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PART I

Note about Forward-Looking Statements

Most of the matters discussed within this report include forward-looking statements on our current expectations and projections about future events. In some cases you can identify forward-looking statements by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements. Such risks and uncertainties include the risks noted under “Item 1A Risk Factors.” We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

ITEM 1. BUSINESS

General

Brigthlane Corp. (“we”, the “Company”, “us” or the “Registrant”) was incorporated under the laws of the State of Delaware in December 2006 under the name “Cold Gin Corporation.” On December 27, 2010, we entered into an Agreement and Plan of Reorganization with Bonanza Gold Corp., a wholly-owned subsidiary of the Company, pursuant to which we merged with and into Bonanza Gold Corp, with Bonanza Gold Corp. being the surviving corporation. In connection with the reincorporation merger we changed our domicile from Delaware to Nevada, our name to Bonanza Gold Corp. and each outstanding share of our common stock was exchanged for one hundred fifty shares of the common stock of the Nevada entity. Thereafter, our trading market experienced some unusual activity. In an effort to stabilize the market, we effectuated a 150:1 reverse stock split on March 4, 2011.

We were initially established to become a developer of Internet media content for mixed martial arts fans and consumers. Effective December 10, 2010, we transitioned our business focus from that of a developer of Internet media for martial arts to a company engaged in the exploration and mining of minerals.

On December 1, 2014, the Board of Directors of the Company decreased the size of the Board of Directors to one through the appointment of Steve Helm as the Chief Executive Officer and the sole director of the company.  Concurrent with Steve Helm’s appointment were the resignations of Craig Russell and Stephen Buxton.  We decided to leverage Steve Helm’s knowledge of the real estate market and seek a take-over candidate in an attempt to enhance shareholder value.  In the third quarter of 2015, Brightlane Acquisition Corp. acquired a controlling interest in the Company from existing shareholders.

In connection with the change of control, our business transitioned to a lease-to-own real estate model.  This business model is oriented around the acquisition of single family homes and portfolios of single family homes and then lease-to-own the properties whereby the lessees will eventually own the home.  Once the tenants fulfill their obligations under the contract, we will deliver the deed to the lessees.  We actively pursue the acquisition of these types of homes through the purchase of bank REOs, portfolios and other methods of acquisition. 

In conjunction with this transition, effective September 22, 2015, we changed our name to Brightlane Corp.

On December 21, 2015, we completed the agreement to acquire all of the outstanding shares of Brightlane Homes, Inc., which through its wholly owned subsidiary, acquired a 99.9% limited partner interest in Brightlane RECA, LP which was the beneficiary of the Brightlane RECA Trust which owned a portfolio of assets referred to as the Brightlane RECA Portfolio.  

In April 2017, the partners of Brightlane RECA, LP amended the Revised Limited Partnership Agreement to admit Brightlane GP, Corp., an affiliate of the Registrant, as a General Partner of BL RECA LP.  Additionally, National Asset Advisors, LLC (NAA) transferred all of its General Partner interests and powers to Brightlane GP Corp. and withdrew as General Partner of Brightlane RECA LP.  

On November 21, 2017, the Registrant entered into an Agreement resulting in the following actions:  (1) Brightlane #1, LLC, a subsidiary of Brightlane Homes, Inc., a wholly owned subsidiary of Brightlane Corp., transferred its limited partnership interest in Brightlane RECA LP, the sole beneficiary of the Brightlane RECA Trust, to GP 2002, LLC; and (2) Brightlane GP Corp, a wholly owned subsidiary of Brightlane Corp., transferred its general partnership interest in Brightlane RECA LP, the sole beneficiary of the Brightlane RECA Trust, to GP 2002, LLC.

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The Agreement and the associated actions resulted in the termination of all agreements entered into on December 21, 2015 and all subsequent addenda to those agreements.  These actions terminate any rights of the Registrant to the Brightlane RECA Trust, thereby terminating all obligations to the underlying acquisition related debt associated with the assets contributed to the Brightlane RECA Trust.  In addition, per the November 21, 2017 Agreement the parties agreed that:  (1) the RECA Principals as defined in the Brightlane RECA Contribution Agreement agreed to return all of their common stock in the registrant totaling 2,100,013 common shares to the Registrant; and, (2) the RECA Principals agreed to facilitate the transfer of certain assets to Brightlane Homes, Inc., a wholly owned subsidiary of the Registrant.  

Brightlane Corp. now concentrates on being a real estate operator providing opportunities in the affordable housing market including reasonable rents and leases plus an opportunity to participate in a right-to-purchase program upon meeting certain criteria. Brightlane acquires single-family homes and portfolios of single-family homes and actively pursues the acquisition of these types of homes through one-off purchases, the purchase of portfolios, and other methods of acquisition.  We service a market that is historically underserved – those seeking living arrangements in the sub $150,000 home market. We continually seek out and make the appropriate investments in ancillary services.

We introduce these new services to our tenants/customers through our Brightlife Management subsidiary thereby offering a broader range of services not normally available in this (and other) market segments. Such services may include private label utilities, credit monitoring services, solar power, discount purchasing programs, and private label credit facilities, among other value-added services in the process of being developed.

While the acquisition of single family residential homes is at the core of Brightlane's strategic intent, we are developing and launching various additional strategic initiatives. Many of these initiatives involve the offering of various ancillary services to current Brightlane Corp. tenants/customers. Such services may include private label utilities, credit monitoring services, solar power, discount purchasing programs, private label credit facilities, among other programs and benefits.

Brightlane is also seeking to expand its business model into multifamily, active adult living, student housing and build-to-rent within the affordable housing space.  We will soon be executing a ground up construction platform of rental single and multifamily products.

Operations

We are focused on the acquisition, renovation, leasing, and managing of low priced single-family homes throughout the United States utilizing a lease-to-own structure.  The scope of the lease-to-own business opportunity is very large, as growing numbers of families now lease-to-own because they cannot obtain a mortgage.  Rental vacancy rates are declining thus increasing rental rates across the nation.  In fact, rental vacancy rates are at their lowest level since 2000, and on average, inflation-adjusted rents in the U.S. have returned to the peak levels reached in 2000.

Single-family home values in the U.S. are expected to rise as the housing market continues to recover.  Over the next 18 months, we intend to acquire, renovate if necessary, and then lease-to-own up to 2,000 low priced single-family homes.

The Brightlane Homes, Inc. acquisition furthers the Company’s objective to proffer a unique and innovative business model that generates attractive risk-adjusted returns for our shareholders through the reinvestment of earnings and capital appreciation.  We intend to become the “new pathway to homeownership” for the millions of Americans who were displaced from their homes by the economic crisis or whose buying power has been negatively affected by new banking rules and regulations that essentially put homeownership out of the reach of ordinary Americans.

Our business model will focus on its lessees and will assist the “Future Owner” in establishing and managing credit needed to ultimately own the home they will be leasing.  We intend to provide technological and green energy features in our homes that are not usually associated with low priced single-family homes.  In addition, our ultimate goal is to make available other financial and lifestyle services and products to improve the quality of life for our “Future Owners”.

We intend to eventually take advantage of the continuing dislocation in the U.S. single-family housing market and the macroeconomic trends in favor of leasing homes.  One of the key elements of our business model is the ability to acquire low priced single-family homes at significant discounts to their most recent broker price opinion (“BPO”).  BPO is defined as “the estimated value of a property as determined by a real estate broker or other qualified individual or firm.  

We have access to discounted low priced single-family homes through our relationship with Mr. James Odell Barnes, Jr., and Carolina Acquisition Corp. (“CAC”).  In addition to Mr. Barnes’ well-established channels, we are pursuing bulk acquisitions of single-family homes from banks, mortgage servicers, competitors, government sponsored enterprises, private investors, and other financial institutions.

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Mr. James Odell Barnes, Jr. is nationally known as the “Foreclosure King” and is one of the largest buyers of REO foreclosed homes in the United States.  Mr. Barnes has over 35 years of experience in buying and selling bank-owned and REO properties.  Mr. Barnes has a reputation as one of the most successful and knowledgeable real estate professionals in the U.S. bank-owned and REO property market.  Despite published concerns regarding shrinking home inventory, Mr. Barnes has assured us that he expects the availability of and his access to bulk low priced single-family homes to remain constant.

Brightlane Homes, Inc. maintains an exclusive contract with Carolina Acquisition Corp. for Mr. Barnes’ services in the identification, evaluation, acquisition, and oversight of the renovation of the properties that Brightlane will ultimately purchase.  We will pay CAC an acquisition and renovation fee of about 5% of all costs and expenses that incurred in connection with the initial acquisition, repair, and renovation of single-family properties acquired.  The acquisition and renovation fee is based upon an industry standard fee paid by a publicly traded REIT that owns and rents single-family residential homes.

We may renovate acquired homes to the extent necessary and lease them to qualified residents.  We will utilize third party companies to perform our renovation functions.  We have been in discussions with a full service nationwide property preservation company that has many years of experience in REO & Pre-REO property preservation, restoration, maintenance and repair services.  The standard renovation process normally includes paint, flooring, appliances, landscaping, cleaning, and general repairs.  We will establish guidelines that will be applied across all of our markets to ensure uniformity in renovation and maintenance standards.  Upon completion of the renovation process, houses will be (if required) inspected to ensure compliance with specifications for paint, carpet and service-ready appliances.  Once renovation specifications are confirmed, then a final safety and occupancy inspection occurs and the home is ready to be leased.  Most single-family residential operators will agree that every $1.00 USD spent on single-family home renovations usually results in increased value of the property.

Industry Overview

Companies in this industry acquire, develop, operate, lease, dispose, sell, and market real estate.  Real estate agencies and brokerages, Real Estate Operating Companies (REOCs), commercial and single-family or multifamily residential real estate developers, commercial and residential property management companies, and REITs (real estate investment trusts) are included in this industry.  Real estate investing is a part of the industry and it involves the purchase, ownership, management, rehabilitation, rental and/or sale of real estate for profit.

Market Analysis

Residential housing is the largest real estate asset class in the United States with a total value of $20+ trillion USD, according to the Federal Reserve Flow of Funds release.  According to the U.S. Census Bureau, since 1965, approximately one-third of this asset class has been rentals and single-family homes comprising roughly one-third of all residential rental housing.  Estimated market value for low priced homes (homes each with a value of less than $150,000) is in excess of $90 billion (according to Corelogic and Realty Trac estimates).  In total, there are over $1 billion in single-family investment properties that are owned by a fragmented investor base.

Within the overall rental market, the single-family rental segment has continued to grow its relative market share compared to other types of housing rentals.  The primary factors driving the increase in demand for single-family rental properties are:  (1) constraints on home mortgage financing; and, (2) the displacement of homeowners.  While the affordability of homes has risen, the restrictions on home mortgage financing have made purchasing for would-be home purchasers very difficult.

In many markets, rental vacancies have fallen and rents have risen, even in areas hardest hit during the housing and economic downturn.  With an increasing trend towards a mobile workforce, America is undergoing a shift in demographics.  Baby boomer households are becoming empty nesters, and the number of 25 to 34 year-olds is growing at an accelerated rate, as members of ‘Generation Y’ reach the stage of their life when they would typically consider buying a home.  Also, the rising cost of college education and the corresponding burden of student loans leave the younger generations with burdensome debt and less willing or able to take on mortgage debt.

The single-family rental space is in the early stages of a consolidation phase.  The paradigm of the single-family home market is shifting to larger institutional buyers.  These buyers, regional and national, have started to consolidate the more expensive segements in the single-family home marketplace.

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The strategies utilized by institutional buyers have been to acquire homes through porfolio purchases, at auction, and at the court house steps.  These purchases are at distressed prices, and the companies add value to their homes through efficient rennovations.  Efficently purchased homes and rennovations bring high rental yields and the potential for rental price, as well as purchase price appriciation.  We intend to utilize these profitable strategies, as well as others, in the low-income segment of the market, which large institutional buyers have not yet entered.  We are one of the first to attack this segement of the single-family home market due to the expertise and high-touch servicing needed to manage the properties.  While the low-income segment brings challenges, it also has the ability to bring higher returns.

The aforementioned conditions have primed the market for our innovative business plan.  The ability to acquire single-family homes at discounted prices and rehabilitate the homes, as well as the recent increase in the number of renters makes this plan very dynamic and, potentially, very profitable.

Target Market

Our Target Market is the affordable low cost single-family residential lease-to-own market segment.  This segment is comprised of many people that have been displaced, or are unable to own due to bad credit.

SWOT Analysis

Our Competitive Strengths

•Access to Inventory - James Odell Barnes, Jr. has purchased foreclosed homes for nearly 40 years.  Through the experience and connections of James Odell Barnes one of our greatest strengths is access to inventory.  

•The Ability to Purchase Superior Value - The knowledge and experience of James Odell Barnes, Jr. and Steve Helm (our President) allows us to purchase properties in the strongest markets, at the best prices.  

•High-Touch Management – Our Brightlife Management subsidiary provides the experienced management necessary to make the single-family homes purchased profitable.   

•Strong Direction and Management – Steve Helm has approximately 30 years experience in the real estate industry, and James Odell Barnes, Jr. is one of the most experienced buyers of foreclosed homes in the United States.  

•Early Market Mover - We are an early market mover in the low-priced, single-family lease-to-own market segment.  Currently, the consolidation of single-family homes is taking place in higher income segments and with more expensive houses than we plan to purchase. 

Experienced Management Team

Steve Helm is our Chief Executive Officer and Director.  In addition, on December 10, 2015 the Board of Directors approved the addition of James Odell Barnes, Jr. to the Board; and, in November 2017, David Hill II was appointed to the Board of Directors, and also serves as our Vice President of Business & Legal Affairs.  A brief synopsis of our Board members’ credentials follows:

Steve Helm, Chairman, President, Chief Executive Officer and Director

Mr. Helm is a seasoned real estate executive specializing in the areas of finance, development/acquisition and property management for over 25 years. Mr. Helm is also currently the CFO of New Regional Planning, a real estate strategy and consulting firm. From 2004 to 2009 he served as Regional Director for Imperial Capital Bank/Bancorp (NYSE), launching the Texas/Rocky Mountain real estate lending platform as part of the firm’s national expansion. In that capacity, he opened and managed four real estate loan production offices (Dallas, Austin, Denver & Kansas City) covering the Texas, New Mexico, Oklahoma, Arkansas, Colorado and Kansas markets and funded in excess of $500 million of structured debt and portfolio permanent credit facilities from $500,000 to $20 million for a broad range of real estate development activities.

Prior to Imperial, he was President of the family business, The Helm Companies, directing the ground up development, re-development, financing and management of small retail and Class A, B & C multifamily properties. During his tenure with the family enterprise, Mr. Helm secured over $60 million of FHA (221 D-4 & 223F) and conventional bank debt as well as LIHTC, private and mezzanine equity financing and supervised the management of a multifamily portfolio of 6 properties comprising over 900 units. Mr. Helm earned the National Apartment Association CAPS Designation and is a CPM Candidate. Mr. Helm holds an MBA from the Cox School of Business, Southern Methodist University, and a BBA in Finance from the University of Texas at Austin.

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David Hill II, Vice President of Business & Legal Affairs

Mr. Hill has served as our Vice President of Business and Legal Affairs, since August 1, 2016. Mr. Hill is an entrepreneurial attorney. Mr. Hill has counseled and consulted start-ups in regards to equity functions, regulatory issues, business development, and venture capital funding.

Mr. Hill earned a Bachelor of Arts degree in Political Science from Auburn University, a Juris Doctorate from the Cumberland School of Law at Samford University, and a Masters of Law in Law and Entrepreneurship from the Duke University School of Law. Mr. Hill is a member of the State Bar of Georgia.

James Odell Barnes, Jr., Director

Mr. Barnes, the “Foreclosure King,” is one of the largest buyers of real estate owned foreclosed homes in the United States. He has been in the owner-financing business since 1979, and during his career he has bought and sold more than 50,000 properties. Mr. Barnes’ success, knowledge, and experience have brought him great publicity. He has been featured in the Wall Street Journal, NPR, and twice on ABC’s award winning series Nightline.

Mr. Barnes has amassed many connections, due to his success, in governmental institutions, the banking industry, and the investor community. His many connections allow him the ability to purchase more than 1,000 single-family homes a month. Mr. Barnes’ many years of experience brings with it the knowledge of which areas around the country will provide the most profit per acquisition.

Employees

As of April 17, 2017, in addition to Steve Helm and the guidance of James Odell Barnes, Jr. we had three full-time employees.

ITEM 1A.  RISK FACTORS

Not applicable to smaller reporting companies.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

The Company co-locates its corporate headquarters with one of Mr. Helm’s business endeavors at 3270 Sul Ross, Houston, Texas 77098.  We benefit from this co-location by having no rent at this facility throughout 2017.

In January of 2016, we established an office consisting of 1,250 square feet for operations in Atlanta, Georgia at 4140 Roswell Road NE.  The lease term was for 12 months automatically renewing annually for an additional 12 months.  Our monthly rent is $1,800.  We plan on increasing the size of this office as required, and are considering eventually making Atlanta, Georgia the location of our executive offices.

ITEM 3.  LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings, and we are not aware of any proceeding pending or threatened against us by any governmental authority or other party.

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

Market Information

Our common stock has been listed on the OTCMarkets under the symbol “BTLN” since September 22, 2015.  Prior to this, our common stock was listed on the OTCMarkets under the symbol “BNZA” since January 5, 2011, and prior to that on the Bulletin Board under the symbol “CLGC”.  

Holders

Common Stock

As of the date of this report, there were approximately 29 shareholders of record of our common stock and 19,442,667 shares of common stock deemed outstanding.

The beneficial owners of our common stock holding in excess of 5% are as follows:

1)David Hill II is the trustee for the James Odell Barnes, Jr. Irrevocable Trust. 

2)Peter Hellwig, a related party, has voting control of Brightlane Acquisition Corp. 

Preferred Stock

Currently we have two types of Preferred Stock:  (1) Series A Preferred Voting Stock, and (2) Series B Preferred Voting Stock.  There is one (1) share of Series A Preferred Voting Stock, and one (1) share of Series B Preferred Voting Stock issued and outstanding as of the date of this report.  The series designations of rights and preferences are synopsized below.

Series A Preferred Voting Stock.  With respect to all meetings of the shareholders of the Company at which the holders of the Company’s Common Stock, par value $0.001 per share, are entitled to vote and with respect to any written consents sought by the Company from the holders of the Common Stock, the holder of the share of Series A Preferred Voting Stock shall vote together with all the holders of the Common Stock and any other voting preferred stock issued and outstanding, and holders of the issued Series A Preferred Voting Stock shall be entitled to cast on such matters a number of votes equal to 20,000,000 common shares.

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Series B Preferred Voting Stock  With respect to all meetings of the shareholders of the Company at which the holders of the Company’s Common Stock, par value $0.001 per share, are entitled to vote and with respect to any written consents sought by the Company from the holders of the Common Stock, the holder of the share of Series B Preferred Voting Stock shall vote together with all the holders of the Common Stock and any other voting preferred stock issued and outstanding, and holders of the issued Series B Preferred Voting Stock shall be entitled to cast on such matters a number of votes equal to 20,000,000 common shares.

The original holder, Brightlane Acquisition Corp, of the Series A Preferred Voting Stock and Series B Preferred Voting Stock have commitments to the Company to include a loan to the Company on a convertible promissory note dated December 9, 2015 in the amount of $250,000 and to facilitate on a best efforts basis the injection of additional monies to be utilized by the Company in an amount of not less than $3 million prior to January 1, 2017 (extended to January 1, 2019), and the Series A Preferred Voting Stock share be automatically cancelled under the following provisions:

i)Upon conversion of the $250,000 convertible promissory note dated December 9, 2015. 

ii)Upon repayment of the $250,000 convertible promissory note dated December 9, 2015. 

iii)If the Company is not in receipt of a capital injection of $3 million provided by or facilitated by the holder, or its assignee, of the Series A Preferred Voting Stock or the Series B Preferred Voting Stock on or before January 1, 2017 (extended to January 1, 2019). 

Dividends and Share Repurchases

We have not paid any dividends to our shareholders.  There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future.

Unregistered Sales of Equity Securities

On December 21, 2015 we issued 12,000,000 million shares of our common stock as consideration for the acquisition of Brightlane Home Inc. via a share exchange agreement.  

Per the November 21, 2017 Agreement Principals in RECA as defined in the Brightlane RECA Contribution Agreement agreed to return all of their common stock in the registrant totaling 2,100,013 common shares to the Registrant.

The Company issued 519,662 shares of its common stock on July 17, 2017.  The holder of certain warrants elected to exercise his right to convert the exercisable warrants on a cashless basis into common stock prior to their expiration dates.

Warrants

On July 14, 2015, the Company’s Board of Directors, not subject to stockholder approval, approved the Amendment and Restatement of Outstanding Warrants.  The amendments extended the expiry date for a period of one year and added a provision for cashless exercise.

The following table shows the Company's warrants that are outstanding:

* As of December 31, 2017, the Company had issued 175,000 warrants that are exercisable at $1.25 per warrant for one share of common stock and remain outstanding, with an average remaining life of 0.02 years.  The Holder of any warrant may not exercise any portion of the Warrant if such exercise will cause it to own more than 4.99 percent of the Company’s issued and outstanding common stock.

The Company has no other potentially dilutive securities as of the date of this report.

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ITEM 6.  SELECTED FINANCIAL DATA

Not applicable because the Company is a smaller reporting company.

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

Investments in non-consolidated subsidiaries

Investments in non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.

Off Balance Sheet Arrangements

There are no off balance sheet arrangements.

Results of Operations for the years ended December 31, 2017 and 2016

For the year ended December 31, 2017, as compared to the year ended December 31, 2016, total revenues were $133,328 and $168,059, respectively; and net losses from continuing operations were $436,286 and $417,493 respectively.

Total revenue for the year ended December 31, 2017 was primarily attributable to rental and management fee income recognized from the operations of our Brightlife Management subsidiary and sale of real estate.  For the year ended December 31, 2017 we had income from fees collected of $11,450 and generated an additional $8,100 in proceeds from the operations of our Brightlife Management subsidiary that were comprised of management fees and tenant income, and we sold four real estate properties for net proceeds of $113,778 (after closing costs).  The real estate property sold had an cost basis of $64,400, resulting in gross profit to the Company of $49,378 from sales of real estate.  During the year ended December 31, 2017 and 2016 we had selling, general and administrative expenses from continuing operations of $453,745 and $453,766 respectively.  During the year ended December 31, 2017 and 2016 we incurred interest expenses of $51,469 and $32,581 respectively.

The net losses were attributable to operating expenses and other expenses that primarily consisted of expenses related to the implementation of the Company’s business model of a lease-to-own real estate business in addition to payroll, accrual in management fees, employee benefits, the acquisition and management of real estate, rent expenses for our facilities, and accrued interest on our notes payable.  In addition, during the year ended December 31, 2017 we integrated the operation of the Brightlane RECA portfolio, and subsequently in November 2017 we discontinued the operations of a significant portion of this portfolio.  The loss recognized from discontinued operations for the year ended December 31, 2017 was $799,270.

Liquidity

At December 31, 2017, we had cash and cash equivalents of $134,650. We have incurred negative cash flows from operations since we started our business.  We have spent and expect to continue to spend, substantial amounts in connection with implementing our business strategy, including our planned real estate acquisitions.

For the year ended December 31, 2017, we recorded a net loss of $1,235,556.  The losses from continuing operations were $436,286 and losses from discontinued operations were $799,270.  We had an adjustment of $1,900 due to depreciation and an adjustment of $50,744 as a result of accrued interest added to notes.  We had a positive change of $36,309 due to accounts receivable and positive change of $17,891 due to the investment in real estate.  We recorded a positive change of $29,905 from accounts payable, $23,729 from accrued expenses and $471 from accrued interest.  As a result, we had net cash used in operating activities of $279,965 for the year ended December 31, 2017.

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For the year ended December 31, 2016, we recorded a net loss of $417,493.  We had an adjustment of $896 due to depreciation.  We had a negative change of $36,309 due to accounts receivable and $62,965 due to the investment in real estate.  We recorded a positive change of $14,000 from accounts payable, $34,253 from accrued expenses and $28,306 from accrued interest, resulting in net cash used in operating activities of $439,312 for the year ended December 31, 2016.

We did not pursue any investing activities during the years ended December 31, 2017 and 2016.

For the year ended December 31, 2017, we received $400,000 as proceeds from a related party convertible note payable.  As a result, we had net cash provided by financing activities of $400,000 for the year ended December 31, 2017.

For the year ended December 31, 2016, we received $609,200 as proceeds from a related party convertible note payable.  We spent $360,000 on the repayment of a related party convertible note payable, $10,723 on the repayment of a demand note payable, and $431 on the purchase of equipment.  As a result, we had net cash provided by financing activities of $238,046 for the year ended December 31, 2016.

For the year ended December 31, 2017, we recorded a positive change in net cash used in operating activities of $4,627 as a result of discontinued operations.

On May 19, 2017, Brightlane – CLOC Acquisitions, L.L.C., a Delaware limited liability company and a wholly owned subsidiary of the registrant entered into a $5,000,000 revolving credit facility with CoreVest Finance (f/k/a Colony American Finance Lender, LLC).  This credit facility is for the acquisition of residential homes providing the Company an acquisition vehicle.  General provisions of this credit facility are an 18 month term at 9%, with a loan to value of 80%.  To date the Company has not utilized this credit facility at December 31, 2017.

The actual amount of funds we will need to operate is subject to many factors, some of which are beyond our control. We have based our estimate on assumptions that may prove to be wrong. We may need to obtain additional funds sooner or in greater amounts than we currently anticipate. Potential sources of financing include strategic relationships, public or private sales of our shares or debt and other sources. We may seek to access the public or private equity markets when conditions are favorable due to our long-term capital requirements.  While we have a best efforts commitment from the aforementioned accredited investor it is uncertain when such additional funding will be available and whether the terms will be acceptable to us. If we raise funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of our existing stockholders will be diluted. If we are not able to obtain financing when needed, we may be unable to carry out our business plan. As a result, we may have to significantly limit our operations and our business, financial condition and results of operations would be materially harmed.

We have no known demands or commitments and are not aware of any events or uncertainties as of December 31, 2017, other than the work commitment previously mentioned, that will result in or that are reasonably likely to materially increase or decrease our current liquidity.

Capital Resources

We had no material commitments for capital expenditures as of December 31, 2017 and 2016.

Critical Accounting Policies

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies which are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows. On a regular basis, we review our accounting policies and how they are applied and disclosed in our financial statements.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Estimates are based on historical experience, management expectations for future performance, and other assumptions as appropriate. Key areas affected by estimates include the assessment of the recoverability of long-lived assets, which is based on such factors as estimated future cash flows. We re-evaluate estimates on an ongoing basis; therefore, actual

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results may vary from those estimates.

Fair Values of Financial Instruments

The carrying values of cash, accounts receivable, accounts payable and accrued expenses approximate the fair values of these instruments due to their short-term nature. The carrying amount for borrowings under the financing agreement approximates fair value because of the variable market interest rates charged for these borrowings.

Trends and Uncertainties

We may be subject to liability for failure to comply with the requirements of Regulation 14C under the Securities Exchange Act of 1934 (the “Exchange Act”).  On September 25, 2015 we filed a Form 8-K announcing an amendment to the articles of incorporation which included changing our name to Brightlane Corp., the increase in our authorized capitalization to 350,000,000 shares, and the creation of a preferred class of stock effective on September 22, 2015. We inadvertently did not timely comply with the requirements of Regulation 14C under the Exchange Act.  This would have required us to circulate an information statement describing the corporate action taken by the written consent of a majority of our shareholders at least 20 days prior to the effective date of the corporate action. We did however have super majority shareholder consent as required for amending the articles of incorporation and complied with Rule 10b-17 of the Exchange Act as we timely filed the amendment to the articles of incorporation with the Financial Industry Regulatory Authority (“FINRA”) on September 11, 2015, for this action to be recognized in the market for trading purposes. Previously we viewed filing a Preliminary 14C Information Statement as duplicative of prior filings and the Corporate Action Notification filed with FINRA on September 11, 2015 which did not give rise to appraisal rights to our shareholders.  We have since acknowledged our inadvertent mistake, and in order to cure the error and to comply with Regulation 14C, we filed a Preliminary Information Statement with the SEC on November 23, 2015. The SEC has as part of its comments to the Preliminary Information Statement asked that we include this stated risk factor for the near foreseeable future. The failure to initially comply with Regulation 14C in a timely manner was inadvertent, and while not probable, could cause the SEC to bring an enforcement action or commence litigation against us for failure to comply with Regulation 14C. Such enforcement could subject us to penalties including the payment of fines or damages. Any such claims or actions could cause us to expend financial resources to defend ourselves, and could divert the attention of our management from our core business.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable because the Company is a smaller reporting company.

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ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

BRIGHTLANE CORP.

INDEX TO AUDITED FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNING FIRM

To the Board of Directors and Stockholders of

Brightlane Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Brightlane Corp. (the Company) as of December 31, 2017 and 2016, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2017, and the related notes  (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the consolidated financial statements, The Company has only generated minimal revenues since inception, has sustained operating losses since inception, and has an accumulated deficit of $2,931,837 at December 31, 2017.These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3 to the accompanying financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Paritz & Company P.A.

We have served as the Company’s auditors since 2015

Hackensack, New Jersey

April 2, 2018

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BRIGHTLANE CORP.

CONSOLIDATED BALANCE SHEET

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

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BRIGHTLANE CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

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BRIGHTLANE CORP.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the years ended December 31, 2017 and 2016

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

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BRIGHTLANE CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

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BRIGHTLANE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

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NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Convertible Instruments

The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”.

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the

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Restricted Stock

The Company issues restricted stock to consultants for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is measurable more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete.

Stock-Based Compensation

FASB ASC 718 “Compensation – Stock Compensation,” prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity’s past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 “Equity – Based Payments to Non-Employees.” Measurement of share-based payment

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NOTE 9 – RELATED PARTY TRANSACTIONS AND BALANCES

On December 9, 2015, we entered into a subscription agreement to sell one unit consisting of a $250,000 promissory note, one share of Series A Preferred Voting Stock and one share of Series B Preferred Voting Stock to a related-party in exchange for $250,000 and the investor’s agreement to utilize its best efforts to cause a capital injection of up to $3,000,000.00 into the Company on or before January 1, 2017 (extended to January 1, 2019).  The promissory note carries an interest rate of 6% per annum with a maturity date of December 9, 2018.  The lender may convert into shares of our common stock after one year, at $0.50 per share.  The lender has the option of accruing interest or receiving interest only payment annually. The lender elected to have interest accrued thereby increasing the principal due to $280,900 at December 31,2017. Interest expense for this note for the years ended December 31, 2017 and 2016 was $15,958 and $15,000 respectively.

On March 24, 2016, we received an additional $110,000 in capital from the aforementioned related party as an advance on the commitments this related party has to us.  The promissory note carries an interest rate of 6% per annum with a maturity date of March 24, 2019.  The lender may convert into shares of our common stock after one year, at $0.50 per share.  The lender has the option of accruing interest or receiving interest only payment annually.  The lender elected to have interest accrued thereby increasing the principal due to $116,618 at December 31,2017.  Interest expense for this note for years ended December 31, 2017 and 2016 was $6,926 and $5,077 respectively.

On July 27, 2016, we received an additional $499,200 in capital from the aforementioned related party as an advance on the commitments this related party has to us.  The promissory note carries an interest rate of 6% per annum with a maturity date of July 27, 2019.  The lender may convert into shares of our common stock after one year, at $0.50 per

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

There were no disagreements with accountants on accounting and financial disclosure for the year ended December 31, 2017 and 2016.

ITEM 9A.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this annual report, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the SEC. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act Rule 13a-15, the Company’s management, including the Chief Executive Officer who also serves as our Principal Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Office who also serves as our Principal Financial Officer concluded that the disclosure controls and procedures are ineffective.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: domination of management by a single individual without adequate compensating controls, lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives, and lack of an audit committee. These material weaknesses were identified by our Chief Executive Officer who also serves as our Principal Financial Officer in connection with the above annual evaluation.

Management believes that the material weaknesses did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and inadequate segregation of duties results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management recognizes that its controls and procedures would be substantially improved if we had an audit committee and two individuals serving as officers and as such is actively seeking to remediate this issue.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework. Based on the assessment, management concluded that, as of December 31, 2017, the Company’s internal control over financial reporting is ineffective based on those criteria.

The Company’s management, including its Chief Executive Officer who also serves as our Principal Financial Officer, does not expect that the Company’s disclosure controls and procedures and its internal control processes will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that the breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time,

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controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We will work as quickly as possible to implement these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.

Changes in Internal Control

There have been no changes in internal controls over the financial reporting that occurred during the period covered by this report, fourth quarter of the fiscal year ended December 31, 2016, that has materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

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 that permit the Company to provide only management’s report in this annual report.

ITEM 9B.  OTHER INFORMATION

None.

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PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Steve Helm is our Chief Executive Officer and Director.  In addition, on December 10, 2015 the Board of Directors approved the addition of James Odell Barnes, Jr. to the Board; and, in November 2017, David Hill II was appointed to the Board of Directors, and also serves as our Vice President of Business & Legal Affairs.  A brief synopsis of our Board members’ credentials follows:

Steve Helm, Age 56, Chairman, President, Chief Executive Officer and Director

Mr. Helm is a seasoned real estate executive specializing in the areas of finance, development/acquisition and property management for over 25 years. Mr. Helm is also currently the CFO of New Regional Planning, a real estate strategy and consulting firm. From 2004 to 2009 he served as Regional Director for Imperial Capital Bank/Bancorp (NYSE), launching the Texas/Rocky Mountain real estate lending platform as part of the firm’s national expansion. In that capacity, he opened and managed four real estate loan production offices (Dallas, Austin, Denver & Kansas City) covering the Texas, New Mexico, Oklahoma, Arkansas, Colorado and Kansas markets and funded in excess of $500 million of structured debt and portfolio permanent credit facilities from $500,000 to $20 million for a broad range of real estate development activities.

Prior to Imperial, he was President of the family business, The Helm Companies, directing the ground up development, re-development, financing and management of small retail and Class A, B & C multifamily properties. During his tenure with the family enterprise, Mr. Helm secured over $60 million of FHA (221 D-4 & 223F) and conventional bank debt as well as LIHTC, private and mezzanine equity financing and supervised the management of a multifamily portfolio of 6 properties comprising over 900 units. Mr. Helm earned the National Apartment Association CAPS Designation and is a CPM Candidate. Mr. Helm holds an MBA from the Cox School of Business, Southern Methodist University, and a BBA in Finance from the University of Texas at Austin.

David Hill II, Age 31, Vice President of Business & Legal Affairs

Mr. Hill has served as our Vice President of Business and Legal Affairs, since August 1, 2016. Mr. Hill is an entrepreneurial attorney. Mr. Hill has counseled and consulted start-ups in regards to equity functions, regulatory issues, business development, and venture capital funding.

Mr. Hill earned a Bachelor of Arts degree in Political Science from Auburn University, a Juris Doctorate from the Cumberland School of Law at Samford University, and a Masters of Law in Law and Entrepreneurship from the Duke University School of Law. Mr. Hill is a member of the State Bar of Georgia.

James Odell Barnes, Jr., Age 66, Director

Mr. Barnes, the “Foreclosure King,” is one of the largest buyers of real estate owned foreclosed homes in the United States. He has been in the owner-financing business since 1979, and during his career he has bought and sold more than 50,000 properties. Mr. Barnes’ success, knowledge, and experience have brought him great publicity. He has been featured in the Wall Street Journal, NPR, and twice on ABC’s award winning series Nightline.

Mr. Barnes has amassed many connections, due to his success, in governmental institutions, the banking industry, and the investor community. His many connections allow him the ability to purchase more than 1,000 single-family homes a month. Mr. Barnes’ many years of experience brings with it the knowledge of which areas around the country will provide the most profit per acquisition.

Directors’ Term of Office

Directors will hold office until the next annual meeting of stockholders and the election and qualification of their successors. Officers are elected annually by our board of directors and serve at the discretion of the board of directors.

Director Independence

Although our securities do not trade on any national securities exchange, for purposes of independence we use the NASDAQ definition of independence. Our directors, Steven Helm and David Hill II, are not independent because of their positions as executive officers of the Company.  James Odell Barnes, Jr. is independent in accordance with the NASDAQ definition for independence.

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Audit Committee and Audit Committee Financial Expert

Our board of directors acts as our audit committee and compensation committee. We do not have an “audit committee financial expert,” as that term is defined in Item 407(d) of Regulation S-K promulgated under the Securities Act. The board of directors believes that its members are financially literate and experienced in business matters and are capable of (1) understanding generally accepted accounting principles (“GAAP”) and financial statements, (2) assessing the general application of GAAP principles in connection with our accounting for estimates, accruals and reserves, (3) analyzing and evaluating our financial statements, (4) understanding our internal controls and procedures for financial reporting, and (5) understanding audit committee functions, all of which are attributes of an audit committee financial expert. However, the board of directors believes that no audit committee member has obtained these attributes through the experience specified in the SEC's definition of “audit committee financial expert.” Further, as is the case with many small companies, it would be difficult for us to attract and retain board members who qualify as “audit committee financial experts,” and competition for such individuals is significant. The board of directors believes that its current audit committee is able to fulfill its role under SEC regulations despite not having a designated “audit committee financial expert.”

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s executive officers, directors and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s common stock. Such officers, directors and persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms that they file with the SEC.

Based solely on a review of the copies of such forms that were received by the Company, or written representations from certain reporting persons, the Company is not aware of any failures to file reports or report transactions in a timely manner during the Company’s fiscal year ended December 31, 2017.  The appropriate filing of Form 3s during fiscal year ended December 31, 2015 occurred by Brightlane Acquisition Corp., David Hill II, James Odell Barnes Jr. Irrevocable Trust and Lloyd G. Dominick upon their respective acquisition of beneficial ownership of in excess of 10% of our common stock, as well as a Form 3 by James Odell Barnes Jr. upon being appointed to the Board of Directors.  The appropriate subsequent Form 4 was filed by James Odell Barnes Jr., being the beneficial owner of the James Odell Barnes Jr. Irrevocable Trust upon it receiving beneficial ownership of our common stock.  Also, Brightlane Acquisition Corp. filed the appropriate subsequent Form 4 upon it receiving 1 share of our Series A Preferred Voting Stock and 1 share of our Series B Preferred Voting Stock.

Code of Ethics

We have adopted a Code of Ethics applicable to our officers and directors, which is filed as an exhibit to this Annual Report on Form 10-K.  We will provide any person without charge, upon written or oral request to our corporate headquarters, a copy of our Code of Ethics.

Procedure for Nominating Directors

We have not made any material changes to the procedures by which security holders may recommend nominees to our Board of Directors.

Family Relationships

There are no family relationships among our directors, executive officers or persons nominated to become executive officers or directors.

Involvement in Certain Legal Proceedings

During the past ten (10) years, none of our directors, persons nominated to become directors, executive officers, promoters or control persons was involved in any of the legal proceedings listed in Item 401 (f) of Regulation S-K.

Arrangements

There are no arrangements or understandings between an executive officer, director or nominee and any other person pursuant to which he was or is to be selected as an executive officer or director.

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ITEM 11.  EXECUTIVE COMPENSATION

There was no compensation paid in cash or in stock to our Chief Executive Officer for services rendered for each of the years ending December 31, 2017 and 2016.  However, we are accruing an annual compensation for our Chief Executive Office at a rate of $6,250 per quarter for an annual total of $25,000.  

David Hill II received compensation as our VP of Business & Legal Affairs for each of the years ending December 31, 2017 and 2016 of $61,750 and $54,000 respectively.

Option/SAR Grants in Last Fiscal Year

None.

Outstanding Equity Awards at Fiscal Year-End

None.

Compensation of Directors

None of the Company’s directors received any compensation for services as directors during the last fiscal year other than as stated above for our Chief Executive Officer.

Equity Compensation Plan Information

Not applicable.

Employment Agreements

None.

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

The following table sets forth certain information regarding beneficial ownership of our common stock as of December 31, 2017 by (i) each person (or group of affiliated persons) who is known by us to own more than five percent of the outstanding shares of our common stock, (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group.  As of December 31, 2017, there were 19,442,667 shares of common stock outstanding.

3)David Hill II is the trustee for the James Odell Barnes, Jr. Irrevocable Trust. 

4)Peter Hellwig, a related party, has voting control of Brightlane Acquisition Corp. 

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. The principal address of each of the stockholders listed below is c/o 3270 Sul Ross, Houston, TX  77098.

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

None.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Aggregate fees including expenses billed to us for the years ended December 31, 2017 and 2016 for professional services performed:

Board of Directors Pre-Approval Process, Policies and Procedures

Our principal auditors have performed their audit procedures in accordance with pre-approved policies and procedures established by our Board of Directors. Our principal auditors have informed our Board of Directors of the scope and nature of each service provided. With respect to the provisions of services other than audit, review, or attest services, our principal accountants brought such services to the attention of our Board of Directors prior to commencing such services.

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PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1) The following financial statements are included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2017:

1.Reports of Independent Registered Public Accounting Firms 

2.Balance Sheets as of December 31, 2017 and 2016 

3.Statements of Operations for the years ended December 31, 2017 and 2016  

4.Statement of Changes in Stockholders’ Equity (Deficit) as of December 31, 2017 

5.Statements of Cash Flows for the years ended December 31, 2017 and 2016 

6.Notes to the Financial Statements 

(a)(2) All financial statement schedules have been omitted as the required information is either inapplicable or included in the Consolidated Financial Statements or related notes.

(a)(3) The following exhibits are either filed as part of this report or are incorporated herein by reference:

3.1      Certificate of Incorporation of Cold Gin Corporation, as amended (incorporated herein by reference from the Company’s Exhibit to its Information Statement on Schedule 14C filed on December 3, 2010)

3.2     Articles of Incorporation of Bonanza Gold Corp., as amended (incorporated herein by reference from the Company’s Exhibit to its Information Statement on Schedule 14C filed on December 3, 2010)

3.3     Articles of Merger (incorporated herein by reference from the Company’s Exhibit to its Information Statement on Schedule 14C filed on December 3, 2010)

3.4     Certificate of Merger (incorporated herein by reference from the Company’s Exhibit to its Information Statement on Schedule 14C filed on December 3, 2010)

3.5     By-Laws of Bonanza Gold Corp. (incorporated herein by reference from the Company’s Exhibit to its Information Statement on Schedule 14C filed on December 3, 2010)

3.6 Certificate of Amendment to the Articles of Incorporation of Bonanza Gold Corp. (incorporated herein by reference from the Company’s Exhibit to its Information Statement on Schedule 14C filed on February 9, 2011)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned.

 BRIGHTLANE CORP.

Date:  April 2, 2018By:/s/ Steve Helm 

Steve Helm

President and Chief Executive Officer

(Principal Executive Officer, Principal Accounting Officer

and Principal Financial Officer)

/s/Steve Helm

Director

/s/David Hill II

Director

/s/James Odell Barnes, Jr.

Director

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