Up
to a Maximum of 3,000,000 Shares of Common Stock at $0.03 Per
Share
We
are
offering for sale a maximum of 3,000,000 shares of our common stock in a
self-underwritten offering directly to the public at a price of $0.03 per share.
There is no minimum amount of shares that we must sell in our direct offering,
and therefore no minimum amount of proceeds will be raised. No arrangements
have
been made to place funds into escrow or any similar account. Upon receipt,
offering proceeds will be deposited into our operating account and used to
conduct our business and operations. We are offering the shares without any
underwriting discounts or commissions. The purchase price is $0.03 per share.
If
all 3,000,000 shares are not sold within 180 days from the date hereof, (which
may be extended an additional 90 days in our sole discretion), the offering
for
the balance of the shares will terminate and no further shares will be sold.
If
all of the shares offered by us are purchased, the gross proceeds to us will
be
$90,000. This is our initial public offering and no public market currently
exists for shares of our common stock.
We
intend
for our common stock to be sold by our officers and directors. Such persons
will
not be paid any commissions for such sales.
We
will
pay all expenses incurred in this offering. The offering will terminate 180
days
after this registration statement is declared effective by the Securities and
Exchange Commission. However, we may extend the offering for up to 90 days
following the 180 day offering period.
Our
common stock is presently not traded on any public market or securities
exchange, and we have not applied for listing or quotation on any public
market.
THE
SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING "RISK FACTORS"
BEGINNING ON PAGE 4.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The
information in this prospectus is not complete and may be changed. This
prospectus is included in the registration statement that was filed by us with
the Securities and Exchange Commission. We may not sell these securities until
the registration statement becomes effective. This prospectus is not an offer
to
sell these securities and is not soliciting an offer to buy these securities
in
any state where the offer or sale is not permitted.
As
used
in this prospectus, references to the "Company,""we,""our," or "us" refer
to 1
Lane Technologies Corp., unless the context otherwise indicates.
A
Cautionary Note on Forward-Looking Statements
This
prospectus 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, including the risks in the section entitled
“Risk 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.
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.
PROSPECTUS
SUMMARY
The
following summary highlights selected material information contained in this
prospectus. This summary does not contain all the information you should
consider before investing in the securities. Before making an investment
decision, you should read the entire prospectus carefully, including the "Risk
Factors" section, the financial statements, and the notes to the financial
statements.
OUR
COMPANY
We
were
incorporated in Delaware on September 17, 2007 and are a development stage
company. On November 25, 2007, we entered into an exclusive worldwide
patent-pending sale agreement (the “Assignment Document of Worldwide Rights”)
with Mr. Eliezer Sheffer, the original inventor, in relation to a patent-pending
technology (Patent Application Number: 11/720,518). We plan to use said
technology (security systems for mobile vehicles, trucks, and shipping
containers) to create a unique wireless data platform to support minute by
minute data transmissions in exchange for a commitment to pay Mr. Sheffer Sixty
thousand United States Dollars (US $60,000), according to the condition
specified in the “Assignment Document of Worldwide Rights” related to the Patent
Application Number 11/720,518.
1
Lane
Technologies Corp.’s flagship product is a wireless data platform that supports
minute by minute data transmissions. It is intended for use in three main
applications:
·
A
reliable and cheap data service: The wide region reliable, cheap
data and
SMS service that can integrate and interact with all standard equipment
in
use today.
·
A
wide region data control relay: The secure control data relay can
be
transmitted from various stations all over the region to one or more
central locations.
·
A
real-time, robust short message wireless service will always be available,
such that users can transmit vital information from hospitals, emergency
centers, and security apparatus to one or more control centers using
AAT
TM
(At-All-Times).
The
basic
system, using 1 Lane’s proprietary, patent-pending technology, utilizes the
Industrial Scientific Medical (ISM) non-licensed spectrum to provide short
message and data transmission. The capacity is in an order of magnitude higher
and more robust than any currently available wireless or cellular
network.
Two
major
deficiencies plague today’s current offerings: communications tampering and
excessive numbers of false alarms. . 1 Lane acquired the rights to the
patent-pending technology above, to address these major deficiencies. It is
intended to provide an advanced security system for mobile vehicles, trucks,
and
shipping containers, while detecting communications tampering and minimizing
the
number of false alarms.
1
Our
principal offices are located at 76/7 Zalman Shazar Street; Hod Hasharon,
Israel. Our telephone number is 972-(72) 2121324. Our registered office in
Delaware is located at 113 Barksdale Professional Center, Newark, DE19711,
and
our registered agent is Delaware Intercorp. All references to "we,""us,""our,"
or similar terms used in this prospectus refer to 1 Lane Technologies Corp..
Our
fiscal year end is December 31 st
.
Our
auditors have issued an audit opinion which includes a statement describing
our
going concern status. Our financial status creates substantial doubt whether
we
will continue as a going concern. Investors should note, we have not generated
any revenues to date, we do not yet have any products available for sale.
OUR
DIRECT PUBLIC OFFERING
We
are
offering for sale up to a maximum of 3,000,000 shares of our common stock
directly to the public. There is no underwriter involved in this offering.
We
are offering the shares without any underwriting discounts or commissions.
The
purchase price is $0.03 per share. If all of the shares offered by us are
purchased, the gross proceeds before deducting expenses of the offering will
be
up to $90,000. The expenses associated with this offering are estimated to
be
$20,000 or approximately 22% of the gross proceeds of $90,000 if all the shares
offered by us are purchased. If all the shares offered by us are not purchased,
then the percentage of offering expenses to gross proceeds will be higher and
a
lower amount of proceeds will be realized from this offering. If we are
unsuccessful in raising sufficient gross proceeds from this offering, then
it is
possible that our offering expenses may exceed our gross proceeds.
This
is
our initial public offering and no public market currently exists for shares
of
our common stock. We can offer no assurance that an active trading market will
ever develop for our common stock.
The
offering will terminate six months after this registration statement is declared
effective by the Securities and Exchange Commission. However, we may extend
the
offering for up to 90 days following the six month offering period.
Total
shares of common stock outstanding prior to the offering
7,000,000
shares
Shares
of common stock
being
offered by us
3,000,000
shares
Total
shares of common
stock
outstanding
after
the offering
10,000,000
shares
Gross
proceeds:
Gross
proceeds from the sale of up to 3,000,000 shares of our common stock
will
be $90,000. Use of proceeds from the sale of our shares will be used
as
general operating capital to allow us to develop and implement a
strategic
marketing plan for marketing our product to global markets, focusing
initially on North American and European markets.
Our
founders currently hold 100% of our shares, and, as a result, will
exercise control over our direction. After the offering, our founders
will
hold approximately 70% if we are successful at selling all the shares
offered.
Risk
Factors
There
are substantial risk factors involved in investing in our Company.
For a
discussion of certain factors you should consider before buying shares
of
our common stock, see the section entitled "Risk
Factors."
2
This
is a
self-underwritten public offering, with no minimum purchase requirement. Shares
will be offered on a best efforts basis and we do not intend to use an
underwriter for this offering. We do not have an arrangement to place the
proceeds from this offering in an escrow, trust, or similar account. Any funds
raised from the offering will be immediately available to us for our immediate
use.
This
table summarizes our operating and balance sheet data as of the periods
indicated. You should read this summary financial data in conjunction with
the
"Plan of Operations" and our audited financial statements and notes thereto
included elsewhere in this prospectus.
This
investment has a high degree of risk. Before you invest you should carefully
consider the risks and uncertainties described below and the other information
in this prospectus. If any of the following risks actually occur, our business,
operating results and financial condition could be harmed and the value of
our
stock could go down. This means you could lose all or a part of your
investment.
We
are a development stage company with no operating history and may
never be
able to carry out our business plan or achieve any revenues or
profitability; at this stage of our business, even with our good
faith
efforts, potential investors have a high probability of losing their
entire investment.
We
are
subject to all of the risks inherent in the establishment of a new business
enterprise. We were established on September 17, 2007, for the purpose of
engaging in the development, manufacture, and sale of a secure, inexpensive,
real time information transmission system that addresses the needs of emergency
and hospital services, manufacturing, and security systems. We have not
generated any revenues nor have we realized a profit from our operations to
date, and there is little likelihood that we will generate any revenues or
realize any profits in the short term. Any profitability in the future from
our
business will be dependent upon the successful development of a develop and
implement a strategic marketing plan for bringing our product to global markets,
focusing initially on North American and European markets for our wireless
data
platform, which itself is subject to numerous industry-related risk factors
as
set forth herein. We may not be able to successfully carry out our business.
There can be no assurance that we will ever achieve any revenues or
profitability. Accordingly, our prospects must be considered in light of the
risks, expenses, and difficulties frequently encountered in establishing a
new
business in the secure, wireless platform industry, and our Company is a highly
speculative venture involving significant financial risk.
2.
We
expect to incur operating losses in the next twelve months because
we have
no plan to generate revenues unless and until we successfully develop
and
implement a strategic marketing plan for bringing our product to
global
markets.
We
have
never generated revenues. We intend to engage in the manufacture and
distribution of a wireless data system. We own the right to exploit the
technology and patent for a new and improved wireless data system. However,
our
wireless data system is not currently available for sale. We intend to develop
and implement a strategic marketing plan for bringing our product to global
markets, focusing initially on North American and European markets. We may
rely
on third parties to work with us to develop this strategic plan. We expect
to
incur operating losses over the next twelve months because we have no source
of
revenues unless and until we are successful in developing this marketing
strategy for our wireless data system. We cannot guarantee that we will ever
be
successful such a strategy or in generating revenues in the future. We recognize
that if we are unable to generate revenues, we will not be able to earn profits
or continue operations. We can provide investors with no assurance that we
will
generate any operating revenues or ever achieve profitable
operations.
3.
If
we are unable to obtain funding for developing and implementing a
strategic marketing plan for bringing our product to global markets,
we
will have to delay sales and promotion and/or go change our line
of
business, which could result in the loss of your total
investment.
We
intend
to use a part of the funds to be raised in this offering to develop and
implement a strategic marketing plan for bringing our product to global markets,
focusing initially on North American and European markets for our wireless
data
system. We also plan to test this system on a wider scale to provide additional
evidence of its efficiency and make it more marketable to global players and
key
strategic investment and marketing partners. As such, if we are unable to raise
at least $54,000, we will not have sufficient funds to engage a manufacturing
company to work with us to develop, deploy and market our solution. If we raise
only $54,000, we believe that we will have funds available to reach the basic
goals of our business plan; however, we believe we will need an additional
$36,000 in order to bring the product to market on a full-scale basis. Since
there are no refunds on the shares sold in this offering, if any, you may be
investing in a company that will not have the funds necessary to commence
operations.
4
4.
We
do not have sufficient cash to fund our operating expenses for the
next
twelve months, and we will require additional funds through the sale
of
our common stock, which requires favorable market conditions and
interest
in our activities by investors. We may not be able to sell our common
stock and funding may not be available for continued
operations.
There
is
not enough cash on hand to fund our administrative expenses and operating
expenses or our proposed research and development program for the next twelve
months. In addition, we will require substantial additional capital following
the development of a strategic marketing plan for bringing our product to global
markets in order to actually market, arrange for the manufacturing of, and
sell
our solution. Because we do not expect to have any cash flow from operations
within the next twelve months, we will need to raise additional capital, which
may be in the form of loans from current stockholders and/or from public and
private equity offerings. Our ability to access capital will depend on our
success in implementing our business plan. It will also depend upon the status
of the capital markets at the time such capital is sought. Should sufficient
capital not be available, the implementation of our business plan could be
delayed and, accordingly, the implementation of our business strategy would
be
adversely affected. If we are unable to raise additional funds in the future,
we
may have to cease all substantive operations. In such event it would not be
likely that investors would obtain a profitable return on their investment
or a
return of their investment at all.
5.
Our
auditors have expressed substantial doubt about our ability to continue
as
a going concern, and if we do not raise at least $54,000 from our
offering, we may have to suspend or cease operations within twelve
months.
Our
audited financial statements for the period from September 17, 2007, through
December 31, 2007, were prepared using the assumption that we will continue
our
operations as a going concern. We were incorporated on September 17, 2007,
and
do not have a history of earnings. As a result, our independent accountants
in
their audit report have expressed substantial doubt about our ability to
continue as a going concern. Continued operations are dependent on our ability
to complete equity or debt financing activities or to generate profitable
operations. Such capital formation activities may not be available or may not
be
available on reasonable terms. Our financial statements do not include any
adjustments that may result from the outcome of this uncertainty. We believe
that if we do not raise at least $54,000 from our offering, we may have to
suspend or cease operations within twelve months. Therefore, we may be unable
to
continue operations in the future as a going concern. If we cannot continue
as a
viable entity, our stockholders may lose some or all of their investment in
the
Company.
6.
We
have no track record that would provide a basis for assessing our
ability
to conduct successful business activities. We may not be successful
in
carrying out our business
objectives.
The
revenue and income potential of our proposed business and operations are
unproven as the lack of operating history makes it difficult to evaluate the
future prospects of our business. There is nothing at this time on which to
base
an assumption that our business operations will prove to be successful or that
we will ever be able to operate profitably. Accordingly, we have no track record
of successful business activities, strategic decision-making by management,
fund-raising ability, and other factors that would allow an investor to assess
the likelihood that we will be successful in developing a strategic marketing
plan for bringing our product to global markets and thereafter making it
available for sale. There is a substantial risk that we will not be successful
in implementing our business plan, or if initially successful, in thereafter
generating any operating revenues or in achieving profitable
operations.
7.
Because
we are not making provisions for a refund to investors, you may lose
your
entire investment.
Even
though our business plan is based upon the complete subscription of the shares
offered through this offering, the offering makes no provisions for refund
to an
investor. We will utilize all amounts received from newly issued common stock
purchased through this offering even if the amount obtained through this
offering is not sufficient to enable us to go forward with our planned
operations. Any funds received from the sale of newly issued stock will be
placed into our corporate bank account. We do not intend to escrow any funds
received through this offering. Once funds are received as the result of a
completed sale of common stock being issued by us, those funds will be placed
into our corporate bank account and may be used at the discretion of
management.
5
8.
As
a development stage company, we may experience substantial cost overruns
in manufacturing andmarketing
our product, and we may not have sufficient capital to successfully
complete the development andmarketing
of our product
.
We
may
experience substantial cost overruns in manufacturing and marketing our product,
and may not have sufficient capital to successfully complete our project. We
may
not be able to manufacture or market our product because of industry conditions,
general economic conditions, and/or competition from potential manufacturers
and
distributors. In addition, the commercial success of any product is often
dependent upon factors beyond the control of the company attempting to market
the product, including, but not limited to, market acceptance of the product
and
whether or not third parties promote the products through prominent marketing
channels and/or other methods of promotion.
9.
We
will rely on a third party marketing and consulting firm to develop
and
implement a strategic marketing plan for bringing our product to
global
markets
.
We
will
rely on a third marketing consulting firm to develop and implement a strategic
marketing plan for bringing our product to global markets. Our dependence on
such third party marketing consulting firm may present a number of risks,
including the risk that such marketing consulting firm may not be able to
perform satisfactorily by failing to meeting expected deadlines. Failure of
the
third party marketing consulting firm will adversely affect our ability to
execute our business plan and which will have a negative impact on our
business.
The
wireless data transmission industry is highly competitive. Most of our current
and potential competitors have longer operating histories, significantly greater
resources and name recognition, and a larger base of distributors and customers
than we have. As a result, these competitors have greater name credibility
with
our potential distributors and customers. Our competitors also may be able
to
adopt more aggressive pricing policies and devote greater resources to the
development, promotion, and sale of their products and services than we can
to
ours. To be competitive, we must continue to invest significant resources in
research and development, sales and marketing, and customer support. We may
not
have sufficient resources to make these investments or to develop the
technological advances necessary to be competitive, which in turn will cause
our
business to suffer and restrict our profitability potential.
11.
Our
success depends on third party distribution
channels.
We
intend
to sell our product ourselves and through a series of resellers and
distributors. Our future revenue growth will depend in large part on sales
of
our product through these relationships. We may not be successful in developing
distribution relationships. Entities that distribute our product may compete
with us. In addition, these distributors may not dedicate sufficient resources
or give sufficient priority to selling our product. Our failure to develop
distribution channels, the loss of a distribution relationship, or a decline
in
the efforts of a material reseller or distributor could prevent us from
generating sufficient revenues to become profitable.
12.
Changing
consumer preferences may negatively impact our
business
The
Company's success is dependent upon the ongoing need and appeal for a wireless
data system. Consumer preferences with respect to wireless data system are
continuously changing and are difficult to predict. As a result of changing
consumer preferences, many wireless data systems are successfully marketed
for a
short period of time and then interest or demand or consumer requirements
change. We cannot assure you that our product will achieve customer acceptance
or will continue to be popular with consumers for any significant period of
time, or that new products will achieve an acceptable degree of market
acceptance, or that if such acceptance is achieved, it will be maintained for
any significant period of time. Our success is dependent upon our ability to
develop, introduce, and gain customer acceptance of the Company’s wireless data
system and to do so in a reasonable duration and cost-effective manner. The
failure of our product to achieve and sustain market acceptance and to produce
acceptable margins could have a material adverse effect on our financial
condition and results of operations.
6
13.
Because
our Directors and officers have no experience in running a company
that
sells wireless data systems, they may not be able to successfully
operate
such a business which could cause you to lose your
investment
.
We
are a
development stage company and we intend to manufacture, market, and sell a
wireless data system. Aviram Malik and Gal Ilivitzki, our current Directors
and
officers, have effective control over all decisions regarding both policy and
operations of our Company with no oversight from other management. Our success
is contingent upon the ability of these individuals to make appropriate business
decisions in these areas. However, our Directors and officers have no experience
in operating a company that sells wireless data systems. It is possible that
this lack of relevant operational experience could prevent us from becoming
a
profitable business and hinder an investor from obtaining a return on his
investment in us.
14.
Because
Aviram Malik and Gal Ilivitzki have other outside business activities
and
will only be devoting up to 10% of their time to our operations,
our
operations may be sporadic which may result in periodic interruptions
or
suspensions of our business
activities.
Our
Directors and officers are only engaged in our business activities on a
part-time basis. This could cause the officers a conflict of interest between
the amount of time they devote to our business activities and the amount of
time
required to be devoted to their other activities. Aviram Malik and Gal
Ilivitzki, our current Directors and officers, intend to devote only
approximately 5 hours per week to our business activities. Subsequent to the
completion of this offering, we intend to increase our business activities
in
terms of research, development, marketing and sales. This increase in business
activities may require that either our Directors and officers engage in our
business activities on a full-time basis or that we hire additional employees;
however, at this time, we do not have sufficient funds to pursue either
option.
15.
Our
founders own 100% of the outstanding shares of our common stock,
and may
be able to influence control of the company or decision making by
management of the Company.
Our
founders presently own 100% of our outstanding common stock, of which our
officers and directors own 29%. If all of the 3,000,000 shares of our common
stock being offered hereby are sold, the shares held by our founders will
constitute approximately 70% of our outstanding common stock, of which our
officers and directors will hold 20% of such shares. Our founders will be able
to exercise significant influence over all matters requiring shareholder
approval. This influence over our affairs might be adverse to the interest
of
our other stockholders. In addition, this concentration of ownership could
delay
or prevent a change in control and might have an adverse effect on the market
price of our common stock.
16.
If
our intellectual property protection is inadequate, competitors may
gain
access to our technology and undermine our competitive
position.
We
regard
our current and future intellectual property as important to our success, and
we
rely on patent law to protect our proprietary rights. Despite our precautions,
unauthorized third parties may copy certain portions of our product or reverse
engineer or obtain and use information that we regard as proprietary. We have
been granted one patent in the United States and we may seek additional patents
in the future. We do not know if any future patent application will be issued
with the scope of the claims we seek, if at all, or whether any patents we
receive will be challenged or invalidated. Thus, we cannot assure you that
our
intellectual property rights can be successfully asserted in the future or
that
they will not be invalidated, circumvented or challenged. In addition, the
laws
of some foreign countries do not protect proprietary rights to the same extent
as do the laws of the United States. Our means of protecting our proprietary
rights in the United States or abroad may not be adequate and competitors may
independently develop similar technology. Any failure to protect our proprietary
information and any successful intellectual property challenges or infringement
proceedings against us could have a material adverse affect on our business,
financial condition, or results of operations.
17.
We
may be subject to intellectual property litigation, such as patent
infringement claims, which could adversely affect our
business.
Our
success will also depend in part on our ability to develop a commercially viable
product without infringing the proprietary rights of others. Although we have
not been notified of any infringement claims, other patents could exist or
could
be filed which would prohibit or limit our ability to develop and market our
wireless data system in the future. In the event of an intellectual property
dispute, we may be forced to litigate. Intellectual property litigation would
divert management's attention from developing our product and would force us
to
incur substantial costs regardless of whether or not we are successful. An
adverse outcome could subject us to significant liabilities to third parties,
and force us to cease operations.
7
18.
You
will experience difficulties in attempting to enforce liabilities
based
upon U.S. federal securities laws against our non-U.S. resident Directors
and officers.
Our
operations are in Israel. Our Directors and executive officers are foreign
citizens and do not reside in the United States. It may be difficult for courts
in the United States to obtain jurisdiction over our foreign assets or persons
and as a result, it may be difficult or impossible for you to enforce judgments
rendered against us or our Directors or executive officers in United States
courts. In addition, the courts in the country where we are located (Israel)
may
not permit lawsuits for the enforcement of judgments arising out of the United
States and state securities or similar laws. Thus, should any situation arise
in
the future in which you have a cause of action against these persons or us,
you
are at greater risk in investing in our Company rather than a domestic company
because of greater potential difficulties in bringing lawsuits or, if
successful, in collecting judgments against these persons as opposed to domestic
persons or entities.
19.
If
and when we sell our products, we may be liable for product liability
claims and we presently do not maintain product liability
insurance.
The
wireless data system that we are developing may expose us to potential liability
from personal injury or property damage claims by end-users of the product.
We
currently have no product liability insurance to protect us against the risk
that in the future a product liability claim or product recall could materially
and adversely affect our business. Inability to obtain sufficient insurance
coverage at an acceptable cost or otherwise to protect against potential product
liability claims could prevent or inhibit the commercialization of our product.
We cannot assure you that when we commence distribution of our product that
we
will be able to obtain or maintain adequate coverage on acceptable terms, or
that such insurance will provide adequate coverage against all potential claims.
Moreover, even if we maintain adequate insurance, any successful claim could
materially and adversely affect our reputation and prospects, and divert
management’s time and attention. If we are sued for any injury allegedly caused
by our future products our liability could exceed our total assets and our
ability to pay the liability.
RISKS
RELATING TO OUR COMMON STOCK
20.
We
may in the future issue additional shares of our common stock which
would
reduce investors’ ownership interests in the Company and which may dilute
our share value. We do not need stockholder approval to issue additional
shares.
Our
certificate of incorporation authorizes the issuance of 200,000,000 shares
of
common stock, par value $0.0001 per share, 7,000,000 of which are issued and
outstanding. If the maximum offering is successfully completed, there will
be
10,000,000 shares issued and outstanding. Accordingly, we can issue, at any
time(s), up to an additional 190,000,000 shares of common stock, possibly for
nominal consideration, without shareholder approval. The future issuance of
all
or part of our remaining authorized common stock may result in substantial
dilution in the percentage of our common stock held by our then existing
stockholders. We may value any common stock issued in the future on an arbitrary
basis. The issuance of common stock for future services or acquisitions or
other
corporate actions may have the effect of diluting the value of the shares held
by our investors, and might have an adverse effect on any trading market for
our
common stock.
21.
Our
common stock is subject to the "penny stock" rules of the SEC and
the
trading market in our securities is limited, which makes transactions
in
our stock cumbersome and may reduce the value of an investment in
our
stock.
The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes
the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions.
For
any transaction involving a penny stock, unless exempt, the rules require:
(i)
that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must: (i) obtain financial
information and investment experience objectives of the person; and (ii) make
a
reasonable determination that the transactions in penny stocks are suitable
for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny
stocks.
8
The
broker or dealer must also deliver, prior to any transaction in a penny stock,
a
disclosure schedule prescribed by the Security and Exchange Commission relating
to the penny stock market, which, in highlight form: (i) sets forth the basis
on
which the broker or dealer made the suitability determination; and (ii) that
the
broker or dealer received a signed, written agreement from the investor prior
to
the transaction.
Generally,
brokers may be less willing to execute transactions in securities subject to
the
"penny stock" rules. This may make it more difficult for investors to dispose
of
our common stock and cause a decline in the market value of our
stock.
Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both
the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account
and
information on the limited market in penny stocks.
Because
we do not intend to pay any cash dividends on our shares of common stock, our
stockholders will not be able to receive a return on their shares unless they
sell them.
We
intend
to retain any future earnings to finance the development and expansion of our
business. We do not anticipate paying any cash dividends on our common stock
in
the foreseeable future. Unless we pay dividends, our stockholders will not
be
able to receive a return on their shares unless they sell them at a price higher
than that which they initially paid for such shares.
22.
The
offering price of our common stock could be higher than the market
value,
causing investors to sustain a loss of their
investment.
The
price
of our common stock in this offering has not been determined by any independent
financial evaluation, market mechanism or by our auditors, and is therefore,
to
a large extent, arbitrary. Our audit firm has not reviewed management's
valuation, and therefore expresses no opinion as to the fairness of the offering
price as determined by our management. As a result, the price of the common
stock in this offering may not reflect the value perceived by the market. There
can be no assurance that the shares offered hereby are worth the price for
which
they are offered and investors may therefore lose a portion or all of their
investment.
23.
There
is no established public market for our stock and a public market
may not
be obtained or be liquid and therefore investors may not be able
to sell
their shares.
There
is
no established public market for our common stock being offered under this
prospectus. While we intend to apply for quotation of our common stock on the
Over-The-Counter Bulletin Board system, we have not yet engaged a market maker
for the purposes of submitting such application, and there is no assurance
that
we will qualify for quotation on the OTC Bulletin Board. Therefore, purchasers
of our common stock in this offering may be unable to sell their shares on
any
public trading market or elsewhere.
The
net
proceeds to us from the sale of up to 3,000,000 shares offered at a public
offering price of $0.03 per share will vary depending upon the total number
of
shares sold. Regardless of the number of shares sold, we expect
to incur offering expenses estimated at approximately $20,000 for
legal, accounting, and other costs in connection with this offering. The table
below shows the intended net proceeds from this offering we expect to
receive for scenarios where we sell various amounts of the
shares. Since we are making this offering without any minimum requirement,
there is no guarantee that we will be successful at selling any of the
securities being offered in this prospectus. Accordingly, the
actual amount of proceeds we will raise in this offering, if any, may
differ.
9
PERCENT
OF NET PROCEEDS RECEIVED
60%
80%
100%
Shares
Sold
1,800,000
2,400,000
3,000,000
Gross
Proceeds
$
54,000
$
72,000
$
90,000
Less
Offering Expenses
$
(20,000
)
$
(20,000
)
$
(20,000
)
Net
Offering Proceeds
$
34,000
$
52,000
$
70,000
The
Use
of proceeds set forth below demonstrates how we intend to use the funds under
the various percentages of amounts of the related offering. All amounts listed
below are estimates.
60%
80%
100%
General
working capital
$
14,000
$
22,000
$
30,000
Strategic
Planning, Analysis, and Further Development costs
$
10,000
$
15,000
$
20,000
Sales
and Marketing
$
10,000
$
15,000
$
20,000
Total
$
34,000
$
52,000
$
70,000
Our
offering expenses are comprised of legal and accounting expenses, SEC and EDGAR
filing fees. Our officers and Directors will not receive any compensation for
their efforts in selling our shares.
We
intend
to use the proceeds of this offering in the manner and in order of priority
set
forth above. We do not intend to use the proceeds to acquire assets or finance
the acquisition of other businesses. At present, no material changes are
contemplated. Should there be any material changes in the projected use of
proceeds in connection with this offering, we will issue an amended prospectus
reflecting the new uses.
In
all
instances, after the effectiveness of this registration statement, the Company
will need some amount of working capital to maintain its general existence
and
comply with its public reporting obligations. In addition to changing
allocations because of the amount of proceeds received, we may change the use
of
proceeds because of required changes in our business plan. Investors should
understand that we have wide discretion over the use of proceeds. Therefore,
management decisions may not be in line with the initial objectives of investors
who will have little ability to influence these decisions.
DETERMINATION
OF OFFERING PRICE
Our
common stock is presently not traded on any market or securities exchange and
we
have not applied for listing or quotation on any public market. Our Company
will
be offering the shares of common stock being covered by this prospectus at
a
price of $0.03 per share. Such offering price does not have any relationship
to
any established criteria of value, such as book value or earnings per share.
Because we have no significant operating history and have not generated any
revenues to date, the price of our common stock is not based on past earnings,
nor is the price of our common stock indicative of the current market value
of
the assets owned by us. No valuation or appraisal has been prepared for our
business and potential business expansion.
The
offering price was determined arbitrarily based on a determination by the Board
of Directors of the price at which they believe investors would be willing
to
purchase the shares. Additional factors that were included in determining the
offering price are the lack of liquidity resulting from the fact that there
is
no present market for our stock and the high level of risk considering our
lack
of profitable operating history.
Purchasers
of our securities in this offering will experience immediate and substantial
dilution in the net tangible book value of their common stock from the initial
public offering price. The historical net tangible book value as of December31,2007 was -$14,422 or -$0.0014 per share. Historical net tangible book value
per
share of common stock is equal to our total tangible assets less total
liabilities, divided by the number of shares of common stock outstanding as
of
December 31, 2007, as adjusted to give effect to the receipt of net proceeds
from the sale of 3,000,000 shares of common stock for $0.03, which represents
net proceeds after deducting estimated offering expenses of $20,000. This
represents an immediate increase of $0.0015 per share to existing stockholders
and an immediate and substantial dilution of $0.0314 per share, or approximately
105%, to new investors purchasing our securities in this offering. Dilution
in
pro forma net tangible book value per share represents the difference between
the amount per share paid by purchasers of shares of our common stock in this
offering and the pro forma net tangible book value per share of our common
stock
immediately following this offering.
The
following table sets forth as of December 31, 2007, the number of shares of
common stock purchased from us and the total consideration paid by our existing
stockholders and by new investors in this offering if new investors purchase
100% of the offering, before deducting offering expenses payable by us, assuming
a purchase price in this offering of $0.03 per share of common
stock.
Shares
Number
Percent
Amount
Existing
Stockholders
7,000,000
70
%
$
700
New
Investors
3,000,000
30
%
$
90,000
Total
10,000,000
100
%
$
90,700
OUR
BUSINESS
GENERAL
DEVELOPMENT
We
were
incorporated in Delaware on September 17, 2007 and we are a development stage
company. We intend to engage in the manufacture and distribution of a new and
improved wireless data system which uses a patent-pending technology that
addresses two deficiencies in the security and protection aspects of wireless
data transmission. We have not generated any revenues to date and our operations
have been limited to organizational, start-up, and capital formation activities.
We currently have no employees other than our officers, who are also our
Directors.
We
have
never declared bankruptcy, have never been in receivership, and have never
been
involved in any legal action or proceedings. We have not made any significant
purchase or sale of assets, nor has the Company been involved in any mergers,
acquisitions or consolidations. We are not a blank check registrant as that
term
is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933,
because we have a specific business plan and purpose. Neither 1 Lane
Technologies Corp., nor its officers, Directors, promoters or affiliates, has
had preliminary contact or discussions with, nor do we have any present plans,
proposals, arrangements or understandings with any representatives of the owners
of any business or company regarding the possibility of an acquisition or
merger.
We
have
entered into an “Assignment of Worldwide Rights” agreement in which 1 Lane
Technologies Corp. receives all rights, title, and interest for the United
States and possessions and for all other countries of the world related to
a
patent-pending (Patent Application Number: 11/720,518) technology that creates
a
security system for mobile vehicles, trucks and shipping containers (the
“Product”). On May 31, 2007 a patent application was filed in the United States
Patent and Trademark Office. The inventor of the technology covered by this
patent is Eliezer Sheffer.
11
An
“Assignment Document of Worldwide Rights” was signed between Eliezer Sheffer and
1 Lane Technologies Corp. on November 25, 2007, granting 1 Lane Technologies
Corp. exclusive rights to the Patent Application and all Intellectual Property
rights, free and clear of any lien, charge, claim, preemptive rights, etc.
for a
security system for mobile vehicles, trucks and shipping
containers.
Our
principal offices are located c/o Aviram Malik, 76/7 Zalman Shazar Street;
Hod
Hasharon, Israel. Our telephone number is 972-(72) 212-1324.
BUSINESS
SUMMARY AND BACKGROUND
1
Lane
Technologies Corp. has 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.
The
technology enables a subscriber’s stand-alone module to transmit data packets
every 60 seconds (or less), with practically unlimited numbers of subscribers,
simultaneously and to all locations. The data packet includes key data such
as
subscribers; ID, location, status, etc.) or any other data messaging
applications.
The
system provides several key advantages, including: the ability to exploit the
readily available, existing worldwide non-licensed spectrum that is transparent
to other wireless and existing cellular networks; the ability to either
substitute or marginally relate to the on-going transmissions at no additional
cost; and the ability to provide non-stop, real-time, fail-safe data via a
wireless communications platform that ensures that the wireless link between
remote units to a monitoring center (or other unites) cannot be neutralized,
severed, deciphered, tampered, or compromised by hackers, without being detected
in real-time. These benefits all make this system an excellent platform for
mission-critical applications.
1
Lane
plans to further develop this system and investigate methods for targeting
markets related to security, monitoring and other mission-critical applications,
as well as traditional cellular carriers. The initial target market will likely
in the area of security/protection for mission-critical assets (both mobile
and
stationary). This market is currently plagued with two major deficiencies:
the
inability to detect communications tamper-attempts in real-time, and an
excessive amount of false alarms. While there have been attempts to rectify
these deficiencies in the past, no current solutions have succeeded either
commercially or technically.
The
1
Lane solution is based on three “building blocks”: a subscriber unit, which is
based on a standard wireless communications chipset with minor hardware and
software algorithm additions; a base unit, which is also based on existing
wireless communications transceiver hardware (with additions of hardware and
software introduced by external SBC computer to manipulate the standard
transceiver operations); and a computer center, which is based on standard
PC
with the appropriate database management and display software connected via
a
Virtual Private Network (VPN) to all the base units.
A
key
concept of this solution includes relying on the repetitive subscriber unit
transmission ensure that the subscriber unit is still active and operable and
that no tamper or breaches have occurred. As a result of this technology, 1
Lane
estimates that it can create a cellular network at a fraction of the cost of
current cellular network deployments.
The
Company’s marketing plan includes some or all of the following: aligning itself
with major cellular, energy and security players; establishing strategic
alliances to accelerate the marketing and sales regulatory process (where
needed) and utilizing partner distribution channels to market the applications
to its maximum potential; integrating additional development projects into
its
infrastructure as a way of reducing its dependency on the cellular sector;
and
generally leveraging its scientific and other key resources.
The
Company plans to utilize top-level business development personnel in order
to
actively penetrate its markets and form strategic alliances with leading
players. The objective of this strategy is to develop a strong presence in
the
North American and European markets, create a strong brand recognition and
product portfolio, extend its development program, and create an effective
global product distribution strategy.
12
Since
1
Lane has a finished product, our main financial budget is aimed at marketing.
The Company expects that the marketing budget’s strategy will be spent primarily
on “bringing our product to the world.” This will be accomplished through three
major channels: licensing, direct sales, and self-operation.
THIRD-PARTY
MANUFACTURERS/MARKETING STRATEGISTS
We
mayrely on third parties to develop an effective marketing strategy and to
work
with us to manufacture the product. If our manufacturing and distribution
agreements are not satisfactory, we may not be able to develop or commercialize
our solution as planned. In addition, we may not be able to contract with third
parties to market our solution in an economical manner. Furthermore, third-party
manufacturers may not adequately perform their obligations, which may impair
our
competitive position. If a manufacturer fails to perform, we could experience
significant time delays or we may be unable to commercialize or continue to
market our wireless data system.
INTELLECTUAL
PROPERTY
On
November 25, 2007, we signed an “Assignment Document of Worldwide Rights” with
Eliezer Sheffer, the original patent-pending owner, licensing all rights, title
and interest in, for a unique wireless data platform to support minute by minute
data transmissions. On May 31, 2007, a patent application was filed in the
United States Patent and Trademark Office.
COMPETITION
There
are
several companies in the wireless and cellular communications industries,
including major international manufacturers. We are not, however, aware of
any
other company that has developed, manufactured, and/or marketed a system or
solution of a similar nature that incorporates such a unique wireless data
platform to support minute by minute data transmissions.
As
described above, we have entered into an exclusive patent licensing agreement
for the patented technology on which our proposed unique wireless data platform.
In addition, as described above, we have entered into an “Assignment Document of
Worldwide Rights” whereby we acquired full rights to all title, interests etc.
related to the patent-pending technology.
In
addition, we are developing a website related to our product, which we intend
to
use to promote, advertise, and potentially market our invention, once the
planning and development stages are complete. We intend to full protect our
invention and development stages with copyright and trade secrecy
laws.
EXISTING
OR PROBABLE GOVERNMENT REGULATIONS
We
may be
subject to the provisions of the Federal Consumer Product Safety Act and the
Federal Hazardous Substances Act, among other laws. These acts empower the
CPSC
to protect the public against unreasonable risks of injury associated with
consumer products. The CPSC has the authority to exclude from the market
articles that are found to be hazardous and can require a manufacturer to repair
or repurchase such devices under certain circumstances. Any such determination
by the CPSC is subject to court review. Violations of these acts may also result
in civil and criminal penalties. Similar laws exist in some states and cities
in
the U.S. and in many jurisdictions throughout the world.
EMPLOYEES
Other
than our current directors and officers, Aviram Malik and Gal Ilivitzki, we
have
no other full time or part-time employees. If and when we develop
a
strategic marketing plan for bringing our product to global markets, we may
need
additional employees for such operations. We do not foresee any significant
changes in the number of employees or consultants we will have over the next
twelve months.
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, Nevada89501. 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.
13
RESEARCH
AND DEVELOPMENT
We
have
not incurred costs to date and are not currently conducting any research and
development activities. We do, however, have plans to undertake research and
development activities during our first year of operation. If we are able to
raise funds in this offering, we will retain one or more third parties to
conduct research and development concerning our wireless data system. We have
not yet entered into any agreements, negotiations, or discussions with any
third
parties with respect to such research and development activities. We do not
intend to do so until we commence this offering. For a detailed description
see
"Plan of Operation."
Our
Principal executive offices are located at c/o Aviram Malik, 76/7 Zalman Shazar
Street; Hod Hasharon, Israel. This location is the home a director and the
President of the Company, and we have been allowed to operate out of such
location at no cost to the Company. We believe that this space is adequate
for
our current and immediately foreseeable operating needs. We do not have any
policies regarding investments in real estate, securities, or other forms of
property.
MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
You
should read the following plan of operation together with our audited financial
statements and related notes appearing elsewhere in this prospectus. This plan
of operation contains forward-looking statements that involve risks,
uncertainties, and assumptions. The actual results may differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including, but not limited to, those presented under "Risk Factors"
on
elsewhere in this prospectus.
PLAN
OF OPERATION
We
are a
development stage company that has licensed the technology and patent for a
wireless data system. The purpose of this product is to provide a superior,
unique wireless data platform to support minute by minute data
transmissions.
Although
we have not yet engaged a manufacturer to develop and implement a strategic
marketing plan for bringing our product to global markets, based on our
preliminary discussions with certain manufacturing vendors, we believe that
it
will take approximately three to four months to construct a basic marketing
strategy. If and when we have a viable strategy, depending on the availability
of funds, we estimate that we would need approximately an additional four to
six
months to bring this product to market. Our objective is to manufacture and
promote the solution ourselves through third party sub-contractors and market
the product, and/or to license the manufacturing rights to product and related
technology to third party manufacturers who would then assume responsibility
for
marketing and sales.
Depending
on the relative success of this offering, the following table details how we
intend to use the funds to execute our plan of operation. All amounts listed
below are estimates.
60%
80%
100%
Development:
General working capital
$
14,000
$
22,000
$
30,000
Administration:
Strategy, Planning
$
10,000
$
15,000
$
20,000
Marketing:
Sales and Marketing
$
10,000
$
15,000
$
20,000
Total
$
34,000
$
52,000
$
70,000
We
intend
to use the proceeds of this offering in the manner and in order of priority
set
forth above.
If
less
than $54,000 is raised from this offering, we will attempt to raise additional
capital through the private sale of our equity securities or borrowings from
third party lenders. We have no commitments or arrangements from any person
to
provide us with any additional capital. If additional financing is not available
when needed, we may need to dramatically change our business plan, sell the
Company or cease operations. We do not presently have any plans, arrangements,
or agreements to sell or merge our Company.
14
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 this offering, we
do
not know how long the money will last, however, we do believe it will last
at
least twelve months.
GENERAL
WORKING CAPITAL
We
may be
wrong in our estimates of funds required in order to proceed with developing
and
implementing a strategic marketing plan for bringing our product to global
markets, and executing our general business plan described herein. Should we
need additional funds, we would attempt to raise these funds through additional
private placements or by borrowing money. We do not have any arrangements with
potential investors or lenders to provide such funds and there is no assurance
that such additional financing will be available when required in order to
proceed with the business plan or that our ability to respond to competition
or
changes in the market place or to exploit opportunities will not be limited
by
lack of available capital financing. If we are unsuccessful in securing the
additional capital needed to continue operations within the time required,
we
may not be in a position to continue operations.
We
can
offer no assurance that we will raise any funds in this offering. As disclosed
above, we have no revenues and, as such, if we do not raise at least $54,000
from our offering we will not have sufficient funds to develop and implement
this global marketing strategy. If we are unable to raise funds, we may attempt
to sell the Company or file for bankruptcy. We do not have any current
intentions, negotiations, or arrangements to merge or sell the
Company.
We
are
not aware of any material trend, event or capital commitment, which would
potentially adversely affect liquidity. In the event such a trend develops,
we
believe that we will have sufficient funds available to satisfy working capital
needs through lines of credit and the funds expected from equity
sales.
OTHER
Except
for historical information contained herein, the matters set forth above are
forward-looking statements that involve certain risks and uncertainties that
could cause actual results to differ from those in the forward-looking
statements.
RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS
In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value
Measurements.” This statement defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands
disclosure about fair value measurements. This statement applies under other
accounting pronouncements that require or permit fair value measurement, the
FASB having previously concluded in those accounting pronouncements that fair
value is the relevant measurement attribute. This statement does not require
any
new fair value measurements. However, for some entities, the application of
the
statement will change current practice. This statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The management of the Company
does not believe that this new pronouncement will have a material impact on
its
financial statements.
In
September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
No. 87, 88, 106, and 132(R).” This statement improves financial reporting by
requiring an employer to recognize the overfunded or underfunded status of
a
defined benefit postretirement plan (other than a multi-employer plan) as an
asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
for a not-for-profit organization. This statement also improves financial
reporting by requiring an employer to measure the funded status of a plan as
of
the date of its year-end statement of financial position, with limited
exceptions. The management of the Company does not believe that this new
pronouncement will have a material impact on its financial
statements.
15
In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - Including An Amendment of FASB
Statement No. 115," which permits entities to measure many financial instruments
and certain other items at fair value that are not currently required to be
measured at fair value. An entity would report unrealized gains and losses
on
items for which the fair value option has been elected in earnings at each
subsequent reporting date. The objective is to improve financial reporting
by
providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. The decision about whether
to elect the fair value option is applied instrument by instrument, with a
few
exceptions; the decision is irrevocable; and it is applied only to entire
instruments and not to portions of instruments. SFAS No. 159 requires
disclosures that facilitate comparisons (a) between entities that choose
different measurement attributes for similar assets and liabilities and (b)
between assets and liabilities in the financial statements of an entity that
selects different measurement attributes for similar assets and liabilities.
SFAS No. 159 is effective for financial statements issued for fiscal years
beginning after November 15, 2007. Early adoption is permitted as of the
beginning of a fiscal year provided the entity also elects to apply the
provisions of SFAS No. 157. Upon implementation, an entity shall report the
effect of the first re-measurement to fair value as a cumulative-effect
adjustment to the opening balance of retained earnings. Since the provisions
of
SFAS No. 159 are applied prospectively, any potential impact will depend on
the
instruments selected for fair value measurement at the time of implementation.
The management of the Company does not believe that this new pronouncement
will
have a material impact on its financial statements.
OFF-BALANCE
SHEET ARRANGEMENTS
We
do not
have any off-balance sheet arrangements that have or are reasonably likely
to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.
INFLATION
The
amounts presented in the financial statements do not provide for the effect
of
inflation on the Company’s operations or its financial position. Amounts shown
for machinery, equipment, and leasehold improvements and for costs and expenses
reflect historical cost and do not necessarily represent replacement cost.
The
net operating losses shown would be greater than reported if the effects of
inflation were reflected either by charging operations with amounts that
represent replacement costs or by using other inflation
adjustments.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET
INFORMATION
There
has
been no market for our securities. Our common stock is not traded on any
exchange or on the over-the-counter market. After the effective date of the
registration statement relating to this prospectus, we hope to have a market
maker file an application with the National Association of Securities Dealers,
Inc. for our common stock to eligible for trading on the OTC Bulletin Board.
We
do not yet have a market maker who has agreed to file such application. There
is
no assurance that a trading market will develop, or, if developed, that it
will
be sustained. Consequently, a purchaser of our common stock may find it
difficult to resell the securities offered herein should the purchaser desire
to
do so when eligible for public resale.
SECURITY
HOLDERS
As
of
January 28, 2008, there were 7,000,000 shares of common stock issued and
outstanding, which were held by seven stockholders of record.
DIVIDEND
POLICY
We
have
not declared or paid dividends on our common stock since our formation, and
we
do not anticipate paying dividends in the foreseeable future. Declaration or
payment of dividends, if any, in the future, will be at the discretion of our
Board of Directors and will depend on our then current financial condition,
results of operations, capital requirements and other factors deemed relevant
by
the Board of Directors. There are no contractual restrictions on our ability
to
declare or pay dividends.
16
SECURITIES
AUTHORIZED UNDER EQUITY COMPENSATION PLANS
The
following table sets forth certain information regarding the members of our
Board of Directors and our executive officers as of January 28,2008.
Name
Age
Positions
and Offices Held
Aviram
Malik
36
President
and Director
Gal
Ilivitzki
41
Secretary
and Treasurer
Our
Directors hold office until the next annual meeting of our stockholders or
until
their successors are duly elected and qualified. Set forth below is a summary
description of the principal occupation and business experience of each of
our
Directors and executive officers for at least the last five years.
Aviram
Malik
has been
our President and Director since the Company's inception on September 17, 2007.
After his service in the Israeli navy as a deep sea diver in 1994, Aviram served
as a Branch Manager for a leading pharmaceuticals corporation in Israel from
1994 to 1997. In 1997, Aviram was appointed European Sales Manager for Buzz
VC,
a leading hi-tech video conferencing company. He held this position for a
several years and was later appointed Zone Manager for Loreal, in France in
2000, where he was responsible for sales and management of a sales force
responsible for the Mediterranean region. From 2002-2003, Aviram served as
a
retail manager for one of Israel's largest companies. As such, he was
responsible for negotiations with suppliers both in Israel and abroad,
overseeing the running of four Duty Free shops in Israel's air and sea
ports.
Gal
Ilivitzki
has
served as our Secretary and Treasurer since the Company's inception on September17, 2007. Gal graduated from university with a dual B.A. in Public
Administration and Political Science in 1995. From 1992 - 2000, while attending
university and for a few years after his graduation, Gal was employed first
as
an Assistant Manager and then as a Regional Manager of a number of branch
offices for a major pharmaceutical company in Israel. During this time, he
was
responsible for managing large teams of employees and overseeing many of the
responsibilities and functions of the branches. From 2000-2001, Gal served
as
Marketing and Sales Manager for Shamir, a company involved in the manufacturing
and sales of building materials. While at Shamir, he was responsible for
managing both the sales team and the advertising budget. Since 2001, Gal has
served as a Manager of the SAKAL Group for their Northern Stores, overseeing
sporting and electronics goods. His responsibilities include managing a large
sales force (including store managers), negotiating with suppliers in Israel
and
abroad.
There
are
no familial relationships among any of our Directors or officers. None of our
Directors or officers is a Director in any other U.S. reporting companies except
as mentioned above. None of our Directors or officers has been affiliated with
any company that has filed for bankruptcy within the last five years. The
Company is not aware of any proceedings to which any of the Company’s officers
or Directors, or any associate of any such officer or Director, is a party
that
are adverse to the Company. We are also not aware of any material interest
of
any of our officers or directors that is adverse to our own
interests.
Each
Director of the Company serves for a term of one year or until the successor
is
elected at the Company's annual stockholders' meeting and is qualified, subject
to removal by the Company's stockholders. Each officer serves, at the pleasure
of the Board of Directors, for a term of one year and until the successor is
elected at the annual meeting of the Board of Directors and is
qualified.
17
AUDIT
COMMITTEE AND FINANCIAL EXPERT
We
do not
have an audit committee or an audit committee financial expert. Our corporate
financial affairs are simple at this stage of development and each financial
transaction can be viewed by any officer or Director at will. The policy of
having no committee will change if the constitution of one such becomes
necessary as a result of growth of the Company or as mandated by public
policy.
CODE
OF ETHICS
We
do not
currently have a Code of Ethics applicable to our principal executive, financial
and accounting officers; however, the Company plans to implement such a code
in
the first or second quarter of 2008.
POTENTIAL
CONFLICTS OF INTEREST
Since
we
do not have an audit or compensation committee comprised of independent
Directors, the functions that would have been performed by such committees
are
performed by our Board of Directors. Thus, there is a potential conflict of
interest in that our Directors have the authority to determine issues concerning
management compensation, in essence their own, and audit issues that may affect
management decisions. We are not aware of any other conflicts of interest with
any of our executives or Directors.
INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS
We
are
not aware of any material legal proceedings that have occurred within the past
five years concerning any Director, Director nominee, or control person which
involved a criminal conviction, a pending criminal proceeding, a pending or
concluded administrative or civil proceeding limiting one's participation in
the
securities or banking industries, or a finding of securities or commodities
law
violations.
EXECUTIVE
COMPENSATION
We
have
not paid, nor do we owe, any compensation to our executive officer. We have
not
paid any compensation to our officers since our inception.
We
have
no employment agreements with any of our executive officers or
employees.
SUMMARY
COMPENSATION
Since
our
incorporation on September 17, 2007, we have not paid any compensation to our
directors or officers in consideration for their services rendered to our
Company in their capacity as such. We have no employment agreements with any
of
our directors or executive officers. We have no pension, health, annuity, bonus,
insurance, stock options, profit sharing or similar benefit plans.
Since
our
incorporation on September 17, 2007, no stock options or stock appreciation
rights were granted to any of our directors or executive officers. We have
no
long-term equity incentive plans.
OUTSTANDING
EQUITY AWARDS
None
of
our directors or executive officers holds unexercised options, stock that has
not vested, or equity incentive plan awards.
COMPENSATION
OF DIRECTORS
Since
our
incorporation on September 17, 2007, no compensation has been paid to any of
our
directors in consideration for their services rendered in their capacity as
directors.
18
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Other
than the transactions discussed below, we have not entered into any transaction
nor are there any proposed transactions in which our Director, executive
officer, stockholders or any member of the immediate family of the foregoing
had
or is to have a direct or indirect material interest.
On
November 20, 2007, we issued 1,505,000 shares of our common stock to Mr. Aviram
Malik, our President and a director, for a cash payment of $150. We believe
this
issuance was deemed to be exempt under Regulation S of the Securities Act.
No
advertising or general solicitation was employed in offering the securities.
The
offering and sale were made only to a non-U.S. citizen, and transfer was
restricted by us in accordance with the requirements of the Securities Act
of
1933.
On
November 20, 2007, we issued 500,000 shares of our common stock to Mr. Gal
Ilivitzki, our Secretary and a director, for a cash payment of $50. We believe
this issuance was deemed to be exempt under Regulation S of the Securities
Act.
No advertising or general solicitation was employed in offering the securities.
The offering and sale were made only to a non-U.S. citizen, and transfer was
restricted by us in accordance with the requirements of the Securities Act
of
1933.
As
of
December 31, 2007, the Company owed to a director and a stockholder of the
Company $39,300 for a working capital loan received by the Company from
inception until December 31, 2007. There is no formal promissory note , the
loan
is unsecured, non-interest bearing, and has no terms for repayment.
DIRECTOR
INDEPENDENCE
We
are
not subject to listing requirements of any national securities exchange or
national securities association and, as a result, we are not at this time
required to have our board comprised of a majority of “independent
Directors.”
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(i)
The
following table sets forth certain information concerning the ownership of
the
Common Stock by (a) each person who, to the best of our knowledge, beneficially
owned on that date more than 5% of our outstanding common stock, (b) each of
our
Directors and executive officers and (c) all current Directors and executive
officers as a group. The following table is based upon an aggregate of 7,000,000
shares of our common stock outstanding as of January 28, 2008.
All
stockholders, and / or Directors and / or executive officers as a
group
(two
persons)
7,000,000
100
%
(1)
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC") and generally includes voting
or
investment power with respect to securities. In accordance with SEC rules,
shares of common stock issuable upon the exercise of options or warrants which
are currently exercisable or which become exercisable within 60 days following
the date of the information in this table are deemed to be beneficially owned
by, and outstanding with respect to, the holder of such option or warrant.
Except as indicated by footnote, and subject to community property laws where
applicable, to our knowledge, each person listed is believed to have sole voting
and investment power with respect to all shares of common stock owned by such
person.
(2)
Aviram Malik, our President and a director, is the beneficiary of Diversify
Investment Group, Ltd.
19
LEGAL
PROCEEDINGS
There
are
no pending legal proceedings to which the Company or any director, officer
or
affiliate of the Company, any owner of record or beneficial holder of more
than
5% of any class of voting securities of the Company, or security holder is
a
party that is adverse to the Company. The Company’s property is not the subject
of any pending legal proceedings.
DESCRIPTION
OF SECURITIES
The
following description of our capital stock is a summary and is qualified in
its
entirety by the provisions of our Articles of Incorporation, with amendments,
all of which have been filed as exhibits to our registration statement of which
this prospectus is a part.
OUR
COMMON STOCK
We
are
authorized to issue 200,000,000 shares of our Common Stock, $0.0001 par value,
of which, as of Janury 28, 2008, 7,000,000 shares are issued and outstanding.
Holders of shares of common stock are entitled to one vote for each share on
all
matters to be voted on by the stockholders. Holders of common stock do not
have
cumulative voting rights. Holders of common stock are entitled to share ratably
in dividends, if any, as may be declared from time to time by the Board of
Directors in its discretion from funds legally available therefore. In the
event
of our liquidation, dissolution, or winding up, the holders of common stock
are
entitled to share pro rata all assets remaining after payment in full of all
liabilities. All of the outstanding shares of common stock are fully paid and
non-assessable. Holders of common stock have no preemptive rights to purchase
our common stock. There are no conversion or redemption rights or sinking fund
provisions with respect to the common stock.
OUR
PREFERRED STOCK
We
are not authorized to issue shares of preferred stock.
We
are
offering for sale a maximum of 3,000,000 shares of our common stock in a
self-underwritten offering directly to the public at a price of $0.03 per share.
There is no minimum amount of shares that we must sell in our direct offering,
and therefore no minimum amount of proceeds will be raised. No arrangements
have
been made to place funds into escrow or any similar account. Upon receipt,
offering proceeds will be deposited into our operating account and used to
conduct our business and operations. We are offering the shares without any
underwriting discounts or commissions. The purchase price is $0.03 per share.
If
all 3,000,000 shares are not sold within 180 days from the date hereof, (which
may be extended an additional 90 days in our sole discretion), the offering
for
the balance of the shares will terminate and no further shares will be
sold.
Our
offering price of $0.03 per share was arbitrarily decided upon by our management
and is not based upon earnings or operating history, does not reflect our actual
value, and bears no relation to our earnings, assets, book value, net worth,
or
any other recognized criteria of value. No independent investment banking firm
has been retained to assist in determining the offering price for the shares.
Such offering price was not based on the price of the issuance to our founders.
Accordingly, the offering price should not be regarded as an indication of
any
future price of our stock.
20
We
anticipate applying for trading of our common stock on the over-the-counter
(OTC) Bulletin Board upon the effectiveness of the registration statement of
which this prospectus forms a part. To have our securities quoted on the OTC
Bulletin Board we must: (1) be a company that reports its current financial
information to the Securities and Exchange Commission, banking regulators or
insurance regulators; and (2) has at least one market maker who completes and
files a Form 211 with FINRA Regulation, Inc. The OTC Bulletin Board differs
substantially from national and regional stock exchanges because it (1) operates
through communication of bids, offers and confirmations between broker-dealers,
rather than one centralized market or exchange; and, (2) securities admitted
to
quotation are offered by one or more broker-dealers rather than "specialists"
which operate in stock exchanges. We have not yet engaged a market maker to
assist us to apply for quotation on the OTC Bulletin Board and we are not able
to determine the length of time that such application process will take. Such
time frame is dependent on comments we receive, if any, from the FINRA regarding
our Form 211 application.
There
is
currently no market for our shares of common stock. There can be no assurance
that a market for our common stock will be established or that, if established,
such market will be sustained. Therefore, purchasers of our shares registered
hereunder may be unable to sell their securities, because there may not be
a
public market for our securities. As a result, you may find it more difficult
to
dispose of, or obtain accurate quotes of our common stock. Any purchaser of
our
securities should be in a financial position to bear the risks of losing their
entire investment.
We
intend
to sell the shares in this offering through Mr. Gal Ilivitzki, and/or Mr. Aviram
Malik who are officers of the Company. They will receive no commission from
the
sale of any shares. They will not register as a broker-dealer under section
15
of the Securities Exchange Act of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1
sets forth those conditions under which a person associated with an issuer
may
participate in the offering of the issuer's securities and not be deemed to
be a
broker/dealer. The conditions are that:
1.
The
person is not statutorily disqualified, as that term is defined in Section
3(a)(39) of the Act, at the time of his participation; and,
2.
The
person is not compensated in connection with his participation by the payment
of
commissions or other remuneration based either directly or indirectly on
transactions in securities;
3.
The
person is not at the time of their participation, an associated person of a
broker/dealer; and,
4.
The
person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the
Exchange Act, in that he (A) primarily performs, or is intended primarily to
perform at the end of the offering, substantial duties for or on behalf of
the
Issuer otherwise than in connection with transactions in securities; and (B)
is
not a broker or dealer, or an associated person of a broker or dealer, within
the preceding twelve (12) months; and (C) do not participate in selling and
offering of securities for any Issuer more than once every twelve (12) months
other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Neither
Gal Ilivitzki nor Aviram Malik are not statutorily disqualified, is not being
compensated, and is not associated with a broker/dealer. He is and will continue
to be one of our officers at the end of the offering and has not been during
the
last twelve months and is currently not a broker/dealer or associated with
a
broker/dealer. He has not during the last twelve months and will not in the
next
twelve months offer or sell securities for another corporation.
We
will
not utilize the Internet to advertise our offering.
OFFERING
PERIOD AND EXPIRATION DATE
This
offering will start on the date of this registration statement is declared
effective by the SEC and continue for a period of 180 days. We may extend the
offering period for an additional 90 days, or unless the offering is completed
or otherwise terminated by us. We will not accept any money until this
registration statement is declared effective by the SEC.
PROCEDURES
FOR SUBSCRIBING
We
will
not accept any money until this registration statement is declared effective
by
the SEC. Once the registration statement is declared effective by the SEC,
if
you decide to subscribe for any shares in this offering, you must:
21
1.
execute and deliver a subscription agreement
2.
deliver a check or certified funds to us for acceptance or
rejection.
All
checks for subscriptions must be made payable to " 1
Lane Technologies Corp
."
RIGHT
TO REJECT SUBSCRIPTIONS
We
have
the right to accept or reject subscriptions in whole or in part, for any reason
or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or
deductions.
UNDERWRITERS
We
have
no underwriter and do not intend to have one. In the event that we sell or
intend to sell by means of any arrangement with an underwriter, then we will
file a post-effective amendment to this SB-2 to accurately reflect the changes
to us and our financial affairs and any new risk factors, and in particular
to
disclose such material relevant to this Plan of Distribution.
REGULATION
M
We
are
subject to Regulation M of the Securities Exchange Act of 1934. Regulation
M
governs activities of underwriters, issuers, selling security holders, and
others in connection with offerings of securities. Regulation M prohibits
distribution participants and their affiliated purchasers from bidding for
purchasing or attempting to induce any person to bid for or purchase the
securities being distribute.
SECTION
15(G) OF THE EXCHANGE ACT
Our
shares are covered by Section 15(g) of the Securities Exchange Act of 1934,
as
amended, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose
additional sales practice requirements on broker/dealers who sell our securities
to persons other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouses).
Rule
15g-1 exempts a number of specific transactions from the scope of the penny
stock rules.
Rule
15g-2 declares unlawful broker/dealer transactions in penny stocks unless the
broker/dealer has first provided to the customer a standardized disclosure
document.
Rule
15g-3 provides that it is unlawful for a broker/dealer to engage in a penny
stock transaction unless the broker/dealer first discloses and subsequently
confirms to the customer current quotation prices or similar market information
concerning the penny stock in question.
Rule
15g-4 prohibits broker/dealers from completing penny stock transactions for
a
customer unless the broker/dealer first discloses to the customer the amount
of
compensation or other remuneration received as a result of the penny stock
transaction.
Rule
15g-5 requires that a broker/dealer executing a penny stock transaction, other
than one exempt under Rule 15g-1, disclose to its customer, at the time of
or
prior to the transaction, information about the sales persons
compensation.
Rule
15g-6 requires broker/dealers selling penny stocks to provide their customers
with monthly account statements.
Rule
15g-9 requires broker/dealers to approved the transaction for the customer's
account; obtain a written agreement from the customer setting forth the identity
and quantity of the stock being purchased; obtain from the customer information
regarding his investment experience; make a determination that the investment
is
suitable for the investor; deliver to the customer a written statement for
the
basis for the suitability determination; notify the customer of his rights
and
remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll
free telephone number and the central number of the North American
Administrators Association, for information on the disciplinary history of
broker/dealers and their associated persons.
22
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL
DISCLOSURE
Alan
Weinberg CPA. is our registered independent auditor. There have not been any
changes in or disagreements with our auditors on accounting and financial
disclosure or any other matter.
INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our
Certificate of Incorporation, as amended, provides to the fullest extent
permitted by Delaware law, our Directors, or officers shall not be personally
liable to us or our stockholders for damages for breach of such Director's
or
officer's fiduciary duty. The effect of this provision of our Articles of
Incorporation, as amended, is to eliminate our right and our stockholders
(through stockholders' derivative suits on behalf of our Company) to recover
damages against a Director or officer for breach of the fiduciary duty of care
as a Director or officer (including breaches resulting from negligent or grossly
negligent behavior), except under certain situations defined by statute. We
believe that the indemnification provisions in our Certificate of Incorporation,
as amended, are necessary to attract and retain qualified persons as Directors
and officers.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to Directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a Director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such
Director, officer, or controlling person in connection with the securities
being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
LEGAL
MATTERS
The
legal
opinion rendered by David Lubin and Associates PLLC regarding the common stock
of 1 Lane Technologies Corp. registered on Form SB-2 is as set forth in their
opinion letter included in this prospectus.
EXPERTS
Our
financial statements as of December 31, 2007, and for the period then ended
and
cumulative from inception (September 17, 2007), appearing in this prospectus
and
registration statement have been audited by Alan Weinberg CPA, an independent
registered Public Accounting Firm, as set forth on their report thereon
appearing elsewhere in this prospectus, and are included in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
INTEREST
OF NAMED EXPERTS AND COUNSEL
No
expert
or counsel named in this prospectus as having prepared or certified any part
of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis or had,
or
is to receive, in connection with the offering, a substantial interest, directly
or indirectly, in the Registrant or any of its parents or subsidiaries. Nor
was
any such person connected with the Registrant or any of its parents,
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
Director, officer, or employee.
23
AVAILABLE
INFORMATION
We
have
filed a registration statement on Form SB-2 under the Securities Act of 1933,
as
amended, relating to the shares of common stock being offered by this
prospectus, and reference is made to such registration statement. This
prospectus constitutes the prospectus of 1 Lane Technologies Corp. filed as
part
of the registration statement, and it does not contain all information in the
registration statement, as certain portions have been omitted in accordance
with
the rules and regulations of the Securities and Exchange
Commission.
We
are
subject to the informational requirements of the Securities Exchange Act of
1934
which requires us to file reports, proxy statements and other information with
the Securities and Exchange Commission. Such reports, proxy statements and
other
information may be inspected at public reference facilities of the SEC at 100
F
Street N.E., Washington D.C. 20549. Copies of such material can be obtained
from
the Public Reference Section of the SEC at 100 F Street N.E., Washington, D.C.
20549 at prescribed rates. Because we file documents electronically with the
SEC, you may also obtain this information by visiting the SEC's Internet website
at http://www.sec.gov.
We
furnish our stockholders with annual reports containing audited financial
statements.
We
have
audited the accompanying balance sheet of 1 Lane technologies Corp. (a Delaware
corporation in the development stage) as of December 31, 2007, and the related
statements of operations, stockholders’ (deficit), and cash flows for period
ended December 31, 2007, and from inception (September 17, 2007) through
December 31, 2007. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is
not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures
that
are appropriate in the circumstances, but not for the purpose of expressing
an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides
a
reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of 1 Lane technologies Corp. as of
December 31, 2007, and the results of its operations and its cash flows for
the
period ended December 31, 2007, and from inception (September 17, 2007) through
December 31, 2007, in conformity with accounting principles generally accepted
in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company is in the development stage, and has not established
any
source of revenue to cover its operating costs. As such, it has incurred an
operating loss since inception. Further, as of December 31, 2007, the cash
resources of the Company were insufficient to meet its planned business
objectives. These and other factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plan regarding these
matters is also described in Note 2 to the financial statements. The financial
statements do not include any adjustments that might result from the outcome
of
this uncertainty.
1
Lane
technologies Corp. (“1 Lane technologies” or the “Company”) is a Delaware
corporation in the development stage and has not commenced operations. The
Company was incorporated under the laws of the State of Delaware on September17, 2007. The business plan of the Company is to develop a commercial
application of the design in a patent pending of a “Security system for mobile
vehicles, trucks and shipping containers ” which is a device intended to provide
security for mobile entities. The Company also intends to enhance the existing
prototype, obtain approval of its patent application, and manufacture and
market
the product and/or seek third party entities interested in licensing the
rights
to manufacture and market the device. The accompanying financial statements
of 1
Lane technologies were prepared from the accounts of the Company under the
accrual basis of accounting.
The
Company has commenced a capital formation activity to submit a Registration
Statement on Form SB-2 to the Securities and Exchange Commissions (“SEC”) to
register and sell in a self-directed offering 3,000,000 shares of newly issued
common stock at an offering price of $0.03 for proceeds of up to $90,000.
As of
January 15, 2007, the Company was continuing with the preparation of its
registration document, and had not yet filed it with the SEC.
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.
Loss
per Common Share
Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period. Fully diluted loss per share is computed similar
to basic loss per share except that the denominator is increased to include
the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares
were
dilutive. There were no dilutive financial instruments issued or outstanding
for
the period ended December 31, 2007.
The
Company accounts for income taxes pursuant to SFAS No. 109, Accounting
for Income Taxes
(“SFAS
109”). Under SFAS 109, deferred tax assets and liabilities are determined based
on temporary differences between the bases of certain assets and liabilities
for
income tax and financial reporting purposes. The deferred tax assets and
liabilities are classified according to the financial statement classification
of the assets and liabilities generating the differences.
The
Company maintains a valuation allowance with respect to deferred tax assets.
The
Company establishes a valuation allowance based upon the potential likelihood
of
realizing the deferred tax asset and taking into consideration the Company’s
financial position and results of operations for the current period. Future
realization of the deferred tax benefit depends on the existence of sufficient
taxable income within the carryforward period under the Federal tax
laws.
Changes
in circumstances, such as the Company generating taxable income, could cause
a
change in judgment about the realizability of the related deferred tax asset.
Any change in the valuation allowance will be included in income in the year
of
the change in estimate.
Fair
Value of Financial Instruments
The
Company estimates the fair value of financial instruments using the available
market information and valuation methods. Considerable judgment is required
in
estimating fair value. Accordingly, the estimates of fair value may not be
indicative of the amounts the Company could realize in a current market
exchange. As of December 31, 2007, 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.
The
Company evaluates the recoverability of long-lived assets and the related
estimated remaining lives when events or circumstances lead management to
believe that the carrying value of an asset may not be recoverable. For the
period ended December 31, 2007, no events or circumstances occurred for which
an
evaluation of the recoverability of long-lived assets was required.
Common
Stock Registration Expenses
The
Company considers incremental costs and expenses related to the registration
of
equity securities with the SEC, whether by contractual arrangement as of
a
certain date or by demand, to be unrelated to original issuance transactions.
As
such, subsequent registration costs and expenses are expensed as
incurred.
Estimates
The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States. The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets
and
liabilities as of December 31, 2007, and expenses for the period ended December31, 2007, and cumulative from inception. Actual results could differ from
those
estimates made by management.
Fiscal
Year End
The
Company has adopted a fiscal year end of December 31.
(2)Development
Stage Activities and Going Concern
The
Company is currently in the development stage, and has no operations. The
business plan of the Company is to develop a commercial application of the
design in a patent pending of a “Method and apparatus for battery testing and
measuring” which is a device intended to provide battery testing and measuring.
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.
In
November 2007, the Company entered into an Invention Assignment Agreement
with
Eliezer Sheffer, the inventor, whereby the Company acquired from Eliezer
Sheffer
all of the right, title and interest in the Invention known as the “Security
system for mobile vehicles, trucks and shipping containers” for consideration of
$60,000. The Invention is the subject of United States Patent Application
11/720,518 which was filed with the United States Patent and Trademark Office
on
May 31, 2007. Currently, the Patent Application is pending.
The
Company has also commenced a capital formation activity to submit a Registration
Statement on Form SB-2 to the SEC to register and sell in a self-directed
offering 3,000,000 shares of newly issued common stock at an offering price
of
$0.03 per share for proceeds of up to $90,000. As of January 15, 2007, the
Company was continuing with the preparation of its registration document,
and
had not yet filed it with the SEC.
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America,
which
contemplate continuation of the Company as a going concern. The Company has
not
established any source of revenue to cover its operating costs, and as such,
has
incurred an operating loss since inception. Further, as of December 31, 2007,
the cash resources of the Company were insufficient to meet its current business
plan, and the Company had negative working capital. These and other factors
raise substantial doubt about the Company’s ability to continue as a going
concern. The accompanying financial statements do not include any adjustments
to
reflect the possible future effects on the recoverability and classification
of
assets or the amounts and classification of liabilities that may result from
the
possible inability of the Company to continue as a going concern.
(3)Patent
Pending
In
November 2007, the Company entered into an Invention Assignment Agreement
with
Eliezer Sheffer, the inventor, whereby the Company acquired from Eliezer
Sheffer
all of the right, title and interest in the Invention known as the “Security
system for mobile vehicles, trucks and shipping containers” for consideration of
$60,000. Under the terms of the Assignment Agreement, the Company was assigned
rights to the Invention free of any liens, claims, royalties, licenses, security
interests or other encumbrances. The inventor of the Invention is not an
officer
or director of the Company, or an investor or promoter of such. The Invention
is
the subject of United States Patent Application 11/720,518 which was filed
with
the United States Patent and Trademark Office on May 31, 2007. Currently,
the
Patent Application is pending. The historical cost of obtaining the Invention
and filing for the patent has been capitalized by the Company, and amounted
to
$60,000 as of December 31, 2007. If the Patent is granted to the Company,
the
historical cost of the Patent will be amortized over its useful life, which
is
estimated to be 17 years.
(4)Loans
from Related Parties - Directors and Stockholders
As
of
December 31, 2007, loans from related parties - Directors and stockholders
amounted to $39,300, and represented working capital advances from Directors
who
are also stockholders of the Company. The loans are unsecured, non-interest
bearing, and due on demand.
On
November 13, 2007, the Company issued 7,000,000 shares 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 has commenced a capital formation activity to submit a Registration
Statement on Form SB-2 to the SEC to register and sell in a self-directed
offering 3,000,000 shares of newly issued common stock at an offering price
of
$0.03 per share for proceeds of up to $90,000. As of December 31, 2007, the
Company had incurred $20,000 of deferred offering costs related to this capital
formation activity.
(6)Income
Taxes
The
provision (benefit) for income taxes for the period ended December 31, 2007,
was
as follows (assuming a 23% effective tax rate):
2007
Current
Tax Provision:
Federal
and state-
Taxable
income
$
-
Total
current tax provision
$
-
Deferred
Tax Provision:
Federal
and state-
Loss
carryforwards
$
1,177
Change
in valuation allowance
(1,177
)
Total
deferred tax provision
$
-
The
Company had deferred income tax assets as of December 31, 2007, as
follows:
2007
Loss
carryforwards
$
1,177
Less
- Valuation allowance
(1,177
)
Total
net deferred tax assets
$
-
The
Company provided a valuation allowance equal to the deferred income tax assets
for the period ended December 31, 2007, because it is not presently known
whether future taxable income will be sufficient to utilize the loss
carryforwards.
As
of
December 31, 2007, the Company had approximately $5,118 in tax loss
carryforwards that can be utilized in future periods to reduce taxable income,
and expire in the year 2027.
(7)Related
Party Transactions
On
November 20, 2007, we subscribed 1,505,000 shares of our common stock to
Mr.
Aviram Malik, our President and Director, for a cash payment of
$150.
On
November 20, 2007, we subscribed 500,000 shares of our common stock to Mr.
Gal
Ilivitzki, our Secretary and Director, for a cash payment of $50.
As
described in Note 4, as of December 31, 2007, the Company owed $39,300
Directors, officers, and principal stockholders of the Company for working
capital loans.
(8)Commitments
As
described in Notes 1, 2 and 5, as of December 31, 2007, the Company had
commenced a capital formation activity to submit a Registration Statement
on
Form SB-2 to the SEC. In connection with this capital formation activity,
the
Company is committed to pay legal and accounting fees amounting to approximately
$20,000.
(9)Recent
Accounting Pronouncements
In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair
Value Measurement
s
.”
This
statement defines fair value, establishes a framework for measuring fair
value
in generally accepted accounting principles, and expands disclosure about
fair
value measurements. This statement applies under other accounting pronouncements
that require or permit fair value measurement, the FASB having previously
concluded in those accounting pronouncement that fair value is the relevant
measurement attribute. This statement does not require any new fair value
measurements. However, for some entities, the application of the statement
will
change current practice. This statement is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. The management of the Company does not expect
the
adoption of this pronouncement to have a material impact on its financial
statements.
In
September 2006, the FASB issued SFAS No. 158, “Employers’
Accounting for Defined Benefit Pension and Other Postretirement Plans - An
Amendment of FASB Statements No. 87, 88, 106 and 132(R)
.
”
This
statement improves financial reporting by requiring an employer to recognize
the
overfunded or underfunded status of a defined benefit postretirement plan
(other
than a multi-employer plan) as an asset or liability in its statement of
financial position and to recognize changes in that funded status in the
year in
which the changes occur through comprehensive income of a business entity
or
changes in unrestricted net assets of a not-for-profit organization. This
statement also improves financial reporting by requiring an employer to measure
the funded status of a plan as of the date of its year-end statement of
financial position, with limited exceptions. The requirement to measure plan
assets and benefit obligations as of the date of the employer’s fiscal year-end
statement of financial position is effective for fiscal years ending after
December 15, 2008. The management of the Company does not expect the adoption
of
this pronouncement to have a material impact on its financial statements.
In
February 2007, the FASB issued SFAS No. 159, “The
Fair Value Option for Financial Assets and Financial Liabilities - Including
an
Amendment of FASB Statement No. 115,”
which
permits entities to choose to measure many financial instruments and certain
other items at fair value that are not currently required to be measured
at fair
value. An entity would report unrealized gains and losses on items for which
the
fair value option has been elected in earnings at each subsequent reporting
date. The objective is to improve financial reporting by providing entities
with
the opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex
hedge
accounting provisions. The decision about whether to elect the fair value
option
is applied instrument by instrument, with a few exceptions; the decision
is
irrevocable; and it is applied only to entire instruments and not to portions
of
instruments. SFAS No. 159 requires disclosures that facilitate comparisons
(a)
between entities that choose different measurement attributes for similar
assets and liabilities and (b) between assets and liabilities in the financial
statements of an entity that selects different measurement attributes for
similar assets and liabilities. SFAS No. 159 is effective for financial
statements issued for fiscal years beginning after November 15, 2007. Early
adoption is permitted as of the beginning of a fiscal year provided the entity
also elects to apply the provisions of SFAS No. 157. Upon implementation,
an
entity shall report the effect of the first re-measurement to fair value
as a
cumulative-effect adjustment to the opening balance of retained earnings.
Since
the provisions of SFAS No. 159 are applied prospectively, any potential impact
will depend on the instruments selected for fair value measurement at the
time
of implementation. The management of the Company does not expect the adoption
of
this pronouncement to have a material impact on its financial
statements.
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling
Interests in Consolidated Financial Statements - An Amendment of ARB No.
51,”
which
establishes accounting and reporting standards to improve the relevance,
comparability, and transparency of financial information in its consolidated
financial statements. This is accomplished by requiring all entities, except
not-for-profit organizations, that prepare consolidated financial statements
to
(a) clearly identify, label, and present ownership interests in subsidiaries
held by parties other than the parent in the consolidated statement of financial
position within equity, but separate from the parent’s equity, (b) clearly
identify and present both the parent’s and the noncontrolling’s interest
attributable consolidated net income on the face of the consolidated statement
of income, (c) consistently account for changes in parent’s ownership interest
while the parent retains it controlling financial interest in subsidiary
and for
all transactions that are economically similar to be accounted for similarly,
(d) measure of any gain, loss or retained noncontrolling equity at fair value
after a subsidiary is deconsolidated, and (e) provide sufficient disclosures
that clearly identify and distinguish between the interests of the parent
and
the interests of the noncontrolling owners. This Statement also clarifies
that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. SFAS No. 160 is effective for fiscal years, and interim
periods on or after December 15, 2008. The management of the Company does
not
expect the adoption of this pronouncement to have a material impact on its
financial statements.
