Attached files
| file | filename |
|---|---|
| EX-32.1 - Adama Technologies Corp | v164541_ex32-1.htm |
| EX-32.2 - Adama Technologies Corp | v137775_ex32-2.htm |
| EX-31.2 - Adama Technologies Corp | v164541_ex31-2.htm |
| EX-31.1 - Adama Technologies Corp | v164541_ex31-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
fiscal year ended December 31, 2008
o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
transition period from __________________ to
__________________________.
Commission
File Number: 333-148910
1 LANE TECHNOLOGIES
CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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98-0552470
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(State
or other jurisdiction of incorporation)
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(IRS
Employer Identification No.)
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c/o Aviram Malik, 76/7
Zalman Shazar Street, Hod Hasharon, Israel 45350
(Address
of principal executive
offices) (Zip
Code)
Registrant's
telephone number, including area code: +972-72-212-1324
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to section 12(g) of the Act: Common Stock, $0.0001 par
value
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No x
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes x No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large
accelerated filer ¨
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Accelerated
filer ¨
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Non-accelerated
filer ¨
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Smaller
reporting company x
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(Do
not check if a smaller reporting company)
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
Yes x No o
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently computed second fiscal
quarter. $180,000
The
number of shares of the issuer’s common stock issued and outstanding as
of January 26, 2009 was 73,890,000
shares.
Documents
Incorporated by Reference: Prospectus filed pursuant to Rule
424(b)(3) of the Act on February 19, 2008 (Registration No.
333-148910).
2
TABLE OF CONTENTS
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Page
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PART
I
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Item
1
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Business
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4
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Item
1A
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Risk
Factors
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7
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Item
1B
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Unresolved
Staff Comments
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7
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Item
2
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Properties
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7
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Item
3
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Legal
Proceedings
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7
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Item
4
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Submission
of Matters to a Vote of Security Holders
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7
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PART
II
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Item
5
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Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
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7
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Item
6
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Selected
Financial Data
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8
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Item
7
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operation
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8
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Item
7A
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Quantitative
and Qualitative Disclosures About Market Risk
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9
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Item
8
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Financial
Statements.
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9
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Item
9
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Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure
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9
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Item
9A(T)
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Controls
and Procedures
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10
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Item
9B
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Other
Information
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11
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PART
III
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Item
10
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Directors,
Executive Officers and Corporate Governance
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11
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Item
11
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Executive
Compensation
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12
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Item
12
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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12
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Item
13
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Certain
Relationships and Related Transactions, and Director
Independence
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13
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Item
14
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Principal
Accountant Fees and Services
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13
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PART
IV
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Item
15
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Exhibits,
Financial Statement Schedules
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14
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SIGNATURES
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16
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3
PART
I
Item
1. Business.
As used
in this Annual Report on Form 10-K (this “Report”), references to the “Company,”
the “Registrant,” “we,” “our” or “us” refer to 1 Lane Technologies Corp., unless
the context otherwise indicates.
Forward-Looking
Statements
This
Report contains forward-looking statements. For this purpose, any
statements contained in this Report that are not statements of historical fact
may be deemed to be forward-looking statements. Forward-looking
information includes statements relating to future actions, prospective
products, future performance or results of current or anticipated products,
sales and marketing efforts, costs and expenses, interest rates, outcome of
contingencies, financial condition, results of operations, liquidity, business
strategies, cost savings, objectives of management, and other
matters. You can identify forward-looking statements by those that
are not historical in nature, particularly those that use terminology such as
“may,” “will,” “should,” “expects,” “anticipates,” “contemplates,”
“estimates,” “believes,” “plans,” “projected,” “predicts,”
“potential,” or “continue” or the negative of these similar
terms. The Private Securities Litigation Reform Act of 1995 provides
a “safe harbor” for forward-looking information to encourage companies to
provide prospective information about themselves without fear of litigation so
long as that information is identified as forward-looking and is accompanied by
meaningful cautionary statements identifying important factors that could cause
actual results to differ materially from those projected in the
information.
These
forward-looking statements are not guarantees of future performance and involve
risks, uncertainties and assumptions that we cannot predict. In evaluating these
forward-looking statements, you should consider various factors, including the
following: (a) those risks and uncertainties related to general economic
conditions, (b) whether we are able to manage our planned growth efficiently and
operate profitable operations, (c) whether we are able to generate sufficient
revenues or obtain financing to sustain and grow our operations, (d) whether we
are able to successfully fulfill our primary requirements for cash, which are
explained below under “Liquidity and Capital Resources”. We assume no
obligation to update forward-looking statements, except as otherwise required
under the applicable federal securities laws.
HISTORY
OF OUR COMPANY
1 Lane
Technologies Corp. was incorporated in Delaware on September 19, 2007 and we are
a development stage company. On November 25, 2007 we executed an exclusive
worldwide patent-pending sale agreement with Mr. Eliezer Sheffer, the inventor
of a patent-pending technology (Patent Application Number: 11/720,518). We plan
to use said technology (security systems for mobile vehicles, trucks, and
shipping containers) to create a unique wireless data platform to support minute
by minute data transmissions. We completed a public offering of our
common stock in the first half of 2008, raising aggregate gross proceeds of
$90,000 pursuant to a registration statement on Form SB-2 that was declared
effective by the Securities and Exchange Commission on February 19,
2008. A private placement of common stock was completed on July 3,
2008, raising aggregate gross proceeds of $90,000 from 22
investors. On July 28, 2008 we implemented a 5 for 1 forward
stock split. On October 27, 2008 we executed an exclusive brownfield
license agreement with Solucorp Industries Ltd., pursuant to which we
acquired a 15 year license to certain environmental hazard remediation
technology.
PROPOSED
BUSINESS
Our
flagship product is a wireless data platform that supports minute by minute data
transmissions. It is intended for use in three main applications:
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·
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A
reliable and cheap data service: The wide region reliable, cheap data and
SMS service that can integrate and interact with all standard equipment in
use today.
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·
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A
wide region data control relay: The secure control data relay can be
transmitted from various stations all over the region to one or more
central locations.
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4
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·
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A
real-time, robust short message wireless service will always be available,
such that users can transmit vital information from hospitals, emergency
centers, and security apparatus to one or more control centers using AAT
TM
(At-All-Times).
|
The basic
system, using our proprietary, patent-pending technology, utilizes the
Industrial Scientific Medical (ISM) non-licensed spectrum to provide short
message and data transmission. The capacity is in an order of magnitude higher
and more robust than any currently available wireless or cellular
network.
The
technology enables a subscriber’s stand-alone module to transmit data packets
every 60 seconds (or less), with practically unlimited numbers of subscribers,
simultaneously and to all locations. The data packet includes key data such as
subscribers, ID, location, status or any other data messaging
applications.
The
system provides several key advantages, including: the ability to exploit the
readily available, existing worldwide non-licensed spectrum that is transparent
to other wireless and existing cellular networks; the ability to either
substitute or marginally relate to the on-going transmissions at no additional
cost; and the ability to provide non-stop, real-time, fail-safe data via a
wireless communications platform that ensures that the wireless link between
remote units and a monitoring center cannot be neutralized, severed, deciphered,
tampered, or compromised by hackers, without being detected in real-time. These
benefits all make this system an excellent platform for mission-critical
applications.
We plan
to further develop this system and investigate methods for targeting markets
related to security, monitoring and other mission-critical applications, as well
as traditional cellular carriers. The initial target market will likely be in
the area of security/protection for mission-critical assets (both mobile and
stationary). This market is currently plagued with two major deficiencies: the
inability to detect communications tamper-attempts in real-time, and an
excessive amount of false alarms. While there have been attempts to rectify
these deficiencies in the past, no current solutions have succeeded either
commercially or technically.
Our
solution is based on three “building blocks”: a subscriber unit, which is based
on a standard wireless communications chipset with minor hardware and software
algorithm additions; a base unit, which is also based on existing wireless
communications transceiver hardware (with additions of hardware and software
introduced by external SBC computer to manipulate the standard transceiver
operations); and a computer center, which is based on a standard PC with the
appropriate database management and display software connected via a Virtual
Private Network (VPN) to all the base units.
A key
concept of this solution includes relying on the repetitive subscriber unit
transmission to ensure that the subscriber unit is still active and operable and
that no tamper or breaches have occurred. As a result of this technology, we
estimate that we can create a cellular network at a fraction of the cost of
current cellular network deployments.
The
Company’s marketing plan includes some or all of the following: aligning itself
with major cellular, energy and security providers; establishing strategic
alliances to accelerate the marketing and sales regulatory process (where
needed) and utilizing partner distribution channels to market the applications
to its maximum potential; integrating additional development projects into its
infrastructure as a way of reducing its dependency on the cellular sector; and
generally leveraging its scientific and other key resources.
The
Company plans to utilize top-level business development personnel in order to
actively penetrate its markets and form strategic alliances with leading
players. The objective of this strategy is to develop a strong presence in the
North American and European markets, create a strong brand recognition and
product portfolio, extend its development program, and create an effective
global product distribution strategy.
5
RESEARCH
AND DEVELOPMENT
We are
not currently conducting any research and development activities. We do,
however, have plans to undertake research and development activities and will
retain one or more third parties to conduct research and development concerning
our wireless data system. We have not yet entered into any agreements,
negotiations, or discussions with any third parties with respect to such
research and development activities.
THIRD-PARTY
MANUFACTURERS/MARKETING STRATEGISTS
We may
rely on third parties to develop an effective marketing strategy and to work
with us to manufacture the product. If our manufacturing and distribution
agreements are not satisfactory, we may not be able to develop or commercialize
our solution as planned. In addition, we may not be able to contract with third
parties to market our solution in an economical manner. Furthermore, third-party
manufacturers may not adequately perform their obligations, which may impair our
competitive position. If a manufacturer fails to perform, we could experience
significant time delays or we may be unable to commercialize or continue to
market our wireless data system.
INTELLECTUAL
PROPERTY
On
November 25, 2007 we executed an exclusive worldwide patent-pending sale
agreement with Eliezer Sheffer, the original patent-pending owner, licensing all
rights, title and interest in a unique wireless data platform to support minute
by minute data transmissions. On May 31, 2007, a patent application was filed in
the United States Patent and Trademark Office.
In
addition, we are developing a website related to our product, which we intend to
use to promote, advertise, and potentially market our invention, once the
planning and development stages are complete. We intend to full protect our
invention and development stages with copyright and trade secrecy
laws.
COMPETITION
There are
several companies in the wireless and cellular communications industries,
including major international manufacturers. We are not, however, aware of any
other company that has developed, manufactured, and/or marketed a system or
solution of a similar nature that incorporates such a unique wireless data
platform to support minute by minute data transmissions.
EXISTING
OR PROBABLE GOVERNMENT REGULATIONS
We may be
subject to the provisions of the Federal Consumer Product Safety Act and the
Federal Hazardous Substances Act, among other laws. These acts empower the
Consumer Product Safety Commission to protect the public against unreasonable
risks of injury associated with consumer products. The CPSC has the authority to
exclude from the market articles that are found to be hazardous and can require
a manufacturer to repair or repurchase such devices under certain circumstances.
Any such determination by the CPSC is subject to court review. Violations of
these acts may also result in civil and criminal penalties. Similar laws exist
in some states and cities in the U.S. and in many jurisdictions throughout the
world.
EMPLOYEES
Other
than our current directors and officers, Aviram Malik and Gal Ilivitzki, we have
no other full time or part-time employees. If and when we develop a strategic
marketing plan for bringing our product to global markets, we may need
additional employees for such operations. We do not foresee any significant
changes in the number of employees or consultants we will have over the next
twelve months.
6
Item
1A. Risk Factors.
In
addition to the risk factors described in our registration statement on Form
SB-2, as filed with the Securities and Exchange Commission on January 29, 2008,
and although smaller reporting companies are not required to provide disclosure
pursuant to this Item, your attention is directed to the following risk factor
that relates to our business.
We
do not have sufficient cash to fund our operating expenses for the next twelve
months, and plan to seek funding through the sale of our common stock. Without
significant improvement in the capital markets, we may not be able to sell our
common stock and funding may not be available for continued
operations.
There is
not enough cash on hand to fund our administrative and other operating expenses
or our proposed research and development program for the next twelve months. In
addition, we will require substantial new capital following the development of a
strategic marketing plan for bringing our product to global markets in order to
actually market, arrange for the manufacturing of, and sell our product. Because
we do not expect to have any cash flow from operations within the next twelve
months, we will need to raise additional capital, which may be in the form of
loans from current stockholders and/or from public and private equity offerings.
Our ability to access capital will depend on our success in implementing our
business plan. It will also depend upon the status of the capital markets at the
time such capital is sought. Without significant improvement in the capital
markets, sufficient capital may not be available and the implementation of our
business plan could be delayed. If we are unable to raise additional funds in
the future, we may have to cease all substantive operations. In such event it
would not be likely that investors would obtain a profitable return on their
investment or a return of their investment at all.
Item
1B. Unresolved Staff Comments.
Smaller
reporting companies are not required to provide disclosure pursuant to this
Item.
Item
2. Properties.
Our
executive offices are located at 76/7 Zalman Shazar Street, Hod Hasharon,
Israel, in the home of Aviram Malik, our Chief Executive Officer and President.
We believe that this space is adequate for our current and immediately
foreseeable operating needs.
Item
3. Legal Proceedings.
There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, or any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
is a party adverse to the Company or has a material interest adverse to the
Company. The Company’s property is not the subject of any pending legal
proceedings.
Item
4. Submission of Matters to a Vote of Security Holders.
During
the period ending December 31, 2008, there has not been any matter which was
submitted to a vote of the Company’s shareholders through the solicitation of
proxies or otherwise.
PART
II
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.
Market
Information
Our
common stock is eligible to be traded on the Over-The-Counter Bulletin Board,
under the ticker symbol OLNT. However, there has been very limited
trading in our common stock and there is no established trading market for our
common stock.
7
Holders
As of
January 26, 2009, there were 73,890,000 shares of our common stock issued and
outstanding, which were held by 75 stockholders of record.
Dividends
We have
never declared or paid any cash dividends on our common stock nor do we
anticipate paying any in the foreseeable future. Furthermore, we expect to
retain any future earnings to finance our operations and expansion. The payment
of cash dividends in the future will be at the discretion of our Board of
Directors and will depend upon our earnings levels, capital requirements, any
restrictive loan covenants and other factors the Board considers
relevant.
Equity
Compensation Plans
We do not
have any equity compensation plans.
Recent
Sales of Unregistered Securities; Use of Proceeds from Registered
Securities
On
October 28 , 2008 we issued 8,890,000 shares of common, as part of the
consideration that we agreed to pay to Solucorp Industries Ltd. pursuant to an
exclusive brownfield license agreement dated October 27, 2008. The
shares were valued at $4 million and the agreement also provided for a cash
payment of $1 million. The shares were issued pursuant to an
exemption from the registration requirements of the Securities Act of 1933, as
amended, in a private placement under Section 4(2) of the Act.
Item
6. Selected Financial Data.
Smaller
reporting companies are not required to provide disclosure pursuant to this
Item.
Item
7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations.
We are a
development stage company and have not generated any revenues to
date. We have acquired a license to certain technology that may be
used in wireless data systems. Although we have not yet engaged a manufacturer
to develop and implement a strategic marketing plan for bringing our product to
global markets, based on our preliminary discussions with certain manufacturing
vendors we believe that it will take approximately three to four months to
construct a basic marketing strategy. If and when we have a viable strategy,
depending on the availability of funds, we estimate that we would need
approximately an additional four to six months to bring this product to market.
Our objective is to manufacture the product through third party sub-contractors
and market the product ourselves, and/or to license the manufacturing rights and
related technology to third party manufacturers who would then assume
responsibility for marketing and sales.
We have
also acquired a non-exclusive license to certain technology used in the
remediation of contaminated sites, pursuant to our agreement with Solucorp
Industries Ltd. dated October 27, 2008.
LIQUIDITY
AND CAPITAL RESOURCES
We had
$643 in cash at December 31, 2008, as compared to cash in the amount of $5,882
on December 31, 2007. In the year ended December 31, 2008 we funded
our activities through the issuance of 30,000,000 shares of our common stock,
for aggregate gross proceeds of $180,000.
There is
not enough cash on hand to fund our administrative and other operating expenses
or our proposed research and development program for the next twelve months, and
we do not anticipate that we will generate any revenues from operations for the
next twelve months. In addition, on October 27, 2008 we assumed an
obligation to pay Solucorp Industries Ltd. $1 million, including $100,000 that
was payable in November 2008 and has not been paid to date. In order
to meet our obligations to Solucorp Industries and to fund the development and
marketing of our planned wireless data systems, we will require significant new
funding which may be in the form of loans from current stockholders and/or from
public and private equity offerings. We do not currently have any
arrangements or understandings with any person regarding future equity or debt
financing.
8
Our
auditors have issued an opinion on our financial statements which includes a
statement describing our going concern status. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months, unless we obtain additional capital to pay our bills and meet our
other financial obligations. This is because we have not generated any revenues
and no revenues are anticipated until we begin marketing the product.
Accordingly, we must raise capital from sources other than the actual sale of
the product to implement our plan of operations and stay in
business.
RESULTS
OF OPERATIONS
We are a
development stage company and have not generated any revenues to
date. Our expenses in the year ended December 31, 2008 amounted to
$160,364, as compared to $5,118 in the period from September 17, 2007
(inception) to December 31, 2007. Expenses in 2008 included $47,534
in professional fees, incurred in connection with the preparation of our
financial statements and reports to the Securities and Exchange Commission and
the registration of our common stock on Form SB-2, $27,000 in consulting fees,
$16,339 in travel expenses, $55,556 in amortization relating to the
environmental hazard remediation technology license that we acquired from
Solucorp Industries on October 27, 2008, $4,520 in rent expenses and $9,415 of
miscellaneous other expenses.
Our net
loss in the year ended December 31, 2008, which includes foreign currency
transaction expenses of $151, amounted to $160,515, as compared to $5,118 in the
period from September 17, 2007 (inception) to December 31, 2007.
The
amounts presented in the financial statements do not provide for the effect of
inflation on the Company’s operations or its financial position. Amounts shown
for machinery, equipment, and leasehold improvements and for costs and expenses
reflect historical cost and do not necessarily represent replacement cost. The
net operating losses shown would be greater than reported if the effects of
inflation were reflected either by charging operations with amounts that
represent replacement costs or by using other inflation
adjustments.
OFF-BALANCE
SHEET ARRANGEMENTS
We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.
Item
7A. Quantitative and Qualitative Disclosures About Market
Risk.
Smaller
reporting companies are not required to provide disclosure pursuant to this
Item.
Item
8. Financial Statements.
The
financial statements and supplementary financial information required by this
Item are set forth immediately following the signature page and are incorporated
herein by reference.
Item
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
Item
9A. Controls and Procedures
Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial/Accounting Officer, we evaluated the
effectiveness of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934) as of December 31, 2008. Based upon that evaluation, our Chief
Executive Officer and Chief Financial/Accounting Officer concluded that our
disclosure controls and procedures were effective, as of December 31, 2008,
to ensure that information we are required to disclose in reports that we file
or submit under the Exchange Act (i) is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange
Commission’s rules and forms, and (ii) is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial/Accounting
Officer, as appropriate, to allow timely decisions regarding required
disclosure.
9
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with policies or procedures may
deteriorate.
Under the
supervision and with the participation of our management, including our Chief
Executive Officer, we conducted an assessment of the effectiveness of our
internal control over financial reporting as of December 31, 2007. In making
this assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission in Internal
Control-Integrated Framework as supplemented by the COSO publication, Internal
Control over Financial Reporting - Guidance for Smaller Public Companies. Based
on this evaluation, our management concluded that our internal control over
financial reporting was effective as of December 31, 2007 based on these
criteria.
This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management’s report in this annual report.
Item
9A(T). Controls and Procedures.
Management’s
Annual 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 Rules
13a-15(f) and 15d-15(f)). The Company’s internal control over financial
reporting is a process designed under the supervision of the Company’s principal
executive officer and principal financial officer, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of the Company’s financial statements for external reporting purposes in
accordance with accounting principles generally accepted in the United States of
America. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may
deteriorate.
The
Company’s management, with oversight and input from the Company’s Chief
Executive Officer and Chief Financial/Accounting Officer, conducted an
assessment of the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2008. The Company’s management based its
assessment on the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated
Framework as supplemented by the COSO publication, Internal Control over
Financial Reporting - Guidance for Smaller Public Companies. Based on
its evaluation under that framework, the Company’s management concluded that the
Company’s internal control over financial reporting was effective as of December
31, 2008.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting. The Company’s management’s report was not subject to
attestation by the Company’s registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the
Company to provide only it’s management’s report in this annual
report.
During
the year ended December 31, 2008, there was no change in our internal
control over financial reporting that has materially affected, or is reasonably
likely to materially affect our internal control over financial
reporting.
10
Item
9B. Other Information.
None.
PART
III
Item
10. Directors, Executive Officers and Corporate Governance.
DIRECTORS
AND EXECUTIVE OFFICERS
The
following table sets forth certain information regarding the members of our
Board of Directors and our executive officers.
|
Name
|
Age
|
Positions
and Offices Held
|
||
|
Aviram
Malik
|
36
|
Chief
Executive officer, President and Director
|
||
|
Gal
Ilivitzki
|
41
|
Chief
Financial/Accounting Officer, Secretary and
Director
|
Our
Directors hold office until the next annual meeting of our stockholders or until
their successors are duly elected and qualified. Set forth below is a summary
description of the principal occupation and business experience of each of our
Directors and executive officers for at least the last five years.
Aviram Malik has been our
Chief Executive Officer, President and Director since the Company's inception on
September 17, 2007. After his service in the Israeli navy as a deep sea diver in
1994, Aviram served as a Branch Manager for a leading pharmaceuticals
corporation in Israel from 1994 to 1997. In 1997, Aviram was appointed European
Sales Manager for Buzz VC, a leading hi-tech video conferencing company. He held
this position for a several years and was later appointed Zone Manager for
Loreal, in France in 2000, where he was responsible for sales and management of
a sales force responsible for the Mediterranean region. From 2002-2003, Aviram
served as a retail manager for one of Israel's largest companies. As such, he
was responsible for negotiations with suppliers both in Israel and abroad,
overseeing the running of four Duty Free shops in Israel's air and sea
ports.
Gal Ilivitzki has served as
our Chief Financial/Accounting Officer, Secretary and Director since the
Company's inception on September 17, 2007. Gal graduated from university with a
dual B.A. in Public Administration and Political Science in 1995. From 1992 -
2000, while attending university and for a few years after his graduation, Gal
was employed first as an Assistant Manager and then as a Regional Manager of a
number of branch offices for a major pharmaceutical company in Israel. During
this time, he was responsible for managing large teams of employees and
overseeing many of the responsibilities and functions of the branches. From
2000-2001, Gal served as Marketing and Sales Manager for Shamir, a company
involved in the manufacturing and sales of building materials. While at Shamir,
he was responsible for managing both the sales team and the advertising budget.
Since 2001, Gal has served as a Manager of the SAKAL Group for their Northern
Stores, overseeing sporting and electronics goods. His responsibilities include
managing a large sales force (including store managers), negotiating with
suppliers in Israel and abroad.
There are
no familial relationships among any of our Directors or officers. None of our
Directors or officers is a Director in any other U.S. reporting companies except
as mentioned above. None of our Directors or officers has been affiliated with
any company that has filed for bankruptcy within the last five years. The
Company is not aware of any proceedings to which any of the Company’s officers
or Directors, or any associate of any such officer or Director, is a party that
are adverse to the Company. We are also not aware of any material interest of
any of our officers or directors that is adverse to our own
interests.
11
Each
Director of the Company serves for a term of one year or until the successor is
elected at the Company's annual stockholders' meeting and is qualified, subject
to removal by the Company's stockholders. Each officer serves, at the pleasure
of the Board of Directors, for a term of one year and until the successor is
elected at the annual meeting of the Board of Directors and is
qualified.
AUDIT
COMMITTEE AND FINANCIAL EXPERT
We do not
have an audit committee or an audit committee financial expert. Our corporate
financial affairs are simple at this stage of development and each financial
transaction can be viewed by any officer or Director at will. We will form an
audit committee if it becomes necessary as a result of growth of the Company or
as mandated by public policy.
CODE
OF ETHICS
We do not
currently have a Code of Ethics applicable to our principal executive, financial
and accounting officers; however, the Company plans to implement such a code in
the first or second quarter of 2009.
POTENTIAL
CONFLICTS OF INTEREST
Since we
do not have an audit or compensation committee comprised of independent
Directors, the functions that would have been performed by such committees are
performed by our Board of Directors. Thus, there is a potential conflict of
interest, in that our Directors who are also our officers have the authority to
determine issues concerning management compensation, and audit issues that may
affect management decisions. We are not aware of any other conflicts of interest
with any of our Directors or officers.
INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS
We are
not aware of any material legal proceedings that have occurred within the past
five years concerning any Director, Director nominee, or control person which
involved a criminal conviction, a pending criminal proceeding, a pending or
concluded administrative or civil proceeding limiting one's participation in the
securities or banking industries, or a finding of securities or commodities law
violations.
Item
11. Executive Compensation.
Since our
incorporation on September 17, 2007, we have not paid any compensation to our
directors or executive officers in consideration for their services as such, and
we do not owe any such compensation. We have no employment agreements with any
of our directors or executive officers. We have no pension, health, annuity,
bonus, insurance, stock options, profit sharing or similar benefit plans, and
none of our directors or executive officers holds any unexercised options, stock
that has not vested, or equity incentive plan awards.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
The
following table lists the number of shares of common stock of our Company that
are beneficially owned by (i) each person or entity known to our Company to be
the beneficial owner of more than 5% of the outstanding common stock; (ii) each
officer and director of our Company; and (iii) all officers and directors as a
group. Information relating to beneficial ownership of common stock by our
principal shareholders and management is based upon information furnished by
each person using “beneficial ownership” concepts under the rules of the
Securities and Exchange Commission. Under these rules, a person is deemed to be
a beneficial owner of a security if that person has or shares voting power,
which includes the power to vote or direct the voting of the security, or
investment power, which includes the power to vote or direct the voting of the
security. The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one person may be
deemed to be a beneficial owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial interest. Except as noted below, each person has sole
voting and investment power.
12
The
percentages below are calculated based on 73,890,000 shares of our common stock
issued and outstanding as of January 26, 2009. We do not have any outstanding
options, warrants or other securities exercisable for or convertible into shares
of our common stock. The address of each person listed is c/o Aviram Malik, 76/7
Zalman Shazar Street, Hod Hasharon, Israel 45350.
|
Officers, Directors and
5% Stockholders
|
No. of
Shares
|
Percentage
Ownership
|
||||||
|
|
||||||||
|
Aviram
Malik
|
7,525,000 | 10.2 | % | |||||
|
Gal
Ilivitzki
|
2,500,000 | 3.4 | % | |||||
|
Solucorp
Industries Ltd.
|
8,890,000 | 12.0 | % | |||||
|
All
directors and executive officers as a group (2 persons)
|
10,025,000 | 13.6 | % | |||||
Item
13. Certain Relationships and Related Transactions, and Director
Independence.
Other
than the transactions discussed below, we have not entered into any transaction
nor are there any proposed transactions in which our Director, executive
officer, stockholders or any member of the immediate family of the foregoing had
or is to have a direct or indirect material interest.
On
November 20, 2007, we issued 1,505,000 shares of our common stock to Mr. Aviram
Malik, our Chief Executive Officer, President and a director, in lieu of a cash
payment of $150.
On
November 20, 2007, we issued 500,000 shares of our common stock to Mr. Gal
Ilivitzki, our Chief Financial/Accounting Officer, Secretary and a director, in
lieu of a cash payment of $50.
As of
December 31, 2008, the Company owed $4,959 to it directors, executive officers,
and principal stockholders for working capital loans.
As of
December 31, 2008, consulting fees in the amount of $4,000 were paid to a
director of the Company.
Director
Independence
We are
not subject to listing requirements of any national securities exchange or
national securities association and, as a result, we are not at this time
required to have a majority of “independent directors” on our board of
directors. We do not believe that any of our current directors are
independent.
Item
14. Principal Accountant Fees and Services.
Fees
Paid to Principal Accountant
Weinberg
& Associates LLC of Baltimore, MD has served as the Company’s independent
auditor since inception. During our 2008 and 2007 fiscal years, the aggregate
fees which were billed to us by our independent auditor for professional
services were as follows:
13
|
Fiscal Year Ended
|
||||||||
|
December 31, 2008
|
December 31, 2007
|
|||||||
|
Audit
Fees
|
$ | 5,000 | $ | 5,000 | ||||
|
Audit-Related
Fees
|
||||||||
|
Tax
Fees
|
$ | 1,000 | $ | 1,000 | ||||
|
All
Other Fees
|
||||||||
Audit
Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Registered Public Accounting Firm.
As of
December 31, 2007, the Board has not established a formal documented
pre-approval policy for the fees of our principal accountant.
The
percentage of hours expended on the principal accountant's engagement to audit
our financial statements for the most recent fiscal year that were attributed to
work performed by persons other than the principal accountant's full-time,
permanent employees was 0%.
Part
IV
Item
15. Exhibits, Financial Statement Schedules.
|
Exhibit No.
|
Description
|
|
|
3.1
|
Certificate
of Incorporation (incorporated by reference to the Company’s Registration
Statement on Form SB-2, as filed with the Securities and Exchange
Commission on January 29, 2008)
|
|
|
3.2
|
By-Laws
(incorporated by reference to the Company’s Registration Statement on Form
SB-2, as filed with the Securities and Exchange Commission on January 29,
2008)
|
|
|
10.1
|
Exclusive
Worldwide Patent-Pending Sale Agreement between 1 Lane Technologies Corp.
and Eliezer Sheffer (incorporated by reference to the Company’s
Registration Statement on Form SB- 2, as filed with the Securities and
Exchange Commission on January 29, 2008)
|
|
|
10.2
|
Purchase
and Sale Agreement dated July 1, 2008, between Lavi Krasney and A.
Malik (incorporated by reference to the Company’s Registration
Statement on Form SB-2, as filed with the Securities and
Exchange Commission on January 29, 2008)
|
|
|
10.3
|
Purchase
and Sale Agreement dated July 1, 2008, between Asher Zwebner and Luscare
Holdings Corp. (incorporated by reference to the Company’s
Current Report on Form 8-K, as filed with
the Securities and Exchange Commission on July 15,
2008)
|
|
|
10.4
|
Purchase
and Sale Agreement dated July 1, 2008, between Asher Zwebner and Amnon
Dardick (incorporated by reference to the Company’s Current
Report on Form 8-K, as filed with the Securities and Exchange
Commission on July 15, 2008)
|
|
|
10.5
|
Purchase
and Sale Agreement dated July 1, 2008, between Asher Zwebner and Shmuel
Maayan (incorporated by reference to the Company’s Current
Report on Form 8-K, as filed with the Securities and Exchange
Commission on July 15, 2008)
|
|
|
10.6
|
Exclusive
Brownfield License Agreement, dated October 27, 2008 by and between 1
Lane Technologies Corp and Solucorp Industries, Ltd.
(incorporated by reference to the Company’s Current Report on
Form 8-K, as filed with the Securities and Exchange Commission on
October 28,
2008)
|
14
|
31.1
|
Certification
of Chief Executive Officer required by Rule 13a-14(a) under the Exchange
Act (filed herewith).
|
|
|
31.2
|
Certification
of Chief Financial Officer required by Rule 13a-14(a) under the Exchange
Act (filed herewith).
|
|
|
32.1
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (filed
herewith).
|
|
|
32.2
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (filed
herewith).
|
15
1
LANE TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
INDEX
TO FINANCIAL STATEMENTS
DECEMBER
31, 2008 AND 2007
|
Report
of Registered Independent Auditors
|
F-2 | |||
|
Financial
Statements-
|
||||
|
Balance
Sheets as of December 31, 2008 and 2007
|
F-3 | |||
|
Statements of Operations for the
Years Ended December
31, 2008 and 2007, and Cumulative from Inception
|
F-4 | |||
|
Statement of Stockholders’ Equity
for the Period from Inception Through December 31,
2008
|
F-5 | |||
|
Statements of Cash Flows for the
Years Ended December 31, 2008 and 2007, and Cumulative from
Inception
|
F-6 | |||
|
Notes
to Financial Statements
|
F-7 |
F-1
REPORT
OF REGISTERED INDEPENDENT AUDITORS
To the
Board of Directors and Stockholders
of 1 Lane
Technologies Corp.:
We have
audited the accompanying balance sheets of 1 Lane Technologies Corp. (a Delaware
corporation in the development stage) as of December 31, 2008 and 2007, and the
related statements of operations, stockholders’ equity, and cash flows for years
ended December 31, 2008 and 2007, and from inception (September 17, 2007)
through December 31, 2008. These financial statements are the responsibility of
the Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of 1 Lane Technologies Corp. as of
December 31, 2008 and 2007, and the results of its operations and its cash flows
for the years ended December 31, 2008 and 2007, and from inception (September
17, 2007) through December 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company is in the development stage, and has not established any
source of revenue to cover its operating costs. As such, it has incurred an
operating loss since inception. Further, as of December 31, 2008, the cash
resources of the Company were insufficient to meet its planned business
objectives. These and other factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plan regarding these
matters is also described in Note 2 to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Respectfully
submitted,
/s/ Alan
Weinberg CPA
Weinberg
& Associates, LLC
Baltimore,
Maryland
January
11, 2009
F-2
1
LANE TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEET
AS
OF DECEMBER 31, 2008 AND 2007
|
2008
|
2007
|
|||||||
|
ASSETS
|
||||||||
|
Current
Assets:
|
||||||||
|
Cash
in bank
|
$ | 643 | $ | 5,882 | ||||
|
Total
current assets
|
643 | 5,882 | ||||||
|
Other
Assets:
|
||||||||
|
Deferred
offering costs
|
- | 20,000 | ||||||
|
Acquired
technology, net of $55,556 amortization
|
4,944,444 | - | ||||||
|
Patent
pending
|
60,000 | 60,000 | ||||||
|
Total
other assets
|
5,004,444 | 80,000 | ||||||
|
Total
Assets
|
$ | 5,005,087 | $ | 85,882 | ||||
|
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
||||||||
|
Current
Liabilities:
|
||||||||
|
Accrued
liabilities
|
$ | 10,061 | $ | 21,000 | ||||
|
Acquired
technology obligation
|
1,000,000 | - | ||||||
|
Patent
contract obligation
|
- | 30,000 | ||||||
|
Loans
from related parties - Directors and stockholders
|
4,959 | 39,300 | ||||||
|
Total
current liabilities
|
1,015,020 | 90,300 | ||||||
|
Total
liabilities
|
1,015,020 | 90,300 | ||||||
|
Commitments
and Contingencies
|
||||||||
|
Stockholders'
Equity
|
||||||||
|
Common
stock, par value $.0001 per share, 200,000,000 shares authorized;
73,890,000 and 35,000,000 shares issued and outstanding,
respectively
|
7,389 | 3,500 | ||||||
|
Additional
paid-in capital
|
4,151,111 | - | ||||||
|
Discount
on common stock
|
(2,800 | ) | (2,800 | ) | ||||
|
(Deficit)
accumulated during the development stage
|
(165,633 | ) | (5,118 | ) | ||||
|
Total
stockholders' equity
|
3,990,067 | (4,418 | ) | |||||
|
Total
Liabilities and Stockholders' Equity
|
$ | 5,005,087 | $ | 85,882 | ||||
The
accompanying notes to financial statements are
an
integral part of these financial statements.
F-3
1
LANE TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS
FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007,
AND
CUMULATIVE FROM INCEPTION (SEPTEMBER 17, 2007)
THROUGH
DECEMBER 31, 2008
|
Year
|
Year
|
|||||||||||
|
Ended
|
Ended
|
Cumulative
|
||||||||||
|
December 31,
|
December 31,
|
From
|
||||||||||
|
2008
|
2007
|
Inception
|
||||||||||
|
Revenues
|
$ | - | $ | - | $ | - | ||||||
|
Expenses:
|
||||||||||||
|
General
and administrative-
|
||||||||||||
|
Professional
fees
|
47,534 | 2,750 | 50,284 | |||||||||
|
Legal
- incorporation
|
- | 2,200 | 2,200 | |||||||||
|
Consulting
|
27,000 | - | 27,000 | |||||||||
|
Travel
|
16,339 | - | 16,339 | |||||||||
|
Amortization
|
55,556 | 55,556 | ||||||||||
|
Rent
|
4,520 | 4,520 | ||||||||||
|
Other
|
9,415 | 168 | 9,583 | |||||||||
|
Total
general and administrative expenses
|
160,364 | 5,118 | 165,482 | |||||||||
|
(Loss)
from Operations
|
(160,364 | ) | (5,118 | ) | (165,482 | ) | ||||||
|
Other
Income (Expense)
|
||||||||||||
|
Foreign
currency transaction expenses
|
(151 | ) | - | (151 | ) | |||||||
|
Provision
for income taxes
|
- | - | - | |||||||||
|
Net
(Loss)
|
$ | (160,515 | ) | $ | (5,118 | ) | $ | (165,633 | ) | |||
|
(Loss)
Per Common Share:
|
||||||||||||
|
(Loss)
per common share - Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
|
Weighted
Average Number of Common Shares
|
||||||||||||
|
Outstanding
- Basic and Diluted
|
51,808,219 | 16,179,245 | ||||||||||
The
accompanying notes to financial statements are
an
integral part of these statements.
F-4
1
LANE TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF STOCKHOLDERS' EQUITY
FOR
THE PERIOD FROM INCEPTION (SEPTEMBER 17, 2007)
THROUGH
DECEMBER 31, 2008
|
(Deficit)
|
||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||
|
Additional
|
Discount on
|
During
the
|
||||||||||||||||||||||
|
Common
stock
|
Paid-in
|
Common
|
Development
|
|||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Stock
|
Stage
|
Totals
|
|||||||||||||||||||
|
Balance
- September 17, 2007
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
|
Common
stock issued for cash
|
35,000,000 | 3,500 | - | (2,800 | ) | - | 700 | |||||||||||||||||
|
Net
(loss) for the period
|
- | - | - | - | (5,118 | ) | (5,118 | ) | ||||||||||||||||
|
Balance
- December 31, 2007
|
35,000,000 | $ | 3,500 | $ | - | $ | (2,800 | ) | $ | (5,118 | ) | $ | (4,418 | ) | ||||||||||
|
Issuance
of common stock
|
15,000,000 | 1,500 | 64,700 | - | - | 66,200 | ||||||||||||||||||
|
Issuance
of common stock
|
15,000,000 | 1,500 | 87,300 | - | - | 88,800 | ||||||||||||||||||
|
Common
stock issued for acquired technology
|
8,890,000 | 889 | 3,999,111 | - | - | 4,000,000 | ||||||||||||||||||
|
Net
(loss) for the year
|
- | - | - | - | (160,515 | ) | (160,515 | ) | ||||||||||||||||
|
Balance
- December 31, 2008
|
73,890,000 | $ | 7,389 | $ | 4,151,111 | $ | (2,800 | ) | $ | (165,633 | ) | $ | 3,990,067 | |||||||||||
The
accompanying notes to financial statements are
an
integral part of these statements.
F-5
1
LANE TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007,
AND
CUMULATIVE FROM INCEPTION (SEPTEMBER 17, 2007)
THROUGH
DECEMBER 31, 2008
|
Year
|
Year
|
|||||||||||
|
Ended
|
Ended
|
Cumulative
|
||||||||||
|
December 31,
|
December 31,
|
From
|
||||||||||
|
2008
|
2007
|
Inception
|
||||||||||
|
Operating
Activities:
|
||||||||||||
|
Net
(loss)
|
$ | (160,515 | ) | $ | (5,118 | ) | $ | (165,633 | ) | |||
|
Adjustments
to reconcile net (loss) to net cash (used in) operating
activities:
|
||||||||||||
|
Amortization
|
55,556 | - | 55,556 | |||||||||
|
Changes
in net assets and liabilities-
|
||||||||||||
|
Accrued
liabilites
|
(20,939 | ) | 1,000 | 10,061 | ||||||||
|
Net
Cash Used in Operating Activities
|
(125,898 | ) | (4,118 | ) | (100,016 | ) | ||||||
|
Investing
Activities:
|
||||||||||||
|
Acquisition
and costs of intangible assets
|
- | (30,000 | ) | (60,000 | ) | |||||||
|
Net
Cash Used in Investing Activities
|
- | (30,000 | ) | (60,000 | ) | |||||||
|
Financing
Activities:
|
||||||||||||
|
Deferred
offering costs
|
(25,000 | ) | - | (25,000 | ) | |||||||
| 180,000 | 700 | 180,700 | ||||||||||
|
Loans
from related parties - Directors and stockholders
|
(34,341 | ) | 39,300 | 4,959 | ||||||||
|
Net
Cash Provided by Financing Activities
|
120,659 | 40,000 | 160,659 | |||||||||
|
Net
(Decrease) Increase in Cash
|
(5,239 | ) | 5,882 | 643 | ||||||||
|
Cash
- Beginning of Period
|
5,882 | - | - | |||||||||
|
Cash
- End of Period
|
$ | 643 | $ | 5,882 | $ | 643 | ||||||
|
Supplemental
Disclosure of Cash Flow Information:
|
||||||||||||
|
Cash
paid during the period for:
|
||||||||||||
|
Interest
|
$ | - | $ | - | $ | - | ||||||
|
Income
taxes
|
$ | - | $ | - | $ | - | ||||||
|
Issuance
of common stock for acquired technology
|
$ | 4,000,000 | ||||||||||
|
Obligation
payable for acquired technology
|
$ | 1,000,000 | ||||||||||
The
accompanying notes to financial statements are
an
integral part of these statements.
F-6
1
LANE TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
(1) Summary of Significant Accounting
Policies
Basis
of Presentation and Organization
1 Lane
technologies Corp. (“1 Lane technologies” or the “Company”) is a Delaware
corporation in the development stage and has not commenced operations. The
Company was incorporated under the laws of the State of Delaware on September
17, 2007. The business plan of the Company is to develop a commercial
application of the design in a patent pending of a “Security system for mobile
vehicles, trucks and shipping containers” which is a device intended to provide
security for mobile entities. The Company also intends to enhance the existing
prototype, obtain approval of its patent application, and manufacture and market
the product and/or seek third party entities interested in licensing the rights
to manufacture and market the device. The accompanying financial statements of 1
Lane Technologies were prepared from the accounts of the Company under the
accrual basis of accounting.
The
Company commenced a capital formation activity to submit a Registration
Statement on Form SB-2 to the Securities and Exchange Commissions (“SEC”) to
register and sell in a self-directed offering 15,000,000 (post forward stock
split) shares of newly issued common stock at an offering price of $0.03 for
proceeds of up to $90,000. The Registration Statement on Form SB-2 was filed
with the SEC on January 29, 2008 and declared effective on February 19, 2008. As
of May 19, 2008, the Company issued 15,000,000 (post forward stock split) shares
of common stock pursuant to the Registration Statement on Form SB-2, and
deposited proceeds of $90,000.
Cash and Cash
Equivalents
For
purposes of reporting within the statement of cash flows, the Company considers
all cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid debt instruments purchased with a maturity of
three months or less to be cash and cash equivalents.
Revenue
Recognition
The
Company is in the development stage and has yet to realize revenues from
operations. Once the Company has commenced operations, it will recognize
revenues when delivery of goods or completion of services has occurred provided
there is persuasive evidence of an agreement, acceptance has been approved by
its customers, the fee is fixed or determinable based on the completion of
stated terms and conditions, and collection of any related receivable is
probable.
F-7
1
LANE TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
Loss
per Common Share
Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period. Fully diluted loss per share is computed similar
to basic loss per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive. There were no dilutive financial instruments issued or outstanding for
the period ended December 31, 2008.
Income
Taxes
The
Company accounts for income taxes pursuant to SFAS No. 109, Accounting for Income Taxes
(“SFAS 109”). Under SFAS 109, deferred tax assets and liabilities are determined
based on temporary differences between the bases of certain assets and
liabilities for income tax and financial reporting purposes. The deferred tax
assets and liabilities are classified according to the financial statement
classification of the assets and liabilities generating the
differences.
The
Company maintains a valuation allowance with respect to deferred tax assets. The
Company establishes a valuation allowance based upon the potential likelihood of
realizing the deferred tax asset and taking into consideration the Company’s
financial position and results of operations for the current period. Future
realization of the deferred tax benefit depends on the existence of sufficient
taxable income within the carryforward period under the Federal tax
laws.
Changes
in circumstances, such as the Company generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax asset.
Any change in the valuation allowance will be included in income in the year of
the change in estimate.
Fair
Value of Financial Instruments
The
Company estimates the fair value of financial instruments using the available
market information and valuation methods. Considerable judgment is required in
estimating fair value. Accordingly, the estimates of fair value may not be
indicative of the amounts the Company could realize in a current market
exchange. As of December 31, 2008, the carrying value of accrued liabilities,
and loans from directors and stockholders approximated fair value due to the
short-term nature and maturity of these instruments.
Patent
and Intellectual Property
The
Company capitalizes the costs associated with obtaining a Patent or other
intellectual property associated with its intended business plan. Such costs are
amortized over the estimated useful lives of the related assets.
Deferred
Offering Costs
The
Company defers as other assets the direct incremental costs of raising capital
until such time as the offering is completed. At the time of the completion of
the offering, the costs are charged against the capital raised. Should the
offering be terminated, deferred offering costs are charged to operations during
the period in which the offering is terminated.
F-8
1
LANE TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
Impairment
of Long-Lived Assets
The
Company evaluates the recoverability of long-lived assets and the related
estimated remaining lives when events or circumstances lead management to
believe that the carrying value of an asset may not be recoverable. For the
period ended December 31, 2008, no events or circumstances occurred for which an
evaluation of the recoverability of long-lived assets was required.
Common
Stock Registration Expenses
The
Company considers incremental costs and expenses related to the registration of
equity securities with the SEC, whether by contractual arrangement as of a
certain date or by demand, to be unrelated to original issuance transactions. As
such, subsequent registration costs and expenses are expensed as
incurred.
Estimates
The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States. The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of December 31, 2008, and expenses for the period ended December
31, 2008, and cumulative from inception. Actual results could differ from those
estimates made by management.
Fiscal
Year End
The
Company has adopted a fiscal year end of December 31.
Recent Accounting
Pronouncements
In June
2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff
Position No. EITF No. 03-6-1, “Determining Whether Instruments Granted
in Share-Based Payment Transactions Are Participating Securities” (“FSP EITF
No. 03-6-1”). According to FSP EITF No. 03-6-1, unvested share-based
payment awards that contain nonforfeitable rights to dividends or dividend
equivalents are considered participating securities under SFAS No. 128. As
such, they should be included in the computation of basic earnings per share
(“EPS”) using the two-class method. FSP EITF No. 03-6-1 is effective for
financial statements issued for fiscal years beginning after December 15,
2008, as well as interim periods within those years. Once effective, all
prior-period EPS data presented must be adjusted retrospectively. The Company
does not expect FSP EITF No. 03-6-1 to have a material impact on the
Company’s financial position or results of operations.
In March
2008, the FASB issued Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”, an amendment of FASB Statement No. 133
(“SFAS No. 161”). SFAS No. 161 applies to all derivative
instruments and nonderivative instruments that are designated and qualify as
hedging instruments and related hedged items accounted for under
SFAS No. 133. SFAS No. 161 requires entities to provide greater
transparency through additional disclosures about (a) how and why an entity
uses derivative instruments, (b) how derivative instruments and related
hedged items are accounted for under SFAS No. 133 and its related
interpretations, and (c) how derivative instruments and related hedged
items affect an entity’s financial position, results of operations, and cash
flows. SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008. The
Company does not expect SFAS No. 161 to have a material impact on the
Company’s financial position or results of operations.
F-9
1
LANE TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
In
December 2007, the FASB issued Statement No. 141 (revised), “Business
Combinations” (“SFAS No. 141(R)”). SFAS No. 141(R)
significantly changes the accounting for business combinations and establishes
principles and requirements for how an acquirer recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed
and any noncontrolling interest in the acquiree and recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase.
SFAS No. 141(R) applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008.
In
December 2007, the FASB issued Statement No. 160, “Noncontrolling Interests
in Consolidated Financial Statements” - an amendment of ARB No. 51
(“SFAS No. 160”). SFAS No. 160 changes the accounting for
noncontrolling (minority) interests in consolidated financial statements
including the requirements to classify noncontrolling interests as a component
of consolidated shareholders’ equity, the elimination of “minority interest”
accounting in results of operations and changes in the accounting for both
increases and decreases in a parent’s controlling ownership interest.
SFAS No. 160 is effective for fiscal years beginning after
December 15, 2008, and early adoption is prohibited. The Company does not
expect SFAS No. 160 to have a material impact on the Company’s
financial position or results of operations.
In
February 2007, the FASB issued Statement No. 159 “The Fair Value Option for
Financial Assets and Financial Liabilities” including an amendment of FASB
Statement No. 115 (“SFAS No. 159”), which allows an entity the
irrevocable option to elect fair value for the initial and subsequent
measurement for certain financial assets and liabilities under an
instrument-by-instrument election. If the fair value option is elected for an
instrument, subsequent changes in fair value for that instrument will be
recognized in earnings. SFAS No. 159 also establishes additional
disclosure requirements and is effective for fiscal years beginning after
November 15, 2007, with early adoption permitted provided that the entity
also adopts Statement No. 157, “Fair Value Measurements”
(“SFAS No. 157”). SFAS No. 159 is not expected to have a
material impact on its results of operations or financial
position.
In
September 2006, the FASB issued SFAS No. 157 which defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements.
SFAS No. 157 applies under other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 is effective
for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. In February 2008, the FASB issued FASB Staff Position
No. SFAS No. 157-2, Effective Date of FASB Statement No. 157,
which provides a one-year deferral of the effective date of
SFAS No. 157 for non-financial assets and non-financial liabilities,
except those that are recognized or disclosed in the financial statements at
fair value on a recurring basis (at least annually). The adoption of
SFAS No. 157 for financial assets and financial liabilities is not
expected to have a material impact on the Company’s results of operations or
financial position.
(2) Development Stage Activities and
Going Concern
The
Company is currently in the development stage, and has no operations. The
business plan of the Company is to develop a commercial application of the
design in a patent pending of a “Security system for mobile vehicles, trucks and
shipping containers ” which is a device intended to provide security for mobile
entities. The Company also intends to enhance the existing prototype, obtain
approval of its patent application, and manufacture and market the product
and/or seek third party entities interested in licensing the rights to
manufacture and market the device.
F-10
1
LANE TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
In
November 2007, the Company entered into an Invention Assignment Agreement with
Eliezer Sheffer, the inventor, whereby the Company acquired from Eliezer Sheffer
all of the right, title and interest in the Invention known as the “Security
system for mobile vehicles, trucks and shipping containers” for consideration of
$60,000. The Invention is the subject of United States Patent Application
11/720,518 which was filed with the United States Patent and Trademark Office on
May 31, 2007. Currently, the Patent Application is pending.
On
October 27, 2008, the Company entered into an Exclusive Brownfield License
Agreement with Solucorp Industries Ltd. Pursuant to the terms of the
Agreement, Solucorp granted the Company an exclusive worldwide license of its
MBS Process, for remediating Brownfield and Redevelopment Sites, with the
exception of North America, Central America, South America, Russia and China.
The Company was also granted a non exclusive license for use of the MBS Process
for the remediation of Contaminated Sites and Superfunded like Sites. The term
of the Agreement is 15 years.
The
Company commenced a capital formation activity to submit a Registration
Statement on Form SB-2 to the Securities and Exchange Commissions (“SEC”) to
register and sell in a self-directed offering 15,000,000 (post forward stock
split) shares of newly issued common stock at an offering price of $0.03 for
proceeds of up to $90,000. The Registration Statement on Form SB-2 was filed
with the SEC on January 29, 2008 and declared effective on February 19, 2008. As
of May 19, 2008, the Company issued 15,000,000 (post forward stock split) shares
of common stock pursuant to the Registration Statement on Form SB-2, and
deposited proceeds of $90,000.
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The Company has not
established any source of revenue to cover its operating costs, and as such, has
incurred an operating loss since inception. Further, as of December 31, 2008,
the cash resources of the Company were insufficient to meet its current business
plan, and the Company had negative working capital. These and other factors
raise substantial doubt about the Company’s ability to continue as a going
concern. The accompanying financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
possible inability of the Company to continue as a going concern.
(3) Patent Pending
In
November 2007, the Company entered into an Invention Assignment Agreement with
Eliezer Sheffer, the inventor, whereby the Company acquired from Eliezer Sheffer
all of the right, title and interest in the Invention known as the “Security
system for mobile vehicles, trucks and shipping containers” for consideration of
$60,000. Under the terms of the Assignment Agreement, the Company was assigned
rights to the Invention free of any liens, claims, royalties, licenses, security
interests or other encumbrances. The inventor of the Invention is not an officer
or director of the Company, or an investor or promoter of such. The Invention is
the subject of United States Patent Application 11/720,518 which was filed with
the United States Patent and Trademark Office on May 31, 2007. Currently, the
Patent Application is pending. The historical cost of obtaining the Invention
and filing for the patent has been capitalized by the Company, and amounted to
$60,000 as of December 31, 2008. If the Patent is granted to the Company, the
historical cost of the Patent will be amortized over its useful life, which is
estimated to be 17 years.
F-11
1
LANE TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
(4) Acquired
Technology
On
October 27, 2008, the Company entered into an Exclusive Brownfield License
Agreement with Solucorp Industries Ltd. Pursuant to the terms of the
Agreement, Solucorp granted the Company an exclusive worldwide license of its
MBS Process, for remediating Brownfield and Redevelopment Sites, with the
exception of North America, Central America, South America, Russia and China.
The Company was also granted a non exclusive license for use of the MBS Process
for the remediation of Contaminated Sites and Superfunded like Sites. The term
of the Agreement is 15 years.
In
consideration for the rights granted under the Agreement, the Company issued
8,890,000 shares of its common stock to Solucorp, valued in the amount of
$4,000,000. In addition, the sum of $1,000,000 is payable to Solucorp,
$100,000 of which is payable within 15 days of the date of the Agreement and the
remaining balance of $900,000 is payable within 12 months of the date of the
Agreement.
As of
December 31, 2008 the Company had not paid the first $100,000 installment.
Solucorp has verbally agreed to postpone receipt of this payment.
In the
event the Company sells or develops the Brownfield or Redevelopment
property after remediation, the Company shall pay 1% of the royalty of such sale
or redevelopment cost to Solucorp.
(5) Common Stock
On November 13, 2007, the Company
issued 35,000,000 shares (post forward stock split) of its common stock to seven
individuals who are founders of the Company, including the Company's initial
Directors and officers for proceeds of $700.
The
Company commenced a capital formation activity to submit a Registration
Statement on Form SB-2 to the SEC to register and sell in a self-directed
offering 15,000,000 (post forward stock
split) shares of newly issued common stock at an offering price of $0.03 per
share for proceeds of up to $90,000. As of May 19, 2008, the Company had
incurred $25,000 of deferred offering costs related to this capital formation
activity. As of May 19, 2008, the Company issued 15,000,000 (post forward stock
split) shares of common stock pursuant to the Registration Statement on Form
SB-2, and deposited proceeds of $90,000.
On July
3, 2008 the Company raised $90,000 and issued 3,000,000 shares of its common
stock, purchase price $0.03 per share, to 22 investors. The Company received net
proceeds of $88,800.
On July
28, 2008, the Company implemented a 5 for 1 forward stock split on its
issued and outstanding shares of common stock to the holders of record as of
July 25, 2008. As a result of the Split, each holder of record on the Record
Date automatically received four additional shares of the Company’s common
stock. After the Split, the number of shares of common stock issued and
outstanding are 65,000,000 shares. The accompanying financial statements and
related notes thereto have been adjusted accordingly to reflect this forward
stock split.
F-12
1
LANE TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
(6) Income Taxes
The
provision (benefit) for income taxes for the period ended December 31, 2008 and
2007, was as follows (assuming a 23% effective tax rate):
|
2008
|
2007
|
|||||||
|
Current
Tax Provision:
|
||||||||
|
Federal-
|
||||||||
|
Taxable
income
|
$ | - | $ | - | ||||
|
Total
current tax provision
|
$ | - | $ | - | ||||
|
Deferred
Tax Provision:
|
||||||||
|
Federal-
|
||||||||
|
Loss
carryforwards
|
$ | 36,918 | $ | 1,177 | ||||
|
Change
in valuation allowance
|
(36,918 | ) | (1,177 | ) | ||||
|
Total
deferred tax provision
|
$ | - | $ | - | ||||
The
Company had deferred income tax assets as of December 31, 2008 and 2007, as
follows:
|
2008
|
2007
|
|||||||
|
Loss
carryforwards
|
$ | 38,096 | $ | 1,177 | ||||
|
Less
- Valuation allowance
|
(38,096 | ) | (1,177 | ) | ||||
|
Total
net deferred tax assets
|
$ | - | $ | - | ||||
The
Company provided a valuation allowance equal to the deferred income tax assets
for the period ended December 31, 2008, because it is not presently known
whether future taxable income will be sufficient to utilize the loss
carryforwards.
As of
December 31, 2008, the Company had approximately $165,634 in tax loss
carryforwards that can be utilized in future periods to reduce taxable income,
and expire in the year 2028.
(7) Related Party
Transactions
On
November 20, 2007, we subscribed 7,525,000 shares (post forward stock split) of
our common stock to Mr. Aviram Malik, our President and Director, for a cash
payment of $150.
On
November 20, 2007, we subscribed 2,500,000 shares (post forward stock split) of
our common stock to Mr. Gal Ilivitzki, our Secretary and Director, for a cash
payment of $50.
As of
December 31, 2008, the Company owed $4,959 to Directors, officers, and principal
stockholders of the Company for working capital loans.
As of
December 31, 2008, consulting fees in the amount of $4,000 were paid to a
Director of the Company.
F-13
1
LANE TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
(8)
Commitment and Contingencies
As
discussed in Note 4, on October 27, 2008, the Company entered into an Exclusive
Brownfield License Agreement with Solucorp Industries Ltd. In consideration for
the rights granted under the Agreement, the Company issued 8,890,000 shares of
its common stock to Solucorp, valued in the amount of $4,000,000. In addition,
the sum of $1,000,000 is payable to Solucorp, $100,000 of which is payable
within 15 days of the date of the Agreement and the remaining balance of
$900,000 is payable within 12 months of the date of the Agreement.
As of
December 31, 2008 the Company had not paid the first $100,000 installment.
Solucorp has verbally agreed to postpone receipt of this payment.
In the
event the Company sells or develops the Brownfield or Redevelopment
property after remediation, the Company shall pay 1% of the royalty of such sale
or redevelopment cost to Solucorp.
F-14
SIGNATURES
Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, 1 LANE TECHNOLOGIES CORP.
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
1
LANE TECHNOLOGIES CORP.
|
||
|
Date:
January 26 , 2009
|
By:
|
/s/ Aviram
Malik
|
|
Aviram
Malik, Chief Executive Officer, President and
Director
|
||
|
Date:
January 26, 2009
|
By:
|
/s/ Gal Ilivitski
|
|
Name:
|
Gal Ilivitski
|
|
|
Title:
|
Chief Financial/Accounting Officer, Secretary and Director
|
|
|
(Principal
Financial Officer)
|
16