-8ECI or other applicable IRS Form W-8 properly certifying such exemption. Such effectively connected dividends, although not subject to withholding tax, are taxed at the same graduated U.S. federal income tax rates applicable to U.S. holders, net of certain deductions and credits. In addition, dividends received by a corporate non-U.S. holder that are  effectively connected with its conduct of a U.S. trade or business may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty. Non-U.S. holders should consult their own tax advisors regarding any applicable tax treaties that may provide for different rules.

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Gain on Sale, Exchange or Other Taxable Disposition of Common Stock

Subject to the discussion below regarding backup withholding and foreign accounts, a non-U.S. holder generally will not be required to pay U.S. federal income tax on any gain realized upon the sale, exchange or other taxable disposition of our Common Stock unless:

·

the gain is effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, the gain is attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States);

·

the non-U.S. holder is a non-resident alien individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs, and certain other conditions are met; or

·

shares of our Common Stock constitute U.S. real property interests by reason of our status as a “United States real property holding corporation” (a USRPHC) for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding the non-U.S. holder’s disposition of, or the non- U.S. holder’s holding period for, our Common Stock.

We believe that we are not currently and will not become a USRPHC for U.S. federal income tax purposes, and the remainder of this discussion so assumes. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future. Even if we become a USRPHC, however, as long as our Common Stock is regularly traded on an established securities market, such Common Stock will e treated as U.S. real property interests only if the non-U.S. holder actually or constructively holds more than five percent of such regularly traded Common Stock at any time during the shorter of the five-year period preceding the non-U.S. holder’s disposition of, or the non-U.S. holder’s holding period for, our Common Stock.

If the non-U.S. holder is described in the first bullet above, they will be required to pay tax on the net gain derived from the sale, exchange or other taxable disposition under regular graduated U.S. federal income tax rates, and a corporate non-U.S. holder described in the first bullet above also may be subject to the branch profits tax at a rate of 30%, or such lower rate as may be specified by an applicable income tax treaty. An individual non-U.S. holder described in the second bullet above will be required to pay a flat 30% tax (or such lower rate specified by an applicable income tax treaty) on the gain derived from the sale, exchange or other taxable disposition, which gain may be offset by U.S. source capital losses for the year (provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses). Non-U.S. holders should consult their own tax advisors regarding any applicable income tax or other treaties that may provide for different rules.

Backup Withholding and Information Reporting

Generally, we must report annually to the IRS the amount of dividends paid to you, your name and address, and the amount of tax withheld, if any. A similar report will be sent to you. Pursuant to applicable income tax treaties or other agreements, the IRS may make these reports available to tax authorities in your country of residence.

Payments of dividends on or of proceeds from the disposition of our securities made to you may be subject to backup withholding unless you establish an exemption, for example, by properly certifying your non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E or other applicable IRS Form W-8. Notwithstanding the foregoing, backup withholding may apply if either we or our paying agent has actual knowledge, or reason to know, that you are a U.S. person. Backup withholding is not an additional tax; rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may generally be obtained from the IRS, provided that the required information is furnished to the IRS in a timely manner.

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UNDERWRITING

Alexander Capital, L.P. is acting as the sole book running manager of the offering, and we intend to enter into an underwriting agreement with them as representative of the underwriters named below. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to each underwriter named below, and each underwriter named below will severally agree to purchase, at the initial public offering price less the underwriting discounts set forth on the cover page of this prospectus, the number of shares of common stock listed next to its name in the following table:

Name of Underwriter

Number of Shares

Alexander Capital, L.P.

Revere Securities LLC

Total

The underwriters will commit to purchase all the shares of common stock offered by us other than those covered by the option to purchase additional shares described below, if they purchase any shares. The obligations of the underwriters may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the underwriters’ obligations will be subject to customary conditions, representations and warranties contained in the underwriting agreement, such as receipt by the underwriters of officers’ certificates and legal opinions.

We intend to agree to indemnify the underwriters against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect thereof.

The underwriters are offering the shares of common stock, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel and other conditions specified in the underwriting agreement. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Over-allotment Option

We intend to grant the underwriters an over-allotment option. This option, which is exercisable for up to 45 days after the date of this prospectus, permits the underwriters to purchase a maximum of 360,000 additional shares of common stock (15% of the shares sold in this offering) from us. If the underwriters exercise all or part of this option, it will purchase shares covered by the option at the initial public offering price per share that appears on the cover page of this prospectus, less the underwriting discounts and commissions. If this option is exercised in full, the total offering proceeds will be $13,800,000 and the total net proceeds, before expenses, to us will be $12,558,000.

Discount

The following table shows the initial public offering price, underwriting discount and proceeds, before expenses, to us. The information assumes either no exercise or full exercise by the underwriters of their over-allotment option.

 

 

Per Share

 

 

Total

Without

Over-

Allotment

Option

 

 

Total

With

Over-

Allotment

Option

 

Public offering price

 

$5.00

 

 

$12,000,000

 

 

$13,800,000

 

Underwriting discount (9%)

 

$0.45

 

 

$1,080,000

 

 

$1,242,000

 

Proceeds, before expenses, to us

 

$4.55

 

 

$10,920,000

 

 

$12,558,000

 

The underwriters propose to offer the shares offered by us to the public at the initial public offering price per share set forth on the cover page of this prospectus. In addition, the underwriters may offer some of the shares to other securities dealers at such price less a concession of 4% per share. If all of the shares offered by us are not sold at the initial public offering price per share, the underwriters may change the offering price per share and other selling terms by means of a supplement to this prospectus.

We will pay the out-of-pocket accountable expenses of the underwriters in connection with this offering. The underwriting agreement, however, provides that in the event the offering is terminated, any advance expense deposits paid to the underwriters will be returned to the extent that offering expenses are not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

77

We intend to agree to pay the underwriters’ non-accountable expenses allowance equal to 1% of the initial public offering price of the shares (excluding shares that we may sell to the underwriters to cover over-allotments). We also intend to agree to pay the underwriters’ expenses relating to the offering, including (a) all filing fees incurred in clearing this offering with FINRA; (b) fees, expenses and disbursements relating to background checks of our officers and directors; (c) all fees, expenses and disbursements relating to the registration, qualification or exemption of securities offered under the securities laws of foreign jurisdictions designated by the underwriters; (d) stock transfer and/or stamp taxes, if any, payable upon the transfer of shares of our common stock to the underwriters; (e) the costs associated with bound volumes of the initial public offering materials as well as Lucite cube mementos; (f) the cost associated with the underwriter’s use of book-building and compliance software for the offering, (g) the underwriters’ actual accountable road show expenses for the offering; and (h) up to $75,000 for the fees of the underwriters’ counsel; provided, the maximum amount we have agreed to pay the underwriters for items (b), (e), (f), (g) and (h) above is $175,000. We have agreed to pay an expense deposit of $25,000, the “Advance,” to the representative, which will be applied against the out-of-pocket accountable expenses that will be payable by us to the underwriters in connection with this offering. Any portion of the Advance will be returned to us in the event it is not actually incurred.

We have not adoptedgranted to the Representative a right of first refusal to act as sole investment banker, sole book-runner and/or sole underwriter in connection with any stock option,public underwriting or private placement of debt or equity or other incentive equity plan and have no immediate planssecurities until 12 months after completion of this offering, subject to do so.




42



Indemnification For Securities Act Liabilities


Limitation On Directors' Liability


certain exceptions.

  Our certificate

We estimate that the total expenses of incorporationthe offering payable by us, excluding underwriting discounts and commissions, will be approximately $175,000.

Discretionary Accounts

The underwriters do not intend to confirm sales of the securities offered hereby to any accounts over which they have discretionary authority.

Representatives Warrants

We have agreed to issue to the Representative or its designees Representative’s Warrants to purchase up to a total of 8% of the shares of common stock sold in this offering (excluding the shares sold through the exercise of the over-allotment option). The Representative’s Warrants are expected to be exercisable at $6.00 per share (120% of the initial public offering price of $5.00 per share) at any time, and from time to time, in whole or in part, during the four and a half year period commencing 180 days from the effective date of the registration statement of which this prospectus is a part (the “Commencement Date”), which period is in compliance with FINRA Rule 5110(e)(1).  The Representative’s Warrants expire on a date which is no more than five (5) years from the Commencement Date in compliance with FINRA Rule 5110. The Representative’s Warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA. The underwriters (or their permitted assignees under the Rule) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will it engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of one year from the Commencement Date. In addition, the Representative’s Warrants provide for “piggy-back” registration rights with respect to the shares underlying the warrants, exercisable in certain cases for a period of no more than seven (7) years from the Commencement Date and limits the liabilitynumber of a director for monetary damages for his conductshares issuable upon exercise of such warrant to 4.99%/9.99% of the Company’s outstanding shares of common stock, as a director, except for:


*

Any breach of the duty of loyalty to us or our stockholders,

*

Acts or omissions not in good faith or that involved intentional misconduct or a knowing   

violation of law,

*

Dividends or other distributions of corporate assets from which the director derives an

improper personal benefit.

*

Liability under federal securities law


applicable, pursuant to the terms of such warrant. We will bear all fees and expenses attendant to registering the securities issuable on exercise of the Representative’s Warrants other than underwriting commissions incurred and payable by the holders. The effectexercise price and number of these provisions is to eliminate our right andshares issuable upon exercise of the right of our stockholders (through stockholder's derivative suits on our behalf) to recover monetary damages against a director for breach of his fiduciary duty of care as a director, except for the acts described above.  These provisions do not limit or eliminate our right or the right of a stockholder to seek non-monetary relief, such as an injunction or rescission,Representative’s Warrants may be adjusted in certain circumstances including in the event of a breach of a director's duty of care.  stock dividend, extraordinary cash dividend or our recapitalization, reorganization, merger or consolidation.


78

Lock-Up Agreements

Our certificateofficers and directors and certain holders of incorporation5% or more of our shares of outstanding common stock intend to agree to be subject to a lock-up for 180 days following the date of closing of the offering pursuant to this prospectus. This means that, during the lock-up period, these persons may not offer for sale, contract to sell, sell, distribute, grant any option, right or warrant to purchase, pledge, hypothecate or otherwise dispose of, directly or indirectly, any shares of our common stock or any securities convertible into, or exercisable or exchangeable for, shares of our common stock, subject to certain customary exceptions. We also providesintend to agree, in the underwriting agreement, to lock-up restrictions on the issuance and sale of any shares of our common stock or any securities convertible into, or exercisable or exchangeable for, shares of our common stock for 180 days following the date of closing of the offering pursuant to this prospectus, subject to certain customary exceptions, without the consent of the representative. The representative may, in its sole discretion and without notice, waive the terms of any of these lock-up agreements.

Electronic Offer, Sale and Distribution of Shares

A prospectus in electronic format may be made available on the websites maintained by the underwriters, if any, participating in this offering and the underwriters participating in this offering may distribute prospectuses electronically. The underwriters may agree to allocate a number of shares for sale to its online brokerage account holders. Internet distributions will be allocated by the underwriters that will make internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the Registration Statement of which this prospectus forms a part, has not been approved or endorsed by us or the underwriters in their capacity as underwriters, and should not be relied upon by investors.

Stabilization

In connection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate-covering transactions, penalty bids and purchases to cover positions created by short sales.

Stabilizing transactions permit bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum and are engaged in for the purpose of preventing or retarding a decline in the market price of the shares while the offering is in progress.

Over-allotment transactions involve sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any short position by exercising their over-allotment option and/or purchasing shares in the open market.

Syndicate covering transactions involve purchases of shares in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared with the price at which they may purchase shares through exercise of the over- allotment option. If the underwriters sell more shares than could be covered by exercise of the over-allotment option and, therefore, have a naked short position, the position can be closed out only by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the shares in the open market that could adversely affect investors who purchase in the offering.

Penalty bids permits the underwriters to reclaim a selling concession from a syndicate member when the shares originally sold by that syndicate member are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our shares of common stock or preventing or retarding a decline in the market price of our shares of common stock. As a result, the price of our common stock or warrants in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we shall indemnify,nor the underwriters make any representation or prediction as to the full extent permitted by Delaware law, anyeffect that the transactions described above may have on the price of our directors, officers, employeescommon stock. These transactions may be effected on the Nasdaq Capital Market, in the over-the-counter market or agents who are made,otherwise and, if commenced, may be discontinued at any time.

79

Passive Market Making

In connection with this offering, the underwriters may engage in passive market making transactions in our common stock on the Nasdaq Capital Market in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or threatened to be made, a party to a proceeding by reasonsales of the factshares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that hesecurity. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.

Indemnification

We have agreed to indemnify the underwriters and selected dealers against certain liabilities, including certain liabilities arising under the Securities Act, or sheto contribute to payments that the underwriters or selected dealers may be required to make for these liabilities.

Other Relationships

The underwriters and their affiliates have in the past and may in the future provide various investment banking, commercial banking and other financial services for us and our affiliates for which they have received or may in the future receive customary fees. However, except as disclosed in this prospectus, we have no present arrangements with the underwriters for any further services.

Offer Restrictions Outside the United States

Other than in the United States, no action has been taken by us or the underwriters that would permit an initial public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or was one of our directors, officers, employeessold, directly or agents.  The indemnification is against judgments, penalties, fines, settlements, and reasonable expenses incurred by the personindirectly, nor may this prospectus or any other offering material or advertisements in connection with the proceeding ifoffer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful. 

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Section 1 of Article VI of our Articles of Incorporation provides that, to the fullest extent permitted by the General Corporation Law of the State of Delaware we will indemnify our officers and directors from and against any and all expenses, liabilities, or other matters.

Section 2 of Article VI of our Articles of Incorporation provides that, to the fullest extent permitted by law, no director or officer shall be personally liable to the corporation or its shareholders for damages for breach of any duty owed to the corporation or its shareholders.

Article XI of our Amended and Restated Bylaws further addresses indemnification of our directors and officers and allows us to indemnify our directors and officers in the event they meet certain standards are met.  criteria in terms of acting in good faith and in an official capacity within the scope of their duties, when such conduct leads them to be involved in a legal action.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons in accordance with theseof the small business issuer pursuant to the foregoing provisions, or otherwise, we havethe small business issuer has been advised that in the opinion of the SEC,Securities and Exchange Commission such indemnification for liabilities arising under the Securities Act of 1933 is against public policy as expressed in the Securities Act and is, therefore, unenforceable.







43



Certain Relationships and Related Transactions


Founders’ Stock


In March, 2004, the partners of Denver Image Magazine, Ltd., which first developed Image Magazine in 2000, transferred all of the assets associated with the magazine operations to Imagine Operations, Inc., a newly-formed corporation in exchange for 400,000 shares of common stock of Imagine Operations, Inc.  The partners of Denver Image Magazine, Ltd., were the following:


Gregory A. Bloom

80

56.25%

Roam Team Productions

43.75%


Concurrently, Imagine Holdings purchased 600,000 shares of Imagine Operations, Inc. for $75,000 cash consideration.  For no additional consideration, Gregory A. Bloom was also issued 50,000 shares of common stock of Imagine Holdings.AVAILABLE INFORMATION


Also effective March, 2004, the Company issued an aggregate of 500,000 shares of common stock for cash consideration of $0.10 per share, or a total of $50,000.  The shares were issued without registration under the Securities Act to the following investors:


Hangar Development Company

125,000

(1)

Webquest, Inc.

125,000

(2)

Golden Peak Capital, Inc.

75,000

(3)

Ferny Meadows, Inc.

50,000

(4)

Leonard Nacht

50,000

 

Sandra Kline

37,500

 

Patricia Lorie

37,500

 


(1)

Hangar Development Company is owned and controlled by John Overturf, Jr.

(2)

Webquest, Inc., is owned and controlled by Gina Garcia-Shaw.

(3)

Golden Peak Capital, Inc. is owned and controlled by Robert Hoffman.

(4)

Ferny Meadows, Inc., is owned and controlled by Lynn Nacht.


Bridge Loans and Debt Conversion


During 2005 and 2006, a group of investors extended working capital bridge loans to Imagine Holding in the aggregate principal amount of $157,650.  Those investors consisted of Prospector Capital, Inc., Hangar Development Company, John Overturf, Jr., Stephen Calandrella and Rockies Fund, Inc.  Those loans accrued interest at the rate of 12% per annum and were unsecured.  In July, 2006, $115,000 was paid from proceeds of the common stock offering completed in January 2006, with the remaining principal balances totaling $45,650 together with accrued interest of $22,522 was converted into an aggregate of 82,650 shares of common stock.  The debt was converted and the securities issued without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Act contained in Section 4(2).




44



Stock for Services


Effective July 1, 2006, the Company issued an aggregate of 35,000 shares to four persons, valued at $0.90 per share.  Among those receiving stock for services were Gregory A. Bloom, who received 10,000 shares; and, Gina Garcia-Shaw, who received 10,000 shares.  The other two persons were not affiliated with the Company.


Registered Intrastate Offering


During the year ended December 31, 2006, Imagine Holding completed an offering of common stock pursuant to a limited offering registration with the Colorado Division of Securities.  The shares offered were exempt from registration requirements under Section 3(b) of the Securities Act.  Pursuant to the Offering, the Company sold an aggregate of 300,000 shares of common stock for total gross Offering proceeds of $300,000.


From the proceeds of the Offering, the Company repaid debt to the following note holders:


Rockies Fund, Inc.

$18,700

Prospector Capital

$45,300

Hangar Development Company

$13,500

John Overturf, Jr.

$30,000

Stephen Calandrella

$  7,500

Concurrently with the foregoing debt repayment, the note holders converted principal of $45,650 and accrued interest in the aggregate amount of $22,522 into shares of common stock at a price of $0.825 per share.



45



Security Ownership of Management and Principal Stockholders


The following table sets forth information with respect to beneficial ownership of our common stock by:


*

each person who beneficially owns more than 5% of the common stock;

*

each of our executive officers named in the Management section;

*

each of our Directors; and

*

all executive officers and Directors as a group.  


The table sets forth our stock ownership as of June 1, 2008 , assuming the completion of the spin-off of our shares to the Imagine Holding shareholders.  Each person has sole voting and investment power with respect to the shares shown, except as noted.  


 

Amount and Nature of Beneficial Ownership

  

Name and Address

 

After Spin-off

of Beneficial Owner(1)

Number

 

Percent(2)

    

Gregory A. Bloom

60,000

 

6.04

    

Leonard Nacht

295 Main Street

Ruby Building # 210

Edwards, CO  81632

100,000

 

10.07



 


Gina Garcia-Shaw

7750 N. Union # 201

Colorado Springs, CO  80920

1 45 ,000

(8)

14.6

    

Ferny Meadows, Inc.

295 Main Street

Ruby Building # 210

Edwards, CO  81632

70,000

(3)

7.05

    

Golden Peak Capital, Inc.

75,000

(4)

7.55

    

Webquest, Inc.

7750 N. Union # 201

Colorado Springs, CO  80920

135,000

(5)

13.60

    

Hangar Development Company

7750 N. Union # 201

Colorado Springs, CO  80920

128,000

(6)

12.89

    




Prospector Capital

7750 N. Union # 201

Colorado Springs, CO  80920

122,950

(7)

12.39

Harlan Munn

5758 Singletree Lane
Parker, Colorado 80134

500

 

0.05

    

Mark Allen

6737 West Lakeside Drive

Littleton, CO 80125

0

 

0

    

All officers and directors

 as a group (three persons)


60,500

 


6.09%


____________________________

(1)

Unless otherwise stated, address is 1150 Sherman Street # 307, Denver, CO  80203

(2)

Percentages calculated based upon 992,650 shares issued and outstanding. Under SEC Rules, we include in the number of shares owned by each person the number of shares issuable under outstanding options or warrants if those options or warrants are exercisable within 60 days of the date of this prospectus.  In calculating percentage ownership, we calculate the ownership of each person who owns exercisable options by adding (i) the number of exercisable options for that person only to (ii) the number of total shares outstanding and dividing that result into (iii) the total

number of shares and exercisable options owned by that person.

(3)

Ferny Meadows, Inc. is owned and controlled by Lynn Nacht.

(4)

Golden Peak Capital, Inc., is owned and controlled by Robert Hoffman.

(5)

Webquest, Inc., is owned and controlled by Gina Garcia-Shaw

(6)

Hangar Development Company is owned and controlled by John Overturf, Jr.

(7)

Prospector Capital is owned and controlled 50% by John Overturf, Jr. and 50% by Dorothy Calandrella.

(8)

Includes 135,000 shares beneficially owned by Webquest, Inc., which is owned and controlled by Mrs. Garcia-Shaw.



47



Federal Income Tax Considerations


General


The following discusses U.S. federal income tax consequences of the spin-off transactions to Imagine Holding stockholders who hold Imagine Holding common stock as a capital asset.  The discussion which follows is based on the Internal Revenue Code, Treasury Regulations issued under the Internal Revenue Code, and judicial and administrative interpretations of the Code, all as in effect as of the date of this Prospectus, all of which are subject to change at any time, possibly with retroactive effect. This summary is not intended as a complete description of all tax consequences of the spin-off, and in particular may not address U.S. federal income tax considerations applicable to Imagine Holding stockholders who are subject to special treatment under U.S. federal income tax law.  Stockholders subject to special treatment include, for example:


*

foreign persons (for income tax purposes, a non-U.S. person is a person who is not a citizen or a resident of the United States, or an alien individual who is a lawful permanent resident of the United States, or meets the substantial presence residency test under the federal income tax laws, or a corporation, partnership or other entity that is not organized in or under the laws of the United States or any state thereof or the District of Columbia),

*

financial institutions,

*

dealers in securities,

*

traders in securities who elect to apply a market-to-market method of accounting,

*

insurance companies,

*

tax-exempt entities,

*

holders who acquire their shares pursuant to the exercise of employee stock options or other compensatory rights, and

*

holders who hold Guardian common stock as part of a hedge, straddle, conversion or constructive sale.


Further, no information is provided in this Prospectus with respect to the tax consequences of the spin-off under applicable foreign or state or local laws.  


Imagine stockholders are urged to consult with their tax advisors regarding the tax consequences of the spin-off to them, as applicable, including the effects of U.S. federal, state, local, foreign and other tax laws.


We have not requested and do not intend to request a ruling from the Internal Revenue Service or an opinion of tax counsel that the distribution will qualify as a tax-free spin-off under U.S. tax laws.  This is because under Section 355 of the Internal Revenue Code, one of the requirements under the



48



U.S. tax laws for the transaction to constitute a tax-free spin-off is that Imagine Holding would need to, as the distributing corporation, be engaged immediately after the distribution in the active conduct of a trade or business that has been actively conducted throughout the five year period immediately preceding the date of distribution.   As this is not the case, we believe that the distribution will not qualify as a tax-free distribution.


Based upon the assumption that the spin-off fails to qualify as a tax-free distribution under Section 355 of the Code, then each Imagine Holding stockholder receiving our shares of common stock in the spin-off generally would be treated as if such stockholder received a taxable distribution in an amount equal to the fair market value of our common stock when received.  This would result in:


*

a dividend to the extent paid out of Imagine Holding current and accumulated earnings and profits at the end of the year in which the spin-off occurs; then

*

a reduction in your basis in Imagine Holding common stock to the extent that the fair market value of our common stock received in the spin-off exceeds your share of the dividend portion of the distribution referenced above; and then

*

gain from the sale or exchange of Imagine Holding common stock to the extent the amount received exceeds the sum of the portion taxed as a dividend and the portion treated as a reduction in basis.

*

each shareholder's basis in our common stock will be equal to the fair market value of such stock at the time of the spin-off.  If a public trading market for our common stock develops, we believe that the fair market value of the shares will be equal to the public trading price of the shares on the distribution date.  However, if a public trading market for our shares does not exist on the distribution date, other criteria will be used to determine fair market value, including such factors as recent transactions in our shares, our net book value and other recognized criteria of value.  


Following completion of the distribution, information with respect to the allocation of tax basis among Imagine Holding and our common stock will be made available to the holders of Imagine Holding common stock.


The distribution of our common shares in the spin-off will be treated by Imagine Holding in the same manner as any other distribution of cash or property that Imagine Holding may make.  Imagine Holding will recognize gain from the distribution of our common shares equal to the excess, if any, of the fair market value of our common shares that Imagine Holding distributes, over Imagine Holding’s tax basis in those shares.




49



Back-up Withholding Requirements


U.S. information reporting requirements and back-up withholding may apply with respect to dividends paid on and the proceeds from the taxable sale, exchange or other disposition of our common stock unless the stockholder:


*

is a corporation or comes within certain other exempt categories and, when required, demonstrates these facts; or

*

provides a correct taxpayer identification number, certifies that there has been no loss of exemption from back-up withholding and otherwise complies with applicable requirements of the back-up withholding rules.


A stockholder who does not supply Imagine with his, her or its correct taxpayer identification number may be subject to penalties imposed by the I.R.S.  Any amount withheld under these rules will be creditable against the stockholder's federal income tax liability.  Stockholders should consult their tax advisors as to their qualification for exemption from back-up withholding and the procedure for obtaining such exemption.  If information reporting requirements apply to the stockholder, the amount of dividends paid with respect to the stockholder's shares will be reported annually to the I.R.S. and to the stockholder.


Federal Securities Laws Consequences


Imagine Media’s common stock distributed to Imagine Media stockholders in the spin-off will be freely transferable under the Securities Act, except for securities received by persons who may be deemed to be affiliates of Imagine Media under Securities Act rules.  Persons who may be deemed to be affiliates of Imagine Media after the spin-off generally include individuals or entities that control, are controlled by or are under common control with Imagine Media, such as our directors and executive officers.  Persons who are affiliates of Imagine Media generally will be permitted to sell their shares of Imagine Media common stock received in the spin-off only pursuant to Rule 144 under the Securities Act. However, because the shares received in the spin-off are not restricted securities, the holding period requirement of Rule 144 will not apply.  As a result, Imagine Media common stock received by Imagine Media affiliates pursuant t o the spin-off may be sold if certain provisions of Rule 144 under the Securities Act are complied with.




50



Description of Securities


We are authorized to issue up to 100,000,000 shares of $0.00001 par value common stock and 25,000,000 shares of $0.00001 par value preferred stock.  As of June 1, 2008, 992,650 shares of common stock and no shares of preferred stock were issued and outstanding.  Before the spin-off, we had a total of one stockholder of record.  Following the spin-off, we believe that there will be approximately 76 stockholders of record, based upon the number of record holders of Imagine Holding’s common shares as of the record date.  All of our common shares distributed in the spin-off will be duly authorized, fully paid and nonassessable.  


Common Stock


Our authorized common stock consists of 100,000,000 shares of common stock


Each holder of common stock is entitled to one vote for each share held of record.  There is no right to cumulative voting of shares for the election of directors.  The shares of common stock are not entitled to pre-emptive rights and are not subject to redemption or assessment.  Each share of common stock is entitled to share ratably in distributions to stockholders and to receive ratably such dividends as may be declared by our Board of Directors out of funds legally available therefor.  Upon our liquidation, dissolution or winding up, the holders of common stock are entitled to receive, pro-rata, our assets which are legally available for distribution to stockholders.  The issued and outstanding shares of common stock are validly issued, fully paid and non-assessable.


Preferred Stock


We are authorized to issue up to 25,000,000 shares of $0.00001 par value preferred stock.  Our preferred stock can be issued in one or more series as may be determined from time-to-time by our Board of Directors.  In establishing a series our Board of Directors shall give to it a distinctive designation so as to distinguish it from the shares of all other series and classes, shall fix the number of shares in such series, and the preferences, rights and restrictions thereof.  All shares of any one series shall be alike in every particular.  Our Board of Directors has the authority, without stockholder approval, to fix the rights, preferences, privileges and restrictions of any series of preferred stock including, without limitation:  


*

The rate of distribution,

*

The price at and the terms and conditions on which shares shall be redeemed,

*

The amount payable upon shares for distributions of any kind,

*

sinking fund provisions for the redemption of shares,

*

the terms and conditions on which shares may be converted if the shares of any series are issued with the privilege of conversion, and

*

voting rights except as limited by law.


Although we currently do not have any plans to issue shares of preferred stock or to designate any series of preferred stock, there can be no assurance that we will not do so in the future.  As a result, we could authorize the issuance of a series of preferred stock which would grant to holders preferred rights to our assets upon liquidation, the right to receive dividend coupons before dividends would be declared to common stockholders, and the right to the redemption of such shares, together with a premium, prior to the redemption to common stock.  Our common stockholders have no redemption



51



rights.  In addition, our Board could issue large blocks of voting stock to fend off unwanted tender offers or hostile takeovers without further stockholder approval.


Anti-takeover Effects of Certain Provisions of Our Certificate of Incorporation and Delaware Law


We are subject to Section 203 of the Delaware General Corporation Law, an anti-takeover law.  In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the "business combination" or the transaction in which the person became an "interested stockholder" is approved in a prescribed manner.  Generally, a "business combination" includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder.  Generally, an "interested stockholder" is a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status, did own) 15% or more of the corporati on's voting stock.  The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by the board of directors, including discouraging takeover attempts that might result in a premium over the market price for the shares of common stock held by stockholders.


Transfer Agent, Warrant Agent and Registrar


The transfer agent and registrar for our common stock is Corporate Stock Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado  80209.


Reports to Stockholders


We intend to furnish annual reports to stockholders which will include audited financial statements reported on by our independent certified public accountants.  In addition, we will issue unaudited quarterly or other interim reports to stockholders as we deem appropriate.


Legal Matters


The validity of the issuance of the shares we are offering will be passed upon for us by Clifford L. Neuman, P.C, Boulder, Colorado.  


Experts


The consolidated financial statements of Imagine Media, Ltd., as of and for the years ended December 31, 200 7 and 2006 included herein and elsewhere in the Registration Statement have been audited by Cordovano and Honeck, LLP, independent certified public accountants, to the extent set forth in their report appearing herein and elsewhere in the Registration Statement.  Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in auditing and accounting.




Where You Can Find More Information


You may read and copy any document we file at the Commission's Public Reference Rooms in Washington, D.C.  Please call the Commission at 1-800-SEC-0330 for further information on the Public Reference Rooms.  You can also obtain copies of our Commission filings by going to the Commission's website athttp://www.sec.gov.


We have filed with the CommissionSEC a Registration Statement on Form S-1 under the Securities Act of 1933, as amended, to sell the Common Stock discussed therein, and to register the shares of our common stock to be distributed inunderlying the Spin-Off.convertible debentures and warrants held by the Selling Securityholders. This prospectus, iswhich constitutes a part of thatthe Registration Statement and, as permitted by the Commission's rules,on Form S-1, does not contain all of the information set forth in the Registration Statement.Form S-1 or the exhibits filed therewith. For further information about us orand our common stock, you may referreference is made to our filings with the SEC since we are subject to the Registrationreporting requirements of the Securities Exchange Act of 1934, as amended. Statements contained in this Offering Statement regarding the contents of any contract or any other document that is filed as an exhibit to this Offering Statements are not necessarily complete, and in each instance we refer you to the exhibitscopy of such contract or other document filed as an exhibit to our filings. A copy of the our filings with the SEC may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, NE, Washington, DC 20549, and copies of all or any part of the Registration Statement.


We are not currently subject toregistration statement may be obtained from that office upon the informational filing requirementspayment of the Exchange Act.  However, asfees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains a result of this offering, we will become subject to these requirementswebsite that contains reports, proxy and will file periodic reports, including annual reports containing audited financial statements, reports containing unaudited interim financial statements, quarterly and special reports, proxyinformation statements and other information regarding registrants that file electronically with the Commission.  We will provide without charge to each person who receives this prospectus copiesSEC. The address of the website is www.sec.gov.

EXPERTS

The financial statements of SOBR SAFE, Inc. as of December 31, 2021 and 2020, and for the years then ended, have been included herein in reliance upon the reports of Macias, Gini, & O’Connell, LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

LEGAL MATTERS

The validity of our reports and other information which we file with the Commission.  Your requestsecurities offered hereby will be passed upon for this information should be directed to our President, Gregory A. Bloom at our corporate office in Denver, CO.  You can also review this information at the public reference roomsus by The Law Offices of Craig V. Butler, Irvine, California. The principal of the CommissionLaw Offices of Craig V. Butler, Mr. Craig V. Butler owns 25,056 shares of our common stock, stock options under our 2019 Equity Incentive Plan to acquire 26,440 shares of our common stock at an exercise price $0.7902 per share, and on16,667 restricted stock units under our 2019 Equity Incentive Stock Plan, which will vest upon the Commission's websiteearlier of (a) the expiration of any lock-up period that includes any of our securities owned by the Advisor after the uplist of the Corporation to a national exchange (NASDAQ, NYSE, etc.) or (b) January 1, 2023.  Lucosky Brookman LLP, Iselin, New Jersey is acting as described above.counsel for the representative of the underwriters with respect to the offering.



















IMAGINE MEDIA, LTD.

And Subsidiary


FINANCIAL STATEMENTS
















INDEX TO FINANCIAL STATEMENTS


81

PAGE

FINANCIAL STATEMENTS

The included financial statements have not been adjusted for the planned 1-for-3 reverse stock split.

Index to Financial Statements

Report of Independent Registered Public Accounting Firm

F-3

Independent Auditors’ Reports

F-2

Consolidated Balance Sheets at March 31, 2008 (Unaudited) andof SOBR SAFE, Inc. as of December 31, 20072021 and 2020

F-4

F-5

Consolidated Statements of Operations of SOBR SAFE, Inc. for the three months ended March 31, 2008 (Unaudited) and 2007 (Unaudited) and for the years endedYears Ended December 31, 20072021 and 20062020

F-5

F-6

Consolidated Statements of Changes in Shareholders'Stockholders’ Equity (Deficit) from January 1, 200 6 throughof SOBR SAFE, Inc. for the Years Ended December 31, 200 72021 and for the three months ended March 31, 2008 (Unaudited)2020


F-6F-7

Consolidated Statements of Cash Flows of SOBR SAFE, Inc. for the three months ended March 31, 2007 (Unaudited) and 2006 (Unaudited) and for the years endedYears Ended December 31, 20072021 and 20062020

F-7

Notes to Consolidated Financial Statements

F-8

Notes to Financial Statements

F-9

F-1

Table of Contents



Report of Independent Registered Public Accounting Firm


(PCAOB Number 324)







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



TheTo the Board of Directors and Shareholdersof SOBR Safe, Inc.

Imagine Media, Ltd. and subsidiary

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheetssheet of Imagine Media, Ltd.SOBR Safe, Inc. and its subsidiarySubsidiaries (the “Company”) as of December 31, 20072021 and 2006,2020 and the related consolidated statements of operations, changes in shareholders’stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a working capital deficit and stockholders’ deficit, and in all likelihood, will be required to make significant future expenditures in connection with continuing marketing efforts along with general and administrative expenses. As of December 31, 2021, the Company has an accumulated deficit of approximately $57,472,000. During the year ended December 31, 2007 and 2006.   2021, the Company also experienced negative cash flows from operating activities of approximately $3,688,000. It appears these principal conditions or events, considered in the aggregate, indicate it is probable that the entity will be unable to meet its obligations as they become due within one year after the date the financial statements are issued. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audits.audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. OurAs part of our audit included considerationwe are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provideaudit provides a reasonable basis for our opinion.


In our opinion,Critical Audit Matter

The critical audit matter communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Fair Value of Derivative Liability

As of December 31, 2021, the Company has a derivative liability balance of $1,040,000 and recorded a loss from change in fair value of derivative liabilities of $60,000 during the year ended December 31, 2021. The derivative liability activity comes from convertible notes payable. The Company analyzed the conversion features and warrants of the various note agreements for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes payable are subject to a variable conversion rate. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company has bifurcated the conversion feature of the notes and recorded a derivative liability.

Auditing the Company’s valuation of this derivative is challenging as the Company uses complex valuation methodologies that incorporate significant assumptions which include the discount rate and forecasted volatility of the Company’s common stock price. The valuation includes assumptions about economic and market conditions with uncertain future outcomes.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included obtaining an understanding of the Company’s controls relating to the valuation of the derivative liability, such as management’s review of the valuation models, the underlying assumptions used in the model and the related accounting conclusions.

To test the valuation of the derivative liability, our audit procedures included, among others, evaluating the methodologies used in the valuation model and testing the significant assumptions. For example, we compared the discount rate that was adjusted for the Company’s credit risk to the interest rates on comparable debt instruments, and we compared the forecasted volatility of the Company’s common stock price to its historical volatility. We also assessed the completeness and accuracy of the underlying data. We involved professionals with specialized skill and knowledge to assist in our evaluation of the significant assumptions and methodologies used by the Company. Lastly, we also evaluated the Company’s financial statement disclosures related to these matters.

We have served as SOBR Safe, Inc.’s auditor since 2018.

/s/ Macias Gini & O’Connell LLP

Irvine, CA

March 11, 2022

F-2

Table of Contents

SOBR SAFE, Inc.

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

$882,268

 

 

$232,842

 

Inventory

 

 

39,461

 

 

 

0

 

Prepaid expenses

 

 

12,553

 

 

 

115,230

 

Total current assets

 

 

934,282

 

 

 

348,072

 

 

 

 

 

 

 

 

 

 

SOBR Safe Intellectual Technology, net of accumulated amortization of $610,318 and $224,854 at December 31, 2021 and December 31, 2020, respectively

 

 

3,244,357

 

 

 

3,629,821

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

30,576

 

 

 

8,680

 

Total Assets

 

$4,209,215

 

 

$3,986,573

 

 

 

 

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$270,150

 

 

$101,308

 

Accrued expenses

 

 

463,900

 

 

 

313,035

 

Accrued interest payable

 

 

252,110

 

 

 

134,444

 

Related party payables

 

 

82,883

 

 

 

28,624

 

Common stock subscriptions payable

 

 

0

 

 

 

253,685

 

Derivative liability

 

 

1,040,000

 

 

 

0

 

Convertible debenture payable

 

 

 

 

 

 

 

 

* Includes unamortized debt discount related to warrants, beneficial conversion feature and embedded conversion feature of $1,291,882 and none at December 31, 2021 and December 31, 2020, respectively

 

 

1,756,899*

 

 

0

 

Current portion notes payable - related parties

 

 

11,810

 

 

 

11,810

 

Current portion notes payable - non-related parties

 

 

104,183

 

 

 

79,183

 

Total current liabilities

 

 

3,981,935

 

 

 

922,089

 

 

 

 

 

 

 

 

 

 

Notes payable -related parties-less current portion

 

 

 

 

 

 

 

 

* Includes unamortized debt discount related to warrants and beneficial conversion features of $645,547 and none at December 31, 2021 and December 31, 2020, respectively

 

 

354,453*

 

 

0

 

Notes payable -non-related parties-less current portion

 

 

 

 

 

 

 

 

* Includes unamortized debt discount related to warrants and beneficial conversion features of $648,580 and none at December 31, 2021 and December 31, 2020, respectively

 

 

356,420*

 

 

25,000

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

4,692,808

 

 

 

947,089

 

Stockholders' Equity (Deficit)

 

 

 

 

 

 

 

 

Preferred stock, $0.00001 par value; 19,300,000 shares authorized, no shares issued or outstanding as of December 31, 2021 and December 31, 2020

 

 

0

 

 

 

0

 

Series A Convertible Preferred stock, $0.00001 par value; 3,000,000 shares authorized, no shares issued or outstanding as of December 31, 2021 and December 31, 2020

 

 

0

 

 

 

0

 

Series A-1 Convertible Preferred stock, $0.00001 par value; 2,700,000 shares authorized, no shares issued or outstanding as of December 31, 2021 and December 31, 2020

 

 

0

 

 

 

0

 

Common stock, $0.00001 par value; 100,000,000 shares authorized; 26,335,665 and 25,922,034 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively

 

 

263

 

 

 

260

 

Additional paid-in capital

 

 

57,041,272

 

 

 

52,693,974

 

Accumulated deficit

 

 

(57,471,492)

 

 

(49,601,220)

Total SOBR Safe, Inc. stockholders' equity (deficit)

 

 

(429,957)

 

 

3,093,014

 

Noncontrolling interest

 

 

(53,636)

 

 

(53,530)

 

 

 

 

 

 

 

 

 

Total Stockholders' Equity (Deficit)

 

 

(483,593)

 

 

3,039,484

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity (Deficit)

 

$4,209,215

 

 

$3,986,573

 

The accompanying notes are an integral part of the consolidated financial statements.

F-3

Table of Contents

SOBR SAFE, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

For The Year Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

(as restated)

 

Revenues

 

$0

 

 

$0

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

General and administrative

 

 

3,882,706

 

 

 

2,003,107

 

Stock-based compensation expense

 

 

473,748

 

 

 

273,443

 

Research and development

 

 

1,198,780

 

 

 

633,050

 

Loss on disposal of property and equipment

 

 

0

 

 

 

39,434

 

Asset impairment adjustment

 

 

0

 

 

 

25,320,555

 

Total operating expenses

 

 

5,555,234

 

 

 

28,269,589

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(5,555,234)

 

 

(28,269,589)

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Loss on debt extinguishment, net

 

 

0

 

 

 

(224,166)

Gain (loss) on fair value adjustment - derivatives

 

 

(60,000)

 

 

60,650

 

Interest expense

 

 

(1,420,063)

 

 

(141,512)

Amortization of interest - beneficial conversion feature

 

 

(835,081)

 

 

(1,407,675)

Total other expense, net

 

 

(2,315,144)

 

 

(1,712,703)

 

 

 

 

 

 

 

 

 

Loss before provision for income taxes

 

 

(7,870,378)

 

 

(29,982,292)

 

 

 

 

 

 

 

 

 

Provision for income tax

 

 

0

 

 

 

0

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(7,870,378)

 

 

(29,982,292)

Net loss attributable to

 

 

 

 

 

 

 

 

noncontrolling interest

 

 

106

 

 

 

120

 

Net loss attributable

 

 

 

 

 

 

 

 

to SOBR Safe, Inc.

 

 

(7,870,272)

 

 

(29,982,172)

Dividends on convertible preferred stock

 

 

0

 

 

 

(107,880)

Net loss attributable to common stockholders

 

$(7,870,272)

 

$(30,090,052)

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

 

$(0.30)

 

$(1.95)

 

 

 

 

 

 

 

 

 

Weighted average number of

 

 

 

 

 

 

 

 

common shares outstanding

 

 

25,975,847

 

 

 

15,399,208

 

The accompanying notes are an integral part of the consolidated financial statements.

F-4

Table of Contents

SOBR SAFE, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Preferred Stock

 

 

 

 

 

 

 

Stockholders'

Equity (Deficit)

 

 

 

 

Total

 

 

 

 

 

Amount

 

 

 

 

Amount

 

 

Additional

 

 

Accumulated

 

 

SOBR

 

 

 

 

 

Stockholders'

 

 

 

Shares

 

 

($0.00001 Par)

 

 

Shares

 

 

($0.00001 Par)

 

 

Paid-in

Capital

 

 

Deficit

 

 

Safe,

Inc.

 

 

Noncontrolling

Interest

 

 

Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at January 1, 2020

 

 

6,452,993

 

 

$65

 

 

 

-

 

 

$0

 

 

$15,971,392

 

 

$(19,511,168)

 

$(3,539,711)

 

$(53,410)

 

$(3,593,121)

Common stock issued for compensation

 

 

1,025

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

20,800

 

 

 

0

 

 

 

20,800

 

 

 

0

 

 

 

20,800

 

Common stock issued for executive compensation

 

 

72,159

 

 

 

1

 

 

 

-

 

 

 

0

 

 

 

76,479

 

 

 

0

 

 

 

76,480

 

 

 

0

 

 

 

76,480

 

Common stock issued due to stock warrants exercise

 

 

454,097

 

 

 

4

 

 

 

-

 

 

 

0

 

 

 

65,724

 

 

 

0

 

 

 

65,728

 

 

 

0

 

 

 

65,728

 

Common stock issued for asset purchase

 

 

12,000,000

 

 

 

120

 

 

 

-

 

 

 

0

 

 

 

27,119,880

 

 

 

0

 

 

 

27,120,000

 

 

 

0

 

 

 

27,120,000

 

Common stock issued to settle accounts payable and accrued expenses

 

 

159,395

 

 

 

2

 

 

 

-

 

 

 

0

 

 

 

265,675

 

 

 

0

 

 

 

265,677

 

 

 

0

 

 

 

265,677

 

Common stock issued to settle related party payables

 

 

260,150

 

 

 

3

 

 

 

-

 

 

 

0

 

 

 

579,811

 

 

 

0

 

 

 

579,814

 

 

 

0

 

 

 

579,814

 

Common stock issued to settle related party debt

 

 

648,739

 

 

 

6

 

 

 

-

 

 

 

0

 

 

 

826,958

 

 

 

0

 

 

 

826,964

 

 

 

0

 

 

 

826,964

 

Common stock issued to settle non-related party debt

 

 

70,448

 

 

 

1

 

 

 

-

 

 

 

0

 

 

 

166,525

 

 

 

0

 

 

 

166,526

 

 

 

0

 

 

 

166,526

 

Common stock issued upon conversion of related party debt and accrued interest

 

 

3,103,028

 

 

 

31

 

 

 

-

 

 

 

0

 

 

 

1,551,483

 

 

 

0

 

 

 

1,551,514

 

 

 

0

 

 

 

1,551,514

 

Common stock issued upon conversion of convertible preferred stock to common stock

 

 

2,700,000

 

 

 

27

 

 

 

(2,700,000)

 

 

(27)

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Series A-1 Convertible Preferred stock issued for cash

 

 

-

 

 

 

0

 

 

 

2,700,000

 

 

 

27

 

 

 

2,699,973

 

 

 

0

 

 

 

2,700,000

 

 

 

0

 

 

 

2,700,000

 

Paid-in capital - fair value of stock options vested

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

239,476

 

 

 

0

 

 

 

239,476

 

 

 

0

 

 

 

239,476

 

Paid-in capital - fair value of stock warrants granted

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

915,124

 

 

 

0

 

 

 

915,124

 

 

 

0

 

 

 

915,124

 

Paid-in capital - gain on related party payables conversion

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

272,299

 

 

 

0

 

 

 

272,299

 

 

 

0

 

 

 

272,299

 

Paid-in capital - gain on related party debt conversion

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

124,291

 

 

 

0

 

 

 

124,291

 

 

 

0

 

 

 

124,291

 

Paid-in capital - loss on debt extinguishment

 

 

-

 

 

 

0

 

 

 

-

 

 

 

-

 

 

 

390,409

 

 

 

-

 

 

 

390,409

 

 

 

-

 

 

 

390,409

 

Paid-in capital - beneficial conversion feature

 

 

-

 

 

 

-

 

 

 

-

 

 

 

0

 

 

 

1,407,675

 

 

 

0

 

 

 

1,407,675

 

 

 

0

 

 

 

1,407,675

 

Dividends - Series A-1 Convertible Preferred stock

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

(107,880)

 

 

(107,880)

 

 

0

 

 

 

(107,880)

Net loss

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

0

 

 

 

(29,982,172)

 

 

(29,982,172)

 

 

(120)

 

 

(29,982,292)

Balances at December 31, 2020

 

 

25,922,034

 

 

$260

 

 

 

-

 

 

$0

 

 

$52,693,974

 

 

$(49,601,220)

 

$3,093,014

 

 

$(53,530)

 

$3,039,484

 

Common stock issued to settle dividends - Series A-1 Convertible Preferred stock

 

 

43,169

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

107,880

 

 

 

0

 

 

 

107,880

 

 

 

0

 

 

 

107,880

 

Common stock issued for facility lease

 

 

16,000

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

49,600

 

 

 

0

 

 

 

49,600

 

 

 

0

 

 

 

49,600

 

Common stock issued to settle common stock subscriptions payable

 

 

104,418

 

 

 

1

 

 

 

-

 

 

 

0

 

 

 

145,804

 

 

 

0

 

 

 

145,805

 

 

 

0

 

 

 

145,805

 

Common stock issued upon exercise of stock warrants

 

 

176,938

 

 

 

1

 

 

 

-

 

 

 

0

 

 

 

88,469

 

 

 

0

 

 

 

88,470

 

 

 

0

 

 

 

88,470

 

Common stock issued upon exercise of stock options

 

 

73,106

 

 

 

1

 

 

 

-

 

 

 

0

 

 

 

19,257

 

 

 

0

 

 

 

19,258

 

 

 

0

 

 

 

19,258

 

Paid-in capital - fair value of stock options and restricted stock units vested

 

 

-

 

 

 

0

 

 

 

-

 

 

 

0

 

 

 

1,087,318

 

 

 

0

 

 

 

1,087,318

 

 

 

-

 

 

 

1,087,318

 

Paid-in capital - relative fair value of stock warrants granted

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,939,756

 

 

 

-

 

 

 

1,939,756

 

 

 

-

 

 

 

1,939,756

 

Paid-in capital - beneficial conversion feature

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

909,214

 

 

 

-

 

 

 

909,214

 

 

 

-

 

 

 

909,214

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(7,870,272)

 

 

(7,870,272)

 

 

(106)

 

 

(7,870,378)

Balances at December 31, 2021

 

 

26,335,665

 

 

$263

 

 

 

-

 

 

$-

 

 

$57,041,272

 

 

$(57,471,492)

 

$(429,957)

 

$(53,636)

 

$(483,593)

The accompanying notes are an integral part of the consolidated financial statements.

F-5

Table of Contents

SOBR SAFE, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

For The Year Ended

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

Net loss

 

$(7,870,378)

 

$(29,982,292)

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

385,464

 

 

 

232,194

 

Loss on debt extinguishment, net

 

 

0

 

 

 

224,166

 

Loss on disposal of property and equipment

 

 

0

 

 

 

39,434

 

Change in fair value of derivative liability

 

 

60,000

 

 

 

(60,650)

Amortization of interest - conversion features

 

 

835,081

 

 

 

1,407,675

 

Amortization of interest

 

 

1,231,661

 

 

 

8,656

 

Stock warrants expense

 

 

0

 

 

 

219,670

 

Stock options expense

 

 

723,262

 

 

 

239,478

 

Stock-based compensation expense

 

 

473,748

 

 

 

54,283

 

Asset impairment adjustment

 

 

0

 

 

 

25,320,555

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Inventory

 

 

(39,461)

 

 

0

 

Prepaid expenses

 

 

42,585

 

 

 

3,515

 

Other assets

 

 

(21,896)

 

 

(8,680)

Accounts payable

 

 

168,842

 

 

 

113,158

 

Accrued expenses

 

 

150,865

 

 

 

(4,666)

Accrued interest payable

 

 

117,666

 

 

 

26,677

 

Related party payables

 

 

54,259

 

 

 

(24,706)

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

(3,688,302)

 

 

(2,191,533)

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

Proceeds from disposal of property and equipment

 

 

0

 

 

 

951

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

Proceeds from notes payable - related parties

 

 

1,030,000

 

 

 

0

 

Repayments of notes payable - related parties

 

 

(30,000)

 

 

0

 

Proceeds from notes payable - non-related parties

 

 

1,005,000

 

 

 

41,665

 

Proceeds from convertible debenture payable

 

 

2,500,000

 

 

 

0

 

Debt issuance costs

 

 

(275,000)

 

 

0

 

Proceeds from exercise of stock warrants

 

 

88,470

 

 

 

0

 

Proceeds from exercise of stock options

 

 

19,258

 

 

 

0

 

Proceeds from offering of preferred stock - related parties

 

 

0

 

 

 

1,700,000

 

Net cash provided by financing activities

 

 

4,337,728

 

 

 

1,741,665

 

 

 

 

 

 

 

 

 

 

Net Change In Cash

 

 

649,426

 

 

 

(448,917)

 

 

 

 

 

 

 

 

 

Cash At The Beginning Of The Period

 

 

232,842

 

 

 

681,759

 

 

 

 

 

 

 

 

 

 

Cash At The End Of The Period

 

$882,268

 

 

$232,842

 

 

 

 

 

 

 

 

 

 

Schedule Of Non-Cash Investing And Financing Activities:

 

 

 

 

 

 

 

 

Issuance of common stock for rent

 

$49,600

 

 

$-

 

Issuance of common stock for prior year accrued dividends

 

$107,880

 

 

$107,880

 

Issuance of common stock to settle prior year stock subscriptions payable

 

$145,805

 

 

$0

 

Intrinsic value-beneficial conversion feature

 

$909,214

 

 

$1,407,501

 

Relative fair value of stock warrants granted

 

$1,939,756

 

 

$0

 

Convertible debenture payable discount

 

$823,781

 

 

$0

 

Fair value of embedded conversion feature

 

$980,000

 

 

$0

 

Gain on related party payables converted to capital

 

$0

 

 

$272,299

 

Accounts payable and accrued expenses converted to capital

 

$0

 

 

$265,677

 

Related party payables converted to capital

 

$0

 

 

$579,814

 

Related party debt converted to capital after exercise of cashless stock warrants

 

$0

 

 

$65,728

 

Related party debt converted to capital

 

$0

 

 

$2,378,478

 

Non-related party debt converted to capital

 

$0

 

 

$166,526

 

Gain on related party debt converted to capital

 

$0

 

 

$124,291

 

Issuance of common stock, stock warrants and convertible note for asset purchase

 

$0

 

 

$29,222,955

 

Prepaid expenses with common shares

 

$0

 

 

$122,162

 

Shares issued for cash received in prior years

 

$0

 

 

$1,000,000

 

Shares issued for executive compensation in prior year

 

$-

 

 

$76,480

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$72,762

 

 

$1,979

 

Cash paid for income taxes

 

$0

 

 

$0

 

The accompanying notes are an integral part of the consolidated financial statements.

F-6

Table of Contents

SOBR SAFE, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

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

SOBR Safe, Inc. (“SOBR Safe”), formerly TransBiotec, Inc. was incorporated as Imagine Media LTD., in August, 2007 in the State of Delaware. A corporation also named TransBiotec, Inc. (“TransBiotec – CA”) was formed in the state of California July 4, 2004. Effective September 19, 2011 TransBiotec - DE was acquired by TransBiotec - CA in a transaction classified as a reverse acquisition as the shareholders of TransBiotec - CA retained the majority of the outstanding common stock of TransBiotec - DE after the share exchange. The consolidated financial statements represent the activity of TransBiotec - CA from July 4, 2004 forward, and the consolidated activity of TransBiotec - DE and TransBiotec - CA from September 19, 2011 forward. TransBiotec - DE and TransBiotec - CA are hereinafter referred to collectively as the “Company” or “We”. The Company has developed and plans to market and sell a non-invasive alcohol sensing system which includes an ignition interlock. The Company has not generated any revenues from its operations.

On March 23, 2020, the Company filed a Definitive 14C providing notice that the Board of Directors has recommended, and that holders of a majority of the voting power of the Company’s outstanding stock voted, to approve the following.

1.

To remove and re-elect four (4) directors to serve until the next Annual Meeting of Shareholders and thereafter until their successors are elected and qualified; and

2.

To approve an amendment to the Company’s Certificate of Incorporation to: (a) change the Company’s name to SOBR SAFE, Inc., (b) decrease the Company’s authorized common stock from 800,000,000 shares, par value $0.00001 to 100,000,000 shares, par value $0.00001, and (c) effect a reverse stock split of the Company’s outstanding common stock at a ratio between 1-for-32 and 1-for-35 (with the exact ratio to be determined by the directors in their sole discretion without further approval by the shareholders).

The above actions taken by the Company’s stockholders became effective on or about May 21, 2020. The effective dates of the above actions were June 5, 2020 and April 20, 2020, respectively, and the actual reverse stock split ratio was 1-for-33.26. All share and per share amounts have been adjusted in these consolidated financial statements to reflect the effect of the reverse stock split. 

Basis of Presentation

The accompanying audited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for the presentation of annual financial information.

In management’s opinion, the audited consolidated financial statements reflect all adjustments (including reclassifications and normal recurring adjustments) necessary to present fairly in all material respects, the financial position of Imagine Media, Ltd. and subsidiary as offor the years ended December 31, 20072021 and 2006,December 31, 2020, and the results of their operations and their cash flows for the years ended December 31, 20072021 and 2006 in conformity with accounting principles generally accepted in the United StatesDecember 31, 2020.

Principles of America.

Consolidation

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has incurred operating losses since inception, used significant cash in support of its operating activities and, based upon current operating levels, requires additional capital or significant restructuring to sustain its operations for the foreseeable future. These conditions raise substantial doubt about its ability to continue as a going concern.  The ultimate outcome of this uncertainty cannot presently be determined.  Accordingly, the accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.




Cordovano and Honeck LLP

Englewood, Colorado

May 9, 2008














Imagine Media, Ltd. and Subsidiary

Consolidated Balance Sheets

     

 March 31

 

 December 31,

     

   2008   

 

   2007   

     

(Unaudited)

  

Assets

Current assets:

    
 

Cash and cash equivalents

 

 $    2,263

 

 $     31,287

 

Trade receivables, net of allowance of $3,900

    (unaudited) and $3,900, respectively

 


    23,395

 


         35,625

  

Total current assets

 

25,658

 

     66,912

Equipment, net of accumulated depreciation of $3,047

        (unaudited) and $2,905, respectively

 


365

 


           508

Deposit

  

         400

 

          400   

  

Total assets

 

$    26,423

 

 $  67,820

        

Liabilities and Shareholders’ Deficit

Current liabilities:

    
 

Accounts payable:

    
  

Trade creditors

 

 $     49,841

 

 $   55,169

  

Related party (Note 2)

 

21,000

 

        18,000

 

Other accrued expenses

 

    2,810

 

       2,810

  

Total current liabilities

 

    73,651

 

    75,979

Commitments (Note 4)

 

          -   

 

              -   

Shareholders’ equity (Notes 1 and 3):

    
 

Common stock , $.00001 par value.  Authorized 100,000,000 shares,

    
  

issued and outstanding 992,650 (unaudited) shares and 992,650

 

 

 

      

 

          Shares respectively

 

10

 

10

 

Additional paid-in capital

 

     360,280

 

360,280

 

Retained deficit

 

   (407,518 )

 

   (368,449)

  

Total shareholders' deficit

 

   (47,228 )

 

       (8,159)

  

Total liabilities and shareholders' deficit

 

$    26,423

 

 $     67,820





See accompanying notes to the consolidated financial statements





Imagine Media, Ltd. and Subsidiary

Consolidated Statements of Operations

         
     

 For the Three Months Ended  

 

 For the Year Ended  

     

 March 31,

 

 December 31,

     

2008

 

2007

 

2007

 

2006

     

(Unaudited)

 

(Unaudited)

    

Net sales and gross revenues:

        
 

Advertising sales, net of discount

       of $19,850    (unaudited),

        
  

$21,950 (unaudited), $110,325 and $74,406, respectively

 

 $         30,450

 

 $         39,200

 

 $      169,750

 

 $      156,019

 

Barter revenues (Note 1)

 

              9,150

 

            10,300

 

          46,325

 

          39,664

  

Total sales and revenues

 

            39,600

 

            49,500

 

        216,075

 

        195,683

            

Operating expenses:

        
 

Editorial, production and circulation

 

            29,542

 

            19,704

 

        120,275

 

        114,551

 

Barter expense (Note 1)

 

              9,150

 

            10,300

 

          46,325

 

          39,664

 

Selling, general and administrative

 

            39,977

 

            24,411

 

        142,842

 

        185,585

  

Total operating expenses

 

            78,669

 

            54,415

 

        309,442

 

        339,800

            
  

Loss from operations

 

           (39,069 )

 

            (4,915)

 

         (93,367)

 

       (144,117)

Other income (expense):

        
 

Interest income

 

                  -   

 

              1,231

 

            1,231

 

            3,745

 

Interest expense

 

                  -   

 

                  -   

 

                  -

 

          (2,688)

  

Loss before income taxes

 

           (39,069 )

 

            (3,684)

 

         (92,136)

 

       (143,060)

 

Income tax provision

 

                  -   

 

                  -   

 

 

 

 

  

Net loss

 

 $        (39,069 )

 

 $          (3,684)

 

 $      (92,136)

 

 $    (143,060)

Basic and diluted loss per share

 

 $           (0.04)

 

 $           (0.00)

 

 $         (0.09)

 

 $         (0.15)

Weighted average common shares outstanding

 

          992,650

 

          992,650

 

        992,650

 

        933,825





See accompanying notes to the consolidated financial statements

F-5







Imagine Media, Ltd. and Subsidiary

Consolidated Statement of Changes in Shareholders' Equity (Deficit)

               
        

Additional paid-in capital

 

Shareholders' receivable

 

Retained deficit

 

Total

    

Common Stock

    
    

 Shares

 

Par Value *

    

Balance at December 31, 2006

     992,650

 

             10

 

           360,280

 

                    -   

 

      (276,313)

 

           83,977

Net loss

 

 

 

 

 

 

 

 

 

        (92,136)

 

          (92,136)

Balance at December 31, 2007

     992,650

 

 $          10

 

 $        360,280

 

 $                 -   

 

 $   (368,449)

 

 $         (8,159)

Net loss (Unaudited)

 

 

 

 

 

 

 

 

        (39,069 )

 

          (39,069 )

Balance at March 31, 2008 (Unaudited)

     992,650

 

 $          10

 

 $        360,280

 

 $                 -   

 

 $   (407,518 )

 

 $       (47,228 )

*Restated see Note 1





See accompanying notes to the consolidated financial statements

F- 6









Imagine Media, Ltd. and Subsidiary

Consolidated Statements of Cash Flows

          
       

 For the Three Months Ended  

 

 For the Year Ended  

       

 March 31,

 

 December 31,

       

2008

 

2007

 

2007

 

2006

       

(Unaudited)

 

(Unaudited)

    

Cash flows from operating activities:

        
 

Net loss

   

 $        (39,069 )

 

 $          (3,683)

 

 $      (92,136)

 

 $    (143,060)

 

Adjustments to reconcile net loss to net cash

        
  

used by operating activities:

        
   

Depreciation and amortization

 

                 142

 

                 327

 

              818

 

              535

   

Stock based compensation

 

                   -   

 

                   -   

 

                  -

 

          49,180

   

Bad debt provision

 

                   -   

 

                   35

 

            3,130

 

              800

   

Changes in assets and liabilities:

        
    

Receivables

 

             12,230

 

             (3,837)

 

         (27,610)

 

          14,654

    

Other assets

 

                   -   

 

                   -   

 

            1,200

 

          21,805

    

Accounts payable

 

               (2,327 )

 

             (4,103)

 

          27,564

 

          11,643

    

Accrued expenses

 

                   -   

 

                   -   

 

                  -

 

              734

    

Deferred revenue

 

                   -   

 

                   -   

 

                  -

 

          (9,990)

     

Net cash used in operating activities

 

           (29,024 )

 

           (11,261)

 

         (87,034)

 

         (53,699)

Cash flows from financing activities:

        
 

Proceeds from sale of common stock, net of offering costs

 

                   -   

 

                   -   

 

                  -

 

        270,560

 

Proceeds from related party advances

 

                   -   

 

                   -   

 

                  -

 

          15,000

 

Repayments on related party advances

 

                   -   

 

                   -   

 

                  -

 

         (15,000)

 

Repayments on long-term debt

 

                   -   

 

                   -   

 

                  -

 

       (100,000)

     

Net cash provided by financing activities

 

                   -   

 

                   -   

 

                -   

 

        170,560

     

Net change in cash and cash equivalents

 

           (29,024 )

 

           (11,261)

 

         (87,034)

 

        116,861

Cash and equivalents:

        
 

Beginning of year

 

             31,287

 

           118,321

 

        118,321

 

            1,460

 

End of period

 

 $            2,263

 

 $        107,060

 

 $       31,287

 

 $      118,321

Supplemental disclosure of cash flow information:

        
 

Cash paid during the year for:

        
  

Income taxes

 

 $                -   

 

 $                -   

 

 $                -

 

 $                -

  

Interest

  

 $                -   

 

 $                -   

 

 $                -

 

 $                -

Noncash investing and financing transactions:

        
 

Related party debt converted to common stock

 

 $                -   

 

 $                -   

 

 $                -

 

 $       45,650

 

Accrued interest converted to common stock

 

 $                -   

 

 $                -   

 

 $                -

 

 $       22,520






See accompanying notes to the consolidated financial statements

F- 7



IMAGINE MEDIA LTD. AND SUBSIDIARY

Notes to Consolidated Financial Statements





(1)  Summary of Significant Accounting Policies   


Organization and Basis of Presentation


Upon effectiveness of a Registration Statement filed with the SEC by Imagine Media, Ltd. ("Media"), Imagine Holdings Corp. (“Holdings”) will have completed the spin-off of its magazine business to its shareholders of record as of August 23, 2007.  The transaction was effected by the issuance of 992,650 shares of Media $0.00001 par value common stock to Holdings in exchange for certain assets, subject to liabilities, of Holdings, consisting primarily of its 60 percent of the issued and outstanding common stock of Imagine Operations, Inc. (“Operations”).


As a result of the spin-off, the Company’s common stock par value changed from $.001 to $.00001.  Shares issued prior to August 23, 2007 have been retroactively restated to reflect the new par value.  


Media, is incorporated in the State of Delaware, and publishes Image Magazine, a Denver, Colorado monthly guide and entertainment source.  The magazine covers nightlife, music, style, food and art and sells advertising to businesses within such genres.  The magazine is a pocket-sized, full color and glossy assemblage of information distributed at nearly 500 establishments.  


The spin-off is accounted for based on recorded amounts and for accounting purposes, Media is considered to be the acquirer of Operations and Holdings is its predecessor (see also “principles of consolidation” below.)


Holdings’ shareholders retained their Holdings common shares and, after the spin-off, will receive one (1) share of the common stock of Media for each share of Holdings common stock held.  Immediately following the spin-off, Holdings’ shareholders will own approximately 100 percent of Media’s common stock and Media will own 60 percent of Operations.  Certain Holdings shareholders also hold the remaining 40 percent. Thus, there is no non-controlling interest reflected in the accompanying consolidated financial statements.  The Media common stock transferred to Holdings is being held in trust for distribution to the Holdings shareholders. Under the terms of the Trust, all of the Media spin-off shares are being held by the Trust until such time as the Registration Statement is effective and the spin-off distribution is complete.  


Principles of Consolidation


Theaudited consolidated financial statements include the accounts of Mediathe Company and its wholly-ownedmajority owned subsidiary, Operations, after elimination of inter-companyTransBiotec-CA. We have eliminated all intercompany transactions and balances and transactions.  The historicalbetween entities consolidated in these audited financial statements included in the accompanying consolidated financial statements are those of Holdings (the predecessor entity) prior to August 23, 2007 and Media subsequent to August 23, 2007.


Going Concern


The accompanying financial statements have been prepared on a going concern basis, which



F-8



IMAGINE MEDIA LTD. AND SUBSIDIARY

Notes to Consolidated Financial Statements



contemplates the realization of assets and satisfaction of liabilities in the normal course of business.  As shown in the accompanying financial statements, the Company has incurred operating losses since inception, has used significant cash in support of its operating activities and, based upon current

operating levels, requires additional capital or significant reconfiguration of its operations to sustain its operations for the foreseeable future.  These factors, among others, may indicate that the Company will be unable to continue as a going concern.


The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate sufficient cash flow to meet obligations on a timely basis and ultimately to attain profitability.  The Company has obtained working capital through equity offerings and management plans to obtain additional funding through equity or debt financings in the future.  Certain affiliates and insiders have funded the Company’s operations with working capital advances in the past; however, no affiliates, directors, officers or shareholders have committed to fund the Company’s operations or to make loans or other financing arrangements available to the Company.  There is no assurance that the Company will be successful in its efforts to raise additional working capital or achieve prof itable operations.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.statements.

 

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Table of Contents

Use of Estimates


The preparation of audited consolidated financial statements in accordanceconformity with accounting principles generally accepted in the United States of Americaaccounting 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 at the balance sheet date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Specifically, such estimates were made by the Company for the valuation of the derivative liabilities, beneficial conversion feature expenses and intellectual technology. Actual results could differ from those estimates.

Accounts Receivable


Financial Instruments 

The allowance for doubtful accountsPursuant to Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establish 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 on an assessmentupon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritize 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 collectibility of customer accounts. We review the allowance by considering factors such as historical experience, credit quality, age of the accounts receivable balances, and current economic conditions that may affect a customer's ability to pay.  The allowance for doubtful accounts as of March 31, 2008 and December 31, 2007 was $3,900.


Property and Equipment


Property and equipment are stated at cost.  Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, generally five years.  Property and equipment under capital leases are stated at the presentfair value of minimum lease payments and are amortized using the straight-line method over the shorter of the lease term or the estimated useful lives of the assets.  Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the assets or liabilities.

The Company’s financial instruments consist primarily of cash, accounts payable, accrued expenses, accrued interest payable, related party payables, notes payable, convertible debentures, and other liabilities. Pursuant to ASC 820 and 825, the fair value of our derivative liabilities is determined based on “Level 3” inputs. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2021 and December 31, 2020:

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Derivative liabilities

 

$0

 

 

$0

 

 

$1,040,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Derivative liabilities

 

$0

 

 

$0

 

 

$0

 

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Table of Contents

Cash

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. The Company does not have any cash equivalents as of December 31, 2021 and December 31, 2020.

Inventory

Inventory is valued at the lower of cost or net realizable value.  The cost of substantially all the Company’s inventory is determined by the FIFO cost method.  Inventory is comprised primarily of finished products intended for sale to customers.  The Company evaluates the need for reserves for excess or obsolete inventory determined primarily based upon estimates of future demand for the Company’s products.  At December 31, 2021 the Company had no reserves for obsolescence.   

Prepaid Expenses

Amounts incurred in advance of contractual performance or coverage periods are recorded as prepaid assets and recognized as expense in the period service or coverage is provided.  

Beneficial Conversion Features

From time to time, the Company may issue convertible notes that may contain a beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid-in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

Derivative Instruments

The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instruments are initially recorded at their fair values and are then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations under other income (expense). The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option at its fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into warrant agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors. For stock-based derivative financial instruments, the Company uses a Monte Carlo Simulation model to value the derivative instruments at inception and on subsequent valuation dates.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. 

Debt Issuance Costs

Debt issuance costs incurred in connection with the issuance of debt are capitalized and amortized to interest expense over the term of the lease, whicheverdebt using the effective interest method. The unamortized amount is shorter.  presented as a reduction of debt on the balance sheet.




Preferred Stock

F-9We apply the guidance enumerated in ASC 480, Distinguishing Liabilities from Equity, when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. We classify conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control, as temporary equity. At all other times, we classified our preferred shares in stockholders’ equity.



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IMAGINE MEDIA LTD. AND SUBSIDIARY

Notes to Consolidated Financial StatementsMinority Interest (Noncontrolling Interest)



ForA subsidiary of the three months ended March 31 2008 and 2007, depreciation expense amounted to $142 and $327, respectively.  For the years endedCompany has minority members representing ownership interests of 1.38% at December 31, 20072021 and 2006, depreciation expense amountedDecember 31, 2020. The Company accounts for these minority, or noncontrolling interests, pursuant to $818ASC 810-10-65 whereby gains and $535, respectively.losses in a subsidiary with a noncontrolling interest are allocated to the noncontrolling interest based on the ownership percentage of the noncontrolling interest, even if that allocation results in a deficit noncontrolling interest balance.


Impairment of Long-Lived Assets


Long-lived assets consist of property and equipment. Wheneveridentifiable intangibles held for use are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of long-lived assetsamount may not be recoverable, we estimate the future cash flows, undiscounted and without interest charges, expected to result from the use of those assets and their eventual disposition.recoverable. If the sum of theundiscounted expected future cash flows is less than the carrying amount of those assets, we recognizethe asset or if changes in facts and circumstances indicate, an impairment loss is recognized and measured using the asset’s fair value. The Company recognized an impairment loss of none and $25,320,555 during the years ended December 31, 2021 and 2020, respectively.

Stock-based Compensation

The Company follows the guidance of the accounting provisions of ASC 718, Share-based Compensation, which requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (warrants, options, and restricted stock units). The fair value of each warrant and option is estimated on the date of grant using the Black-Scholes options pricing model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. The Company has not paid dividends historically and does not expect to pay them in the future. Expected volatilities are based on weighted averages of the historical volatility of the Company’s common stock estimated over the expected term of the awards. The expected term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term as historically the Company had limited activity surrounding its awards. The risk-free rate is based on the excessU.S. Treasury yield curve in effect at the time of grant for the period of the carrying amount over theexpected term.  The grant date fair value of a restricted stock unit equals the assets.closing price of our common stock on the trading day of the grant date.


Research and Development

The Company accounts for its research and development costs pursuant to ASC 730, whereby it requires the Company to disclose the amounts of costs for company and customer-sponsored research and development activities, if material. Research and development costs are expensed as incurred. The Company incurred research and development costs as it acquired new knowledge to bring about significant improvements in the functionality and design of its SOBR products. Research and development costs were $1,198,780 and $633,050 during the years ended December 31, 2021 and December 31, 2020, respectively.

Advertising and Marketing Costs

Advertising and marketing costs are charged to operations as incurred.  Advertising and marketing costs were $104,738 and $96,637 during the years ended December 31, 2021 and December 31, 2020, respectively.     

Income TaxesTax

Holdings maintainedThe Company accounts for income taxes pursuant to ASC 740. Under ASC 740, deferred taxes are provided on a full valuation allowance on its netliability method whereby deferred tax assets asare 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 December 31 2007assets and 2006. Theliabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance was determinedwhen, in accordance with the provisionsopinion of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes , or SFAS No. 109, which requires an assessment of both positive and negative evidence when determining whethermanagement, it is more likely than not that deferred tax assets are recoverable; such assessment is required on a jurisdiction by jurisdiction basis. Expected future losses represented sufficient negative evidence under SFAS No. 109 and accordingly, a full valuation allowance was recorded against deferred tax assets. A full valuation allowance onsome portion or all of the deferred tax assets will not be maintained until sufficient positive evidence existsrealized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company has a deferred tax asset of approximately $4,129,000 and $2,830,000 that is offset by a 100% valuation allowance at December 31, 2021 and December 31, 2020, respectively. Therefore, the Company has not recorded any deferred tax assets or liabilities at December 31, 2021 and December 31, 2020.

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Table of Contents

Net Loss Per Share

Basic net loss per share is computed by dividing the net loss attributable to support reversalcommon stockholders by the weighted average number of shares of common stock outstanding during the period.  Diluted loss per share gives the effect to all dilutive potential common shares outstanding during the period, including stock options, warrants and convertible instruments.  Diluted net loss per share excludes all potentially issuable shares if their effect is anti-dilutive.  Because the effect of the valuation allowance.Company’s dilutive securities is anti-dilutive, diluted net loss per share is the same as basic loss per share for the periods presented.

Concentration of Risk

Credit Risk – Financial instruments that potentially subject the Company to concentration of credit risk consisted primarily of cash.  The tax provision was $-0-Company maintains its cash at one domestic financial institution.  The Company is exposed to credit risk in the event of a default by the financial institution to the extent that cash is in excess of the amount insured by the Federal Deposit Insurance Corporation. The Company places its cash with high-credit quality financial institutions and $-0-are managed within established guidelines to mitigate risk.  To date, the Company has not experienced any loss on its cash.

Concentration of Suppliers – The Company relies on a pre-tax losslimited number of $92,136component and 143,060 forcontract suppliers to assemble its product.  If supplier shortages occur, or quality problems arise, production schedules could be significantly delayed or costs significantly increased, which could in turn have a material adverse effect on the years ended December 31, 2007Company’s financial condition, results of operations and 2006, respectively.cash flow.  


Related Parties

Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company.

Recent Issued Accounting Guidance

In June 2006, December 2019, the FASB issued Interpretation 48, “Accounting for Uncertainty in Accounting Standards Update 2019-12,Income Taxes” (“FIN 48”Taxes (Topic740), an interpretation of FASB Statement No. 109, “Accounting: Simplifying the Accounting for Income Taxes.Taxes (“ASU2019-12 FIN 48 clarifies the), which is intended to simplify various aspects related to accounting and reporting for income taxes where interpretation oftaxes. ASU 2019-12 removes certain exceptions to the law is uncertain. FIN 48 prescribes a comprehensive model for the financial statement recognition, measurement, presentationgeneral principles in Topic 740 and disclosure of income tax uncertainties with respectalso clarifies and amends existing guidance to positions taken or expected to be taken in income tax returns.  FIN 48improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2006 and has no current applicability to2021. The Company is evaluating the financial statements. Theeffects, if any, of the adoption of FIN 48 didASU 2019-12 guidance on the Company's financial position, results of operations and cash flows.

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06,DebtDebt with Conversion and Other Options (Subtopic 470-20) and Derivatives and HedgingContracts in Entitys Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entitys Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures.

The Company has reviewed other recently issued, but not haveyet effective, accounting pronouncements and does not believe the future adoptions of any such pronouncements will be expected to cause a material impact on its financial condition or the results of operations.

Correction of Error

While preparing financial statements.


Revenue Recognition


Magazine advertising revenues are recorded upon distributionstatements for periods in 2021, the Company discovered an error in the statement of operations for the year ended December 31, 2020.  The error related to the presentation of the magazines to establishmentsloss on disposal of property and are stated net of cashequipment and sales discounts. Allowances for estimated bad debts are provided based upon historical experience. Amounts received in advance are deferred and recognized in the month of advertisement. Deferred revenues totaled $-0- at March 31, 2008 and December 31, 2007.


In addition, the Company accounts for advertising barter transactionsasset impairment adjustment in accordance with theASC 360-10-45.



F-10Loss on disposal of property and equipment and asset impairment adjustment of $39,434 and $25,320,555, respectively, were presented as other income/expense-net, instead of as operating expenses.  As a result, loss from operations for the year ended December 31, 2020, was understated by $25,359,989 and other income/expenses-net was overstated by the same amount.  The errors had no effect on the net loss or net loss per share for the year ended December 31, 2020.



IMAGINE MEDIA LTD. AND SUBSIDIARY

NotesAs a result of this correction, the statement of operations for the year ended December 31, 2020 in the accompanying financial statements has been retroactively restated.

F-11

Table of Contents

NOTE 2. GOING CONCERN

The Company has incurred recurring losses from operations and has limited cash liquidity and capital resources. Future capital requirements will depend on many factors, including the Company’s ability to Consolidated Financial Statementsdevelop and sell products, generate cash flow from operations, and competing market developments. The Company will need additional capital in the near future. Sources of debt financing may result in high interest expense. Any financing, if available, may be on unfavorable terms. If adequate funds are not obtained, we will be required to reduce or curtail operations.



As of December 31, 2021, the Company has an accumulated deficit of approximately $57,472,000. During the year ended December 31, 2021, the Company also experienced negative cash flows from operating activities of approximately $3,688,000. It appears these principal conditions or events, considered in the aggregate, indicate it is probable that the Company will be unable to meet its obligations as they become due within one year after the date the financial statements are issued. As such, there is substantial doubt about the entity’s ability to continue as a going concern.

Emerging Issues Task Force ("EITF"

As a result, the Company is in the process of preparing an offering for the sale of its common stock in 2022 and has entered into an agreement with an underwriter planned to raise a minimum of $15,000,000 gross proceeds to mitigate the probable conditions that have raised substantial doubt about the Company’s ability to continue as a going concern.  

On January 30, 2020, the World Health Organization (“WHO”) consensusannounced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on Accounting the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. Management is actively monitoring the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for Advertising Barter Transactions (EITF 99-17) ..  EITF 99-17 provides guidancefiscal year 2022. However, if the pandemic continues, it may have a adverse effect on recognizing revenuesthe Company’s results of future operations, financial position, and liquidity in fiscal year 2022.

Management believes actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern; however, these plans are contingent upon actions to be performed by the Company and these conditions have not been met on or before December 31, 2021. Additionally, the COVID-19 outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown, which would impair the Company’s ability to raise needed funds to continue as a going concern. As such, substantial doubt about the entity’s ability to continue as a going concern was not alleviated as of December 31, 2021.

NOTE 3. ASSET PURCHASE

On June 5, 2020, the Company completed a transaction (the “Transaction”) with IDTEC subject to the terms and conditions of the Asset Purchase Agreement (the “APA”) and that was accounted for as an asset purchase. Pursuant to the APA, IDTEC provided personnel, experience, and access to funding to assist with the development of the SOBR device, as well as sold to us certain robotics assets, which our management believes are synergistic with our current assets, in exchange for 12,000,000 shares of our common stock after giving effect to the reverse stock split effected in connection with closing the Transaction. The closing of the Transaction was subject to several conditions precedent, primarily: (i) the Company had to be current in reporting requirements under the Securities Exchange Act of 1934, as amended, (ii) had to complete a reverse stock split of common stock such that approximately 8,000,000 shares were outstanding immediately prior to closing the transaction, (iii) could only have outstanding convertible instruments as set forth in the APA, (iv) authorized common stock had to be reduced to 100,000,000 shares, and (v) not have more than approximately $125,000 in current liabilities. Effective with the closing of the Transaction all of the closing conditions had been met, modified or waived by IDTEC, and the Company issued the 12,000,000 shares to IDTEC.

F-12

Table of Contents

In advance of closing the Transaction, IDTEC and a few other affiliated parties voluntarily committed personnel and funds to the Company to assist with (i) general costs related to the Transaction, (ii) ongoing operating expenses and pay for further engineering and development work on the Company’s products and prototypes, (iii) protect, maintain and develop the Company’s products and intellectual property, (iv) hire, pay and retain the proposed management team, third party consultants and advisors for the Company following the consummation of the sale contemplated in the APA and, (v) take such further actions as are necessary to more quickly expand the Company’s business subsequent to the sale of the purchased assets. The parties agreed that the funds advanced directly to the Company’s vendors were voluntary and were not the obligation of the Company and the Company had no obligation to repay these funds in the event the Transaction contemplated by the APA did not close. In the event the Transaction did close, then on the closing date, the Company would issue promissory notes for the aggregate amounts incurred, paid or advanced. As a result of closing the Transaction, the Company issued a convertible promissory note for all the funds spent or advanced by IDTEC prior to closing. This note totaled $1,485,189 (the “APA Note”), with simple interest at 10% per annum, due upon demand, and may be convertible into shares of common stock at $0.50 per share (after giving effect to the reverse stock split and subject to anti-dilution protection against any future securities we may issue at an effective price of less than $0.50 per share) at the discretion of the holder. The repayment of APA Note is secured by a first priority security lien or security interest in the patents, trademarks, tradenames, and other intellectual property of the Company.

At closing, some of the closing conditions under the APA were either waived and/or modified by the parties. In order to document those modifications and waivers, we entered into a Waiver Under Asset Purchase Agreement and Post-Closing Covenant Agreement with IDTEC. One of the closing conditions that was the subject of the Waiver Under Asset Purchase Agreement and Post-Closing Covenant Agreement was the requirement that the Company have under $125,000 in permitted liabilities (not including aged liabilities) after closing of the Transaction. At closing, we had approximately $158,000 in non-permitted liabilities under the APA. As a result, the Company issued a Warrant to purchase Common Stock to IDTEC (the “Warrant”), under which IDTEC will purchase up to 320,000 shares of our common stock (post-split) at an exercise price of $0.50 per share, if either (i) we are forced to pay a non-permitted liability, then we may force IDTEC to exercise the Warrant and pay the exercise price to pay the non-permitted liability, but only in an amount sufficient to pay the non-permitted liability, or (ii) if IDTEC otherwise elects to exercise the Warrant and acquire some or all of the shares underlying the Warrant. The Warrant expires five years after the date of issuance.

The Transaction, recorded as an asset purchase, was valued at $29,222,955, which consists of the market price as of June 5, 2020 of the Company’s 12,000,000 shares of common stock issued totaling $27,120,000, the funds spent by IDTEC and affiliates prior to closing of $1,407,051 and the fair value of the advertising surrendered in the transactions, providedWarrant issued of $695,454.  In determining the fair value is determinableof the intangible assets, the Company considered, among other factors, the best use of acquired assets such as the analysis of historical financial performance of the products and estimates of future performance of the products and intellectual properties acquired. The allocation to identifiable intangible assets required extensive use of financial information and management's best estimate of fair value.   

The following summarizes the transaction closing with IDTEC on June 5, 2020:

Property and equipment

 

$47,725

 

Intangible assets

 

 

29,175,230

 

Total assets

 

$29,222,955

 

 

 

 

 

 

Net purchase (fair value of stock issued, warrants and notes payable)

 

$29,222,955

 

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Table of Contents

Subsequent to the Transaction closing, the Company evaluated the fair value of the assets acquired based on market estimates for property and equipment and discounted net cash flow for the entity’s own historical practiceSOBR Safe intellectual technology. The present value of receivingthe discounted cash marketable securities, or other consideration that is readily convertibleflow utilized a 75% discount, which included a 25% risk return premium, over an estimated five-year net revenue stream expected to a known amountbe derived from the technology acquired. Based on the assessment of cash for similar advertisingfair value, the Company recognized an asset impairment loss of $25,320,555 during the year ended December 31, 2020. The stock price of the Company at closing of the Transaction was significantly higher than expected from buyers unrelated to the counterpartystock price of the Company when the Company signed the APA which resulted in the barter transactions.  Barter revenue amountedrecognition of the impairment. The number of shares given to $9,150 and $10,300IDTEC as consideration for the three months endedTransaction was not adjusted for any stock price changes.

NOTE 4. PREPAID EXPENSES

Prepaid expenses consist of the following:

 

 

December 31, 2021

 

 

December 31, 2020

 

Insurance

 

$4,286

 

 

$3,370

 

Consulting services

 

 

0

 

 

 

111,860

 

Rent  

 

 

8,267

 

 

 

0

 

 

            

 

 

 

 

 

Prepaid expenses   

 

$12,553

 

 

$115,230

 

On February 26, 2021, the Company entered into a lease agreement for its office facility for a 12-month term beginning March 1, 2021.  In addition to monthly base rent of $6,000, the agreement required the issuance on 16,000 shares of its common stock valued at $49,600, all of which has been issued as of December 31, 20082021, and 2007, respectively. Barter revenue amounted to $46,325 and $39,664is being amortized over the lease term. 

During 2020, the Company entered into two consulting agreements for marketing services.  As of December 31, 2021 the Company had issued a total of 87,500 of its common shares valued at $142,714 under the terms of the agreements.  As of December 31, 2020, the share value is included in common stock subscriptions payable as the shares had not been issued.  Stock-based compensation expense for the years ended December 31, 20072021 and 2006, respectively.2020 includes approximately $110,000 and $33,000, respectively for these service agreements.

 

Advertising CostsNOTE 5. PROPERTY AND EQUIPMENT


 

 

December 31, 2020

 

Robotics and testing equipment

 

$46,200

 

Office furniture and equipment

 

 

1,525

 

 

 

 

47,725

 

Accumulated depreciation

 

 

(7,340)

Net property and equipment disposed

 

 

(40,385)

Property and equipment, net

 

$0

 

All advertising costs are expenses as incurred. Advertising costs totaled $235 and $-0- forDepreciation is computed on a straight-line basis over the assets estimated useful lives of three months ended March 31, 2008 and 2007, respectively.  Advertising costs totaled $1,178 and $8,240years. Depreciation for the years ended December 31, 20072021 and 2006,2020 was none and $7,340, respectively.


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Table of Contents

Financial InstrumentsNOTE 6. INTANGIBLE ASSETS


All highly liquid investments with original maturitiesIntangible assets consist of three months or less when acquired are considered as cash equivalents.  the following at December 31, 2021:

The carrying amounts reported for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are considered to approximate fair values based upon

 

 

Gross Carrying

 

 

Accumulated

 

 

Net Intangible

 

 

Amortization Period

 

 

 

Amount

 

 

Amortization

 

 

Asset

 

 

(in years)

 

SOBR Safe

 

 

 

 

 

 

 

 

 

 

 

 

Intellectual Technology

 

$3,854,675

 

 

$610,318

 

 

$3,244,357

 

 

 

10

 

Intangible assets consist of the short maturities of those financial instruments.following at December 31, 2020:


 

 

Gross Carrying

 

 

Accumulated

 

 

Net Intangible

 

 

Amortization Period

 

 

 

Amount

 

 

Amortization

 

 

Asset

 

 

(in years)

 

SOBR Safe

 

 

 

 

 

 

 

 

 

 

 

 

Intellectual Technology

 

$3,854,675

 

 

$224,854

 

 

$3,629,821

 

 

 

10

 

Financial instruments that are potentially subject to concentrations of credit risks comprise, principally, cash, cash equivalents and trade accounts receivable. Excess cash is invested in accordance with our investment policy, which has been approved by our Board of Directors and reviewed periodically. We perform credit evaluations of new advertisers and require those without positive, established histories to pay in advance. Otherwise, we do not require collateral of our customers, and maintain allowances for potential credit losses.

Stock-based Compensation

Prior to January 1, 2006, stock-based compensation was accounted for using the intrinsic value method prescribed in Accounting Principles Bulletin No. 25, Accounting for Stock Issued to Employees , or APB No. 25 and related interpretations. CompensationAmortization expense for the years ended December 31, 2021 and 2020 was $385,464 and $224,854, respectively.

Estimated future amortization expense for device technology intangible assets is as follows:

2022

 

 

2023

 

 

2024

 

 

2025

 

 

2026

 

 

Thereafter

 

$

385,467

 

 

$385,467

 

 

$385,467

 

 

$385,467

 

 

$385,467

 

 

$1,317,022

 

NOTE 7. RELATED PARTY TRANSACTIONS

On July 1, 2015, the Company amended the December 3, 2014 note payable agreement with Lanphere Law Group,  which forgave $108,000 of the note payable’s principal balance. This debt forgiveness decreased the original principal balance on the note of $214,334 to a new principal balance of $106,335, and a related party gain of $108,000 was recorded to additional paid-in capital. This amendment also extended the note payable’s due date to December 2, 2015. The note was converted to common stock options was recognized ratably over the vesting period.

Effective January 1, 2006, the fair value recognition provisions of Financial Accounting Standards Board, or FASB, Statement of Financial Accounting Standards, Share-Based Payment , or SFAS No. 123(R) using the modified prospective application method was adopted. Under this transition method, compensation cost recognized induring the year ended December 31, 2006, includes the applicable amounts of: (a) compensation cost of all stock-based payments granted prior2020.

On March 8, 2017, Lanphere Law Group irrevocably elected to but not yet vested as of January 1, 2006 (based on the grant-date fair value estimatedexercise warrants in accordance with the original provisions of SFAS No. 123 and previously presented in the pro forma footnote disclosures), and



F-11



IMAGINE MEDIA LTD. AND SUBSIDIARY

Notesorder to Consolidated Financial Statements



(b) compensation cost for all stock-based payments granted subsequent to January 1, 2006 (based on the grant-date fair value estimated in accordance with the new provisions of SFAS No. 123(R).


Loss per Common Share


SFAS 128, Earnings per Share , requires presentation of “basic” and “diluted” earnings per share on the faceacquire 969,601 shares of the statements of operations for all entities with complex capital structures. Basic earnings per share is computed by dividing net income by the weighted average number ofCompany’s common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted during the period.  Dilutive securities having an anti-dilutive effect on diluted earnings per share are excluded from the calculation.


At December 31, 2006, 60,000 outstanding stock options were excluded from the weighted average share calculation because they would be anti-dilutive.  For all other periods presented, no potentially dilutive securities were recorded on the Company’s books.



New Accounting Standards


In February 2007, the FASB issued Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”), an amendment of FASB Statement No. 115. SFAS No. 159 addresses how companies should measure many financial instruments and certain other items at fair value. The objective is to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, with earlier adoption permitted. Management is assessing the impact of the adoption of SFAS No. 159.



(2)Related Party Transactions


During 2006, certain affiliates and Holdings’ shareholders loaned the Company $15,000 at 12 percent for working capital purposes.  


Indebtedness to related parties totaling $115,000 was retired in 2006.  


In July 2006, Holdings issued 82,650 unregistered shares of its common stock to related affiliates and shareholders valued at fair value, or $74,369, to retire $68,170 in debt and interest and recorded the resulting loss from the debt restructuring ($6,199) as a capital transaction.    


In July 2006, Holdings issued 10,000 unregistered shares of its common stock to its President in exchange for services.  The restricted shares were recorded at fair value, or $9,000.  


Duringan aggregate exercise price of $112,871, which was used for the years ended December 31, 2006deduction of $74,672 of principal and 2007, an affiliate provided administrative functions at the rate$38,199 of $1,000 per month.  The monthly estimate was determined by comparing the level of effort



F-12



IMAGINE MEDIA LTD. AND SUBSIDIARY

Notes to Consolidated Financial Statements



accrued interest related to the costDecember 3, 2014 note payable agreement with Lanphere Law Group. The forgiveness of similar labor in the local market.  General and administrative expensenote payable principal of $3,000$74,672 was recorded during eachto equity and the $38,199 of related accrued interest was also recorded to equity. The principal balance of the three months ended March 31, 2008note after the debt deduction was $31,662. On January 3, 2020, the note payable principal balance of $31,662 was converted to 9,520 common shares at a per share price of $3.326.

On January 3, 2020, the Company entered into a Debt Conversion and 2007.  General and administrative expense of $12,000 was recorded during eachCommon Stock Purchase Plan with Michael Lanphere, a beneficial owner of the years ended December 31, 2007Company, under which he agreed to exercise warrants and 2006.  The amounts payablethe Company agreed to the affiliate are $21,000 and $18,000 at March 31, 2008 and December 31, 2007, respectively, and are recorded as related party accounts payable.


(3)  Equity


Common stock


During the year ended December 31, 2006, Holdings completed an offering of its $.001 par value common stock pursuant to a limited offering registration with the Colorado Division of Securities.  The offering commenced on July 20, 2005 and closed on January 12, 2006.  The shares offered were exempt from registration requirements under Section 3(b) of the Securities Act of 1933.  The offering price of the common stock was $1.00 per share and was offered on an “all or nothing” basis, whereby the minimum proceeds of $150,000 was required be sold or the monies were to be returned to investors.  Proceeds from the sale totaling $267,562, net of offering costs of $32,438 were deposited into an escrow account until such time the minimum proceeds were realized.  


On July 7, 2006 Holdings issued 25,000 restrictedissue 454,097 shares of its common stock in exchange for consulting services valued by the Board of Directors at a fair value, or $22,500.  Share-based compensationreduction in the amounts owed to Mr. Lanphere under two promissory notes. Mr. Lanphere’s option to acquire the shares was under the terms of certain Loan Agreement with Promissory Note and Stock Fees agreements entered into with the Company and Mr. Lanphere on April 17, 2019 and July 17, 2019. The amount of $22,500the debt reduction, and therefore the purchase price of the shares, was recognized in 2006.


Stock options


In May 26, 2006 Holdings’ Boardapproximately $66,000 which was used for the deduction of Directors unanimously approved the grantingrelated party notes payable principal of stock options of 10,000approximately $66,000. 180,397 common shares were issued on January 3, 2020 at an effective conversion price of $0.133 and 273,700 common shares were issued on January 3, 2020 at an effective conversion price of $0.153. After this exercise, Lanphere Law Group owns no warrants for shares of our common stock.

On January 3, 2020, the Company entered into another Debt Conversion and Common Stock Purchase Plan with Michael Lanphere, under which the Company agreed to eachissue 63,225 shares of its two directors, who were actingcommon stock in their capacity as directors.exchange for a reduction in the amounts owed to Mr. Lanphere under numerous other remaining promissory notes. The options were vested and exercisable asamount of the datedebt reduction, and therefore the purchase price of the grantshares, was $210,285 which was used for the deduction of related party notes payable principal of $169,606 and expire in three years.  All 20,000 options were exercisable at $1.00 per share.  The options were valued at $0.884 per share, or $17,680, in accordance with SFAS 123(R), which is reflectedaccrued interest of $40,679. Based on the accompanying financial statements as share-based compensation.  Because of a lack of available trading history of Holdings’ common stock, the historical volatility of a peer group was utilized as we believe it is more reflective of market conditions and a better indicator of volatility.  If we determined that another method used to estimate expected volatility was more reasonable than our current methods, or if another method for calculating these input assumptions was prescribed by authoritative guidance, the fair value calculated for share-based awards could change significantly. Higher volatility and longer expected lives result in an increase to share-based compensation determined at the date of grant. The fair value of the options was estimatedshares issued, the Company recognized a related party gain of approximately $52,000 and accounted for it as additional paid-in capital. The common shares were issued on January 3, 2020 at the datean effective conversion price of grant using the Black-Scholes option-pricing model with the following assumptions:$3.326 per share.


F-15

Risk-free interest rate

4.94

%

Dividend yield

0.00

%

Table of Contents

Volatility factor

177.25

%



F-13



IMAGINE MEDIA LTD. AND SUBSIDIARY

Notes to Consolidated Financial Statements





Weighted average expected life

3.00 years

Stock options outstanding and/or exercisable as of December 31, 2007 and December 31, 2006 are summarized below:

  

 

Number 

of

Shares

 

Weighted

Average

Exercise Price

 

Weighted

Average

Remaining

Contractual

Term

 



Aggregate

Intrinsic

Value

Outstanding at January 1, 2006

 

40,000

 

$

1.00

 

1.08 years 

 

Granted

 

20,000

 

1.00

 

1.67 years 

 

Outstanding at December 31, 2006

 

60,000

 

1.00

 

1.28 years 

 

Retained by Holdings*

 

(60,000)

 

 

  


Outstanding at March 31, 2008 and December 31, 2007

 

- -0-

 

    


$          —


Exercisable at March 31, 2008 and December 31, 2007

 

- -0-

 

$                  -0-

   



$          —


* All outstanding stock options were retained by Holdings inOn January 3, 2020, the spin-off.

Total unrecognized compensation expense from stock options was $-0-.   


(4)  Commitments

OperationsCompany entered into a Debt Conversion and Common Stock Purchase Plan with Vernon Justus, a shareholder, under which the Company agreed to issue 84,963 shares of its common stock in exchange for a reduction in the amounts owed to Mr. Justus under a promissory note. The amount of the debt reduction, and therefore the purchase price of the shares, was $282,588 which was used for the deduction of a related party note payable principal of $180,001 and accrued interest of $102,587. Based on the fair value of the shares issued, the Company recognized a related party gain of approximately $70,000 and accounted for it as additional paid-in capital. The common shares were issued on January 3, 2020 at an effective conversion price of $3.326 per share.

On January 16, 2020, the Company entered into a Accounts Payable Conversion and Common Stock Purchase Plan with Michael Lanphere, , under which the Company agreed to issue 214,883 shares of its common stock in exchange for a reduction in the amounts owed to Mr. Lanphere for unpaid legal bills. The amount of the debt reduction, and therefore the purchase price of the shares, was $714,700 which was used for the deduction of related party payables of $714,700. Based on the fair value of the shares issued, the Company recognized a related party gain of approximately $222,000 and accounted for it as additional paid-in capital. The common shares were issued on January 16, 2020 at an effective conversion price of $3.326 per share.

On January 30, 2020, the Company entered into a Debt Conversion and Common Stock Purchase Plan with Devadatt Mishal, one of the Company’s former directors and current shareholder, under which the Company agreed to issue 499,965 shares of its common stock in exchange for a reduction in the amounts owed to Mr. Mishal under numerous promissory notes. The amount of the debt reduction, and therefore the purchase price of the shares, was $456,641 which was used for the deduction of related party notes payable principal of $270,300 and accrued interest of $186,341. The Company also recorded a loss on related party debt extinguishment of approximately $144,000. The common shares were issued on January 30, 2020 at an effective conversion price of $0.91465 per share.

On March 23, 2020, the Company entered into a Debt Conversion and Common Stock Purchase Plan with Prakash Gadgil, one of the Company’s former directors and current shareholder, under which the Company agreed to issue 586 shares of its common stock in exchange for a reduction in the amounts owed to Mr. Gadgil under a promissory note. The amount of the debt reduction, and therefore the purchase price of the shares, was $1,950 which was used for the deduction of a related party note payable principal of $1,950. Based on the fair value of the shares issued, the Company recognized a related party gain of approximately $1,000 and accounted for it as additional paid-in capital. The common shares were issued on March 23, 2020 at an effective conversion price of $3.326 per share.

On April 6, 2020, the Company agreed with Nick Noceti, the Company’s former Chief Financial Officer, to issue 38,437 shares of its common stock in exchange for amounts due for accounting fees. The amount of the debt reduction, and therefore the purchase price of the shares, was $127,840 which was used for the deduction of a related party accounts payable of $127,480. Based on the fair value of the shares issued, the Company recognized a related party gain of approximately $49,000 and accounted for it as additional paid-in capital. The common shares were issued on April 4, 2020 at an effective conversion price of $3.326 per share.

On April 7, 2020, the Company agreed with Charles Bennington, one of the Company’s directors, to issue 6,831 shares of its common stock in exchange for amounts due for Board of Director fees. The amount of the debt reduction, and therefore the purchase price of the shares, was $9,656 which was used for the deduction of a related party accounts payable of $9,656. Based on the fair value of the shares issued, the Company recognized a related party gain of approximately $2,000 and accounted for it as additional paid-in capital. The common shares were issued on April 7, 2020 at an effective conversion price of $1.41 per share.

On February 12, 2021, the Company entered into a note payable agreement with David Gandini, an officer and shareholder, under which Mr. Gandini advanced the Company $30,000 for working capital purposes.  The unsecured note carried interest at 0% and was paid in April 2021.

On March 30, 2021, the Company received notification from IDTEC that it was exercising a portion of the 320,000 warrants issued resulting from the Waiver Under Asset Purchase Agreement and Post-Closing Covenant Agreement.  The warrant exercise price is $0.50 per share.  With the proceeds of the exercise, we paid $88,469 during the year noncancellable operating leaseended December 31, 2021 to settle an outstanding judgement (see Note 16) against the Company which was considered as a non-permitted liability under the Post-Closing Covenant Agreement.  We issued 176,938 shares of our common stock for office space on November 1, 2006.the $88,470 we received from IDTEC to pay the settlement.   

F-16

Table of Contents

On March 3 and 31, 2021, the Company issued convertible notes payable (see Note 10) totaling $350,000 to existing shareholders holding a direct or indirect interest in the Company and $200,000 to a Company’s director, an entity owned by a Company’s director and another director’s family member. The principal amount of the secured convertible debentures are convertible at $3 per share, and include warrants to purchase in total 275,000 shares of the Company’s common stock at $3 per share.

On May 31, 2021, the Company issued convertible notes payable (see Note 10) totaling $400,000 to existing shareholders holding a direct or indirect interest in the Company and $50,000 to a Company’s officer. The principal amount of the secured convertible debentures are convertible at $3 per share, and include warrants to purchase in total 225,000 shares of the Company’s common stock at $3 per share.

NOTE 8. ACCRUED EXPENSES

Accrued expenses consist of the following:

 

 

December 31,  2021

 

 

December 31,  2020

 

Registration rights damages (see Note 9)

 

$189,663

 

 

$0

 

Consulting services

 

 

163,647

 

 

 

163,647

 

Taxes and other

 

 

110,590

 

 

 

149,388

 

 

 

 

 

 

 

 

Accrued expenses

 

$463,900

 

 

$313,035

 

NOTE 9. CONVERTIBLE DEBENTURE PAYABLE

Convertible debenture payable consists of the following:

 

 

   December 31, 2021

 

 

December 31, 2020

 

Convertible Debenture Payable with Detached Free-standing Warrant

 

$3,048,781

 

 

$0

 

Unamortized Debt Discount

 

 

(1,291,882)

 

 

0

 

 

 

 

 

 

 

 

 

 

Net Convertible Debenture Payable

 

$1,756,899

 

 

$0

 

On September 28, 2021, (the “Closing Date”) the Company completed a financing transaction under a Securities Purchase Agreement (the “SPA”) and corresponding 18% Original Issue Discount Convertible Debenture (the “Debenture”), Common Stock Purchase Warrant (the “Warrant”) and Registration Rights Agreement (“RRA”). Under the terms of the lease,SPA, the Company received $2,500,000 from the Purchaser and in exchange issued the Debenture in the principal amount of $3,048,781 and Warrants to purchase up to 1,219,512 shares of the Company’s common stock. The Debenture is convertible voluntarily by the Purchaser at any time into shares of our common stock, at the lesser of $2.50, representing 100% of the closing price of our common stock on the trading day immediately prior to the Closing Date, or 75% of the average VWAP of our common stock during the 5 trading day period immediately prior to the conversion date (the “Conversion Price”), or automatically upon the occurrence of a single public offering of our common stock which results in the listing of our common stock on a national securities exchange as defined in the Exchange Act (the “Qualified Offering”) into shares of our common stock at the lesser of the Conversion Price, or 75% of the offering price of the securities offered in the Qualified Offering. The Debenture matures on March 27, 2022, does not accrue interest unless there is an event of default under the terms of the Debenture. The Warrant is exercisable at any time through September 28, 2026 into shares of our common stock at an exercise price of $2.00 per share, unless an event of default occurs, at which time the exercise price will adjust to $1.00 per share. The Warrant contains a cashless exercise provision but only in the event the Company fails to have an effective registration statement registering the common shares underlying the Warrant at any time beginning six months from the Closing Date.  The RRA requires the Company to register for resale and maintain effectiveness of such Registration Statement for all the registrable securities under the terms of the Debenture and Warrant, within defined time frames. Should the Company fail to meet the RRA requirements, until the date causing such event of noncompliance is cured, the Company shall pay to the Purchaser as partial liquidated damages equal to the product of 2% of the principal amount not to exceed 24% of the aggregate principal. If the Company fails to pay the liquidated damages within seven days after the date payable, the Company will pay $400 cashinterest at 18% until such amounts are paid in full. Although the Company completed the Registration Statement filings required, it did not meet the filing date requirements.  The filing date requirements were cured in February 2022.  Total unpaid damages and provide monthly advertising toestimated related costs of approximately $189,700, are included in accrued expenses at December 31, 2021 (see Note 8), and general and administrative expenses in the landlord, valued by management $700.  In December 2007, the lease was renewed until December 1, 2008, under the same terms.  The future minimum lease paymentsConsolidated Statement of Operations for the year ended December 31, 20082021.  The Company evaluated the Debenture for derivative embedded and beneficial conversion features and determined that its embedded conversion feature carried a debt discount. The total conversion feature debt discount of $980,000 is amortized over the life of the convertible debenture. The debt discount amortization expense recorded as amortization of interest in the Consolidated Statements of Operations was $514,365 for the year ended December 31, 2021.  As of December 31, 2021, the debenture carries outstanding warrants of 1,219,512. The relative fair market value of the related stock warrants granted during the year ended December 31, 2021 was $847,048.  The unamortized discount at December 31, 2021 was $402,465. Stock warrants amortization expense recorded as interest expense was $444,583 for the year ended December 31, 2021. The Company incurred $548,781 of Original Issue Discount and $275,000 of debt issuance costs related to the Debenture which is being amortized to interest expense over the term of the debt using the effective interest method. Interest expense related to the Original Issue Discount and debt issuance costs was $399,999 for the year ended December 31, 2021. The unamortized discount and issuance costs at December 31, 2021 was $423,782.

F-17

Table of Contents

NOTE 10. NOTES PAYABLE

RELATED PARTIES

Related party notes payable consist of the following:

 

 

    December 31, 2021

 

 

December 31, 2020

 

Convertible Notes Payable with Detached Free-standing Warrants

 

$1,000,000

 

 

$0

 

Conventional Non-Convertible Notes Payable

 

 

11,810

 

 

 

11,810

 

Unamortized Debt Discount

 

 

(645,547)

 

 

0

 

Net Related Party Notes Payable

 

$366,263

 

 

$11,810

 

Current Portion

 

 

(11,810)

 

 

(11,810)

Net Long-Term Portion

 

$354,453

 

 

$0

 

Total interest expense for related party notes was $85,397 and $98,313 for the years ended December 31, 2021 and 2020, respectively.

Related Party Convertible Notes Payable

The Company has thirteen convertible notes payable to related parties, each with detached free-standing warrants to purchase the Company’s common stock at $3 per share, that have a total principal balance of $1,000,000 as of December 31, 2021. The notes, secured by the Company’s patents and patents applications, include interest at 12%, are convertible at $3 per share of the Company’s common stock and are due 24 months after issuance. The note holders may elect to have the interest paid in cash monthly or have the interest accrue and barter advertising services totaled $12,100.  


Rentbe payable on the maturity date. Interest elected to be accrued will be paid in cash or may be converted into shares of our common stock under the same terms as the principal amount on the maturity date. The notes contain both voluntary and automatic conversion features. The notes may be convertible at any time, by the holders, beginning on the date of issuance. However, the holders may not convert any outstanding amounts due under the note if at the time of such conversion the amount of common stock issued for the conversion, when added to other shares of Company common stock owned by the holders or which can be acquired by holders upon exercise or conversion of any other instrument, would cause the holder to own more than 4.9% of the Company’s outstanding common stock.  Beginning on the issuance date, the outstanding principal amount of the note, and any accrued interest, will automatically convert into shares of the Company’s common stock if the Company’s common stock closes at or above $6 per share for five (5) consecutive trading days while listed on Nasdaq. The Company evaluated the convertible notes payable for derivative embedded and beneficial conversion features. The Company determined that there were beneficial conversion features to record. The total beneficial conversion feature debt discount of $448,999 is amortized over the life of the convertible notes payable. The debt discount amortization expense recorded as amortization of $1,200 and $(400)interest – beneficial conversion feature in the consolidated statements of operations was incurred or credited, respectively,$157,657 for the year ended December 31, 2021. As of December 31, 2021, these notes carry outstanding warrants of 500,000. The relative fair market value of the related stock warrants granted during the year ended December 31, 2021 and 2020 was $551,001 and none, respectively.  The unamortized discount at December 31, 2021 and December 31, 2020 is $354,205 and none, respectively. Stock warrants amortization expense recorded as interest expense was $196,796 for the year ended December 31, 2021.

F-18

Table of Contents

During 2020, the Company entered into a Debt Conversion and Common Stock Purchase Plan with a related party, under which the Company agreed to issue approximately 157,000 shares of its common stock in exchange for a reduction of four convertible notes payable to related parties. The amount of the debt reduction, and therefore the purchase price of the shares, was $143,119 which was used for the deduction of related party convertible notes payable principal of $91,000 and accrued interest of $52,119.

On June 5, 2020 the Company issued the convertible APA Note to a related party with a principal balance of  $1,485,189, which included the $70,000 balance of three convertible notes payable to related parties and related accrued interest of $7,689 outstanding at December 31, 2019.  The note includes simple interest at 10% per annum, due upon demand, and may be convertible into shares of common stock at $0.50 per share (after giving effect to the reverse stock split and subject to anti-dilution protection against any future securities we may issue at an effective price of less than $0.50 per share) at the discretion of the holder.  The Company evaluated the convertible note payable for derivative embedded and beneficial conversion features. The Company determined that there was a beneficial conversion feature to record. During the year ended December 31, 2020, beneficial conversion feature amortization expense related to this related party convertible note payable of $1,407,675 was accounted for as amortization of interest - beneficial conversion feature expense in the consolidated statements of operations.  On November 15, 2020, the related party holder elected to convert the note principal and accrued interest balance of $1,551,514 into 3,103,028 of shares of common stock.

Related Party Non-convertible Notes Payable

The Company has one non-convertible note payable to a related party that has a principal balance of $11,810 as of December 31, 2021 and December 31, 2020. The note carries an interest rate at 0%.  The note payable had a due date of December 31, 2012 and is currently in default.    

During 2020, the Company entered into Debt Conversion and Common Stock Purchase Plans with four related parties, under which the Company agreed to issue approximately 343,000 shares of its common stock in exchange for a reduction of eight non-convertible notes payable to related parties. The amount of the debt reduction, and therefore the purchase price of the shares, was $549,311 which was used for the reduction of related party non-convertible notes payable principal of $316,613 and accrued interest of $232,698.

Related Party Notes Payable with Warrants

During 2020, the Company entered into Debt Conversion and Common Stock Purchase Plans with two related parties, under which the Company agreed to issue approximately 602,000 shares of its common stock in exchange for a reduction of 24 notes payable with detached free-standing warrants to related parties. The amount of the debt reduction, and therefore the purchase price of the shares, was $320,858 which was used for the deduction of related party notes payable with detached free-standing warrants principal of $280,119 and accrued interest of $40,739.

F-19

Table of Contents

NON- RELATED PARTIES

Non-related party notes payable consist of the following:

 

 

December 31, 2021

 

 

December 31,  2020

 

Convertible Notes Payable with Detached Free-standing Warrants

 

$1,005,000

 

 

$0

 

Convertible Notes Payable

 

 

56,683

 

 

 

56,683

 

Conventional Non-Convertible Notes Payable

 

 

42,500

 

 

 

42,500

 

Notes Payable with Detached Free-standing Warrants

 

 

5,000

 

 

 

5,000

 

Unamortized Debt Discount

 

 

(648,580)

 

 

0

 

Net Non-Related Party Notes Payable

 

$460,603

 

 

$104,183

 

Current Portion

 

 

(104,183)

 

 

(79,183)

Net Long-Term Portion

 

$356,420

 

 

$25,000

 

Total interest expense for non-related party notes was $98,647 and $17,415 for the years ended December 31, 2021 and 2020, respectively.

Convertible Notes Payable with Warrants

The Company has sixteen convertible notes payable to non-related parties, each with detached free-standing warrants to purchase the Company’s common stock at $3 per share, that have a total principal balance of $1,005,000 as of December 31, 2021. The notes, secured by the Company’s patents and patents applications, include interest at 12%, are convertible at $3 per share of the Company’s common stock and are due 24 months after issuance.  The note holders may elect to have the interest paid in cash monthly or have the interest accrue and be payable on the maturity date.  Interest elected to be accrued will be paid in cash or may be converted into shares of our common stock under the same terms as the principal amount on the maturity date.  The notes contain both voluntary and automatic conversion features. The notes may be convertible at any time, by the holders, beginning on the date of issuance. However, the holders may not convert any outstanding amounts due under the note if at the time of such conversion the amount of common stock issued for the conversion, when added to other shares of Company common stock owned by the holders or which can be acquired by holders upon exercise or conversion of any other instrument, would cause the holder to own more than 4.9% of the Company’s outstanding common stock.  Beginning on the issuance date, the outstanding principal amount of the note, and any accrued interest, will automatically convert into shares of the Company’s common stock if the Company’s common stock closes at or above $6 per share for five (5) consecutive trading days while listed on Nasdaq. The Company evaluated the convertible notes payable for derivative embedded and beneficial conversion features. The Company determined that there were beneficial conversion features to record. The total beneficial conversion feature debt discount of $460,215 is amortized over the life of the convertible notes payable.  The debt discount recorded as amortization of interest – beneficial conversion feature in the Consolidated Statements of Operations was $163,059 for the year ended December 31, 2021.  As of December 31, 2021, these notes carry outstanding warrants of 502,500. The relative fair market value of the related stock warrants granted during the year ended December 31, 2021 and December 31, 2020 was $541,707 and none, respectively.  The unamortized discount at December 31, 2021 and December 31, 2020 was $351,424 and none, respectively. Stock warrants amortization expense recorded as interest expense was $190,283 for the year ended December 31, 2021.

F-20

Table of Contents

Convertible Notes Payable

The Company has three convertible notes payable to non-related parties that have a principal balance of $56,683 as of December 31, 2021 and December 31, 2020. These notes carry interest rates ranging from 5% - 12% and have due dates ranging from February 2013 to March 2022. Two of the three notes are currently in default. These notes carry conversion prices ranging from $2.00- $10.7619 per share. Subsequent to December 31, 20082021 a note with a principal balance of $47,500 was converted into common stock (see Note 18). The Company evaluated these convertible notes payable for derivative embedded and 2007.  Rentbeneficial conversion features. The Company determined that there were beneficial conversion features to record. The conversion features were either fully amortized upon grant or over the life of the convertible notes payable. The conversion features were fully amortized prior to 2020.

During 2020, the Company entered into Debt Conversion and Common Stock Purchase Plans with six non-related parties, under which the Company agreed to issue 50,135 shares of its common stock in exchange for a reduction of eleven convertible notes payable to non-related parties. The amount of the debt reduction, and therefore the purchase price of the shares, was $166,750 which was used for the deduction of non-related party convertible notes payable principal of $83,953 and accrued interest of $82,797. The Company recorded a non-related party gain on loan extinguishment of approximately $103,000.

During 2020, the Company also entered into a non-related party convertible note payable agreement to convert a high interest rate convertible non-related party note payable with a principal balance of $25,000 and accrued interest due of $22,500 to a non-related party convertible note payable of $47,500 that accrues interest at 5%. The note conversion rate is $2 per common share. The Company recorded a loss on non-related party debt extinguishment of $11,697.

During 2020, the holder of a $25,000 convertible promissory note with interest at 30% and accrued interest of $61,875 replaced the carrying amount of the note and its conversion features with a new non-convertible note totaling $25,000 that bears interest at 5%. The Company recorded a gain on non-related party debt extinguishment of $61,875.

Non-convertible Notes Payable

The Company has three non-convertible notes payable to non-related parties that have a principal balance of $42,500 as of December 31, 2021, and December 31, 2020. These notes carry interest rates ranging from 5% - 10% and have due dates ranging from 12/25/2013 - 6/06/2022. Two of the three notes are currently in default. 

During 2020, the Company entered into a Debt Conversion and Common Stock Purchase Plan with a non-related party, under which the Company agreed to issue 20,313 shares of its common stock in exchange for a reduction of a non-convertible non-related party note payable. The amount of the debt reduction, and therefore the purchase price of the shares, was $67,561 which was used for the deduction of non-related party non-convertible notes payable principal of $3,938 and accrued interest of $63,623. The Company recorded a non-related party gain on loan extinguishment of approximately $14,000.

On May 12, 2020, the Company received proceeds of $41,665 from a commercial bank under the SBA Payroll Protection Loan Program. The loan requires interest at 1% and 18 monthly payments of principal and interest beginning December 5, 2020. Provisions of the SBA Payroll Protection Loan Program allow for portions or all the loan balance to be forgiven should certain criteria be met.  On December 7, 2020 the Company was notified that the principal balance and accrued interest of $242 was forgiven, and thus the Company recorded a gain on loan extinguishment of approximately $42,000.

Notes Payable with Warrants

The Company has one note payable with detached free-standing warrants to a non-related party that has a principal balance of $5,000 and $5,000 as of December 31, 2021 and December 31, 2020, respectively. This note carries an interest rate of 10% and had a due date of 9/11/2014. This note is currently in default.  The detached free-standing warrants for this note payable were not exercised by the note holder and expired on May 16, 2019.

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NOTE 11.  DERIVATIVE LIABILITY

In September 2021, the Company completed a financing transition and received $2,500,000 from the Purchaser and in exchange issued an 18% Original Issue Discount Convertible Debenture in the principal amount of $3,048,781. The debenture includes voluntary and automatic conversion features at a variable conversion prices convertible into the Company’s common shares at an undetermined future date. In 2019, the Company borrowed $70,000 under convertible promissory note agreements from an unrelated party that are due upon demand.  The notes bear interest at a rate of 10% per annum and are convertible into the Company’s common shares at a variable conversion price based on a 50% discount of the market price at an undetermined future date. The Company analyzed the conversion features of the debenture and note agreements for derivative accounting consideration under ASU 2017-11 (ASC 815-15, Derivatives and Hedging), and determined the embedded conversion features should be classified as a derivative because the exercise price of the convertible debenture and notes are subject to variable conversion rates and should therefore be accounted for at fair value under ASC 820 and ASC 825. In accordance with ASC 815-15, the Company has bifurcated the conversion features of the debenture and notes and recorded a derivative liability.

The embedded derivative for the debenture and the notes were carried on the Company’s balance sheet at fair value. The derivative liability was revalued each measurement period and any unrealized change in fair value is recorded as a component of the Consolidated Statement of Operations and the associated fair value carrying amount on the balance sheet was adjusted by the change.

The Company fair valued the debenture embedded derivative using a Monte Carlo simulation model based on the following assumptions: (1) expected volatility of 120%, (2) risk-free interest rate of 0.05%, and (3) expected life from 4 to 6 months. On September 28, 2021, the Closing Date of the transaction, the fair value of the embedded derivative was $980,000 and is amortized to interest over the term of the Debenture. Utilizing level 3 inputs, the Company recorded a fair value loss of $60,000 for the year ended December 31, 2021. The fair value of the embedded derivative recorded on the balance sheet as a liability was $1,040,000 at December 31, 2021.

The Company fair valued the notes embedded derivatives using a Monte Carlo simulation model based on the following assumptions: (1) expected volatility of 180%, (2) risk-free interest rate of 0.13%, and (3) expected life from 1 month to 1 year. On March 1, 2019, the date of the first note, the fair value of the embedded derivative was $28,000. On May 3, 2019, the date of the second note, the fair value of the embedded derivative was $28,100. On October 26, 2019, the date of the third note, the fair value of the embedded derivative was $8,700. The notes carried an embedded conversion feature of $64,800 that was fully amortized to interest expense during the year ended December 31, 2019. The notes were not converted and deemed paid in full at the closing of $13,200the Transaction on June 5, 2020. The principal amounts of these notes were settled and $12,527transferred to the APA Note and a loss on debt extinguishment of $273,462 was incurredrecognized during the year ended December 31, 2020.  The fair value of the embedded derivative recorded on the balance sheet as a liability was none at December 31, 2020. Utilizing level 3 inputs, the Company recorded a fair value gain of $60,650 for the year ended December 31, 2020.

A summary of the activity of the derivative liability is shown below:

Balance at December 31, 2019

 

$60,650

 

Fair value adjustments (including settlements)

 

 

(60,650)

Balance at December 31, 2020

 

$-

 

 

 

 

 

 

Balance at December 31, 2020

 

$0

 

Fair value of derivatives issued

 

 

980,000

 

Fair value adjustments

 

 

60,000

 

Balance at December 31, 2021

 

$1,040,000

 

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NOTE 12. COMMON STOCK

The Company’s common stock transactions for the year ended December 31, 2020 consists of the following:

1,025 shares were issued at $20.29 per share to a non-related party as compensation for services provided. 

72,159 shares were issued for services provided under an Employment Agreement with Kevin Moore dated October 25, 2019.

454,097 shares were issued for the conversion of $65,728 of related parties’ debt from $0.1530 to $0.13304 per share pursuant to terms of the convertible promissory notes. 454,097 stock warrants were settled along with the related party debt.

12,000,000 shares were issued to complete the Transaction with IDTEC that was accounted for as an asset purchase.   The shares were issued at a value of $27,120,000.

159,395 shares were issued to non-related parties for the conversion of approximately $266,000 of accounts payable and accrued expenses from $0.5821 to $3.326 per share.  The Company recorded a net gain of approximately $62,000 resulting from the stock issuance.

260,150 shares were issued to related parties for the conversion of $852,196 of related party payables from $1.115 to $3.326 per share.  A related party gain of $272,299 was recorded as additional paid-in capital.

648,739 shares were issued to related parties for the conversion of $622,004 of debt from $0.9146 to $3.326 per share.  The Company recorded $143,660 of loss on debt extinguishment and a related party gain of $124,291 was recorded as additional paid in-capital as a result of the stock issuance.

70,448 shares were issued to non-related parties for the conversion of $65,391 of debt at $3.326 per share.  The Company recorded $41,665 of loss resulting from the stock issuance. 

3,103,028 shares were issued to a related party for the conversion of $1,551,514 of debt under the terms of a convertible promissory note. The note converted at $0.50 per share.    

2,700,000 shares were issued to a related party under the terms governing the shares of Series A-1 Convertible Preferred Stock.  In addition, as a result of the conversion of the Series A-1 Convertible Preferred Stock we owed accrued dividends totaling $107,880, which we could pay in cash or in shares of our common stock based on the price of common stock on the applicable dividend dates.  Our management and Board of Directors elected to pay the accrued dividends in shares of common stock.  Based on the price of the common stock on the applicable dividend dates, we owed 43,169 shares of common stock in full satisfaction of the accrued dividends.  As of December 31, 2020, 43,169 shares were recorded in common stock subscriptions payable and were issued on January 6, 2021.  

The Company’s common stock transactions for the year ended December 31, 2021 consists of the following:

The Company issued 43,169 shares of its common stock to SOBR Safe, LLC, an entity controlled by a beneficial owner of the Company, in full satisfaction of $107,880 of accrued dividends resulting from the December 2020 conversion of the Series A-1 Convertible Preferred Stock into common shares, (see Note 13).

The Company issued 16,000 shares of its common stock valued at $49,600 to its landlord under the terms of a lease agreement expiring in February 2022.  The amount has been recorded as prepaid expense and amortized monthly over the lease term as general and administrative expense in the consolidated statement of operations.

The Company issued 104,418 shares of its common stock valued at $145,805 previously recorded in stock subscriptions payable for contracted consulting services.

The Company issued 176,938 shares of its common stock to IDTEC at the stock warrant exercise price of $0.50 per share. 

The Company issued 73,106 shares of its common stock at the stock options exercise price of $0.26342 per share.    

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NOTE 13. PREFERRED STOCK

On November 20, 2015, the Company’s Board of Directors authorized a class of stock designated as preferred stock with a par value of $0.00001 per share comprising 25,000,000 shares, 3,000,000 shares of which were classified as Series A Convertible Preferred Stock. In each calendar year, the holders of the Series A Convertible Preferred Stock are entitled to receive, when, as and if, declared by the Board of Directors, out of any funds and assets of the Company legally available, non-cumulative dividends, in an amount equal to any dividends or other Distribution on the common stock in such calendar year (other than a Common Stock Dividend). No dividends (other than a Common Stock Dividend) shall be paid and no distribution shall be made with respect to the common stock unless dividends shall have been paid or declared and set apart for payment to the holders of the Series A Convertible Preferred Stock simultaneously. Dividends on the Series A Convertible Preferred Stock shall not be mandatory or cumulative, and no rights or interest shall accrue to the holders of the Series A Convertible Preferred Stock by reason of the fact that the Company shall fail to declare or pay dividends on the Series A Convertible Preferred Stock, except for such rights or interest that may arise as a result of the Company paying a dividend or making a distribution on the common stock in violation of the terms. The holders of each share of Series A Convertible Preferred Stock then outstanding shall be entitled to be paid, out of the Available Funds and Assets, and prior and in preference to any payment or Distribution (or any setting part of any payment or Distribution) of any Available Funds and Assets on any shares of common stock, and equal in preference to any payment or Distribution (or any setting part of any payment or Distribution)  of any Available Funds and Assets on any shares of any other series of preferred stock that have liquidation preference, an amount per share equal to the Original Issue Price of the Series A Convertible Preferred Stock plus all declared but unpaid dividends on the Series A Convertible Preferred Stock. A reorganization, or any other consolidation or merger of the Company with or into any other corporation, or any other sale of all or substantially all of the assets of the Company, shall not be deemed a liquidation, dissolution, or winding up of the Company. Shares of the Series A Convertible Preferred Stock are convertible at a 35% discount rate to the average closing price per share of the Company’s common stock (either as listed on a national exchange or as quoted over-the-market) for the last 15 trading days immediately prior to conversion. However, no conversions of the Series A Convertible Preferred Stock to shares of common stock can occur unless the average closing price per share of the Corporation’s common stock (either as listed on a national exchange or as quoted over-the-market) for the last 15 trading days immediately prior to conversion is at least $1.67. The shares of Series A Convertible Preferred Stock vote on a one for one basis. The right of conversion is limited by the fact the holder of the Series A Convertible Preferred Stock may not convert if such conversion would cause the holder to beneficially own more than 4.9% of the Company’s common stock after giving effect to such conversion. 

In accordance with the August 8, 2019 Investment Agreement with FCV, on December 9, 2019, the Company’s Board of Directors created a class of preferred stock designated as 8% Series A-1 Convertible Preferred Stock comprising of 2,000,000 shares. During 2020, the authorized shares were increased to 2,700,000 shares.  The rights and preferences of the 8% Series A-1 Convertible Preferred Stock are as follows: (a) dividend rights of 8% per annum based on the original issuance price of $1 per share, (b) liquidation preference over the Company’s common stock, (c) conversion rights into shares of the Company’s common stock at $1 per share (not to be affected by any reverse stock split in connection with the Asset Purchase Agreement with IDTEC), (d) redemption rights such that we have the right, upon 30 days written notice, at any time after one year from the date of issuance, to redeem all or part of the Series A-1 Convertible Preferred Stock for 150% of the original issuance price, (e) no call rights by the Company, and (f) each share of Series A-1 Convertible Preferred Stock will vote on an “as converted” basis.

On December 9, 2019, the Company’s Board of Directors created a class of preferred stock designated as 8% Series A-1 Convertible Preferred Stock comprising of 2,000,000 shares. During 2020, the authorized shares were increased to 2,700,000 shares.  The rights and preferences of the 8% Series A-1 Convertible Preferred Stock are as follows: (a) dividend rights of 8% per annum based on the original issuance price of $1 per share, (b) liquidation preference over the Company’s common stock, (c) conversion rights into shares of the Company’s common stock at $1 per share (not to be affected by any reverse stock split in connection with the Asset Purchase Agreement with IDTEC), (d) redemption rights such that we have the right, upon 30 days written notice, at any time after one year from the date of issuance, to redeem all or part of the Series A-1 Convertible Preferred Stock for 150% of the original issuance price, (e) no call rights by the Company, and (f) each share of Series A-1 Convertible Preferred Stock will vote on an “as converted” basis.

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On December 12, 2019, the Company entered into a Series A-1 Preferred Stock Purchase Agreement (the “SPA”) with SOBR SAFE, LLC (“SOBR SAFE”), a Delaware limited liability company and an entity controlled by a beneficial owner of the Company, under which SOBR SAFE agreed to acquire 1,000,000 shares of our Series A-1 Convertible Preferred Stock in exchange for $1,000,000 (the “Purchase Price”). The Company received the Purchase Price on December 12, 2019.

On May 7, 2020, the Company amended a Convertible Preferred Stock Investment Agreement granting the exclusive right to SOBR SAFE to purchase up to 2,700,000 shares.   

On July 2, 2020, the Company executed Amendment No. 2 to the Stock Investment Agreement which provides that the full amount of each dividend due on a dividend payment date, even if not declared, shall be paid to any holder regardless of the date on which the holder acquired the stock. 

On December 7, 2020, we sent a Notice of Automatic Conversion and Calculation of Dividend Shares to SOBR SAFE notifying them that under the terms governing the shares of Series A-1 Convertible Preferred Stock the 2,700,000 shares of Series A-1 Convertible Preferred Stock owned by SOBR SAFE automatically converted into 2,700,000 shares of our common stock.  In addition, as a result of the conversion of the Series A-1 Convertible Preferred Stock we owed SOBR SAFE accrued dividends totaling $107,880, which we could pay in cash or in shares of our common stock based on the price of common stock on the applicable dividend dates.  Our management and Board of Directors elected to pay SOBR SAFE the accrued dividends in shares of our common stock. 

NOTE 14.  STOCK SUBSCRIPTIONS PAYABLE

The Company has no common stock subscriptions payable at December 31, 2021. The Company had stock subscriptions payable of $253,685 payable with 147,587 of its common shares of which $111,024 was payable to related parties with 60,087 of its common shares as of December 31, 2020.  These amounts were settled in 2021.

NOTE 15.  STOCK WARRANTS, STOCK OPTIONS AND RESTRICTED STOCK UNITS

The Company accounts for share-based compensation stock options and restricted stock units, and non-employee stock warrants under ASC 718, whereby costs are recorded based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable, utilizing the Black-Scholes pricing model for stock options and warrants, and the closing price of our common stock on the grant date for restricted stock units. Unless otherwise provided for, the Company covers equity instrument exercises by issuing new shares. 

Stock Warrants

On August 8, 2019, the Company entered into an 8% Series A-1 Convertible Preferred Stock Investment agreement with First Capital Ventures, LLC (“FCV”), an entity controlled by a beneficial owner of the Company. FCV set up a special purpose vehicle (“SPV”) or SOBR SAFE, LLC, an entity controlled by a beneficial owner of the Company,  that purchased 1,000,000 of the 8% Series A-1 Convertible Preferred Shares at $1.00 per share on December 12, 2019. Upon purchase, the Company issued the SPV through FCV a three-year warrant to purchase 144,317 shares of the Company’s common stock at an exercise price of $1.039375 per share. The number of warrants outstanding to the SPV through FCV at December 31, 2021 and December 31, 2020 are 144,317 and 144,317, respectively. 

On May 4, 2020, the Company entered into an agreement with a vendor to provide investor relations services.  Under the terms of the agreement, the Company issued warrants to purchase up to 120,000 shares of our common stock at an exercise price of $2.00 per share. The warrants expire five years after the date of issuance. Approximately $220,000 of expense was recognized for the warrants issued for the services provide by the vendor.  In 2021, the vendor agreed to forfeit the warrants back to the Company.  

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On June 5, 2020, upon closing of the Transaction, the Company entered into a Waiver Under Asset Purchase Agreement and Post-Closing Covenant Agreement under which we issued warrants to IDTEC to purchase up to 320,000 shares of our common stock (post-split) at an exercise price of $0.50 per share. The warrants expire five years after the date of issuance, (see Note 3).  The number of warrants outstanding at December 31, 2021 and December 31, 2020 are 143,062 and 320,000, respectively. 

During March, April and May 2021, the Company issued through the Offering convertible notes payable with warrants, (see Note 10), to purchase up to 1,002,500 shares of our common stock at an exercise price of $3 per share. The warrants expire two years after the date of issuance.

On September 28, 2021, the Closing Date, the Company issued through the sale of the Debenture (see Note 9), warrants to purchase up to 1,219,512 shares of our common stock at an exercise price of $2 per share. The warrants expire five years after the date of issuance.

The total outstanding balance of all non-employee stock warrants in the Company is 2,509,391 and 584,317 at December 31, 2021 and December 31 2020, respectively. There were 2,222,012 non-employee detached free-standing stock warrants granted during the year ended December 31, 2021 and 440,000 non-employee detached free-standing stock warrants granted during the year ended December 31, 2020. The fair value of these non-employee stock warrants granted during the years ended December 31, 2021 and 2020 totaled $1,939,756 and $915,124, respectively, and were determined using the Black-Scholes option pricing model based on the following assumptions:

 

 

December 31, 2021

 

 

December 31, 2020

 

Exercise Price 

 

$

3.00-$2.00

 

 

$

       0.50-$2.00

 

Dividend Yield 

 

 

0%

 

 

0%

Volatility 

 

   120%-158

%

 

      153% - 154

%

Risk-free Interest Rate 

 

 0.14%- 0.98

%

 

   0.19% – 0.29

%

Life of Warrants

 

 2-5 Years

 

 

      5 Years

 

The following table summarizes the changes in the Company’s outstanding warrants during the years ended December 31, 2020 and 2021:

 

 

Warrants

Outstanding

Number of

Shares

 

 

Exercise Price Per

Share

 

Weighted Average Remaining Contractual Life

 

 

Weighted Average

Exercise Price Per Share

 

 

Aggregate Intrinsic Value

 

Balance at December 31, 2019

 

 

598,414

 

 

$

        0.13304 -1.039375

 

 

3.97 Years

 

 

$0.3592

 

 

$1,276,870

 

Warrants Granted

 

 

440,000

 

 

$

       0.50 – 2.00

 

 

4.41 Years

 

 

$0.9091

 

 

$898,000

 

Warrants Exercised

 

 

(454,097)

 

$

       0.13304 - 0.15299

 

 

 

 

 

$0.1451

 

 

 

 

 

Warrants Expired  

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2020

 

 

584,317

 

 

$

0.50 – 2.00

 

 

3.80 Years

 

 

$0.9413

 

 

$1,173,737

 

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Warrants

Outstanding

Number of

Shares

 

 

Exercise Price Per

Share

 

 

Weighted Average Remaining Contractual Life

 

Weighted Average

Exercise Price Per Share

 

 

Aggregate Intrinsic Value

 

Balance at December 31, 2020

 

 

584,317

 

 

$

       0.50 – 2.00

 

 

3.80 Years

 

$0.9413

 

 

$1,173,737

 

Warrants Granted

 

 

2,222,012

 

 

$

3.00-2.00

 

 

3.15 Years

 

$2.45

 

 

$1,152,852

 

Warrants Exercised

 

 

(176,938)

 

$0.50

 

 

 

 

$0.50

 

 

 

 

 

Warrants Expired/Forfeited  

 

 

(120,000)

 

$2.00

 

 

 

 

$2.00

 

 

 

 

 

Balance at December 31, 2021

 

 

2,509,391

 

 

$

      0.50 – 3.00

 

 

3.04 Years

 

$2.26

 

 

$1,784,838

 

Share-Based Compensation

On October 24, 2019, the Company’s 2019 Equity Incentive Plan (the “Plan”) went effective authorizing 3,848,467 shares of Company common stock for issuance as stock options and restricted stock units (“RSUs”) to employees, directors or consultants. The Plan was approved by the Company’s Board of Directors and the holders of a majority of the Company’s voting stock on September 9, 2019. The plan’s number of authorized shares is 3,848,467.  In January 2022, the stockholders ratified a further authorization of shares of common stock for a total of 5,200,000 shares subject to the Plan.

The Company generally recognizes share-based compensation expense on the grant date and over the period of vesting or period that services will be provided.

Stock Options

As of December 31, 2021 and December 31, 2020, the Company has granted Plan stock options to acquire 3,109,763 and 2,521,922 shares of common stock, respectively. As of December 31, 2021, the Plan has 1,856,521 vested shares and 1,253,242 non-vested shares. As of December 31, 2020, the Plan had 1,202,168 vested shares and 1,319,754 non-vested shares.   The stock options are held by our officers, directors, employees, and certain key consultants. 

During 2021, under the Plan, the Company granted stock options to acquire 1,160,000 shares of its common stock at exercise prices ranging from $2.77 to $3.58.  The weighted average fair value of the options granted was approximately $3,074,000.  The stock options vest monthly and quarterly over 6 months to 3-year terms.  A total of 138,680 stock options were vested as of December 31, 2021.  None of the vested stock options have been exercised and no shares have been issued as December 31, 2021. 

For the years ended December 31, 2021 and 2020, the Company recorded in general and administrative expense $723,261 and $239,478, respectively, of share-based compensation related to the stock options. The unrecognized compensation expense as of December 31, 2021 was approximately $2,200,000 for non-vested share-based awards to be recognized over periods of approximately five months to three years.

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In applying the Black-Scholes options pricing model, assumptions used to compute the fair value of the stock options granted during the year ended December 31, 2021 and 2020 were as follows:

 

 

December 31, 2021

 

 

December 31, 2020

 

Exercise Price

 

$

2.77-3.58

 

 

$

1.645-3.30

 

Dividend Yield

 

 

0%

 

 

0%

Expected Volatility

 

138%-198

%

 

162%-181

%

Risk-free Interest Rate

 

0.10%-0.79

%

 

0.19%-0.43

%

Expected Life

 

2.7- 6.2 years

 

 

1-2.7 years

 

The following table summarizes the changes in the Company’s outstanding stock options during the years ended December 31, 2020 and 2021:

 

 

Options

Outstanding

Number of

Shares

 

 

Exercise Price Per

 Share

 

 

Weighted Average Remaining Contractual Life

 

Weighted Average

Exercise Price Per Share

 

 

Aggregate Intrinsic Value

 

Balance at December 31, 2019

 

 

2,381,240

 

 

$

        0.2634 – 1.039

 

 

      9.00 Years

 

$0.2761

 

 

$5,238,080

 

Granted

 

 

71,894

 

 

$

1.65-3.30

 

 

2.39 Years

 

$2.15

 

 

$57,815

 

Exercised

 

 

(45,906)

 

$

1.039

 

 

 

 

 

 

 

 

 

 

 

Cancelled/Expired/Forfeited

 

 

-

 

 

 

0

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2020

 

 

2,407,228

 

 

$

0.2634 – 3.30

 

 

        7.86 Years

 

$0.3359

 

 

$6,292,844

 

 

 

Options

Outstanding

Number of

Shares

 

 

  Exercise Price Per

 Share

 

 

Weighted Average Remaining Contractual Life

 

Weighted Average

Exercise Price Per Share

 

 

Aggregate Intrinsic Value

 

Balance at December 31, 2020

 

 

2,407,228

 

 

$

0.2634 – 3.30

 

 

      7.86 Years

 

$0.3359

 

 

$6,292,844

 

Granted

 

 

1,160,000

 

 

$

2.77 – 3.58

 

 

        3.87 Years

 

$3.23

 

 

$(301,815)

Exercised

 

 

(73,106)

 

$0.2634

 

 

 

 

$0.2634

 

 

 

 

 

Cancelled/Expired/Forfeited

 

 

(334,053)

 

$

0.2634-3.29

 

 

 

 

$2.86

 

 

 

 

 

Balance at December 31, 2021

 

 

3,160,069

 

 

$

0.26342 – 3.58

 

 

        6.21 Years

 

$1.13

 

 

$5,804,517

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at December 31, 2020

 

 

1,252,474

 

 

$

     0.2634 – 3.300

 

 

  7.4 Years

 

$0.3165

 

 

$3,299,006

 

Exercisable at December 31, 2021            

 

 

1,906,827

 

 

$

      0.26342 – 3.58

 

 

  6.7 Years

 

$0.5287

 

 

$4,655,089

 

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Restricted Stock Units

The Plan provides for the grant of RSUs.  RSUs are settled in shares of the Company’s common stock as the RSUs become vested.  On January 12, 2022, 50,000 shares of the Company’s common stock was issued for the RSUs vested during 2021.  In October and November 2020, the Company granted 165,000 service-based RSUs to a director vesting the earlier of the expiration of any lock-up period that includes the securities of the Company owned by the Plan participant after the up lift of the Company to a national exchange or January 1, 2023.  In November 2020, the Company granted 50,000 performance based RSUs to a consultant vesting over a period of one year.  In May 2021, the Company granted 10,000 service based RSUs to an executive officer.  In September 2021, the Company granted 125,756 service based RSUs to executive officers and 50,000 service based RSUs to its legal counsel.  In October 2021, the Company granted 50,000 service based RSUs to an executive officer. All RSUs granted in 2021 vest the earlier of the expiration of any lock-up period that includes the securities of the Company owned by the Plan participant after the up list of the Company to a national exchange or January 1, 2023. 

The following table summarizes RSU activity under the Plan for the years ended December 31, 2020 and 2021:

 

 

RSUs

 

 

Weighted Average

Grant Date Fair Value Per Share

 

 

Weighted Average

Vesting Period

 

Unvested at December 31, 2019

 

 

-

 

 

$0

 

 

 

-

 

Granted

 

 

215,000

 

 

$2.92

 

 

1.69  Years 

 

Unvested at December 31, 2020

 

 

215,000

 

 

$2.92

 

 

1.54  Years

 

Granted

 

 

235,756

 

 

$2.84

 

 

1.35  Years

 

Vested

 

 

(50,000)

 

$2.99

 

 

 

 

 

Unvested at December 31, 2021

 

 

400,756

 

 

$2.86

 

 

1.00  Years

 

For the years ended December 31, 2021 and 2020, the Company recorded in stock-based compensation expense $364,057 and none, respectively, of RSU based compensation.  The fair value of RSUs granted during the years ended December 31, 2021 and 2020 was $669,750 and $626,800, respectively.  As of December 31, 2021, total estimated compensation costs of RSUs granted and outstanding but not yet vested was $932,493 which is expected to be recognized over 1 year. 

Executive Officers Stock Options and RSUs

The Company has 2,470,445 outstanding executive officers stock options exercisable at $0.26341 to $3.38 per share with a weighted average remaining contractual life of 6.9 years as of December 31, 2021 and 2,068,551 outstanding executive stock options exercisable at $0.26341 per share with a weighted average remaining contractual life of 8.7 years as of December 31, 2020. The Company has 185,756 unvested RSUs granted to executive officers with a remaining weighted average vesting period of 1 year as of December 31, 2021.  There were no unvested RSUs granted to executive officers as of December 31, 2020.

On October 25, 2019, the Company granted Charles Bennington, one of the Company’s former executive officers, options to acquire 24,053 shares of the Company’s common stock under the Plan. The stock options have an exercise price of $0.2635 and vest quarterly over a one-year period commencing January 1, 2020. The stock options have a five-year term. A total of 24,053 vested options were exercised in 2021 and shares have been issued as of December 31, 2021. 

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Table of Contents

On October 25, 2019, the Company granted Nick Noceti, the Company’s former Chief Financial Officer, options to acquire 24,053 shares of the Company’s common stock under the Plan. The stock options have an exercise price of $0.2635 and vest quarterly over a two-year period commencing January 1, 2020. The stock options have a five-year term. On termination of services in June of 2020 the vesting period ceased and the period to exercise the vested options expired in 2021 without the vested options being exercised.  The options to acquire 24,053 shares were forfeited and cancelled in 2021.

On October 25, 2019, the Company entered into an Employment Agreement with Kevin Moore to serve as the Company’s Chief Executive Officer which was amended when he resigned from that position in October 2021. Under the terms of the agreement, the Company granted Kevin Moore stock options under the Plan to acquire 1,058,328 shares of its common stock at an exercise price of $0.2635. The stock options vest in 36 equal monthly installments of 29,398 shares during the term of his Employment Agreement. A total of 764,348 and 411,572 stock options were vested as of December 31, 2021 and December 31, 2020, respectively. None of the vested stock options have been exercised and no shares have been issued as of December 31, 2021 or December 31, 2020. In September 2021, 62,878 RSUs were granted under the Plan for executive services bonus.  The RSUs per share weighted average fair value at grant date was $2.95 with a weighted average vesting period of 1 year as of December 31, 2021. The RSUs vest the earlier of the expiration of any lock-up period that includes the securities of the Company owned by the Plan participant after the up lift of the Company to a national exchange or January 1, 2023. 

On October 25, 2019, the Company entered into an Employment Agreement with David Gandini to serve as the Company’s Chief Revenue Officer and subsequently as the Company’s Chief Executive Office effective October 2021. Under the terms of the agreement, the Company granted David Gandini stock options under its 2019 Equity Compensation Plan to acquire 721,588 shares of its common stock at an exercise price of $0.2635. The stock options vest in 36 equal monthly installments of 20,044 shares during the three-year term of his Employment Agreement. David Gandini was also granted an aggregate of 240,529 additional option shares (the “Pre-Vesting Option Shares”) to vest as follows: (i) 200,439 Pre-Vesting Option Shares representing the monthly vesting option shares for the ten months ended October 31, 2019 to vest on November 1, 2019; and (ii) the remaining 40,090 Pre-Vesting Option Shares representing the monthly vesting option shares for the two months ended December 31, 2019 shall vest on January 1, 2020. The stock options have a ten-year term.  A total of 761,675 and 521,146 stock options were vested as of December 31, 2021 and December 31, 2020, respectively. None of the vested stock options have been exercised and no shares have been issued as of December 31, 2021 or December 31, 2020. In September 2021, 62,878 RSUs were granted under the Plan for executive services bonus.  The RSUs per share weighted average fair value at grant date was $2.95 with a weighted average vesting period of 1 year as of December 31, 2021. The RSUs vest the earlier of the expiration of any lock-up period that includes the securities of the Company owned by the Plan participant after the up lift of the Company to a national exchange or January 1, 2023. 

On August 17, 2021, the Company entered into an Employment Agreement with Scott Bennett to serve as the Company’s Executive Vice President of Business Operations beginning on October 18, 2021.  Under the terms of the agreement, the Company granted Scott Bennett under the Plan stock options to acquire 100,000 shares of our common stock at an exercise price of $3.07 per share and 50,000 RSUs.  The stock options vest in equal quarterly installments over a two-year period during the term of his Employment Agreement.  The RSUs per share weighted average fair value at grant date was $2.80. Prior to his hiring as an executive officer, under a prior employment agreement with the Company he was granted in May 2021 under the Plan stock options to acquire 100,000 shares of our common stock at an exercise price of $3.38 and 10,000 RSUs pursuant to a prior consulting arrangement with the Company.  The stock options vest in equal monthly installments over a three-year period. The RSUs per share weighted average fair value at grant date was $3.38. A total of 37,500 stock options were vested as of December 31, 2021. None of the vested stock options have been exercised and no shares have been issued as of December 31, 2021. The RSUs weighted average vesting period is 1 year as of December 31, 2021. The RSUs vest the earlier of the expiration of any lock-up period that includes the securities of the Company owned by the Plan participant after the up lift of the Company to a national exchange or January 1, 2023. 

On October 18, 2021, the Company entered into an Employment Agreement with Michael Watson to serve as the Company’s Executive Vice President of Sales and Marketing and Revenue Officer.  Under the terms of the agreement, the Company granted Michael Watson under the Plan stock options to acquire 250,000 shares of our common stock at an exercise price of $3.07 per share. The stock options vest in equal quarterly installments over a two-year period during the term of his Employment Agreement. A total of 31,250 stock options were vested as of December 31, 2021. None of the vested stock options have been exercised and no shares have been issued as of December 31, 2021.

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NOTE 16. COMMITMENTS AND CONTINGENCIES

Operating Leases

On October 15, 2019, the Company entered into a short-term lease agreement that is between $2,800 - $2,900 per month and ended on October 31, 2020. The lease was renewed for another twelve months under the same general terms and conditions.  The lease was subsequently canceled to accommodate additional space, and a new lease was executed February 26, 2021, effective for a 12-month term beginning March 1, 2021.  The lease requires monthly base rent payments of $6,000 and the issuance of 16,000 shares of the Company’s common stock.  The value of the common stock of $49,600 is amortized to rent expense on a monthly basis over the lease term.  The Company also leases  office space for approximately $5,000 per month on a short-term (month to month) basis through a related party that terminates at any time. Rent expense under office leases, including CAM charges, was $158,096 and $63,978 for the years ended December 31, 2021 and 2020, respectively.

Legal Proceedings

On December 6, 2006, Orange County Valet and Security Patrol, Inc. filed a lawsuit against us in Orange County California State Superior Court for Breach of Contract in the amount of $11,164. A default judgment was taken against us in this matter. In mid-2013, we learned the Plaintiff’s perfected the judgment against us, but we have not heard from the Plaintiffs as of December 2021.  As of December 31, 2021, the Company has accrued $11,164 plus accrued interest of approximately $18,000.  In the event we pay any money related to this lawsuit, IDTEC agreed, in connection with us closing the asset purchase transaction with IDTEC, to pay the amount for us in exchange for shares of our common stock.

We had one outstanding judgment against us involving a past employee of the Company. The matter was under the purview of the State of California, Franchise Tax Board, Industrial Health and Safety Collections. We owed  $28,786 plus accrued interest of approximately $53,000, which had been accrued as of December 31, 2020, to our ex-employee for unpaid wages under these Orders.  On March 8, 2021, we received an Acknowledgement of Satisfaction of Judgement-Full by the California Court that the judgement has been settled with a payment of approximately $85,000 including accrued interest through settlement date and legal fees of approximately $3,000.  IDTEC agreed, in connection with us closing the asset purchase transaction with IDTEC, to pay the amounts for us in exchange for shares of our common stock. 

NOTE 17. INCOME TAXES

Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur.

For the years ended December 31, 2021 and 2020, the Company incurred net losses and therefore has no tax liability. The Company began operations in 2007 and 2006, respectively.




F-14



IMAGINE MEDIA LTD. AND SUBSIDIARY

Noteshas net operating loss carry-forwards of approximately $18,300,000 that will be carried forward and can be used through the year 2040 and beyond to Consolidated Financial Statements



(5)  Income taxes


A reconciliation ofoffset future taxable income. In the U.S. statutory federalfuture, the cumulative net operating loss carry forward for income tax ratepurposes may differ from the cumulative financial statement loss due to the effectivetiming differences between financial and tax rate is as follows:reporting.

 

        December 31,         

 

    2007 

 

    2006 

U.S. federal statutory graduated rate

15.00%

 

15.00%

State income tax rate,

   

    net of federal benefit

3.94%

 

3.94%

Permanent difference

0.00%

 

0.00%

Net operating loss for which no tax

   

  benefit is currently available.

     -18.94%

 

     -18.94%

 

        0.00%

 

        0.00%


At December 31, 2007, deferred tax assets consisted of a2021 and 2020, the Company has net tax asset of $76,214, due to operating loss carry forwards of $402,397,approximately $18,300,000 and $13,300,000, respectively, that may be offset against future taxable income, if any. These carry-forwards are subject to review by the Internal Revenue Service. As of which $237,442 is attributed toDecember 31, 2021 and 2020, the historical operationsdeferred tax asset of approximately $4,129,000 and $2,830,000, respectively, created by the net operating losses has been offset by a 100% valuation allowance because the likelihood of realization of the magazine, which was fully allowed for,tax benefit cannot be determined. The change in the valuation allowance in 2021 and 2020 was approximately $1,299,000 and $998,000, respectively.

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Table of Contents

There is no current or deferred tax expense for the years ended December 31, 2021 and 2020. The Company has not filed its tax returns for the years ended 2012 through 2021; however, management believes there are no taxes due as of $76,214.  December 31, 2021 and 2020.

The valuation allowance offsetsCompany includes interest and penalties arising from the underpayment of income taxes in general and administrative expense in the consolidated statements of operations.

The provision for Federal income tax consists of the following for the years ended December 31, 2021 and 2020:

 

 

December 31, 2021

 

 

December 31, 2020

 

Income tax benefit attributable to:

 

 

 

 

 

 

Net loss                             

 

$

(7,870,378

)

 

$(29,982,222)

Permanent differences   

 

 

2,924,431

 

 

 

1,830,697

 

Valuation allowance        

 

 

4,945,947

 

 

 

28,151,525

 

Net provision for income tax    

 

$0

 

 

$0

 

The cumulative tax effect at the expected federal tax rate of 21% of significant items comprising our net deferred tax asset for which thereamount is no assurance of recovery.  The changes in the valuation allowance for the year endedas follows on December 31, 2007 was $17,344.  Net operating loss carryforwards will expire through 2027.  2021 and 2020:

 

 

December 31, 2021

 

 

December 31, 2020

 

Deferred tax asset attributable to:

 

 

 

 

 

 

Net operating loss carry forward                                       

 

$

3,212,000

 

 

$2,163,000

 

Valuation allowance                                                              

 

 

( 3,212,000

)

 

 

(2,163,000)

Net deferred tax asset                                                            

 

$0

 

 

$0

 

The valuecumulative tax effect at the expected state tax rate of these carryforwards depends5% of significant items comprising our net deferred tax amount is as follows on the ability of Holdings to generate taxable income.


At December 31, 2006, deferred tax assets consisted2021 and 2020:

 

 

December 31, 2021

 

 

December 31, 2020

 

Deferred tax asset attributable to:

 

 

 

 

 

 

Net operating loss carry forward 

 

$

917,000

 

 

$667,000

 

Valuation allowance       

 

 

( 917,000

)

 

 

(667,000)

Net deferred tax asset     

 

$0

 

 

$0

 

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Table of Contents

Due to the change in ownership provisions of athe Tax Reform Act of 1986, net tax asset of $58,870, due to operating loss carry forwards of $310,826, of which $194,423 is attributedapproximately $18,300,000 for Federal income tax reporting purposes are subject to the historical operations of the magazine, which was fully allowed for,annual limitations. Should a change in the valuation allowance of $58,870.  The valuation allowance offsets theownership occur, net deferred tax asset for which there is no assurance of recovery.  The changesoperating loss carry forwards may be further limited to use in the valuation allowance for the year ended December 31, 2006 was $26,975.future years.


The valuation allowance will be evaluated at the end of each year, considering positive and negative evidence about whether the asset will be realized. At that time, the allowance will either be increased or reduced; reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax asset is no longer impaired and the allowance is no longer required.


(6)  Other - Trademark


The Company has recently learnedidentified the United States Federal tax returns as its “major” tax jurisdiction. The United States Federal tax return years 2012 – 2021 are still subject to tax examination by the United States Internal Revenue Service; however, we do not currently have any ongoing tax examinations.

NOTE 18. SUBSEQUENT EVENTS

The Company has evaluated subsequent events for recognition and disclosure through March 11, 2022, which is the date the consolidated financial statements were available to be issued.

Effective January 1, 2022, the Company entered into an Executive Employment Agreement with Jerry Wenzel to serve as our Chief Financial Officer. Under the terms of his Employment Agreement, Mr. Wenzel will perform services that are customary and usual for a third partychief financial officer, in Orange County, CA  publishesexchange for: (i) an annual base salary of $175,000, (ii) incentive stock options under our 2019 Equity Incentive Plan to acquire 200,000 shares of our common stock, at an exercise price of $2.585, which is equal to 110% of the fair market value of our common stock on January 10, 2022 (the date the options were eligible to be issued under Mr. Wenzel’s Employment Agreement), with the stock options to vest in 8 equal quarterly installments of 25,000 shares during the two-year term of the Employment Agreement, with a regional magazineten year term, and (iii) 50,000 RSUs under our 2019 Equity Incentive Plan, which vest the earlier of the expiration of any lock-up period that includes the securities of the Company owned by the Plan participant after the up lift of the Company to a national exchange or January 1, 2023. 

On January 7, 2022, our stockholders approved an amendment to our Articles of Incorporation to effect a reverse stock split of our outstanding common stock at a ratio between of 1-for-2 and 1-for-3 in connection with our planned listing on Nasdaq.  On March 4, 2022 the Board of Directors approved the reverse split ratio of 1-for-3 with the anticipated effective date of the reverse split on or about March 28, 2022,  Also on January 7, 2022, our stockholders also approved an amendment to our 2019 Equity Incentive Plan to increase the shares authorized to be issued under the name “Image Magazine.”  The publisherPlan from 3,848,467 shares to 5,200,000 shares.

On January 12, 2022 the Company issued 50,000 shares of its common stock for RSUs vested (see Note 15) during 2021.

On January 18 and 21, 2022 the Company entered into consulting agreements to provide strategic advisory and digital marketing services.  In addition to the cash payment requirements for services provided, the agreements include the issuance of 175,000 and 98,000 shares of common stock, respectively, on a post reverse split basis within 15 days of our stock being listed on Nasdaq.   

On March 1, 2022 the Board of Directors approved the designation of 3,000,000 shares of the California-based Image Magazine has registered the trademark “Image Magazine” with the Unites States Patent and Trademark Office, which trademark registration wasCompany’s Preferred Stock as “Series B Convertible Preferred Stock”.  The Series B Convertible Preferred Stock shares are to be issued in 2006, and also owns and uses the domain name “imagemagazine.com”    Preliminary contact with the principalsexchange for 1,000,000 shares of the California-based magazine has been made in an effort to resolve our conflicting usesCompany’s common stock held by the Company’s CEO David Gandini and 2,000,000 shares of the same trademark and have agreed in principle to resolve the matter through the execution ofCompany’s common stock held by IDTEC SPV, LLC, an entity controlled by a trademark license; however, no assurance can be given that such a license can be finalized.    Should efforts to resolve this trademark conflict



F-15



IMAGINE MEDIA LTD. AND SUBSIDIARY

Notes to Consolidated Financial Statements



not be successfully resolved, the Company would have to rebrand the magazine altogether and forfeit allbeneficial owner of the goodwill which has been developed overCompany.  The Company entered into the yearsShare Exchange Agreements to provide certain changes to its capital structure in connection with the magazine.  This would result in substantial economic losses.









F-16









You should rely onlyplanned underwriting offering and potential listing on Nasdaq.   The rights and preferences of the Series B Convertible Preferred Stock are as follows: (a) dividends shall not be mandatory or cumulative, (b) liquidation preference over the Company’s common stock, (c) each share of Series B Convertible Preferred Stock shall be convertible, at the option of the holder, beginning on the information contained in this document or that we have referred you to.  We have not authorized anyone to provide you with informationdate that is different.  This prospectus is not an offer to sellsix months from the date the Holder acquired the shares of Series B Convertible Preferred Stock, and without the payment of additional consideration by the holder , into one share of common stock, (d) no redemption rights by the Company, (e) no call rights by the Company, and is not soliciting(f) each share of Series B Convertible Preferred Stock will vote on an offer to buy“as converted” basis.

On March 3, 2022 the Company authorized the issuance of 23,750 shares of common stock in any state whereunder the offer or sale is not permitted.terms of a $47,500 convertible note payable (see Note 10) issued March 6, 2020 with interest at 5%, due March 6, 2022 and convertible at $2 per share. 


F-33

Imagine Media, Ltd.


Spin-Off of 992,650Up to 2,400,000 Shares of Common Stock by Imagine Media Holdings, Inc.


June ____, 2008




sobr_s1aimg136.jpg

SOBR SAFE, INC.

PRELIMINARY PROSPECTUS

Sole Book Running Manager 

sobr_s1aimg139.jpg

Co-Manager

Revere Securities LLC

 ___________ __, 2022

 

Until ___________, 2008 (90 days after the date of this prospectus), all dealers effecting transactions in the shares offered by this prospectus - whether or not participating in the offering - may be required to deliver a copy of this prospectus.  Dealers may also be required to deliver a copy of this prospectus when acting as underwriters and for their unsold allotments or subscriptions.

 

Page

Prospectus Summary

 3

Questions and Answers

 4

Forward-Looking Statements

 6

Risk Factors

 8

Spin-Off and Plan of Distribution

18

Capitalization

21

Certain Market Information

22

PROSPECTUS

Selected Financial Data

24

Management Discussion

25

Business

31

Management

36

___________, 2008

Certain Transactions

41

Principal Stockholders

43

Federal Income Tax Considerations

4 9

Description of Securities

52

Legal Matters

53

Experts

53

Available Information

53

Financial Statements

F-1








PART II


INFORMATION NOT REQUIRED IN PROSPECTUS


Item 24.    Indemnification of Directors and Officers.OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION


Delaware corporation law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, againstWe will pay all expenses including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faithregistration and in a manner which he reasonably believed to be in or not opposed to the best interestssale of the corporation,Common Stock by us to investors, as well as for registration and with respect to any criminal action or procee ding, had no reasonable cause to believe his conduct was unlawful.sale of the common stock by the Selling Securityholders. The estimated expenses of issuance and distribution are set forth below:


Registration Fees

 

$4,217

 

FINRA Filing Fee

 

 

2,500

 

Transfer Agent Fees

 

 

25,000

 

Legal Fees and Expenses

 

 

40,000

 

Accounting and Audit Fees

 

 

25,000

 

Miscellaneous

 

 

50,000

 

 Total

 

$146,717

 

Delaware corporation law alsoINDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1 of Article VI of our Articles of Incorporation provides that, to the fullest extent that a director, officer, employeepermitted by the General Corporation Law of the State of Delaware we will indemnify our officers and directors from and against any and all expenses, liabilities, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.other matters.

 

OurSection 2 of Article VI of our Articles of Incorporation authorizeprovides that, to the fullest extent permitted by law, no director or officer shall be personally liable to the corporation or its shareholders for damages for breach of any duty owed to the corporation or its shareholders.

Article XI of our companyAmended and Restated Bylaws further addresses indemnification of our directors and officers and allows us to indemnify our directors and officers in the event they meet certain criteria in terms of acting in good faith and in an official capacity within the scope of their duties, when such conduct leads them to the fullest extent permitted under Delaware law.  Our bylaws set forth the procedures that must be followedinvolved in order for directors and officers to receive indemnity payments from us.a legal action.

 

Item 25.    Other Expenses of Issuance and Distribution.


The estimated expenses of the offering, all of which are to be borne by the Company, are as follows:


SEC Filing Fee

$         100

Printing Expenses

500

Accounting Fees and Expenses

25,000

Legal Fees and Expenses

35,000

Blue Sky Fees and Expenses

100

Registrar and Transfer Agent Fee

1,500

Miscellaneous

       2,800

Total

$   65,000







Item 26.    Recent Sales of Unregistered Securities.


1.      In August, 2007, we issued 992,650 shares of common stock to Imagine Holdings , a parent holding company,  in consideration of its 60% equity interest in Imagine Operations.  The securities, which were taken for investment and were subject to appropriate transfer restrictions, were issued without registration in reliance upon the exemption provided in Section 4(2) of the Securities Act.    



Item 27.     Exhibits


       a.    The following Exhibits are filed as part of this Registration Statement pursuant to Item 601 of Regulation S-K:


Ex. No.

Title

* *

3.1

Certificate of Incorporation filed August 10, 2007

* *

3.2

Bylaws

* *

4.1

Specimen Common Stock Certificate

* *

5.0

Opinion of Clifford L. Neuman, P.C.

* *

9.1

Spin-off Trust Agreement dated August 10, 2007

* *

10.1

Form of Work For Hire Agreement

* *

10.2

Assignment and Assumption Agreement dated August 23, 2007

* *

21.0

List of Subsidiaries

* *

23.1

Consent of Clifford L. Neuman, P.C. (included in Exhibit 5.0)

*

23.2

Consent of Cordovano and Honeck, LLP


*    filed herewith.

**  Incorporated by reference to the Registrant's Registration Statement on Form SB-2, Registration No. 333-148966, on file with the Commission January 31, 2008.


Item 28.    Undertakings


       The undersigned Registrant hereby undertakes:

(1) File, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i)  Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");

(ii)  Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement, and






(iii) Include any additional or changed material information on the plan of distribution.

(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(4) For determining liability of the undersigned issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned undertakes that in a primary offering of securities of the undersigned issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)   Any preliminary prospectus or prospectus of the undersigned issuer relating to the offering required to be filed pursuant to Rule 424;

(ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned issuer;

(iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned issuer or its securities provided by or on behalf of the undersigned issuer; and

(iv)  Any other communication that is an offer in the offering made by the undersigned  issuer to the purchaser.

(2) The  issuer hereby undertakes to provide to the underwriters, at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(3)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the registrantsmall business issuer pursuant to the foregoing provisions, or otherwise, the registrantsmall business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

RECENT SALES OF UNREGISTERED SECURITIES

In the last three fiscal years and subsequent interim periods, we issued the following securities:

On March 30, 2022, in connection with a Waiver Agreement we entered into with Armistice Capital Master Fund Ltd. (the “Purchaser”)the holder of an 18% Original Issue Discount Convertible Debenture in the principal amount of $3,048,780.50, we issued a second Common Stock Purchase Warrant (the “New Warrant”) to purchase up to 101,626 additional shares of our common stock expiring March 29, 2029, and extended the Termination Date of the Original Warrant for 406,504 shares of our common from September 28,2026 to September 28, 2028.The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is accredited, familiar with our operations, and there was no general solicitation or advertising.

On March 3, 2022 we issued 7,917 shares of our common stock under the terms of a $47,500 convertible note payable dated March 6, 2020 with interest at 5%, due March 6, 2022 and convertible at $6 per share.  The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is sophisticated, familiar with our operations, and there was no general solicitation or advertising.

On March 1, 2022, we entered in to Share Exchange Agreements with David Gandini, one of our officers and directors, and Gary Graham, our largest shareholder, to exchange 1,000,000 and 2,000,000 shares of our common stock into 1,000,000 shares and 2,000,000 shares of our Series B Preferred Stock, respectively.  These stock exchanges of common stock for preferred stock were done as conditions of our planned underwritten offering and planned listing on Nasdaq.  The shares of our Series B Convertible Preferred Stock have liquidation preference over our common stock, receive dividends in pari passu with our common stockholders, are convertible into shares of our common stock on a 1-for-1 basis, and vote on an “as converted” basis.  The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investors are sophisticated, familiar with our operations, and there was no general solicitation or advertising.

On January 12, 2022 we issued 16,667 shares of our common stock for Restricted Stock Units that vested during 2021.  The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is sophisticated, familiar with our operations, and there was no general solicitation or advertising.

On January 10, 2022, in connection with hiring Mr. Wenzel we entered into an Executive Employment Agreement with Mr. Wenzel. Under the terms of his Employment Agreement, Mr. Wenzel will serve as our Chief Financial Officer until January 1, 2024, unless he is terminated pursuant to the termination provisions set forth in his agreement. Under the terms of his Employment Agreement, Mr. Wenzel will perform services for us that are customary and usual for a chief financial officer of a company, in exchange for: (i) an annual base salary of $175,000, (ii) incentive stock options under our 2019 Equity Incentive Plan to acquire 66,667 shares of our common stock, at an exercise price of $7.755, which is equal to 110% of the fair market value of our common stock on January 10, 2022 (the date the options were eligible to be issued under Mr. Wenzel’s Employment Agreement), with the stock options to vest in 8 equal quarterly installments of 8,334 shares during the two-year term of the Employment Agreement, with a ten year term, and (iii) 16,667 Restricted Stock Units under our 2019 Equity Incentive Plan, which will vest upon the end of any relevant lockup period involving Company securities owned by Mr. Wenzel after we uplist to a national exchange (NASDAQ, NYSE, etc.). The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is sophisticated, familiar with our operations, and there was no general solicitation or advertising.

II-1

On December 7, 2021, in exchange for Sandy Shoemaker agreeing to serve on our Board of Directors, we issued Sandy Shoemaker options to acquire 8,334 shares of our common stock under our 2019 Equity Incentive Plan, at an exercise price of $10.065 per shares and vest equally over one year. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is sophisticated, familiar with our operations, and there was no general solicitation or advertising.

On December 7, 2021, in exchange for Sandy Shoemaker agreeing to chair the Audit Committee of our Board of Directors we issued Sandy Shoemaker options to acquire 16,667 shares of our common stock under our 2019 Equity Incentive Plan, at an exercise price of $10.065 per shares and vest equally over two years. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is sophisticated, familiar with our operations, and there was no general solicitation or advertising.

On October 18, 2021, we entered into an Executive Employment Agreement with Michael Watson (the “Watson Agreement”) to serve as our Executive Vice President of Sales and Marketing and Revenue Officer. Under the terms of the Watson Agreement, Mr. Watson performs services for us that are customary and usual for a EVP of sales and marketing of a company, in exchange for: (i) a base salary of $175,000 and his eligible to participate in any executive bonus plans, with a target bonus of $75,000, and (ii) incentive stock options under our 2019 Equity Incentive Plan to acquire up to 83,334 shares of our common stock at $9.21 per share (110% of fair market value on the date of grant), which options vest in equal quarterly installments overs a two year period. The Watson Agreement is for a two year term. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is sophisticated, familiar with our operations, and there was no general solicitation or advertising.

On August 17, 2021, we entered into an Executive Employment Agreement with Scott Bennett (the “Bennett Agreement”) to serve as our Executive Vice President of Business Operations beginning on October 18, 2021. Under the terms of the Bennett Agreement, Mr. Bennett performs services for us that are customary and usual for a EVP of business operations of a company, in exchange for: (i) a base salary of $175,000, (ii) incentive stock options under our 2019 Equity Incentive Plan to acquire up to 33,334 shares of our common stock at $9.21 per share (110% of fair market value on the date of grant), which options vest in equal quarterly installments overs a two year period, and (iii) 50,000 restricted stock units under our 2019 Equity Incentive Stock Plan, which will vest upon the earlier of (a) the expiration of any lock-up period that includes any of our securities owned by the Advisor after the uplist of the Corporation to a national exchange (NASDAQ, NYSE, etc.) or (b) January 1, 2023. The Bennett Agreement is for a two year term. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is sophisticated, familiar with our operations, and there was no general solicitation or advertising.

Prior to hiring Mr. Bennett has an executive officer, Mr. Bennett was granted (i) 3,334 restricted stock units pursuant to a prior consulting arrangement with us, and (ii) a stock option to acquire 33,334 shares of our common stock at an exercise price of $10.131 under a prior employment agreement with us. The restricted stock units were issued under our 2019 Equity Plan and vest upon the earlier of (i) the expiration of any lock-up period that includes any of our securities owned by the Advisor after the uplist of the Corporation to a national exchange (NASDAQ, NYSE, etc.) or (ii) January 1, 2023. The stock options were also issued under our 2019 Equity Incentive Plan and vest in equal installments, monthly over a thirty six (36) month period beginning May 17, 2021.The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is sophisticated, familiar with our operations, and there was no general solicitation or advertising.

On September 28, 2021, we closed a financing transaction with Armistice Capital Master Fund Ltd. (the “Purchaser”). Under the terms of the financing, we received $2,500,000 from the Purchaser and in exchange issued the Purchaser an 18% Original Issue Discount Convertible Debenture in the principal amount of $3,048,780.50 (the “Debenture”) and a Common Stock Purchase Warrant(the Original Warrant) to purchase up to 406,504 shares of our common stock. The Debenture is convertible: (a) voluntarily by the Purchaser at any time into shares of our common stock at the lesser of (i) 100% of the closing price our common stock on the trading day immediate prior to the Closing Date under the Debenture, or (ii) 75% of the average VWAP of our common stock (representing a 25% discount) during the 5 trading day period immediately prior to the applicable conversion date (on an as adjusted basis giving effect to any splits, dividend and the like during such 5 Trading Day period) (the “Conversion Price”), or (b) automatically upon the occurrence of a Qualified Offering (as defined in the Debenture) into shares of our common stock at the lesser of: (i) the Conversion Price or (ii) 75% of the offering price of the securities offered in the Qualified Offering. The Debenture matures on March 27, 2022, does not accrue interest unless there is an event of default under the terms of the Debenture, and contains industry standard default and other provisions. The Warrant is exercisable at any time in the next five (5) years into shares of our common at an exercise price of $6.00 per share, unless an event of default occurs, at which time the exercise price will adjust to $1.00 per share. The Warrant contains a cashless exercise provision but only in the event we fail to have an effective registration statement registering the shares underlying the Warrant at any time beginning six (6) months from the date of the Warrant. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is accredited, familiar with our operations, and there was no general solicitation or advertising.

II-2

From March 2021 through May 31, 2021, we conducted a “Unit” offering under Rule 506 of Regulation D, with each Unit consisting of a $50,000 principal amount convertible debenture (the “Secured Debentures”) and a warrant (the “Warrant”) to purchase 8,334 shares of our common stock. The holders of the Secured Debentures and the Warrants are the Selling Securityholders herein. The Secured Debentures mature two (2) years after issuance. The Secured Debentures will not be redeemable but contain an automatic conversion feature, which will cause all principal and interest due under the Debenture to automatically convert if our common stock closes at or above $6.00 per share on NASDAQ for five (5) consecutive trading days. Interest on each investor’s Secured Debenture accrues at a rate of 12% per annum, beginning on the date we have access to the investor’s funds. At the date of their investment, investors elected to have the interest due under the Secured Debenture paid in cash monthly or have the interest accrue and be payable on the maturity date of the Secured Debenture. For investors that elect to accrue the interest due under the Secured Debenture, the interest will be paid in cash or may be converted into shares of our common stock under the same terms as the principal amount on the maturity date. The Secured Debentures will be convertible at any time, and from time to time, beginning on the date of issuance, into shares of our common stock. The Secured Debentures will be convertible at nine dollars ($9.00) per share; provided, however, that the right of conversion will be limited by the terms of the Secured Debentures to the extent necessary to ensure that each Debenture holder will never beneficially own more than 4.9% of our class of common stock at any one time while any portion of the holder’s Debenture remains outstanding. The repayment of the Secured Debentures is secured by our current patent and patent applications. The Warrant attached to each Unit gives the investor the right to purchase 8,334 shares of our common stock. The Warrants are exercisable at any time, and from time to time, beginning on the date of issuance and expiring two (2) years after issuance, into shares of our common stock at an exercise price of nine dollars ($9.00) per share. In the event our common stock closes at or above $6.00 per share on NASDAQ for five (5) consecutive trading days then we have the right to notify the holder of the Warrants that we plan to purchase the Warrants for $0.30 each, which begins a sixty (60) day period for the holder to exercise the Warrants or we may purchase them for $0.30 each. Under this offering, we issued secured convertible promissory notes totaling $2,005,000 to 25 non-affiliated investors, and one then-affiliate investor – Mr. Ford Fay, one of our directors ($50,000) and additional investors that are now affiliates - Mr. James Bardy (through an entity he controls entitled Financial House, LLC) ($100,000) and Mr. Scott Bennett, our Executive Vice-President of Operations ($50,000), and warrants to purchase 334,167 shares of our common stock with the notes and warrants having the terms described above. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is accredited, familiar with our operations, and there was no general solicitation or advertising.

In October 2020, we entered into an Advisory Agreement with Steven Beabout, a member of our Board of Directors, under which he agreed to provide us with strategic legal advice in relation to certain business and legal matters for a period of sixteen (16) months. In exchange for his services, we agreed to issue him 25,000 restricted stock units. The restricted stock units were issued under our 2019 Equity Plan and vest upon the earlier of (i) the expiration of any lock-up period that includes any of our securities owned by the Advisor after the uplist of the Corporation to a national exchange (NASDAQ, NYSE, etc.) or (ii) January 1, 2023. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is sophisticated, familiar with our operations, and there was no general solicitation or advertising.

In November 2020, in consideration of Steven Beabout’s work as Chairman of the Compensation Committee of our Board of Directors, we agreed to issue Mr. Beabout 30,000 restricted stock units. The restricted stock units were issued under our 2019 Equity Plan and vest upon the earlier of (i) the expiration of any lock-up period that includes any of our securities owned by the Advisor after the uplist of the Corporation to a national exchange (NASDAQ, NYSE, etc.) or (ii) January 1, 2023. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is sophisticated, familiar with our operations, and there was no general solicitation or advertising.

In connection with closing the transaction with IDTEC detailed herein, we issued a convertible promissory note totaling approximately $1,500,000 to IDTEC. The promissory note was convertible any time by the holder into shares of our common stock at a conversion price of $1.50 per share, subject to anti-dilution protection against any future securities we may issue at an effective price of less than $0.50 per share. On November 17, 2020, IDTEC converted the total of $1,551,514 of principal and interest due under the promissory note into 1,034,343 shares of our common stock. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is accredited, familiar with our operations, and there was no general solicitation or advertising.

II-3

At the closing of the same transaction, we also issued Warrant to Purchase Common Stock to IDTEC, under which IDTEC can purchase up to 106,667 shares of our common stock at an exercise price of $1.50 per share. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is accredited, familiar with our operations, and there was no general solicitation or advertising.

On December 12, 2019, in connection with the closing of the first $1,000,000 investment into our Series A-1 Preferred Stock, we issued First Capital Ventures a three-year stock warrant to purchase 48,106 shares of our Common Stock at an exercise price of $3.117 per share. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is accredited, familiar with our operations, and there was no general solicitation or advertising.

Since October 2019, we have granted stock options to employees, directors and consultants, covering an aggregate of 973,954 shares of our common stock under our 2019 Equity Incentive Plan, at exercise prices ranging from $0.7902 to $10.725 per share. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investors are sophisticated, familiar with our operations, and there was no general solicitation or advertising.

On October 27, 2019, we entered into a patent purchase agreement under which the Company granted stock options to a non-affiliated party to acquire 32,071 shares of our common stock at an exercise price of $3.117 and vested upon grant. The stock option has a five-year term. As of December 31, 2020, 15,302 of these stock options have been exercised. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is sophisticated, familiar with our operations, and there was no general solicitation or advertising.

II-4

EXHIBITS

(a) Exhibits

Item No.

Description

1.1*

Revised Form of Underwriting Agreement

3.1 (1)

Articles of Incorporation of Imagine Media, Ltd.

3.2 (2)

Articles of Amendment to Articles of Incorporation to TransBiotec, Inc.

3.3 (3)

Certificate of Amendment to Certificate of Incorporation filed with the State of Delaware on May 25, 2017

3.4 (6)

Amended and Restated Bylaws of SOBR Safe, Inc.

3.5 (10)

Certificate of Amendment to Certificate of Incorporation of TransBiotec, Inc. changing name to SOBR Safe, Inc., effecting 1-for-33.26 reverse stock split and decreasing authorized common stock to 100M shares

4.2(17)

Form of Representative Warrant

5.1*

Legal Opinion of Law Offices of Craig V. Butler

10.1 (4)

Asset Purchase Agreement dated May 6, 2019 between IDTEC, LLC and TransBiotec, Inc.

10.2 (5)

Common Stock Purchase Agreement with Charles Bennington dated August 23, 2019

10.3 (5)

Share Exchange Agreement with Michael Lanphere dated August 23, 2019

10.4 (5)

Share Exchange Agreement with Vernon Justus dated August 23, 2019

10.5 (5)

Debt Conversion and Common Stock Purchase Agreement with Michael Lanphere dated August 23, 2019

10.6 (5)

Debt Conversion and Common Stock Purchase Agreement with Devadatt Mishal dated August 23, 2019

10.7 (6)

TransBiotec, Inc. 2019 Equity Incentive Plan

10.8 (6)

Employment Agreement with Kevin Moore dated October 25, 2019

10.9 (8)

Amended Employment Agreement with Kevin Moore dated November 26, 2019

10.10 (6)

Employment Agreement with David Gandini dated October 25, 2019

10.11 (7)

Series A-1 Preferred Stock Purchase Agreement by and between TransBiotec, Inc. and SOBR SAFE, LLC dated December 12, 2019 (with Series A-1 Preferred Stock Certificate of Designation attached)

II-5

10.12 (9)

Amendment No. 1 to Asset Purchase Agreement dated March 23, 2020 by and between IDTEC, LLC and TransBiotec, Inc.

10.13 (10)

Form of Convertible Promissory Note Issued to IDTEC, LLC at Close of Asset Purchase Transaction

10.14 (10)

Waiver Under Asset Purchase Agreement and Post-Closing Covenant Agreement dated June 5, 2020 by and between IDTEC, LLC and TransBiotec, Inc. 

10.15 (10)

Warrant to Purchase Common Stock dated June 5, 2020 issued to IDTEC, LLC

10.16 (11)

Advisory Agreement with Steven Beabout dated October 9, 2020

10.17 (12)

18% Original Issue Discount Convertible Debenture issued by SOBR Safe, Inc. to Armistice Capital Master Fund Ltd. dated September 27, 2021 

10.18 (12)

Warrant to Purchase Common Stock issued by SOBR Safe, Inc. to Armistice Capital Master Fund Ltd. dated September 27, 2021 

10.19 (12)

Securities Purchase Agreement by and between SOBR Safe, Inc. and Armistice Capital Master Fund Ltd. dated September 27, 2021 

10.20 (12)

Registration Rights Agreement by and between SOBR Safe, Inc. and Armistice Capital Master Fund Ltd. dated September 27, 2021 

10.21 (13)

“Form of” Secured Convertible Debenture issued by SOBR Safe, Inc. in $2M Regulation D Offering

10.22 (13)

“Form of” Warrant issued by SOBR Safe, Inc. in Regulation D Offering

10.23 (14)

Transition Agreement by and between SOBR Safe, Inc. and Kevin Moore dated October 30, 2021

10.24 (15)

Executive Employment Agreement with Scott Bennett dated August 17, 2021

10.25 (15)

Executive Employment Agreement with Michael Watson dated October 11, 2021

10.27 (16)

Executive Employment Agreement with Gerard Wenzel dated January 1, 2022

10.28 (17)

Form of Share Exchange Agreement with David Gandini and Gary Graham for Series B Preferred Stock

10.29 (18)

Waiver Agreement by and between SOBR Safe, Inc. and Armistice Capital Master Fund Ltd. dated March 30, 2022

23.1*

Consent of Independent Certified Public Accounting Firm (MGO)

23.3*

Consent of Law Offices of Craig V. Butler (included in Exhibit 5.1)

24.1

Power of Attorney (included on signature page)

107*

Filing Fee Table

*Filed herewith.

(1)

Incorporated by reference from our Registration Statement on Form SB-2, filed with the Commission on January 31, 2008

(2)

Incorporated by reference from our Registration Statement on Form S-1, filed with the Commission on November 6, 2012

(3)

Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Commission on February 6, 2019

(4)

Incorporated by reference from our Current Report on Form 8-K, filed with the Commission on May 14, 2019.

(5)

Incorporated by reference from our Current Report on Form 8-K, filed with the Commission on September 10, 2019.

(6)

Incorporated by reference from our Current Report on Form 8-K, filed with the Commission on November 19, 2019

(7)

Incorporated by reference from our Current Report on Form 8-K, filed with the Commission on December 23, 2019

(8)

Incorporated by reference from our Annual Report on Form 10-K, filed with the Commission on April 17, 2020

(9)

Incorporated by reference from our Quarterly Report on Form 10-Q for the period ended June 30, 2020, filed with the Commission on May 26, 2020

(10)

Incorporated by reference from our Current Report on Form 8-K filed with the Commission on June 11, 2020

(11)

Incorporated by reference from our Annual Report on Form 10-K for the period ended December 31, 2020, filed with the Commission on June 30, 2021

(12)

Incorporated by reference from our Current Report on Form 8-K filed with the Commission on October 1, 2021 

(13)

Incorporated by reference from Amendment No. 1 to our Registration Statement on Form S-1 filed with the Commission on December 1, 2021

(14)

Incorporated by reference from our Amendment No. 2 to our Registration Statement on Form S-1 filed with the Commission on December 20, 2021

(15)

Incorporated by reference from our Amendment No. 4 to our Registration Statement on Form S-1 filed with the Commission on January 19, 2022

(16)

Incorporated by reference from our Current Report on Form 8-K filed with the Commission on January 19, 2022

(17)

Incorporated by reference from our Amendment No. 1 to our Registration Statement on Form S-1 filed with the Commission on March 17, 2022

(18)

Incorporated by reference from our Current Report on Form 8-K filed with the Commission on April 1, 2022

 (b) Financial Statement Schedules

Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or the notes thereto.

II-6

Undertakings

A. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

(4) In the event that a claim for indemnification against such liabilities (other than the payment by the registrantus of expenses incurred or paid by aour director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrantwe will, unless in the opinion of itsour counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.






(5)B. The undersigned registrant hereby undertakes that:undertakes:

 

(i)  For purposes(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by Section 10(a)(3) of determining any liability under the Securities Act of 1933,1933;

(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information omittedset forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed bywith the registrantCommission pursuant to Rule 4249b)(1) or 497(h) under424(b) (Section 230.424(b) of Regulation S-K) if, in the Securities Actaggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of 1933 shall be deemedRegistration Fee” table in the effective registration statement; and

(c) To include any material information with respect to be partthe plan of thisdistribution not previously disclosed in the registration statement as ofor any material change to such information in the time it was declared effective.registration statement.

 

(ii) For(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of suchthe securities at that time shall be deemed to be the initial bona fide offering thereof.






(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.


II-7

SIGNATURES


In accordance withPursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filingduly caused this Pre-Effective Amendment No. 1 on Form S-1 to Registration Statement on Form SB-2 and authorized this this Pre-Effective Amendment No. 1 on Form S-1 to Registration Statement on Form SB-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the cityCity of Denver, stateGreenwood Village, State of Colorado, on the   16ththis 8th day of June, 2008. April, 2022.


Imagine Media, Ltd.SOBR Safe, Inc.

a Delaware corporation

Dated: April 8, 2022

By:  

/s/ Gregory A. BloomDavid Gandini

By:

David Gandini

 Gregory A. Bloom, President, CEO, CFO

Its:

Chief Executive Officer, Principal Executive Officer and DirectorSecretary

Dated: April 8, 2022

/s/ Jerry Wenzel

By:

Jerry Wenzel

Its:

Chief Financial Officer, Principal Financial Officer


POWER OF ATTORNEY


 Each of

We, the undersigned officers and directors of Imagine Media, Ltd.,SOBR Safe, Inc. hereby constitutesseverally constitute and appoints Gregory A. Bloom, President, Chief Executive Officer, Chief Financial Officerappoint David Gandini and DirectorJerry Wenzel, and each of them, with full power of substitution and resubstitution and full power to act without the Company,other, as his or her true and lawful attorney-in-fact and agent for him andto act in his or her name, place and stead and to execute in anythe name and all capacities,on behalf of each person, individually and in each capacity stated below, and to sign his name to any and all amendments (including post-effective amendments) to this Pre-Effective Amendment No. 1 on Form S-1registration statement (or any other registration statement for the same offering that is to Registration Statement on Form SB-2, including post-effective amendmentsbe effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other related documents and to cause the same to be filedin connection therewith, with the Securities and Exchange Commission, granting unto said attorneys, or eitherattorneys-in-fact and agents, and each of them, individually, full power and authority to do and perform anyeach and every act and thing requisite or necessary and proper to be done in and about the premises, as fullyfull to all intents and purposes as the undersignedhe might or could do if personally present,in person, hereby ratifying and the undersigned for himself hereby ratifies and confirmsconfirming all that said attorneys shallattorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.


       In accordance withPursuant to the requirements of the Securities Act of 1933, this this Pre-Effective Amendment No. 1 on Form S-1 to Registration Statement on Form SB-2 has been signed by the following persons in the capacities with Imagine Media, Ltd. and on the dates indicated.stated.


Dated: April 8, 2022

/s/ Kevin Moore

Signature

TitleBy:

DateKevin Moore, Director

/s/ Gregory A. Bloom _

Gregory A. BloomDated: April 8, 2022

President, CEO, CFO and Director (Principal

/s/ David Gandini

By:

David Gandini, Chief Executive Officer, Principal FinancialExecutive Officer, Secretary and Principal Accountant, Officer)

June 16, 2008

/s/ Harlan B. Munn__

Harlan B. Munn

Director

June 18,   2008

/s/ Mark Allen____ ___

Mark Allen

Director

June 18 2008


Dated: April 8, 2022

/s/ Ford Fay

By:

Ford Fay, Director

Dated: April 8, 2022

/s/ Steven Beabout

By:

Steven Beabout, Director

Dated: April 8, 2022

/s/ James Bardy

By:

James Bardy, Director

Dated: April 8, 2022

/s/ Sandy Shoemaker

By:

Sandy Shoemaker, Director

Dated: April 8, 2022

/s/ Jerry Wenzel 

By:

Jerry Wenzel, Chief Financial Officer, Principal Financial Officer



II-8

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