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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K /A
  Amendment #1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31,
2010

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For transition period ___
to ____

Commission file number: 333-162518

SECURE LUGGAGE SOLUTIONS INC.
  (Exact name of registrant as specified in
its charter)

|Delaware                                      | 68-0677444                          
|--------------------------------------------- | ------------------------------------
|(State or other jurisdiction of               | (I.R.S. Employer Identification No.)
|incorporation or organization)                |                                     
|                                              |                                     
|2375 East Camelback Road, 5th Floor, Phoenix, | 85016                               
|Arizona                                       | (Zip Code)                          
|(Address of principal executive offices)      |                                     

Registrants telephone number: (602) 387-4035

Securities registered under Section 12(b) of the Exchange Act:
None

Securities registered under Section 12(g) of the Exchange Act:
Common Stock

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ 
 ]     No [X]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ 
 ]     No [X]

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

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

Indicate by check mark if disclosure of delinquent filers
pursuant to item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [   ]

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

|Large accelerated filer [   ] | Accelerated
      filed                 
      [   ]
|----------------------------- | ----------------------------------------------------
|Non-accelerated filer   [   ] | Smaller reporting company [X]                       

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [   ] No [X]

The aggregate market value of Common Stock held by
non-affiliates of the Registrant on June 30, 2010 was $Nil based on a $Nil
average bid and asked price of such common equity, as of the last business day
of the registrants most recently completed second fiscal quarter. (There was no
bid or ask price of our common shares during this quarter).

Indicate the number of shares outstanding of each of the registrants
  classes of common stock as of the latest practicable date.

20,647, 000 as of May 13,  2011

Documents incorporated by reference: None

2

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Table of Contents

|PART
      I   |                                                                                                                          | 4 
|-------------- | ------------------------------------------------------------------------------------------------------------------------ | --
|               |                                                                                                                          |   
|ITEM
      1.  | BUSINESS                                                                                                                 | 4 
|               |                                                                                                                          |   
|ITEM
      1A. | RISK
      FACTORS                                                                                                       | 6 
|               |                                                                                                                          |   
|ITEM
      1B. | UNRESOLVED
      STAFF COMMENTS                                                                                          | 11
|               |                                                                                                                          |   
|ITEM
      2.  | PROPERTIES                                                                                                               | 11
|               |                                                                                                                          |   
|ITEM
      3.  | LEGAL
      PROCEEDINGS                                                                                                  | 11
|               |                                                                                                                          |   
|ITEM
      4.  | [REMOVED
      AND RESERVED]                                                                                             | 11
|               |                                                                                                                          |   
|PART
      II  |                                                                                                                          | 12
|               |                                                                                                                          |   
|ITEM
      5.  | MARKET
      FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES | 12
|               |                                                                                                                          |   
|ITEM
      6.  | SELECTED
      FINANCIAL DATA                                                                                            | 13
|               |                                                                                                                          |   
|ITEM
      7.  | MANAGEMENTS
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                              | 13
|               |                                                                                                                          |   
|ITEM
      7A. | QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MAKET RISK                                                          | 15
|               |                                                                                                                          |   
|ITEM
      8.  | FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA                                                                        | 15
|               |                                                                                                                          |   
|ITEM
      9.  | CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE                         | 31
|               |                                                                                                                          |   
|ITEM
      9A. | CONTROLS
      AND PROCEDURES                                                                                            | 31
|               |                                                                                                                          |   
|ITEM
      9B. | OTHER
      INFORMATION                                                                                                  | 32
|               |                                                                                                                          |   
|PART
      III |                                                                                                                          | 32
|               |                                                                                                                          |   
|ITEM
      10. | DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                             | 32
|               |                                                                                                                          |   
|ITEM
      11. | EXECUTIVE
      COMPENSATION                                                                                             | 36
|               |                                                                                                                          |   
|ITEM
      12. | SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS               | 38
|               |                                                                                                                          |   
|ITEM
      13. | CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                          | 39
|               |                                                                                                                          |   
|ITEM
      14. | PRINCIPAL
      ACCOUNTING FEES AND SERVICES                                                                             | 40
|               |                                                                                                                          |   
|PART
      IV  |                                                                                                                          | 41
|               |                                                                                                                          |   
|ITEM
      15. | EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES                                                                            | 41
|               |                                                                                                                          |   
|SIGNATURES     |                                                                                                                          | 42

3

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PART I

ITEM
1.               
BUSINESS

This annual report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as "may",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled "Risk Factors", that may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to "common
shares" refer to the common shares in our capital stock.

As used in this annual report, the terms "we", "us" and "our
company" mean Secure Luggage Solutions Inc. unless the context clearly requires
or states otherwise.

Corporate History

We were incorporated in the State of Delaware on December 4,
2008. We are a development stage company in the business of luggage wrap.
Luggage wrap is a product that is applied to checked luggage in a retail kiosk
with the passenger present. Our product is a plastic covering applied by a
machine. We intend to offer our luggage wrap product at pre check-in areas of
airports to passengers that choose to utilize luggage wrap. As of the date of
this filing, we have not entered into any license agreements with airports that
would allow us to offer our luggage wrap product at pre check-in areas of
airports. We continue to actively promote our luggage wrap services to carriers,
airport management and other parties operating within the Vancouver
International Airport, which is our initial marketing target we have identified
to begin our operations.

Our Business

Our business is luggage wrap. We intend to market and provide
the luggage wrap services at various airports in North America. Luggage wrap is
a product that is applied to checked luggage in a retail kiosk with the
passenger present. Our product is a plastic covering applied by a machine. We
offer two different processes that apply the plastic covering. One process we
offer rotates the luggage while applying multiple layers of stretchable plastic
film around the luggage. The other process we offer conveys checked luggage from
entrance to exit while applying a single layer of shrink plastic around the
luggage. Our luggage wrap product will be offered at pre check-in areas of
airports to passengers that choose to utilize our luggage wrap product. We will
charge from $5 to $10 (depending on size) for each piece of luggage wrapped with
our luggage wrap product.

We have entered into a relationship with Satel-95 Ltd., a bag
wrap equipment manufacturer located in Sofia Bulgaria. There is no written
agreement regarding the relationship between our company and Satel and the term
of the relationship will continue indefinitely until either party to the
relationship desires to terminate the relationship. Pursuant to the terms of the
relationship, Satel will provide us with the machines and related equipment to
apply our luggage wrap material, in exchange for 50% of the operating profit
from our luggage wrap business. We will use the machinery and equipment
furnished by Satel to operate our luggage wrap business. Accordingly, after the
payment of all related costs and expenses, which include airport concession
fees, personnel fees, and product expenses, operating profit from our luggage
wrap business will be allocated 50% to us and 50% to Satel, as compensation to
Satel for the use of its luggage wrap machines.

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We cannot provide any guarantee or assurance regarding the term
of our relationship with Satel. We anticipate in the event of the termination of
that relationship, we may purchase luggage wrapping machines and equipment from
Satel. In the event that the relationship terminates and we cannot purchase
luggage wrap machinery or equipment from Satel, we believe that we will be able
to purchase similar machinery and equipment from other manufacturers to operate
our luggage wrap business.

On November 7, 2010, our company entered into an exclusive
license agreement with Secure Luggage Systems Inc. (SL Systems), an Alberta,
Canada corporation, for a five-year term. SL Systems agreed to appoint our
company as the representative of the baggage wrapping systems that conveys
checked luggage from entrance to exit while applying a single layer of shrink
plastic around the luggage, developed by SL Systems which are protected by US
Patent #5,890,345 and Canadian Patent #CA 2, 162,637, for the marketing rights
and manufacturing rights of the wrapping systems. Our company is subject to a
royalty fee of ten percent (10%) of gross revenue and additional 10% of
manufacturing cost. Pursuant to the agreement, our company agreed to pay
$500,000 consisting of $30,000 cash and 1,175,000 common shares of our company,
at the higher value of $0.40 per share or the market closing price per share, as
of the closing date of the agreement. The agreement shall automatically be
deemed extended for an additional five (5) year term upon expiry of the first
five (5) year term, as long as our company is not in default and successive
terms upon mutual agreement by both parties. On November 7, 2010, our company
prepaid $30,000 in cash to SL Systems. Pursuant to an oral agreement  by parties,
the closing date of the agreement will be no later than February 28, 2011.

Our challenge for the next twelve months will be to obtain
financing to assist the development of markets for our luggage wrap product at
commercially viable locations and then market the luggage wrap product to
customers.

We may be unable to raise the financing to develop our intended
markets, obtain license  agreements with targeted airports, operate in
commercially viable locations or our product of wrapping bags may be too
narrowly focused to satisfy the needs of the market. In that case, our company
may have to research and develop other applications or we may need to abandon
our business plans.

Our independent contractor, James Westmacott, is currently
negotiating with appropriate personnel at Vancouver International Airport,
British Columbia regarding offering our luggage wrap services at that airport.
Mr. Westmacott, as a result of his career with Cathay Pacific Airlines and
Harmony Airlines, has relationships with various personnel at Vancouver
International Airport. We believe that Mr. Westmacotts relationship with those
personnel provides us with an advantage in connection with negotiating a luggage
wrap situation at that airport. We anticipate that we should have a decision
from Vancouver International Airport regarding our luggage wrap services no
later than June 30, 2011.

We anticipate that in addition to Vancouver International
Airport, we will approach the appropriate personnel at Seattle-Tacoma
International Airport, Toronto International Airport, Los Angeles International
Airport, OHare (Chicago) International Airport, Hartsfield (Atlanta)
International Airport, and San Francisco International Airport to offer our
luggage wrap services.

Currently, we have no revenues and no customers. Because of our
relationship with Satel, and our license  agreement with SL Systems we are able
to offer our luggage wrap business immediately. Additionally, we believe our
prices will be competitive with our competitors.

In providing our luggage wrap services, we will either utilize
Model BW-400 stretch wrapping machines and related equipment furnished by Satel.
According to Satel, the Model BW-400 stretch wrapping machine is used
world-wide, in countries including, but not limited to, Russia, Venezuela,
Germany, the Czech Republic, Pakistan, Canada, Turkey, Spain, Austria, United
Arab Emirates, Egypt, and Saudi Arabia. Additionally, in providing our luggage
wrap services, we may use equipment available to us under the license  agreement
that is manufactured by SL Systems or of our manufacture.

On April 4, 2011, the Delaware Secretary of State accepted for
filing a Certificate of Amendment, increasing the total number of shares our
company is authorized to issue to 120,000,000, which includes the creation of
20,000,000 shares of preferred stock with a par value of $0.001. The increase of
our authorized capital and the creation of preferred stock was approved by our
directors and a majority of our shareholders on March 31, 2011. Our authorized
capital now consists of 100,000,000 shares of common stock with a par value of
$0.001 and 20,000,000 shares of preferred stock with a par value of $0.001. The
effective date of the amendment is April 8, 2011.

5

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We are a development stage company, have a working capital
deficit, have incurred losses from operations since inception, have no sales,
may incur further significant losses, have no established source of revenue, and
are dependent on our ability to raise capital from shareholders or advances or
loans from related parties to sustain operations, and there is a substantial
doubt that we will be able to continue as a going concern.

Competition

There can be no assurance that we will be able to compete
effectively. We believe that the main competitive factors in our industry
include effective marketing and sales, brand recognition, the quality of our
products and services, and ease of use of our products and services. We may have
competitors that may be able to offer alternative products or services on more
attractive terms or with better customer support. Other companies may also enter
our market with better products or services, greater financial and human
resources and/or greater brand recognition. Competitors may continue to improve
or expand current products and services and introduce new products and services.
We may be perceived as relatively too small or untested in comparison to our
competitors. To be competitive, we will have to invest significant resources in
business development, advertising and marketing. We cannot provide any assurance
that we will have sufficient resources to make these investments or we will be
able to make the advances necessary to be competitive. Increased competition may
result in revenue reduction, reduced gross margin and loss of market share.
Failure to compete successfully will result in less revenue and have a material
adverse effect on our business, operating results and financial condition.

Compliance with Government Regulation

The development of our bag wrap business may be subject to
various United States and Canadian federal, state, provincial and local and
foreign governmental regulations. We may from time to time, be required to
obtain licenses, permits and/or have background checks performed on staff, from
various governmental authorities in regards to the operation of our bag wrap
business.

Research and Development

We have incurred $Nil in research and development
expenditures over the last two fiscal years.

Employees

Currently, our only employees are our directors and officers
and various individuals acting as consultants to our company. These individuals
only a limited amount of time to our business. We confer with consultants,
attorneys and accountants as necessary. We do not anticipate a need to engage
any full-time employees so long as we are seeking financing to pursue our
business plan.

REPORTS TO SECURITY HOLDERS

We are required to file annual, quarterly and current reports,
proxy statements and other information with the Securities and Exchange
Commission and our filings are available to the public over the internet at the
Securities and Exchange Commissions website at http://www.sec.gov. The public
may read and copy any materials filed by us with the Securities and Exchange
Commission at the Securities and Exchange Commissions Public Reference Room at
100 F Street N.E. Washington D.C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the Securities and
Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site
that contains reports, proxy and formation statements, and other information
regarding issuers that file electronically with the SEC, at http://www.sec.gov.

ITEM
1A.             RISK
FACTORS

Much of the information included in this annual report includes
or is based upon estimates, projections or other forward-looking statements.
Such forward-looking statements include any projections or estimates made by us
and our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions, or other future
performance suggested herein. We undertake no obligation to update
forward-looking statements to reflect events or circumstances occurring after
the date of such statements.

6

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Such estimates, projections or other forward-looking
statements involve various risks and uncertainties as outlined below. We
caution readers of this quarterly report that important factors in some cases
have affected and, in the future, could materially affect actual results and
cause actual results to differ materially from the results expressed in any such
estimates, projections or other forward-looking statements. In evaluating us,
our business and any investment in our business, readers should carefully
consider the following factors.

Risks Related to Our Business

We have a limited operating history, making it difficult to
accurately forecast our revenues and appropriately plan our expenses.

We began operations in December 2008. We incurred a net loss of
  $217,859  and $149,674  for the fiscal year ended December 31, 2010 and 2009. We
incurred an accumulated net loss of $369,615 since inception.

Because we have a limited operating history, it is difficult to
accurately forecast our revenues and expenses. Additionally, our operations will
be subject to risks inherent in the establishment of a developing new business,
including, among other things, efficiently deploying our capital, developing our
products and services, developing and implementing our marketing campaigns and
strategies and developing awareness and acceptance of our products and services.
Our ability to generate future revenues will be dependent on a number of
factors, many of which are beyond our control, including the pricing of other
products and services, overall demand for our products and services, market
competition and government regulation. As with any investment in a company with
no operating history, ownership of our securities may involve significant risks
and is not recommended if an investor cannot reasonably accommodate the risk of
a total loss of his or her investment.

If we do not receive additional funding to expand
operations, the value of our common stock could be adversely affected.

As of December 31, 2010, we had cash reserves of $39,047. We
estimate that such cash reserves are not sufficient to fund our daily
operations. To fund our daily operations we must raise additional capital. No
assurance can be given that we will receive additional funds required to fund
our daily operations. In addition, in the absence of the receipt of additional
funding, we may be required to scale back our operations. Currently, we have
enough cash to satisfy those obligations that we cant accrue or defer, and we
will require approximately $2,100,000 to operate our business during the next 12
months.

If our relationship with Satel terminates, it may be
difficult or impossible to continue to operate our luggage wrap business.

In the event our relationship with Satel does not generate the
results expected, that relationship may terminate. In the event of that
termination, we may not have sufficient resources to acquire rotating luggage
wrap equipment and machinery from either Satel or competing manufacturers.
Additionally, airports that may prefer rotating luggage wrapping equipment may
not be willing to accept our alternative process whereby luggage is conveyed
from entrance to exit while wrapped with a single layer of shrink plastic.
Accordingly, in that event, our operations may cease until such time as we can
acquire additional rotating luggage wrap machinery and equipment to continue our
business, which could have a material adverse effect on our revenues and
financial condition.

Our luggage wrap product may not be sufficient to ensure our
success in our intended market.

Our survival is, currently, dependent upon the success of our
efforts to gain market acceptance of our luggage wrap product. Should our
luggage wrap product be too narrowly focused or should the target market not be
as responsive as we anticipate, we may not have alternate products or services
that we can offer to ensure our continued operations.

Competition from providers of similar products and services
could adversely affect our revenues and financial condition.

There can be no assurance that we will be able to compete
effectively. We believe that the main competitive factors in our industry
include effective marketing and sales, brand recognition, the quality of our
products and services, and ease of use of our products and services. We may have
competitors that may be able to offer alternative products or services on more
attractive terms or with better customer support. Other companies may also enter
our market with better products or services, greater financial and human
resources and/or greater brand recognition. Competitors may continue to improve
or expand current products and services and introduce new products and services.
We may be perceived as relatively too small or untested in comparison to our
competitors. To be competitive, we will have to invest significant resources in
business development, advertising and marketing. We cannot provide any assurance
that we will have sufficient resources to make these investments or we will be
able to make the advances necessary to be competitive. Increased competition may
result in revenue reduction,

7

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reduced gross margin and loss of market share. Failure to
compete successfully will result in less revenue and have a material adverse
effect on our business, operating results and financial condition.

Our License Agreement provides us with a patented process,
however our rotating bag wrap process is not protected as intellectual property
and our competitors may have greater resources to operate a more successful
business than ours.

The process available to us by our license agreement and protected
  by US Patent #5,890,345 and Canadian Patent #CA 2, 162,637 may afford us with
  some protection against competitors in certain jurisdictions. However our rotating
  bag wrap process is not protected as our intellectual property, our competitors,
  particularly those competitors with greater resources, at any time may enter
  into the bag wrap business or expand their existing bag wrap business in such
  a manner that they would be more successful than our bag wrap business.

Our results of operations may fluctuate due to seasonality
and other factors associated with the airline industry.

Due to greater demand for air travel during the summer months,
our revenues in the second and third quarters of the year may be greater than
revenues in the first and fourth quarters of the year. Our results of operations
will reflect this seasonality and may, also, be impacted by numerous other
factors that are not necessarily seasonal, including, among others, the
imposition of fees, extreme or severe weather, changes in the competitive
environment and other factors and general economic conditions. As a result, our
quarterly operating results may not necessarily be indicative of operating
results for an entire year and historical operating results in a quarterly or
annual period may not necessarily be indicative of future operating results.

Security requirements may increase our costs and decrease
our revenues.

Since September 11, 2001, the Department of Homeland Security
and the Transportation Security Administration (TSA) have implemented numerous
security measures that affect airline operations, including the handling and
processing of checked luggage, and may implement additional measures in the
future. In addition, foreign governments have also instituted additional
security measures at foreign airports at which we may do business. Additional
measures taken to enhance either passenger or cargo security procedures and/or
to recover associated costs from passengers in the future may result in adverse
effects on our results of operations.

Presently, we are not required to obtain approval from TSA for
the services that we will offer at those locations at which we intend to conduct
business. There can be no assurance, however, that in the future we will not be
required to obtain approval from TSA or be required to follow certain procedures
mandated by TSA, which, if followed, as a result of the costs associated with,
could reduce or, possibly, eliminate the desirability of our services, which
could have an adverse effect on our results of operations.

Additionally, the bags that we wrap will be subject to
screening by TSA personnel and those bags that are opened by TSA personnel for
screening purposes will have to be rewrapped by us and the costs associated with
that rewrapping could have an adverse effect on our results of operations.

Our operations could be negatively impacted by terrorist
events or war activity.

Our operations are sensitive to changes in the economy and
airline industry that are caused by, or related to, past and future terrorist
attacks. Such changes include, but are not limited to, the impact of additional
airline and security charges included in our costs and reduced customer demand
for travel. War or other military action by the United States or other countries
could have a significant effect on passenger traffic, which could adversely
affect our business, financial condition, operating results and cash flows.

Certain of our management personnel serves us on a part time
basis and conflicts may occur.

Mr. Kraus and Ms. Cai devote a portion of their working time on
our operations. As they devote their time to other activities, it is probable
that conflicts will result regarding their allocation of time and effort. While
they will each seek to give us sufficient time to allow us to operate on a basis
that is beneficial to our shareholders, this goal may not be accomplished and
our operating results may be negatively impacted by the unavailability of our
key personnel.

8

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Airline industry conditions constantly change, and negative
economic conditions may materially and adversely affect our business and results
of operations.

The airline industry is significantly affected by general
economic conditions, and the global economic recession has resulted in a weaker
demand for air travel in general. During recent recessions, most airlines have
reduced fares in an effort to increase traffic and overall revenues. Economic
and competitive conditions in the airline industry have contributed to certain
airline bankruptcies and reorganizations in recent years. A worsening of current
economic conditions, or an extended period of recession, whether nationally or
regionally, would have a material adverse effect on our business, financial
condition, operating results and cash flows.

The majority of the airlines in the United States charge
passengers fees or surcharges to check their luggage. As a result, passengers on
those airlines may be reluctant to check their baggage and make every effort to
carry on as much of their baggage as possible. Additionally, as a result of the
general economic conditions in the airline industry, those airlines that do not
charge for checking baggage may decide to charge fees or surcharges for checked
luggage, and passengers may avoid checking their luggage on those airlines, so
as to not pay those fees or surcharges. Accordingly, the reluctance of travelers
to check their baggage could have a material adverse effect on our business,
financial condition, operating results, and cash flows.

Products and services that we offer may subject us to
liability claims.

The products and services that we provide may not meet customer
expectations. Such problems would seriously harm our credibility, market
acceptance of our products and services, and the value of our brand. In
addition, such problems may result in liability for damages resulting from lost
luggage or other valuables. The occurrence of some of these types of problems
may seriously harm our business, operating results, and financial condition.

Our officers have little or no previous experience in managing
a public company, and we do not have any employees to segregate responsibilities
and may be unable to afford increasing our staff or engaging outside consultants
or professionals to overcome our lack of employees. During the course of our
testing, we may identify other deficiencies that we may not be able to remedy in
time to meet the requirements imposed by the Sarbanes-Oxley Act for compliance
with that Section 404. In addition, if we fail to achieve and maintain the
adequacy of our internal controls, as such requirements are modified,
supplemented or amended from time to time, we may not be able to ensure that we
can conclude on an ongoing basis that we have effective internal controls over
financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act.
Moreover, effective internal controls, particularly those related to revenue
recognition, are necessary for us to produce reliable financial reports and are
important to help prevent financial fraud. If we cannot provide reliable
financial reports or prevent fraud, our business and operating results could be
harmed, investors could lose confidence in our reported financial information,
and the trading price of our common stock, if a market ever develops, could drop
significantly.

Risks Related to our Common Stock

Our common stock is illiquid and shareholders may be unable
to sell their shares.

There is currently no market for our common stock and we can
provide no assurance to investors that a market will develop. If a market for
our common stock does not develop, our shareholders may not be able to re-sell
the shares of our common stock that they have purchased and they may lose all of
their investment. Public announcements regarding our company, changes in
government regulations, conditions in our market segment or changes in earnings
estimates by analysts may cause the price of our common shares to fluctuate
substantially. These fluctuations may adversely affect the trading price of our
common shares.

Trading on the OTC Bulletin Board may be volatile and
sporadic, which could depress the market price of our common stock and make it
difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of
the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC
Bulletin Board is often thin and characterized by wide fluctuations in trading
prices due to many factors that may have little to do with our operations or
business prospects. This volatility could depress the market price of our common
stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin
Board is not a stock exchange, and trading of securities on the OTC Bulletin
Board is often more sporadic than the trading of securities listed on a
quotation system like Nasdaq or a stock exchange like the American Stock
Exchange. Accordingly, our shareholders may have difficulty reselling any of
their shares.

9

---

Our stock is a penny stock. Trading of our stock may be
restricted by the SEC's penny stock regulations and FINRA's sales practice
requirements, which may limit a stockholder's ability to buy and sell our
stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules; the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in, and limit
the marketability of, our common stock.

In addition to the "penny stock" rules promulgated by the
Securities and Exchange Commission, FINRA has adopted rules that require that in
recommending an investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that customer. Prior
to recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customer's financial status, tax status, investment objectives and
other information. Under interpretations of these rules, FINRA believes that
there is a high probability that speculative low-priced securities will not be
suitable for at least some customers. FINRA requirements make it more difficult
for broker-dealers to recommend that their customers buy our common stock, which
may limit your ability to buy and sell our stock.

Our Certificate of Incorporation provides for
indemnification of our officers and directors at our expense and limits their
liability, which may result in a major cost to us and damage the interests of
our shareholders, because our resources may be expended for the benefit of our
officers and/or directors.

Our Certificate of Incorporation and applicable Delaware law
provide for the indemnification of our directors, officers, employees, and
agents, under certain circumstances, for attorneys fees and other expenses
incurred by them in any litigation to which they become a party resulting from
their association with us or activities on our behalf. We will also pay the
expenses of such litigation for any of our directors, officers, employees, or
agents, upon such persons promise to repay us, if it is ultimately determined
that any such person shall not have been entitled to indemnification. This
indemnification policy could result in substantial expenditures by us, which we
will be unable to recover.

We have been advised that, in the opinion of the SEC,
indemnification for liabilities arising under federal securities laws is against
public policy as expressed in the Securities Act of 1933 and, therefore,
unenforceable. In the event that a claim for indemnification against these types
of liabilities, other than the payment by us of expenses incurred or paid by a
director, officer, or controlling person in the successful defense of any
action, lawsuit, or proceeding, is asserted by a director, officer, or
controlling person in connection with our securities being registered, we will
(unless in the opinion of our counsel, the matter has been settled by
controlling precedent) submit to a court of appropriate jurisdiction, the issue
of whether such indemnification by us is against public policy as expressed in
the Securities Act of 1933, and we will be governed by the final adjudication of
such issue. The legal process relating to this matter, if it were to occur,
probably will be very costly and may result in us receiving negative publicity,
either of which factors would probably materially reduce the market and price
for our common stock, if such a market ever develops.

10

---

Because we can issue additional shares of common stock,
purchasers of our common stock may experience dilution.

We are authorized to issue up to 100,000,000  shares of common
stock and 20,000,000 preferred shares.  At present, there are 20,647,000  shares
of our common stock issued and outstanding. Our Board of Directors has the
authority to cause us to issue additional shares of common stock without consent
of any of our stockholders. We anticipate that we will be required to raise
additional capital to finance our operations, and that capital may be raised by
the sale of additional shares of our common stock. Consequently, upon the sale
of additional shares of our common stock, our stockholders will experience
dilution in the ownership of our common stock.

One of the effects of the existence of unissued and unreserved
common stock may be to enable our Board of Directors to issue shares of our
common stock to persons friendly to current management, which issuance could
render more difficult or discourage in attempt to obtain control of our Board of
Directors by merger, tender offer, proxy contests, or otherwise, and thereby
protect the continuity of our management and possibly deprive our stockholders
of opportunities to sell their shares of our common stock at prices higher than
prevailing market prices.

Because our officers, directors and principal shareholders
control a substantial portion of our common stock, investors will have little or
no control over our management or other matters requiring shareholder approval.

Our officers and directors, in the aggregate, beneficially
own90.3%of the issued and outstanding shares of our common
stock. As a result, these individuals have the ability to exert significant
influence over matters affecting minority shareholders, including the election
of our directors, the acquisition or disposition of our assets, and the future
issuance of our shares. Because our officers, directors can exercise such
influence over our company, investors may not be able to replace our management
if they disagree with the way our business is being run. Because control by
these insiders could result in management making decisions that are in the best
interest of those insiders and not in the best interest of the investors, you
may lose some or all of the value of your investment in our common stock.

Other Risks

Because all of our officers and directors are located in
Non-United States jurisdictions, you may have no effective recourse against our
management for misconduct and may not be able to enforce judgments and civil
liabilities against our officers and directors.

All of our directors and officers are nationals and residents
of countries other than the United States, and they all reside in Canada. As a
result, it may be difficult for investors to enforce within the United States
any judgments obtained against our officers or directors, including judgments
predicated upon the civil liability provisions of the securities laws of the
United States.

ITEM
1B.            UNRESOLVED
STAFF COMMENTS

As a "smaller reporting company", we are not required to
provide the information required by this Item.

ITEM
2.               
PROPERTIES

Secure Luggages principal administrative office is located at
2375 East Camelback Road, 5th Floor, Phoenix, Arizona, 85016. The office is our
registered office, and the relevant service expenses, including the secretarial,
photocopying, and similar services will be charged on a month-to-month basis
depending on the services provided as requirements by our company.

ITEM
3.               
LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceeding
litigation. There are no proceedings in which any of our directors, officers or
affiliates, or any registered or beneficial shareholder, is an adverse party or
has a material interest adverse to out Company.

ITEM
4.               
[REMOVED AND RESERVED]

11

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PART II

|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
      STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------------

Market Information

With respect to our Form 211 Application to initiate quotations
on the OTC Bulletin Board, our trading symbol SCLG has been listed on the OTC
Bulletin Board on December 28, 2010. Trading of our stock on the OTC Bulletin
Board will not commence  until we have received final approval of the Financial
Industry Regulatory Authority (FINRA) to our form 211 Application. These
over-the-counter market quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not necessarily represent actual
transactions:

As of May 16,  2011, there were 66  holders of record of our
common stock and 20,647,000   common shares were issued and outstanding.

Our common shares are issued in registered form. Island Stock
Transfer Inc. 100 Second Avenue South, Suite 104N, St. Petersburg, Florida 33701
(Telephone: 727.289.0100; Facsimile: 727.289.0069) is the registrar and transfer
agent for our common shares.

Dividends

We have not paid any dividends on our common stock. We
currently intend to retain any earnings for use in our business, and do not
anticipate paying cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities

Sales of Equity Securities have been conducted and shares of
our companys stock have been issued during the period ended March 31, 2011 for
which we did not file a Form 8-K.

On February 28, 2011, we issued 120,000 shares at $0.20 per
share for corporate accounting and management services to be provided by a
related party over a period from January 2011 to December 2011. We have issued
all of the shares to one non-US person (as that term is defined in Regulation
Rule 506 of Regulation D of the Securities Act of 1933) relying on Regulation of
the Securities Act of 1933.

On February 28, 2011, we issued 1,155,000 shares of the common
stock of our company at $0.20 per share for the $204,000 share subscription
received in September 2011. We have issued all of the shares to non-US persons
(as that term is defined in Regulation S of the Securities Act of 1933) relying
on Regulation S of the Securities Act of 1933.

On February 28, 2011, we issued 1,175,000 shares of the common
stock of our company for the license use right valued at $0.20 per share or
$235,000. We have issued all of the shares to one non-US person (as that term is
defined in Regulation S of the Securities Act of 1933) relying on Regulation S
of the Securities Act of 1933.

Our company also issued 45,000 shares at 0.20 per share or
$9,000 for service received in prior year in respect of going public. These
shares were issued pursuant to an exemption from registration relying on Section
4(2) of the Securities Act of 1933.

On February 28, 2011 we issued 235,000 shares of the common
stock of our company for cash valued at $0.20 per share or $47,000. We have
issued all of the shares to non-US persons (as that term is defined in
Regulation S of the Securities Act of 1933) relying on Regulation of the
Securities Act of 1933.

On February 28, 2011, we issued 200,000 shares of the common
stock of our company for cash valued at $0.20 per share or $40,000. We have
issued all of the shares to non-US persons (as that term is defined in
Regulation S of the Securities Act of 1933) relying on Regulation S of the
Securities Act of 1933.

On February 28, 2011, we issued 120,000 shares of the common
stock of our company for services over twelve months valued at $0.20 per share
or $24,000. We have issued all of the shares pursuant to an exemption from
registration relying on Section 4(2) of the Securities Act of 1933.

12

---

On March 1, 2011, we issued 120,000 shares of the common stock
of our Company for services over twelve months valued at $0.20 per share or
$24,000. We have issued all of the shares to non-US persons (as that term is
defined in Regulation S of the Securities Act of 1933) relying on Regulation S
of the Securities Act of 1933.

Issuer Purchase of Securities

None.

ITEM
6.               
SELECTED FINANCIAL DATA

As a smaller reporting company, we are not required to
provide the information required by this Item.

|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------------

Executive Overview

The following discussion should be read in conjunction with our
audited financial statements and the related notes that appear elsewhere in this
annual report. The following discussion contains forward-looking statements that
reflect our plans, estimates and believes. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such difference include, but are not limited to;
those discussed below and elsewhere in this annual report, particularly in the
section entitled Risk Factors beginning on page 10 of this annual report.

Our audited financial statements are stated in United State
Dollars and are prepared in accordance with United States Generally Accepted
Accounting Principles.

Results of Operations for our Years Ended December 31,
2010 and 2009

Our operating results for years  ended December 31, 2010 and
2009 and the changes between those periods for the respective items are
summarized as follows:

Year Ended December 31,
          2010
      
      
      Year Ended December 31,
          2009
      
      
      Change Between Year Ended December 31, 2010 and 2009Revenue
      $
      Nil
      
      $
      Nil
      
      $
      NilProfessional fees
      $
      192,531
      
      $
      130,110
      
      $
      62,421General and administrative
      $
      24,599
      
      $
      19,148
      
      $
      5,451Interest expense
      $
      729
      
      $
      416
      
      $
      313Net Income (Loss)
      $
      (217,859)
      
      $
      (149,674)
      
      $
      (68,185)


Our financial statements report a net loss of $217,859  for the
year ended December 31, 2010 compared to a net loss of $149,674  for the year
ended December 31, 2009. Our losses have increase primarily as a result of an
increase in professional fees.

Revenues

We have not earned any revenues since our inception.

Professional fees

The increase in professional fees for our year ended December
31, 2010 is due to increased consulting fees, management fees and legal fees
related to filings with SEC.

13

---

General and administrative

The increase in our general and administrative expense for our
year ended December 31, 2010 is due to increased transfer agent fees.

Interest expenses

The increase in interest expense for our year ended December
31, 2010 is due to more imputed interest for the shareholder short term loan.

Liquidity and Financial Condition

As of December 31, 2010, we had cash and cash equivalents in
the amount of $39,047 as compared to $5,626 as of December 31, 2009. Our current
total assets were $42,797 and our total current liabilities were $62,798 and we
had a working capital deficiency of $20,001. Our financial statements report a
net loss of $217,859  for the year ended December 31, 2010, and a net loss of
$369,615 for the period from December 4, 2008 (date of inception) to December
31, 2010.

We have suffered recurring losses from operations. The
continuation of our company is dependent upon our company attaining and
maintaining profitable operations and raising additional capital as needed. In
this regard we have raised additional capital through equity offerings and loan
transactions.

Cash Flows
      
      As atDecember 31,2010
      
      
      2009Net Cash (Used) Provided by Operating Activities
      $
      (162,579
      )
      $
      (117,259
      )Net Cash Used In Investing Activities
      $
      (30,000
      )
      $
      NilNet Cash Provided by Financing Activities
      $
      226,000
      
      $
      122,885Cash Increase (Decrease) In Cash During The Period
      $
      33,421
      
      $
      5,626


Operating Activities

Net cash used in operating activities was $162,579 for our year
ended December 31, 2010 compared with cash used in operating activities of
$117,259 in the same period in 2009. This difference was primarily due to the
increase of net loss and the payment made in payable, offset by an increase in
due to related party.

Investing Activities

Net cash used in investing activities was $30,000 for our year
ended December 31, 2010 compared to net cash used in investing activities of
$Nil in 2009 was mainly attributable to the prepayment in regard to the
acquisition of license used right.

Financing Activities

Net cash provided in financing activities was $226,000  for our
year ended December 31, 2010 compared to net cash provided of $ 122,885  in the
same period in 2009. This primarily resulted from more proceeds of share
subscription received.

Our principal sources of funds have been from sales of our
common stock.

Contractual Obligations

As a smaller reporting company, we are not required to
provide tabular disclosure obligations.

Going Concern

The financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America
applicable to a going concern, which contemplates the realization of assets and
the satisfaction of liabilities and commitments in the normal course of
business. Our company has a net loss of $217,859  for the year ended December 31,
2010 [2009  net loss of $149,674 ] and at December 31, 2010 had a deficit
accumulated during the development stage of $369,615

14

---

[2009  $151,756 ]. Our company had no revenue generated since
inception. Our company has working capital deficiency of $20,001 as at December
31, 2010. Our company requires additional funds to maintain its existing
operations and to acquire new business assets. These conditions raise
substantial doubt about our companys ability to continue as a going concern.
Managements plans in this regard are to raise equity and debt financing as
required, but there is no certainty that such financing will be available or
that it will be available at acceptable terms. The outcome of these matters
cannot be predicted at this time.

These financial statements do not include any adjustments to
reflect the future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that might result from the outcome
of this uncertainty.

At this time, we cannot provide investors with any assurance
that we will be able to raise sufficient funding from the sale of our common
stock or through a loan from our directors to meet our obligations over the next
twelve months. We do not have any arrangements in place for any future debt or
equity financing.

Off-balance Sheet Arrangements

We have no off-balance sheet arrangement that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and
results of operations are based upon our financial statements, which have been
prepared in accordance with the accounting principles generally accepted in the
United States of America. Preparing financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by managements application of accounting policies. We believe that
understanding the basis and nature of the estimates and assumptions involved
with our financial statements are critical to an understanding of our financial
statements.

Recent Accounting Pronouncements

Other accounting pronouncements that have been issued or
proposed by the FASB or other standards-setting bodies that do not require
adoption until a future date are not expected to have a material impact on our
companys financial statements upon adoption.

ITEM
7A.            QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MAKET RISK

As a "smaller reporting company", we are not required to
provide the information required by this Item.

ITEM
8.               
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial information set forth below with respect to our
statements of operations for the twelve month periods ended December 31, 2010
and 2009 is audited. This financial information, in the opinion of management,
includes all adjustments consisting of normal recurring entries necessary for
the fair presentation of such data. The results of operations for the year
period ended December 31, 2010 are not necessarily indicative of results to be
expected for any subsequent period.

15

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

|Chang Lee ***LLP***         |                         
|--------------------------- | ------------------------
|Chartered
      Accountants |                         
|                            | 606-815 Hornby Street   
|                            | Vancouver, B.C., V6Z 2E6
|                            | Tel: 604-687-3776       
|                            | Fax: 604-688-3373       

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

SECURE LUGGAGE SOLUTIONS INC.(A development stage company)

We have audited the accompany balance sheets of Secure
Luggage Solutions Inc.(the Company) as at December 31, 2009 and 2010 and
the related statements of operations and comprehensive loss, stockholders
equity (deficit), and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform an audit to obtain reasonable assurance whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as at December 31, 2009 and 2010 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.

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 3 to
the financial statements, the Company incurred losses from operations since
inception, has not attained profitable operations and is dependent upon
obtaining adequate financing to finance the growth of its current operations and
achieve its strategic objectives. These factors raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also discussed in Note 3. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

|Vancouver, Canada |                      
|----------------- | ---------------------
|May 13, 2011      | Chartered Accountants

16

---

Secure Luggage Solutions Inc.

(A Development Stage Company)Audited Financial
Statements December 31, 2010 and 2009

17

---

Secure Luggage Solutions Inc.(A Development Stage
Company) Balance Sheets

|                                                                                                                                                                                                                                                                                      |   | December 31, |   |   | December 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                                                                                                                                                                                                                                                                      |   | 2010         |   |   | 2009         |  
|ASSETS                                                                                                                                                                                                                                                                                |  
|CURRENT ASSETS                                                                                                                                                                                                                                                                        |   |              |   |   |              |  
|Cash and Cash Equivalents                                                                                                                                                                                                                                                             | $ | 39,047       |   | $ | 5,626        |  
|Prepaid Expense                                                                                                                                                                                                                                                                       |   | 3,750        |   |   | 13,844       |  
|Total Current Assets                                                                                                                                                                                                                                                                  |   | 42,797       |   |   | 19,470       |  
|Prepayment for
      License Use Right                                                                                                                                                                                                                                                |   | 30,000       |   |   | -            |  
|TOTAL ASSETS                                                                                                                                                                                                                                                                          | $ | 72,797       |   | $ | 19,470       |  
|LIABILITIES AND
      STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                                                                                                                                  |  
|CURRENT LIABILITIES                                                                                                                                                                                                                                                                   |   |              |   |   |              |  
|Accounts Payable
      and Accrued Liabilities                                                                                                                                                                                                                                        | $ | 11,250       |   | $ | 2,404        |  
|Due to Related Parties                                                                                                                                                                                                                                                                |   | 51,548       |   |   | 24,937       |  
|Shareholder Loan                                                                                                                                                                                                                                                                      |   | -            |   |   | 5,000        |  
|Total Current Liabilities                                                                                                                                                                                                                                                             |   | 62,798       |   |   | 32,341       |  
|Total Liabilities                                                                                                                                                                                                                                                                     |   | 62,798       |   |   | 32,341       |  
|STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                                                                                                                                                        |   |              |   |   |              |  
|Authorized:
      100,000,000 common shares with par value
      $0.001                           
          20,000,000 preferred shares with par value of
      $0.001        Issued:
      17,477,000 common
      shares                           
          Nil preferred shares |   | 17,477       |   |   | 17,477       |  
|Share Subscriptions Received                                                                                                                                                                                                                                                          |   | 231,000      |   |   | -            |  
|Shares to Be
      Issued for Services                                                                                                                                                                                                                                                |   | 9,000        |   |   | -            |  
|Additional Paid-in Capital                                                                                                                                                                                                                                                            |   | 122,137      |   |   | 121,408      |  
|Deficit
      Accumulated during the Development Stage                                                                                                                                                                                                                                |   | (369,615     | ) |   | (151,756     | )
|Total Stockholders' Equity (Deficit)                                                                                                                                                                                                                                                  |   | 9,999        |   |   | (12,871      | )
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                                                                                                                                  | $ | 72,797       |   | $ | 19,470       |  

The accompanying notes are an integral part of these financial
statements

18

---

Secure Luggage Solutions Inc.(A Development Stage
Company)Statements of Operations and Comprehensive Loss
  (Audited)

|                                                                               |   |                    |   |   |                       |   |   | Cumulative Amounts |  
|------------------------------------------------------------------------------ | - | ------------------ | - | - | --------------------- | - | - | ------------------ | -
|                                                                               |   | For the            |   |   | From Beginning of     |  
|                                                                               |   | Years Ended        |   |   | Development Stage     |  
|                                                                               |   | December
      31, |   |   | (December 4, 2008) to |  
|                                                                               |   | 2010               |   |   | 2009                  |   |   | December 31, 2010  |  
|                                                                               |   |                    |   |   |                       |   |   |                    |  
|REVENUES                                                                       | $ | -                  |   | $ | -                     |   | $ | -                  |  
|                                                                               |   |                    |   |   |                       |   |   |                    |  
|OPERATING EXPENSES                                                             |   |                    |   |   |                       |   |   |                    |  
|                                                                               |   |                    |   |   |                       |   |   |                    |  
|Professional Fees                                                              |   | 192,531            |   |   | 130,110               |   |   | 323,641            |  
|G & A Expenses                                                                 |   | 24,599             |   |   | 19,148                |   |   | 44,829             |  
|                                                                               |   |                    |   |   |                       |   |   |                    |  
|Total Operating Expenses                                                       |   | 217,130            |   |   | 149,258               |   |   | 368,470            |  
|                                                                               |   |                    |   |   |                       |   |   |                    |  
|LOSS FROM OPERATION AND BEFORE OTHER INCOME ( EXPENSE )                        |   | (217,130           | ) |   | (149,258              | ) |   | (368,470           | )
|                                                                               |   |                    |   |   |                       |   |   |                    |  
|OTHER INCOME ( EXPENSE )                                                       |   |                    |   |   |                       |   |   |                    |  
|                                                                               |   |                    |   |   |                       |   |   |                    |  
|Interest Expenses                                                              |   | (729               | ) |   | (416                  | ) |   | (1,145             | )
|                                                                               |   |                    |   |   |                       |   |   |                    |  
|LOSS FROM OPERATION BEFORE INCOME TAX                                          |   | (217,859           | ) |   | (149,674              | ) |   | (369,615           | )
|                                                                               |   |                    |   |   |                       |   |   |                    |  
|Provision for Income Taxes                                                     |   | -                  |   |   | -                     |   |   | -                  |  
|                                                                               |   |                    |   |   |                       |   |   |                    |  
|                                                                               |   |                    |   |   |                       |   |   |                    |  
|NET LOSS AND COMPREHENSIVE LOSS                                                | $ | (217,859           | ) | $ | (149,674              | ) | $ | (369,615           | )
|                                                                               |   |                    |   |   |                       |   |   |                    |  
|NET LOSS PER SHARE-BASIC AND DILUTED                                           | $ | (0.01              | ) | $ | (0.01                 | ) |   |                    |  
|                                                                               |   |                    |   |   |                       |   |   |                    |  
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
      - BASIC AND DILUTED |   | 17,477,000         |   |   | 14,958,030            |   |   |                    |  

The accompanying notes are an integral part of these financial
statements

19

---

Secure Luggage Solutions Inc.(A Development Stage
Company)Statements of Cash Flows
  (Audited)

|                                                                                  |   |              |   |   |                       |   |   | Cumulative Amounts |  
|--------------------------------------------------------------------------------- | - | ------------ | - | - | --------------------- | - | - | ------------------ | -
|                                                                                  |   | For the      |   |   | From Beginning of     |  
|                                                                                  |   | Years Ended  |   |   | Development Stage     |  
|                                                                                  |   | December 31, |   |   | (December 4, 2008) to |  
|                                                                                  |   | 2010         |   |   | 2009                  |   |   | December 31, 2010  |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |   |              |   |   |                       |   |   |                    |  
|                                                                                  |   |              |   |   |                       |   |   |                    |  
|Net Loss                                                                          | $ | (217,859     | ) | $ | (149,674              | ) | $ | (369,615           | )
|Adjustments to Reconcile Net Loss to Net Cash Used by Operating
      Activities: |   |              |   |   |                       |   |   |                    |  
|Shares Issued for
      Services                                                  |   | -            |   |   | 20,000                |   |   | 21,000             |  
|Shares to Be Issued for Services                                                  |   | 9,000        |   |   |                       |   |   | 9,000              |  
|Interest Imputed
      for Non-Interest Bearing Loans                             |   | 729          |   |   | -                     |   |   | 729                |  
|Changes in Assets and Liabilities:                                                |   |              |   |   |                       |   |   |                    |  
|Prepaid Expenses                                                                  |   | 10,094       |   |   | (13,619               | ) |   | (3,750             | )
|Accounts
      Payable and Other Liabilities                                      |   | (15,154      | ) |   | 25,762                |   |   | 11,250             |  
|Due to Related Parties                                                            |   | 50,611       |   |   | 272                   |   |   | 51,548             |  
|                                                                                  |   |              |   |   |                       |   |   |                    |  
|Net Cash Used by Operating Activities                                             |   | (162,579     | ) |   | (117,259              | ) |   | (279,838           | )
|                                                                                  |   |              |   |   |                       |   |   |                    |  
|CASH FLOWS FROM INVESTING ACTIVITY:                                               |   |              |   |   |                       |   |   |                    |  
|Changes in Investing Activity                                                     |   |              |   |   |                       |   |   |                    |  
|Acquisition of License Use Right                                                  |   | (30,000      | ) |   | -                     |   |   | (30,000            | )
|                                                                                  |   |              |   |   |                       |   |   |                    |  
|Net Cash Used by Investing Activities                                             |   | (30,000      | ) |   | -                     |   |   | (30,000            | )
|                                                                                  |   |              |   |   |                       |   |   |                    |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |   |              |   |   |                       |   |   |                    |  
|Changes in Financing Activities                                                   |   |              |   |   |                       |   |   |                    |  
|Share Issued for Cash                                                             |   | -            |   |   | 173,885               |   |   | 173,885            |  
|Share
      Subscriptions Received                                                |   | 231,000      |   |   | -                     |   |   | 231,000            |  
|Share Issue Cost                                                                  |   | -            |   |   | (56,000               | ) |   | (56,000            | )
|Proceeds
      from Shareholder Loan                                              |   | (5,000       | ) |   | 5,000                 |   |   | -                  |  
|Proceeds from Promissory Note Payable                                             |   | -            |   |   | 10,000                |   |   | 10,000             |  
|Repayment
      on Promissory Note Payable                                        |   | -            |   |   | (10,000               | ) |   | (10,000            | )
|                                                                                  |   |              |   |   |                       |   |   |                    |  
|Net
      Cash Provided by Financing Activities                                   |   | 226,000      |   |   | 122,885               |   |   | 348,885            |  
|                                                                                  |   |              |   |   |                       |   |   |                    |  
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                           |   | 33,421       |   |   | 5,626                 |   |   | 39,047             |  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                  |   | 5,626        |   |   | -                     |   |   | -                  |  
|                                                                                  |   |              |   |   |                       |   |   |                    |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                        | $ | 39,047       |   | $ | 5,626                 |   | $ | 39,047             |  
|                                                                                  |   |              |   |   |                       |   |   |                    |  
|SUPPLEMENTAL DISCLOSURES                                                          |   |              |   |   |                       |   |   |                    |  
|Cash Paid for:                                                                    |   |              |   |   |                       |   |   |                    |  
|Interest                                                                          | $ | -            |   | $ | 416                   |   | $ | 416                |  
|Income Taxes                                                                      | $ | -            |   | $ | -                     |   | $ | -                  |  
|                                                                                  |   |              |   |   |                       |   |   |                    |  
|Non-Cash Transactions:                                                            |   |              |   |   |                       |   |   |                    |  
|Share Issued for
      Services                                                   | $ | -            |   | $ | 20,000                |   | $ | 21,000             |  

The accompanying notes are an integral part of these financial
statements

20

---

Secure Luggage Solutions Inc.(A Development Stage
Company)Statements of Stockholders' Equity (Deficit)
  December 4, 2008 (Inception) through December 31, 2010

ADDITIONAL
      
      
      
      
      
      
      
      
      DEFICIT ACCUMULATED
      
      
      TOTALCOMMON STOCK
      
      
      PAID-IN
      
      
      SHARE ISSUED
      
      
      SHARES TO
      
      
      DURING DEVELOPMENT
      
      
      SHAREHOLDERS'SHARES
      
      
      AMOUNT
      
      
      CAPITAL
      
      
      COST
      
      
      BE
        ISSUED
      
      
      STAGE
      
      
      EQUITY (DEFICIT)Balance, inception-December 4, 2008
      
      
      
      $
      
      
      $
      
      
      $
      
      
      $
      
      
      $
      
      
      $
      -Share issued for services at
        $0.001 per share
      
      1,000,000
      
      
      1,000
      
      
      -
      
      
      
      
      
      
      
      
      
      
      
      1,000Net loss for the period ending December 31,
        2008
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      (2,082
      )
      
      (2,082
      )Balance, December 31, 2008
      
      1,000,000
      
      $
      1,000
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      (2,082
      )
      $
      (1,082
      )Shares issued for services
        at $0.001 per share
      
      7,500,000
      
      
      7,500
      
      
      -
      
      
      
      
      
      
      
      
      
      
      
      7,500Shares issued for cash at $0.001 per share
      
      7,185,000
      
      
      7,185
      
      
      -
      
      
      
      
      
      
      
      
      
      
      
      7,185Share issued for cash at $0.10
        per share,net of stock issuance cost
      
      1,667,000
      
      
      1,667
      
      
      165,033
      
      
      (56,000
      )
      
      
      
      
      
      
      
      110,700Share issued for services at
        $0.10 per share
      
      125,000
      
      
      125
      
      
      12,375
      
      
      
      
      
      
      
      
      
      
      
      12,500Net loss for theyear ending December 31, 2009
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      (149,674
      )
      
      (149,674
      )Balance, December 31, 2009
      
      17,477,000
      
      $
      17,477
      
      $
      177,408
      
      $
      (56,000
      )
      $
      -
      
      $
      (151,756
      )
      $
      (12,871
      )Share to be issued for service
      
      
      
      
      
      
      
      
      
      
      
      
      
      9,000
      
      
      
      
      
      9,000Share subscriptions received
      
      
      
      
      -
      
      
      
      
      
      
      
      
      231,000
      
      
      
      
      
      231,000Imputed interest
      
      
      
      
      
      
      
      729
      
      
      
      
      
      
      
      
      
      
      
      729Net loss for the year ending December 31, 2010
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      (217,859
      )
      
      (217,859
      )Balance, December 31, 2010
      
      17,477,000
      
      $
      17,477
      
      $
      178,137
      
      $
      (56,000
      )
      $
      240,000
      
      $
      (369,615
      )
      $
      9,999


The accompanying notes are an integral part of these financial
statements

21

---

|1. | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                        
|   | The accompanying audited financial statements, expressed
      in US dollars, have been prepared in accordance with accounting principles
      generally accepted in the United States of America and the rules and
      regulations of the United States Securities and Exchange Commission for
      audited financial information.

|2. | NATURE OF BUSINESS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The accompanying financial statements represent the
      accounts of Secure Luggage Solutions Inc., incorporated in the State of
      Delaware on December 4, 2008. The Company is in the development stage and
      is in the business of luggage wrap., whereby a plastic covering is applied
      to the luggage by either a machine that rotates the luggage while applying
      multiple layers of stretchable plastic film or by a machine that conveys
      the luggage from entrance to exit while applying a single layer of shrink
      plastic around the luggage. The Companys luggage wrap product could be
      offered to passengers at retail kiosks, pre check-in areas of
    airports.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3. | GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | These financial statements have been prepared on the
      basis of a going concern which contemplates the realization of assets and
      the satisfaction of liabilities in the normal course of business. The
      Company has not generated any revenues since inception, and further
      significant losses are expected to be incurred in its development stage.
      The Company will depend almost exclusively on outside capital through the
      issuance of common shares, and advances or loans from related parties to
      finance ongoing operations. The ability of the Company to continue as a
      going concern is dependent on raising additional capital and ultimately on
      generating future profitable operations. There can be no assurance that
      the Company will be able to raise the necessary funds when needed to
      finance its ongoing costs. These factors raise substantial doubt about the
      ability of the Company to continue as a going concern. The accompanying
      financial statements do not include any adjustments relative to the
      recoverability and classification of asset carrying amounts or the amount
      and classification of liabilities that might result from the outcome of
      this uncertainty.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company will require additional funding during the
      next twelve months to finance the growth of its current operations and
      achieve its strategic objectives. Management is actively pursuing
      additional sources of financing sufficient to generate enough cash flow to
      fund its operations through 2011 and 2012. However management cannot grant
      any assurances that such financing will be secured.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Information on the Companys working capital deficiency
      and deficit is:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| |                            |   | December 31, 2010 |   |   | December 31, 2009 |  
| | -------------------------- | - | ----------------- | - | - | ----------------- | -
| |                            |   |                   |   |   |                   |  
| | Working capital deficiency | $ | (20,001           | ) | $ | (12,871           | )
| | Deficit                    | $ | 369,615           |   | $ | 151,756           |  

|4. | SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The preparation of financial statements in conformity
      with US GAAP 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 revenue and expenses during the reporting
      periods. Actual results could differ from these
  estimates.

22

---

|4. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Cash and cash equivalents include cash on hand, and all
      highly liquid debt instruments purchased with a maturity of three months
      or less. As at December 31, 2010 and 2009, there were no cash
      equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Stock-Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company adopted Accounting Standards Codification
      (ASC) 718, Compensation  Stock Compensation, to account for its stock
      options and similar equity instruments issued. Accordingly, stock-based
      compensation is measured at fair value of the instrument on the grant date
      and recognized over the vesting period as a charge to stock-based
      compensation with a corresponding increase in contributed surplus. Upon
      exercise of share purchase options, the consideration paid by the option
      holder, together with the amount previously recognized in contributed
      surplus, is recorded as an increase to share capital.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company uses the Black-Scholes option valuation model
      to calculate the fair value of share purchase options at the date of
      grant. Option pricing models require the input of highly subjective
      assumptions, including the expected price volatility. Changes in these
      assumptions can materially affect the fair value estimate.                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Foreign Currency Translations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company maintains its accounting records in U.S.
      Dollars, as follows: At the transaction date, each asset, liability,
      revenue and expense that was acquired or incurred in a foreign currency is
      translated into U.S. dollars by the using of the exchange rate in effect
      at that date. At the period end, monetary assets and liabilities are
      translated at the exchange rate in effect at that date. The resulting
      foreign exchange gains and losses are included in operations.                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company has adopted ASC 220, Comprehensive Income,
      which establishes standards for reporting and display of comprehensive
      income, its components and accumulated balances. The Company is disclosing
      this information on its Statement of Stockholders Equity. Comprehensive
      income comprises equity except those transactions resulting from
      investments by owners and distributions to owners.                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Concentration of credit risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company places its cash and cash equivalent with high
      credit quality financial institution. As of December 31, 2010, the Company
      had approximately $nil in a bank beyond insured limit (2009 -
  $nil).                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company has adopted SC740, Income Taxes, which
      requires the Company to recognized deferred tax liabilities and assets for
      the expected future tax consequence of events that have been recognized in
      the Companys financial statements or tax returns using the liability
      method. Under this method, deferred tax liabilities and assets are
      determined based on the temporary differences between the financial
      statements and tax bases of assets and liabilities using enacted tax rates
      in effect in the year in which the differences are expected to
    reverse.                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Net Income (Loss) per Common Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Basic income (loss) per share is computed by dividing net
      income (loss) available to common shareholders by the weighted average
      number of common shares outstanding during the year. Diluted income (loss)
      per share is calculated using the treasury stock method and reflects the
      potential dilution of securities by including stock options, special
      warrants, and contingently issuable shares, if any, in the weighted
      average number of common                                                                                                                                                                                        

23

---

|4. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Net Income (Loss) per Common Share
  (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | shares outstanding for a year, if dilutive. In a loss
      year, potential dilutive common shares are excluded from the loss per
      share calculation as the effect would be anti-dilutive. Accordingly, basic
      and diluted loss per share is the same for the loss year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Fair Value of Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Financial instruments measured at fair value are
      classified into one of three levels in the fair value hierarchy according
      to the relative reliability of the inputs used to estimate the fair
      values. The three levels of the fair value hierarchy are:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | For the years ended December 31, 2010, the fair value of
      cash and cash equivalents was measured using Level 1 inputs. The Companys
      financial instruments include cash and cash equivalents, accounts payable
      and accrued liabilities, due to related parties, and shareholder loan.
      Fair values of these financial statements approximate their carrying
      values due to their short-term nature. Management is of the opinion that
      the Company is not exposed to significant interest, credit or currency
      risks arising from these financial instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | New Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In February 2010, the FASB issued ASC No. 2010-09,
      Amendments to Certain Recognition and Disclosure Requirements, which
      eliminates the requirement for SEC filers to disclose the date through
      which an entity has evaluated subsequent events. ASC No. 2010-09 is
      effective for its fiscal quarter beginning after 15 December 2010. The
      adoption of ASC No. 2010-09 is not expected to have a material impact on
      the Companys financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In April 2010, the FASB issued ASU 2010-13,
      CompensationStock Compensation (Topic 718): Effect of Denominating the
      Exercise Price of a Share-Based Payment Award in the Currency of the
      Market in Which the Underlying Equity Security Trades, or ASU 2010-13.
      This ASU provides amendments to Topic 718 to clarify that an employee
      share-based payment award with an exercise price denominated in currency
      of a market in which a substantial portion of the entitys equity
      securities trades should not be considered to contain a condition that is
      not a market, performance, or service condition. Therefore, an entity
      would not classify such an award as a liability if it otherwise qualifies
      as equity. The amendments in this ASU are effective for fiscal years, and
      interim periods within those fiscal years, beginning on or after December
      15, 2010. The Company does not expect the adoption of ASU 2010-13 to have
      a significant impact on its financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In April 2010, the FASB codified the consensus reached in
      Emerging Issues Task Force Issue No. 08-09, Milestone Method of Revenue
      Recognition. FASB ASU No. 2010-17 Revenue Recognition  Milestone Method
      (Topic 605) provides guidance on defining a milestone and determining
      when it may be appropriate to apply the milestone method of revenue
      recognition for research and development transactions. FASB ASU No. 2010 
      17 is effective for fiscal years beginning on or after June 15, 2010, and
      is effective on a prospective basis for milestones achieved after the
      adoption date. The Company does not expect this ASU will have a material
      impact on its financial position or results of operations.                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Other accounting pronouncements that have been issued or
      proposed by the FASB or other standards-setting bodies that do not require
      adoption until a future date are not expected to have a material impact on
      the Companys financial statements upon adoption.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

24

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|5. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Authorized                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The total authorized is 100,000,000 common shares with a
      par value of $0.001 per common share and 20,000,000 preferred shares with
      par value of $0.001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Issued and Outstanding                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On December 4, 2008, 1,000,000 shares of common stock
      were approved by the board of the director and issued to the CEO of the
      Company for his services, valued at $0.001 per share or $1,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On January 15, 2009, 7,500,000 shares of common stock
      were approved by the board of the director and issued to the CEO of the
      Company for his services, valued at $0.001 per share or $7,500.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On February 27, 2009, 7,185,000 share of the common stock
      were approved by the board of the director and issued to the CEO of the
      Company for cash, valued at $0.001 per share or $7,185.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On June 30, 2009, 100,000 shares of the common stock were
      approved by the board of the director and issued to the Secretary
      Treasurer of the Company for his services, valued at $0.10 per share or
      $10,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On June 30, 2009, 267,000 shares of the common stock were
      approved by the board of the director for private placements and issued
      for cash, valued at $0.10 per share or $26,700.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On June 30, 2009, 25,000 shares of the common stock were
      approved by the board of the director and issued to the consultant of the
      Company for his signing bonus, valued at $0.10 per share or
  $2,500.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | During August 2009, 1,400,000 shares of the common stock
      were approved by the board of the directors for a private placement and
      issued for cash valued at $0.10 per share or $140,000. The Company paid a
      commission on the funds raised which amounted to $56,000 in cash and has
      been deducted as a cost of issuance, pursuant to the agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In September and October 2010, per approval of the
      Companys board of directors, $231,000 was received for 1,155,000 shares
      of the common stock of the Company valued at $0.20 per share. These shares
      have not been issued as of the date of the auditors report due to the
      administrative reason.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|6. | CONVERTIBLE NOTE PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | During March 2009, the Company received $10,000 from
      Secure Luggage Systems, Inc. (the SL Systems), a Canadian registered
      privately held company that the President and CEO of the Company owns
      35.4% equity interest, pursuant to a convertible note payable. The note
      bears interest at 10% per annum, and is due on demand. The note holder has
      the right, at the sole discretion of the holder, to convert the principal
      and accrued interest on the note, in whole or in part, into shares of the
      Companys common stock at a price of $0.01 per share, such shares to be
      adjusted pro-rata with all other shareholders, for any changes in the
      capital structure of the issuer. On August 6, 2009, the Company paid back
      the $10,000 of principal and $416 of accrued interest to SL System on
      demand.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company has adopted Emerging Issues Task Force (EITF)
      Issue ASC470-20, Accounting for Convertible Securities with Beneficial
      Conversion Features or Contingently Adjustable Conversion Ratios, and
      EITF Issue ASC470-20, Application of EITF Issue ASC470-20 to Certain
      Convertible Instruments. The Company incurred debt whereby the
      convertible feature of the debt provides for a rate of conversion based
      upon the closing market                                                                                                                                                                                                                                                                                                                                                                                              

25

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|6. | CONVERTIBLE NOTE PAYABLE (Contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | value of the common stock on the last trading day prior
      to the date upon which the note holder provides written notice. This would
      result in a conversion price greater than or equal to the stock price,
      resulting in no beneficial conversion feature.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7. | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Financial Accounting Standards Board (FASB) has
      issued FASB ASC 740-10 (Prior authoritative literature: Financial
      Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - An
      Interpretation of FASB Statement No. 109 (FIN 48)). FASB ASC 740-10
      clarifies the accounting for uncertainty in income taxes recognized in an
      enterprise's financial statements in accordance with prior literature FASB
      Statement No. 109, Accounting for Income Taxes. This standard requires a
      company to determine whether it is more likely than not that a tax
      position will be sustained will be sustained upon examination based upon
      the technical merits of the position. If the more-likely-than- not
      threshold is met, a company must measure the tax position to determine the
      amount to recognize in the financial statements. As a result of the
      implementation of this standard, the Company performed a review of its
      material tax positions in accordance with recognition and measurement
      standards established by FASB ASC 740-10. Deferred taxes are provided on a
      liability method whereby deferred tax assets are recognized for deductible
      temporary differences and operating loss and tax credit carryforwards and
      deferred tax liabilities are recognized for taxable temporary differences.
      Temporary differences are the differences between the reported amounts of
      assets and liabilities and their tax basis. Deferred tax assets are
      reduced by a valuation allowance when, in the opinion of management, it is
      more likely than not that some portion or all of the deferred tax assets
      will not be realized. Deferred tax assets and liabilities are adjusted for
      the effects of changes in tax laws and rates on the date of
    enactment.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Deferred tax assets and the valuation account are as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| |                                 |   | For the Years Ended |  
| | ------------------------------- | - | ------------------- | -
| |                                 |   | December 31,        |  
| |                                 |   | 2010                |  
| | Deferred tax asset:             |   |                     |  
| | Net operating loss carryforward | $ | 125,669             |  
| | Valuation allowance             |   | (125,669            | )
| |                                 | $ | -                   |  

The components of income tax expense
are as follows:

| |                                      |   | For the Years Ended |  
| | ------------------------------------ | - | ------------------- | -
| |                                      |   | December 31,        |  
| |                                      |   | 2010                |  
| |                                      |   |                     |  
| | Current federal tax                  | $ | -                   |  
| | Current state tax                    |   | -                   |  
| | Change in non-operating loss benefit |   | (74,000             | )
| | Change in valuation allowance        |   | 74,000              |  
| |                                      | $ | -                   |  

The Company has adopted FASB ASC 740-10
to account for income taxes. The Company currently has no issues creating timing
differences that would mandate deferred tax expense. Net operating losses would
create possible tax assets in future years. Due to the uncertainty of the
utilization of net operating loss carry forwards, an evaluation allowance has
been made to the extent of any tax benefit that net operating losses may
generate. A

26

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|7. | INCOME TAXES (Contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | provision for income taxes has not been made due to net
      operating loss carry-forwards of $125,669 and $47,857 as of December 31,
      2010 and 2009, respectively, which may be offset against future taxable
      income through 2030. No tax benefit has been reported in the financial
      statements.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|8. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | During the year ended December 31, 2010, the Company was
      charged $108,000 (December 31, 2009  55,500) management fees by a Company
      owned by the President and CEO of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | As of December 31, 2010, $30,000 was prepaid to SL
      Systems per the Exclusive License Agreement for the usage of patents and
      intellectual property (see Note 9). As of April 28, 2011, the CEO of the
      Company surrendered his shares in the Secure Luggage System. As a result,
      Secure Luggage Systems is no longer a related party effective April 28,
      2011.                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The President and CEO of the Company, as well as a
      company controlled by him, advanced funds to the Company for operating
      expenses and management fees. The advanced amounts are $51,548 and $24,937
      for the years ended December 31, 2010 and 2009, respectively. The amounts
      due to related parties are unsecured, non- interest bearing and have no
      specific terms of repayment.                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company received short term shareholder loans of
      $5,000, $5,000 and $5,000 on December 29, 2009, February 9, 2010, and
      April 27, 2010, respectively, from the President and CEO of the Company
      for operations. These loans are unsecured, non-interest bearing and are
      due on demand. The Company determined to impute 8% interest from the
      receiving date of the loans, which are based on the financing cost in the
      current market. On October 1, 2010, the Company paid back $15,000 of the
      short term shareholder loans in full on demand to the President and CEO of
      the Company. As of December 31, 2010 and 2009, the Company imputed loan
      interest of $729 and $nil, respectively.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | See Note 6 and 9.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company paid $12,260 consulting fees to CFO of the
      Company for the year ended December 31, 2010 (2009-$6,260).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Related party transactions are in the normal course of
      operations, occurring on terms and conditions that are similar to those of
      transactions with unrelated parties and, therefore, are measured at the
      exchange amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9. | COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Office Lease Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | On December 4, 2008, the Company has entered into a
      virtual office lease agreement with a third-party at a cost of $225 plus
      expenses occurred per month expiring July 31, 2009. Per the lease
      agreement, the lease will be automatically extended without 90 days
      advanced notice. As of December 31, 2010, the lease has been extended to
      July 31, 2011.                                                                                                                                                                                                                                                                                                                                                            

27

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|9. | COMMITMENTS (Contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Consulting Service Agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company entered into a consulting services agreement
      with Mr. James Westmacott, the principal of Air Consult Associates, an
      unrelated Washington Company on June 29, 2009, effective from July 1, 2009
      on a recurring basis of one year intervals for a continuous period until
      terminated by either party. The agreement was later amended on November
      17, 2009. Per the amended agreement, The Company agreed to issue 25,000
      shares of common stock valued at $0.10 per share or $2,500 as a signing
      bonus. The Company also agreed to make $300 per diem for services
      rendered, not to exceed a total payment of $1,500 per month, payable in
      advance from commencement date through to the end of the month in which
      date the Company achieves a listing for trading in the Companys shares on
      a United States Public Market. The Company agreed to pay a per diem of
      $300 for services rendered, not to exceed a total payment of $5,000 per
      month from the 1stday of the month following receipt of a
      listing for trading in the Companys shares on a United States Public
      Market. The Company agreed to pay $375 per diem for services rendered from
      the 1stday of the month following the commissioning of the
      first bag/cargo security and protection system under contract, not to
      exceed a total payment of $8,250 per month. Upon completion of the listing
      of Companys stock, the Company agreed to provide additional monthly
      payments of 4,000 common shares and be issued on a quarterly basis
      consistent with the Companys quarterly reporting and filings. The monthly
      payment of shares shall cease and any shares accrued will be issued and
      reported in the next quarterly filings in the event of cancellation of the
      agreement.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | As of December 31, 2009, the Company issued 25,000 shares
      of common stock valued at $2,500. For the year ended December 31, 2010,
      the Company incurred consulting service fees of $18,000 (2009 - $11,500),
      out of which $1,500 was outstanding as of December 31, 2010 (2009 -
      $Nil).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Consulting Service Agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company entered into a consulting services agreement
      with Mr. Warren Turner, the principal of TurnerKey Consulting, an
      unrelated Alberta company on August 24, 2009, effective from the date of
      signing the agreement, on a recurring basis of one year intervals for a
      continuous period until terminated by either party. The consultant shall
      undertake research of similar technologies and consider as relevant to the
      business development, manufacturing and marketing of the Companys
      products, consistent with the business plan of the Company and as directed
      by the Company. The Company agreed to make payment of $300 per diem for
      services rendered, not to exceed a total payment of $750 as a total
      payment from period beginning August 24, 2009 through to August 31, 2009.
      The Company also agreed to make payment for services rendered at $300 per
      diem, not to exceed a total payment of $1,500 per calendar month for the
      duration of the agreement. On May 10, 2010, the consulting services
      agreement with Mr. Warrant Turner, TurnerKey Consulting has been
      cancelled. For the year ended December 31, 2010, the Company paid a total
      of $Nil (2009 - $750) to Mr. Warren Turner, Turnerkey
Consulting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Consultant Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On December 22, 2009 the Company entered into a
      consultant agreement with Moody Capital, LLC and its affiliate Moody
      Capital Solutions, Inc. (Moody collectively), a broker dealer registered
      with the Securities and Exchange Commission (SEC) and a member in good
      standing of the Financial Industry Regulatory Authority, Inc. (FINRA),
      to serve as a consultant to the Company in assisting the Company in
      attaining a US OTC Bulletin Board listing. In connection with the services
      to be provided, upon execution of the agreement, the Company shall pay
      Moody $3,500 (paid) and upon receipt of the FINRA letter authorizing the
      US OTCBB listing of the Company, the Company shall pay the sum of $3,500
      and 45,000 shares of restricted common stock of the Company. As of
      December 31, 2010, the Company has received the authorization letter from
      FINRA and accrued $3,500 payable to Moody and 45,000 shares to be
      issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

28

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|9.  | COMMITMENTS (Contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Transfer Agent Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On June 28, 2010, the Company entered into a transfer
      agent agreement with Island Stock Transfer (the Agent) to appoint them
      as its transfer agent, warrant agent, and registrar for the common stock
      of the Company. The Company paid $3,750 as of the date of this agreement
      and another $3,750 will be set up as payable once account is activated
      upon receipt of the FINRA letter authorizing the US OTCBB listing of the
      Company, which provides for all account set-up services effective for 12
      months from the date of this agreement. The Company shall pay additional
      $200 monthly service fees once the account is activated. As of December
      31, 2010, the Company received the authorization letter from FINRA and had
      $3,750 commitment outstanding for fully active the account, which was
      subsequently paid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Termination of Previous Transfer Agent
      Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The activation of the Companys transfer agent agreement
      with Island Stock Transfer activated termination of the Companys previous
      transfer agent agreement with Pacific Stock Transfer Company (the
      Companys previous transfer agent), which specifies a termination fee of
      $2,500 being due and payable immediately upon termination of the agreement
      with Pacific Stock Transfer Company. As of December 31, 2010, the Company
      accrued the termination fee of $2,500 and paid off in February
  2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Exclusive License Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On November 7, 2010, the Company entered into Exclusive
      License Agreement with SL Systems for a five- year term from signing date
      of this agreement. The Licensor agreed to appoint the Company as the
      representative of the baggage wrapping systems (the Wrapping Systems)
      developed by SL Systems and protected by US Patent #5,890,345 and Canadian
      Patent #CA 2, 162,637, for the marketing rights and manufacturing rights
      of the Wrapping Systems. The Company is subject to a royalty fee of ten
      percent (10%) of gross revenue and additional 10% of manufacturing cost.
      Per the agreement, the Company agreed to pay $500,000 in total including
      $30,000 in cash and 1,175,000 common shares of the Company, at the higher
      value of $0.40 per share or the market closing price per share, as of the
      closing date of this Agreement. The payment of the shares shall be under
      Regulation S of the Securities Act and are restricted for one (1) year
      from date of issue or until such securities are cleared by registration
      statement filed with the SEC. The Company also grants piggy back
      registration rights on 600,000 shares of the total 1,175,000 restricted
      common shares. This Agreement shall automatically be deemed extended for
      an additional five (5) year term upon expiry of the first five (5) year
      term, as long as the Company is not in default and successive terms upon
      mutual agreement by both parties. On November 7, 2010, the Company prepaid
      $30,000 in cash to SL Systems. As of February 28, 2011, the Company has
      issued 1,175,000 shares of the Companys common shares. The Company has
      fulfilled the obligations for acquisition of the license right.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On February 14, 2011, the Company entered into a service
      agreement with Chenergy Service Inc. (the Chenergy), a company organized
      under the laws of the Province of British Columbia, effective January 1,
      2011. Chenergy is a consulting company controlled by the chief financial
      officer of the Company. The Company agreed to pay Chenergy $1,500 per
      month for accounting services and $4,000 for management services, of which
      $2,000 is paid by cash and 10,000 common shares to be issued at $0.20 per
      share. Totaling 120,000 shares over twelve months period from January 1,
      2011 through December 31, 2011 for a total value of US$24,000 were issued
      on February 28, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On February 28, 2011, the Company entered into a service
      agreement with Internet-IR Services Inc. (the Internet-IR), a company
      organized under the laws of the State of Nevada, effective January 1,
      2011. The Company agreed to pay Internet-IR $4,000 per month for corporate
      development and acquisition services and of which $2,000 is paid by cash
      and 10,000 common shares to be issued at $0.20 per share or $2,000.
      Totaling 120,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

29

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|10. | SUBSEQUENT EVENTS (Contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | shares over twelve month period from January 1, 2011
      through December 31, 2011 for a total value of US$24,000 were issued on
      February 28, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The Company entered into a consulting service agreement
      with Mr. James Westmacott (consultant), the principal of Air Consult
      Associates, an unrelated Washington Company on February 28, 2011,
      effective January 1, 2011. The Company agreed to pay the consultant $4,000
      per month for corporate development and acquisition services and of which
      $2,000 is paid by cash and 10,000 common shares to be issued at $0.20 per
      share or $2,000. Totaling 120,000 shares over twelve month period from
      January 1, 2011 through December 31, 2011 for a total value of US$24,000
      were issued on February 28, 2011.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | On February 28, 2011, the Company issued 1,155,000 shares
      of the common stock of the company at $0.20 per share for the $226,000
      share subscription received in September 2010 and $5,000 received in
      2009.                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | On February 28, 2011, the Company issued 1,175,000 shares
      of the common stock of the company for the license use right valued at
      $0.20 per share or $235,000. The Company also issued 45,000 shares at 0.20
      per share or $9,000 for service received in prior year in respect of going
      public.                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | On February 28, 2011 the Company issued 235,000 shares of
      the common stock of the company for cash valued at $0.20 per share or
      $47,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | On February 28, 2011, the Company issued 200,000 shares
      of the common stock of the company for cash valued at $0.20 per share or
      $40,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | On April 4, 2011, holders of a majority of the shares of
      common stock acted by written consent in lieu of a special meeting of
      shareholders to adopt and approve an amendment to the Certificate of
      Incorporation to increase the number of authorized common stock from
      25,000,000 to 100,000,000 with a par value of $0.001 per common share and
      creation of 20,000,000 shares of preferred stock with a par value of
      $0.001. The effective date of the amendment is April 5, 2011. Such
      amendment is retrospectively reflected in the financial
  statements.                                                       

See Note 9.

30

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|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
      ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------------

As reported in our Report on Form 8-K, on August 10, 2010, our
former auditing firm Chisholm, Bierwolf, Nilson & Morrill, LLC resigned as
our independent registered public account firm and we engaged Chang Lee LLP
("Chang") as our new independent public registered accounting firm.

On April 21, 2011 the Public Company Accounting Oversight Board
(PCAOB) revoked the registration of Chisholm, Bierwolf, Nilson & Morrill,
LLC. The PCAOB stated that the revocation was based upon Chisholm, Bierwolf,
Nilson & Morrill, LLC and certain firm members violations of PCAOB rules,
quality control standards and auditing standards in connection with the audits
of three issuer clients between 2006 and 2007 and two issuer clients between
2007 and 2008. Accordingly, the Company may not include the audit reports or
consents of Chisholm, Bierwolf, Nilson & Morrill, LLC in our filings with
the Securities and Exchange Commission. As a result, our current auditor, Chang Lee LLP, withdrew their auditors’ report on February 16, 2011, reaudited the financial statements as of December 31, 2009, and reissued the auditors’ report on May 13, 2011 for the financial statements as of December 31, 2010 and 2009.

There were no disagreements with our accountants related to
accounting principles or practices, financial statement disclosure, internal
controls or auditing scope or procedure during the two fiscal years and
subsequent interim periods.

ITEM
9A.          
    CONTROLS AND PROCEDURES

Managements Report on Disclosure Controls and
Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president and
chief executive officer (also our principal executive officer) and our chief
financial officer (also our principal financial and accounting officer) to allow
for timely decisions regarding required disclosure.

As of December 31, 2010, the end of our fiscal year covered by
this report, we carried out an evaluation, under the supervision and with the
participation of our president and chief executive officer (also our principal
executive officer) and our chief financial officer (also our principal financial
and accounting officer), of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our president and
chief executive officer (also our principal executive officer) and our chief
financial officer (also our principal financial and accounting officer)
concluded that our disclosure controls and procedures were effective as of the
end of the period covered by this annual report.

Managements Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Responsibility, estimates
and judgments by management are required to assess the expected benefits and
related costs of control procedures. The objectives of internal control include
providing management with reasonable, but not absolute, assurance that assets
are safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with managements authorization and
recorded properly to permit the preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United
States.

Our management assessed the effectiveness of our internal
control over financial reporting as of December 31, 2010. In making this
assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of our company in Internal Control-Integrated
Framework. Our management has concluded that, as of December 31, 2010, our
internal control over financial reporting is not effective.

Management has identified the following deficiencies that, when
aggregated, may possibly be viewed as a material weakness in our internal
control over financial reporting as of December 31, 2010:

31

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1.          
We do not have an Audit Committee - While not being legally obligated to have an
audit committee, it is our management's view that such a committee, including a
financial expert member, is an utmost important entity level control over our
financial statements. To date we have not established an audit committee.

2.         
 Insufficient documentation of financial statement preparation and review
procedures - We employ policies and procedures in reconciliation of the
financial statements and the financial information based on which the financial
statements are prepared. Notwithstanding, the controls and policies we employ
are not sufficiently documented.

3.          
We did not maintain proper segregation of duties for the preparation of our
financial statements - As of December 31, 2010 the majority of the preparation
of financial statements was carried out by one person. Additionally, we
currently only have one officer/director having oversight on all transactions.
This has resulted in several deficiencies including:

a.     
Significant, non-standard journal entries were prepared and approved by the same
person, without being checked or approved by any other personnel.

b.      Lack
of control over preparation of financial statements, and proper application of
accounting policies.

4.          
We lack sufficient information technology controls and procedures - As of
December 31, 2010, we lacked a proper data back up procedure, and while backup
did take place in actuality, we believe that it was not regulated by methodical
and consistent activities and monitoring.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the
financial reporting process and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial
Reporting

There have been no changes in our internal controls over
financial reporting that occurred during the year ended December 31, 2010 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

ITEM
9B.          
    OTHER INFORMATION

None.

PART III

ITEM
10.         
     DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

All directors of our Company hold office until the next annual
meeting of the security holders or until their successors have been elected and
qualified. The officers of our Company are appointed by our board of directors
and hold office until their death, resignation or removal from office. Our
directors and executive officers, their ages, positions held, and duration as
such, are as follows:

32

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Name
      Position Held with our
      Company
      Age
      Date First Elected Or
      AppointedDonald G. Bauer
    President, Chairman, Chief
      Executive Officer and Director
    61
    December 8, 2008Cherry Cai
    Chief Financial Officer
    45
    February 14, 2011Jack Kraus
    Treasurer, Secretary and
      Director
    57
    September 8, 2009


Business Experience

The following is a brief account of the education and business
experience of each director and executive officer during the past five years,
indicating each person's principal occupation during the period, and the name
and principal business of the organization by which he was employed.

Donald G. Bauer, President, Chairman, Chief Executive
Officer and Director

Donald G. Bauer is the founder of our company and is
responsible for the development of our business. Additionally, Mr. Bauer has
contributed his time, effort, and funds to our company, to enable our company to
commence operations. During the period beginning September 1994, until April
2009, Mr. Bauer was the President, a director, and a shareholder of Secure
Luggage Systems Inc, an Alberta corporation, which specialized in designing and
manufacturing technology that would secure and protect assorted luggage with a
strap and wrap process. At various times during that period that Mr. Bauer was
the President of Secure Luggage Systems Inc., an Alberta corporation, that
corporation had as many as 2 to 3 employees; provided, however, at certain times
during that period that corporation had no employees. The number of persons
employed by Secure Luggage Systems Inc., an Alberta corporation, was determined
by the operations of that corporation and the need and ability to pay for
employees. Additionally, during that period, that corporation retained the
services of independent contractors to perform various services for that
corporation, as Mr. Bauer determined that it was in the best interest of that
corporation that independent contractors, rather than employees, be utilized for
those services. At various times during that period, Secure Luggage Systems
Inc., an Alberta corporation, had annual sales equal to approximately $25,000 to
$50,000; provided, however, during those years, that corporation had no
revenue.

Mr. Bauer, while the President, a director and the majority
shareholder of Secure Luggage Systems Inc., an Alberta corporation, developed a
strap and wrap process to secure and protect individual packages and pieces of
luggage. The strap and wrap process is a combination of two processes; first,
one or more straps is wrapped around the circumference of the luggage and,
second, shrink to fit plastic film is wrapped around that luggage. While with
Secure Luggage Systems, Inc., an Alberta corporation, Mr. Bauer worked with
various personnel, consultants, service technicians and manufacturers to develop
various mechanical components into a system and create the programming necessary
to operate that system in an efficient manner. The system was designed to
incorporate various technologies, including weighing and measuring each piece of
luggage or package processed.

Mr. Bauer spent the majority of his first 25 years in business
as owner operator of a number of companies in the domestic and international oil
field service sector. Mr. Bauer has been involved as a founding member of the
Petroleum Service Association of Canada and a founding member of the Alberta
Manufacturers Association, now the Canadian Manufacturers Association.

Cherry Cai, Chief Financial Officer

Ms. Cai has a Master Degree of Financial Accounting and a
Bachelor Degree in Economics (Beijing, China) and has worked as CFO of Armadillo
Resources Ltd. and as CFO of Hendrx Corp., both based in Vancouver, British
Columbia. Armadillo is a mining exploration and development Company with
properties in British Columbia and Hendrx is engaged in the research and
development, manufacture, marketing and world-wide distribution of water
generation, filtration, ionization, desalinization, and purification devices.

33

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Among some of the areas of experience, Ms. Cai brings expertise
in financial & strategic planning, operational & risk management,
regulatory compliance reporting, business expansion, start-up operations,
financial modeling, program development, corporate financing, and corporate
governance/internal controls.

Jack Kraus, Treasurer, Secretary and Director

Jack Kraus is a retired police officer with more than 34 years
of service with the Edmonton Police Service. During his career in law
enforcement, Mr. Kraus served at an international airport, where he worked with
Customs and Immigration officials for the United States and Canada, the Royal
Canadian Mounted Police, and INTERPOL relating to criminal activity and the
movement of international persons of interest.

Mr. Kraus has served with the United Nations Peace Corp. in
Kosovo during 2002 and 2003. In that regard, Mr. Kraus founded a charity to
distribute aid packages throughout the worst areas of Kosovo. Mr. Kraus
continues to be involved in his community and is a founding member of an
addiction intervention program.

Mr. Kraus serves our company on an as needed, part-time
basis.

Family Relationships

There are no family relationships between any of our directors,
executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control
persons has been involved in any of the following events during the past five
years:

1.      A petition under the Federal
bankruptcy laws or any state insolvency law was filed by or against, or a
receiver, fiscal agent or similar officer was appointed by a court for the
business or property of such person, or any partnership in which he was a
general partner at or within two years before the time of such filing, or any
corporation or business association of which he was an executive officer at or
within two years before the time of such filing;

2.      Such person was convicted in a
criminal proceeding or is a named subject of a pending criminal proceeding
(excluding traffic violations and other minor offenses);

3.      Such person was the subject of any
order, judgment, or decree, not subsequently reversed, suspended or vacated, of
any court of competent jurisdiction, permanently or temporarily enjoining him
from, or otherwise limiting, the following activities:

| | i.   | Acting as a futures commission merchant, introducing
      broker, commodity trading advisor, commodity pool operator, floor broker,
      leverage transaction merchant, any other person regulated by the Commodity
      Futures Trading Commission, or an associated person of any of the
      foregoing, or as an investment adviser, underwriter, broker or dealer in
      securities, or as an affiliated person, director or employee of any
      investment company, bank, savings and loan association or insurance
      company, or engaging in or continuing any conduct or practice in
      connection with such activity
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ii.  | Engaging in any type of business practice; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | iii. | Engaging in any activity in connection with the purchase
      or sale of any security or commodity or in connection with any violation
      of Federal or State securities laws or Federal commodities
  laws;                                                                                                                                                                                                                                                                                                                                                                                                                           

4.      Such person was the subject of
any order, judgment or decree, not subsequently reversed, suspended or vacated,
of any Federal or State authority barring, suspending or otherwise limiting for
more than 60 days the right of such person to engage in any activity described
in paragraph (f)(3)(i) of this section, or to be associated with persons engaged
in any such activity;

34

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5.      Such person was found by a
court of competent jurisdiction in a civil action or by the Commission to have
violated any Federal or State securities law, and the judgment in such civil
action or finding by the Commission has not been subsequently reversed,
suspended, or vacated;

6.      Such person was found by a
court of competent jurisdiction in a civil action or by the Commodity Futures
Trading Commission to have violated any Federal commodities law, and the
judgment in such civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or vacated;

7.      Such person was 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                                                                                                                                                                                                            

8.      Such person was 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 Exchange Act (15 U.S.C. 78c(a)(26), any registered entity (as defined in
Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29), or any
equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Securities Exchange
Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires
our executive officers and directors and persons who own more than 10% of our
common stock to file with the Securities and Exchange Commission initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership of our common stock and other equity
securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and
greater than 10% shareholders are required by the SEC regulations to furnish us
with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that during fiscal year ended December 31, 2010, all filing requirements
applicable to our officers, directors and greater than 10% percent beneficial
owners were complied with.

Board and Committee Meetings

Our board of directors held no formal meetings during the year
ended December 31, 2010. All proceedings of the board of directors were
conducted by resolutions consented to in writing by all the directors and filed
with the minutes of the proceedings of the directors. Such resolutions consented
to in writing by the directors entitled to vote on that resolution at a meeting
of the directors are, according to Delaware General Corporate Law and our
Bylaws, as valid and effective as if they had been passed at a meeting of the
directors duly called and held.

Nomination Process

As of December 31, 2010, we did not effect any material changes
to the procedures by which our shareholders may recommend nominees to our board
of directors. Our board of directors does not have a policy with regards to the
consideration of any director candidates recommended by our shareholders. Our
board of directors has determined that it is in the best position to evaluate
our Companys requirements as well as the qualifications of each candidate when
the board considers a nominee for a position on our board of directors. If
shareholders wish to recommend candidates directly to our board, they may do so
by sending communications to the president of our Company at the address on the
cover of this annual report.

35

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Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a
member of its audit committee that qualifies as an "audit committee financial
expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent"
as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities
Exchange Act of 1934, as amended.

We believe that the members of our board of directors are
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. We
believe that retaining an independent director who would qualify as an "audit
committee financial expert" would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and the
fact that we have not generated any material revenues to date. In
addition, we currently do not have nominating, compensation or audit committees
or committees performing similar functions nor do we have a written nominating,
compensation or audit committee charter. Our board of directors does not believe
that it is necessary to have such committees because it believes the functions
of such committees can be adequately performed by our board of directors.

Code of Ethics

We have not adopted a code of ethics for our principal
executive and financial officers for 2010. Our board of directors has revisited
this issue in 2011 and determined for adoption of a code of ethics is
appropriate during 2011 and appointed a new chief financial officer on February
14, 2011. In the meantime, our management intends to promote honest and ethical
conduct, full and fair disclosure in our reports to the SEC, and compliance with
applicable governmental laws and regulations.

Committees

We do not have a standing nominating committee for directors,
nor do we have an audit committee with an audit committee financial expert
serving on that committee. Our entire board of directors acts as our nominating
and audit committee.

ITEM
11.         
     EXECUTIVE COMPENSATION

The particulars of the compensation paid to the following
persons:

- our principal executive officer;
- each of our two most highly compensated executive officers who were serving
  as executive officers at the end of the years ended December 31, 2010 and
  2009; and
- 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 the end of the years ended December 31, 2010 and 2009,

who we will collectively refer to as the named executive
officers of our company, are set out in the following summary compensation
table, except that no disclosure is provided for any named executive officer,
other than our principal executive officers, whose total compensation did exceed
$100,000 for the respective fiscal year:

The following table shows the compensation paid to our
principal executive officers for the past two fiscal years ended December 31,
2010 and 2009.

36

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Name and
      Principal Position
      Year
      Salary ($)
      Bonus ($)
      Stock Awards
      ($)
      Option Awards
      ($)
      Non-Equity Incentive
      Plan Compensation ($)
      Nonqualified Deferred
      Compensation Earnings ($)
      All Other
      Compensation ($)
      Total ($)Donald G. Bauer President and
      Chief Executive Officer
    2010 2009
    -0- -0-
    -0- -0-
    -0- 7,500(1)
    -0- -0-
    -0- -0-
    -0- -0-
    108,000(4)55,500(5)
    108,000 63,000Jack Kraus Secretary, Treasurer
    2010 2009
    -0- -0-
    -0- -0-
    -0- 10,000(2)(3)
    -0- -0-
    -0- -0-
    -0- -0-
    -0- -0-
    -0- 10,000Cherry Cai Chief Financial Officer
    2010 2009
    -0- -0-
    -0- -0-
    -0- -0-
    -0- -0-
    -0- -0-
    -0- -0-
    12,260(6)6,260(7)
    12,260 6,260


(1) 7,500,000 shares of our common stock, valued at $.001 per
share (2) 100,000 shares of our common stock, valued at $0.10 per share
(3) One time compensation (4)(5) Payment for the management fees to
Doane Investments Inc., a company owned by our President and CEO. (6)(7)
Hourly consulting fees charged to our company by our Chief Financial Officer.

Stock Option Plan

Currently, we do not have a stock option plan in favour of any
director, officer, consultant or employee of our company.

Stock Options/SAR Grants

During our fiscal year ended December 31, 2010 there were no
options granted to our named officers or directors.

Outstanding Equity Awards at Fiscal Year End

No equity awards were outstanding as of the year ended December
31, 2010.

Option Exercises

During our Fiscal year ended December 31, 2010 there were no
  options exercised by our named officers.

Compensation of Directors

We do not have any agreements for compensating our directors
for their services in their capacity as directors, although such directors are
expected in the future to receive stock options to purchase shares of our common
stock as awarded by our board of directors.

We have determined that none of our directors are independent
directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the
Securities Exchange Act of 1934, as amended, and as defined by Rule
4200(a)(15) of the NASDAQ Marketplace Rules.

37

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Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. We have no
material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to our directors or executive officers, except
that stock options may be granted at the discretion of the board of directors or
a committee thereof.

Indebtedness of Directors, Senior Officers, Executive
Officers and Other Management

None of our directors or executive officers or any associate or
affiliate of our company during the last two fiscal years, is or has been
indebted to our company by way of guarantee, support agreement, letter of credit
or other similar agreement or understanding currently outstanding.

Compensation Committee Interlocks and Insider Participation

During 2010, we did not have a compensation committee or
another committee of the board of directors performing equivalent functions.
Instead the entire board of directors performed the function of compensation
committee. Our board of directors approved the executive compensation, however,
there were no deliberations relating to executive officer compensation during
2010.

Compensation Committee Report

None.

Family Relationships

There are no family relationships between any of our directors,
executive officers or directors.

|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------------

The following table sets forth the beneficial ownership of our
outstanding common stock by each person or group known by us to own beneficially
5% or more of our voting stock and ownership of our management. Beneficial
ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to securities. Except as
indicated by footnote, the persons named in the table below have sole voting
power and investment power with respect to all shares of common stock shown as
beneficially owned by them. The percentage of beneficial ownership is based on
 20,647,000  shares of common stock outstanding as of May 16,  2011.

Name and Address of Beneficial Owner
      Title of Class
      Amount and Nature of Beneficial Ownership
      Percentage of Class(1)Donald G. Bauer 
        Edmonton, Alberta
      Common
      15,685,000
      75.96%Jack Kraus 
        Luxembourg
      Common
      100,000
      0.48%Cherry Cai 
        Vancouver, British Columbia
      Common
      120,000
      0.58%Directors and Officers as a group
      Common
      15,905,000
      77.02%


38

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| | (1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares).In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided .In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights. As a result, the percentage of outstanding shares of any person as
      shown in this table does not necessarily reflect the persons actual
      ownership or voting power with respect to the number of shares of common
      stock actually outstanding on May 16, 2011. As of May 16, 2011, there were
      20,647,000 shares of our companys common stock issued and
outstanding.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change in control of our
Company.

ITEM
13.           
   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

Related Transactions

Except as disclosed herein, no director, executive officer,
shareholder holding at least 5% of shares of our common stock, or any family
member thereof, had any material interest, direct or indirect, in any
transaction, or proposed transaction since the year ended December 31, 2010, in
which the amount involved in the transaction exceeded or exceeds the lesser of
$120,000 or one percent of the average of our total assets at the year-end for
the last three completed fiscal years.

During the year ended December 31, 2010, our company was
charged $108,000 (December 31, 2009  55,500) management fees by a company owned
by our President and CEO.

Included in the prepaid, $30,000 was an advance to a company,
which our President and CEO is the minority shareholder, for the Exclusive
License Agreement for the usage of patents and intellectual property.

The President and CEO of the Company, as well as a company
controlled by him, advanced funds to the Company for operating expenses and
management fees. The advanced amounts are $51,548 and $24,937 for the years
ended December 31, 2010 and 2009, respectively. The amounts due to related
parties are unsecured, non-interest bearing and have no specific terms of
repayment.

Our company received short term shareholder loans of $5,000,
$5,000 and $5,000 on December 29, 2009, February 9, 2010, and April 27, 2010,
respectively from our President and CEO for operations. These loans are
unsecured, non-interest bearing and are due on demand. Our company determined to
impute 8% interest from the receiving date of the loans, which are based on the
financing cost in the current market. On October 1, 2010, our company paid back
$15,000 of the short term shareholder loans in full on demand to our President
and CEO. As of December 31, 2010 and 2009, our company imputed loan interest of
$729 and $0, respectively.

Our company paid $12,260 consulting fees to CFO of our company
for the year ended December 31, 2010 (2009-$6,260).

On November 7, 2010, our company entered into an Exclusive
License Agreement with SL Systems for a five-year term from signing date of this
agreement, which our President and CEO owns 35.4% . As of April 28, 2011, our
President and CEO surrendered his shares in SL Systems.

39

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Subsequent to the year end, on February 14, 2011, our company
entered into a service agreement with Chenergy Service Inc., a consulting
company controlled by our chief financial officer. Our company agreed to pay
Chenergy $1,500 per month for accounting services and $4,000 for management
services, of which $2,000 is paid by cash and 10,000 common shares to be issued
at $0.20 per share. Totaling 120,000 shares over twelve months period from
January 1, 2011 through December 31, 2011 for a total value of US$24,000 shall
be issued in the entirely no later than February 28, 2011.

Director Independence

We currently act with two directors, consisting of Donald G.
Bauer and Jack Kraus. We have determined that our directors are not "independent
directors" as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating
committee, but our entire board of directors acts in such capacities. We believe
that our members of our board of directors are capable of analyzing and
evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The board of directors of our company does
not believe that it is necessary to have an audit committee because we believe
that the functions of an audit committee can be adequately performed by the
board of directors. In addition, we believe that retaining an independent
director who would qualify as an "audit committee financial expert" would be
overly costly and burdensome and is not warranted in our circumstances given the
early stages of our development.

ITEM
14.              
PRINCIPAL ACCOUNTING FEES AND SERVICES

Auditor Fees

The following table presents the aggregate fees billed for the
past two years by our independent registered public accounting firm, Chisholm,
Bierwolf, Nilson & Morrill, LLC, Certified Public Accountants and Chang Lee
LLP Certified Chartered Accountants, in connection with the audit of our
financial statements and other professional services rendered by that accounting
firm.

|                   |   | 2010   |  |   | 2009  | 
|------------------ | - | ------ |  | - | ----- | 
|                   |   |        |  |   |       | 
|Audit fees         | $ | 19,488 |  | $ | 8,825 | 
|                   |   |        |  |   |       | 
|Audit-related fees |   | -      |  |   | -     | 
|                   |   |        |  |   |       | 
|Tax fees           |   | -      |  |   | -     | 
|                   |   |        |  |   |       | 
|All other fees     | $ | -      |  | $ | -     | 

Audit fees represent the professional services rendered for the
audit of our annual financial statements and the accounting firm review of our
financial statements included in quarterly reports, along with services normally
provided by the firm in connection with statutory and regulatory filings or
engagements. Audit-related fees represent professional services rendered for
assurance and related services by the accounting firm that are reasonably
related to the performance of the audit or review of our financial statements
that are not reported under audit fees.

Tax fees represent professional services rendered by the
accounting firm for tax compliance, tax advice, and tax planning. All other fees
represent fees billed for products and services provided by the accounting firm,
other than the services reported for the other categories.

Pre-approval Policies

We do not have a standing audit committee currently serving and
as a result our board of directors performs the duties of an audit committee.
Our board of directors will evaluate and approve in advance, the scope and cost
of the engagement of an accounting firm before the accounting firm renders audit
and non-audit services. We do not rely on pre-approval policies and procedures.

40

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PART IV

ITEM 15.        
     EXHIBITS, FINANCIAL STATEMENT SCHEDULES

|Exhibit |                                                                                                                                                                                                                        
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                        
|(3)     | Articles of
      Incorporation and By-laws                                                                                                                                                                            
|        |                                                                                                                                                                                                                        
|3.1     | Certificate of
      Incorporation (incorporated by reference from our Registration Statement
      on Form S-1 filed on October 16, 2009)                                                                             
|        |                                                                                                                                                                                                                        
|3.2     | Bylaws (incorporated
      by reference from our Registration Statement on Form S-1 filed on October
      16, 2009)                                                                                                   
|        |                                                                                                                                                                                                                        
|3.3     | Certificate of
      Amendment (incorporated by reference from our Current Report on Form 8-K
      filed on April 5, 2011)                                                                                            
|        |                                                                                                                                                                                                                        
|(10)    | Material Contracts                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                        
|10.1    | Agency Fee Agreement
      with AMF Services Inc. (incorporated by reference from our Registration
      Statement on Form S-1 filed on October 16, 2009)                                                              
|        |                                                                                                                                                                                                                        
|10.2    | Turner Key Consulting
      Agreement (incorporated by reference from our Registration Statement on
      Form S-1 filed on October 16, 2009)                                                                          
|        |                                                                                                                                                                                                                        
|10.3    | Air Consult Associates
      Agreement dated June 29, 2009 (incorporated by reference from our Registration
      Statement on Form S-1 filed on October 16, 2009)                                                     
|        |                                                                                                                                                                                                                        
|10.4    | Air Consult Associates
      Agreement dated November 17, 2009 (incorporated by reference from our
      Registration Statement on Form S-1/A filed on January 8, 2010)                                                
|        |                                                                                                                                                                                                                        
|10.5    | Consulting Agreement
      with Moody Capital, LLC and Moody Capital Solutions Inc. dated December
      22, 2009 (incorporated by reference from our Registration Statement on
      Form S-1 filed on April 14, 2010)
|        |                                                                                                                                                                                                                        
|10.6    | Exclusive License
      Agreement dated November 7, 2010 (incorporated by reference from our Registration
      Statement on Form 8-K filed on November 15, 2010)                                                      
|        |                                                                                                                                                                                                                        
|10.7    | Agreement with
      Chenergy Service Inc. dated February 14, 2011 (incorporated by reference
      from our Registration Statement on Form 8-K filed on February 17, 2011)                                            
|        |                                                                                                                                                                                                                        
|10.8    | 2011 Stock option
      plan dated March 31, 2011 (incorporated by reference from our Current
      Report on Form 8-K filed on April 6, 2011)                                                                         
|        |                                                                                                                                                                                                                        
|10.9    | Form of Stock
      Option Agreement (incorporated by reference from our Current Report on
      Form 8-K filed on April 6, 2011)                                                                                      
|        |                                                                                                                                                                                                                        
|(31)    | Section 302
      Certification                                                                                                                                                                                        
|        |                                                                                                                                                                                                                        
|31.1*   | Section
      302 Certification of Chief Executive Officer.                                                                                                                                                            
|        |                                                                                                                                                                                                                        
|31.2*   | Section
      302 Certification of Chief Financial Officer.                                                                                                                                                            
|        |                                                                                                                                                                                                                        
|(32)    | Section 906
      Certification                                                                                                                                                                                        
|        |                                                                                                                                                                                                                        
|32.1*   | Section
      906 Certification of Chief Executive Officer.                                                                                                                                                            
|        |                                                                                                                                                                                                                        
|32.2*   | Section
      906 Certification of Chief Financial Officer.                                                                                                                                                            

41

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|                     | SECURE LUGGAGE SOLUTIONS INC.                  
|-------------------- | -----------------------------------------------
|                     | (Registrant)                                   
|                     |                                                
|                     |                                                
|Dated: May 16,  2011 | /s/Donald G. Bauer                             
|                     | Donald G. Bauer                                
|                     | President, Chief Executive Officer and Director
|                     | (Principal Executive Officer,)                 
|                     |                                                
|                     |                                                
|Dated: May 16,  2011 | /s/Cherry Cai                                  
|                     | Cherry Cai                                     
|                     | Chief Financial Officer                        
|                     | (Principal Financial Officer and Principal     
|                     | Accounting Officer)                            



Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

|Dated: May 16,  2011 | /s/Donald G. Bauer                             
|-------------------- | -----------------------------------------------
|                     | Donald G. Bauer                                
|                     | President, Chief Executive Officer and Director
|                     | (Principal Executive Officer,)                 
|                     |                                                
|                     |                                                
|Dated: May 16,  2011 | /s/Jack Kraus                                  
|                     | Jack Kraus                                     
|                     | Director                                       

42

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