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EX-31.1 - Adama Technologies Corpv223117_ex31-1.htm
EX-31.2 - Adama Technologies Corpv223117_ex31-2.htm
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EX-32.2 - Adama Technologies Corpv223117_ex32-2.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended  March 31 ,2011
 
¨
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)

Delaware
98-0552470
(State of incorporation)
(I.R.S. Employer Identification No.)

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 ¨

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):

Large accelerated filer ¨
   
Accelerated filer ¨
 
Non-accelerated filer ¨
   
Smaller reporting company x
 
(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 ¨ No x

As of March 31 , 2011 , 234,255,000   shares of common stock, par value $0.0001 per share, were issued and outstanding.
 
 
 

 

 
TABLE OF CONTENTS

   
Page
PART I
   
Item 1. Financial Statements
 
F-1
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
 
3
Item 3 Quantitative and Qualitative Disclosures About Market Risk
 
5
Item 4 Controls and Procedures
 
 5
     
PART II
   
Item 1. Legal Proceedings
 
6
Item IA. Risk Factors
 
6
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
6
Item 3. Defaults Upon Senior Securities
 
7
Item 4. Submission of Matters to a Vote of Security Holders
 
7
Item 5. Other Information
 
8
Item 6. Exhibits
 
8
  
 
2

 
   
PART I
FINANCIAL INFORMATION

Item 1. Financial Statements.
  
ADAMA TECHNOLOGIES CORP.
(A DEVELOPMENT STAGE COMPANY)
 
INDEX TO FINANCIAL STATEMENTS
MARCH 31, 2011
 
Financial Statements-
     
       
Balance Sheets as of March 31, 2011 and December 31, 2010
    F-2  
         
Statements of Operations for the Three Months Ended
       
March 31, 2011 and 2010, and Cumulative from Inception
    F-3  
         
Statement of Stockholders’ Equity for the Period from Inception
       
Through March 31, 2011
    F-4  
         
Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010
       
and Cumulative from Inception
    F-5  
         
Notes to Financial Statements
    F-6  
 
 
F-1

 
 
ADAMA TECHNOLOGIES CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF MARCH 31, 2011 AND DECEMBER 31, 2010

   
As of
   
As of
 
    
March 31,
   
December 31,
 
    
2011
   
2010
 
    
(Unaudited)
   
(Audited)
 
ASSETS            
Current Assets:
           
Cash in bank
  $ 603     $ 1,921  
Prepaid expenses
    226,875       -  
                 
Total current assets
    227,478       1,921  
                 
Total Assets
  $ 227,478     $ 1,921  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current Liabilities:
               
Accrued liabilities
  $ 21,994     $ 31,214  
Acquired technology obligation
    -       850,000  
Loans from related parties - Directors and stockholders
    46,361       37,924  
Convertible note payable, net of discount
    46,808       28,153  
                 
Total current liabilities
    115,163       947,291  
                 
Total liabilities
    115,163       947,291  
                 
Commitments and Contingencies
               
                 
Stockholders' Equity
               
Common stock, par value $.0001 per share, 500,000,000 shares authorized; 234,255,000 and 206,755,000 shares issued and outstanding, respectively
    23,426       20,676  
Additional paid-in capital
    6,168,617       5,868,867  
Discount on common stock
    (2,800 )     (2,800 )
Stock subscriptions receivable
    -       (19,000 )
(Deficit) accumulated during the development stage
    (6,076,928 )     (6,813,113 )
                 
Total stockholders' equity (deficit)
    112,315       (945,370 )
                 
Total Liabilities and Stockholders' Equity
  $ 227,478     $ 1,921  

The accompanying notes to financial statements are
an integral part of these financial statements.
 
 
F-2

 
 
ADAMA TECHNOLOGIES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010,
AND CUMULATIVE FROM INCEPTION (SEPTEMBER 17, 2007)
THROUGH MARCH 31, 2011
(Unaudited)

   
Three Months Ended
   
Cumulative
 
   
March 31,
   
From
 
   
2011
   
2010
   
Inception
 
                   
Revenues
  $ -     $ -     $ -  
                         
Expenses:
                       
General and administrative-
                       
Professional fees
    4,237       9,241       128,115  
Legal - incorporation
    -       -       -  
Consulting
    78,625       253,800       1,641,835  
Travel
    -       -       17,890  
Amortization
    -       -       305,555  
Rent
    -       -       4,520  
Impairment loss
    -       -       4,754,445  
Other
    30       1,000       32,068  
                         
Total general and administrative expenses
    82,892       264,041       6,884,428  
                         
(Loss) from Operations
    (82,892 )     (264,041 )     (6,884,428 )
                         
Other Income (Expense)
                       
Foreign currency transaction gains
                    2,769  
Forgiveness of debt
    840,000               840,000  
Foreign currency transaction expenses
    (789 )     -       (4,520 )
Interest expense
    (20,134 )     -       (30,749 )
                         
Provision for income taxes
    -       -       -  
                         
Net Income (Loss)
  $ 736,185     $ (264,041 )   $ (6,076,928 )
                         
(Loss) Per Common Share:
                       
(Loss) per common share - Basic and Diluted
  $ 0.00     $ (0.00 )        
                         
Weighted Average Number of Common Shares
                       
Outstanding - Basic
    234,255,000       112,762,778          

The accompanying notes to financial statements are
an integral part of these statements.
 
 
F-3

 
 
ADAMA TECHNOLOGIES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (SEPTEMBER 17, 2007)
THROUGH MARCH 31, 2011
(Unaudited)

                                 
(Deficit)
       
                                 
Accumulated
       
               
Additional
   
Discount on
   
Stock
   
During the
       
   
Common stock
   
Paid-in
   
Common
   
Subscriptions
   
Development
       
   
Shares
   
Amount
   
Capital
   
Stock
   
Receivable
   
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 )
Common stock issued for cash
    15,000,000       1,500       64,700       -       -       -       66,200  
Common stock issued for cash
    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  
Common stock issued for cash
    3,125,000       313       203,473       -       -       -       203,786  
Common stock issued as compensation
    125,000       13       21,988       -       -       -       22,001  
Common stock issued for cash
    1,500,000       150       119,850       -       -       -       120,000  
Common stock issued as compensation
    1,205,000       121       84,230       -       -       -       84,350  
Common stock issued for cash
    750,000       75       34,925       -       -       -       35,000  
Common stock issued as compensation
    1,250,000       125       58,625       -       -       -       58,750  
Common stock issued as compensation
    3,500,000       350       146,650       -       -       -       147,000  
Common stock issued as compensation
    3,500,000       350       146,650       -       -       -       147,000  
Common stock issued as compensation
    500,000       50       6,950       -       -       -       7,000  
Net (loss) for the year
    -       -       -       -       -       (5,780,153 )     (5,780,153 )
Balance - December 31, 2009
    89,345,000       8,935       4,974,452       (2,800 )     -       (5,945,786 )     (965,200 )
Common stock issued as compensation
    4,000,000       400       27,600       -       -       -       28,000  
Common stock issued as compensation
    4,000,000       400       27,600       -       -       -       28,000  
Common stock issued as compensation
    4,000,000       400       27,600       -       -       -       28,000  
Common stock issued as compensation
    10,000,000       1,000       69,000       -       -       -       70,000  
Common stock issued as compensation
    3,400,000       340       23,460       -       -       -       23,800  
Common stock issued as compensation
    10,000,000       1,000       69,000       -       -       -       70,000  
Common stock issued for cash
    8,000,000       800       12,200       -       -       -       13,000  
Common stock issued as compensation
    7,000,000       700       62,300       -       -       -       63,000  
Common stock issued as compensation
    3,250,000       325       13,650       -       -       -       13,975  
Common stock issued for cash
    8,150,000       815       34,185       -       (28,000 )     -       7,000  
Common stock issued as compensation
    2,500,000       250       22,250       -       -       -       22,500  
Common stock issued as compensation
    11,100,000       1,110       109,890       -       -       -       111,000  
Common stock issued as compensation
    5,000,000       500       49,500       -       -       -       50,000  
Common stock issued for cash
    10,000,000       1,000       9,000       -       -       -       10,000  
Payment of stock subscription receivable
    -       -       -       -       9,000       -       9,000  
Common stock issued as compensation
    5,000,000       500       24,000       -       -       -       24,500  
Common stock issued as compensation
    14,950,000       1,495       207,805       -       -       -       209,300  
Discount of convertible note
    -       -       36,207       -       -       -       36,207  
Common stock issued as compensation
    7,060,000       706       48,714       -       -       -       49,420  
Discount of convertible note
    -       -       20,455       -       -       -       20,455  
Net (loss) for the year
    -       -       -       -       -       (867,327 )     (867,327 )
Balance - December 31, 2010
    206,755,000     $ 20,676     $ 5,868,868     $ (2,800 )   $ (19,000 )   $ (6,813,113 )   $ (945,370 )
Common stock issued as compensation
    10,000,000       1,000       109,000       -       -       -       110,000  
Common stock issued as compensation
    2,500,000       250       27,250       -       -       -       27,500  
Common stock issued as compensation
    4,000,000       400       43,600       -       -       -       44,000  
Common stock issued as compensation
    1,000,000       100       10,900       -       -       -       11,000  
Common stock issued as compensation
    10,000,000       1,000       109,000       -       -       -       110,000  
Stock subscriptions payments received
    -       -       -       -       19,000       -       19,000  
Net income for the year
    -       -       -       -       -       736,185       736,185  
Balance - March 31, 2011
    234,255,000     $ 23,426     $ 6,168,618     $ (2,800 )   $ -     $ (6,076,928 )   $ 112,315  
 
The accompanying notes to financial statements are
an integral part of these statements.
 
 
F-4

 
 
ADAMA TECHNOLOGIES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010,
AND CUMULATIVE FROM INCEPTION (SEPTEMBER 17, 2007)
THROUGH MARCH 31, 2011
(Unaudited)

   
Three Months Ended
   
Cumulative
 
   
March 31,
   
From
 
   
2011
   
2010
   
Inception
 
                   
Operating Activities:
                 
Net Income (loss)
  $ 736,185     $ (264,041 )   $ (6,076,928 )
Adjustments to reconcile net income (loss) to net cash (used in) operating activities:
                       
Common stock issued as compensation
    302,500       247,800       1,560,096  
Amortization of beneficial conversion feature
    18,655       -       28,470  
Impairment loss
    -       -       4,754,445  
Amortization
    -       -       305,555  
Forgiveness of debt
    (840,000 )     -       (840,000 )
Changes in net assets and liabilities-
                       
Prepaid expenses
    (226,875 )     -       (226,875 )
Accrued liabilites
    (9,220 )     2,000       21,993  
                         
Net Cash Used in Operating Activities
    (18,755 )     (14,241 )     (473,244 )
                         
Investing Activities:
                       
Acquisition and costs of intangible assets
    -       -       (210,000 )
                         
Net Cash Used in Investing Activities
    -       -       (210,000 )
                         
Financing Activities:
                       
Deferred offering costs
    -       -       (25,000 )
Proceeds from issuance of common stock
    19,000       -       597,486  
Proceeds from convertible note payable
    -       -       75,000  
Payment of debt
    (10,000 )     -       (10,000 )
Proceeds from stockholder loans
    19,937       14,241       586,239  
Payment of stockholder loans
    (11,500 )     -       (539,878 )
                         
Net Cash Provided by Financing Activities
    17,437       14,241       683,847  
                         
Net (Decrease) Increase in Cash
    (1,318 )     -       603  
                         
Cash - Beginning of Period
    1,921       83       -  
                         
Cash - End of Period
  $ 603     $ 83     $ 603  
                         
Supplemental Disclosure of Cash Flow Information:
                       
Cash paid during the period for:
                       
Interest
  $ -     $ -     $ -  
Income taxes
  $ -     $ -     $ -  
                         
Supplemental schedule of noncash investing and financing activities:
                       
Issuance of common stock for acquired technology
  $ -     $ -     $ 4,000,000  
Obligation payable for acquired technology
  $ -     $ -     $ 850,000  
 
The accompanying notes to financial statements are
an integral part of these statements.
 
 
F-5

 
 
ADAMA TECHNOLOGIES CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
 
(1)Summary of Significant Accounting Policies

Basis of Presentation and Organization

Adama Technologies Corp. (“Adama 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 Adama Technologies were prepared from the accounts of the Company under the accrual basis of accounting.

Unaudited Interim Financial Statements

The interim financial statements of the Company as of March 31, 2011, and for the periods ended, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2011, and the results of its operations and its cash flows for the periods ended March 31, 2011, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2011. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2010, filed with the SEC, for additional information, including significant accounting policies.

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.
 
Earnings  per Common Share

Basic earnings per share is computed by dividing the net income attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted earnings per share is computed similar to basic earnings 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. Common stock equivalents were not included in the computation of diluted earnings per share in the statement of operations when the Company reported a net loss and to do so would be anti-dilutive for the periods presented. For the period ended March 31, 2011 the weighted average number of shares outstanding on a fully diluted basis was 250,712,680 shares and the fully diluted earnings per share was less than $0.01.
 
 
F-6

 
 
Income Taxes

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 March 31, 2011, 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.
 
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 March 31, 2011, 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 March 31, 2011, and expenses for the period March 31, 2011, and cumulative from inception. Actual results could differ from those estimates made by management.
 
 
F-7

 
 
Recent Accounting Pronouncements
 
In April 2010, the FASB issued ASU No. 2010-17, Revenue Recognition—Milestone Method (ASU 2010-017). ASU 2010-017 provides guidance in applying the milestone method of revenue recognition to research or development arrangements. This guidance concludes that the milestone method is a valid application of the proportional performance model when applied to research or development arrangements. Accordingly, an entity can make an accounting policy election to recognize a payment that is contingent upon the achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance is effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. The adoption of this accounting standard had no impact on the Company's financial position or results of operations.
 
In February 2010, the FASB issued amended guidance on subsequent events. Under this amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and the Company adopted these new requirements upon issuance of this guidance.
 
In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820)—Improving Disclosures about Fair Value Measurements (ASU No. 2010-06). ASU No. 2010-06 requires: (1) fair value disclosures of assets and liabilities by class; (2) disclosures about significant transfers in and out of Levels 1 and 2 on the fair value hierarchy, in addition to Level 3; (3) purchases, sales, issuances, and settlements be disclosed on gross basis on the reconciliation of beginning and ending balances of Level 3 assets and liabilities; and (4) disclosures about valuation methods and inputs used to measure the fair value of Level 2 assets and liabilities. ASU No. 2010-06 becomes effective for the first financial reporting period beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements of Level 3 assets and liabilities which will be effective for fiscal years beginning after December 15, 2010. The adoption of this accounting standard had no impact on the Company's financial position or results of operations.
 
In October 2009, the FASB issued ASU No. 2009-13, Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements: a consensus of the FASB Emerging Issues Task Force (ASU 2009-13). ASU 2009-13 establishes a selling-price hierarchy for determining the selling price of each element within a multiple-deliverable arrangement. Specifically, the selling price assigned to each deliverable is to be based on vendor-specific objective evidence (VSOE) if available, third-party evidence, if VSOE is unavailable, and estimated selling prices if neither VSOE or third-party evidence is available. In addition, ASU 2009-13 eliminates the residual method of allocating arrangement consideration and instead requires allocation using the relative selling price method. ASU 2009-13 will be effective prospectively for multiple-deliverable revenue arrangements entered into, or materially modified, in fiscal years beginning on or after June 15, 2010The adoption of this accounting standard had no impact on the Company's financial position or results of operations.
 
In August 2009, the FASB issued ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820)—Measuring Liabilities at Fair Value (ASU 2009-05). ASU 2009-05 provides guidance in measuring the fair value of a liability when a quoted price in an active market does not exist for an identical liability or when a liability is subject to restrictions on its transfer. ASU 2009-15 was effective for the Company beginning with the quarter ended December 31, 2009. The adoption of this accounting standard had no impact on the Company's financial position or results of operations.
 
(2) Development Stage Activities and Going Concern

The Company is currently in the development stage of its operations.
 
 
F-8

 
 
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 March 31, 2011, 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, nor 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, 2009, the Company recorded an impairment loss for the full value of the patent.

(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.

As of December 31, 2009, the Company recorded an impairment loss for the full value of the acquired technology.

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 within 12 months of October 27, 2008 according to an amendment to the original agreement.

As of March 31, 2011 the Company has paid $160,000 of the agreed sum. The exclusive rights under the agreement have been terminated and the remaining $840,000 obligation was written off.
 
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) Convertible Notes Payable

On October 15, 2010 the Company signed a $50,000 convertible promissory note with a third party.  The note bears interest at 8% per annum and is due on July 27, 2011.  The note has conversion rights that allow the holder of the note at any time to convert all or any part of the remaining principal balance into the Company’s common stock at a price equal to 58% of the average of the lowest three trading prices for the Common Stock during the most recent ten day period.  
 
 
F-9

 
 
On December 13, 2010 the Company signed a $25,000 convertible promissory note with a third party.  The note bears interest at 8% per annum and is due on September 15, 2011.  The note has conversion rights that allow the holder of the note at any time to convert all or any part of the remaining principal balance into the Company’s common stock at a price equal to 55% of the average of the lowest three trading prices for the Common Stock during the most recent ten day period.  

In accordance with ASC 470, the Company has analyzed the beneficial nature of the conversion terms and determined that a beneficial conversion feature (BCF) exists.  The Company calculated the value of the BCF using the intrinsic method as stipulated in ASC 470.  Based on the stock price on the day of commitment, the discount as agreed to in the notes, and the number of convertible shares, the BCF was valued at $56,662.  The BCF has been recorded as a discount to the notes payable and to Additional Paid-in Capital.

As of March 31, 2011 the Company has recognized $2,279 in interest expense related to the notes and has amortized $28,470 of the beneficial conversion features which has been recorded as interest expense.

(6) 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 15,000,000 (post forward stock split) shares of newly issued common stock in a self-directed offering 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 15,000,000 (post forward stock split) 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.

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.

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 an investor. The Company received net proceeds of $203,786.

On June 2, 2009, the Company entered into an agreement with an unrelated third-party consultant.  As payment for the consultant’s services, the Company issued 125,000 shares of its unregistered common stock on said date valued at $22,000. The fair value of the unregistered shares is determined based on the closing price of the Company’s stock on the date of grant less a 30% discount.

On September 16, 2009, the Company raised $120,000 and issued 1,500,000 shares of its common stock, purchase price $0.08 per share, to an investor. The Company received net proceeds of $120,000.

On October 5, 2009, the Company entered into an agreement with an unrelated third-party consultants.  As payment for the consultants’ services, the Company issued 1,205,000 shares of its unregistered common stock valued at $84,350. 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.
 
 
F-10

 
 
On October 5, 2009, the Company raised $35,000 and issued 750,000 shares of its common stock, purchase price $0.047 per share, to an investor.

On October 5, 2009, the Company entered into an agreement with a shareholder consultant.  As payment for the consultant’s services, the Company issued 1,250,000 shares of its unregistered common stock on said date valued at $58,750. 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 October 27, 2009, the Company entered into an agreement with a resigning Director to receive as compensation for his services, 3,500,000 shares of its unregistered common stock valued at $147,000. 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 October 27, 2009, the Company entered into an agreement with a resigning Director to receive as compensation for his services, 3,500,000 shares of its unregistered common stock valued at $147,000. 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 December 1, 2009, the Company entered into an agreement with an unrelated third-party consultant.  As payment for the consultant’s services, the Company issued 500,000 shares of its unregistered common stock on said date valued at $7,000. 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 January 12, 2010, the Company issued 8,000,000 shares of its unregistered common stock valued at $56,000 to two directors of the Company. The fair value of the unregistered shares was determined based on the recent closing price of the Company’s stock on the date of grant less an approximate 30% discount.

On January 12, 2010, the Company entered into an agreement with an unrelated third-party consultant.  As payment for past services, the Company issued 4,000,000 shares of its unregistered common stock on said date valued at $28,000. The fair value of the unregistered shares was determined based on the recent closing price of the Company’s stock on the date of grant less an approximate 30% discount.

On February 3, 2010, the Company entered into an agreement with an unrelated third-party consultant.  As payment for the consultant’s past 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 recent closing price of the Company’s stock on the date of grant less an approximate 30% discount.

On February 16, 2010, the Company entered into an agreement with unrelated third-party consultants.  As payment for the consultants' past 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 recent closing price of the Company’s stock on the date of grant less an approximate 30% discount.

On February 25, 2010, the Company entered into an agreement with an unrelated third-party consultant.  As payment for the consultant’s past 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 recent closing price of the Company’s stock on the date of grant less an approximate 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 past 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 recent closing price of the Company’s stock on the date of grant less an approximate 30% discount.
 
 
F-11

 
 
On June 16, 2010, the Company entered into agreements with unrelated third-party consultants.  As payment for the consultant’s past 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 comparable sales.

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 past 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 recent closing price of the Company’s stock on the date of grant less an approximate 30% discount.

On August 13, 2010, the Company entered into an agreement with an unrelated third-party consultant.  As payment for the consultant’s past 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 comparable sales.

On August 30, 2010, the Company entered into an agreement with an unrelated third-party consultant.  As payment for the consultant’s past 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 comparable sales.

On August 31, 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.

On October 1, 2010, the Company entered into an agreement with an unrelated third-party consultant.  As payment for the consultant’s past services, the Company issued 5,000,000 shares of its unregistered common stock on said date valued at $24,500. The fair value of the unregistered shares was determined based on the recent closing price of the Company’s stock on the date of grant less an approximate 30% discount.

On October 18, 2010, the Company entered into an agreement with an unrelated third-party consultant.  As payment for the consultant’s past services, the Company issued 14,950,000 shares of its unregistered common stock on said date valued at $209,300. The fair value of the unregistered shares was determined based on the recent closing price of the Company’s stock on the date of grant less an approximate 30% discount.

On December 15, 2010, the Company entered into an agreement with an unrelated third-party consultant.  As payment for the consultant’s past services, the Company issued 7,060,000 shares of its unregistered common stock on said date valued at $49,420. The fair value of the unregistered shares was determined based on the recent closing price of the Company’s stock on the date of grant less an approximate 30% discount.

On January 1, 2011, 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 $110,000. The fair value of the unregistered shares was determined based on the recent closing price of the Company’s stock on the date of grant less an approximate 30% discount for restricted trading.

On January 1, 2011, 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 $27,500. The fair value of the unregistered shares was determined based on the recent closing price of the Company’s stock on the date of grant less an approximate 30% discount for restricted trading.
 
 
F-12

 
 
On January 1, 2011, the Company entered into an agreement with an unrelated third-party consultant.  As payment for the consultant’s services, the Company issued 4,000,000 shares of its unregistered common stock on said date valued at $44,000. The fair value of the unregistered shares was determined based on the recent closing price of the Company’s stock on the date of grant less an approximate 30% discount for restricted trading.

On January 1, 2011, the Company entered into an agreement with an unrelated third-party consultant.  As payment for the consultant’s services, the Company issued 1,000,000 shares of its unregistered common stock on said date valued at $11,000. The fair value of the unregistered shares was determined based on the recent closing price of the Company’s stock on the date of grant less an approximate 30% discount for restricted trading.

On January 1, 2011, 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 $110,000. The fair value of the unregistered shares was determined based on the recent closing price of the Company’s stock on the date of grant less an approximate 30% discount for restricted trading.

(7) Income Taxes

The provision (benefit) for income taxes for the periods ended March 31, 2011 and 2010, was as follows (assuming a 23% effective tax rate):

   
2011
   
2010
 
             
Current Tax Provision:
           
Federal-
           
Net income
  $ 736,185     $ -  
Non-deductible expenses
    18,655       -  
Taxable income
    754,840       -  
                 
Net operating loss carryforward
    (754,840 )     -  
                 
Total current tax provision
  $ -     $ -  
                 
Deferred Tax Provision:
               
Federal-
               
Deferred tax benefit on current loss
  $ -     $ 60,729  
Non-deductible expenses
    -       -  
Change in valuation allowance
    -       (60,729 )
                 
Total deferred tax provision
  $ -     $ -  
 
The Company had deferred income tax assets as of March 31, 2011 and December 31, 2010, as follows:

   
2011
   
2010
 
             
Loss carryforwards
  $ 297,623     $ 473,494  
Less - Valuation allowance
    (297,623 )     (473,494 )
                 
Total net deferred tax assets
  $ -     $ -  

The Company provided a valuation allowance equal to the deferred income tax assets for the period ended March 31, 2011, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

As of March 31, 2011, the Company had approximately $1,294,000 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire by the year 2031.
 
 
F-13

 
 
The Company did not identify any material uncertain tax positions on returns that have been filed or that will be filed.  The Company did not recognize any interest or penalties for unrecognized tax benefits.

The Company has filed income tax returns in the United States. All tax years are closed by expiration of the statute of limitations.

(8) Related Party Transactions

On November 20, 2007, the Company subscribed 7,525,000 shares (post forward stock split) of common stock to Mr. Aviram Malik, President and Director, for a cash payment of $150.

On November 20, 2007, the Company subscribed 2,500,000 shares (post forward stock split) of common stock to Mr. Gal Ilivitzki, Secretary and Director, for a cash payment of $50.

As of March 31, 2011, the Company owed $46,361 to Directors, officers, and principal stockholders of the Company for working capital loans.

For the period ended March 31, 2011, the Company paid commissions and consulting fees of $3,000 to Directors and officers of the Company.
 
 
F-14

 
 
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.

 
3

 
 
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.
The Company has ceased to continue its original business plan in relation to the wireless data platform acquired in 2007
 
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 2011 , the Company paid only $160,000 of the agreed sum. The remaining $840,000 liability has been alleviated in exchange of the acceptance of  the NON-Exclusivity clause under the agreement  , hence the termination of the Exclusivity rights.
 
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 three months ended March 31 2011  and three  months March 31  2010
 
Revenues
 
The Company did not generate any revenues for the  three months ended  March 31 ,2011 and  three months ended March 31 2010.
 
During the three  months ended March 31 2011 and 2010, total operating expenses were $82,892 and $264,041, 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 increased amount in 2010 relates to additional equity compensation for consulting expenses in relation to business development.
 
Net Income ( loss)
 
During the three months ended March 31 2011and  2010, the net Income (  loss ) was $736,185 and $(264,041)  respectively. The 2011 net income was the result of the write off of the debt of $840,000 to Solucorp in exchange of the termination of the Exclusivity under the license agreement entered into in 2008.
 
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.
 
 
4

 
  
Liquidity and Capital Resources
 
Our cash balance as of  March 31, 2011 was $603. 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.
 
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.
 
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.
 
 
5

 

 
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 1, 2011, 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 $110,000. The fair value of the unregistered shares was determined based on the recent closing price of the Company’s stock on the date of grant less an approximate 30% discount for restricted trading.

On January 1, 2011, 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 $27,500. The fair value of the unregistered shares was determined based on the recent closing price of the Company’s stock on the date of grant less an approximate 30% discount for restricted trading.

On January 1, 2011, the Company entered into an agreement with an unrelated third-party consultant.  As payment for the consultant’s services, the Company issued 4,000,000 shares of its unregistered common stock on said date valued at $44,000. The fair value of the unregistered shares was determined based on the recent closing price of the Company’s stock on the date of grant less an approximate 30% discount for restricted trading.

On January 1, 2011, the Company entered into an agreement with an unrelated third-party consultant.  As payment for the consultant’s services, the Company issued 1,000,000 shares of its unregistered common stock on said date valued at $11,000. The fair value of the unregistered shares was determined based on the recent closing price of the Company’s stock on the date of grant less an approximate 30% discount for restricted trading.

On January 1, 2011, 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 $110,000. The fair value of the unregistered shares was determined based on the recent closing price of the Company’s stock on the date of grant less an approximate 30% discount for restricted trading.

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.

None
 
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: May 18, 2011
By:
/s/ Aviram Malik
 
   
Name: Aviram Malik
 
   
Title: Chief Executive Officer, President and
 
   
Director (Principal Executive Officer)
 
 
Date: May 18, 2011
By:
/s/ Asher Zwebner
 
   
Name: Asher Zwebner
 
   
Title:  Chief Financial Officer
 
   
(Principal Financial and Accounting Officer)
 
 
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