Attached files
| file | filename |
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| EX-31.2 - Adama Technologies Corp | v164969_ex31-2.htm |
| EX-31.1 - Adama Technologies Corp | v164969_ex31-1.htm |
| EX-32.2 - Adama Technologies Corp | v164969_ex32-2.htm |
| EX-32.1 - Adama Technologies Corp | v164969_ex32-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
x QUARTERLY REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
quarter ended June 30, 2009
¨ TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
transition period from _____ to _____
Commission
file number: 333-148910
ADAMA
TECHNOLOGIES CORPORATION
(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
of incorporation)
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(I.R.S.
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)
972 - (544)
655-341
(Issuer's
telephone number)
1 LANE
TECHNOLOGIES CORP.
________________________________________________________________
(Former
name, former address and former fiscal year, if changed since last
report)
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 whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
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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¨
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Accelerated
filer
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¨
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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 Exchange Act). Yes x
No ¨
As
of July 15, 2009, 77,140,000 shares of common stock, par value $0.0001
per share, were issued and outstanding.
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-Q/A amends the Company's Quarterly Report on Form
10-Q for the period ended June 30, 2009, filed with the Securities and Exchange
Commission ("SEC") on July 15, 2009 (the "Original Quarterly Report"). This
amendment revises Part I, Item 2, Management’s Discussion and Analysis of
Financial Condition and Results of Operations, and Part II, Item 3, Sale
of Unregistered Equity Securities and Use of Proceeds.
Except as
described above, no attempt has been made in this Amendment to modify or update
other disclosures presented in the Original Quarterly Report. This Amendment
does not reflect events occurring after the filing of the Original Quarterly
Report, or modify or update those disclosures. Accordingly, this
Amendment should be read in conjunction with our filings with the SEC subsequent
to the filing of the Original Quarterly Report, including any amendments to
those filings. However, this Form 10-Q/A includes Exhibits 31.1,
31.2, 32.1 and 32.2, new certifications by the Company’s Chief Executive Officer
and Chief Financial Officer as required by Rule 12b-15.
Item
2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations.
As used
in this Form 10-Q, references to “Adama,” “the Company,” “we,” “our” or “us”
refer to Adama Technologies Corporation. Unless the context otherwise
indicates.
Forward-Looking
Statements
The
following discussion should be read in conjunction with our financial
statements, which are included elsewhere in this Form 10-Q (the “Report”). This
Report contains forward-looking statements which relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or
the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties, and
other factors that may cause our or our industry’s actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.
For a
description of such risks and uncertainties refer to our Annual Report on Form
10-K, filed with the Securities and Exchange Commission on January 26, 2009.
While these forward-looking statements, and any assumptions upon which they are
based, are made in good faith and reflect our current judgment regarding the
direction of our business, actual results will almost always vary, sometimes
materially, from any estimates, predictions, projections, assumptions or other
future performance suggested herein. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.
Corporate
Background
We were
incorporated in Delaware on September 17, 2007 and are a development stage
company. We have acquired the rights to a patent-pending technology upon which a
unique wireless data platform is built. This platform supports minute-by-minute
data transmission intended for several key areas. Preliminary tests have already
been run in a real-world environment. The patent-pending technology utilizes the
ISM (Industrial Scientific Method) non-licensed spectrum to provide short
message transmission and data transmission. The unique element of this system is
that it can perform this functionality at an order of magnitude delivering more
capacity and much higher robustness than any currently available wireless or
cellular network, without interfering whatsoever with other network
activities.
On
October 27, 2008, the Company abandoned the business relating to the patent
technology and executed an exclusive brownfield license agreement with Solucorp
Industries Ltd., pursuant to which it acquired a 15 year license to certain
environmental hazard remediation technology (as discussed below).
We
completed a public offering of our common stock in the first half of 2008,
raising aggregate gross proceeds of $90,000 pursuant to 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
February 27, 2009, at special meeting of the shareholders of our Company, the
board of directors was given authorization to change the name of the Company
from “1 Lane Technologies Corp.” to “Adama Technologies Corporation” to better
reflect the proposed business activities.
On May
11, 2009, the Company raised $250,000 and issued 3,125,000 shares of its common
stock, purchase price $0.08 per share to a non US Investors, in consideration
for the purchase price of $203,786.
On June
2, 2009, the Company entered into a consulting agreement with Ran Novak, an
unrelated third-party, pursuant to which, Mr. Novak agreed to introduce the
Company to various potential strategic partners and potential customers for the
business of the license technology from Solucorp. In consideration
for such services, the Company issued 125,000 shares of its restricted common
stock, valued at $22,000.
Our
Principal 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. Our registered office in Delaware is located at 113 Barksdale
Professional Center, Newark, DE 19711, and our registered agent is Delaware
Intercorp. Our fiscal year end is December 31.
Our
Business
On
October 27, 2008, the Company abandoned the business relating to the patent
technology discussed above and executed an exclusive brownfield license
agreement with Solucorp Industries Ltd., pursuant to which it acquired a 15
year license to certain environmental hazard remediation technology. The
foundation of the license is its $60,000,000 patented MBS (Molecular Bonding
System) technology. Adama is to provide long-term permanent solutions to
hazardous heavy metal waste problems. The MBS technology successfully treats all
Resource Conservation & Recovery Act (RCRA) and Universal Treatment
Standards (UTS) metals such as: arsenic, cadmium, chromium, lead, mercury, etc.,
and treats multiple metals concurrently. The ability to treat difficult waste
streams along with being able to treat multiple metals with different solubility
points successfully separates our MBS technology from any other existing
technology. The types of applications include soils, sludge’s, ashes, baghouse
dusts and barrel wastes. The MBS technology provides superior efficacy and has
significant cost advantages over both hazardous waste landfill and alternative
remedial technology options.
Employees
Other
than our current directors and officers, 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.
Transfer
Agent
We have
engaged Nevada Agency and Trust as our stock transfer agent. Nevada Agency and
Trust is located at 50 West Liberty Street, Reno, Nevada 89501. Their telephone
number is (775) 322-0626 and their fax number is (775) 322-5623. The transfer
agent is responsible for all record-keeping and administrative functions in
connection with our issued and outstanding common stock.
Results
of Operations
For
the Six months Ended June 30, 2009
We are a
development stage company and have not generated any revenues to date.
General and administrative expenses which was also the net loss amounted to
$288,186 for the six months ended June 30, 2009 , as compared to General and
administrative expenses of $49,812 and a net loss of $47,043 for the
six months ended June 30 , 2008.This increase was mainly attributable to the
amortization on the technology acquired in the last quarter of 2008 and
additional consulting fees in relation to the new business activities in
2009.
We expect
to continue to incur significant operating expenses. As a result, we will need
to generate significant revenues to achieve profitability, which may not occur.
We expect our operating expenses to increase as a result of our planned
expansion . Even if we do achieve profitability, we may be unable to sustain or
increase profitability on a quarterly or annual basis in the future. We expect
to have quarter-to-quarter fluctuations in revenues, expenses, losses and cash
flow, some of which could be significant. Results of operations will depend upon
numerous factors, some beyond our control, including regulatory actions, market
acceptance of our products and services, new products and service introductions,
and competition.
Liquidity
and Capital Resources
Our
balance sheet as of June 30, 2009 reflects cash in the amount of $10,033, as
compared to cash in the amount of $643 as at December 31 2008. Cash and
cash equivalents from inception to date have been sufficient to provide the
operating capital necessary to operate to date.
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. On October 27, 2008, the Company entered into an
Exclusive Brownfield License Agreement with Solucorp Industries Ltd
(“Solucorp”). 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 such license, the Company agreed to pay
Solucorp $1 million, including $100,000 that was payable in November 2008 and
the remaining balance is due on or before October 27, 2009. In order to
meet our obligations to Solucorp 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. The Company is in the process of renegotiating an
extension for the payment to Solucorp.
PART
II
OTHER
INFORMATION
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
On May
11, 2009, the Company raised $250,000 and issued 3,125,000 shares of its common
stock at the, purchase price $0.08 per share, for the aggregate purchase price
of $203,786. The shares of common stock were offered and sold in reliance on an
exemption from the registration requirements of United States federal and state
securities laws under Regulation S promulgated under the Securities Act. The
Company also relied upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of the Investor that
it is not a U.S. Person and is not an affiliate (as defined in Rule 501(b) under
the Securities Act) of the Company and is not acquiring the Securities for the
account or benefit of a U.S. Person. The proceeds from the sale of
the shares will be used for working capital purposes.
On June
2, 2009, the Company entered into a consulting agreement with Ran Novak, an
unrelated third-party, pursuant to which, Mr. Novak agreed to introduce the
Company to various potential strategic partners and potential customers for the
business of the license technology from Solucorp. In consideration
for such services, the Company issued 125,000 shares of its restricted common
stock, which is valued at $22,000. The shares of common stock were offered and
sold in reliance on an exemption from the registration requirements of United
States federal and state securities laws under Regulation S promulgated under
the Securities Act.
Item
6. Exhibits
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31.1
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Certification
pursuant to Section 302 of the Sarbanes-Oxley Act (filed
herewith)
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31.2
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Certification
pursuant to Section 302 of the Sarbanes-Oxley Act (filed
herewith)
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32.1
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Certification
of Principal Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley (filed herewith)
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32.2
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Certification
of Principal Financial and Accounting Officer pursuant to Section 906 of
the Sarbanes-Oxley (filed
herewith)
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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Date November
5, 2009
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ADAMA
TECHNOLOGIES CORPORATION
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By:
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/s/
Aviram Malik
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Name:
Aviram Malik
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Title:
Chief Executive Officer, President and Director (Principal
Executive
Officer)
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Date:
November 5, 2009
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By:
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/s/ Asher Zwebner
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Name: Asher
Zwebner
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Title:
Chief Financial Officer (Principal Financial and
Accounting
Officer)
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