Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A



(Mark one)



|þ                                           | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|------------------------------------------- | ------------------------------------------------------------------------------------
|                                            |                                                                                     
|For the fiscal year ended December 31, 2016



OR



|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------
|  |                                                                                         
|  | For the transition period  to                                                           



Commission File Number: 333-198435



SOUTHEASTERN HOLDINGS, INC.

(Exact name of registrant as specified
in its charter)



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



19 Old Town Square, Suite #238, Fort
Collins, CO 80524

Mr. Paul Dickman, CEO, (303) 968-9642



Securities registered pursuant to Section 12(g)
of the Act:



|Title of each class             |  | Name of exchange on which registered
|------------------------------- |  | ------------------------------------
|Common Stock, $0.0001 par value |  | None                                



Securities registered pursuant to Section 12(g)
of the Act: All Common Stock $0.0001 par value



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



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



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



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 þ 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. þ



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



|Large accelerated filer | o                                               | Accelerated filer         | o
|----------------------- | ----------------------------------------------- | ------------------------- | -
|Non-accelerated filer   | o (Do not check if a smaller reporting company) | Smaller reporting company | þ
|Emerging growth company | þ                                               |                           |  



If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



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



The aggregate market value of the registrant’s
voting and non-voting common stock held by non-affiliates of the registrant on December 31, 2016, the last business day of the
registrant’s most recently completed fiscal quarter, determined by the lack of an active market for the Company’s common
stock, was approximately $0. This computation assumes that all executive officers, directors and persons known to the registrant
to be the beneficial owners of more than ten percent of the registrant’s common stock are affiliates of the registrant. Such
assumption should not be deemed conclusive for any other purpose.



As of January 31, 2018, there were outstanding
40,000,000 shares of our common stock, par value $0.0001 per share, 10,000,000 shares of the Company’s Class A Super Voting
preferred stock, par value $0.0001 per share, and 0 shares of the Company’s Class B Non-Voting preferred stock, par value
$0.001 per share.



Documents incorporated by reference:
None



























EXPLANATORY
NOTE





This Amendment No. 1 (the “Amendment”) to the
Annual Report on Form 10-K of Southeastern Holdings, Inc. (the “Company”) for the fiscal year ended December 31, 2016
(filed with the Securities and Exchange Commission on August 16, 2018) (the “Original Filing”) is being filed solely
to include a date of signature on the Report of Independent Registered Public Accounting Firm, which was inadvertently omitted
from the Original Filing.



Except where explicitly stated, this Amendment speaks as
of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not
modify or update in any way disclosures made in the Form 10-K.

































TABLE OF CONTENTS



|ITEM     | DESCRIPTION                                                                                                   | PAGE
|-------- | ------------------------------------------------------------------------------------------------------------- | ----
|         |                                                                                                               |     
|Part I   |                                                                                                               |     
|Item 1.  | Business                                                                                                      | 2   
|         |                                                                                                               |     
|Item 1A. | Risk Factors                                                                                                  | 5   
|         |                                                                                                               |     
|Item 1B. | Unresolved Staff Comments                                                                                     | 14  
|         |                                                                                                               |     
|Item 2.  | Description of Properties                                                                                     | 14  
|         |                                                                                                               |     
|Item 3.  | Legal Proceedings                                                                                             | 14  
|         |                                                                                                               |     
|Item 4.  | Mine Safety Disclosures                                                                                       | 14  
|         |                                                                                                               |     
|Part II  |                                                                                                               |     
|Item 5.  | Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | 15  
|         |                                                                                                               |     
|Item 6.  | Selected Financial Data                                                                                       | 15  
|         |                                                                                                               |     
|Item 7.  | Management's Discussion and Analysis of Financial Condition and Results of Operations                         | 15  
|         |                                                                                                               |     
|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk                                                    | 19  
|         |                                                                                                               |     
|Item 8.  | Financial Statements and Supplementary Data                                                                   | 19  
|         |                                                                                                               |     
|Item 9.  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                          | 41  
|         |                                                                                                               |     
|Item 9A. | Controls and Procedures                                                                                       | 41  
|         |                                                                                                               |     
|Item 9B. | Other Information                                                                                             | 42  
|         |                                                                                                               |     
|Part III |                                                                                                               |     
|Item 10. | Directors, Executive Officers and Corporate Governance                                                        | 43  
|         |                                                                                                               |     
|Item 11. | Executive Compensation                                                                                        | 44  
|         |                                                                                                               |     
|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                | 46  
|         |                                                                                                               |     
|Item 13. | Certain Relationships and Related Transactions and Director Independence                                      | 47  
|         |                                                                                                               |     
|Item 14. | Principal Accountant Fees and Services                                                                        | 47  
|         |                                                                                                               |     
|Part IV  |                                                                                                               |     
|Item 15. | Exhibits and Financial Statement Schedules                                                                    | 48  
|         |                                                                                                               |     
|         | Signatures                                                                                                    | 49  





1






FORWARD-LOOKING STATEMENTS



In addition to historical information,
some of the information presented in this Annual Report on Form 10-K contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Although Southeastern Holdings,
Inc. (“Southeastern” or the “Company”, which may also be referred to as “we”, “us”
or “our”) believes that its expectations are based on reasonable assumptions within the bounds of its knowledge of
its business and operations: there can be no assurance that actual results will not differ materially from our expectations. Such
forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those
anticipated. Cautionary statements regarding the risks, uncertainties and other factors associated with these forward-looking statements
are discussed under "Risk Factors" in this Form 10-K. You are urged to carefully consider these factors, as well as other
information contained in this Form 10-K and in our other periodic reports and documents filed with the SEC.









PART I



ITEM 1. BUSINESS



Company History and Overview



History of Southeastern Holdings, Inc.,
a Delaware corporation



Safe Lane Systems, Inc. (“Safe Lane
Systems”, “Safe Lane Systems,” “We,” “Us,” “Our,” or “Company”
hereafter), was incorporated in the State of Colorado on September 10, 2013. We were originally formed to engage in
the sale of traffic safety equipment. We may also engage in any other business permitted by law, as designated by the Board of
Directors of our Company.



The Company redomiciled to become a Delaware
Holding Corporation in September of 2016.



On September 22, 2016, the Company formed
two wholly owned subsidiaries, SLS Industrial, Inc and Southeastern Holdings, Inc. (both Delaware corporations).



On September 30, 2016, the Company merged
with SLS Industrial, Inc., which became the surviving entity. SLS Industrial, Inc. and Southeastern Holdings, Inc. then restructured
to a Delaware holdings structure, in which SLS Industrial, Inc., became a wholly owned subsidiary of Southeastern Holdings, Inc.
The Companies restructured under a plan of merger and reorganization, in which the then-outstanding 25,118,273 shares of common
stock, 10,000,000 shares of Class A Preferred Stock and 0 shares of Class B Preferred Stock would ultimately translate 1 for 1
to the same interests in Southeastern Holdings, Inc.



On December 1, 2016, the Company spun off
its wholly owned subsidiary, SLS Industrial, Inc., leaving Southeastern Holdings as the only surviving entity. Immediately prior
to the date of the spin-off, the subsidiary held fully impaired intellectual property and owed net liabilities of $527,270, comprised
of $415,000 of convertible debt, $30,178 of accrued unpaid interest on that debt and $82,092 of accounts payable pertaining to
professional fees. The Company effected the spinoff by transferring its entire equity interest in SLS Industrial, Inc. in exchange
for assuming $40,000 of the outstanding accounts payable and issuing payment of $1,000 cash to the buyer. As a result, the Company
recognized a debt extinguishment gain of $486,270 in 2016.



The Company is currently evaluating new
business opportunities. Though the company has not identified which opportunity it will pursue it is expected that it will by December
31, 2018.



Our Auditors have issued a going concern
opinion and the reasons noted for issuing the opinion are our lack of revenues, insignificant cash compared to current liabilities
and a lack of available capital. The accompanying financial statements have been prepared assuming that the Company will continue
as a going concern. However, the above conditions raise substantial doubt about the Company’s ability to do so. New business
opportunities may never emerge, and we may not be able to sufficiently fund the pursuit of new business opportunities should they
arise.



As of December 31, 2016, we had approximately
$743 in cash on hand. Our current monthly cash burn rate is approximately $0, and it is expected that burn rate will continue until
significant additional capital is raised and our marketing plan is executed. While there is currently no cash burn, our trade creditors
may call debts at any time, and our cash reserves would not be sufficient to satisfy all balances.











2






Implications of Being an Emerging Growth
Company



We qualify as an emerging growth company
as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens
that are otherwise applicable generally to public companies. These provisions include:



•A requirement
to have only two years of audited financial statements and only two years of related MD&A;



•Exemption from
the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting
under Section 404 of the Sarbanes-Oxley Act of 2002;



•Reduced disclosure
about the emerging growth company’s executive compensation arrangements; and



•No non-binding
advisory votes on executive compensation or golden parachute arrangements.



We have already taken advantage of these
reduced reporting burdens in this prospectus, which are also available to us as a smaller reporting company as defined under Rule
12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).



In addition, Section 107 of the JOBS Act
also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)2(B)
of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards.
We have elected to use the extended transition period provided above and therefore our financial statements may not be comparable
to companies that comply with public company effective dates.



We could remain an emerging growth company
for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed
$1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act,
which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business
day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible
debt during the preceding three year period.



For more details regarding this exemption,
see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting
Policies.”



COMPANY BUSINESS OVERVIEW



Our Company, originally Safe Lane Systems,
Inc., was formed to develop the marketing and contract the manufacturing of certain products resulting from development of IP in
design and manufacturing by Superior Traffic Controls, Inc. We licensed certain IP under a Master License and a Sub License to
capitalize the marketing and contract manufacturing of certain products.



After spinning off the assets and liabilities
of our traffic safety division in December 2016, we no longer possess the aforementioned intellectual property or rights thereto
and are currently pursuing new business opportunities.



Our Proposed Products:



We are currently pursuing new product and
business opportunities.



Sales and Marketing Plan



Sales Planning is a critical element to
any business. Having a proper plan in place will accomplish several objectives but the most critical in our opinion are: drive
profitable sales, avoid conflict between sales channels, and promote the activity with volume incentives. We do not currently have
a sales plan but intend to develop one tailored to future business opportunities that arise.



Marketing, brand/product awareness, and
clear value proposition are areas of great importance at this stage of the business. Once we find a new business opportunity, we
intend to implement a plan around the core externally facing elements: Brand identity (logos, color palette, design elements, tag
lines, etc.), Digital (Website, Social media like Linkedin/Facebook Pages, Twitter, Google, You Tube Channels), and Print Literature
(Corporate collateral, Product collateral, Channel Support literature, Direct Mail, etc.)



Sales Strategy



We intend to sell our products to customers
generated by the Company both internally, as well as through reputable, established distributor networks. We intend to actively
seek distributor networks, with existing clientele consistent with our target market of particular buyers/users.









3






Furthermore, foreign markets need to be
considered a high priority and distributors will be sought to market all our products internationally. We will consider offering
Distributors exclusive selling rights in their markets for various segments of the trade for one to three years. In return our
Distributors will pay a license fee for said exclusivity. Our sales agreement will call for the Distributor to clearly identify
its markets, and time frame as to when those markets will have product. If after an agreed upon time period those accounts are
not being stocked with our product or products, then we will have the right to seek another Distributor to service the specific
market(s).



Milestones Reached To Date



In connection with our spinoff
of primary operations, we are pursuing new business opportunities and will be developing milestones around those. Over the next
year, we hope to find new business opportunities and generate additional capital to allow us to fund and develop new products and
marketing.



As of December 31, 2016, the Company had
a cash balance of $743. While, we currently have a $0 cash burn rate, we do not have sufficient cash to pay vendor balances if
called or to fund a new business plan.



COMPETITION, MARKETS, AND REGULATION



Competition



With our current focus on pursuing new
business opportunities, we are currently unable to concretely identify competition. However, we do expect fierce competition from
established players and other up-and-coming players in our future industry.



Markets



None.



Title to Properties.



None.



Backlog of Orders.



We currently have no orders for sales at
this time.



Government Contracts.



We have no government contracts.



Company Sponsored Research and Development.



We are not conducting any research, although
our products and future products may be in development.



Number of Persons Employed.



As of January 31, 2018, we have no employees
and 1 independent consultant. Our officers are spending part-time in this business – up to 10 hours per week.



PLAN OF OPERATIONS



Our Budget for operations in next fiscal
year, 2017, is as follows:



|APPLICATION OF FUNDS (1) |  |   |       
|------------------------ |  | - | ------
|Professional fees        |  | $ | 20,000
|Total                    |  | $ | 20,000



(1) These items are variable and no commitment
has been obtained from any source.











4






We may change any or all of the budget categories in the execution of its business model. None of the line items are to be considered
fixed or unchangeable. We may need substantial additional capital to support our budget. We have recognized no revenues from our
existing operational activities.



We may need to raise additional funds to
support not only our expected budget, but also our continued operations. We cannot make any assurances that we will be able to
raise such funds or whether we would be able to raise such funds with terms that are favorable to us. We may seek to borrow monies
from lenders at commercial rates, but such lenders will likely either deny us credit or lend at higher than bank rates, which higher
rates could, depending on the amount borrowed, make the net operating income insufficient to cover the interest.



If we are unable to begin to generate enough
revenue to cover our operational costs, we will need to seek additional sources of funds. Currently, we have no committed source
for any funds as of date hereof. No representation is made that any funds will be available when needed. In the event funds cannot
be raised if and when needed, we may not be able to carry out our business plan and could fail in business as a result of these
uncertainties.



We intend to conduct research and development,
market research, product formulation, and will continue to seek new business opportunities.



ITEM 1A. RISK FACTORS



An investment in our Company's securities
involves a high degree of risk. You should carefully consider the following risk factors and all the other information contained
in this document before you decide to buy our Company's shares. If any of the following risks related to our Company's business
actually occurs, its business, financial condition and operating results would be adversely affected.



RISK FACTORS RELATED TO OUR COMPANY



Our securities are highly speculative and
should be purchased only by persons who can afford to lose their entire investment in us. Each prospective investor should carefully
consider the following risk factors, as well as all other information set forth elsewhere in this prospectus, before purchasing
any of the shares of our common stock.



We have a lack of revenue history
and investors cannot view our past performance since we are a start-up company.



We were formed on September 10, 2013 for
the purpose of engaging in any lawful business and adopted a plan to engage in the traffic safety business. We have had one sales
transaction since inception through Amazon.com for $1,725. We are not profitable and our historical business efforts have not been
successful and have culminated in a spin-off. We must be regarded as a new or development venture with all of the unforeseen costs,
expenses, problems, risks and difficulties to which such ventures are subject. We should be considered highly speculative.



We have limited working capital and
limited cash funds.



Our capital needs are projected to be $20,000
during the next 12 months of operations. Such funds are not committed, at this time in any amount. Within the next six months additional
financing requirements are projected to be $20,000. We currently have no agreements or known financing sources in place to meet
these requirements.



We have limited funds, and such funds may
not be adequate to carry out the business plan. We have limited funds (as of December 31, 2016, we had $743 in cash on hand), and
such funds may not be adequate to carry out the business plan. The ultimate success of our Company may depend upon our ability
to raise additional capital. We have investigated the availability, source, or terms that might govern the acquisition of additional
capital. If additional capital is needed, there is no assurance that funds will be available from any source or, if available,
that they can be obtained on terms acceptable to us. If not available, our operations will be limited to those that can be financed
with our modest capital.



The ultimate success of our Company depends
upon our ability to raise additional capital. Safe Lane Systems has investigated the availability, source, or terms that might
govern the acquisition of additional capital. If additional capital is needed, there is no assurance that funds will be available
from any source or, if available, that they can be obtained on terms acceptable to Safe Lane Systems. If not available, Safe Lane
System’s operations will be limited to those that can be financed with its modest capital.











5






Our officers and directors may have
conflicts of interest which may not be resolved favorably to us.



Certain conflicts of interest may exist
between us and our officers and directors. Our Officers and Directors have other business interests to which they devote their
attention and may be expected to continue to do so although management time should be devoted to our business. As a result, conflicts
of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties to us.
Our officer is only engaged part-time in this business – up to 10 hours per week.



We may in the future issue more shares
which could dilute current stockholders.



We may issue further shares as consideration
for the cash or assets or services out of our authorized but unissued common stock that would, upon issuance, represent more equity
of our Company. The result of such an issuance would be those new stockholders and management would control our Company, and persons
unknown could replace our management at this time. Such an occurrence could result in a greatly reduced percentage of ownership
of our Company by our current shareholders and distributes and their purchasers in the event of resale, which could present significant
risks to investors.



We will incur significant costs to
be a public company to ensure compliance with U.S.. corporate governance and accounting requirements and we may not be able to
absorb such costs.



We may incur significant costs associated
with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including
requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect
these costs to be approximately $50,000-$75,000 per year. We expect all of these applicable rules and regulations to significantly
increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that
these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability
insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the
same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on
our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these
newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.
In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.



We are an “emerging growth
company,” and any decision on our part to comply only with certain reduced disclosure requirements applicable to “emerging
growth companies” could make our common stock less attractive to investors.



We are an “emerging growth company,”
as defined in the JOBS Act, and, for as long as we continue to be an “emerging growth company,” we expect and fully
intend to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging
growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation
and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company”
for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed
$1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act,
which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business
day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible
debt during the preceding three year period.



In addition, Section 107 of the JOBS Act
also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section
7(a)2(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth
company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We have elected to opt in to the extended transition period for complying with the revised accounting standards. We have elected
to rely on these exemptions and reduced disclosure requirements applicable to “emerging growth companies” and expect
to continue to do so.











6






We may not be able to meet the filing
and internal control reporting requirements imposed by the SEC which may result in a decline in the price of our common shares
and an inability to obtain future financing.



As directed by Section 404 of the Sarbanes-Oxley
Act, as amended by SEC Release No. 33-8934 on June 26, 2008, the SEC adopted rules requiring each public company to include a report
of management on the company’s internal controls over financial reporting in its annual reports. In addition, the independent
registered public accounting firm auditing a company’s financial statements may have to also attest to and report on management’s
assessment of the effectiveness of the company’s internal controls over financial reporting. We may be required to include
a report of management on its internal control over financial reporting. The internal control report must include a statement



| | · | Of management’s responsibility for establishing and maintaining adequate internal control over
its financial reporting;
| | - | -----------------------------------------------------------------------------------------------------------------------



| | · | Of management’s assessment of the effectiveness of its internal control over financial reporting
as of year end; and
| | - | --------------------------------------------------------------------------------------------------------------------



| | · | Of the framework used by management to evaluate the effectiveness of our internal control over financial
reporting.
| | - | -------------------------------------------------------------------------------------------------------------------



Furthermore, our independent registered
public accounting firm may be required to file its attestation on whether it believes that we have maintained, in all material
respects, effective internal control over financial reporting.



While we expect to expend significant resources
in developing the necessary documentation and testing procedures required by Section 404 of the Sarbanes-Oxley Act, there is a
risk that we may not be able to comply timely with all of the requirements imposed by this rule. In the event that we are unable
to receive a positive attestation from our independent registered public accounting firm with respect to our internal controls,
investors and others may lose confidence in the reliability of our financial statements and our stock price and ability to obtain
equity or debt financing as needed could suffer.



In addition, in the event that our independent
registered public accounting firm is unable to rely on our internal controls in connection with its audit of our financial statements,
and in the further event that it is unable to devise alternative procedures in order to satisfy itself as to the material accuracy
of our financial statements and related disclosures, it is possible that we would be unable to file our Annual Report on Form 10-K
with the SEC, which could also adversely affect the market price of our Common Stock and our ability to secure additional financing
as needed.



The JOBS Act allows us to delay the
adoption of new or revised accounting standards that have different effective dates for public and private companies.



Since, we have elected to use the extended
transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act, this election
allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private
companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable
to companies that comply with public company effective dates.



Our common shares will not initially
be registered under the exchange act and as a result we will have limited reporting duties which could make our common stock less
attractive to investors.



Our common shares are not registered under
the Exchange Act. As a result, we will not be subject to the federal proxy rules and our directors, executive officers and 10%
beneficial holders will not be subject to Section 16 of the Exchange Act. In additional our reporting obligations under Section
15(d) of the Exchange Act may be suspended automatically if we have fewer than 300 shareholders of record on the first day of our
fiscal year. Our common shares are not registered under the Securities Exchange Act of 1934, as amended, and we do not intend to
register our common shares under the Exchange Act for the foreseeable future, provided that, we will register our common shares
under the Exchange Act if we have, after the last day of our fiscal year, more than either (i) 2000 persons; or (ii) 500 shareholders
of record who are not accredited investors, in accordance with Section 12(g) of the Exchange Act. As a result, although, upon the
effectiveness of the registration statement of which this prospectus forms a part, we will be required to file annual, quarterly,
and current reports pursuant to Section 15(d) of the Exchange Act, as long as our common shares are not registered under the Exchange
Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities
registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and
filing with the Securities and Exchange Commission a proxy statement and form of proxy complying with the proxy rules. In addition,
so long as our common shares are not registered under the Exchange Act, our directors and executive officers and beneficial holders
of 10% or more of our outstanding common shares will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange
Act requires executive officers and directs, and persons who beneficially own more than 10% of a registered class of equity securities
to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning
their ownership of common shares and other equity securities, on Forms 3, 4 and 5, respectively. Such information about our directors,
executive officers, and beneficial holders will only be available through this (and any subsequent) registration statement, and
periodic reports we file thereunder. Furthermore, so long as our common shares are not registered under the Exchange Act, our obligation
to file reports under Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any fiscal year
(other than a fiscal year in which a registration statement under the Securities Act has gone effective), we have fewer than 300
shareholders of record. This suspension is automatic and does not require any filing with the SEC. In such an event, we may cease
providing periodic reports and current or periodic information, including operational and financial information, may not be available
with respect to our results of operations.









7






Because our common stock is not registered
under the Securities Exchange Act of 1934, as amended, our reporting obligations under section 15(d) of the Securities Exchange
Act of 1934, as amended, may be suspended automatically if we have fewer than 300 shareholders of record on the first day of our
fiscal year.



Our common stock is not registered under
the Exchange Act, and we do not intend to register our common stock under the Exchange Act for the foreseeable future (provided
that, we will register our common stock under the Exchange Act if we have, after the last day of our fiscal year, $10,000,000 in
total assets and either more than 2,000 shareholders of record or 500 shareholders of record who are not accredited investors (as
such term is defined by the Securities and Exchange Commission), in accordance with Section 12(g) of the Exchange Act). As long
as our common stock is not registered under the Exchange Act, our obligation to file reports under Section 15(d) of the Exchange
Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement
under the Securities Act has gone effective), we have fewer than 300 shareholders of record. This suspension is automatic and does
not require any filing with the SEC. In such an event, we may cease providing periodic reports and current or periodic information,
including operational and financial information, may not be available with respect to our results of operations.



Our articles of incorporation provide
for indemnification of officers and directors at our expense and limit their liability which may result in a major cost to us and
hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.



Our By-Laws include provisions that eliminate
the personal liability of the directors of the Company for monetary damages to the fullest extent possible under the laws of the
State of Colorado or other applicable law. These provisions eliminate the liability of directors to the Company and its stockholders
for monetary damages arising out of any violation of a director of his fiduciary duty of due care. Under Colorado law, however,
such provisions do not eliminate the personal liability of a director for (i) breach of the director’s duty of loyalty, (ii)
acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment of dividends
or repurchases of stock other than from lawfully available funds, or (iv) any transaction from which the director derived an improper
benefit. These provisions do not affect a director’s liabilities under the federal securities laws or the recovery of damages
by third parties.



Reporting requirements under the
Exchange Act and compliance with the Sarbanes-Oxley Act of 2002, including establishing and maintaining acceptable internal controls
over financial reporting, are costly and may increase substantially.



The rules and regulations of the SEC require
a public company to prepare and file periodic reports under the Exchange Act, which will require that the Company engage legal,
accounting, auditing and other professional services. The engagement of such services is costly. Additionally, the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”) requires, among other things, that we design, implement and maintain adequate
internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act and the limited technically
qualified personnel we have may make it difficult for us to design, implement and maintain adequate internal controls over financial
reporting. In the event that we fail to maintain an effective system of internal controls or discover material weaknesses in our
internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial
condition and result in loss of investor confidence and a decline in our share price.



As a public company, we will be subject
to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act of 2010 and other applicable securities
rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will nonetheless
increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand
on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires,
among other things, that we file annual, quarterly, and current reports with respect to our business and operating results.



We are not diversified and we will
be dependent on only one business.



Because of the limited financial resources
that we have, it is unlikely that we will be able to diversify our operations. Our probable inability to diversify our activities
into more than one area will subject us to economic fluctuations within the traffic safety industry and therefore increase the
risks associated with our operations due to lack of diversification.











8






We will depend upon management but
we will have limited participation of management (which could be detrimental to the business.).



We currently have two individuals who are
serving as our officers and directors for up to 10 hours per week each on a part-time basis. Our directors are also acting as our
officers. Our directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder
and/or partners of other entities engaged in a variety of businesses. We will be heavily dependent upon our officers skills, talents,
and abilities, as well as several consultants to us, to implement our business plan, and may, from time to time, find that the
inability of the officers, directors and consultants to devote their full-time attention to our business results in a delay in
progress toward implementing our business plan. Once we achieve more funding – other consultants may be employed on a part-time
basis under a contract to be determined. See "Management." Because investors will not be able to manage our business,
they should critically assess all of the information concerning our officers and directors.



We may be unable to obtain and retain
appropriate patent and trademark protection of our products and services.



We may seek to protect our intellectual
property rights (if any) through patents, trademarks, trade names, trade secrets and a variety of other measures. However, these
measures may be inadequate to protect our intellectual property (to the extent we have any) or other proprietary information.



| | · | Trade secrets may become known by third
parties. Our trade secrets or proprietary technology may become known or be independently developed by competitors.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Rights to patents applications and trade
secrets may be invalidated. Disputes may arise with third parties over the ownership of our intellectual property rights. Patents
may be invalidated, circumvented or challenged, and the rights granted under the patent application that provide us with a competitive
advantage may be nullified.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Problems with future patent applications.
Pending or future patent applications may not be approved, or the scope of the granted patent may be less than the coverage sought.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Infringement claims by third parties.
Infringement, invalidity, right to use or ownership claims by third parties or claims for indemnification may be asserted by third
parties in the future. If any claims or actions are asserted against us, we can attempt to obtain a license for that third party's
intellectual property rights. However, the third party may not provide a license under reasonable terms, or may not provide us
with a license at all.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Litigation may be required to protect
any intellectual property rights. Litigation may be necessary to protect our intellectual property rights and trade secrets, to
determine the validity of and scope of the rights of third parties or to defend against claims of infringement or invalidity by
third parties. Such litigation could be expensive, would divert resources and management's time from our sales and marketing efforts,
and could have a materially adverse effect on our business, financial condition and results of operations.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We can give no assurance of success or profitability to
our stockholders.



There is no assurance that we will ever
operate profitably. There is no assurance that we will generate revenues or profits, or that the market price of our common stock
will be increased thereby.



We have authorized and designated
a Class “A” Preferred Super Majority Voting Stock, which having voting rights superior to our common stock.



Class “A” Preferred Super Majority
Voting Stock (the “Class “A” Preferred Stock”) of which 10,000,000 shares of preferred stock have been
authorized for the class and the shares have a deemed purchase price at $0.0001 per share. All 10,000,000 Class “A”
Preferred shares have been issued to our CEO, Paul D. Dickman. The holder of the Class “A” Preferred Stock has the
ability to vote equivalent of 60% of our common stock in any vote of the common stockholders. The Class “A” Preferred
Stock would have a voting equivalent of 60%, if issued at this time.



We have agreed to indemnification
of officers and directors as is provided by Colorado Statutes.



Colorado Statutes provide for the indemnification
of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses
incurred by them in any litigation to which they become a party arising from their association with or activities our behalf. We
will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s
promise to repay us therefore 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 that we will be unable to recoup.



Our directors’ liability to
us and stockholders is limited



Colorado Statutes exclude personal liability
of our directors and our stockholders for monetary damages for breach of fiduciary duty except in certain specified circumstances.
Accordingly, we will have a much more limited right of action against our directors that otherwise would be the case. This provision
does not affect the liability of any director under federal or applicable state securities laws.



Burden to investors.



The financial risk of our activities will
be borne primarily by existing or new shareholders, who will have contributed a significantly greater portion of our capital, than
prior investors.











9






We will incur expenses in connection with
SEC Filing Requirements and we may not be able to meet such costs, which could jeopardize our filing status with the SEC. Those
costs are estimated to be $20,000-$50,000 per year additional.



We will incur legal and
accounting expenses as a result of being a public company in order to meet the filing requirements under the Securities and Exchange
Act of 1934 (“34 Act”). We will see an increase in legal and accounting expenses as a result of such requirements.
These costs can increase significantly if we are subject to comment from the SEC on its filings and/or is required to file supplemental
filings for transactions and activities. If we are not compliant in meeting the filing requirements of the SEC, we could lose its
status as a 1934 Act Company, which could compromise its ability to raise funds and to ever achieve trading status on the OTCBB.



RISK FACTORS RELATING TO OUR BUSINESS



We have a limited operating history.
If we fail to generate revenues and profits in the future, we may exhaust our capital resources and be forced to discontinue operations.



We were organized in 2013 and have a limited
operating history. The potential for us to generate profits depends on many factors, including the following:



| | · | our ability to secure adequate funding to facilitate the anticipated business plan and goals of
the Company;
| | - | ------------------------------------------------------------------------------------------------------------



| | · | the size and timing of future client contracts, milestone achievement, service delivery and client
acceptance;
| | - | --------------------------------------------------------------------------------------------------------------



| | · | success in developing, maintaining and enhancing strategic relationships with potential business
partners;
| | - | ----------------------------------------------------------------------------------------------------------



| | · | actions by competitors towards the development and marketing of technologies, products and services
that will compete directly with ours;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------



| | · | the costs of maintaining and expanding operations; and
| | - | ------------------------------------------------------



| | · | our ability to attract and retain a qualified work force.
| | - | ---------------------------------------------------------



We cannot assure you that we will
achieve any of the foregoing factors or realize profitability in the immediate future or at any time.



We expect operating results to fluctuate
significantly in the future as a result of a variety of factors, many of which are outside of our control. Factors that may adversely
affect our operating results include, among others, demand of our products, the budgeting cycles of potential customers, lack of
enforcement of or changes in governmental regulations or laws, the amount and timing of capital expenditures and other costs relating
to the expansion of our operations, the introduction of new or enhanced products and services by us or our competitors, the timing
and number of new hires, changes in our pricing policy or those of our competitors, the mix of products, increases in the cost
of raw materials, technical difficulties, incurrence of costs relating to product design changes, general economic conditions,
and market acceptance of our products. As a strategic response to changes in the competitive environment, we may from time to time
make certain pricing, service or marketing decisions or business combinations that could have a material adverse effect on our
business, results of operations and financial condition. Any seasonality is likely to cause quarterly fluctuations in our operating
results, and there can be no assurance that such patterns will not have a material adverse effect on our business, results of operations
and financial condition. We may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall.



Because of the products and services
we offer and will offer, we may become subject to significant product liability exposure.



We expect to be dependent on third party
suppliers for various components used in our technology and products. Some of the components that we procure from third party suppliers
include engineering, manufacturing, and sales, some of which are the sole source of the components. The cost, quality and availability
of components are essential to the successful production and sale of our products. Any significant disruption in the source of
these components could seriously impact production of our products and seriously harm our ability to market these products.











10






If we are unable to compete effectively
with existing or new competitors, our resulting loss of competitive position could result in price reductions, fewer customer orders,
reduced margins and loss of market share.



There are numerous competitors in the market
places in which we will be marketing our products and we expect competition to increase in the future. Many of our competitors
may have significantly greater financial, technical and marketing resources than we do. These competitors may be able to respond
more rapidly to new or emerging technologies or changes in customer requirements. They may also be able to devote greater resources
to the development, promotion and sale of their products. Increased competition could result in price reductions, fewer customer
orders, reduced margins and loss of market share. Our failure to compete successfully against current or future competitors could
seriously harm our business, financial condition and results of operations.



We may not be able to manage future
growth effectively, which could adversely affect our operations and financial performance.



The ability to manage and operate our business
as we execute our development and growth strategy will require effective planning. Significant rapid growth could strain management
and internal resources and cause other problems that could adversely affect our financial performance. We expect that our efforts
to grow will place a significant strain on personnel, management systems, infrastructure and other resources. Our ability to manage
future growth effectively will also require us to successfully attract, train, motivate, retain and manage new employees and continue
to update and improve our operational, financial and management controls and procedures. Further, our ability to successfully offer
our products and implement our business plan in a rapidly evolving market requires an effective planning and management process.
We plan to increase the scope of our operations domestically and our anticipated growth in future operations will continue to place,
a significant strain on our management systems and resources. If we do not manage our growth effectively, our operations could
be adversely affected, resulting in slower growth and a failure to achieve or sustain profitability.



We intend to rely on outside consultants,
manufacturers and suppliers.



We intend to rely on the experience of
outside consultants, manufacturers and suppliers. In the event that one or more of these consultants, manufacturers, or suppliers
terminates with us, or becomes unavailable, suitable replacements will need to be obtained and there is no assurance that such
replacement could be obtained under conditions favorable to us.



We may rely on strategic relationships
to promote our products.



As a recently formed company, we intend
to rely on strategic partnerships with outside companies and individuals to promote our products, thus making the future success
of our business particularly contingent on the efforts of other parties. Our products are designed to serve several markets. An
important part of our strategy is to promote acceptance of our products through product alliances with distributors who we feel
could assist us with our promotion strategies. Our dependence on outside distributors, however, raises potential risks with respect
to the future success of our business. Our success is dependent on the successful completion and commercial deployment of our products
and on the future commitment of our distributors to our products and technology.



We will rely on suppliers, manufacturers
and others.



We intend to rely on key vendors and suppliers
to provide high quality products and services on a consistent basis. We must use outside facilities and contract manufacturers
to produce and prove products which include manufacturing facilities, warehouses, shippers, testing companies and other critical
vendor partners. Our future success will be contingent on the efforts and performance of these relationships. We may have difficulty
in locating or using alternative resources should supply problems arise with any one supplier. An interruption or reduction in
the source of supply of any of the component materials, or an unanticipated increase in vendor prices, could materially affect
our operating results and damage customer relationships as well as our business.



Our Management has broad discretion
in Budget usage.



We expect to use our limited capital for
general corporate purposes, including working funds, capital expenditures, promotional and marketing expenditures and to fund anticipated
operating losses. In addition, we may use an unspecified portion of any future capital raised to acquire or invest in complementary
products, IP and technologies if a favorable opportunity to make such an acquisition or investment arises. In the ordinary course
of business, we expect to evaluate potential acquisitions of products and technologies, which complement our business model. In
addition, from time to time, we will evaluate the usage of cash to determine whether the then existing uses and apportionment should
be changed. Accordingly, our management will have broad discretion in the application of our budgets. The failure of our management
to apply funds effectively could have a material adverse effect on our business, results of operations and financial condition.











11






Forward looking statements and associated
risks.



This Form 10-K contains certain forward-looking
statements, including among others: (i) the projected time for commencing operations; (ii) anticipated trends in our financial
condition and results of operations; (iii) our business strategy for its plan of operations; and (iv) our ability to distinguish
itself from its current and future competitors. These forward-looking statements are based largely on our current expectations
and are subject to a number of risks and uncertainties. Actual results could differ materially from these forward looking statements.
In addition to other risks described elsewhere in this “Risk Factors” discussion, important factors to consider in
evaluating such forward-looking statements include (i) changes to external competitive market factors or in our internal budgeting
process which might impact trends in our results of operations; (ii) anticipated working capital or other cash requirements; (iii)
changes in our business strategy or an inability to execute our strategy due to unanticipated changes in the industry in which
we will operate; and (iv) various competitive factors that may prevent us form competing successfully in the marketplace. In light
of these risks and uncertainties, many of which are described in greater detail elsewhere in this “Risk Factors” discussion,
there can be no assurance that the events predicted in forward-looking statements contained in this Prospectus will in fact transpire.



Our continuation as a going concern
is dependent on additional financing, as our operations are capital intensive and future capital expenditures are expected
to be substantial.



Our future success is dependent on our
ability to attract additional capital and ultimately, upon our ability to develop future profitable operations. There can be no
assurance that we will be successful in obtaining such financing, or that it will attain positive cash flow from operations. Management
believes that actions future actions to be taken to revise our operating and financial requirements may provide the opportunity
for us to continue as a going concern.



RISK FACTORS RELATED TO OUR STOCK



A limited public market exists for
our common stock at this time, and there is no assurance of a future market.



There is a limited public market for our
common stock, and no assurance can be given that a market will continue or that a shareholder ever will be able to liquidate his
investment without considerable delay, if at all. If a market should develop, the price may be highly volatile. Factors such as
these discussed in the “Risk Factors” section may have a significant impact upon the market price of the shares offered
hereby. Due to the low price of our securities, many brokerage firms may not be willing to effect transactions in our securities.
Even if a purchaser finds a broker willing to effect a transaction in our shares, the combination of brokerage commissions, state
transfer taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit
the use of our shares as collateral for any loans.



Our stock, will in all likelihood
be thinly traded and as a result you may be unable to sell at or near ask prices or at all if you need to liquidate your shares.



The shares of our common stock may be thinly-traded.
We are a small company which is relatively unknown to stock analysts, stock brokers, institutional stockholders and others in the
investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend
to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase
of any of our securities until such time as we became more seasoned and viable. As a consequence, there may be periods of several
days or more when trading activity in our securities is minimal or non-existent, as compared to a seasoned issuer which has a large
and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price.
We cannot give you any assurance that a broader or more active public trading market for our common Securities will develop or
be sustained, or that any trading levels will be sustained. Due to these conditions, we can give stockholders no assurance that
they will be able to sell their shares at or near ask prices or at all if they need money or otherwise desire to liquidate their
securities.



Our common stock may be volatile,
which substantially increases the risk that you may not be able to sell your securities at or above the price that you may pay
for the security.



If we are able to obtain an exchange listing
of our common stock in the future, because of the possible price volatility, you may not be able to sell your shares of common
stock when you desire to do so. The inability to sell your securities in a rapidly declining market may substantially increase
your risk of loss because of such illiquidity and because the price for our securities may suffer greater declines because of our
price volatility.



The price of our common stock that will
prevail in the market after this offering may be higher or lower than the price you may pay. Certain factors, some of which are
beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to the following:



| | · | Variations in our quarterly operating results;
| | - | ----------------------------------------------



| | · | Loss of a key relationship or failure to complete significant transactions;
| | - | ---------------------------------------------------------------------------



| | · | Additions or departures of key personnel; and
| | - | ---------------------------------------------



| | · | Fluctuations in stock market price and volume.
| | - | ----------------------------------------------









12






Additionally, in recent years the stock
market in general, has experienced extreme price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate
to the operating performance of the underlying company. These market and industry factors may materially and adversely affect our
stock price, regardless of our operating performance. In the past, class action litigation often has been brought against companies
following periods of volatility in the market price of those companies common stock. If we become involved in this type of litigation
in the future, it could result in substantial costs and diversion of management attention and resources, which could have a further
negative effect on your investment in our stock.



The regulation of penny stocks by
the SEC and FINRA will discourage the tradability of our securities.



We are a “penny stock” company,
as our stock price is less than $5.00 per share. Even if we were able to obtain an exchange listing for our stock, we cannot make
an assurance that we will be able to maintain a stock price greater than $5.00 per share and if the share price was to fall to
such prices, that we wouldn’t be subject to the “Penny Stocks” rules. None of our securities currently trade
in any market and, if ever available for trading, will be subject to a Securities and Exchange Commission rule that imposes special
sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited
stockholders. For purposes of the rule, the phrase “accredited stockholders” means, in general terms, institutions
with assets in excess of $5,000,000, or individuals having a net worth in excess of $10,000,000 or having an annual income that
exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the rule,
the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement
to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Very
few brokers now affect such trades. Consequently, the rule will affect the ability of purchasers in this offering to sell their
securities in any market that might develop therefore because it imposes additional regulatory burdens on penny stock transactions.



In addition, the Securities and Exchange
Commission has adopted a number of rules to regulate “penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities
constitute “penny stocks” within the meaning of the rules, the rules would apply to us and to our securities. The rules
will further affect the ability of owners of shares to sell our securities in any market that might develop for them because it
imposes additional regulatory burdens on penny stock transactions.



Investors should be aware that, according
to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.
Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter
or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
(iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale
dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor
losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect
to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive
within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.



Investors in penny stocks have limited
remedies in the event of violations of penny stock rules. While the courts are always available to seek remedies for fraud against
us, most, if not all, brokerages require their customers to sign mandatory arbitration agreements in conjunctions with opening
trading accounts. Such arbitration may be through an independent arbiter. Stockholders may file a complaint with FINRA against
the broker allegedly at fault, and FINRA may be the arbiter, under FINRA rules. Arbitration rules generally limit discovery and
provide more expedient adjudication, but also provide limited remedies in damages usually only the actual economic loss in the
account. Stockholders should understand that if a fraud case is filed an against a company in the courts it may be vigorously defended
and may take years and great legal expenses and costs to pursue, which may not be economically feasible for small stockholders.



Without arbitration agreements, specific
legal remedies available to stockholders of penny stocks include the following:



If a penny stock is
sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may
be able to cancel the purchase and receive a refund of the investment.



If a penny stock is
sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for
damages.



The fact that we are a penny stock company
will cause many brokers to refuse to handle transactions in the stocks, and will discourage trading activity and volume, or result
in wide disparities between bid and ask prices. These may cause stockholders significant illiquidity of the stock at a price at
which they may wish to sell or in the opportunity to complete a sale. Stockholders will have no effective legal remedies for these
illiquidity issues.











13






We will pay no foreseeable dividends
in the future.



We have not paid dividends on our common
stock and do not ever anticipate paying such dividends in the foreseeable future. Stockholders whose investment criteria are dependent
on dividends should not invest in our common stock.



Rule 144 sales in the future may
have a depressive effect on our stock price.



All of the outstanding shares of common
stock are held by our present officers, and directors, stockholders as "restricted securities" within the meaning of
Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective
registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and
as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted securities
for six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does
not exceed the greater of 1.0% of a company's outstanding common stock or the average weekly trading volume during the four calendar
weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the
owner has held the restricted securities for a period of six months. A sale under Rule 144 or under any other exemption from the
Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have a depressive
effect upon the price of the common stock in any market that may develop.



Our stockholders may suffer future
dilution due to issuances of shares for various considerations in the future.



There may be substantial dilution to our
stockholders as a result of future decisions of the Board to issue shares without shareholder approval for cash, services, or acquisitions.



ITEM 1B. UNRESOLVED STAFF COMMENTS



None



ITEM 2. DESCRIPTION OF PROPERTIES



Our mailing address is 19 Old Town Square,
Suite #238, Fort Collins, CO 80524. The Company does not hold any real property. The officers operate virtually via the internet.



ITEM 3. LEGAL PROCEEDINGS



To the best of our knowledge and belief,
there is no pending legal action against the Company.



ITEM 4. MINE SAFETY DISCLOSURE.



Not Applicable.























14






PART II



ITEM 5. MARKET FOR REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS



The following table sets forth the range
of high and low sales prices for the Company’s common stock for each of the fiscal quarters for the past two years as reported
on the OTC Bulletin Board. These prices represent inter-dealer prices without adjustments for mark-up, mark-down, or commission
and do not necessarily reflect actual transactions.



Our common stock’s trading symbol is “SFLL”. As of January 18, 2018, there have been no public sales transactions.



Holders. As of December 31, 2016,
there were approximately 3 holders of record of the common stock. We believe that we have approximately 50 beneficial owners of
our common stock. In many instances, a registered stockholder is a broker or other entity holding shares in street name for one
or more customers who beneficially own the shares.



The Company has engaged Mountain Share
Transfer, Inc., P.O. Box 191767, Atlanta, Georgia 31119, phone (303)460-1149/ fax (404) 816-8830 as its transfer agent for its
securities.



Dividends. We have not paid or declared
cash distributions or dividends on our common stock and do not intend to pay cash dividends in the foreseeable future due to our
illiquidity and inability to support operations to support our operations without funding from our officers, directors and shareholders.
Future cash dividends will be determined by our board of directors based upon our earnings, financial condition, capital requirements
and other relevant factors. We cannot provide any assurances or guarantees that any agreement for financing will not provide for
restrictions on any future dividend payments, though our existing promissory notes do not have any such provisions.



Recent Sales of Unregistered Securities



We made no unregistered sales of our securities
from January 1, 2015 through December 31, 2015.



ITEM 6. SELECTED FINANCIAL AND OPERATING
DATA



As a “smaller reporting company”
as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.



ITEM 7. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following discussion should be read
in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desire
to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution
readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other
statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking
statements are statements not based on historical information and which relate to future operations, strategies, financial results
or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject
to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or
on our behalf. We disclaim any obligation to update forward-looking statements.



The independent registered public accounting
firm’s report on the Company’s consolidated financial statements as of December 31, 2016, and for each of the years
in the two-year period then ended, includes a “going concern” explanatory paragraph, that describes substantial doubt
about the Company’s ability to continue as a going concern.



General



The Company was incorporated in Colorado
in September of 2013 and redomiciled to become a Delaware Holding Corporation in September of 2016.



On September 22, 2016, the Company formed
two wholly owned subsidiaries, SLS Industrial, Inc and Southeastern Holdings, Inc. (both Delaware corporations).











15






On September 30, 2016, the Company merged
with SLS Industrial, Inc., which became the surviving entity. SLS Industrial, Inc. and Southeastern Holdings, Inc. then restructured
to a Delaware holdings structure, in which SLS Industrial, Inc., became a wholly owned subsidiary of Southeastern Holdings, Inc.
The Companies restructured under a plan of merger and reorganization, in which the then-outstanding 25,118,273 shares of common
stock, 10,000,000 shares of Class A Preferred Stock and 0 shares of Class B Preferred Stock would ultimately translate 1 for 1
to the same interests in Southeastern Holdings, Inc.



On December 1, 2016, the Company spun off
its wholly owned subsidiary, SLS Industrial, Inc., leaving Southeastern Holdings as the only surviving entity.



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



PLAN OF OPERATIONS



We did not have any revenues and did not
recognize any income from continuing operations as of December 31, 2016. We have negative capital and no intangible assets. We
are illiquid and need cash infusions from investors or shareholders to provide capital, or loans from any sources, none of which
have been arranged nor assured.



We are currently seeking new business
opportunities. Our goals for the next year are to pursue and engage in business opportunities and generate additional capital to
fund such endeavors.



Our Goals for the next year are as follows:



Future Milestones



| | · | Generate additional capital to allow us to fund and develop new products and marketing
| | - | --------------------------------------------------------------------------------------

| | · | Develop new products and pursue new business opportunities
| | - | ----------------------------------------------------------

| | · | Fully implement direct and online sales marketing strategy
| | - | ----------------------------------------------------------



Our Budget for operations through the first
quarter of 2018 is as follows:



|APPLICATION OF FUNDS (1) |  |   |       
|------------------------ |  | - | ------
|Professional fees        |  | $ | 20,000
|Total                    |  | $ | 20,000



(1) These items are variable and no commitment
has been obtained from any source.



The Company may change
any or all of the budget categories in the execution of its business model. None of the line items are to be considered fixed or
unchangeable. The Company may need substantial additional capital to support its budget.



OFF BALANCE SHEET ARRANGEMENTS



We do not have any off-balance sheet arrangements.



Our Budget for operations
in next year is as follows:



|Professional fees |  | $ | 20,000 | 
|----------------- |  | - | ------ | 
|Total expenses    |  | $ | 20,000 | 



We will need substantial
additional capital to support our future operations. We have no revenues and have no committed source for any funds
as of date here. No representation is made that any funds will be available when needed. In the event funds cannot be raised when
needed, we may not be able to carry out our business plan, may never achieve sales or royalty income, and could fail in business
as a result of these uncertainties. If our initial prospect appears uneconomical after evaluation we will seek other prospects
it the area to acquire or farm into.











16






We may also consider a private placement
or public offering of our common stock, if the market conditions allow at the time. No price, schedule or terms for such an offering
has been determined at this time. We expect to expend funds on a quarterly basis, as follows:



|Cash on Hand     |  | $ | (743   | )
|---------------- |  | - | ------ | -
|2nd Quarter 2017 |  | $ | 0      |  
|3rd Quarter 2017 |  | $ | 0      |  
|4thQuarter 2017  |  | $ | 12,000 |  
|1st Quarter 2018 |  | $ | 8,000  |  
|Total            |  | $ | 19,257 |  



Results of Operations for the Years Ended December 31, 2016
and December 31, 2015



There were no revenues in the year ended
December 30, 2016. However, there was one sale on the amazon.com platform resulting in $1,725 in revenue in the period ended December
31, 2015. This revenue, however, pertained to the operations that were subsequently spun off in December 2016.



Expenses decreased from $261,052 for the
year ended December 31, 2015 to $119,387 for the year ended December 31, 2016. This decrease was primarily related to a reduction
in needs for outside services. The marketing and sales staff were terminated in the first quarter of 2016 as the Company determined
it needed to spend additional effort developing its products prior to executing its sales plan.



Liquidity and Capital Resources



During the year ended December 31, 2016
the Company received $27,500 from the issuance of convertible notes payable as compared to $185,000 in convertible debt issued
in the year ended December 31, 2015.



During the twelve months ending December
31, 2017 the Company estimates it will need a minimum of approximately $1,250,000 to implement its business plan. Other than the
foregoing, the Company does not know of any trends, events or uncertainties that have had, or are reasonably expected to have,
a material impact on sales, revenues or income from continuing operations, or liquidity and capital resources.



Short Term.



On a short-term basis, we do not generate
any revenue or revenues sufficient to cover operations. Based on prior history, we will continue to have insufficient revenue to
satisfy current and recurring liabilities as it seeks explore.



No commitments to provide additional funds
have been made by our management or other stockholders. Accordingly, there can be no assurance that any additional funds will be
available to us to allow it to cover our expenses as they may be incurred.



Capital Resources



We have only common stock and notes payable
as our capital resource.



Need for Additional Financing



We do not have capital sufficient to meet
our cash needs. We will have to seek loans or equity placements to cover such cash needs. Once full business operations commences,
our needs for additional financing is likely to increase substantially.



Within the next twelve months we will need
to secure an additional $1,250,000 in financing to implement our plan of operations. After the twelve month period we will need
to secure an additional $10,000,000 in financing to fully implement our plan of operations. If we are unable to secure required
funding, it may be unable to continue operations.



No commitments have been made to provide
additional by our management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available
to us to allow it to cover our expenses as they may be incurred.



Material Agreements



We previously owned a License (Master IP
License) which required us to commence Sales and Manufacture under the License by January 1, 2016. Similarly our Sub License (non
exclusive) provides that we must commence sales/manufacturing by January 1, 2016. We completed the requirement with one sale via
Amazaon.com. In December 2016, we sold this license as part of a division spin-off.











17






Critical Accounting Policies



Cash and Cash Equivalents



The Company considers all highly liquid
investments with an original maturity of three months or less as cash equivalents.



Impairment of Long-life Assets



In accordance with ASC Topic 360, the Company
reviews its long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances
indicate that the carrying amounts of the assets may not be fully recoverable. If the total of the expected undiscounted future
net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and
carrying amount of the asset.



Intangible Assets, Patents



The Company accounts for its patent sub-license
in accordance with ASC 350-30-30 “Intangibles – goodwill and other” and 805-50-30 and 805-50-15 related to “Business
Combinations” by recognizing the fair value to the amount paid by the Company for the asset at the time of purchase. Since
Safe Lane Systems has a limited operating history management determined to use par value as the value recognized for the transaction.
Since the patent has a predetermined, finite life span, the cost of the asset will be recognized on a straight line basis over
the remaining life of the patent. In addition each period the Company will evaluate the intangible asset for impairment.



Use of Estimates



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



Income Tax



The Company accounts for income taxes under
ASC 740, “Income Taxes.”  Under ASC 740, deferred taxes are provided on a liability method whereby deferred
tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts
of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.



Fiscal year



The Company employs a fiscal year ending
December 31.



Net Income (Loss) per share



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



Revenue Recognition



The Company is currently in the Development
stage and has no revenues. Revenue will be recognized on an accrual basis as earned once operations commence.



Financial Instruments



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











18






Stock-Based Compensation



The Company adopted the provisions of and
accounts for stock-based compensation using an estimate of value in accordance with the fair value method. Under the fair value
recognition provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of
the award and is recognized as expense on a straight-line basis over the requisite service period, which generally is the vesting
period. The Company elected the modified-prospective method, under which prior periods are not revised for comparative purposes.
The valuation method applies to new grants and to grants that were outstanding as of the effective date and are subsequently modified.



Fair Value of Financial Instruments



The carrying amount of accounts payable
is considered to be representative of respective fair values because of the short-term nature of these financial instruments.



ITEM 7A. QUANTATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.



As a “smaller reporting company”
as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA



Our financial statements and supplementary
data are included herein commencing on page 44.











19






SOUTHEASTERN HOLDINGS, INC.



FINANCIAL STATEMENTS



For the years ended December 31, 2016
and 2015



|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |  | 21
|------------------------------------------------------- |  | --
|                                                        |  |   
|CONSOLIDATED BALANCE SHEETS                             |  | 22
|                                                        |  |   
|CONSOLIDATED STATEMENTS OF OPERATIONS                   |  | 23
|                                                        |  |   
|CONSOLIDATED STATEMENTS OF CASH FLOWS                   |  | 24
|                                                        |  |   
|CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT         |  | 25
|                                                        |  |   
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS              |  | 26



















20






Report of Independent Registered Public
Accounting Firm



To the shareholders and the board of directors
of Southeastern Holdings, Inc. (Formerly Safe Lane Systems, Inc.)



Opinion on the Financial Statements



We have audited the accompanying balance
sheets of Southeastern Holdings, Inc. (the "Company") as of December 31, 2016 and 2015, the related statements of operations,
stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the
"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2016 and 2015, 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.



Basis for Opinion



These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audit in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud.



Our audit included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable
basis for our opinion.



Substantial Doubt about the Company’s
Ability to Continue as a Going Concern



The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the
Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ BF Borgers CPA PC

BF Borgers CPA PC



We have served as the Company's auditor
since 2014.

Lakewood, CO



August 13, 2018













21








Southeastern Holdings, Inc.

Balance Sheets





|                                                                                                                                                                 |  | December 31, |        
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | -------
|                                                                                                                                                                 |  | 2016         |        
|ASSETS                                                                                                                                                           |  |              |        
|Current Assets:                                                                                                                                                  |  |              |        
|Cash and cash equivalents                                                                                                                                        |  | $            | 743    
|Total Current Assets                                                                                                                                             |  |              | 743    
|                                                                                                                                                                 |  |              |        
|Non-Current Assets:                                                                                                                                              |  |              |        
|Patent sublicense, net                                                                                                                                           |  |              | –      
|Total Non-Current Assets                                                                                                                                         |  |              | –      
|                                                                                                                                                                 |  |              |        
|TOTAL ASSETS                                                                                                                                                     |  | $            | 743    
|                                                                                                                                                                 |  |              |        
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                                                                                                                |  |              |        
|Current Liabilities:                                                                                                                                             |  |              |        
|Accounts payable                                                                                                                                                 |  | $            | 35,219 
|Accrued expenses                                                                                                                                                 |  |              | 1,011  
|Related party advances                                                                                                                                           |  |              | 4,056  
|Unsecured short-term notes payable                                                                                                                               |  |              | –      
|Accrued interest                                                                                                                                                 |  |              | –      
|Total Current Liabilities                                                                                                                                        |  |              | 40,286 
|                                                                                                                                                                 |  |              |        
|Non-Current Liabilities:                                                                                                                                         |  |              |        
|Convertible notes payable                                                                                                                                        |  |              | 1,500  
|Total Non-Current Liabilities                                                                                                                                    |  |              | 1,500  
|                                                                                                                                                                 |  |              |        
|Total Liabilities                                                                                                                                                |  |              | 41,786 
|                                                                                                                                                                 |  |              |        
|Stockholders' Equity (Deficiency):                                                                                                                               |  |              |        
|Class A super voting preferred stock, $0.0001 par value; 10,000,000 shares authorized, issued and outstanding as of each, December 31, 2016 and 2015.            |  |              | 1,000  
|Class B non-voting preferred stock, $0.0001 par value, 50,000,000 shares authorized, 0 and 0 issued and outstanding as December 31, 2016 and 2015, respectively. |  |              | –      
|Common Stock, $0.0001 par value, 500,000,000 shares authorized, 40,000,000 and 25,118,273 issued and outstanding as of December 31, 2016 and 2015, respectively. |  |              | 4,000  
|Additional paid-in capital                                                                                                                                       |  |              | 801    
|Accumulated deficit                                                                                                                                              |  |              | (46,844
|Total Stockholders' Equity (Deficiency)                                                                                                                          |  |              | (41,043
|                                                                                                                                                                 |  |              |        
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                                                                                                          |  | $            | 743    





The accompanying notes are an integral part
of these financial statements





22








Southeastern Holdings, Inc.

Statements of
Operations





|                                                     |  | Year Ended December 31, |           
|---------------------------------------------------- |  | ----------------------- | ----------
|                                                     |  | 2016                    |           
|                                                     |  |                         |           
|Ordinary Income/Expense                              |  |                         |           
|Revenue                                              |  | $                       | –         
|Total Revenue                                        |  |                         | –         
|                                                     |  |                         |           
|Operating Expenses:                                  |  |                         |           
|Professional and contract expense                    |  |                         | 63,429    
|Professional fees to related party                   |  |                         | 48,600    
|General and administrative expense                   |  |                         | 5,796     
|Impairment expense                                   |  |                         | 1,562     
|Total Operating Expenses                             |  |                         | 119,387   
|                                                     |  |                         |           
|Loss from operations                                 |  |                         | (119,387  
|                                                     |  |                         |           
|Other Income and Expense                             |  |                         |           
|Interest income                                      |  |                         | –         
|Amortization expense                                 |  |                         | (149      
|Interest expense                                     |  |                         | (15,236   
|Gain on extinguishment of debt                       |  |                         | 486,270   
|Total Other Income (Expense)                         |  |                         | 470,885   
|                                                     |  |                         |           
|Net Income/(Loss)                                    |  | $                       | 351,498   
|                                                     |  |                         |           
|Net Income/(Loss) per share (basic and diluted)      |  | $                       | 0.01      
|                                                     |  |                         |           
|Weighted average number of common shares outstanding |  |                         | 28,838,705





The accompanying notes are an integral part
of these financial statements





23






Southeastern Holdings,
Inc.

Statements of
Cash Flows





|                                                                                           |  | Year Ended December 31, |         
|------------------------------------------------------------------------------------------ |  | ----------------------- | --------
|                                                                                           |  | 2016                    |         
|                                                                                           |  |                         |         
|Cash Flows from Operating Activities                                                       |  |                         |         
|Net Loss                                                                                   |  | $                       | 351,498 
|Adjustments to reconcile net loss to net cash provided by (used for) operating activities: |  |                         |         
|Amortization                                                                               |  |                         | 149     
|Stock-based compensation                                                                   |  |                         | 1,488   
|Gain on extinguishment of debt                                                             |  |                         | (486,270
|Impairment of patent sublicense                                                            |  |                         | 1,562   
|Changes in operating assets and liabilities:                                               |  |                         |         
|Accounts payable                                                                           |  |                         | 76,231  
|Other accrued liabilities                                                                  |  |                         | 16,247  
|Net Cash Used in Operating Activities                                                      |  |                         | (39,095 
|                                                                                           |  |                         |         
|Cash Flows from Investing Activities                                                       |  |                         |         
|Cash paid in connection with sale of business unit                                         |  |                         | (1,000  
|Net Cash Used in Investing Activities                                                      |  |                         | (1,000  
|                                                                                           |  |                         |         
|Cash Flows from Financing Activities                                                       |  |                         |         
|Superior Traffic Controls loan                                                             |  |                         | 20,000  
|Issuance of convertible notes payable                                                      |  |                         | 7,500   
|Repayments of convertible notes payable                                                    |  |                         | (6,000  
|Advances from related party                                                                |  |                         | 4,056   
|Net Cash Provided by Financing Activities                                                  |  |                         | 25,556  
|                                                                                           |  |                         |         
|Net Change In Cash                                                                         |  |                         | (14,539 
|                                                                                           |  |                         |         
|Cash at Beginning of Period                                                                |  |                         | 15,282  
|Cash at End of Period                                                                      |  | $                       | 743     





The accompanying notes are an integral part
of these financial statements





24








Southeastern Holdings, Inc.

Statement of Stockholders' Equity





|                               |  | Common Stock     |            |  | Preferred Stock Class
    A |   |       | Preferred Stock Class
    B |  |  |            |  |  |                  |       |  |        | 
|------------------------------ |  | ---------------- | ---------- |  | --------------------------- | - | ----- | --------------------------- |  |  | ---------- |  |  | ---------------- | ----- |  | ------ | 
|                               |  | Number of Shares |            |  | Amount                      |   |       | Number of Shares            |  |  | Amount     |  |  | Number of Shares |       |  | Amount | 
|                               |  |                  |            |  |                             |   |       |                             |  |  |            |  |  |                  |       |  |        | 
|Balance, December 31, 2014     |  |                  | 2,000,000  |  |                             | $ | 200   |                             |  |  | 10,000,000 |  |  | $                | 1,000 |  |        | 
|                               |  |                  |            |  |                             |   |       |                             |  |  |            |  |  |                  |       |  |        | 
|Conversion to common stock     |  |                  | 22,768,273 |  |                             |   | 2,277 |                             |  |  | –          |  |  |                  | –     |  |        | 
|Stock issued for services      |  |                  | 350,000    |  |                             |   | 35    |                             |  |  | –          |  |  |                  | –     |  |        | 
|Net
    loss                   |  |                  | –          |  |                             |   | –     |                             |  |  | –          |  |  |                  | –     |  |        | 
|Balance, December 31, 2015     |  |                  | 25,118,273 |  |                             |   | 2,512 |                             |  |  | 10,000,000 |  |  |                  | 1,000 |  |        | 
|                               |  |                  |            |  |                             |   |       |                             |  |  |            |  |  |                  |       |  |        | 
|Stock issued for services      |  |                  | 14,881,727 |  |                             |   | 1,488 |                             |  |  | –          |  |  |                  | –     |  |        | 
|Net
    loss                   |  |                  | –          |  |                             |   | –     |                             |  |  | –          |  |  |                  | –     |  |        | 
|Balance, December 31,
    2016 |  |                  | 40,000,000 |  |                             | $ | 4,000 |                             |  |  | 10,000,000 |  |  | $                | 1,000 |  |        | 





The accompanying notes are an integral part
of these financial statements





25






SOUTHEASTERN HOLDINGS, INC.

Notes to the Consolidated Financial Statements

As of and for the Years Ended December 31,
2016 and 2015

(Audited)





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



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



On September 22, 2016, the Company formed
two wholly owned subsidiaries, SLS Industrial, Inc and Southeastern Holdings, Inc. (both Delaware corporations).



On September 30, 2016, the Company merged
with SLS Industrial, Inc., which became the surviving entity. SLS Industrial, Inc. and Southeastern Holdings, Inc. then restructured
to a Delaware holdings structure, in which SLS Industrial, Inc., became a wholly owned subsidiary of Southeastern Holdings, Inc.
The Companies restructured under a plan of merger and reorganization, in which the then-outstanding 25,118,273 shares of common
stock, 10,000,000 shares of Class A Preferred Stock and 0 shares of Class B Preferred Stock would ultimately translate 1 for 1
to the same interests in Southeastern Holdings, Inc.



On December 1, 2016, the Company spun off
its wholly owned subsidiary, SLS Industrial, Inc., along with its assets and liabilities, leaving Southeastern Holdings, Inc. as
the only surviving entity. Immediately prior to the date of the spin-off, the subsidiary held fully impaired intellectual property
and owed net liabilities of $527,270, comprised of $415,000 of convertible debt, $30,178 of accrued unpaid interest on that debt
and $82,092 of accounts payable pertaining to professional fees. The Company effected the spinoff by transferring its entire equity
interest in SLS Industrial, Inc. in exchange for assuming $40,000 of the outstanding accounts payable and issuing payment of $1,000
cash to the buyer. As a result, the Company recognized a debt extinguishment gain of $486,270 in 2016.



The Company, Southeastern Holdings, Inc.,
is currently pursuing new business opportunities.



Fiscal year -The Company employs
a fiscal year ending December 31.



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



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



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



Cash and Cash Equivalents



The Company considers all highly liquid
investments with an original maturity of three months or less as cash equivalents. As of December 31, 2016 and 2015, the Company
had cash and cash equivalents of $743 and $15,282, respectively.



Cash Flows - During the year period ending
December 31, 2016, the Company primarily utilized cash proceeds from an unsecured short term loan to fund its operations.



Cash flows used by operations for the period
ended December 31, 2016 and 2015 were $40,095 and $258,212, respectively.











26






SOUTHEASTERN HOLDINGS, INC.

Notes to the Consolidated Financial Statements

As of and for the Years Ended December 31,
2016 and 2015

(Audited)





Impairment of Long-life Assets



In accordance with ASC Topic 360, the Company
reviews its long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances
indicate that the carrying amounts of the assets may not be fully recoverable. If the total of the expected undiscounted future
net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and
carrying amount of the asset. No impairment was deemed necessary as of December 31, 2015. However, as discussed in Note 1, the
Company subsequently determined that the patent sublicense was completely impaired, resulting in impairment expense of $1,562 for
2016.



Intangible Assets, Patents



During the second quarter of 2014 fiscal
year the Company acquired the exclusive license rights and intellectual property for the patent of the Kone General device which
expires July 2022. As payment for the license rights the company agreed to issue 22,768,273 shares of class B preferred, nonvoting
shares to the shareholders of the original license holders “Superior Traffic Controls”. The Company accounts for its
patent sub-license in accordance with ASC 350-30-30 “Intangibles – goodwill and other” and 805-50-30 and 805-50-15
related to “Business Combinations” by recognizing the fair value to the amount paid by the company for the asset at
the time of purchase. Since Safe Lanes Systems has a limited operating history management determined to use par value as the value
recognized for the transaction. Since the patent has a predetermined, finite life span, the cost of the asset will be recognized
on a straight line basis over the remaining life of the patent. In addition, each period the Company will evaluate the intangible
asset for impairment. As of December 31, 2015 no impairment was deemed necessary. However, as of December 31, 2016, the Company
determined the patent sublicense was completely impaired. Balances pertaining to the patent sublicense as of December 31, 2016
and 2015 were as follows:



|                               |  | December 31, 2016 |   |  | December 31, 2015 |  
|------------------------------ |  | ----------------- | - |  | ----------------- | -
|Patents                        |  | $                 | – |  |                   | $
|Less: Accumulated Amortization |  |                   | – |  |                   |  
|                               |  | $                 | – |  |                   | $



Amortization expense for the year ended
December 31, 2016 and 2015 was $149 and $298 respectively.



Accounts payable and accrued liabilities



Accounts payable and accrued liabilities
consisted of accrued interest of $0 and $14,942 at December 31, 2016 and December 31, 2015, respectively. Accounts payable and
accrued expenses pertaining to professional fees totaled $35,219 and $1,080 as of December 31, 2016 and 2015, respectively.



As of December 31, 2016 and 2015, accrued
expenses were $1,011 and $0, respectively and consisted of Delaware franchise taxes and various other fees and penalties associated
with the late filings.



During 2016 and 2015, the CEO advanced
$4,056 and $0, respectively for professional fees on behalf of the Company, resulting in related party advances due to the CEO
in the amounts of $4,056 and $0 as of December 31, 2016 and 2015, respectively.



Unsecured, short-term notes payable



The Company received funding in the form
of an informal loan from the original holder of the license to the Kone-General patent loan license agreement in the year ending
December 31, 2013. The company formalized an unsecured, short-term note at 4% from this group in the second quarter of 2014. As
of December 31, 2015 the Company had received total funding of $395,000 and through December 31, 2016 the Company received an additional
$20,000 in funding on this loan for a total of $415,000. The company recognized $12,178 in interest expense related to these loans
in the year ended December 31, 2016. These notes, totaling $415,000, were due to be repaid December 31, 2016 but were not repaid
at that time.



Immediately prior to the date of the spin-off,
the subsidiary held fully impaired intellectual property and owed net liabilities of $527,270, including $415,000 of this unsecured
convertible debt and $30,178 of accrued unpaid interest on the notes. The Company effected the spinoff by transferring its entire
equity interest in SLS Industrial, Inc. in exchange for assuming $40,000 of the outstanding accounts payable and issuing payment
of $1,000 cash to the buyer. As a result, the Company recognized a total debt extinguishment gain of $486,270 in 2016.











27






SOUTHEASTERN HOLDINGS, INC.

Notes to the Consolidated Financial Statements

As of and for the Years Ended December 31,
2016 and 2015

(Audited)





Convertible Notes Payable



In July 2016, the Company entered into
$7,500 of convertible notes, of which $1,500 were held by the CEO and $6,000 by the CEO’s friends and family. These notes
bear interest at 10% per annum, with accrual of interest commencing after December 31, 2016 and mature on December 31, 2018. The
agreement define a trigger event as the sale of preferred stock at a stated value of $100,000 and a material funding as $500,000.
Terms of the note permit the noteholders to convert the debt into 4.026% of the Company’s then-outstanding common stock any
time between the trigger event and a material funding. Any time on or after maturity, the noteholders may either call the debt
or elect to continue holding the debt at the 10% annual interest rate.



The Company evaluated the possibility that
a beneficial conversion feature or derivative liability may exist on these notes and concluded that the Company’s stock value
would render both features worthless or trivial and therefore did not record a beneficial conversion feature or derivative liability.



In December 2016, the Company issued payment
for $6,000 of these notes, leaving an outstanding balance of $1,500 due to the CEO as of December 31, 2016. As of and for the year
ended December 31, 2016, accrued interest and interest expense on these convertible notes was $0 and $0, all respectively.



Stockholders’ Equity



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



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



Upon execution of a patent sublicense agreement
the Company issued 22,768,273 shares of its class B preferred convertible stock to a trustee on behalf of shareholders of the original
license agreement. These shares were convert into regular common stock when the company registering the underlying shares with
the SEC and listing of the shares on a recognized exchange. During the year ended December 31, 2015 all of these shares were retired
and common shares were issued on a 1 to 1 basis to replace them.



During the fourth quarter of 2015, the
Company issued 350,000 shares of common stock to various individuals in consideration of their services rendered in support of
the Company resulting in the company recognizing compensation expense of $35 based upon the declared par value of the Company’s
common stock since there has been no market price sale of the Companies stock as of this point.



In the third quarter of 2016 the Company
issued 14,881,727 shares to a trust to be disbursed at the trustee’s direction as insurance in lieu of purchasing D&O
insurance. As the Company has issued no stock for cash, the Company’s assets are inconsequential and there is no active market
for this stock, the Company determined that the stock’s value is inconsequential and valued the transaction based upon par
value of $.0001 per share, resulting in general and administrative expense of $1,488 during 2016.



Professional and contractor expenses



Professional and contractor expenses consisted
of $48,600 and $59,400, respectively, of contract management fees for the years ended December 31, 2016 and 2015, respectively.
The remaining $63,429 and $183,558, respectively, for the years ended December 31, 2016 and 2015 were related to other professional
services.



Stock Based Compensation



The Company accounts for share-based payments
pursuant to ASC 718, “Stock Compensation” and, accordingly, the Company records compensation expense for share-based
awards based upon an assessment of the grant date fair value for stock. In the year ended December 31, 2015 all shares awarded
were valued at par value.









28






SOUTHEASTERN HOLDINGS, INC.

Notes to the Consolidated Financial Statements

As of and for the Years Ended December 31,
2016 and 2015

(Audited)





Stock compensation expense for stock options
is recognized over the vesting period of the award or expensed immediately under ASC 718 when stock is given for previous service
without further recourse.



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



|                                       |  | December 31, 2016 |            |  | December 31, 2015 |  
|-------------------------------------- |  | ----------------- | ---------- |  | ----------------- | -
|Stock Issued                           |  |                   | 14,881,727 |  |                   |  
|Total Share-Based Compensation Expense |  | $                 | 1,488      |  |                   | $



Management determined that the value of
the stock was negligible, given no historical stock sales, no significant assets and the lack of a market for its common stock,
and therefore used the par value of $0.0001 to determine stock compensation expense.



Income Tax



Income taxes are accounted for under the
asset and liability method of ASC 740. Deferred tax assets and liabilities are recognized for net operating loss and other credit
carry forwards and the future tax consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which the tax effect of transactions are expected to be realized.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the
year that includes the enactment date.



Deferred tax assets are reduced by a full
valuation allowance since it is more likely than not that the amount will not be realized. Deferred tax assets and liabilities
are classified as current or noncurrent based on the classification of the underlying asset or liability giving rise to the temporary
difference or the expected date of utilization of the carry forwards.



The Company calculates taxes using a blended
tax rate of 34%. A summary of deferred tax assets is as follows:



|                                  |  | As of December 31, |         
|--------------------------------- |  | ------------------ | --------
|                                  |  | 2016               |         
|Deferred Tax Assets:              |  |                    |         
|Net operating losses              |  | $                  | 254,722 
|Deferred Tax Liabilities:         |  |                    |         
|Depreciation, amortization, other |  |                    | –       
|Deferred tax asset                |  |                    | 254,722 
|Less: valuation allowance         |  |                    | (254,722
|Deferred tax asset, net           |  |                    | –       



The Company did not file its Delaware franchise
taxes for 2016, resulting in penalties and interest of $211. These are reflected in the accrued expense balance of $1,011 as of
December 31, 2016.



Gain on Extinguishment of Debt



Immediately prior to the spin-off on December
1, 2016, the subsidiary held fully impaired intellectual property and owed net liabilities of $527,270, comprised of $415,000 of
convertible debt, $30,178 of accrued unpaid interest on that debt and $82,092 of accounts payable pertaining to professional fees.
The Company effected the spinoff by transferring its entire equity interest in SLS Industrial, Inc. in exchange for assuming $40,000
of the outstanding accounts payable and issuing payment of $1,000 cash to the buyer. As a result, the Company recognized a debt
extinguishment gain of $486,270 in 2016, as follows:



|Accounts payable               |  | $ | 42,092  |  
|------------------------------ |  | - | ------- | -
|Short-term unsecured notes     |  |   | 415,000 |  
|Accrued interest on notes      |  |   | 30,178  |  
|Total liabilities transferred  |  |   | 487,270 |  
|Less: cash paid                |  |   | (1,000  | )
|Gain on extinguishment of debt |  | $ | 486,270 |  









29






SOUTHEASTERN HOLDINGS, INC.

Notes to the Consolidated Financial Statements

As of and for the Years Ended December 31,
2016 and 2015

(Audited)





Net Income (Loss) per share



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



Revenue Recognition



Revenue is generated from the sale of its
product and is recognized on an accrual basis as earned once the product is shipped and collection has occurred. The company has
only had one sale which was processed through the e-commerce site amazon.com. When the sale was completed through their platform,
payment was received and the product was shipped. Upon shipment the revenue was recognized.



Revenue from licensing services is recognized
when the obligations to the client are fulfilled which is determined when particular milestones in the contract are achieved. Revenue
from Seminar fees is related to one day seminars and is recognized as earned at the completion of the seminar. All revenue is measured
at fair value.



Financial Instruments



The carrying amounts of cash and current
assets and liabilities approximate fair value because of the short-term maturity of these items. These fair value estimates are
subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision.
Changes in assumptions could significantly affect these estimates. Available for sale securities are recorded at current market
value as of the date of the report.



Going Concern and Management’s
Plans



As shown in the accompanying financial
statements as of December 31, 2016, the Company had cash reserves of only $743, an accumulated deficit of $46,844, no history of
generating revenue, and has incurred substantial operating losses, net of any non-cash GAAP- basis gains, such as extinguishment
of debt.



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



Recent Accounting Pronouncements



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



Related Party Transactions



The Company pays its Chief Executive Officer,
Paul Dickman through Mr. Dickman’s consulting company, Breakwater Finance, LLC. For the year ended December 31, 2016 and
December 31, 2015, management and accounting fees were $48,600 and $59,400 respectively.



During 2016 and 2015, the Company paid
$8,000 and $0, respectively, in consulting fees to a relative of the CEO for developing various aspects of the Company’s
business model and product.











30






SOUTHEASTERN HOLDINGS, INC.

Notes to the Consolidated Financial Statements

As of and for the Years Ended December 31,
2016 and 2015

(Audited)





During 2016 and 2015, the CEO advanced
the Company $4,056 and $0, respectively, for accrued advances due to him of $4,056 and $0 as of December 31, 2016 and 2015, respectively.



Mr. Dickman, who is also a greater-than-5%
shareholder, holds 10,000,000 shares of Class A Supervoting preferred stock, which effectively entitles him to at least 60% of
voting interests in any common shareholder vote.



Subsequent Events



In January 2018, the Company issued 125,000
shares of unrestricted stock to a consultant for professional services rendered.



Management has evaluated subsequent events
through the date of this filing, noting that there were no other material events requiring disclosure or adjustment.

















31






EXHIBIT ONE



SAFE LANES SYSTEM

FINAL FINANCIAL STATEMENT AS OF SEPTEMBER
30, 2016























32






PART I - FINANCIAL INFORMATION

Item 1. Financial Statements



Safe Lane Systems, Inc.

Balance Sheet





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





See accompanying notes to financial statements.





33









Safe Lane Systems, Inc.

Statement of Operations

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









|                                                     |  | Three Months Ended September 30 |            |   | Nine Months Ended September 30 |  
|---------------------------------------------------- |  | ------------------------------- | ---------- | - | ------------------------------ | -
|                                                     |  | 2016                            |            |   | 2015                           |  
|                                                     |  | Restated                        |            |   |                                |  
|Ordinary Income/Expense                              |  |                                 |            |   |                                |  
|                                                     |  |                                 |            |   |                                |  
|Revenue                                              |  | $                               | –          |   |                                | $
|Total Revenue                                        |  |                                 | –          |   |                                |  
|                                                     |  |                                 |            |   |                                |  
|Expense                                              |  |                                 |            |   |                                |  
|General & administrative expense                     |  |                                 | 2,868      |   |                                |  
|Impairment expense                                   |  |                                 | –          |   |                                |  
|Professional & contract expense                      |  |                                 | 20,400     |   |                                |  
|Total Expense                                        |  |                                 | 23,268     |   |                                |  
|                                                     |  |                                 |            |   |                                |  
|Net Income/(Loss) from Operations                    |  |                                 | (23,268    | ) |                                |  
|                                                     |  |                                 |            |   |                                |  
|Other Income/Expense                                 |  |                                 |            |   |                                |  
|Interest income                                      |  |                                 | –          |   |                                |  
|Amortization expense                                 |  |                                 | –          |   |                                |  
|Interest expense                                     |  |                                 | 4,184      |   |                                |  
|Total Other Income/Expense                           |  |                                 | 4,184      |   |                                |  
|                                                     |  |                                 |            |   |                                |  
|Net Income/(Loss)                                    |  | $                               | (27,452    | ) |                                | $
|                                                     |  |                                 |            |   |                                |  
|Net Income/(Loss) per share (basic and diluted)      |  | $                               | (0.00      | ) |                                | $
|                                                     |  |                                 |            |   |                                |  
|Weighted average number of common shares outstanding |  |                                 | 24,768,273 |   |                                |  





See accompanying notes to financial statements.





34









Safe Lane Systems, Inc.

Statement of Cash Flow

For the Nine Months Ended
September 30, 2016 and 2015 (Unaudited)





|                                                                                             |  | Nine Months Ended |         
|-------------------------------------------------------------------------------------------- |  | ----------------- | --------
|                                                                                             |  | 2016              |         
|                                                                                             |  | Restated          |         
|Cash Flows From Operating Activities                                                         |  |                   |         
|Net Income                                                                                   |  | $                 | (101,524
|                                                                                             |  |                   |         
|Adjustments to reconcile net income to net cash provided by (used for) operating activities: |  |                   |         
|Amortization                                                                                 |  |                   | 148     
|Impairment of intangible asset                                                               |  |                   | 1,562   
|Stock Based Compensation                                                                     |  |                   | –       
|Changes in operating Assets and Liabilities:                                                 |  |                   |         
|Accounts payable                                                                             |  |                   | 41,012  
|Accrued expense                                                                              |  |                   | 11,308  
|Accrued interest expense                                                                     |  |                   | 12,462  
|Net Cash Provided by (used for) Operating Activities                                         |  |                   | (34,911 
|                                                                                             |  |                   |         
|Cash Flows from Investing Activities:                                                        |  |                   | –       
|                                                                                             |  |                   |         
|Cash Flow from Financing Activities:                                                         |  |                   |         
|Superior Traffic Controls Loan                                                               |  |                   | 20,000  
|Short Term Loan                                                                              |  |                   | 7,500   
|Net cash provided by Financing Activities                                                    |  |                   | 27,500  
|                                                                                             |  |                   |         
|Net Increase (Decrease) in Cash                                                              |  |                   | (7,411  
|Cash at Beginning of Period                                                                  |  |                   | 15,282  
|Cash at End of Period                                                                        |  | $                 | 7,871   







See accompanying notes to financial statements.



35







SAFE LANES SYSTEMS, INC.



NOTES TO THE FINANCIAL STATEMENTS

September 30, 2016





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



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



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



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



Cash and Cash Equivalents



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



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



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



Impairment of Long-life Assets



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



Intangible Assets, Patents



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



At the conclusion of each reporting period
the patent is evaluated for impairment. As of September 30, 2016 due to the lack of sales and determining that incomplete engineering
plans were provided the Company determined it should impair the entire remaining value of the intangible asset and at that time
the remaining value was of $1,562 was written off to impairment expense.







36









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



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



Accounts payable and accrued liabilities



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



Unsecured, short-term notes payable



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



Convertible, long-term notes payable



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



Stockholders’ Equity



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



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



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



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









37







Professional and contractor expenses



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



|                            |  | September 30, 
2016 |        |  | September 30,
 2015 |  
|--------------------------- |  | ------------------- | ------ |  | ------------------- | -
|Contract Management Fees    |  | $                   | 48,600 |  |                     | $
|Other Professional Services |  |                     | 35,110 |  |                     |  
|                            |  | $                   | 83,710 |  |                     | $



Use of Estimates



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



Stock Based Compensation



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



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



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



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



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



Stock option activity was as follows:



|                              |  | Number ofShares |            |  | Weighted AverageExercise Price ($) | 
|----------------------------- |  | --------------- | ---------- |  | ---------------------------------- | 
|                              |  |                 |            |  |                                    | 
|Balance at December 31, 2014  |  |                 | 10,000,000 |  |                                    | 
|Granted                       |  |                 | 0          |  |                                    | 
|Exercised                     |  |                 | 0          |  |                                    | 
|Forfeited or expired          |  |                 | 0          |  |                                    | 
|Balance at December 31, 2015  |  |                 | 10,000,000 |  |                                    | 
|Granted                       |  |                 | 0          |  |                                    | 
|Exercised                     |  |                 | 0          |  |                                    | 
|Forfeited or expired          |  |                 | 0          |  |                                    | 
|Balance at September 30, 2016 |  |                 | 10,000,000 |  |                                    | 







38







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



|Weighted average contractual remaining term - options outstanding |  |   | 0.0 years  | 
|----------------------------------------------------------------- |  | - | ---------- | 
|Aggregate intrinsic value - options outstanding                   |  |   | –          | 
|Warrants exercisable                                              |  |   | 10,000,000 | 
|Weighted average exercise price - options exercisable             |  | $ | 0.20       | 



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



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



Income Tax



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



Fiscal year



The Company employs a fiscal year ending December 31.



Net Income (Loss) per share



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



Revenue Recognition



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



Financial Instruments



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



Going Concern and Managements’ Plans



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



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



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









39








Recent Accounting Pronouncements



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



Related Party Transactions



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



Subsequent Events



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





40






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



Not Applicable.



ITEM 9A. CONTROLS AND PROCEDURES



EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES



We maintain a system of disclosure controls
and procedures (as defined in Securities Exchange Act Rules 13a–15(e) and 15d–15(e)) that is designed to provide reasonable
assurance that information that is required to be disclosed is accumulated and communicated to management timely.



As required by SEC Rule 15d-15(b), our
Chief Executive Officer and our Chief Financial Officer carried out an evaluation under the supervision and with the participation
of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange
Act Rule 15d-14 as of the end of the period covered by this report.



Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not effective in timely alerting
them to material information required to be disclosed in the our periodic filings with the SEC. The determination the disclosure
controls and procedures are note effective, was based upon the factors disclosed below that have lead management to determine that
its internal control over financial reporting are not effective.



Management’s Annual Report On Internal Control Over
Financial Reporting



Our management, including the Chief Executive
Officer and Chief Financial Officer is responsible for establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), is a process designed by, or under the supervision
of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:



| | • |  | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;                                                                                                                                                                       
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • |  | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
| | • |  | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use of disposition of our assets that could have a material effect on the financial statements.                                                                                                                   



Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. 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. All internal control systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement
preparation and presentation.



Our management assessed the effectiveness
of our internal control over financial reporting as of December 31, 2016. Based on this assessment, management believes that as
of December 31, 2016, our internal control over financial reporting is not effective based on those criteria.



Specifically, management’s evaluation
identified the following material weaknesses, which existed as of December 31, 2016:



| | (1) | Financial Reporting Systems: We did not maintain a fully integrated financial consolidation and
reporting system throughout the period and as a result, extensive manual analysis, reconciliation and adjustments were required
in order to produce financial statements for external reporting purposes.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Segregation of Duties: We do not currently have a sufficient complement of technical accounting
and external reporting personal commensurate to support standalone external financial reporting under public company or SEC requirements.
Specifically, the Company did not effectively segregate certain accounting duties due to the small size of its accounting staff,
and maintain a sufficient number of adequately trained personnel necessary to anticipate and identify risks critical to financial
reporting and the closing process. In addition, there were inadequate reviews and approvals by the Company’s personnel of
certain reconciliations and other processes in day-to-day operations due to the lack of a full complement of accounting staff.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------











41






We believe that our weaknesses in internal
control over financial reporting and our disclosure controls relate in part to the fact that we are a small reporting business
with limited personnel. Management and the Board of Directors believe that the Company would need to allocate additional human
and financial resources to address these matters, which at this time the Company does not have the financial capability to remediate.
Management can give no assurances that it will ever be able to remediate such material weaknesses.



This annual report does not include an
attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary
rules of the SEC to provide only management’s report in this annual report.



Changes in Internal Control Over Financial
Reporting



During our most recent fiscal quarter,
there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the
Securities Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.



ITEM 9B. OTHER INFORMATION



None.















42






PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE



DIRECTORS AND EXECUTIVE OFFICERS



BOARD OF DIRECTORS AND EXECUTIVE OFFICERS



|Name            | Age | Position                                                                           | Term  
|--------------- | --- | ---------------------------------------------------------------------------------- | ------
|                |     |                                                                                    |       
|Paul D. Dickman | 37  | Chief Executive Officer, President, Chief Financial Officer, Director and Chairman | Annual



Our officers are elected by the board of
directors at the first meeting after each annual meeting of our stockholders and hold office until their successors are duly elected
and qualified under our bylaws.



The directors named above will serve until
the next annual meeting of our stockholders. Thereafter, directors will be elected for one-year terms at the annual stockholders'
meeting. Officers will hold their positions at the pleasure of the board of directors absent any employment agreement. There is
no arrangement or understanding between our directors and officers and any other person pursuant to which any director or officer
was or is to be selected as a director or officer.



BIOGRAPHICAL INFORMATION



PAUL D. DICKMAN, CHIEF EXECUTIVE OFFICER,
PRESIDENT, CHIEF FINANCIAL OFFICER DIRECTOR AND CHAIRMAN OF THE BOARD SINCE INCEPTION (SEPTEMBER 10, 2013)



Paul D. Dickman, age 37, started his career
in retail sales and then developed his expertise in the accounting profession through his work as an auditor and consultant with
several large, regional public accounting firms. He started his career with Cherry Bekaert & Holland in Greenville, SC, where
he was employee from 2003 to 2005. He then worked for Hein and Associates, LLP from 2005 through 2008. From 2008 to 2010 he worked
for the commercial real estate investment firm, Northstar Commercial Partners, LLC as a property/project manager. Mr. Dickman,
started his own professional service firm in 2010 with a focus on assisting small private companies raise capital and manage the
transition from being privately owned to publicly owned and traded.



Paul Dickman graduated with a Bachelor
of Science degree in Financial Management from Bob Jones University before completing his CPA certification in 2005 in South Carolina.
In addition to studying finance and accounting, he received a minor in Communications and was highly involved in scholastic debate
throughout his educational years.



Mr. Dickman has served as the Chief Financial
Officer for the publicly traded company Chineseinvestors.com, Inc. from 2009 through 2014, during which time they raised over $10,000,000
in equity investment. He re-assumed the position in 2017 and has held it through the present.



CONFLICTS OF INTEREST – GENERAL.



Our directors and officers are, or may
become, in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged
in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things, time, efforts and
corporation opportunity, involved in participation with such other business entities. While the officers and directors of our business
are engaged full time in our business activities, the amount of time they devote to other business may be up to approximately 30
hours per week.



CONFLICTS OF INTEREST – CORPORATE
OPPORTUNITIES



Certain of our officers and directors may
be directors and/or principal stockholders of other companies and, therefore, could face conflicts of interest with respect to
potential acquisitions. In addition, our officers and directors may in the future participate in business ventures, which could
be deemed to compete directly with us. Additional conflicts of interest and non-arms length transactions may also arise in the
future in the event our officers or directors are involved in the management of any firm with which we transact business. Our Board
of Directors has adopted a policy that we will not seek a merger with, or acquisition of, any entity in which management serve
as officers or directors, or in which they or their family members own or hold a controlling ownership interest. Although the Board
of Directors could elect to change this policy, the Board of Directors has no present intention to do so. In addition, if we and
other companies with which our officers and directors are affiliated both desire to take advantage of a potential business opportunity,
then the Board of Directors has agreed that said opportunity should be available to each such company in the order in which such
companies registered or became current in the filing of annual reports under the Exchange Act subsequent to January 1, 2013.









43






Our officers and directors may actively
negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or in connection with, a proposed
merger or acquisition transaction. It is anticipated that a substantial premium over the initial cost of such shares may be paid
by the purchaser in conjunction with any sale of shares by our officers and directors which is made as a condition to, or in connection
with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to our officers and directors
to acquire their shares creates a potential conflict of interest for them in satisfying their fiduciary duties to us and our other
stockholders. Even though such a sale could result in a substantial profit to them, they would be legally required to make the
decision based upon the best interests of us and our other stockholders, rather than their own personal pecuniary benefit.



CODE OF ETHICS



Due to the limited scope of our current
operations, we have not adopted a corporate code of ethics that applies to our principal executive officer, principal accounting
officer, or persons performing similar function.



ITEM 11. EXECUTIVE COMPENSATION



The following table sets forth certain
information concerning compensation paid by the Company to its sole officer for the fiscal years ended December 31, 2015, 2014
and 2013 (the "Named Executive Officers"):



SUMMARY EXECUTIVES COMPENSATION TABLE



In Dollars



|Name &
    Position                              |  | Year |  | Contract
                                         Payments ($) |  | Bonus ($) |  | Stock
                                         awards ($) |  | Option
                                         awards ($) |  | Non-equity
                                         incentive plan compensation ($) |  | Non-qualified
                                         deferred compensation earnings ($) |  | All
                                         other compensation ($) |  | Total ($) |       
|------------------------------------------------ |  | ---- |  | -------------------------------------------------------------- |  | --------- |  | --------------------------------------------------------- |  | ---------------------------------------------------------- |  | ----------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------- |  | --------- | ------
|                                                 |  |      |  |                                                                |  |           |  |                                                           |  |                                                            |  |                                                                                     |  |                                                                                           |  |                                                                     |  |           |       
|Paul D. Dickman, CEO, President, Chairman (1)(2) |  | 2016 |  | 20,000                                                         |  | –         |  | –                                                         |  | –                                                          |  | –                                                                                   |  | –                                                                                         |  | –                                                                   |  | $         | 20,000
|                                                 |  | 2015 |  | 60,000                                                         |  | –         |  | 35                                                        |  | –                                                          |  | –                                                                                   |  | –                                                                                         |  | –                                                                   |  | $         | 60,000
|                                                 |  | 2014 |  | 60,000                                                         |  | –         |  | –                                                         |  | –                                                          |  | –                                                                                   |  | –                                                                                         |  | –                                                                   |  | $         | 60,000



(1) Safe Lane Systems, Inc., the original
reporting entity, was incorporated on September 10, 2013. As Founder, Mr. Dickman received 10,000,000 shares of Class “A”
Preferred Super Majority Voting shares at par value of $0.0001 par value.



(2) The $1,000 stock award to Mr. Dickman
of 10,000,000 shares of Class "A" Preferred Super Majority Voting shares were calculated based upon the aggregate grant
date fair value computed in accordance with FASB ASC Topic 718 per disclosure on the 12/31/13 audited financial statements, notes
to the financial statements, "Statement of Stockholders' Equity (Deficit).  These Class “A” Preferred shares
represent no underlying ownership of the Company itself, and are solely a voting interest in the Company, bear no dividends, and
have no market value as none of our shares, preferred or common are traded in any venue, therefore they were valued based upon
the stated value within the certificate of designation approved by our Company board.



EMPLOYMENT AND CONSULTING AGREEMENTS



We have employment/consultant agreements
as of April 9, 2015, with our key officers, as listed below. Described below are the compensation packages our Board approved for
our executive officers. The compensation agreements were approved by our board based upon recommendations conducted by the board.











44










|                |  |                                       |  |   |                     |     |  | Stock Warrants
|--------------- |  | ------------------------------------- |  | - | ------------------- | --- |  | --------------
|Name            |  | Position                              |  |   | Annual Compensation |     |  | Vested        
|                |  |                                       |  |   |                     |     |  |               
|Paul D. Dickman |  | CEO, President, Director and Chairman |  | $ | 60,000              | (1) |  | 0             





Employment Contracts and Termination
of Employment and Change-in-Control Arrangements



There are employment contracts, compensatory
plans or arrangements, including payments to be received from us, with respect to any of our directors or executive officers which
would in any way result in payments to any such person because of his or her resignation, retirement or other termination of employment
with us. These agreements do not provide for payments to be made as a result of any change in control of us, or a change in the
person's responsibilities following such a change in control.



DIRECTOR COMPENSATION



All of the Company’s officers and/or
directors will continue to be active in other companies. All officers and directors have retained the right to conduct their own
independent business interests.



The Company does not
pay any Directors fees for meeting attendance.



The following table sets forth certain
information concerning compensation paid to the Company’s directors during the years ended December 31, 2015 and 2014:





|Name            | Year | Fees
        earned or paid in cash
        ($) | Stock
        awards
        ($) | Option awards ($) | Non-equity incentive plan compensation ($) | Non-qualified
        deferred compensation earnings
        ($) | All other compensation ($) | Total
        ($)
|--------------- | ---- | ----------------------------------------------- | -------------------------------- | ----------------- | ------------------------------------------ | ---------------------------------------------------------------- | -------------------------- | -----------------
|                |      |                                                 |                                  |                   |                                            |                                                                  |                            |                  
|Paul D. Dickman | 2016 | $-0-                                            | $-0-                             | $-0-              | $-0-                                       | $-0-                                                             | $-0-                       | $-0-             
|                | 2015 | $-0-                                            | $-0-                             | $-0-              | $-0-                                       | $-0-                                                             | $-0-                       | $-0-             



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR
END



The following table sets forth certain
information concerning outstanding equity awards held by the Chief Executive Officer, Chief Financial and the Company’s most
highly compensated executive officers for the fiscal year ended December 31, 2015 (the "Named Executive Officers"):





|                                             | Option Awards                                                            | Stock awards                                                              
|-------------------------------------------- | ------------------------------------------------------------------------ | --------------------------------------------------------------------------
|Name                                         | Number of securities underlying unexercised warrants
    (#) exercisable | Number of securities underlying unexercised warrants
    (#) unexercisable
|Paul D. Dickman, CEO, President and Chairman | 0                                                                        | 0                                                                         











45






ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS



The following tables set forth certain
information regarding beneficial ownership of our common stock, as of December 31, 2015, by:



| | · | each person who is known by Southeastern Holdings, Inc. to own beneficially more than 5% of the
Company's outstanding common stock,
| | - | -----------------------------------------------------------------------------------------------------------------------------------

| | · | each of the Company's named executive officers and directors, and
| | - | -----------------------------------------------------------------

| | · | all executive officers and directors as a group.
| | - | ------------------------------------------------



Shares of common stock not outstanding
but deemed beneficially owned by virtue of the right of an individual to acquire the shares of common stock within 60 days are
treated as outstanding only when determining the amount and percentage of common stock owned by such individual. Except as noted
below the table, each person has sole voting and investment power with respect to the shares of common stock shown.



OFFICERS AND DIRECTORS



|Title of Class | Name of Beneficial Owner (1)                                | Amount and Nature of Beneficial Owner | Percent of Class (2)
|-------------- | ----------------------------------------------------------- | ------------------------------------- | --------------------
|               |                                                             |                                       |                     
|Common shares  | Paul D. Dickman, CEO, President, Director and Chairman      | 24,768,273                            | 62%                 
|               |                                                             |                                       |                     
|               |                                                             |                                       |                     
|Common shares  | All Directors and Executive Officers as a Group (2 persons) | 24,768,273                            | 62%                 



| | (1) | The address of each person listed above, unless otherwise indicated, is c/o Southeastern Holdings,
Inc., 19 Old Town Square, Suite #238, Fort Collins, CO 80524.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Based upon 40,000,000 shares issued and outstanding on a fully diluted basis and conversion of
the Class “B” Preferred Convertible Non-Voting Stock.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------



GREATER THAN 5% STOCKHOLDERS



|Title of Class | Name of Beneficial Owner                         | Amount and Nature of Beneficial Owner | Percent of Class (1)
|-------------- | ------------------------------------------------ | ------------------------------------- | --------------------
|Common shares  | Paul D. Dickman, CEO, President and Chairman (2) | 24,768,273                            | 62%                 
|               |                                                  |                                       |                     



| | (1) | Based upon 40,000,000 shares issued and outstanding on a fully diluted basis.
| | --- | -----------------------------------------------------------------------------



Rule 13d-3 under the Securities Exchange
Act of 1934 governs the determination of beneficial ownership of securities. That rule provides that a beneficial owner of a security
includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security.
Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the right to acquire beneficial ownership
of such security within sixty days, including through the exercise of any option, warrant or conversion of a security. Any securities
not outstanding which are subject to such warrants or conversion privileges are deemed to be outstanding for the purpose of computing
the percentage of outstanding securities of the class owned by such person. Those securities are not deemed to be outstanding for
the purpose of computing the percentage of the class owned by any other person.



No shareholders meetings were held in the
last fiscal year.











46






ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE



Other than the stock transactions discussed
above, we have not entered into any transaction nor are there any proposed transactions in which any founder, director, executive
officer, significant shareholder of our Company or any member of the immediate family of any of the foregoing had or is to have
a direct or indirect material interest.



No person who may, in the future, be considered
a promoter of this offering, will receive or expect to receive assets, services or other considerations from us except those persons
who are our salaried employees or directors. No assets will be, nor expected to be, acquired from any promoter on behalf of us.
We have not entered into any agreements that require disclosure to the shareholders.



We have employment agreements as of April
9, 2015, with our key officers, as listed below. Described below are the compensation packages our Board approved for our executive
officers. The compensation agreements were approved by our board based upon recommendations conducted by the board.



|                |  |                             |  |                     |  | Stock Warrants
|--------------- |  | --------------------------- |  | ------------------- |  | --------------
|Name            |  | Position                    |  | Annual Compensation |  | Vested        
|                |  |                             |  |                     |  |               
|Paul D. Dickman |  | CEO, President and Chairman |  | $60,000 (1)         |  | 0             





(1) Mr. Dickman is also entitled to an
administrative fee of 8% of total billings.



Director Independence



Our board of directors undertook its annual
review of the independence of the directors and considered whether any director had a material relationship with us or our management
that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review,
the board of directors affirmatively determined that Travis Hair is “independent” as such term is used under the rules
and regulations of the Securities and Exchange Commission. Daniel Allen, as Chief Executive Officer of the Company, is not considered
to be “independent.”



ITEM 14. PRINCIPAL ACCOUNTANT FEES
AND SERVICES



GENERAL. BF BORGERS, CPA, PC (“BF
BORGERS”) is the Company's independent registered public accounting firm. The Company's Board of Directors has considered
whether the provisions of audit services are compatible with maintaining BF BORGER’s independence. The engagement of our
independent registered public accounting firm was approved by our board of directors functioning as our audit committee prior to
the start of the audit of our consolidated financial statements for the year ended December 31, 2016.



The following table represents aggregate
fees billed to the Company for the years ended December 31, 2016 and 2015.



|                   |  | Year Ended December 31, |       
|------------------ |  | ----------------------- | ------
|                   |  | 2016                    |       
|Audit Fees         |  | $                       | 12,500
|                   |  |                         |       
|Audit-related Fees |  |                         | –     
|                   |  |                         |       
|Tax Fees           |  | $                       | 1,000 
|                   |  |                         |       
|All Other Fees     |  | $                       | 0     
|Total Fees         |  | $                       | 13,500



All audit work was performed by the auditors'
full time employees.















47






PART IV



ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS



The following is a complete list of exhibits
filed as part of this Form 10-K/A. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation
S-K.



|EXHIBIT
        NUMBER                                                                                                                                                                                                                                                                                                                                                  |  | DESCRIPTION                                                                                   
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                               
|31.1                                                                                                                                                                                                                                                                                                                                                                    |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act    
|31.2                                                                                                                                                                                                                                                                                                                                                                    |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act    
|32.1                                                                                                                                                                                                                                                                                                                                                                    |  | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
|32.2                                                                                                                                                                                                                                                                                                                                                                    |  | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
|101.INS*                                                                                                                                                                                                                                                                                                                                                                |  | XBRL Instance Document (1)                                                                    
|101.SCH*                                                                                                                                                                                                                                                                                                                                                                |  | XBRL Taxonomy Extension Schema Document (1)                                                   
|101.CAL*                                                                                                                                                                                                                                                                                                                                                                |  | XBRL Taxonomy Extension Calculation Linkbase Document (1)                                     
|101.DEF*                                                                                                                                                                                                                                                                                                                                                                |  | XBRL Taxonomy Extension Definition Linkbase Document (1)                                      
|101.LAB*                                                                                                                                                                                                                                                                                                                                                                |  | XBRL Taxonomy Extension Label Linkbase Document (1)                                           
|101.PRE*                                                                                                                                                                                                                                                                                                                                                                |  | XBRL Taxonomy Extension Presentation Linkbase Document (1)                                    
|                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                               
|(1)   Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.



* To be filed by amendment.















48






SIGNATURES



In accordance with
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.



SOUTHEASTERN
HOLDINGS, INC.





Date: August
15, 2018



By: /s/
Paul Dickman

Paul Dickman, President,

Chief Executive Officer (Principal Executive Officer
and

Chief Financial Officer (Principal Accounting Officer)





In accordance with
the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.





|Dated: August 15, 2018 | SOUTHEASTERN HOLDINGS, INC.
|---------------------- | ---------------------------
|                       |                            
|                       | /s/ Paul Dickman           
|                       | Paul Dickman, Director     















49