UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2015
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to _____
Commission file number: 333-194492
ADAMAS VENTURES, INC.
(Exact name of Registrant as specified
in its charter)
Nevada
(State or other jurisdiction of incorporation
or organization)
N/A
(I.R.S. Employer Identification No.)
Room 1403, No. 408 Jie Fang Zhong
Road
Guangzhou, Guangdong, PR China, 510030
(Address of principal executive offices,
including zip code)
86-2028-8808
(Registrant's telephone number, including
area code)
Indicate by
check mark if
the registrant is
a well-known seasoned
issuer, as defined
in Rule 405
of the Securities
Act.
Yes o No x
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act:
Yes o No x
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X] YES [ ] NO
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.045 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).
[ ] YES [ X] NO
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions
of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act.
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer (Do not check if
a smaller reporting company) [ ]
Smaller reporting company [X]
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act.
[X]YES [ ]NO
Indicate the number of shares outstanding
of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock |
|
Outstanding
Shares at January 31, 2015 |
Common stock, par value $0.0001 per share |
|
20,000,000 |
|
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ADAMAS VENTURES, INC.
FORM 10-K
For the Fiscal Year ended January 31,
2015
Table of Contents
Part I
Item 1. Description of Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Description of Property
Item 3. Legal Proceedings
Item 4. Submission of Matters to a vote of Security Holders
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters and
Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and the Results of
Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Management's Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Part III
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section
16(a) of the Exchange Act
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Exhibits and Financial Statements Schedules
Item 14. Principal Accountants Fees and Services
Signatures
2
FORWARD LOOKING STATEMENTS
CERTAIN STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K, OR
THE "REPORT," ARE "FORWARD-LOOKING STATEMENTS." THESE FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT
LIMITED TO, STATEMENTS ABOUT THE PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS OF ADAMAS VENTURES, INC., A NEVADA CORPORATION
AND OTHER STATEMENTS CONTAINED IN THIS REPORT THAT ARE NOT HISTORICAL FACTS. FORWARD-LOOKING STATEMENTS IN THIS REPORT OR HEREAFTER
INCLUDED IN OTHER PUBLICLY AVAILABLE DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE "COMMISSION,"
REPORTS TO OUR SHAREHOLDERS AND OTHER PUBLICLY AVAILABLE STATEMENTS ISSUED OR RELEASED BY US INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
AND OTHER FACTORS WHICH COULD CAUSE OUR ACTUAL RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS TO DIFFER FROM THE
FUTURE RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH
FUTURE RESULTS ARE BASED UPON MANAGEMENT'S BEST ESTIMATES BASED UPON CURRENT CONDITIONS AND THE MOST RECENT RESULTS OF OPERATIONS.
WHEN USED IN THIS REPORT, THE WORDS "EXPECT," "ANTICIPATE," "INTEND," "PLAN," "BELIEVE,"
"SEEK," "ESTIMATE" AND SIMILAR EXPRESSIONS ARE GENERALLY INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, BECAUSE
THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. THERE ARE IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS, INCLUDING OUR PLANS, OBJECTIVES, EXPECTATIONS
AND INTENTIONS AND OTHER FACTORS.
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PART
I
Item
1. Business.
General
Adamas Ventures, Inc. was incorporated in the State of Nevada
on January 31, 2014 and established a fiscal year end of January 31. We do not have revenues, have minimal assets and have incurred
losses since Inception. We are a development stage company formed to commence operations in the distribution of baby products.
We have developed our business plan, but have not yet commenced our proposed operations. We maintain our statutory registered agent's
office at 711 S Carson Street, Suite 6, Carson City, Nevada, USA, 89701. Our business office is located at Room 1403, No. 408 Jie
Fang Zhong Road, Guangzhou, Guangdong, PR China, 510030. Our telephone number is 86-2028-8808 and our fax number is 86-8333-2588.
We plan to market and distribute an assortment of baby products
in the Central and South American market. Our products will be offered at prices marked-up from 10% to 15% of our cost which is
the range of discounted prices we will purchase our products from the manufacturer. Our customers will be asked to pay us 100%
in advance.
We plan to fill placed orders and to supply the products
within a period of forty days or less following receipt of any written order. We do not intend to offer any credit terms relating
to order payments. Our customers will be asked to pay us 100% in advance. Customers will have two options to pay for products:
by wire transfer or by sending a check/money order. If the customer decides to pay by check/money order, then we will apply a certain
amount of days before shipping in order to have the check/money order cleared. Customers will be responsible to cover the shipping
costs. Since we anticipate having a thirty-day period to process/fill orders, we do not plan to purchase inventory in advance,
but rather on a per request basis. We do not intend to store inventory for any period of time. The orders will be shipped to the
customers upon their requests. Customers will be responsible for the custom duties, taxes, insurance or any other additional charges
that may incur.
Product
We plan to distribute baby products such as cribs, strollers,
clothing, shoes, bottles, bibs, blankets, and toys. Some of our baby products will be designed as part of a series (made and designed
in the same color-scheme and style).
Sales and Marketing Strategy
We first intend to distribute our products in Panama.
We intend to enter into agreements with numerous baby product distributors and the distributors will
market and sell the products to their retail clients.
We also plan to offer our product to larger department stores
that have a high volume of customer traffic. Our competitive advantage is that we offer a high quality product, while maintaining
reasonable prices. We believe that we will be successful in selling high quality products at reasonable prices because manufactures
in Panama sell their products through a network of specialized intermediary distribution
companies rather than themselves. We plan to buy the product directly from the manufacturer at discounted prices.
To begin with, our sole officer and director, Jinshan Dai
will market our products. If we sell at least 50% of the shares in this offering, we intend to hire one salesperson with
good knowledge and connections in the sanitary ware distribution and construction industry to introduce our product. The salesperson’s
job would be to find new potential purchasers, and to set up agreements with them to buy our ceramic sanitary ware. We intend to
focus on direct marketing efforts whereby our representative will directly contact:
| · | distributors that are responsible for marketing and selling baby products
to children’s stores; |
| · | suppliers of baby products; and |
| · | retail outlets such as children’s specialty stores and department
stores. |
These distributors, suppliers and retailers will be asked
to sell our products to consumers. We will provide them with the baby products at wholesale prices. Our profit margin in
these prices will be 10-20%. Our customers will then sell them to consumers at retail prices, which are typically 25%-30% higher
than wholesale prices.
Competition
There are many barriers of entry in the baby product market
and the level of competition is extremely high. Examples of barriers of entry in this market
include: brand loyalty, aggressive lower pricing tactics, and economies of scale. Many of our established competitors have developed
a brand following which would make our potential customers prefer their baby products to ours. Aggressive lower pricing tactics
implemented by our competitors would make it difficult for us to enter and compete in this market. Economies of scale make it easier
for our larger established competitors to negotiate price discounts with their suppliers of baby products, which would leave us
at a disadvantage. The principal competitive factors in our industry are pricing and the quality of our products. We will
be in a market where we will be in direct competition with many domestic and international companies offering similar products.
Many large companies will be able to provide more favorable services to the potential customers. Many of these companies may have
a greater and more established customer base than us. We will likely lose business to such companies. Also, many of these companies
will be able to afford to offer better prices for similar products than us, which may also cause us to lose business. We also foresee
to continue to face challenges from new market entrants. We may be unable to continue to compete effectively with these existing
or new competitors, which could have a material adverse effect on our financial condition and results of operations.
Adamas Ventures, Inc. has not yet entered the market and
has no market penetration to date. Once we enter the market, we will be one of many participants in the business of distributing
baby products. Many established and well-financed entities are currently active in the business of distributing such products.
Nearly all of Adamas Ventures, Inc.'s competitors have significantly greater financial resources, technical expertise, and managerial
capabilities than Adamas Ventures, Inc. We are, consequently, at a competitive disadvantage in the market. Therefore, Adamas Ventures,
Inc. may not be able to establish itself within the industry at all.
Insurance
We do not maintain any insurance and do not intend to maintain
insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not
have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to suspend
or cease operations.
Employees
We are a development stage company and currently have no
employees, other than our sole officer and director, Jinshan Dai.
Offices
Our business office is located at Room 1403, No. 408 Jie
Fang Zhong Road, Guangzhou, Guangdong, PR China, 510030. This office is provided by Jinshan Dai, our President and sole Director.
Our phone number is 86-2028-8808 and our fax number is 86-8333-2588. We do not pay any rent to Mr. Dai and there is no agreement
to pay any rent in the future.
Government Regulation
We will be required to comply with all regulations, rules
and directives of governmental authorities and agencies applicable to import and export of baby products and the operation of any
facility in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on
the way we conduct our business. We do not need to receive any government approvals necessary to conduct our business; however
we will have to comply with all applicable import and export regulations.
Item 1A.
Risk Factors.
In addition to the other information in this report
and our other filings with the SEC, you should carefully consider the risks described below. These risks are not the only ones
facing us. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also
impair our business operations. If any of the following risks occur, our business, financial condition or operating results could
be materially and adversely affected.
Risks
associated with Our Business:
WE ARE SOLELY DEPENDENT UPON THE FUNDS RAISED IN THIS
OFFERING TO CONDUCT OUR BUSINESS, THE PROCEEDS OF WHICH MAY BE INSUFFICIENT TO ACHIEVE REVENUES AND PROFITABLE OPERATIONS. WE MAY
NEED TO OBTAIN ADDITIONAL FINANCING WHICH MAY NOT BE AVAILABLE.
Our current operating funds are less than what is necessary
to complete our intended operations in the distribution of baby products. We need the proceeds from this offering to continue
our operations as described in the “Plan of Operation” section of this prospectus. As of January 31, 2015, we
had cash in the amount of $2,285 and zero liabilities. As of this date, we have no income and only recently began our operation.
The proceeds of this offering may not be sufficient for us to achieve revenues and profitable operations. We may need additional
funds to achieve a sustainable level of sale where ongoing operations can be funded from revenues. There is no assurance that any
additional financing will be available or if available, on terms that will be acceptable to us.
WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE COMMENCED
LIMITED OPERATIONS IN OUR BUSINESS. WE EXPECT TO INCUR SIGNIFICANT OPERATING LOSSES IN THE FORESEEABLE FUTURE.
We were incorporated on January 31, 2014 and to date have
been involved primarily in organizational activities and have commenced only limited business operations. Accordingly, we have
no way to evaluate the likelihood that our business will be successful. Potential investors should be aware of the difficulties
typically encountered by new companies and the high rate of failure of such enterprises. The likelihood of success must be
considered after evaluating the potential problems, expenses, difficulties, complications and delays we may encounter in relation
to the operations that we plan to undertake. These potential problems may include, but are not limited to, unanticipated issues
relating to the ability to generate sufficient cash flow to operate our business and additional costs and expenses that may exceed
current estimates. We anticipate that we will incur increased operating expenses without realizing any revenues. We expect
to incur significant losses into the foreseeable future. We recognize that if the effectiveness of our business plan is not
forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as
to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve
profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.
WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN
OUR OPERATIONS IS DEPENDENT ON OUR ABILITY TO RAISE FINANCING. OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANT HAS EXPRESSED
SUBSTANTIAL DOUBT REGARDING OUR ABILITY TO CONTINUE AS A GOING CONCERN.
We have accrued net losses of $7,715 for the period since
our Inception to January 31, 2015 and have no revenues as of this date. Our future is dependent upon our ability to obtain financing
and upon future profitable operations in the distribution of baby products. Furthermore, the finances required to fully develop
our plan cannot be predicted with any certainty and may exceed any estimates we set forth. These factors raise substantial doubt
that we will be able to continue as a going concern. Hillary CPA Group, our independent registered public accounting firm, has
expressed substantial doubt regarding our ability to continue as a going concern. This opinion could materially impede our ability
to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when required,
we will not be able to implement our business plan. As a result we may have to liquidate our business and you may lose your investment.
You should consider our independent registered public accountant’s comments when determining if an investment in Adamas Ventures,
Inc. is suitable for you.
We require minimum funding of approximately $30,000 to conduct our proposed operations for a period of one year. If we unable to
raise this amount, or if we experience a shortage of funds prior to funding, we may utilize funds from Jinshan Dai, our sole officer
and director, who has informally agreed to advance funds to allow us to pay for professional fees, including fees payable in connection
with the filing of this registration statement and related operation expenses. However, Mr. Dai has no formal commitment, arrangement
or legal obligation to advance or loan funds to the Company. After one year we may need additional financing. If we do not generate
any revenue we may need a minimum of $10,000 of additional funding to pay for ongoing SEC filing requirements. We do not currently
have any arrangements for additional financing.
If we are successful in raising the funds from this offering, we plan to commence activities to continue our operations. We cannot
provide investors with any assurance that we will be able to raise sufficient funds to continue operations according to our business
plan.
WE FACE STRONG COMPETITION FROM LARGER AND WELL ESTABLISHED COMPANIES, WHICH COULD HARM OUR BUSINESS AND ABILITY TO OPERATE
PROFITABLY.
Our industry is very competitive as there are many different distributors of baby products. Even though the industry is highly
fragmented, it has a number of large and well-established companies, which are profitable and supply a large segment of our market.
Aggressive marketing tactics implemented by our competitors could impact our limited financial resources and adversely affect our
ability to compete in our market.
IF WE DO NOT ATTRACT CUSTOMERS, WE WILL NOT MAKE A PROFIT,
WHICH ULTIMATELY WILL RESULT IN A SUSPENSION OR CESSATION OF OPERATIONS.
We currently have no customers. We have not identified any
customers and cannot guarantee we will ever have any customers. Even if we obtain customers, there is no guarantee that we
will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations. You are likely to lose
your entire investment if we cannot sell baby products at prices that will generate a profit.
WE ARE A SMALL COMPANY AND HAVE LIMITED CAPITAL. AS A
RESULT, OUR MARKETING CAMPAIGN MAY NOT ATTRACT SUFFICIENT CLIENTS TO OPERATE PROFITABLY. IF WE DO NOT MAKE A PROFIT, WE MAY BE
REQUIRED TO SUSPEND OR CEASE OPERATIONS.
Due to the fact that we are a small company and have limited
capital, we must limit our marketing activities and may not be able to make our products known to potential customers. Due to limited
marketing activities, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, we
may be required to suspend or cease operations.
BECAUSE WE WILL EXPORT OUR PRODUCTS FROM CHINA, A DISRUPTION
IN THE DELIVERY OF EXPORTED PRODUCTS MAY HAVE A GREATER EFFECT ON US THAN ON OUR COMPETITORS.
We plan to purchase our products in China and have them exported
to the locations of our customers in Panama. Consequently, disruptions in shipping
deliveries may have a greater effect on us than on our competitors who manufacture and/or warehouse products in the destination
countries. Deliveries of our products may be disrupted due to factors such as:
(1) raw
material shortages, work stoppages, strikes and political unrest;
(2) problems
with ocean shipping, including work stoppages and shipping
container
shortages;
(3) increased
inspections of import shipments or other factors causing
delays
in shipments; and
(4) economic
crises, international disputes and wars.
Most of our competitors warehouse products they import from
overseas, which allows for them to continue delivering their products in the near term despite overseas shipping disruptions. If
our competitors are able to deliver products when we are unable to, our reputation may be damaged and we may lose customers to
our competitors.
OUR OPERATIONS AND ASSETS IN CHINA ARE SUBJECT TO SIGNIFICANT
POLITICAL AND ECONOMIC UNCERTAINTIES.
Government policies are subject to rapid change and the government
of the China may adopt policies which have the effect of hindering private economic activity and greater economic decentralization.
There is no assurance that the government of China will not significantly alter its policies from time to time without notice
in a manner that may reduce or eliminate any benefits from its present policies of economic reform.
The government of China exercises significant control over
China’s economic growth through the allocation of resources, controlling payment of foreign currency and providing preferential
treatment to particular industries or companies. Uncertainties may arise with changes in governmental policies and measures.
Additional changes in China that may have a material adverse effect on our business, results of operations and financial condition
include, but are not limited to, are changes in laws and regulations, the imposition of confiscatory taxation, restrictions on
currency conversion, devaluations of currency, imports and sources of supply, the nationalization or other expropriation of private
enterprises, and adverse changes in the political, economic or social conditions.
BECAUSE CHINESE LAW WILL GOVERN ALMOST ALL OF OUR MATERIAL
AGREEMENTS, WE MAY NOT BE ABLE TO ENFORCE OUR LEGAL RIGHTS WITHIN CHINA OR ELSEWHERE, WHICH COULD RESULT IN A SIGNIFICANT LOSS
OF BUSINESS, BUSINESS OPPORTUNITIES, OR CAPITAL.
The system of laws and the enforcement of existing laws in
China may not be as certain in implementation and interpretation as in the United States. The Chinese judiciary is relatively inexperienced
in enforcing corporate and commercial law, leading to a higher than usual degree of uncertainty as to the outcome of any litigation. The
inability to enforce or obtain a resolution under any of our agreements could result in a significant loss of business, business
opportunities, or capital.
IMPOSITION OF TRADE BARRIERS AND TAXES MAY REDUCE OUR
ABILITY TO DO BUSINESS INTERNATIONALLY, AND THE RESULTING LOSS OF REVENUE COULD HARM OUR PROFITABILITY.
We may experience barriers to conducting business and trade
in our targeted emerging markets in the form of delayed customs clearances, customs duties and tariffs. In addition, we may
be subject to repatriation taxes levied upon the exchange of income from local currency into foreign currency, substantial taxes
of profits, revenues, assets and payroll, as well as value-added tax. The markets in which we plan to operate may impose onerous
and unpredictable duties, tariffs and taxes on our business and products, and there can be no assurance that this will not reduce
the level of sales that we achieve in such markets, which would reduce our revenues and profits.
BECAUSE OUR SOLE OFFICER AND DIRECTOR HAS NO EXPERIENCE
IN OUR INTENDED OPERATIONS OF THE DISTRIBUTION OF BABY PRODUCTS, OUR BUSINESS HAS A HIGH RISK OF FAILURE.
Our sole officer and director has no professional training
or experience in the distribution of baby products. Mr. Dai’s lack of experience may hinder our ability to commence
distribution of our baby products and earn revenue. Consequently our operations, earnings and ultimate financial success may suffer
irreparable harm.
BECAUSE OUR SOLE OFFICER AND DIRECTOR WILL OWN FIFTY PERCENT
OR MORE OF OUR OUTSTANDING COMMON STOCK, HE MAY MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.
Mr. Dai, our sole officer and director, will own fifty percent
or more of the outstanding shares of our common stock. Accordingly, he will have significant influence in determining the outcome
of all corporate transactions or other matters, including the election of directors, mergers, consolidations, the sale of all or
substantially all of our assets, and he will also have the power to prevent or cause a change in control. The interests of
Mr. Dai may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous
to other shareholders.
BECAUSE OUR SOLE OFFICER AND DIRECTOR WILL ONLY BE DEVOTING
LIMITED TIME TO OUR OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC INTERRUPTIONS OR SUSPENSIONS OF OPERATIONS.
THIS ACTIVITY COULD PREVENT US FROM ATTRACTING SUFFICIENT CUSTOMERS AND RESULT IN A LACK OF REVENUES, WHICH MAY CAUSE US
TO SUSPEND OR CEASE OPERATIONS.
Jinshan Dai, our sole officer and director will only be devoting
limited time to our operations. He will be devoting approximately twenty hours a week to our operations. Because our sole officer
and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are
convenient to him. Consequently, operations may be periodically interrupted or suspended which could result in a lack of revenues
and a possible suspension or cessation of operations.
ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF
OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS.
We must raise additional capital in order for our business
plan to succeed. Our most likely source of additional capital will be through the sale of additional shares of our common
stock. Such stock issuances will cause stockholders' interests in our company to be diluted. Such dilution will negatively
affect the value of an investor's shares.
OUR SOLE OFFICER AND DIRECTOR HAS NO EXPERIENCE MANAGING
A PUBLIC COMPANY WHICH IS REQUIRED TO ESTABLISH AND MAINTAIN DISCLOSURE CONTROL AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL
REPORTING.
We have never operated as a public company. Jinshan Dai,
our sole officer and director has no experience managing a public company, which is required to establish and maintain disclosure
controls and procedures and internal control over financial reporting. As a result, we may not be able to operate successfully
as a public company, even if our operations are successful. We plan to comply with all the various rules and regulations required
for a public company that is reporting company with the Securities and Exchange Commission. However, if we cannot operate successfully
as a public company, your investment may be materially adversely affected.
AS AN “EMERGING GROWTH COMPANY” UNDER THE
JOBS ACT, WE ARE PERMITTED TO RELY ON EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS.
We qualify as an “emerging growth company” under
the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so
long as we are an emerging growth company, we will not be required to:
- have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
- provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial
reporting;
- comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm
rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements
(i.e., an auditor discussion and analysis);
- submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency”;
and
- disclose certain executive compensation related items such as the correlation between executive compensation and performance
and comparisons of the Chief Executive’s compensation to median employee compensation.
In addition, Section 107 of the JOBS Act also provides that
an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of
certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage
of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies
that comply with such new or revised accounting standards.
We will remain an “emerging growth company” for
up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed
$1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities
Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700
million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued
more than $1 billion in non-convertible debt during the preceding three year period. Even if we no longer qualify for the exemptions
for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller
reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation
discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.
Until such time, however, we cannot predict if investors
will find our common stock less attractive because we may rely on these exemptions. If investors find our common stock less attractive
as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
Item 1B.
Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
Our business office is located at Room 1403, No. 408 Jie Fang
Zhong Road, Guangzhou, Guangdong, PR China, 510030. This office is provided by Jinshan Dai, our President and sole Director.
Our phone number is 86-2028-8808 and our fax number is 86-8333-2588.
Item 3.
Legal Proceedings.
There are no existing, pending or threatened legal
proceedings involving ADAMAS VENTURES, INC. , or against any of our sole officer and director as a result of their involvement
with the Company.
iTEM
4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security
holders during the fourth quarter of the fiscal year ended January 31, 2015.
PART
II
Item 5.
Market for Registrant’s
Common Equity, Related Stockholder Matters
and Issuer Purchases of
Equity Securities.
(a) Market Information.
Our shares are currently not being traded.
We currently do not have a transfer agent.
(b) Holders.
As of January 31, 2015, there was one stockholder of
record of the Company's Common Stock. As of such date, 20,000,000 common shares were issued and outstanding.
(c) Dividends.
During the period covered by this Report, we have
not declared or paid cash dividends. The Company does not intend to pay cash dividends on its common stock in the foreseeable future.
We anticipate retaining any earning for use in our continued development. We are not subject to any restrictions respecting the
payment of dividends, except that they may not be paid to render us insolvent.
(d) Securities authorized for issuance under equity
compensation plans.
The Company has never issued securities under and
does not have any equity compensation plan.
Recent Sales of Unregistered Securities; Use of
Proceeds from Registered Securities
There were no common stock sale during the year ended
January 31, 2015.
ITEM 6: SELECTED FINANCIAL DATA
Pursuant to permissive authority under Regulation
S-K, Rule 301, we have omitted Selected Financial Data.
Item 7.
Management’s Discussion and
Analysis of Financial Condition
and Results of Operations.
Introduction
This Report contains forward-looking statements within
the meaning of the U.S. federal securities laws. Actual results and the timing of events could differ materially from those projected
in forward-looking statements due to a number of factors, including those described under "Item 1A Risk Factors" and
elsewhere in this Annual Report. See "Special Note Regarding Forward-Looking Statements."
We are a development stage corporation and have not
started operations and have not yet generated or realized any revenues. Our auditors have issued a going concern opinion. This
means that our auditors believe 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. This is because we have not generated any revenues and no revenues are anticipated
until we complete the development of our website and begin implementing and marketing our dealerships to our target markets. Accordingly,
we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in
our company. We must raise cash to implement our project and begin our operations. Whether we raise the minimum or maximum amount
of money in this offering, any amount raised will last twelve months. The difference between the minimum and maximum amount relates
to the website development; marketing and advertising; equipment and office furniture; and hiring one employee. In each case, if
we raise the maximum amount, we will devote more funds to the same in order to enhance the quality of the website and promote our
business plan to potential customers. We will not begin operations until we raise money from this offering. We have only one officer
and director. He is responsible for our managerial and organizational structure which will include preparation of disclosure and
accounting controls under the Sarbanes Oxley Act of 2002. When these controls are implemented, he will be responsible for the administration
of the controls. Should He not have sufficient experience, He may be incapable of creating and implementing the controls which
may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment.
Our fiscal year end is January 31.
Results of Operations
Cash Requirements
From inception through the date of this filing, we
have had no material operating activities. The Company's total current assets as of January 31, 2015 consisted of a cash balance
of $20,005. We anticipate that our current cash balance will not satisfy our cash needs for the
following twelve-month period. There can be no assurance that we will be successful in finding financing, or even if financing
is found, that we will be successful in proceeding with profitable operations.
It is uncertain how much in additional funds we will
require to fund operations over the next twelve months, as the Company is presently exploring various potential business opportunities.
If we do not have the funds necessary to cover any significant operating expenses for the next twelve month period, we will be
required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can
be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed the
estimates we will make. In the event that the Company is unsuccessful in its financing efforts, the Company may seek to obtain
short term loans.
Our auditors have issued a going concern opinion for
the year ended January 31, 2015. 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. This is because we have not generated any significant
revenues and no significant revenues are anticipated until our commercial operations begin.
Liquidity and Capital Resources
As of the date of this annual report, we have not
generated any revenues from our business activities.
As of January
31, 2015, our total assets were $2,285. The total liabilities is nil.
The Company
has experienced accumulated net loss of $7,715 since inception to January 31, 2015.
Our net loss
from operations was $4,390 for the year ended January 31, 2015, as compared to $3,325 for the year ended January 31, 2014. The
increase in expenses of the year ended January 31, 2015 was due to the increase in the professional fees and Filing fee.
Purchase of Significant Equipment
As of the end of the period covered by this Report,
we did not intend to purchase any significant equipment over the twelve months ending January 31, 2015.
Employees
Currently our only employee is our sole officer and
director. We do not expect any material changes in the number of employees over the next 12 month period; however, this may change
depending on the business model we may adopt. We may outsource contract employment as needed.
Off Balance Sheet Arrangements
As of January 31, 2015, we did 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.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
We did not have any operations which implicated market
risk as of the end of the latest fiscal year.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
The financial statements required to be filed pursuant
to this Item 8 begin on page F-1 of this report.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes and disagreements with
accountants on accounting and financial disclosure.
Item 9A.
Controls and Procedures.
Management's Report on Disclosure Controls and
Procedures
The Company’s management, with the participation
of the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s
disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based on such evaluation, the Company’s principal executive officer and principal
financial officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were
effective.
Management’s Report on Internal Control
Over Financial Reporting
The Company’s management is responsible for
establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act. Under the supervision and with the participation of the Company’s management, including its principal executive
officer and principal financial officer, the Company conducted an evaluation of the effectiveness of its internal control over
financial reporting based on criteria established in the framework in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation,
the Company’s management concluded that its internal control over financial reporting was effective as of January 31, 2015.
Because of its inherent limitations, internal control
over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s
internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during
the period ended January 31, 2015 that have materially affected, or are reasonably likely to materially affect, internal control
over financial reporting.
Item 9B.
Other Information.
None.
PART
III
Item 10. Directors,
Executive Officers and Corporate Governance.
The following table presents information with respect
to our sole officer, director and significant employee as of January 31, 2015:
The name, age and titles of our executive officer and director
are as follows:
|
|
|
|
|
Name and Address of Executive
Officer
and/or Director |
|
Age |
|
Position |
|
|
|
|
|
Jinshan Dai
Room 1403, No. 408 Jie Fang Zhong Road, Guangzhou, Guangdong,
PR China, 510030 |
|
29 |
|
President, Treasurer, Secretary and Director
(Principal Executive, Financial and Accounting Officer) |
Jinshan
Dai has acted as our President, Treasurer, Secretary and Director since our incorporation on January 31, 2014. Mr. Dai owns 100%
of the outstanding shares of our common stock. As such, it was unilaterally decided that Mr. Dai should be appointed as our
sole President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and the sole member
of our board of directors. This decision did not in any manner relate to Mr. Dai’s previous employment history. Mr.
Dai’s previous experience, qualifications, attributes or skills were not considered when he was appointed as our sole President,
Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of
directors. Since 2005, Jinshan Dai has held the position as the
senior sales manager at Hongmai Appliance Co., Ltd. Mr. Dai intends to devote twenty
hours a week of his time to planning and organizing activities of Adamas Ventures, Inc.
During the past ten years, Mr. Dai has not been the subject
to any of the following events:
1. Any bankruptcy petition filed by or against any business
of which Mr. Dai was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that
time.
2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed,
suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise
limiting Mr. Dai’s involvement in any type of business, securities or banking activities.
4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future
Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended
or vacated.
5. Was the subject of any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for
more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with
persons engaged in any such activity;
6. Was found by a court of competent jurisdiction in
a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action
or finding by the Commission has not been subsequently reversed, suspended, or vacated;
7. Was the subject of, or a party to, any Federal or
State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating
to an alleged violation of:
i. Any Federal or State securities or commodities law or regulation; or
ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order,
or removal or prohibition order; or
iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8. Was the subject of, or a party to, any sanction
or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26)
of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act
(7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its
members or persons associated with a member.
Section 16 (a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive
officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required
by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on our review of the copies
of such forms we received, we believe that during the year ended October 31, 2014, all such filing requirements applicable to our
officers and directors were complied with, except that reports were filed late by the following persons:
Name |
Number of Late Reports |
Transactions Not Timely Reported |
Known Failures to File a Required Form |
|
|
|
|
Dayong Sun |
|
|
|
Nomination Process
As of the date of this Report, we have not effected
any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of
directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders.
Our board of directors has determined that it is in the best position to evaluate our Company's requirements as well as the qualifications
of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend
candidates directly to our board, they may do so by sending communications to the President of our Company at the address on the
cover of this annual report.
Audit Committee and Audit Committee Financial Expert
We do not have a standing audit committee at the present
time. Our board of directors has determined that we do not have a board member that qualifies as an "audit committee financial
expert" as defined in Item 407(d)(5) of Regulation S-K, nor do we have a board member that qualifies as "independent"
as the term is used in Item 407 (a) of Regulation S-K. Our board of directors is currently comprised of only one member and we
believe that the functions of the audit committee can be adequately performed by the board of directors.
Code of Ethics
The Company has adopted code of ethics for all of
the employees, directors and officers which has been filed with the U.S. Securities and Exchange Commission. The Company will provide
to any person a copy of the Company's code of ethics, without charge, upon request. Requests may be mailed to the Company's offices
at: Room 1403, No. 408 Jie Fang Zhong Road, Guangzhou, Guangdong, PR China, 510030
Item 11. Executive
Compensation.
The following table sets forth the compensation paid
to (i) our principal executive officer; (ii) each of our two most highly compensated executive officers who were serving as executive
officers; and (iii) up to two additional individuals for whom disclosure would have been provided under but for the fact that the
individual was not serving as our executive officer at the end of the year. No disclosure is provided for any named executive officer,
other than our principal executive officer, whose total compensation does not exceed $100,000 for the respective fiscal year:
SUMMARY COMPENSATION TABLE
Name |
Year
(l) |
|
Fees
Earned
or Paid
in Cash
($) |
|
|
Stock
Awards
($) |
|
|
Option
Awards
($) |
|
|
Non-Equity
Incentive Plan
Compensation
($) |
|
|
Nonqualified
Deferred
Compensation
Earnings
($) |
|
|
All Other
Compensation
($) |
|
|
Total
($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jinshan Dai |
2015 |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
2014 |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There are no compensatory plans or arrangements with
respect to our executive officers resulting from their resignation, retirement or other termination of employment or from a change
of control.
Outstanding Equity Awards
As at January 31, 2015, there were no unexercised
options or stock that had not vested in regards to our executive officers, and there were no equity incentive plan awards for our
executive officers during the year ended January 31, 2015.
Options Grants
During the year ended January 31, 2015, no stock options
were granted to our executive officers.
Aggregated Options Exercised in the Year Ended January
31, 2015 and Year End Option Values
There were no stock options exercised during the year
ended January 31, 2015 and no stock options held by our executive officers at the end of the year ended January 31, 2015.
Repricing of Options/SARS
We did not reprice any options previously granted
to our executive officers during the year ended January 31, 2015.
Director Compensation
Directors of our Company may be paid for their expenses
incurred in attending each meeting of the directors. In addition to expenses, directors may be paid a sum for attending each meeting
of the directors or may receive a stated salary as director. No payment precludes any director from serving our Company in any
other capacity and being compensated for such service. Members of special or standing committees may be allowed similar reimbursement
and compensation for attending committee meetings. During the year ended January 31, 2015, we did not pay any compensation or grant
any stock options to our directors.
Indemnification
Under the Bylaws of the corporation, we may indemnify
an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good
faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding.
To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we
must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may
be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged
liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of
Nevada.
Regarding indemnification for liabilities arising
under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the
opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore,
unenforceable.
Item 12.
Security Ownership of Certain
Beneficial Owners and Management and
Related Stockholder Matters.
The following table sets forth, as of the close of
business on January 31, 2015, the total number of shares owned beneficially by the Company's directors, officers and key employees,
and any person (including any group) who is known to the Company to be the beneficial owner of more than five percent of any class
of the Company's voting securities. Except as otherwise indicated below, each person named has sole voting and investment power
with respect to the shares indicated. As of January 31, 2015, there were 20,000,000 shares of our common stock issued and
outstanding.
Amount and
Nature of Beneficial Ownership
|
|
|
|
|
|
|
|
|
Title of Class |
|
Name and Address of
Beneficial Owner |
|
Amount and Nature of
Beneficial Ownership |
|
Percentage |
|
|
|
|
|
|
|
|
|
Common Stock |
|
Jinshan Dai
Room 1403, No. 408 Jie Fang Zhong Road, Guangzhou, Guangdong,
PR China, 510030 |
|
20,000,000 shares of common stock (direct) |
|
|
100 |
% |
The mailing address for
each person is our address at Room 1403, No. 408 Jie Fang Zhong Road, Guangzhou, Guangdong, PR China, 510030.
(1) Includes options and warrants exercisable as of
the date hereof or within 60 days hereafter. The Company is unaware of any pledges of any shares, options or warrants by any of
the individuals or entities listed above. The Company intends to make option grants to certain officers and directors within the
foreseeable future, however, no options or agreements pertaining to options have been granted or entered into by the Company or
such officers and directors as of the date hereof.
Potential Changes in Control
To the knowledge of management, there are no present
arrangements or pledges of securities of the Company which may result in a change in control of the Company.
Adverse Interests
The Company is not aware of any material proceeding
to which any director, officer, or affiliate of the Company, or any owner of record or beneficially of more than five percent of
any class of the Company's voting securities, or security holder is a party adverse to the Company or has a material interest adverse
to the Company.
Equity Plan Compensation Information
Our Company does not currently have a stock option
plan or other form of equity plan.
Certain Relationships and Related Transactions
No director, executive officer, principal shareholder
holding at least 5% of our common shares, or any family member thereof, had any material interest, direct or indirect, in any transaction,
or proposed transaction, during the year ended January 31, 2015 in which the amount involved in the transaction exceeded
or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last two completed
fiscal years.
Corporate Governance
We do not have a standing audit committee at the present
time. Our board of directors has determined that we do not have a board member that qualifies as an "audit committee financial
expert" as defined in Item 407(d)(5) of Regulation S-K. We have determined that Jinshan Dai is not an independent director
as defined in Item 407(a) of Regulation S-K.
We believe that our members of our board of directors
are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial
reporting. The board of directors of our Company does not believe that it is necessary to have an audit committee because we believe
that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining
an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome
and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any
revenues from operations to date.
Transactions with Independent Directors
There were no transactions with any independent directors
during the period covered by this Report.
Item 13. Certain
Relationships and Related Transactions, and Director Independence.
No director, executive officer, principal shareholder
holding at least 5% of our common shares, or any family member thereof, had any material interest, direct or indirect, in any transaction,
or proposed transaction, during the year ended January 31, 2015 and for the year ended January 31, 2014, in which the amount involved
in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end
for the last two completed fiscal years.
Transactions with
related persons.
Describe any transaction,
since the beginning of the registrant's last fiscal year, or any currently proposed transaction, in which the registrant was or
is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect
material interest. Disclose the following information regarding the transaction:
1. The
name of the related person and the basis on which the person is a related person.
2. The related person's
interest in the transaction with the registrant, including the related person's position(s) or relationship(s) with, or ownership
in, a firm, corporation, or other entity that is a party to, or has an interest in, the transaction.
3. The approximate
dollar value of the amount involved in the transaction.
4. The approximate
dollar value of the amount of the related person's interest in the transaction, which shall be computed without regard to the amount
of profit or loss.
5. In the case of indebtedness,
disclosure of the amount involved in the transaction shall include the largest aggregate amount of principal outstanding during
the period for which disclosure is provided, the amount thereof outstanding as of the latest practicable date, the amount of principal
paid during the periods for which disclosure is provided, the amount of interest paid during the period for which disclosure is
provided, and the rate or amount of interest payable on the indebtedness.
6. Any other information
regarding the transaction or the related person in the context of the transaction that is material to investors in light of the
circumstances of the particular transaction.
We have determined
that Jinshan Dai is not an independent director as defined in Item 407(a) of Regulation S-K.
Item 14: Principal Accountant Fees and Services
Audit Fees
The aggregate fees billed for the last two fiscal years for
professional services rendered by the principal accountant for the audit of the Company's annual financial statements and review
of financial statements included in the Company's Form 10-QSBs or services that are normally provided by the accountant in connection
with statutory and regulatory engagements for those fiscal years was:
2015 - $ 750 David L. Hillary, Jr., CPA, CITP, MBA
2014 - $ 750 David L. Hillary, Jr., CPA, CITP, MBA
Audit-Related
Fees
The aggregate
fees billed by David L. Hillary, Jr., CPA, CITP, MBA for audit related services for the fiscal year ended January 31, 2015 and
January 31, 2014, and which are not disclosed in "Audit Fees" above, were $0.
Tax Fees
The aggregate
fees billed by David L. Hillary, Jr., CPA, CITP, MBA for tax compliance, tax advice and tax planning for the fiscal year ended
January 31, 2015 and January 31, 2014 was $0. All Other Fees
The aggregate
fees billed by the Company's principal accountants, David L. Hillary, Jr., CPA, CITP, MBA for services other than those described
above, for the year ended January 31, 2015 and January 31, 2014, were $0.
Audit Committee
Pre-Approval Policies
Our Board of
Directors reviewed the audit and non-audit services rendered by David L. Hillary, Jr., CPA, CITP, MBA during the periods set forth
above and concluded that such services were compatible with maintaining the auditors' independence. All audit and non-audit services
performed by our independent accountants are pre-approved by our Board of Directors to assure that such services do not impair
the auditors' independence from us.
PART
IV
Item 15.
Exhibits, Financial Statement Schedules.
The
Index to the Consolidated Financial Statements is found on page F-1 of this Report.
Exhibit No.
Description
31
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange
Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant
to there quirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on
its behalf by
the under signed, thereunto
duly authorized.
ADAMAS VENTURES, INC.
(Registrant)
By:/s/
Jinshan Dai
Jinshan
Dai
President,
Treasurer and Secretary
Principal Executive, Financial and Accounting
Officer
April 30, 2015
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of
the registrant
and in the
capacities and
on the
dates indicated.
Signature |
Title |
Date |
/s/ Jinshan Dai |
President,
Treasurer and Secretary
Principal Executive, Financial and Accounting
Officer |
April 30, 2015 |
Jinshan Dai |
|
|
|
|
|
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings
in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has
a material interest adverse to our interest.
Item 2. Unregistered Sales of Equity Securities and Use
of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibit No. |
|
Exhibit Description |
31.1* |
|
Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1* |
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
INDEX
TO FINANCIAL STATEMENTS
Report of Independent
Registered Public Accounting Firm
F-1
Balance Sheets for
the fiscal year ended January 31, 2015 and period ended January 31, 2014
F-2
Statements of Operations
for the fiscal year ended January 31, 2015 and period ended January 31, 2014
F-3
Statements of Cash
Flows for the fiscal year ended January 31, 2015 and period ended January 31, 2014
F-4
Statements of Shareholder's
Equity (Deficit)
F-5
Notes to Financial Statements
F-6
F-1
Report
of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
Adamas Ventures, Inc.
We have audited the accompanying balance sheets of Adamas
Ventures, Inc. (“the Company”) as of January 31, 2015 and 2014 and the related statements of income, changes
in stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on the financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated 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 also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. 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 the Company, at January 31, 2015 and 2014, and the results of its operations
and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of
America.
/S/David
L. Hillary, Jr.
David L. Hillary, Jr., CPA, CITP
Noblesville, Indiana
April 28, 2015
F-2
Adamas Ventures Inc. |
(A Development Stage Company) |
Balance Sheets |
|
|
|
|
|
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January 31, |
January 31, |
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2015 |
2014 |
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(Unaudited) |
(Unaudited) |
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ASSETS |
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Current Assets |
|
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|
|
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|
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|
|
|
|
Cash and Cash Equivalents |
|
|
|
|
|
$ 2,285 |
$ 6,675 |
|
|
TOTAL ASSETS |
|
|
|
|
|
|
|
$ 2,285 |
$ 6,675 |
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|
LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current Liabilities |
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|
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|
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|
|
Accounts Payable and Accrued Liabilities |
|
|
$ - |
$ - |
|
|
TOAL CURRENT LIABILITIES |
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|
|
|
$ - |
$ - |
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Stockholders' Equity |
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Common Stock |
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Authorized: |
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|
75,000,000 common shares at $0.0001 par value |
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Issued and Outstanding: |
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|
|
|
|
|
20,000,000 common shares at $0.0001 par value |
|
|
2,000 |
2,000 |
|
|
Additional Paid-in Capital |
|
|
|
|
|
|
8,000 |
8,000 |
|
|
(Deficit) accumulated during the development stage |
|
|
(7,715) |
(3,325) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS' EQUITY |
|
|
$ 2,285 |
$ 6,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
TOTAL LIABILITIES AND EQUITY |
|
|
|
$ 2,285 |
$ 6,675 |
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|
The accompanying notes are an integral part of these financial statements |
F-3
Adamas Ventures Inc. |
(A Development Stage Company) |
Statements of Operations |
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|
For the Three
Months Ended |
For the Three
Months Ended |
For the Year
Ended |
For the Year
Ended |
From January 31, 2014
(Inception) to |
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|
|
|
|
|
|
January 31, |
January 31, |
January 31, |
January 31, |
January 31, |
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|
|
|
|
|
|
2015 |
2014 |
2015 |
2014 |
2015 |
|
|
Revenues |
|
- |
- |
- |
- |
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|
|
|
|
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|
|
|
|
|
|
|
|
General and Administration Expenses |
|
|
|
|
|
|
|
|
Filing Fees |
|
|
|
213 |
|
213 |
|
|
|
Professional Fees |
$ 2,890 |
3,325 |
4,177 |
3,325 |
7,502 |
|
|
Total Expenses |
|
$ 2,890 |
3,325 |
4,390 |
3,325 |
7,715 |
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|
|
|
|
|
|
|
|
|
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Operating loss |
|
$ (2,890) |
(3,325) |
(4,390) |
(3,325) |
(7,715) |
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|
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|
|
Net (loss) for the period |
$ (2,890) |
$ (3,325) |
$ (4,390) |
$ (3,325) |
$ (7,715) |
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|
Net (loss) per share |
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|
|
|
|
|
|
|
|
Basic and diluted |
|
$ - |
$ - |
$ - |
$ - |
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|
|
|
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|
|
Weighted Average Shares Outstanding |
|
|
|
|
|
|
|
Basic and diluted |
|
20,000,000 |
20,000,000 |
20,000,000 |
20,000,000 |
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|
The accompanying notes are an integral part of these financial statements. |
F-4
Adamas Ventures Inc. |
(A Development Stage Company) |
Statement of Cash Flows |
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|
|
For the Year
Ended |
From January 31, 2014
(Inception) to |
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|
|
January 31, |
January 31, |
January 31, |
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2015 |
2014 |
2015 |
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|
|
Cash Flow from Operating Activities |
|
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|
|
Net (loss) for the period |
$ (4,390) |
(3,325) |
$ (7,715) |
|
|
Changes in Non-Cash Working Capital Items |
|
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|
|
Accounts Payable and Accrued Liabilities |
|
|
|
|
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|
|
|
|
|
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|
|
Net Cash Flow Used in Operating Activities |
$ (4,390) |
(3,325) |
$ (7,715) |
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|
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Investing Activities |
|
|
|
|
|
|
Due from Related Party |
- |
|
- |
|
|
Net Cash Flow Provided by Investing Activities |
$ - |
|
$ - |
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|
|
|
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|
|
Financing Activities |
|
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|
|
Share Capital Contribution |
- |
10,000 |
10,000 |
|
|
|
Shareholder Loan |
- |
- |
- |
|
|
Net Cash Flow Provided by Financing Activities |
$ - |
$ 10,000 |
$ 10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Net Change in Cash |
$ (4,390) |
$ 6,675 |
$ 2,285 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash, Beginning of Period |
$ 6,675 |
$ - |
$ - |
|
|
|
|
|
|
|
|
|
|
|
|
Cash, End of Period |
$ 2,285 |
$ 6,675 |
$ 2,285 |
|
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|
|
The accompanying notes are an integral part of these financial statements |
F-4
Adamas Ventures Inc. |
(A Development Stage Company) |
Statements of Stockholders' Equity (Deficit) |
From January 31, 2014 (Inception) to January 31, 2015 |
|
|
|
|
|
|
|
Common Stock |
Common Stock |
Additional |
Deficit Accumulated During the |
Total Stockholder's |
|
Shares |
Amount |
Paid In Capital |
Development Stage |
Equity (Deficit) |
|
|
|
|
|
|
Stock issued for cash at $0.0001 per share, January 31, 2014 |
20,000,000 |
$ 2,000 |
$ 8,000 |
|
$ 10,000 |
|
|
|
|
|
|
Net Loss for the year ended January 31, 2014 |
|
|
|
(3,325) |
(3,325) |
|
|
|
|
|
|
Balances-January 31, 2014 |
20,000,000 |
$ 2,000 |
$ 8,000 |
$ (3,325) |
$ 6,675 |
|
|
|
|
|
|
Net Loss for the Month ended January 31, 2015 |
|
|
|
(4,390) |
(4,390) |
|
|
|
|
|
|
Balances-January 31, 2015 |
20,000,000 |
$ 2,000 |
$ 8,000 |
$ (7,715) |
$ 2,285 |
F-6
ADAMAS VENTURES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
For
the Year Ended January 31, 2015
(unaudited)
Note 1: Organization and Basis of Presentation
Adamas Ventures, Inc. (the “Company”) is a for
profit corporation established under the corporation laws in the State of Nevada, United States of America on January 31, 2014.
The Company is in the development phase and intends to sell
baby products. As such, the Company is subject to all risks inherent to the establishment of a start-up business enterprise.
The Financial Statements and related disclosures as of January
31, 2015 are audited pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”).
The January 31, 2015, Balance Sheet data was derived from audited financial statements, but does not include all disclosures required
by accounting principles generally accepted in the United States of America (“U.S.”). Certain information and footnote
disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles
(“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. In our opinion, these financial
statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results
for the period. These financial statements should be read in conjunction with the financial statements for the nine months ended
January 31, 2015. Unless the context otherwise requires, all references to “Adamas Ventures,” “we,” “us,”
“our” or the “company” are to Adamas Ventures, Inc. and any subsidiaries.
Note 2: Recent Accounting Pronouncements
In December 2011, the FASB issued ASU 2011-11, Disclosures
about Offsetting Assets and Liabilities, (“ASU 2011-11”). ASU 2011-11 requires an entity to disclose both gross information
and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments
and transactions subject to an agreement similar to a master netting arrangement. ASU 2011- 11 is effective for annual reporting
periods beginning on or after January 1, 2013, and interim periods within those annual periods. Retrospective disclosure is required
for all comparative periods presented. The adoption of ASU 2011-11 did not have a material impact on the Company’s financial
statements. In October 2012, the FASB issued ASU No. 2012-04, Technical Corrections and Improvements, (“ASU 2012-04”).
This update includes source literature amendments, guidance clarification, reference corrections and relocated guidance affecting
a variety of topics in the Codification. The update also includes conforming amendments to the Codification to reflect ASC 820’s
fair value measurement and disclosure requirements. The amendments in this update that will not have transition guidance are effective
upon issuance. The amendments in this update that are subject to the transition guidance will be effective for fiscal periods beginning
after December 15, 2012. The adoption of ASU 2012-04 did not have a material impact on the Company’s financial statements.
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet
(Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities (“ASU 2013-01”). This update
clarifies that ordinary trade receivables and receivables are not in the scope of ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures
about Offsetting Assets and Liabilities (“ASU 2011-11”). Specifically, ASU 2011-11 applies only to derivatives, repurchase
agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset
in accordance with specific criteria contained in the FASB Accounting Standards Codification or subject to a master netting arrangement
or similar agreement. The Company is required to apply the amendments in ASU 2013-01 beginning January 1, 2013. The adoption of
ASU 2013-01 by the Company did not have a material impact on the consolidated financial statements.
In February 2013, the Financial Accounting Standards Board
issued Accounting Standards Update, or ASU, 2013-02, Comprehensive Income (Topic 220), Reporting of Amounts Reclassified Out of
Accumulated Other Comprehensive Income. This update requires companies to provide information regarding the amounts reclassified
out of accumulated other comprehensive income by component. In addition, companies are required to present, either on the face
of the statement where net income is presented or in the accompanying notes, significant amounts reclassified out of accumulated
other comprehensive income by the respective line items of net income. ASU 2013-02 is effective for annual reporting periods beginning
on or after December 15, 2012, and interim periods within those annual periods. ASU 2013-02 was adopted January 1, 2013 and did
not have a significant impact on our financial statements.
Note 3: Concentrations
The company has not had any sales.
Note 4: Legal Matters
The Company has no known legal issues pending.
Note 5: Debt
The Company has no debt.
Note 6: Capital Stock
On January 31, 2014 the Company authorized 75,000,000 shares
of commons stock with a par value of $0.0001 per share.
On January 31, 2014 the Company issued 20,000,000 shares of
common stock for a purchase price of $0.0001 per share to its founding shareholder. The Company received aggregate gross proceeds
of $10,000.00.
As of January 31, 2015 there were no outstanding stock options
or warrants.
Note 7: Income Taxes
The Company uses the asset and liability method of accounting
for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized
for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences
resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to
reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely
than not some portion or all of the deferred tax assets will not be realized.
ASC Topic 740.10.30 clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods,
disclosure, and transition.
Note 8: Related Party Transactions
The Company neither owns nor leases any real or personal property.
The sole officer of the Company provides office space and services free of charge. The Company's sole officer and director is involved
in other business activities and may in the future, become involved in other business opportunities as they become available.
Note 9: Subsequent Events
The Company has evaluated events subsequent through the date
these financial statements have been issued to assess the need for potential recognition or disclosure in this report. Such events
were evaluated through the date these financial statements were available to be issued. Based upon this evaluation, it was determined
that no subsequent events occurred that require recognition or disclosure in the financial statements.
Note 10: Going Concern
The accompanying financial statements and notes have been prepared
assuming that the Company will continue as a going concern.
For the period ended January 31, 2015, the Company had an accumulated
deficit of $7,715 and working capital of $2,285, which may not be sufficient to sustain operations over the next 12 months. The
Company’s ability to continue as a going concern is dependent upon the Company’s ability to generate sufficient revenues
to operate profitably or raise additional capital through debt financing and/or through sales of common stock.
Management plans to fund operations of the Company through
the proceeds from an offering pursuant to a Registration Statement on Form S-1 or private placements of restricted securities or
the issuance of stock in lieu of cash for payment of services until such a time as profitable operations are achieved. There are
no written agreements in place for such funding or issuance of securities and there can be no assurance that such will be available
in the future. Management believes that this plan provides an opportunity for the Company to continue as a going concern.
Exhibit
31. CERTIFICATION AS REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a)
I,
Jinshan Dai, certify that:
1.
I have reviewed this annual report on Form 10-K of Adamas Ventures, Inc..
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures(as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
(d)
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing
the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information;
and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's
internal control over financial reporting.
Dated:
April 30, 2015
/s/ Jinshan Dai
Jinshan Dai
President, Treasurer
and Secretary
EX-32.
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)
In
connection with the Annual Report of Adamas Ventures, Inc. (the "Company"), on Form 10-K for the year ending
January 31, 2015, as filed with the Securities and Exchange Commission (the "Report"), I, Jinshan Dai, Chief
Executive Officer of the Company, certify, pursuant to Sect 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sect 1350), that
to my knowledge:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations
of the Company.
Dated:
April 30, 2015
/s/ Jinshan Dai
Jinshan Dai
President, Chief Executive
Officer, Treasurer and Secretary
Adamas Ventures (GM) (USOTC:ADMV)
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