SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of Report (date of earliest event reported): July 20, 2012


                             SAFEBRAIN SYSTEMS, INC.
                    ----------------------------------------
                 (Name of Small Business Issuer in its charter)


          Delaware                 000-50493                   98-0412431
  ------------------------      -----------------        --------------------
  (State of incorporation)    (Commission File No.)      (IRS Employer
                                                          Identification No.)

                           100 - 224 11th Avenue S.W.
                                Calgary, Alberta
                                 Canada T2R 0C3
                        --------------------------------
                    (Address of principal executive offices)

      Registrant's telephone number, including area code:     (403) 233-9239


                              ALVERON ENERGY CORP.
               --------------------------------------------------
          (Former name or former address if changed since last report)



<PAGE>

Item 2.01  Completion of Acquisition or Disposition of Assets

BACKGROUND

     We were  incorporated  in Delaware in 2003. In 2007, we began  conducting a
preliminary  investigation  into  developing  commercial  scale  wind and  hydro
turbine projects. We abandoned this concept in 2008 and have been inactive since
then.

     In March 2012,  Michael  Scott  purchased  39,900,000  shares of our common
stock from Sang-Ho Kim who, at that time, was our Chief Executive Officer.

     In March 2012, Sang-Ho Kim and Surendran  Shanmugan appointed Michael Scott
as one of our  directors.  Following  the  appointment  of Mr.  Scott,  Mr.  Kim
resigned as our officer.  Following his resignation,  Mr. Scott became our Chief
Executive Officer and our Principal Financial and Accounting Officer.

     In March 2012 Mr. Scott  transferred  18,900,000  shares he purchased  from
Sang-Ho Kim to various  shareholders  in  SafeBrain  Systems,  Inc. and to other
third parties.

     Mr. Kim and Mr. Shanmugan resigned as directors on April 15, 2012.

     On July 11, 2012 we changed our name to Safebrain Systems, Inc.

ACQUISITION OF THE SAFEBRAIN TECHNOLOGY

     On May 25, 2012,  we entered  into an  agreement  to acquire the  SafeBrain
System  ("SafeBrain") from Rod Newlove for $900,000,  of which $600,000 has been
paid and the remaining  $300,000 is to be paid at a later date. The  acquisition
was completed on July 20, 2012.

     SafeBrain works in two ways:

     o    The Cranium  Impact  Analyzer  Sensor (the "C.I.A.") is mounted on the
          helmet of an athlete;

     o    The SafeBrain  software allows  in-depth  analysis of any impact event
          and can be customized for the  notification  and data logging settings
          for each athlete.

     The C.I.A. sensor was designed to ensure compatibility with a wide range of
athletic  helmets.  The sensor is approximately the size of a quarter and weighs
less than 8 grams. Even at this small size, the C.I.A.  patented sensor contains
a 3-axis  accelerometer,  based on a 16-bit  microprocessor.  The C.I.A.  sensor
contains  a   data-logger   and   real-time   clock  to   provide   time-stamped
force-readings when used with the SafeBrain software.

     Placed on the helmet,  the small CIA sensor accurately  measures G-force on
all 3 -axis. An LED indicator light flashes to alert the monitor, coaching staff
or an  individual  when an impact has occurred that has the potential to cause a
concussion which requires proper assessment and perhaps medical attention.

                                       2
<PAGE>

     On May 15,  2012,  we entered into a  Consulting  Agreement  with a company
controlled  by Mr.  Newlove.  The  agreement  provides  that  we  will  pay  the
consultant   $10,000  per  month  for  supervising  the  manufacturing  of,  and
developing  improvements  for, the SafeBrain  System.  In addition,  during each
twelve-month period during the term of this agreement,  we will provide supplies
and  materials  to the  Consultant,  at a cost not to exceed  $5,000  during the
twelve-month  period,  to be used by the Consultant in performing the consulting
services.

     The Consulting Agreement will expire on June 30, 2017.

Marketing

     We plan to market the  SafeBrain  System to  non-professional  athletes who
participate  in sports that require  helmets such as hockey,  football,  biking,
motor-cross, skiing and snowboarding.

     There are over 1.5 million  registered minor hockey players  worldwide with
over 71% of them being located in North America representing over 50,000 teams.

     There are an estimated 1.1 million high school  students  playing  American
football and 35,000 college players currently in the USA. Studies published over
the last 20 years indicate that 15-20% of high school football players or nearly
250,000 players suffer concussions each year in the United States.  According to
Safekids.org as of October 25, 2011, thirty-three states in the USA have enacted
youth sports concussion related laws.  Although the wording varies from state to
state the focus is primarily on three main points;

     o    Teams are to educate  their  players and  parents  about the nature of
          concussions and brain injury.

     o    Coaches who suspect a player has  sustained a  concussion  must remove
          the player from the game, competition and practice.

     o    A player removed from play due to a concussion  must be evaluated by a
          health  care   provider   and   receive   written   clearance   before
          participating in sports again.

     With the demand for extreme sports  related  competitions  growing,  sports
such as  biking,  skiing,  snow-boarding,  motor  cross  and the  like  are also
garnering  significant  media  exposure for head trauma  related  injuries  most
noticeably concussions.

     We believe  SafeBrain is  currently  the only product that has state of the
art  advancement  technology  with 360 degree impact  gauging and  monitoring in
addition to indicator warning lights that flash the moment of impact.

     SafeBrain  will be  marketed  to all  amateur  football  and  hockey  teams
starting at the novice level through major junior and  professional  levels.  In
addition  SafeBrain  will also be  marketed  to  individuals  and teams in other
sports such as skateboarding,  skiing, biking, bmx freestyle, motor cross, sport
racing and  lacrosse.  The primary focus for the first  eighteen to  twenty-four

                                       3
<PAGE>

months will be the North  American  football and hockey  markets  although there
will be no limitations placed on sales in other markets.

     Although SafeBrain will benefit from the ongoing media print and television
exposure to sports related  concussions,  to help drive awareness for SafeBrain,
the marketing  approach will be multi-faceted.  We will hire a dedicated  sales
team to assist in  generating  interest  from teams and  individuals  throughout
Canada  and the  United  States.  The  sales  team  will be  responsible  for to
following up with teams  currently  pilot testing the product,  setting up media
events and  interviews,  directing  targeted  traffic to our website,  print and
content  publications as well as organizing booths and displays at all the large
sports shows and youth development camps in North America.

     We expect our revenues will be derived from three components.

Unit sales: Football/Cost $4,995.00

     Each SafeBrain  System will contain a Team Kit which consists of: 52 C.I.A.
Sensors, Safe Brain Software,  Netbook PC, Storage Case, Instruction Manual, two
data transfer interface cables and 2 C.I.A. emergency replacement sensors.

Unit sales: Hockey/Cost $2,995.00

     Each SafeBrain  System will contain a Team Kit which consists of: 22 C.I.A.
Sensors, Safe Brain Software,  Netbook PC, Storage Case, Instruction Manual, two
data transfer interface cables and 2 C.I.A. emergency replacement sensors.

Maintenance Agreement and Team Maintenance/Cost $499.00.

     The annual  maintenance  agreements for teams or  individuals  will include
complete battery replacement on all Units as needed,  testing,  verification and
calibration  certification on all CIA devices.  Data storage is also included to
record and store downloaded user data safely and effectively for the entire time
any one specific  user or team is using the device.  A  satisfaction  guaranteed
lifetime warranty also enables easy repair or replacement on any Units sold.

     We will  also  sell  individual  Units  at a cost  of  $199.00  and  annual
maintenance costs $49.99 per year.

Manufacturing

     We do not own  any  manufacturing  facilities.  Accordingly,  we  will  use
unrelated third parties to manufacture our SafeBrain  System. We do not have any
written  agreements  with any person  regarding the manufacture of the SafeBrain
system or its components.

                                       4
<PAGE>

Plan of Operation

     Between April 11, 2012 and May 25, 2012, we sold 7,094,000 Units at a price
of $0.15 per Unit to a group of private  investors.  Each Unit  consisted of one
share of common stock and one warrant.  Every two warrants entitle the holder to
purchase one share of our common stock at a price of $0.35 per share at any time
on or before April 30, 2014.

     Our plan of operation and capital requirements for the twelve months ending
May 31, 2013 are shown below.

            Activity                            Estimated Cost
            --------                            --------------

            Production                           $100,000
            Research and Development               50,000
            Marketing                             150,000
            Working Capital                       390,000
                                                ---------
                  Total                          $690,000
                                                =========

     As of July 20,  2012 we had  generated  less than  $30,000 in revenue  from
sales of SafeBrain systems.

General

     Our principal offices are located at 100, 224-11th Avenue S.W., Calgary, AB
T2R 0C3. Our offices are provided to us free of charge.

     Our website is www.safebrain.ca and our telephone number is (403) 801-1506.

     As of July 20, 2012 we did not employ any persons on a full time basis.

                                  RISK FACTORS

     We are in the development stage and may never be profitable.


     Neither we, nor any other person,  has ever generated  revenue in excess of
$30,000  from  the  sale  of  any  products  using  the  SafeBrain   technology.
Accordingly,  we will need to raise  capital to be able to fund the costs of our
operations and our planned activities.

     We have  never  earned a profit  and we expect to incur  losses  during the
foreseeable future and may never be profitable. We will need to earn a profit or
obtain  additional  financing until we are able to earn a profit. As a result of
our operating  history it is difficult  for potential  investors to evaluate our
business.  There can be no assurance  that we can implement our business plan or
that we will be profitable.

Our  failure  to  obtain  capital  may   significantly   restrict  our  proposed
operations.

                                       5
<PAGE>

     We need additional capital to fund operating losses and to expand business.

     We do not know what the terms of any future capital  raising may be but any
future  sale of  equity  securities  would  dilute  the  ownership  of  existing
stockholders.  The  failure  to  obtain  the  capital  will  result  in a slower
implementation  of our business plan.  There can be no assurance that we will be
able to obtain any capital which is needed.

     We will need to  obtain  additional  financing  until we are able to earn a
profit. As a result of our short operating history it is difficult for potential
investors  to  evaluate  our  business.  There can be no  assurance  that we can
implement our business plan or that we will be profitable.

Our operations are dependent upon the continued services of our officers.

     The  loss of any of any of our  officers,  whether  as a result  of  death,
disability or otherwise, may have a material adverse effect upon our business.

As of the date of this  report  there was  virtually  no public  market  for our
common stock, and if no viable public market  develops,  our shareholders may be
unable to sell their shares.

     If our shareholders are unable to sell their shares, they may never be able
to recover any amounts which they paid for our shares.  Disclosure  requirements
pertaining  to penny  stocks may reduce  the level of  trading  activity  in the
market for our common  stock and  investors  may find it difficult to sell their
shares.

     Trades of our common stock are subject to Rule 15g-9 of the  Securities and
Exchange  Commission,  which rule imposes certain requirements on broker/dealers
who sell  securities  subject  to the rule to  persons  other  than  established
customers  and  accredited  investors.  For  transactions  covered  by the rule,
brokers/dealers must make a special suitability  determination for purchasers of
the securities and receive the purchaser's  written agreement to the transaction
prior to sale.  The  Securities  and  Exchange  Commission  also has rules  that
regulate  broker/dealer  practices in  connection  with  transactions  in "penny
stocks".  Penny stocks generally are equity securities with a price of less than
$5.00 (other than securities registered on certain national securities exchanges
or  quoted  on the  NASDAQ  system,  provided  that  current  price  and  volume
information  with respect to  transactions  in that  security is provided by the
exchange or system).  The penny stock rules require a broker/ dealer, prior to a
transaction in a penny stock not otherwise  exempt from the rules,  to deliver a
standardized  risk disclosure  document prepared by the Commission that provides
information  about  penny  stocks and the nature and level of risks in the penny
stock market.  The broker/dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the  broker/dealer
and its salesperson in the transaction,  and monthly account  statements showing
the market value of each penny stock held in the customer's account. The bid and
offer   quotations,   and  the   broker/dealer   and  salesperson   compensation
information,  must be  given  to the  customer  orally  or in  writing  prior to
effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation.

                                       6
<PAGE>

     Consequently,   the  penny   stock   rules  may  affect   the   ability  of
broker-dealers  to sell shares of our common stock and may affect the ability of
shareholders  to sell their shares in the secondary  market,  as compliance with
such rules may delay and/or  preclude  certain trading  transactions.  The rules
could also have an adverse effect on the market price of our common stock. These
disclosure  requirements  may have the effect of  reducing  the level of trading
activity  in the  secondary  market for our common  stock.  Many  brokers may be
unwilling to engage in  transactions  in our common  stock  because of the added
disclosure  requirements,  thereby making it more difficult for  shareholders to
dispose  of their  shares.  You may also find it  difficult  to obtain  accurate
information about, and/or quotations as to the price of our common stock.

We do not intend to pay any cash dividends on our common stock.

     We have never  declared or paid any cash  dividends on our common stock and
we do not  anticipate  paying  any cash  dividends  in the  foreseeable  future.
Prospective  investors should not purchase these securities with any view toward
the receipt of dividends.

                                   MANAGEMENT

      Name             Age   Position
      ----             ---   --------

      Michael Scott     46   Chief Executive Officer, Principal Financial and
                             Accounting Officer and a Director

     Information concerning our new officer and director follows:

     Michael Scott was appointed as an officer and a director on March 30, 2012.
Mr. Scott has been a consultant  to the oil and gas  industry  since  September,
2011. Between October, 2008 and September,  2011, Mr. Scott was the President of
Triple J Pipelines Ltd.  Between October,  2002 and October,  2008 Mr. Scott was
the President of Core Pipelines Ltd.

     Our directors serve until the next annual meeting of our  shareholders  and
until their successors have been duly elected and qualified.  Our officers serve
at the discretion of our directors.

     We do not have a compensation  committee.  Our Board of Directors serves as
our Audit  Committee.  We do not have a financial  expert.  Michael Scott is not
independent as that term is defined in Rule 803 of the NYSE MKT.

     We  believe  Mr.  Scott  is  qualified  to  act  as a  director  due to his
experience in the management of companies.

     We have not adopted a Code of Ethics applicable to its principal executive,
financial,  and accounting officers and persons performing similar functions. We
do not believe a Code of Ethics is necessary at this time since we only have one
officer.

                                       7
<PAGE>

     The following table shows the  compensation  paid or accrued during the two
years ended October 31, 2011 to our executive officer.
<TABLE>
<S>                      <C>    <C>       <C>         <C>     <C>          <C>        <C>

============================================================================================
                                                                       All Other
   Name and                                       Stock     Option      Annual
   Principal          Fiscal  Salary    Bonus     Awards    Awards   Compensation
   Position            Year     (1)      (2)       (3)        (4)          (5)        Total
--------------------------------------------------------------------------------------------

Sang Ho Kim,           2011      --       --       --          --           --          --
Principal Executive    2010      --       --       --          --           --          --
Financial and
Accounting Officer (6)

</TABLE>

(1)  The dollar value of base salary (cash and non-cash) earned.

(2)  The dollar value of bonus (cash and non-cash) earned.

(3)  During the periods covered by the table,  the value of our shares issued as
     compensation for services to the persons listed in the table.

(4)  The value of all stock options  granted  during the periods  covered by the
     table.

(5)  All other  compensation  received that we could not properly  report in any
     other column of the table.

(6)  Mr. Kim resigned as our officer in March 2012.

     Long-Term Incentive Plans. We do not provide our officers or employees with
pension,  stock appreciation rights,  long-term incentive or other plans and has
no intention of implementing any of these plans for the foreseeable future.

     Employee Pension,  Profit Sharing or other Retirement Plans. We do not have
a defined  benefit,  pension  plan,  profit  sharing or other  retirement  plan,
although we may adopt one or more of such plans in the future.

     Compensation of Directors.  Our directors did not receive any  compensation
for their  services as directors  during the two fiscal years ended  October 31,
2011.

Stock Option and Bonus Plans

     We have not adopted any stock option or stock bonus plans.

                             PRINCIPAL SHAREHOLDERS

     The following table shows, as of July 20, 2012, information with respect to
those persons owning  beneficially 5% or more of our common stock and the number
and percentage of outstanding shares owned by each of our officers and directors
and by all officers and directors as a group. Unless otherwise  indicated,  each
owner has sole voting and investment powers over his shares of common stock.

                                       8
<PAGE>


                                         Number
     Name and Address                  of Shares         Percent of Class
     ----------------                  ---------         ----------------

     Michael Scott                      21,000,000              40.3%
     100, 224-11th Avenue S.W.
     Calgary, AB T2R 0C3

     All officers and directors as a
        group (one person)              21,000,000              40.3%

                            DESCRIPTION OF SECURITIES

Common Stock

     We are authorized to issue 100,000,000  shares of common stock (the "Common
Stock").  Holders of Common  Stock are each  entitled  to cast one vote for each
share held of record on all matters presented to shareholders. Cumulative voting
is not allowed; hence, the holders of a majority of the outstanding Common Stock
can elect all directors.

     Holders of Common Stock are  entitled to receive  such  dividends as may be
declared by the Board of Directors out of funds legally available therefore and,
in the event of liquidation, to share pro rata in any distribution of our assets
after payment of liabilities.  The board is not obligated to declare a dividend.
It is not anticipated that dividends will be paid in the foreseeable future.

     Holders  of common  stock do not have  preemptive  rights to  subscribe  to
additional  shares  we  may  issue  in the  future.  There  are  no  conversion,
redemption,  sinking fund or similar provisions  regarding the common stock. All
outstanding shares of common stock are fully paid and nonassessable.

Warrants

     In 2012 we sold warrants in connection with a private  offering.  Every two
Warrants entitle the holder to purchase one share of our common stock at a price
of $0.35 per share. The Warrants expire on April 30, 2014.

     Other  provisions of the Warrants are set forth below.  This information is
subject to the provisions of the Warrant Certificate representing the Warrants.

     1. The Warrants are restricted  securities and any shares issuable upon the
exercise  of the  Warrants,  unless  such  shares are  registered,  will also be
restricted securities.

     2. Unless  exercised  within the time provided for  exercise,  the Warrants
will automatically expire.

                                       9
<PAGE>

     3. The exercise price of the Warrants may not be increased  during the term
of the Warrants,  but the exercise  price may be decreased at the  discretion of
our Board of Directors by giving each Warrant  holder  notice of such  decrease.
The  exercise  periods  for the  Warrants  may be  extended  by the our Board of
Directors giving notice of such extension to each Warrant holder of record.

     4.  There is no  minimum  number of shares  which  must be  purchased  upon
exercise of the Warrants.

     5. The exercise price of the Warrants,  as well as the shares issuable upon
the exercise of the Warrants,  will be proportionately  adjusted in the event of
any stock split,  stock dividend,  reclassification,  capital  reorganization or
merger.

     6. The holders of the warrants have no voting power and are not entitled to
dividends.  In the event of our  liquidation,  dissolution  or winding up of the
Company,  holders of the  warrants  will not be entitled to  participate  in the
distribution of our assets.

Transfer Agent

      Transhare Corporation
      5105 DTC Parkway, Suite 325
      Greenwood Village, CO 80111
      Phone: 303-662-1112
      Fax: 303-662-1113

                                 INDEMNIFICATION

     Our Bylaws authorize  indemnification of a director,  officer,  employee or
agent against expenses  incurred by him in connection with any action,  suit, or
proceeding  to which he is named a party by reason of his having acted or served
in such  capacity,  except for  liabilities  arising from his own  misconduct or
negligence in  performance of his duty. In addition,  even a director,  officer,
employee,  or agent found liable for misconduct or negligence in the performance
of his duty may obtain such indemnification if, in view of all the circumstances
in the case, a court of competent jurisdiction  determines such person is fairly
and  reasonably  entitled to  indemnification.  Insofar as  indemnification  for
liabilities  arising  under the  Securities  Act of 1933 may be permitted to our
directors,  officers,  or controlling  persons pursuant to these provisions,  we
have  been  informed  that,  in the  opinion  of  the  Securities  and  Exchange
Commission,  such  indemnification  is against public policy as expressed in the
Act and is therefore unenforceable.

Item 3.02.  Unregistered Sales of Equity Securities.

     Between  April 11, 2012 and July 20,  2012,  we sold  8,347,233  Units at a
price of $0.15 per Unit to a group of private investors.  Each Unit consisted of
one share of common stock and one warrant. Every two warrants entitle the holder
to purchase  one share of our common  stock at a price of $0.35 per share at any
time on or before April 30, 2014.

                                       10
<PAGE>

     The securities sold in the Private Offering were restricted securities,  as
that term is defined in Rule 144 of the Securities and Exchange  Commission.  We
relied upon the exemption provided by Section 4(2) of the Securities Act of 1933
with respect to the issuance of these securities. The persons who acquired these
securities  were  all  provided  with  information  concerning  us  prior to the
acquisition of their  securities.  The certificates  representing the securities
will bear  legends  stating  that the  securities  may not be  offered,  sold or
transferred other than pursuant to an effective registration statement under the
Securities Act of 1933 or pursuant to an applicable exemption from registration.
No commissions were paid in connection with the sale of these securities.

Item 5.01.  Changes in Control of Registrant.
-

     See Item 2.01 of this report.

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

      See Item 2.01 of this report.


Item 5.06.  Change in Shell Company Status.

      See Item 2.01 of this report.



                                       11
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Date:  July 20, 2012.

                                 SAFEBRAIN SYSTEMS, INC.


                                 By: /S/ Michael Scott
                                     ----------------------------------
                                     Michael Scott, Chief Executive
                                     Officer












                                       12




<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of Report (date of earliest event reported): July 20, 2012

                             SAFEBRAIN SYSTEMS, INC.
                    ----------------------------------------
                 (Name of Small Business Issuer in its charter)

          Delaware                 000-50493                   98-0412431
  ------------------------      -----------------        --------------------
  (State of incorporation)    (Commission File No.)      (IRS Employer
                                                          Identification No.)

                           100 - 224 11th Avenue S.W.
                                Calgary, Alberta
                                 Canada T2R 0C3
                        --------------------------------
                    (Address of principal executive offices)

      Registrant's telephone number, including area code:     (403) 233-9239

                              ALVERON ENERGY CORP.
               --------------------------------------------------
          (Former name or former address if changed since last report)
Item 2.01  Completion of Acquisition or Disposition of Assets

BACKGROUND

     We were  incorporated  in Delaware in 2003. In 2007, we began  conducting a
preliminary  investigation  into  developing  commercial  scale  wind and  hydro
turbine projects. We abandoned this concept in 2008 and have been inactive since
then.

     In March 2012,  Michael  Scott  purchased  39,900,000  shares of our common
stock from Sang-Ho Kim who, at that time, was our Chief Executive Officer.

     In March 2012, Sang-Ho Kim and Surendran  Shanmugan appointed Michael Scott
as one of our  directors.  Following  the  appointment  of Mr.  Scott,  Mr.  Kim
resigned as our officer.  Following his resignation,  Mr. Scott became our Chief
Executive Officer and our Principal Financial and Accounting Officer.

     In March 2012 Mr. Scott  transferred  18,900,000  shares he purchased  from
Sang-Ho Kim to various  shareholders  in  SafeBrain  Systems,  Inc. and to other
third parties.

     Mr. Kim and Mr. Shanmugan resigned as directors on April 15, 2012.

     On July 11, 2012 we changed our name to Safebrain Systems, Inc.

ACQUISITION OF THE SAFEBRAIN TECHNOLOGY

     On May 25, 2012,  we entered  into an  agreement  to acquire the  SafeBrain
System  ("SafeBrain") from Rod Newlove for $900,000,  of which $600,000 has been
paid and the remaining  $300,000 is to be paid at a later date. The  acquisition
was completed on July 20, 2012.

     SafeBrain works in two ways:

     o    The Cranium  Impact  Analyzer  Sensor (the "C.I.A.") is mounted on the
          helmet of an athlete;

     o    The SafeBrain  software allows  in-depth  analysis of any impact event
          and can be customized for the  notification  and data logging settings
          for each athlete.

     The C.I.A. sensor was designed to ensure compatibility with a wide range of
athletic  helmets.  The sensor is approximately the size of a quarter and weighs
less than 8 grams. Even at this small size, the C.I.A.  patented sensor contains
a 3-axis  accelerometer,  based on a 16-bit  microprocessor.  The C.I.A.  sensor
contains  a   data-logger   and   real-time   clock  to   provide   time-stamped
force-readings when used with the SafeBrain software.

     Placed on the helmet,  the small CIA sensor accurately  measures G-force on
all 3 -axis. An LED indicator light flashes to alert the monitor, coaching staff
or an  individual  when an impact has occurred that has the potential to cause a
concussion which requires proper assessment and perhaps medical attention.

                                       2
On May 15,  2012,  we entered into a  Consulting  Agreement  with a company
controlled  by Mr.  Newlove.  The  agreement  provides  that  we  will  pay  the
consultant   $10,000  per  month  for  supervising  the  manufacturing  of,  and
developing  improvements  for, the SafeBrain  System.  In addition,  during each
twelve-month period during the term of this agreement,  we will provide supplies
and  materials  to the  Consultant,  at a cost not to exceed  $5,000  during the
twelve-month  period,  to be used by the Consultant in performing the consulting
services.

     The Consulting Agreement will expire on June 30, 2017.

Marketing

     We plan to market the  SafeBrain  System to  non-professional  athletes who
participate  in sports that require  helmets such as hockey,  football,  biking,
motor-cross, skiing and snowboarding.

     There are over 1.5 million  registered minor hockey players  worldwide with
over 71% of them being located in North America representing over 50,000 teams.

     There are an estimated 1.1 million high school  students  playing  American
football and 35,000 college players currently in the USA. Studies published over
the last 20 years indicate that 15-20% of high school football players or nearly
250,000 players suffer concussions each year in the United States.  According to
Safekids.org as of October 25, 2011, thirty-three states in the USA have enacted
youth sports concussion related laws.  Although the wording varies from state to
state the focus is primarily on three main points;

     o    Teams are to educate  their  players and  parents  about the nature of
          concussions and brain injury.

     o    Coaches who suspect a player has  sustained a  concussion  must remove
          the player from the game, competition and practice.

     o    A player removed from play due to a concussion  must be evaluated by a
          health  care   provider   and   receive   written   clearance   before
          participating in sports again.

     With the demand for extreme sports  related  competitions  growing,  sports
such as  biking,  skiing,  snow-boarding,  motor  cross  and the  like  are also
garnering  significant  media  exposure for head trauma  related  injuries  most
noticeably concussions.

     We believe  SafeBrain is  currently  the only product that has state of the
art  advancement  technology  with 360 degree impact  gauging and  monitoring in
addition to indicator warning lights that flash the moment of impact.

     SafeBrain  will be  marketed  to all  amateur  football  and  hockey  teams
starting at the novice level through major junior and  professional  levels.  In
addition  SafeBrain  will also be  marketed  to  individuals  and teams in other
sports such as skateboarding,  skiing, biking, bmx freestyle, motor cross, sport
racing and  lacrosse.  The primary focus for the first  eighteen to  twenty-four

                                       3
months will be the North  American  football and hockey  markets  although there
will be no limitations placed on sales in other markets.

     Although SafeBrain will benefit from the ongoing media print and television
exposure to sports related  concussions,  to help drive awareness for SafeBrain,
the marketing  approach will be multi-faceted.  We will hire a dedicated  sales
team to assist in  generating  interest  from teams and  individuals  throughout
Canada  and the  United  States.  The  sales  team  will be  responsible  for to
following up with teams  currently  pilot testing the product,  setting up media
events and  interviews,  directing  targeted  traffic to our website,  print and
content  publications as well as organizing booths and displays at all the large
sports shows and youth development camps in North America.

     We expect our revenues will be derived from three components.

Unit sales: Football/Cost $4,995.00

     Each SafeBrain  System will contain a Team Kit which consists of: 52 C.I.A.
Sensors, Safe Brain Software,  Netbook PC, Storage Case, Instruction Manual, two
data transfer interface cables and 2 C.I.A. emergency replacement sensors.

Unit sales: Hockey/Cost $2,995.00

     Each SafeBrain  System will contain a Team Kit which consists of: 22 C.I.A.
Sensors, Safe Brain Software,  Netbook PC, Storage Case, Instruction Manual, two
data transfer interface cables and 2 C.I.A. emergency replacement sensors.

Maintenance Agreement and Team Maintenance/Cost $499.00.

     The annual  maintenance  agreements for teams or  individuals  will include
complete battery replacement on all Units as needed,  testing,  verification and
calibration  certification on all CIA devices.  Data storage is also included to
record and store downloaded user data safely and effectively for the entire time
any one specific  user or team is using the device.  A  satisfaction  guaranteed
lifetime warranty also enables easy repair or replacement on any Units sold.

     We will  also  sell  individual  Units  at a cost  of  $199.00  and  annual
maintenance costs $49.99 per year.

Manufacturing

     We do not own  any  manufacturing  facilities.  Accordingly,  we  will  use
unrelated third parties to manufacture our SafeBrain  System. We do not have any
written  agreements  with any person  regarding the manufacture of the SafeBrain
system or its components.

                                       4
Plan of Operation

     Between April 11, 2012 and May 25, 2012, we sold 7,094,000 Units at a price
of $0.15 per Unit to a group of private  investors.  Each Unit  consisted of one
share of common stock and one warrant.  Every two warrants entitle the holder to
purchase one share of our common stock at a price of $0.35 per share at any time
on or before April 30, 2014.

     Our plan of operation and capital requirements for the twelve months ending
May 31, 2013 are shown below.

            Activity                            Estimated Cost
            --------                            --------------

            Production                           $100,000
            Research and Development               50,000
            Marketing                             150,000
            Working Capital                       390,000
                                                ---------
                  Total                          $690,000
                                                =========

     As of July 20,  2012 we had  generated  less than  $30,000 in revenue  from
sales of SafeBrain systems.

General

     Our principal offices are located at 100, 224-11th Avenue S.W., Calgary, AB
T2R 0C3. Our offices are provided to us free of charge.

     Our website is www.safebrain.ca and our telephone number is (403) 801-1506.

     As of July 20, 2012 we did not employ any persons on a full time basis.

                                  RISK FACTORS

     We are in the development stage and may never be profitable.

     Neither we, nor any other person,  has ever generated  revenue in excess of
$30,000  from  the  sale  of  any  products  using  the  SafeBrain   technology.
Accordingly,  we will need to raise  capital to be able to fund the costs of our
operations and our planned activities.

     We have  never  earned a profit  and we expect to incur  losses  during the
foreseeable future and may never be profitable. We will need to earn a profit or
obtain  additional  financing until we are able to earn a profit. As a result of
our operating  history it is difficult  for potential  investors to evaluate our
business.  There can be no assurance  that we can implement our business plan or
that we will be profitable.

Our  failure  to  obtain  capital  may   significantly   restrict  our  proposed
operations.

                                       5
We need additional capital to fund operating losses and to expand business.

     We do not know what the terms of any future capital  raising may be but any
future  sale of  equity  securities  would  dilute  the  ownership  of  existing
stockholders.  The  failure  to  obtain  the  capital  will  result  in a slower
implementation  of our business plan.  There can be no assurance that we will be
able to obtain any capital which is needed.

     We will need to  obtain  additional  financing  until we are able to earn a
profit. As a result of our short operating history it is difficult for potential
investors  to  evaluate  our  business.  There can be no  assurance  that we can
implement our business plan or that we will be profitable.

Our operations are dependent upon the continued services of our officers.

     The  loss of any of any of our  officers,  whether  as a result  of  death,
disability or otherwise, may have a material adverse effect upon our business.

As of the date of this  report  there was  virtually  no public  market  for our
common stock, and if no viable public market  develops,  our shareholders may be
unable to sell their shares.

     If our shareholders are unable to sell their shares, they may never be able
to recover any amounts which they paid for our shares.  Disclosure  requirements
pertaining  to penny  stocks may reduce  the level of  trading  activity  in the
market for our common  stock and  investors  may find it difficult to sell their
shares.

     Trades of our common stock are subject to Rule 15g-9 of the  Securities and
Exchange  Commission,  which rule imposes certain requirements on broker/dealers
who sell  securities  subject  to the rule to  persons  other  than  established
customers  and  accredited  investors.  For  transactions  covered  by the rule,
brokers/dealers must make a special suitability  determination for purchasers of
the securities and receive the purchaser's  written agreement to the transaction
prior to sale.  The  Securities  and  Exchange  Commission  also has rules  that
regulate  broker/dealer  practices in  connection  with  transactions  in "penny
stocks".  Penny stocks generally are equity securities with a price of less than
$5.00 (other than securities registered on certain national securities exchanges
or  quoted  on the  NASDAQ  system,  provided  that  current  price  and  volume
information  with respect to  transactions  in that  security is provided by the
exchange or system).  The penny stock rules require a broker/ dealer, prior to a
transaction in a penny stock not otherwise  exempt from the rules,  to deliver a
standardized  risk disclosure  document prepared by the Commission that provides
information  about  penny  stocks and the nature and level of risks in the penny
stock market.  The broker/dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the  broker/dealer
and its salesperson in the transaction,  and monthly account  statements showing
the market value of each penny stock held in the customer's account. The bid and
offer   quotations,   and  the   broker/dealer   and  salesperson   compensation
information,  must be  given  to the  customer  orally  or in  writing  prior to
effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation.

                                       6
Consequently,   the  penny   stock   rules  may  affect   the   ability  of
broker-dealers  to sell shares of our common stock and may affect the ability of
shareholders  to sell their shares in the secondary  market,  as compliance with
such rules may delay and/or  preclude  certain trading  transactions.  The rules
could also have an adverse effect on the market price of our common stock. These
disclosure  requirements  may have the effect of  reducing  the level of trading
activity  in the  secondary  market for our common  stock.  Many  brokers may be
unwilling to engage in  transactions  in our common  stock  because of the added
disclosure  requirements,  thereby making it more difficult for  shareholders to
dispose  of their  shares.  You may also find it  difficult  to obtain  accurate
information about, and/or quotations as to the price of our common stock.

We do not intend to pay any cash dividends on our common stock.

     We have never  declared or paid any cash  dividends on our common stock and
we do not  anticipate  paying  any cash  dividends  in the  foreseeable  future.
Prospective  investors should not purchase these securities with any view toward
the receipt of dividends.

                                   MANAGEMENT

      Name             Age   Position
      ----             ---   --------

      Michael Scott     46   Chief Executive Officer, Principal Financial and
                             Accounting Officer and a Director

     Information concerning our new officer and director follows:

     Michael Scott was appointed as an officer and a director on March 30, 2012.
Mr. Scott has been a consultant  to the oil and gas  industry  since  September,
2011. Between October, 2008 and September,  2011, Mr. Scott was the President of
Triple J Pipelines Ltd.  Between October,  2002 and October,  2008 Mr. Scott was
the President of Core Pipelines Ltd.

     Our directors serve until the next annual meeting of our  shareholders  and
until their successors have been duly elected and qualified.  Our officers serve
at the discretion of our directors.

     We do not have a compensation  committee.  Our Board of Directors serves as
our Audit  Committee.  We do not have a financial  expert.  Michael Scott is not
independent as that term is defined in Rule 803 of the NYSE MKT.

     We  believe  Mr.  Scott  is  qualified  to  act  as a  director  due to his
experience in the management of companies.

     We have not adopted a Code of Ethics applicable to its principal executive,
financial,  and accounting officers and persons performing similar functions. We
do not believe a Code of Ethics is necessary at this time since we only have one
officer.

                                       7
The following table shows the  compensation  paid or accrued during the two
years ended October 31, 2011 to our executive officer.
============================================================================================
                                                                       All Other
   Name and                                       Stock     Option      Annual
   Principal          Fiscal  Salary    Bonus     Awards    Awards   Compensation
   Position            Year     (1)      (2)       (3)        (4)          (5)        Total
--------------------------------------------------------------------------------------------

Sang Ho Kim,           2011      --       --       --          --           --          --
Principal Executive    2010      --       --       --          --           --          --
Financial and
Accounting Officer (6)
(1)  The dollar value of base salary (cash and non-cash) earned.

(2)  The dollar value of bonus (cash and non-cash) earned.

(3)  During the periods covered by the table,  the value of our shares issued as
     compensation for services to the persons listed in the table.

(4)  The value of all stock options  granted  during the periods  covered by the
     table.

(5)  All other  compensation  received that we could not properly  report in any
     other column of the table.

(6)  Mr. Kim resigned as our officer in March 2012.

     Long-Term Incentive Plans. We do not provide our officers or employees with
pension,  stock appreciation rights,  long-term incentive or other plans and has
no intention of implementing any of these plans for the foreseeable future.

     Employee Pension,  Profit Sharing or other Retirement Plans. We do not have
a defined  benefit,  pension  plan,  profit  sharing or other  retirement  plan,
although we may adopt one or more of such plans in the future.

     Compensation of Directors.  Our directors did not receive any  compensation
for their  services as directors  during the two fiscal years ended  October 31,
2011.

Stock Option and Bonus Plans

     We have not adopted any stock option or stock bonus plans.

                             PRINCIPAL SHAREHOLDERS

     The following table shows, as of July 20, 2012, information with respect to
those persons owning  beneficially 5% or more of our common stock and the number
and percentage of outstanding shares owned by each of our officers and directors
and by all officers and directors as a group. Unless otherwise  indicated,  each
owner has sole voting and investment powers over his shares of common stock.

                                       8
Number
     Name and Address                  of Shares         Percent of Class
     ----------------                  ---------         ----------------

     Michael Scott                      21,000,000              40.3%
     100, 224-11th Avenue S.W.
     Calgary, AB T2R 0C3

     All officers and directors as a
        group (one person)              21,000,000              40.3%

                            DESCRIPTION OF SECURITIES

Common Stock

     We are authorized to issue 100,000,000  shares of common stock (the "Common
Stock").  Holders of Common  Stock are each  entitled  to cast one vote for each
share held of record on all matters presented to shareholders. Cumulative voting
is not allowed; hence, the holders of a majority of the outstanding Common Stock
can elect all directors.

     Holders of Common Stock are  entitled to receive  such  dividends as may be
declared by the Board of Directors out of funds legally available therefore and,
in the event of liquidation, to share pro rata in any distribution of our assets
after payment of liabilities.  The board is not obligated to declare a dividend.
It is not anticipated that dividends will be paid in the foreseeable future.

     Holders  of common  stock do not have  preemptive  rights to  subscribe  to
additional  shares  we  may  issue  in the  future.  There  are  no  conversion,
redemption,  sinking fund or similar provisions  regarding the common stock. All
outstanding shares of common stock are fully paid and nonassessable.

Warrants

     In 2012 we sold warrants in connection with a private  offering.  Every two
Warrants entitle the holder to purchase one share of our common stock at a price
of $0.35 per share. The Warrants expire on April 30, 2014.

     Other  provisions of the Warrants are set forth below.  This information is
subject to the provisions of the Warrant Certificate representing the Warrants.

     1. The Warrants are restricted  securities and any shares issuable upon the
exercise  of the  Warrants,  unless  such  shares are  registered,  will also be
restricted securities.

     2. Unless  exercised  within the time provided for  exercise,  the Warrants
will automatically expire.

                                       9
3. The exercise price of the Warrants may not be increased  during the term
of the Warrants,  but the exercise  price may be decreased at the  discretion of
our Board of Directors by giving each Warrant  holder  notice of such  decrease.
The  exercise  periods  for the  Warrants  may be  extended  by the our Board of
Directors giving notice of such extension to each Warrant holder of record.

     4.  There is no  minimum  number of shares  which  must be  purchased  upon
exercise of the Warrants.

     5. The exercise price of the Warrants,  as well as the shares issuable upon
the exercise of the Warrants,  will be proportionately  adjusted in the event of
any stock split,  stock dividend,  reclassification,  capital  reorganization or
merger.

     6. The holders of the warrants have no voting power and are not entitled to
dividends.  In the event of our  liquidation,  dissolution  or winding up of the
Company,  holders of the  warrants  will not be entitled to  participate  in the
distribution of our assets.

Transfer Agent

      Transhare Corporation
      5105 DTC Parkway, Suite 325
      Greenwood Village, CO 80111
      Phone: 303-662-1112
      Fax: 303-662-1113

                                 INDEMNIFICATION

     Our Bylaws authorize  indemnification of a director,  officer,  employee or
agent against expenses  incurred by him in connection with any action,  suit, or
proceeding  to which he is named a party by reason of his having acted or served
in such  capacity,  except for  liabilities  arising from his own  misconduct or
negligence in  performance of his duty. In addition,  even a director,  officer,
employee,  or agent found liable for misconduct or negligence in the performance
of his duty may obtain such indemnification if, in view of all the circumstances
in the case, a court of competent jurisdiction  determines such person is fairly
and  reasonably  entitled to  indemnification.  Insofar as  indemnification  for
liabilities  arising  under the  Securities  Act of 1933 may be permitted to our
directors,  officers,  or controlling  persons pursuant to these provisions,  we
have  been  informed  that,  in the  opinion  of  the  Securities  and  Exchange
Commission,  such  indemnification  is against public policy as expressed in the
Act and is therefore unenforceable.

Item 3.02.  Unregistered Sales of Equity Securities.

     Between  April 11, 2012 and July 20,  2012,  we sold  8,347,233  Units at a
price of $0.15 per Unit to a group of private investors.  Each Unit consisted of
one share of common stock and one warrant. Every two warrants entitle the holder
to purchase  one share of our common  stock at a price of $0.35 per share at any
time on or before April 30, 2014.

                                       10
The securities sold in the Private Offering were restricted securities,  as
that term is defined in Rule 144 of the Securities and Exchange  Commission.  We
relied upon the exemption provided by Section 4(2) of the Securities Act of 1933
with respect to the issuance of these securities. The persons who acquired these
securities  were  all  provided  with  information  concerning  us  prior to the
acquisition of their  securities.  The certificates  representing the securities
will bear  legends  stating  that the  securities  may not be  offered,  sold or
transferred other than pursuant to an effective registration statement under the
Securities Act of 1933 or pursuant to an applicable exemption from registration.
No commissions were paid in connection with the sale of these securities.

Item 5.01.  Changes in Control of Registrant.
-

     See Item 2.01 of this report.

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

      See Item 2.01 of this report.

Item 5.06.  Change in Shell Company Status.

      See Item 2.01 of this report.

                                       11
SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date:  July 20, 2012.

                                 SAFEBRAIN SYSTEMS, INC.

                                 By: /S/ Michael Scott
                                     ----------------------------------
                                     Michael Scott, Chief Executive
                                     Officer

                                       12