Item 2. Management’s Discussion and Analysis or Plan of Operations.

As used in this Form 10-Q, references to the “Adama,” 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.

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.

 

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Our Business

 

On October 27, 2008, the Company entered into an Exclusive Brownfield  License Agreement with Solucorp Industries Ltd. pursuant to which the  Company 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. The Company 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.

 

In consideration for the rights granted under the Exclusive Brownfield License 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 within 12 months of October 27, 2008. As of March 31 2010 , the Company paid only $150,000 of the agreed sum. As of the date hereof, the Company has not paid the remaining balance due as required by the Exclusive Brownfield License Agreement. The Company is currently in negotiations with Solucorp to extend the payment due date. If the Company fails to renegotiate the payment due date with Solucorp, Solucorp has the right to sub-license the MBS technology to other parties.

 

Employees

 

Other than our current directors and officers,  we have no other full time or part-time employees however we have various outside consultants. 

 

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

 

Results of Operations For the nine months ended September 30 2010  and nine  months September  30  2009

 

Revenues

 

The Company did not generate any revenues for the  nine months ended September 30 ,2010 and  September 30 2009.

 

During the nine  months ended September 30 2010 and 2009, total operating expenses were $542,930 and $540,416, respectively. The general and administrative expenses were primarily the result of fees for bookkeeping expenses and professional fees associated with fulfilling the Company’s SEC reporting requirements and the increase in 2010 relates to equity compensation for consulting expenses in relation to business development.

 

Net loss

 

During the nine months ended September  30 2010 and  2009, the net loss was $542,930 and $540,416  respectively.

 

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.

 

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Liquidity and Capital Resources

 

Our cash balance as of September 30, 2010 was $249. 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.

 

Pursuant to the Exclusive Brownfield License Agreement, the Company is committed to pay Solucorp an additional $850,000 a non-exclusive license for use of the MBS Process for the remediation of contaminated sites and superfunded like sites. 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.

 

Going Concern Consideration

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. We must raise capital to implement our project and stay in business. Even if we raise the maximum amount of money in our offering, we do not know how long the money will last, however, we do believe it will last at least twelve months.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officers have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our principal executive officer and principal financial and accounting officers.

 

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Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. 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, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder 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 1A. Risk Factors

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On January 12, 2010, the Company entered into an agreement with unrelated third-party consultants.  As payment for the consultants' services, the Company issued 12,000,000 shares of its unregistered common stock on said date valued at $84,000. The fair value of the unregistered shares was determined based on the closing price of the Company’s stock on the date of grant less a 30% discount.

On February 3, 2010, the Company entered into an agreement with an unrelated third-party consultant.  As payment for the consultant’s services, the Company issued 10,000,000 shares of its unregistered common stock on said date valued at $70,000. The fair value of the unregistered shares was determined based on the closing price of the Company’s stock on the date of grant less a 30% discount.

On February 16, 2010, the Company entered into an agreement with unrelated third-party consultants.  As payment for the consultants' services, the Company issued 3,400,000 shares of its unregistered common stock on said date valued at $23,800. The fair value of the unregistered shares was determined based on the closing price of the Company’s stock on the date of grant less a 30% discount.

On February 25, 2010, the Company entered into an agreement with an unrelated third-party consultant.  As payment for the consultant’s services, the Company issued 10,000,000 shares of its unregistered common stock on said date valued at $70,000. The fair value of the unregistered shares was determined based on the closing price of the Company’s stock on the date of grant less a 30% discount.

On April 25, 2010, the Company raised $13,000 and issued 8,000,000 shares of its common stock, with a purchase price $0.0016 per share, to investors.

 

On May 26, 2010, the Company entered into an agreement with an unrelated third-party consultant.  As payment for the consultant’s services, the Company issued 7,000,000 shares of its unregistered common stock on said date valued at $63,000. The fair value of the unregistered shares was determined based on the closing price of the Company’s stock on the date of grant less a 30% discount.

 

On June 16, 2010, the Company entered into agreements with unrelated third-party consultants.  As payment for the consultant’s services, the Company issued 3,250,000 shares of its unregistered common stock on said date valued at $13.975. The fair value of the unregistered shares was determined based on the closing price of the Company’s stock on the date of grant less a 30% discount.

 

On June 16, 2010, the Company raised $35,000 and issued 8,150,000 shares of its common stock, with a purchase price $0.0043 per share, to investors.

 

On June 21, 2010, the Company entered into an agreement with an unrelated third-party consultant.  As payment for the consultant’s services, the Company issued 2,500,000 shares of its unregistered common stock on said date valued at $22,500.   The fair value of the unregistered shares was determined based on the closing price of the Company’s stock on the date of grant less a 30% discount.

On August 13, 2010, the Company entered into an agreement with an unrelated third-party consultant.  As payment for the consultant’s services, the Company issued 11,100,000 shares of its unregistered common stock on said date valued at $111,000. The fair value of the unregistered shares was determined based on the closing price of the Company’s stock on the date of grant less a 30% discount.

 

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On August 30, 2010, the Company entered into an agreement with an unrelated third-party consultant.  As payment for the consultant’s services, the Company issued 5,000,000 shares of its unregistered common stock on said date valued at $50,000. The fair value of the unregistered shares was determined based on the closing price of the Company’s stock on the date of grant less a 30% discount.

On August 13, 2010, the Company raised $10,000 and issued 10,000,000 shares of its common stock, with a purchase price $0.001 per share, to investors.

Use of Proceeds

None

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

 

None

 

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Item 5. Other Information.

Subsequent events

The Company increased its authorized common shares from 200,000,000 to 500,000,000 post September 30 2010

 

Item 6. Exhibits

31.1	Certification of Principal Executive Officer pursuant to Section 302 of  the Sarbanes-Oxley Act (filed herewith)
31.2	Certification Principal Financial and Accounting Officer pursuant to  Section 302 of the Sarbanes-Oxley Act (filed herewith)
32.1	Certification of Principal Executive Officer pursuant to Section 906 of  the Sarbanes-Oxley (filed herewith)
32.2	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.

 

	ADAMA TECHNOLOGIES CORPORATION
Date November 15 , 2010	By:	/s/ Aviram Malik
		Name: Aviram Malik
		Title: Chief Executive Officer, President and Director (Principal Executive Officer)

 

Date: November 15 , 2010	By:	/s/ Asher Zwebner
		Name: Asher Zwebner
		Title:  Chief Financial Officer (Principal Financial and Accounting Officer)

 

 

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