Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - MIDWEST OIL & GAS INC.Financial_Report.xls
EX-32.1 - EXHIBIT 32.1 - MIDWEST OIL & GAS INC.ex32_1apg.htm
EX-32.2 - EXHIBIT 32.2 - MIDWEST OIL & GAS INC.ex32_2apg.htm
EX-31.2 - EXHIBIT 31.2 - MIDWEST OIL & GAS INC.ex31_2apg.htm
EX-31.1 - EXHIBIT 31.1 - MIDWEST OIL & GAS INC.ex31_1apg.htm
EX-10.1 - EXHIBIT 10.1 - MIDWEST OIL & GAS INC.ex10_1apg.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A

Amendment #1


(Mark One)


[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended

January 31, 2014

 

 

[   ]

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

For the transition period from

[   ] to [   ]

 

 

Commission file number

000-54666

 

AMERICAS DIAMOND CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

 

27-1614533

(State or other jurisdiction of incorporation or organization)

 

 

(I.R.S. Employer Identification No.)

2nd Floor, Berkeley Square House, Berkeley Square

London, United Kingdom

 

W1J 6BD

(Address of principal executive offices)

 

(Zip Code)

 

Registrant's telephone number, including area code:

 

+44 207 887 6189


Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class

 

Name of Each Exchange On Which Registered

None

 

None


Securities registered pursuant to Section 12(g) of the Act:


Common Stock, $.001 par value

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. 

 

Yes [   ]  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 [   ]  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 last 90 days. 

 

Yes [X]  No [   ]

 







Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 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 [   ]  No [X]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)  is not contained herein, and will not be contained, to the best of 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.

 

[   ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition 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

[   ]

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).

 

Yes [  ]  No [X]

 

The aggregate market value of Common Stock held by non-affiliates of the Registrant on July 31, 2013 was $3,982,661 based on a $0.16 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.


Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

 

48,361,630 common shares as of May 20, 2014.

 



DOCUMENTS INCORPORATED BY REFERENCE


None.




-----------------------------------

EXPLANATORY NOTE

-----------------------------------


This Amendment No. 1 (this "Amendment") to the Annual Report on Form 10-K of America's Diamond Corp. (the "Company") for the year ended January 31, 2014, originally filed with the U.S. Securities and Exchange Commission (the "SEC") on May 29, 2014, (the "Original Filing"), is being filed solely to exclude Exhibit 99.1 which was incomplete at the time of filing and is being revised.


Except as described above, this Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way.  This Amendment speaks as of the date of the Original Filing and does not reflect events occurring after the filing of the Original Filing.  Accordingly, this Amendment should be read in conjunction with the Original Filing, as well as any other filings made by the Company with the SEC pursuant to Section 13(a) or 15(d) of Securities Exchange Act of 1934, as amended, subsequent to the filing of the Original Filing.





ADMC SEC form 10K/A  January 31, 2014                                                                                                        Page 2 of 48



AMERICAS DIAMOND CORP.

TABLE OF CONTENTS


PART I

4

Item 1.

Business

4

Item 1A.

Risk Factors

8

Item 1B.

Unresolved Staff Comments

11

Item 2.

Properties

11

Item 3.

Legal Proceedings

16

Item 4.

Mine Safety Disclosures

16

PART II

16

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

16

Item 6.

Selected Financial Data

18

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

18

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

23

Item 8.

Financial Statements and Supplementary Data

23

Item 9.

Changes in and Disagreements with Accountants on Financial Disclosure

38

Item 9A.

Controls and Procedures

38

Item 9B.

Other Information

39

PART III

39

Item 10.

Directors, Executive Officers and Corporate Governance

39

Item 11.

Executive Compensation

42

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

44

Item 13.

Certain Relationships and Related Transactions, and Director Independence

45

Item 14.

Principal Accounting Fees and Services

45

PART IV

46

Item 15.

Exhibits, Financial Statement Schedules

46

SIGNATURES

48



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 3 of 48



PART I

Item 1.

Business

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our 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.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. 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.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this current report and unless otherwise indicated, the terms "we", "us" and "our" mean Americas Diamond Corp. and our wholly owned subsidiary, SUDAM Diamonds Ltd., a United Kingdom company, unless otherwise indicated.

Company Information

Our company was incorporated in the State of Nevada on January 6, 2010 to engage in the acquisition, exploration and development of natural resource properties. We are an exploration stage company with no revenues and limited operating history. Our principal offices are located at 2nd Floor, Berkeley Square House, Berkeley Square London, United Kingdom, W1J 6BD. Our telephone number is +44 207 887 6189. We plan to move our principal office to Independence, Kansas where the oil properties we purchased in January 2014 are located.

On September 14, 2010, we issued a total of 3,000,000 shares of common stock to 26 unrelated shareholders for cash at $0.015 per share for a total of $45,000 pursuant to the S-1 Registration Statement we filed with the US Securities and Exchange Commission.

Effective October 15, 2012, in accordance with approval from the Financial Industry Regulatory Authority ("FINRA"), we changed our name from Impact Explorations Inc. to Americas Diamond Corp. by way of a merger with our wholly-owned subsidiary Americas Diamond Corp., which was created solely for the name change and effected a forward split of our authorized, issued and outstanding shares of common stock on a 5 new for 1 old basis, such that, our authorized capital increased from 75,000,000 to 375,000,000 shares of common stock and our issued and outstanding shares of common stock increased from 6,000,000 to 30,000,000, all with a par value of $0.001.

Effective November 27, 2012, our stock symbol changed from "IXPL" to "ADMC" to better reflect the new name of our company. The symbol change became effective with the Over-the-Counter Bulletin Board at the opening of trading on November 27, 2012.  Our CUSIP number is 03063Y103.

Our subsidiary, SUDAM Diamonds Ltd., was dissolved on May 13, 2014.

Company Overview

We intend to change our name to Midwest Oil and Gas Inc. to better reflect our current business.

We are an oil and gas company dedicated to sourcing and securing domestic energy solutions through the exploration, development



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 4 of 48



and production of onshore oil and natural gas reserves to maximize shareholder value.

We are focused on enhancing shareholder value through the exploration and development of our assets, with the objective of taking projects, if warranted, to the production stage.

We are focused on becoming a leading player in the Mississippi Lime through the development of its acreage. In addition to the production and returns on investment found within its existing acreage, management are continually working towards the acquisition of further properties in proven resource areas in the United States.

Having strategically acquired key assets in the resource-rich Midwest state of Kansas, in close proximity to prolific production and established infrastructure management’s strategy to achieve these objectives combines focusing on increasing existing production through low-risk production enhancement opportunities, further development of production acreage to realize full reserve potential whilst maintaining low overheads to maximize shareholder value.

Our company combines today’s technologies with an experienced, driven executive management team and consulting specialists to secure America’s energy independence whilst providing maximum returns for investors.

As consumption and demand for oil and gas rises throughout North America, we’re seeking to explore, develop and produce fuels from some of the world’s richest resources.

Our Current Business

We are an exploration stage company involved in oil and gas.

Effective January 23, 2013, our company entered into an employment agreement with Thomas L. Crom, III, whereby Mr. Crom has agreed to perform services as chief financial officer, secretary, treasurer and director of our company on a continuing basis. As compensation, we have agreed to pay Mr. Crom an initial salary of US$6,000 per month and to issue 30,000 shares of our company's common stock per month, for an aggregate of 90,000 shares per quarter, within the initial term. As a signing bonus, our company has agreed to issue 25,000 shares of our common stock to Mr. Crom.

Also effective January 23, 2013, we entered into a share issuance agreement with Asia Pacific Capital Ltd., whereby Asia Pacific shall make available up to $3,200,000 by way of advances until the completion date of January 22, 2015 in accordance with the terms of the share issuance agreement. The completion date may be extended for an additional term of up to twelve months at the option of our company or Asia Pacific upon written notice on or before the completion date in accordance with the notice provisions of the share issuance agreement. The agreement with Asia Pacific was breached in September 2013 and is no longer in effect.

Effective February 25, 2013, we entered into a stock purchase agreement among SUDAM Diamonds Ltd. and Daniel Martinez, our president and director, pursuant to which our company proposed to acquire 100% of the outstanding capital stock of SUDAM in consideration of the issuance of an aggregate of 1,221,695 shares of our common stock, in addition to the assumption of SUDAM's obligations pursuant to a letter of agreement dated January 16, 2013 with Kansai Mining Corporation, a British Columbia, Canada corporation. Subject to closing of the stock purchase agreement SUDAM shall became a wholly owned subsidiary of our company. Upon closing, 250,000 of the 1,221,695 common shares were issued to Kansai, with the balance being issued to various creditors of SUDAM. These shares were issued.

Pursuant to the Kansai Agreement, SUDAM held an option to purchase from Kansai a 3-stage diamond recovery plant and related equipment located in Venezuela, as well as 100% interest in Compania Minera Adamantine CA ("CMA"), a Venezuelan company which holds two Venezuelan diamond concessions, Natal I and Natal II. The option to purchase the recovery plant and equipment could be exercised by making aggregate cash payments of $1,735,000 within a 24 month period beginning March 23, 2012 with interest accruing on the purchase price at 6% per annum. SUDAM held title to the assets pending satisfaction of the purchase price, however ownership of the assets and any of our common shares issued to Kansai would be forfeited to Kansai in full if any installment of the purchase price remained in arrears for over 30 days following a notice of default. Late payments would accrue interest at 18% per annum. Approximately $350,000 of the purchase price was satisfied by SUDAM. As of January 31, 2013 payments to Kansai as well as the obligation for CMA were not met.



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 5 of 48



In September 2013, the financing agreement was in default and as result our company relinquished back the diamond project to its original owner, Kansai Mining Company. Our company wrote off all costs associated with this project.

On January 27, 2014, we entered into an agreement to purchase certain oil and gas leases in the State of Kansas, from Intrepid Resources Corporation LLC.  See also Properties. We plan to move our principal office to Independence, Kansas which is within 50 miles of where these oil and gas leases are located.

This agreement closed on April 21, 2014.  Pursuant to the agreement, Intrepid transferred the leases to a newly incorporated subsidiary while retaining an additional 12.5% royalty interest in the leases and then transferred all of the issued and outstanding shares of the new subsidiary to our company.

Our agreement to acquire the leases from Intrepid will involve a total consideration of $6,000,000 to be paid in $3,000,000 cash and $3,000,000 in restricted common shares of our company.  The cash payment of $3,000,000 to Intrepid will be paid in:

a.

a payment of $75,000 within 10 days from April 21, 2014 (of which $65,000 has been paid);

b.

a payment of $75,000 within 60 days from signing the agreement (unpaid); and

c.

a promissory note of $2,850,000 with an annual interest rate of 3.0%.  Monthly interest only payments made 60 days from April 21, 2014. Payments on the principal of the note will commence no later than August 1, 2014 and will be the greater of $20,000 or 50% of the net cash flow from production of the leases.

The payment of $3,000,000 in common shares of our company were paid on closing on April 21, 2014 at a deemed price of $0.20 per share for an aggregate of 15,000,000 common shares of our company.

Pursuant to this agreement, Intrepid retained a security interest in the leases, property, equipment and other assets.  Our company’s current leases are all located in Montgomery County called:  Bell, Brimer and Springer.  Theses leases are located within the prolific Mississippi Lime in the Midwest state of Kansas. The acreage offers an opportunity for success in gas and oil production through drilling and working over existing wells. In addition, the area is suitable for water remediation and disposal and the generation of renewable energy through wind turbines.

The Mississippi Lime Formation is a conventional limestone reservoir that responds well to unconventional technologies, due to the heterogenic porosity development within the Mississippian formations it is advantageous to drill horizontal wells to interconnect a larger percentage of porosity with one well bore.  

Based on an independent technical report the potential for the Mississippi Lime within the Montgomery County Opportunity is projected to be over 6,254,640 million barrels of oil (“MMBO”). This is based in part on comparison with a very productive Mississippi Lime field, the Elk City Field in the Mississippi Lime, for which porosity can range 5-40% and permeability is over 0.1 millidarcies (“MD”). The Elk City Field has produced over 63 MMBO and 128 billion cubic feet of gas from the Mississippi Lime Formation.

The Montgomery County Opportunity has been valued at $1,051,995,586 using prescribed allowances set forth by the Kansas Department of Revenue Oil and Gas Division. This value is not equivalent to cash price or a fair market valuation. This includes including all equipment above and below ground equipment including tank batteries.

Market, Customers and Distribution Methods

Although future market conditions cannot be predicted, several large and well capitalized markets for oil and gas exist throughout the world. Such markets include a very sophisticated futures market for the pricing and delivery of oil and gas. The price for oil and gas is affected by a number of global factors, including economic strength and resultant demand for oil and gas, fluctuating supplies, mining activities and production by others in the industry, and new and or reduced uses for oil and gas.

The oil and gas industry is highly speculative and of a very high risk nature. As such, oil and gas activities involve a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome.

The oil and gas industry is subject to a number of factors, including intense industry competition, high susceptibility to economic conditions (such as price, foreign currency exchange rates, and capital and operating costs), and political conditions (which could



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 6 of 48



affect such things as import and export regulations, foreign ownership restrictions). Furthermore, the oil and gas activities are subject to all hazards incidental to oil and gas exploration, development and production, as well as risk of damage from earthquakes, any of which could result in work stoppages, damage to or loss of property and equipment and possible environmental damage. Hazards such as unusual or unexpected geological formations and other conditions are also involved in mineral exploration and development.

Competition

We are a junior oil and gas exploration company. We compete with other oil and gas exploration companies for financing and for the acquisition of new oil and gas properties. Many of the oil and gas exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of oil and gas properties of merit, on exploration of their oil and gas properties and on development of their oil and gas properties. In addition, they may be able to afford more technical expertise in the targeting and exploration of oil and gas properties. This competition could result in competitors having oil and gas properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on our ability to achieve the financing necessary for us to conduct further exploration of our oil and gas properties.

We also compete with other junior oil and gas exploration companies for financing from a limited number of investors that are prepared to make investments in junior oil and gas exploration companies. The presence of competing junior oil and gas exploration companies may impact our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the oil and gas properties under investigation and the price of the investment offered to investors. We also compete with other junior and senior oil and gas exploration companies for available resources, including, but not limited to, professional geologists and engineers, equipment, exploration supplies and drill rigs.

Bankruptcy or Similar Proceedings

There has been no bankruptcy, receivership or similar proceeding.

Reorganizations, Purchase or Sale of Assets

There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business.

Government Regulation

Our oil and gas operations are subject to various United States and International federal, state/provincial and local governmental regulations. Matters subject to regulation include discharge permits for drilling operations, drilling and abandonment bonds, reports concerning operations, the spacing of wells, and pooling of properties and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and gas wells below actual production capacity in order to conserve supplies of oil and gas. The production, handling, storage, transportation and disposal of oil and gas, by-products thereof, and other substances and materials produced or used in connection with oil and gas operations are also subject to regulation under federal, state, provincial and local laws and regulations relating primarily to the protection of human health and the environment. To date, expenditures related to complying with these laws have not been significant in relation to the results of operations of our company. The requirements imposed by such laws and regulations are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations.

Intellectual Property

We do not own, either legally or beneficially, any patent or trademark. We have established a website and maintain the domain www.americsdiamondcorp.com, mwoilgas.com, mwoilandgas.com and midwestog.com

Research and Development Costs During the Last Two Years

We did not spend any funds on research and development over the last two fiscal years.



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 7 of 48



Employees

Our only employees are our officers and directors, Thomas L. Crom, III and Daniel Martinez. Mr. Crom currently devotes 20-40 hours per week to company matters and Mr. Martinez currently devotes 10-20 hours per week to company matters.

Effective December 1, 2012, our company entered into an two year employment agreement with Daniel Martinez, whereby Mr. Martinez has agreed to perform services as president, chief executive officer and director of our company on a continuing basis.  As compensation, we have agreed to pay Mr. Martinez an initial salary of US$6,000 per month.  

Effective January 23, 2013, our company entered into an employment agreement with Thomas L. Crom, III, whereby Mr. Crom has agreed to perform services as chief financial officer, secretary, and treasurer of our company on a continuing basis.  As compensation, we agreed to pay Mr. Crom an initial salary of US$6,000 per month and to issue 30,000 shares of our company's common stock per month, for an aggregate of 90,000 shares per quarter, within the initial term.  As a signing bonus, our company agreed to issue 25,000 shares of our common stock to Mr. Crom  In February 2013, we issued the 25,000 shares to Mr. Crom and on May 15, 2014, we issued 390,000 shares to Mr. Crom which was the balance owed as of January 31, 2014.

Both Messrs. Crom and Martinez are also entitled participate in a bonus pool consisting of 5% of the net cash flow from operations. Each is entitled to a minimum participation of 20% of the bonus pool. To date our company has had negative net cash flow from operations and no other persons are entitled to any participation.

Reports to Securities Holders

We provide an annual report that includes audited financial information to our shareholders. We make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-K for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements including filing Form 10-K annually and Form 10-Q quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room in Washington, DC. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Item 1A.

Risk Factors

Our auditors have issued a going concern opinion, therefore there is substantial uncertainty we will continue activities in which case you could lose your investment.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. As such we may have to cease activities and you could lose your investment.

Because the probability of an individual prospect ever having reserves is extremely remote, any funds spent on exploration will probably be lost.

The probability of an individual prospect ever having reserves is extremely remote. In all probability the property does not contain any reserves. As such, any funds spent on exploration will probably be lost which will result in a loss of your investment.

We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease activities.

We were incorporated in January 2010 and have only recently started our exploration activities. We have not, to date, realized any revenues. We have a limited operating history upon which an evaluation of our future success or failure can be made. Our net loss was $2,046,673 from inception to January 31, 2014. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 8 of 48



·

our ability to locate a profitable mineral property;

·

our ability to generate revenues, and

·

our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our oil and gas properties. As a result, we may not generate revenues in the future. Failure to generate revenues will cause us to suspend or cease activities.

Because of the inherent dangers involved in oil and gas exploration, there is a risk that we may incur liability or damages, which could hurt our financial position and possibly result in the failure of our business.

The search for valuable oil and gas involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position.

Because we are small and do not have much capital, we may have to limit our exploration activity which may result in a loss of your investment.

Because we are small and do not have much capital, we must limit our exploration activity. As such we may not be able to complete an exploration program that is as thorough as we would like. In that event, an existing reserve may go undiscovered. Without a reserve, we cannot generate revenues and you will lose your investment.

We may not have access to all of the supplies and materials we need to begin exploration which could cause us to delay or suspend activities.

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

Because our officers and/or directors do not have any formal training specific to the technicalities of oil and gas exploration or production, there is a higher risk our business will fail.

Our officers and directors have no formal training as geologists or in the technical aspects of management of an oil and gas company. Their prior business experiences have primarily been in finance and management. With no direct training or experience in these areas, our management may not be fully aware of the specific requirements related to working within this industry. Our management's decisions and choices may not take into account standard engineering or managerial approaches oil and gas companies commonly use. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry.

Because our officers and directors have other outside business activities and will only be devoting approximately 10-40 hours per week to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of exploration.

Because our officers and directors have other outside business activities and will only be devoting 10-40 hours per week to our operations, our operations may be sporadic and occur at times which are convenient to our officer and director. As a result, exploration, operations or development of the property may be periodically interrupted or suspended.

One of our officers and our sole director lives outside the United States, making it difficult for an investor to enforce liabilities in foreign jurisdictions.

We are a Nevada corporation and, as such, are subject to the jurisdiction of the State of Nevada and the United States courts for purposes of any lawsuit, action or proceeding by investors herein. An investor would have the ability to effect service of process in any action on our company within the United States. However, since one of our officers and our sole director resides outside the United States, substantially all or a portion of their assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon them or to enforce against them judgments obtained in



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 9 of 48



United States courts predicated upon the civil liability provisions of the federal securities laws of the United States or any state thereof.

Risks Related to the Market for our Stock

The market price of our common stock can become volatile, leading to the possibility of its value being depressed at a time when you may want to sell your holdings.

The market price of our common stock can become volatile. Numerous factors, many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly. These factors include: our earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the expectations of financial market analysts and investors; changes in financial estimates by us or by any securities analysts who might cover our stock; speculation about our business in the press or the investment community; significant developments relating to our relationships with our customers or suppliers; stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in our industry; customer demand for our products; investor perceptions of our industry in general and our company in particular; the operating and stock performance of comparable companies; general economic conditions and trends; announcements by us or our competitors of new products, significant acquisitions, strategic partnerships or divestitures; changes in accounting standards, policies, guidance, interpretation or principles; loss of external funding sources; sales of our common stock, including sales by our directors, officers or significant stockholders; and additions or departures of key personnel. Securities class action litigation is often instituted against companies following periods of volatility in their stock price. Should this type of litigation be instituted against us, it could result in substantial costs to us and divert our management’s attention and resources.

Moreover, securities markets may from time to time experience significant price and volume fluctuations for reasons unrelated to the operating performance of particular companies. These market fluctuations may adversely affect the price of our common stock and other interests in our company at a time when you want to sell your interest in us. We do not intend to pay dividends on shares of our common stock for the foreseeable future.

We have never declared or paid any cash dividends on shares of our common stock.

We intend to retain any future earnings to fund the operation and expansion of our business and, therefore, we do not anticipate paying cash dividends on shares of our common stock in the foreseeable future.

We may be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. If our common stock becomes a “penny stock,” we may become subject to Rule 15g-9 under the Exchange Act, or the Penny Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by the Penny Stock Rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

There can be no assurance that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 10 of 48



We are not likely to pay cash dividends in the foreseeable future.

We intend to retain any future earnings for use in the operation and expansion of our business. We do not expect to pay any cash dividends in the foreseeable future but will review this policy as circumstances dictate.

Our common stock is illiquid and subject to price volatility unrelated to our operations.

If a market for our common stock does develop, its market price could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting us or our competitors. In addition, the stock market itself is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

A large number of shares may be eligible for future sale and may depress our stock price.

We may be required, under terms of future financing arrangements, to offer a large number of common shares to the public, or to register for sale by future private investors a large number of shares sold in private sales to them.

Sales of substantial amounts of common stock, or a perception that such sales could occur, and the existence of options or warrants to purchase shares of common stock at prices that may be below the then-current market price of our common stock, could adversely affect the market price of our common stock and could impair our ability to raise capital through the sale of our equity securities, either of which would decrease the value of any earlier investment in our common stock.

Item 1B.

Unresolved Staff Comments

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2.

Properties

Our offices are located at 2nd Floor, Berkeley Square House, Berkeley Square, London, United Kingdom, W1J 6BD. The telephone number is +44 207-887-6189. Management believes the current premises are not sufficient for its future needs. The approximate monthly rent is US $510.  We plan to move our principal office to Independence, Kansas where the oil properties we purchased in January 2014 are located.

Kansas Acquisition

On January 27, 2014, we entered into and closed an asset purchase agreement with an unrelated third party to acquire three oil and gas leases.  The interests purchased by our company are leases to the following properties:

Brimer Lease

The Brimer lease measures approximately 177.0 acres and is located in Rutland, Montgomery County, Kansas. Legal well spacing in the state of Kansas is 330’ for gas and combination wells and 165’ for oil wells which allows for a potential 24 wells to be spaced on the location.

The lease currently holds 13 oil wells, with a gas pipeline “hot” tap located on premises. The assessed value per well which includes all rod and tubing above ground and below and shallow depth is considered $511,100. The total equipment on the lease is estimated to be $627,100 which includes the tank battery.

The wells on the lease were last actively produced in March 2013 when they produced approximately 32 bopd (barrels of oil per day). The lease is located within the depths of the Weiser sands where it is feasible to project production of 58 bopd. Multiplying the present worth factors set by the state of Kansas the estimated income stream per 12 months is $1,923,964 using the present stock prices at $92.00 per barrel that is set by the state of Kansas to be used for valuation purposes.



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 11 of 48



The lease also has a value including all equipment and injection system, above and below ground equipment including tank battery of $452,369,925 as derived using prescribed allowances set forth by the Kansas Department of Revenue Oil and Gas Division.

The Springer lease measures approximately 302 acres and is located in Rutland, Montgomery County, Kansas. Legal well spacing in the state of Kansas is 330’ for gas and combination wells and 165’ for oil wells which allows for a potential 41 wells to be spaced on the location

The lease currently holds 10 oil and gas wells, infrastructure and tank battery. The assessed value per well which includes all rods and tubing above ground and below and shallow depth is considered to be $511,100 and the total equipment on the lease is estimated to be $609,100 which includes the tank battery.

The wells on the lease were last actively produced in May 2011 when they produced approximately 75 bopd, in addition to gas production of 2,516 MCF (thousand cubic feet of natural gas)

Multiplying the present worth factors set by the state of Kansas the estimated income stream per 12 months is $1,816,560 using the present stock prices at $92.00 per barrel that is set by the state of Kansas to be used for valuation purposes.

The lease also has a value including all equipment and injection system, above and below ground equipment including tank battery of $299,722,830 as derived using prescribed allowances set forth by the Kansas Department of Revenue Oil and Gas Division.

Bell Lease

The Bell lease measures approximately 81 acres and is located in Rutland, Montgomery County, Kansas. Legal well spacing in the state of Kansas is 330’ for gas and combination wells and 165’ for oil wells which allows for a potential 12 wells to be spaced on the location.

The lease currently holds 5 oil wells without equipment and 2 wells ready to produce into a portable tank battery. The assessed value which includes all rod and tubing above ground and below and depth of 900-1100 ft. is considered to be $203,426 and the total equipment on the lease is estimated to be $89,100.

The wells on the lease were last actively produced in March 2012 when they produced approximately 31 bopd.

The lease is located within the depths of the Weiser sands where it is feasible to project production of 58 bopd. Multiplying the present worth factors set by the state of Kansas the estimated income stream per 12 months is $1,816,560 using the present stock prices at $92.00 per barrel that is set by the state of Kansas to be used for valuation purposes.

The lease also has a value including all equipment and injection system, above and below ground equipment including tank battery of $299,902,831 as derived using prescribed allowances set forth by the Kansas Department of Revenue Oil and Gas Division.

Development Sequence:

The Montgomery County acreages are cutting edge properties in a prime, sought after location with potential to bring in historically large amounts of oil and associated gas production.  Transmission lines are in place and in reach of the location for the gas production and the historical oil production of the area gives heed to a solid framework for the properties.  

The Bell lease has 7 work-over opportunities, Brimer has 13, and the Springer lease has 10. The Bell and Brimer leases are contiguous acreage that allows for both horizontal and vertical drilling. Our company is evaluating the option to extend the Springer lease to approximately 3,000 acres.

A recommended work program would be to re-establish the production that was present in the formidable 1980’s and 1990’s.  There is also the opportunity to drill new wells into the sought after formation.  Production of theses contiguous leases are very much coveted in the area for their history of production and their potential for a deeper well to tap into multiple formations.

More formally the following makes the basis for a possible development sequence:



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 12 of 48



1.

Schedule an inspection on entire leased acreage; gather equipment list and survey;

2.

Increase operators bond to operate wells;

3.

Schedule swabbing to be performed on shut-in wells for oil production;

4.

Put Authorization for Expenditure (“AFE”) together for equipping/re-working (up to 30) shut-in wells;

5.

Perform complete evaluation on drilling program;

6.

Put AFE together for new well locations;

7.

Drill & Complete new wells; and

8.

Develop field to include new and re-worked wells expected to exceed 40 wells.

Initial and Development Budget Proposal:

Action

Cost USD

Bond and Permitting fees

$20,000

Swabbing

$10,000

Equipping and re-working 10 shut in wells

$1,000,000

Total

$1,030,000

Secondary Development Budget Proposal:

Action

Cost USD

Bond and Permitting fees

$50,000

Swabbing

$20,000

Equipping and re-working 20 shut in wells

$2,000,000

1 Well Dry-hole cost

$300,000

Completion

$200,000

Total

$2,570,000

By researching the production of the area surrounding the Elk city acreage (Brimer, Bell and Springer leases) it would be reasonable to project a 31 Bbl of oil per well per day that is re-worked and brought back into production. That would be an increase in production for the Elk City oil and gas field of 10.3% in oil and a possible average increase of 8.9% production of gas in the Elk City field. That is a combined increase of 19.2% overall in the Elk City Field.  Current plays/production of the Elk City Field, which well depths range from 500-1200 feet, by re-working the wells that are not currently being produced.

There are several target areas within the leases that have been identified as prime drilling locations to the depth of the Mississippi Lime which have yielded in excess of 200-300 Bbl of oil a day in similar locations.  These locations and wells increase the area production to point that predictions of flow would be ten times the current daily production for the field which increases the profit margin and makes the locations significantly more valuable as the production numbers for 2013 are reported.  Current trends are showing that production numbers for 2013 in Southeast Kansas are on the incline.  

The Kansas Geologic Survey projects the duration of a well’s lifespan in the state of Kansas. Currently, the well life has been determined to exceed 30 years of continuous production.

Gas production from the 5 new wells could produce 32,000,000 cubic feet of gas yearly as reported when the field was first opened.  With current technologies it is possible to reach depths below the current play that also houses gas. Some suggestions using the figures that were reported to the state by the producers that purchased the gas the flowed from the Elk City Field suggests that at yearly rate of 108,000 cubic feet of gas per well totaling for all 5 wells a yearly production figure of 540,000 cubic feet of gas could be possible with the opening of the Mississippi Lime play in this location.

In consideration for the above leases, we issued 15,000,000 restricted shares of our common stock to three US persons.  The restricted shares were valued at USD$.20 per share.  We purchased 100% of the working interest subject to a 50% net profits interest to the seller when our company has recovered 100% of its funds spent on future costs such as new wells, reworking cost and other future costs.



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 13 of 48



Geological Setting

The Mississippi Lime Formation in Montgomery County Overview

The Mississippi Lime is having a significant resurgence in activity through the application of new drilling and completion techniques. Over the years, thousands of vertical wells have been completed in the Mississippi Lime. Vertical wells tapped small areas of the lime and production was totally dependent on porosity and permeability at that location.

Since permeability and porosity could run from nothing to 35%, success was measured on how lucky the driller was at hitting a sweet spot while wildcatting. However, current drilling technologies have made the Mississippi Lime a major target.

The Mississippi Lime is a conventional limestone reservoir that responds well to unconventional technologies; due to the heterogenic porosity development within the Mississippian formations it is advantageous to drill horizontal wells to interconnect a larger percentage of porosity with one well bore.

Fracture treatment of the formation during completion in addition to the horizontal placement of the well bore will add significant conduits for production of hydrocarbons adding significant recoverable reserves. These reserves would not be recovered with a conventional vertical well. The Mississippi Lime typically has a lower cost per well. In some cases, drilling and completion expense can total half and even a fourth of a typical unconventional well due to the low-horsepower required.

Most of the drilling concentrated on the Mississippian "Chat" at the top of section. “Chat”, which is not a geological term but a term used to describe the highly porous, water-bearing zone of reworked tripolyte that was redeposited on top of the solid member of the Mississippian formation. The "Chat" portion of the formation was considered a very good reservoir. It varied in thickness from a few feet to 80 feet and in some wells as much as 40 feet were porous.

To understand the oil placement in this area of Kansas one must look at the dynamics of the whole set of formations. On the top of the Mississippian age rocks are a group of impermeable Pennsylvanian age rocks that do not allow oil to migrate further upward. The first layer below the Pennsylvanian is the "Chat" zone mentioned above. Below the "Chat" are additional Mississippian formations called Chester, Manning, Meramec and Osage. Collectively, these are called the Mississippi Lime.

Within the last five years it has been determined that the Mississippi Lime is a valid target for horizontal drilling and vertical drilling with the current drilling technologies. Demonstrated below is the reality that the Mississippi Lime becomes a shallower drilling target in southeast Kansas than the rest of the formation play.

By passing the drill bit through nearly horizontal sections of formation one can intersect multiple porosity zones and fractures. The result is that horizontal wells can connect with far more of the oil formation than their vertical predecessors. Recent drilling has also taken advantage of the "fracking" process of completion. In this process the productive zones are fractured under pressure and those fractures are held open by the introduction of proppants (usually sand). This further enhances the amount of formation that can be drained by one well. "Fracking" has also made it possible to extract oil from low porosity and permeability zones that could not be produced from older vertical wells.

The upshot of horizontal drilling and fracking has been an exciting new oil boom that encompasses northern Oklahoma and southeastern Kansas. The average production from a vertical well in Kansas is 3 bopd with older drilling techniques. It was estimated that prior to 1985 the average well produced about 64,000 barrels of oil. These figures do not suggest big successful wells. However, if we look across the border to wells that have recently been drilled using current drilling technology, or the horizontal technique and fracking we can see why an oil boom is starting in Kansas. Oil wells have come in with initial production of over 1,000 barrels per day plus associated gas. For 860 new wells in Oklahoma the lime production averaged 297 bopd. This success is rapidly moving north.

The State of Kansas Reports that horizontal drilling nearly doubled between 2011 and 2012 and continues to increase. One recent well in Kansas began at 30 barrels of oil per hour and leveled off between 350 to 400 bopd. Between 2011 and 2012 state gas production doubled from 1.1 billion cubic feet of natural gas (BCF) to 2.4 BCF in the Mississippian lime. Oil production is rapidly climbing. There were less than 30 producing horizontal wells in 2011 and one year later there were over 130 producing wells.



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 14 of 48



The Mississippi Lime is sometimes overlooked in discussions on U.S. shale formations. The play, straddling the Oklahoma/Kansas border, has been drilled for decades with conventional vertical drilling practices. But horizontal drilling technology and hydraulic fracturing techniques are causing Oil and Gas Producers to take a second look at the formation.  The Mississippi Lime formation compares favorably to the well-known Bakken play.

Below is a comparison between Bakken and Mississippian plays.  The Mississippian play will be slightly smaller than the Bakken but can be drilled and completed at much less cost making it an attractive target for independent drillers.

Play Attributes

Bakken Shale Play

Mississippian Limestone Play

Estimated recoverable oil

2 to 24 billion bblsa

5.4 to 18.9 billion bbls

Average depth to oil

~9,000 ft.
(2,743 m)

~2,000 ft. (1,372 m)

Rock type

Organic-rich shale

Variety of
low-permeable
limestone

Average thickness

~40 ft. (12 m)

~50 ft. (15 m)

Average recoverable
oil/well

~350,000-850,000 bblsa

~50,000-350,000 bblsa

Average cost per well

$7,000,000

$3,000,000 Horizontal Drilling

$   500,000 Vertical Drilling

Gravity of oilb

42 °API with natural gas

30 °API with (or solely) natural gas

No. of horizontal wells

~2,000 as of mid-2012

113 (as of October 2012)

Acres per well

160, 640, or 1,280

160 (as of January 2013)

Max. Production rate recorded as of Jan. 2013

~7,000 bblsa/day

~850 bblsa/day

Statewide production in 2012

360,000 bblsa/day

115,000 bblsa/day

a barrels of oil
bAPI gravity is an arbitrary measurement of relative density. Less dense, or lighter, petroleum products are easier to refine and, therefore, have a higher value. Heavy oils, with lower API gravities, are less valuable. A value of 30 °API or higher is considered light.

Beyond the Mississippi Lime Formation

Some of the major players in the Mississippi Lime have identified exploring the Woodford Shale, a formation beneath the Mississippian Lime. In Kansas, the formation is also known as the Chattanooga Shale. It’s 50 to 100 feet thick and runs primarily through the southeastern and south-central portions of the state.  A 2010 U.S. Geological Survey study estimated there were nearly 400 million barrels of undiscovered oil in the Woodford Shale in Oklahoma, which is very feasible to have comparable numbers in the Shale reserve that is mirrored in southeast Kansas.

The Arbuckle is yet another formation of opportunity. The Arbuckle occurs at depths ranging from about 500 feet in southeastern Kansas to more than 7,000 feet in southwestern Kansas. Arbuckle strata thicken as a whole from north to south and are thickest, up to 1,390 feet, in the southeastern corner of Kansas. It has produced 36 percent of the total oil from 21 oil fields over the last 100 years. It has been described as having columns of oil and gas, which generally are near the top.

Rocks of the Arbuckle Group are composed mostly of light gray to white vuggy, cherty dolomite. The unit has been subdivided and correlated with equivalent exposed strata in adjacent states by study of insoluble residues. Stratigraphic traps in the Arbuckle are also a possibility where porous beds within it may truncate along the flanks of an anticline. In cases such as this, the oil in the Arbuckle may not necessarily be found at the culmination, or highest point, of the anticline. Correlation and mapping of porosity zones within the Arbuckle and their subcrop pattern as they are truncated by an overlying unconformity may be useful in finding these types of stratigraphic traps.



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 15 of 48



The Arbuckle Group consists of Upper Cambrian and Lower Ordovician deposits. Production from the Arbuckle Dolomite occurs primarily in the north central part of the area with both oil and gas being present. Production is generally found in structurally high porosity zones, many of which may be termed paleogeoraphic or erosional traps.

The group includes the Eminence Dolomite, Gasconade Dolomite, Roubidoux Formation, Jefferson City Dolomite, and Cotter Dolomite. The Eminence is Late Cambrian in age; the other formations are Early Ordovician in age. "Arbuckle" sometimes is used for all rocks between the top of the LaMotte Sandstone and the base of the Simpson Group. Some authors restrict the term "Arbuckle" to rocks of Ordovician age.

The Arbuckle Group consists mainly of white, buff, light-gray, cream, and brown crystalline dolomite. Chert is common in the upper part. Where the LaMotte Sandstone is absent, the Bonneterre Dolomite and Arbuckle rocks commonly overlie the Precambrian. The Arbuckle Group has an aggregate thickness exceeding 1,200 feet, and thickens toward Oklahoma and Missouri.

Newly submitted drilling permits and the corresponding rig counts are forward leading indicators of increasing production. All figures are reported to the Kansas Geologic Survey and the Kansas Corporation Commission. The KCC is the regulatory agency along with the Kansas Dept. of Revenue that monitor oil and gas production sold across the state.

Rig count is up in both Oklahoma and Kansas. Big and small oil companies are betting on this play to be similar but smaller than the Bakken of North Dakota.

Lease prices for land have jumped from less than $10/acre to over $1,000/acre. New technology approaches being applied to this proven area have turned around an area with declining oil production. Southeast Kansas is quickly becoming the rising star among oil and gas plays in the United States.

The emergence of horizontal drilling and fracking in the central midwest is creating oil boom that encompasses northern Oklahoma and southeastern Kansas. The average production from a vertical well in Kansas is 3 bopd with older drilling techniques. It was estimated that prior to 1985 the average well produced about 64,000 barrels of oil. These figures do not suggest big successful wells. However, if we look across the border to wells that have recently been drilled using current drilling technology, or the horizontal technique and fracking we can see why an oil industry may be beginning in Kansas. Oil wells have come in with initial production of over 1,000 barrels per day plus associated gas.

Item 3.

Legal Proceedings

We know of no material, existing or pending legal proceedings against us, 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 company.

Item 4.

Mine Safety Disclosures

Not applicable.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our shares have been quoted on the OTC Bulletin Board (“OTCBB”) under the symbol “ADCM” since November 27, 2012.  Previously our shares were quoted on the OTCBB under the symbol "IXPL" from March 1, 2011. Our stock symbol changed from "IXPL" to "ADMC" to better reflect the new name of our company. The symbol change became effective with the OTCBB at the opening of trading on November 27, 2012.  Trading in stocks quoted on the OTCBB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business prospects. We cannot assure you that there will be a market for our common stock in the future.

OTCBB securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTCBB securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTCBB issuers are



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 16 of 48



traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

The following quotations, obtained from Yahoo Finance, reflect the high and low bids for our common shares based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

OTC Bulletin Board

Quarter Ended(1)

High

Low

January 31, 2014

$0.12

$0.08

October 31, 2013

$0.17

$0.10

July 31, 2013

$0.17

$0.15

April 30, 2013

$0.60

$0.11

January 31, 2013

$0.74

$0.52

October 31, 2012

$Nil

$Nil

July 31, 2012

$Nil

$Nil

April 30, 2012

$Nil

$Nil

January 31, 2012

$Nil

$Nil

(1) Our shares of common stock first traded on December 4, 2012.

Our common shares are issued in registered form. The stock transfer agent for our securities is Empire Stock Transfer, 1859 Whitney Mesa Dr. Henderson, NV 89014

Holders

On May 20, 2014 we have 21 shareholders and 48,361,630 common shares outstanding.  

Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

Equity Compensation Plan Information

We do not have any equity compensation plans.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

On October 15, 2013, we issued 300,000 shares of our common stock at $0. 10 per share for a total offering price of $150,000 upon the closing of a private placement.  The common shares were issued to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933.

On October 30, 2013, we issued 150,000 shares of our common stock at $0.10 per share for a total offering price of $15,000 upon the closing of a private placement.  The common shares were issued to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933

On March 26, 2014, we issued 400,000 shares of our common stock at $0.10 per share for a total offering price of $40,000 upon the closing of a private placement.  The common shares were issued to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933.



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 17 of 48



On April 21, 2014, we issued 15,000,000 shares of our common stock at $0.20 per share for a total consideration of $3,000,000 pursuant to the terms of Asset Purchase Agreement dated January 27, 2014.  The common shares were issued to three US person based on exemptions from registration found in Section 4(2) of the Securities Act of 1933, as amended.

On May 15, 2014, we issued 400,000 shares of our common stock at $0.10 per share for a total offering price of $40,000 upon the closing of a private placement.  The common shares were issued to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933.

On May 15, 2014, we issued 390,000 shares of our common stock at a deemed price of $0.20 per share for a total price of $78,000 for services rendered to our company by our chief financial officer, Thomas L. Crom, III, pursuant to the terms of his employment agreement with our company.  The common shares were issued to one U.S. person, in a transaction relying on Regulation 144 of the Securities Act of 1933.

On May 19, 2014, we issued 350,000 shares of our common stock at $0.10 per share for a total offering price of $35,000 upon the closing of a private placement.  The common shares were issued to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933.

On May 19, 2014, we issued 330,000 shares of our common stock at a deemed price of $0.20 per share for a total price of $66,000 for services rendered to our company by our advisory board members, pursuant to the terms of their advisory board agreements.  The common shares were issued to two U.S. person, in a transaction relying on Regulation 144 of the Securities Act of 1933.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal years ended January 31, 2014 and 2013.

Item 6.

Selected Financial Data

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Results of Operations

Summary for years ending January 31, 2014 and 2013

 

 

Year ended

January 31,

2014

 

 

Year ended

January 31,

2013

 

 

Period From

January 6, 2010 (Inception)

to January 31,

2014

 

Revenue*

$

Nil

 

$

Nil

 

$

Nil

 

Operating expenses

$

1,905,051 

 

$

99,642 

 

$

2,046,672 

 

Net loss

$

(1,905,051)

 

$

(99,642)

 

$

(2,046,672)

 


*During the year ended January 31, 2013, our company had debt cancelled of $9,263 which our company has excluded from this table.



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 18 of 48






 Expenses

Our operating expenses for the years ended January 31, 2014 and 2013 are outlined in the table below:

 

 

Year ended

January 31,

2014

 

 

Year ended

January 31,

2013

 

 

Period From

January 6, 2010

(Inception) to

January 31, 2014

 

General and administrative

$

47,755

 

$

25,537

 

$

84,071

 

Mineral property evaluation

$

1,539,509

 

$

26,000

 

$

1,579,509

 

Professional fees

$

317,787

 

$

57,368

 

$

392,355

 

Revenue

We have not earned any revenues from operations since our inception and we do not anticipate earning revenues in the upcoming quarter.

Liquidity and Financial Condition

Working Capital

 

 

As at

 

 

 

January 31,

 

 

 

2014

 

 

2013

 

Current assets

$

50

 

$

11,842

 

Current liabilities

 

3,652,798

 

 

2,264,429

 

Working capital

$

(3,652,748)

 

$

(2,264,429)

 


Cash Flows

 

 

 

 

 

 

 

 

Year Ended

 

 

 

January 31,

 

 

 

2014

 

 

2013

 

Cash flows from (used in) operating activities

$

(1,059,390)

 

$

(1,914,399)

 

Cash flows provided by (used in) investing activities

 

3,284,034

 

$

(2,715,966)

 

Cash flows provided by (used in) financing activities

 

4,333,924

 

$

790,716

 

Net increase (decrease) in cash during period

$

(9,500)

 

$

(10,911)

 

We have generated no revenue since inception and have incurred $1,579,509 in expenses through January 31, 2014. We had a net loss of $1,905,051 and $99,642 for the years ended January 31, 2014 and 2013, respectively. These expenses consisted of professional fees, administrative expenses and exploration expenses.

Our cash in the bank at January 31, 2014 was $50, with $3,652,798 in outstanding liabilities.

Going Concern

We are an exploration stage company and currently have no operations. Our independent auditor has issued an audit opinion for our company which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

Off-Balance Sheet Arrangements

We have no 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 is material to stockholders.



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 19 of 48



Plan of Operation

We are now investigating other properties on which exploration could be conducted and other business opportunities to enhance shareholder value. If we are unable to find another property or business opportunity, our shareholders will lose some or all of their investment and our business will likely fail.

Critical Accounting Policies  

Principles of Consolidation

We generally act as a sole proprietor, but may enter joint agreements with other companies in an effort to achieve our stated operating objectives. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, and include our accounts and our wholly-owned subsidiary, SUDAM Diamonds Ltd., (collectively, the “company”). SUDAM Diamonds Ltd. was dissolved on May 13, 2014. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates and Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash equivalents comprise certain highly liquid instruments with an original maturity of three months or less when purchased. At the reporting dates, cash and cash equivalents consist of cash and funds invested in money market accounts.

Investments

Our company measures its investments based on a fair value hierarchy disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is affected by a number of factors, including the type of asset or liability and their characteristics. This hierarchy prioritizes the inputs into three broad levels as follows:

 

Level 1—Quoted prices in active markets for identical instruments.

 

 

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

 

 

Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Our company categorizes its investments as either trading, available for sale, or held to maturity.  Our company does not hold any securities for trading purposes or that we believe would be considered held to maturity.  Our company’s investments are comprised of available-for-sale securities and are carried at fair value with unrealized gains and losses, net of applicable income taxes, recorded within accumulated other comprehensive income.  Our company reviews its investments quarterly for declines in market value that are other than temporary in addition to re-evaluating the investment classification.



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 20 of 48



Fair Value of Financial Instruments

Our company’s financial instruments consist of cash and cash equivalents, investments, accounts payable, notes payables, loans from shareholders and accrued expenses. Our company considers the carrying values of its financial instruments in the financial statements to approximate their fair value due to the short term nature of such items. The fair values of our company's debt instruments are calculated based on debt with similar maturities, credit quality and current market rates of interest. Unless otherwise noted, it is management’s opinion that our company is not exposed to significant interest risks arising from these financial instruments.

Concentrations

Financial instruments, which could potentially subject our company to credit risk, consist primarily of cash, cash equivalents and investments. Our company maintains its cash in bank deposit accounts insured by the Federal Deposit Insurance Corporation. Our company’s account balances, at times, may exceed federally insured limits. Our company has not experienced material losses in such accounts, and believes it is not exposed to any significant credit risk with respect to its cash accounts.

Our company’s operations are all related to the oil and gas industry. A reduction in oil and gas prices or other disturbances in the oil and gas market could have an adverse effect on our company’s operations.

Oil and Gas Properties, Oil and Gas Payments and Exploration Expenses

Our company capitalizes all costs related to the acquisition of oil and gas properties and our company expenses all costs related to the maintenance and exploration of the unproven oil and gas properties to which we have secured exploration or development rights. If and when our company has demonstrated that the oil and gas can be profitability produced, then subsequent development costs of the property will be capitalized.

Once capitalized, such costs will be amortized using the units-of-production method over the estimated life of the probable oil and gas reserves.

Our company assesses the carrying costs for impairment under ASC 930 Extractive Activities – Mining (AS 930) annually. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Property Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is recorded on the straight-line basis over estimated useful lives that range from three to five years, but do not exceed the useful life of the individual asset. Normal maintenance and repairs are charged to operations while expenditures for major maintenance and improvements are capitalized. When assets are retired or sold, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss arising from such disposition is included in the consolidated statement of activities.

Impairment of Long-Lived Assets

Management reviews and evaluates the net carrying value of all facilities, including idle facilities, for impairment at least annually, or upon the occurrence of other events or changes in circumstances that indicate that the related carrying amounts may not be recoverable. We estimate the net realizable value of each property based on the estimated undiscounted future cash flows that will be generated from operations at each property, the estimated salvage value of the surface plant and equipment and the value associated with property interests. All assets of an operating segment are evaluated together for purposes of estimating future cash flows.



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 21 of 48



Although management has made a reasonable estimate of factors based on current conditions and information, assumptions underlying future cash flows are subject to significant risks and uncertainties. Estimates of undiscounted future cash flows are dependent upon estimates of metals to be recovered from ore mineralization, and to some extent, identified resources beyond initial mineralization, future production and capital costs and estimated metals prices (considering current and historical prices, forward pricing curves and related factors) over the estimated remaining mine life. It is reasonably possible that changes could occur in the near term that could adversely affect our estimate of future cash flows to be generated from our operating properties. If undiscounted cash flows including an asset’s fair value are less than the carrying value of a property, an impairment loss is recognized. Our company has determined that no impairment exists pertaining to its long-lived assets.

Environmental Costs

Environmental expenditures that relate to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or our company’s commitments to plan of action based on the then known facts. Management has determined that recording a liability pertaining to environmental expenditures as of January 31, 2014 is not needed.

Asset Retirement Obligations

Our company follows ASC 410-20, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and normal use of the asset.

ASC 410-20 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, our company will recognize a gain or loss on settlement. Our company has no oil and gas projects in production as of January 31, 2014, and the asset retirement obligations are usually created as part of the production process. Accordingly, at January 31, 2014, our company had no asset retirement obligations.

Income Tax

Our company accounts for income taxes under ASC 740, Income Taxes. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. ASC 740 also requires that uncertain tax positions are evaluated in a two-step process, whereby (1) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with the related tax authority would be recognized.

Revenue Recognition

We plan to recognize revenue from the sale of product when an agreement of sale exists, product delivery has occurred, title has transferred to the customer and collection is reasonably assured. The price to be received is based upon terms of a sales contract. Our company has not generated revenue activity for the periods presented in the consolidated financial statements.



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 22 of 48



Stock Based Compensation

Our company has adopted ASC 718, Stock Compensation, which requires our company to measure the compensation cost of stock options and other stock-based awards to employees and directors at fair value at the grant date and recognize compensation expense over the requisite service period for awards expected to vest. Our company has not issued stock options in 2013 or 2014. Our company issues stock for payment of certain professional fees and these stock issuances are expensed based on the market value of the stock on the date granted. Our company expenses these professional fees at the time of stock issuance as the stock issuance date approximates the date the services are performed.

Per Share Data

Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the year. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to warrants, convertible notes and convertible preferred stock.

There were no stock options, warrants or convertible notes or convertible preferred stock outstanding at January 31, 2013 and 2014.

Recent Accounting Pronouncements

Fair Value Measurements and Disclosures ASC 820, Improving Disclosures about Fair Value Measurements: In January 2010, the Financial Accounting Standards Board (FASB) issued accounting guidance intended to improve disclosures related to fair value measurements. This guidance requires significant transfers in and out of Level 1 and Level 2 fair value measurements to be disclosed separately along with the reasons for the transfers. Additionally, in the reconciliation for the fair value measurements using significant unobservable inputs (Level 3), information about purchases, sales, issuances and settlements must be presented separately (cannot net as one number). This guidance also provides clarification for existing disclosures on (i) level of disaggregation and (ii) inputs and valuation techniques. In addition, this guidance includes conforming amendments for employers’ disclosure of postretirement benefit plan assets. This guidance was effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are required for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of ASC 820 did not have a material impact on our company’s consolidated results of operations or financial position.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

 As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 8.

Financial Statements and Supplementary Data

Our audited annual financial statements for the years ended January 31, 2014 and 2013 and cumulative from inception form part of this annual report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.




ADMC Form 10K/A January 31, 2014                                                                                                                   Page 23 of 48





AMERICAS DIAMOND MINING CORPORATION

(An Exploration Stage Company)

January 31, 2014 and 2013


INDEX TO THE FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

 

25

Consolidated Balance Sheets at January 31, 2014 and 2013

 

26

Consolidated Statements of Operations for the Fiscal Year Ended January 31, 2014 and 2013 and for the Period from January 6, 2010 (Inception) through January 31, 2014

 

27

Statements of Cash Flows for the Fiscal Year Ended January 31, 2014 and 2013 and for the Period from January 6, 2010 (Inception) through January 31, 2014

 

28

Consolidated Statement of Stockholders’ Deficit for the Period from January 6, 2010 (Inception) through January 31, 2014

 

29

Notes to the Financial Statements

 

30




ADMC Form 10K/A January 31, 2014                                                                                                                   Page 24 of 48



GEORGE STEWART, CPA

316 17TH AVENUE SOUTH

SEATTLE, WASHINGTON 98144

(206) 328-8554  FAX(206) 328-0383


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors

American Diamond Corp.



I have audited the accompanying balance sheets of American Diamond Corp. (An Exploration Stage Company) as of January 31, 2014 and 2013, and the related statements of operations, stockholders’ equity and cash flows for the years ended January 31, 2014 and 2013 and for the period from January 6, 2010 (inception), to January 31, 2014.  These financial statements are the responsibility of the Company’s management.  My responsibility is to express an opinion on these financial statements based on my audit.


I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  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.  I believe that my audit provides a reasonable basis for my opinion.


In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of American Diamond Corp., (An Exploration Stage Company) as of January 31, 2014 and 2013, and the results of its operations and cash flows for the years ended January 31, 2014 and 2013 and the period from January 6, 2010 (inception), to January 31, 2014 in conformity with generally accepted accounting principles in the United States of America.


The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note # 10 to the financial statements, the Company has had no operations and has no established source of revenue.  This raises substantial doubt about its ability to continue as a going concern.  Management’s plan in regard to these matters is also described in Note # 10.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/S/ George Stewart


Seattle, Washington

May 27, 2014





ADMC Form 10K/A January 31, 2014                                                                                                                   Page 25 of 48



AMERICAS DIAMOND MINING CORPORATION

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

(Expressed in US dollars)

(Audited)


 

January 31,

January 31,

 

2014

2013

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

Cash and cash equivalents

$

50 

$

9,550 

Prepaid expenses

-0- 

2,292 

 

 

 

Total current assets

50 

11,842 

 

 

 

Mineral properties  (Note 2 and 3)

-0- 

980,966 

 

 

 

Plant and equipment

-0- 

1,735,000 

 

 

 

Oil & Gas properties

6,000,000 

-0- 

 

 

 

Total assets

6,000,050 

2,727,808 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

Current Liabilities

 

 

Accounts payable and accrued liabilities (Note 4)

$

173,463 

$

633,713 

Short term note-Oil purchase (Note 5)

270,000 

-0- 

Equipment Note payable (Note 4 )

-0- 

840,000 

Shares to be issued (Note 6)

3,209,335 

790,716 

Total current liabilities

3,652,798 

2,264,429 

Long term Liabilities

 

 

Long term equipment note

-0- 

545,000 

     Long term note

548,209 

 

     Long term note-Oil purchase (Note 5)

2,730,000 

 

 

 

 

Commitments and contingencies (Note11)

 

 

 

 

 

Stockholders' equity

 

 

Common stock (Note 8) ($0.001 par value)

 

 

Authorized 375,000,000 common shares with $0.001 par value

 

 

Issued and outstanding

 

 

31,891,630 common shares (January 31, 2013 – 30,000,000)

31,892 

30,000 

Additional paid-in capital

1,083,823 

30,000 

Deficit

(2,046,672)

(141,621)

 

 

 

Total stockholders' equity

(930,957)

(81,621)

 

 

 

Total liabilities and stockholders’ equity

$

6,000,050 

$

2,727,808 

 

 

 

Nature of operations (Note 1)

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.




ADMC Form 10K/A January 31, 2014                                                                                                                   Page 26 of 48



AMERICAS DIAMOND MINING CORPORATION

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in United States dollars)

(Audited)


 

Year Ended

January 31,

2014

Year Ended

January 31,

2013

January 6, 2010

(Inception) through

January 31

2014

 

 

 

 

 EXPENSES

 

 

 

Professional fees

317,787 

57,368 

392,355 

General and administration

47,755 

25,537 

84,071 

Depreciation

-0- 

-0- 

-0- 

 

365,542 

82,905 

476,426 

 

 

 

 

Loss before other items

(365,542)

(82,905)

(476,427)

Other items

 

 

 

Interest and other income (expense)

-0- 

9,263 

9,263 

Mineral property evaluation

(1,539,509)

(26,000)

(1,579,509)

 

(1,539,509)

(16,737)

(1,570,246)

Loss for the period

$

(1,905,051)

$

(99,642)

$

(2,046,672)

 

 

 

 

Basic and fully diluted loss per share

$

(0.0606)

$

(0.0033)

$

-0- 

 

 

 

 

Weighted average number of shares outstanding

31,424,973 

30,000,000 

 

 

The accompanying notes are an integral part of these consolidated financial statements.



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 27 of 48



AMERICAS DIAMOND MINING CORPORATION

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in US dollars)

(Audited)


 

 


Year Ended

January 31,

2014


Year Ended

January 31,

2013

January 6, 2010

(Inception)

through

January 31,

2014

 

 

 

 

 

Operating activities

 

 

 

 

Loss for the period

 

(1,905,051)

(99,642)

(2,046,672)

Items not affecting cash:

 

 

 

 

Stock based compensation

 

99,333 

37,500 

136,833 

Depreciation

 

-0- 

-0- 

(-0-)

Sub-total

 

(1,805,718)

(62,142)

(1,909,839)

Changes in non-cash working capital items

 

 

 

 

Deposits

 

-0- 

-0- 

-0- 

Equipment debt

 

(1,385,000)

1,385,000 

-0- 

Short term

 

270,000 

-0- 

270,000 

Other debt-oil and mining company

 

2,319,286 

 

3,072,502 

Prepaid expense

 

2,292 

2,292 

-0- 

Accounts payable and accrued liabilities

 

(460,250)

599,644 

173,463 

 

 

(1,059,390)

(1,914,399)

(1,606,126)

Investment activities

 

 

 

 

Mineral properties and deferred exploration costs

 

980,966 

(980,966)

-0- 

Purchase of plant and equipment

 

1,735,000 

(1,735,000)

-0- 

Oil & Gas Assets

 

(6,000,000)

-0- 

6,000,000 

Cash provided by (used by) investment activities

 

(3,284,034)

(2,715,966)

(6,000,000)

 

 

 

 

 

Financing activities

 

 

 

 

Share capital issued-net of issuance costs

 

1,892 

-0- 

31,892 

Share subscriptions

 

1,053,823 

790,716 

1,083,823 

Repayment of short-term loans

 

548,209 

-0- 

548,209 

Other debt

 

2,730,000 

-0- 

2,730,000 

 

 

 

 

 

Cash provided by financing activities

 

4,333,924 

790,716 

4,393,924 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents during the period

 

(9,500)

(10,911)

50 

 

 

 

 

 

Cash and cash equivalents, beginning of the period

 

9,550 

20,461 

-0- 

 

 

 

 

 

Cash and cash equivalents, end of the period

 

50 

9,550 

50 

 

 

 

 

 

Supplementary information:

 

 

 

 

Interest paid (received), net

 

$

13,860 

$

-0- 

$

-0- 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.




ADMC Form 10K/A January 31, 2014                                                                                                                   Page 28 of 48



AMERICAS DIAMOND MINING CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

FROM JANUARY 10, 2010 (INCEPTION) THROUGH THE YEAR ENDED JANUARY 31, 2014


  

Common Stock

 

 

 

 

 

 

 

  

Shares

 

 

Dollars

 

Additional

Paid-in Capital

 

Accumulated

Deficit

 

Total

 

  

 

 

 

 

 

 

 

 

 

 

 

 Inception 1/6/2010

 

 

-0-

 

 

$

-0-

$

(-0-)

 

$

-0- 

 

$

(-0-)

 

 Stock Issued

 

 

3,000,000

 

 

 

3,000

 

12,000 

 

 

 

 

 

15,000 

 

 Net loss

 

 

 

 

 

 

 

 

 

 

 

(810)

 

 

(810)

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Balances 1/31/10

 

 

3,000,000

 

 

$

3,000

$

12,000 

 

$

(810)

 

$

14,190 

 

 Stock Issued

 

 

3,000,000

 

 

 

3,000

 

42,000 

 

 

 

 

 

45,000 

 

 Net loss

 

 

 

 

 

 

 

 

 

 

 

(18,507)

 

 

(18,507)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Balances 1/31/11

 

 

6,000,000

 

 

 

6,000

 

54,000 

 

 

(19,317)

 

 

40,683 

 

 Net loss

 

 

 

 

 

 

 

 

 

 

 

(22,662)

 

 

(22,662)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Balances 1/31/12

 

 

6,000,000

 

 

 

6,000

 

54,000 

 

 

(41,979)

 

 

18,021 

 

 Share split

 

 

24,000,000

 

 

 

24,000

 

(24,000)

 

 

 

 

 

 

 

 Net loss

 

 

 

 

 

 

 

 

 

 

 

(99,642)

 

 

(99,642)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Balances 1/31/13

 

 

30,000,000

 

 

$

30,000

$

30,000 

 

$

(141,621)

 

$

(81,621)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Stock Issued

 

 

1,891,630

 

 

 

1,892

 

1,053,823          

 

 

 

 

 

1,055,715 

 

 Net loss

 

 

 

 

 

 

 

 

 

 

 

(1,905,051)

 

 

(1,905,051)

 

 Balances 1/31/14

 

 

31,891,630

 

 

$

31,892

$

1,083,823 

 

$

(2,046,672)

 

$

(930,957)

 


The accompanying notes are an integral part of these consolidated financial statements.



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 29 of 48



AMERICAS DIAMOND MINING CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US dollars)

(Audited)

January 31, 2014




NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


NATURE OF OPERATIONS


We are an oil and gas company dedicated to sourcing and securing domestic energy solutions through the exploration, development and production of onshore oil and natural gas reserves to maximize shareholder value. The Company operates in one reporting segment.


PRINCIPLES OF CONSOLIDATION


We generally act as a sole proprietor, but may enter joint agreements with other companies in an effort to achieve our stated operating objectives. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, and include our accounts and our wholly-owned subsidiary, SUDAM Diamonds Ltd., (collectively, the “company”). SUDAM Diamonds Ltd. was dissolved on May 13, 2014. All significant intercompany balances and transactions have been eliminated in consolidation.


USE OF ESTIMATES AND PREPARATION OF FINANCIAL STATEMENTS


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


CASH AND CASH EQUIVALENTS


Cash equivalents comprise certain highly liquid instruments with an original maturity of three months or less when purchased. At the reporting dates, cash and cash equivalents consist of cash and funds invested in money market accounts.


INVESTMENTS


The Company measures its investments based on a fair value hierarchy disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is affected by a number of factors, including the type of asset or liability and their characteristics. This hierarchy prioritizes the inputs into three broad levels as follows:

 

 

Level 1—Quoted prices in active markets for identical instruments.

 

 

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

 

 

Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 30 of 48



The Company categorizes its investments as either trading, available for sale, or held to maturity.  The Company does not hold any securities for trading purposes or that we believe would be considered held to maturity.  The Company’s investments are comprised of available-for-sale securities and are carried at fair value with unrealized gains and losses, net of applicable income taxes, recorded within accumulated other comprehensive income.  The Company reviews its investments quarterly for declines in market value that are other than temporary in addition to re-evaluating the investment classification.

  

FAIR VALUE OF FINANCIAL INSTRUMENTS


The Company’s financial instruments consist of cash and cash equivalents, investments, accounts payable, notes payables, loans from shareholders and accrued expenses.  The Company considers the carrying values of its financial instruments in the financial statements to approximate their fair value due to the short term nature of such items. The fair values of the Company's debt instruments are calculated based on debt with similar maturities, credit quality and current market rates of interest. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest risks arising from these financial instruments.


CONCENTRATIONS


Financial instruments, which could potentially subject the Company to credit risk, consist primarily of cash, cash equivalents and investments. The Company maintains its cash in bank deposit accounts insured by the Federal Deposit Insurance Corporation. The Company’s account balances, at times, may exceed federally insured limits. The Company has not experienced material losses in such accounts, and believes it is not exposed to any significant credit risk with respect to its cash accounts.


The Company’s operations are all related to the minerals and mining industry. A reduction in oil and gas prices or other disturbances in the oil and gas market could have an adverse effect on the Company’s operations.


OIL AND GAS PROPERTIES, MINERAL CLAIM PAYMENTS AND EXPLORATION EXPENSES


The Company capitalizes all costs related to the acquisition of oil and gas properties and the Company expenses all costs related to the maintenance and exploration of the unproven mineral properties to which it has secured exploration rights. If and when The Company has demonstrated that the mineralization can be profitability mined, then subsequent development costs of the property will be capitalized.


Once capitalized, such costs will be amortized using the units-of-production method over the estimated life of the probable oil and gas.


The Company assesses the carrying costs for impairment under ASC 930 Extractive Activities – (AS 930) annually. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the oil and gas property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. If oil and gas properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.


PROPERTY PLANT AND EQUIPMENT


Property, plant and equipment are recorded at cost. Depreciation is recorded on the straight-line basis over estimated useful lives that range from three to five years, but do not exceed the useful life of the individual asset. Normal maintenance and repairs are charged to operations while expenditures for major maintenance and improvements are capitalized. When assets are retired or sold, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss arising from such disposition is included in the consolidated statement of activities.




ADMC Form 10K/A January 31, 2014                                                                                                                   Page 31 of 48



IMPAIRMENT OF LONG-LIVED ASSETS


Management reviews and evaluates the net carrying value of all facilities, including idle facilities, for impairment at least annually, or upon the occurrence of other events or changes in circumstances that indicate that the related carrying amounts may not be recoverable. We estimate the net realizable value of each property based on the estimated undiscounted future cash flows that will be generated from operations at each property, the estimated salvage value of the surface plant and equipment and the value associated with property interests. All assets of an operating segment are evaluated together for purposes of estimating future cash flows.


Although management has made a reasonable estimate of factors based on current conditions and information, assumptions underlying future cash flows are subject to significant risks and uncertainties. Estimates of undiscounted future cash flows are dependent upon estimates of metals to be recovered from ore mineralization, and to some extent, identified resources beyond initial mineralization, future production and capital costs and estimated metals prices (considering current and historical prices, forward pricing curves and related factors) over the estimated remaining mine life. It is reasonably possible that changes could occur in the near term that could adversely affect our estimate of future cash flows to be generated from our operating properties. If undiscounted cash flows including an asset’s fair value are less than the carrying value of a property, an impairment loss is recognized. The Company has determined that no impairment exists pertaining to its long-lived assets.


ENVIRONMENTAL COSTS


Environmental expenditures that relate to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts. Management has determined that recording a liability pertaining to environmental expenditures as of January 31, 2014 is not needed.


ASSET RETIREMENT OBLIGATIONS


The Company follows ASC 410-20, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and normal use of the asset.


ASC 410-20 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement. The Company has no oil and gas projects in production as of January 31, 2014, and the asset retirement obligations are usually created as part of the production process. Accordingly, at January 31, 2014, the Company had no asset retirement obligations.


INCOME TAX


The Company accounts for income taxes under ASC 740, Income Taxes. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. ASC 740 also requires that uncertain tax positions are evaluated in a two-step process, whereby (1) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with the related tax authority would be recognized.



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 32 of 48



REVENUE RECOGNITION


We plan to recognize revenue from the sale of product when an agreement of sale exists, product delivery has occurred, title has transferred to the customer and collection is reasonably assured. The price to be received is based upon terms of a sales contract. The Company has not generated revenue activity for the periods presented in the consolidated financial statements.


STOCK BASED COMPENSATION


The Company has adopted ASC 718, Stock Compensation, which requires the Company to measure the compensation cost of stock options and other stock-based awards to employees and directors at fair value at the grant date and recognize compensation expense over the requisite service period for awards expected to vest. The Company has not issued stock options in 2013 or 2014. The Company issues stock for payment of certain professional fees and these stock issuances are expensed based on the market value of the stock on the date granted. The Company expenses these professional fees at the time of stock issuance as the stock issuance date approximates the date the services are performed.


PER SHARE DATA


Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the year. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to warrants, convertible notes and convertible preferred stock.


There were no stock options, warrants or convertible notes or convertible preferred stock outstanding at January 31, 2014 and 2013.


RECENT ACCOUNTING PRONOUNCEMENTS


Fair Value Measurements and Disclosures ASC 820, Improving Disclosures about Fair Value Measurements: In January 2010, the Financial Accounting Standards Board (FASB) issued accounting guidance intended to improve disclosures related to fair value measurements. This guidance requires significant transfers in and out of Level 1 and Level 2 fair value measurements to be disclosed separately along with the reasons for the transfers. Additionally, in the reconciliation for the fair value measurements using significant unobservable inputs (Level 3), information about purchases, sales, issuances and settlements must be presented separately (cannot net as one number). This guidance also provides clarification for existing disclosures on (i) level of disaggregation and (ii) inputs and valuation techniques. In addition, this guidance includes conforming amendments for employers’ disclosure of postretirement benefit plan assets. This guidance was effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are required for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of ASC 820 did not have a material impact on the Company’s consolidated results of operations or financial position.


NOTE 2 – ACQUISITION OF ASSETS


2013 Asset Purchase Agreement – Kansai Mining Corporation


Pursuant to a 2013 Asset Purchase Agreement by and among the Company, SUDAM and Kansai Mining Corporation, the Company acquired the assets associated with a diamond project in Venezuela in two parts: first two diamond leases (Natal I and Natal II) owned by Compania Minera Adamantine (“CMA”), a corporation formed in Venezuela and the second part consisting of plant and equipment comprising a 3-stage treatment plant, a 50-70 TPH scrubber and 10 TPH DMS plant and X-Ray final recovery section from Bateman’s in South Africa.


In October 2013 the Company wrote off all capitalized costs associated with this property.


ASC 930-805, states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 805. ASC 805 requires that mineral rights be recognized at fair value as of the acquisition date.  ASC 930-805-30-1 and 30-2 provides that in fair valuing mineral assets, an acquirer should take into account both:



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 33 of 48




  

·

The value beyond proven and probable reserves (VBME) to the extent that a market participant would include VBME in determining the fair value of the assets.

  

·

The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants.


In order to fair value the mineral rights acquired, management utilized a compilation and review report prepared by a third-party which documented the estimated proven and probable reserves related to the Natal property. Based on these findings, management estimated the VBME and the Company determined that the fair value of the total consideration paid of $980,967 resulting from the Asset Purchase Agreement should be allocated to the mineral rights acquired. The Company has recorded the acquired mineral rights fair value as Mineral properties on the consolidated balance sheet as a separate component of property, plant and equipment. As the mineral rights represent a tangible asset, the assigned fair value should be amortized over the useful life of the mineral right based on the units of production method. Management has preliminarily determined that the useful life for the acquired mineral right approximates twenty years but will reevaluate this estimate at the time production commences. Management will begin the amortization of the asset once development of the site commences in accordance with the units of production method.


There were no material relationships among the Company and Kansai Mining or any of their respective affiliates. It is the policy of the Company to segregate each of its mining projects into separate, wholly owned special purpose vehicles, for the purposes of risk mitigation and financing. When the Kansai Asset Purchase Agreement was executed as the Company believes that it has the resources to develop the mineral rights related to the projects acquired however in September 2013 the Company’s financing agreement was breached and the Company was not able to obtain alternative financing. As a result the Company terminated the Kansai Asset Purchase, returned the property back to Kansai and wrote off all capitalized costs associated with the property.


NOTE 3 - MINERAL PROPERTIES AND PROPERTIES, PLANT AND EQUIPMENT


Our major components of mineral properties and properties, plants and equipment are:


  

 

January 31,

 

January 31,

  

 

2014

 

2013

  

 

 

 

 

Mine and Mill Equipment

 

$

-0-

 

1,735,000

Mineral Properties

 

 

-0-

 

980,966

  

 

$

-0-

 

2,715,966

Less: accumulated depreciation, depletion and amortization

 

 

-0-

 

-0-

Net carrying value

 

$

-0-

 

2,715,966


With the acquisition of the Natal Diamond Project, we also acquired certain mining claims and permits in the transaction. These mineral rights as discussed in Note 2 were fair valued at $980,967 and are presented as Mineral Properties on the 2013 consolidated balance sheet.  Those costs were also written off in October 2013.


NOTE 4 - NOTES PAYABLE


As part of the purchase of SUDAM by Americas Diamond Corporation $488,216 of debt will be paid by the issuance of 971,695 shares of the common stock of Americas Diamond Corporation. These shares were issued during the fiscal year ended January 31, 2014.


As part of the Asset Purchase Agreement (see note 2) the Company purchased plant and equipment.


 

January 31,

2013

Current portion of equipment debt

$

840,000

Long term portion of equipment debt

$

540,000

Total due

$

1,385,000



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 34 of 48






NOTE 5 – PURCHASE OF OIL ASSETS


On January 27, 2014 we reached agreement to acquire the leases from an unrelated party for a total consideration of $6,000,000 to be paid in $3,000,000 cash and $3,000,000 in restricted common shares of our company.  The cash payment of $3,000,000 to the third party will be paid in:

a.

a payment of $75,000 within 10 days of the date of the agreement

b.

a payment of $75,000 within 60 days from the date of the agreement a promissory note of $2,850,000 with an annual interest rate of 3.0%.  Monthly interest only payments made 60 days from January 21, 2014. Payments on the principal of the note will commence no later than August 1, 2014 and will be the greater of $20,000 or 50% of the net cash flow from production of the leases.

The liability of $3,000,000 is reflected on the financial statement as a long term note $2,730,000 and short term liability of $270,000.  As of January 31, 2014 there is no net cash flow from production of the leases so the company’s current obligation over the next twelve months is only the minimum $20,000 monthly payment commencing August 1st .six months at $120,000 per month and the two payments of $75,000 each) for a total short term liability of $270,000

The payment of $3,000,000 in common shares of our company were paid on closing on April 21, 2014 at a deemed price of $0.20 per share for an aggregate of 15,000,000 common shares of our company.

Pursuant to this agreement, Intrepid retained a security interest in the leases, property, equipment and other assets.  


NOTE 6- SHARES TO BE ISSUED


The Company is obligated to issue shares either for services, property purchase agreements or for cash.


 

 

January 31, 2014

 

 

January 31,

2013

 

  

 

 

 

 

 

 

Services (55,000 shares-January 31, 2013)

 

$

59,335

 

 

 

27,500

 

Properties (15,000,000 and 250,000 shares for January 31, 2014 and 2013)

 

 

3,000,000

 

 

 

125,000

 

Purchase of SUDAM (971,695 shares)

 

 

 

 

 

 

488,216

 

Cash (298,595 shares for January 31, 2013)

 

 

150,000

 

 

 

150,000

 

Total

 

$

3,209,335

 

 

 

790,716

 



All shares were valued at 95% of the 10 day moving average of the share price


NOTE 7 - INCOME TAX


The Company had net operating loss carry forwards available to offset future taxable income approximating $2,046,673 as of January 31, 2014. The Company has determined that realization of a deferred tax asset that has resulted from the net operating losses is not likely and therefore a full valuation allowance has been recorded against this deferred income tax asset. There are no other material deferred tax positions recorded by the Company.


We do not have an accrual for uncertain tax positions as of January 31, 2014. If interest and penalties were to be assessed, we would charge interest to Interest Expense, and penalties to Other Operating Expense. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date.




ADMC Form 10K/A January 31, 2014                                                                                                                   Page 35 of 48



NOTE 8 - CAPITAL STOCK


Common Stock


As of January 31, 2014, the Company had 31,891,630 share of its $0.001 par value common stock issued and outstanding.  Subsequent to the end of the year the Company issued additional shares as detailed in Note 12 Subsequent events)


Warrants and Options


As of January 31, 2014, the Company had no warrants or options for the purchase of shares of common stock issued and outstanding:


NOTE 9 - RELATED PARTY TRANSACTIONS


During the fiscal year ended January 31, 2013 SUDAM was acquired by Americas Diamond Corporation and the president and CEO of both companies is Daniel Martinez.


NOTE 10 - FINANCIAL CONDITION AND GOING CONCERN


As of January 31, 2014, the Company had cash on hand as of $50 and a working capital deficit of approximately $3,652,798 and has incurred a loss from operations in 2014. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company's continuance is dependent on raising capital and generating revenues sufficient to sustain operations. The Company believes that the necessary capital will be raised and has entered into discussions to do so with certain individuals and companies.  


The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to secure the necessary capital and continue as a going concern.


NOTE 11 - COMMITMENTS AND CONTINGENCIES


None.


NOTE 12 - SUBSEQUENT EVENTS


On March 26, 2014, we issued 400,000 shares of our common stock at $0.10 per share for a total offering price of $40,000 upon the closing of a private placement.  The common shares were issued to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933


On April 21, 2014, we issued 15,000,000 shares of our common stock at $0.20 per share for a total consideration of $3,000,000 pursuant to the terms of Asset Purchase Agreement dated January 27, 2014.  The common shares were issued to three US person based on exemptions from registration found in Section 4(2) of the Securities Act of 1933, as amended.


Our wholly subsidiary SUDAM Diamonds Ltd. was dissolved on May 13, 2014.


On May 15, 2014, we issued 400,000 shares of our common stock at $0.10 per share for a total offering price of $40,000 upon the closing of a private placement.  The common shares were issued to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933 issued 15,000,000 common shares shown in footnote 5 which had a total value of $3,000,000 for the purchase of oil and gas assets


On May 15, 2014, we issued 390,000 shares of our common stock at a deemed price of $0.20 per share for a total price of $78,000 for services rendered to the Company by our chief financial officer, Thomas L. Crom, III, pursuant to the terms of his employment agreement with our company.  The common shares were issued to one U.S. person, in a transaction relying on Regulation 144 of the Securities Act of 1933.




ADMC Form 10K/A January 31, 2014                                                                                                                   Page 36 of 48



On May 19, 2014, we issued 350,000 shares of our common stock at $0.10 per share for a total offering price of $35,000 upon the closing of a private placement.  The common shares were issued to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933.


On May 19, 2014, we issued 330,000 shares of our common stock at a deemed price of $0.20 per share for a total price of $66,000 for services rendered to the Company by our advisory board members, pursuant to the terms of their advisory board agreements.  The common shares were issued to two U.S. person, in a transaction relying on Regulation 144 of the Securities Act of 1933.




ADMC Form 10K/A January 31, 2014                                                                                                                   Page 37 of 48



Item 9.

Changes in and Disagreements with Accountants on Financial Disclosure

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods.

Item 9A.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) concluded as of the evaluation date that our disclosure controls and procedures were not effective such that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to our company, particularly during the period when this report was being prepared.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for our company.

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Under the supervision and with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of January 31, 2014, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.

Management assessed the effectiveness of our company's internal control over financial reporting as of evaluation date and identified the following material weaknesses:

Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 38 of 48



Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.

Lack of Audit Committee and Outside Directors on our Company's Board of Directors: We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist our company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.

Management, including our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended January 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.

Other Information

None.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name 

Positions Held

with our Company

Age 

Date First Elected or Appointed 

Daniel Martinez

President, Chief Executive

Officer and Director

31

September 14, 2012

Thomas L. Crom, III

Chief Financial Officer,

Secretary, and Treasurer

58

January 23, 2013

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 39 of 48



Daniel Martinez – President, Chief Executive Officer and Director

Daniel Martinez has acted as our president, chief executive officer and director since September 14, 2012. Mr. Martinez worked for Ready Clerk Ltd., a financial services company based in London, UK since April 2010 to August 2012. He specialized in preparing, reviewing and evaluating financial statements, notes and related disclosures for U.S. based SEC reporting clients. Prior to this, Mr. Martinez was a tax consultant with EDF Tax LLP, a specialist tax boutique based in Nottingham, UK, from December 2008 to April 2010. During his time there he assisted successful businesses and entrepreneurs in maximizing their tax efficiency by providing a personalized approach and tailored solutions, focused entirely upon the client's needs. From October 2006 to December 2008 Mr. Martinez was an assistant consultant with PricewaterhouseCoopers LLP, UK, where he specialized in providing tax and accounting solutions to small cap companies, entrepreneurs and private clients. He was also part of a business development team where he was able to use his business and personal networks to develop new clients.

Mr. Martinez has been a member of the Institute of Chartered Accountant in England and Wales since 2010 and an associate of the institute since 2006. Prior to that he obtained an MA (Merit) in Corporate Strategy and Governance and a Bachelor of Science, Honors, (First Class) in Operations Management from the University of Nottingham, UK in 2006 and 2005 respectively. Mr. Martinez is completed the SEC Institutes’ “SEC Reporting Skills and IPO: Your Guide to Going Public” courses in Boston, MA.  Mr. Martinez also serves as president and director of Cindisue Mining Corporation, a US SEC reporting company which is currently inactive. Mr. Martinez served as director and chief financial officer of Liberty Energy Corp from 6 June 2006 to February 19, 2013. Liberty Energy Corp. is a US SEC reporting company with oil and gas operations in the State of Texas.

We appointed Daniel Martinez as president, chief executive officer and director of our company because of his experience with public trading companies and SEC reporting companies, ability to attract funding to our company.

Thomas L. Crom, III – Chief Financial Officer, Secretary, and Treasurer

Thomas L. Crom, III has acted as our chief financial officer, secretary and treasurer since January 23, 2013. Mr. Crom has been a senior mining executive (CMA and MS-tax) with over 25 years experience dealing with start-up companies, international operations, natural resources, and serving as chief financial officer with an involvement in operational details for a number of different companies including US and Canadian public companies.

Since October 1993, he has been employed with Eureka Ventures Inc., a private company that performs financial and accounting consulting services for US and Canadian corporations.  These services include assisting corporations with quarterly and annual filings, initial public offerings, reverse mergers, secondary offerings and private securities offerings, budgeting, forecasting, risk analysis, assist with shareholder and public relations, development of strategic plans, developing and maintaining strict financial control.  Mr. Crom has also been a director and chief financial officer of Kansai Mining Corporation since 2002. Kansai was formerly traded on the TSX-V.

Mr. Crom acquired a Bachelor of Science degree in Commerce, cum laude in the Honors Program in June 1977, with a major in an accounting, from Santa Clara University and further earned a Master's of Science (Taxation) degree, cum laude graduate in October 1982, from Golden Gate University.  In 1982, Mr. Crom became a Certified Management Accountant.

We appointed Thomas L. Crom, III as secretary, treasurer, and chief financial officer of our company because of his experience as chief financial officer with numerous public trading companies and his accounting qualifications.

Significant Employees

There are no individuals other than our executive officers who make a significant contribution to our business.  

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 40 of 48



Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

1.

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

 

 

2.

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

 

 

3.

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

 

 

4.

been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 

 

5.

been 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 (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, 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 any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

 

6.

been 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.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

(1)

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended January 31, 2014, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with.

Code of Ethics

We plan to adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.

Board and Committee Meetings

Our board of directors held no formal meetings during the year ended January 31, 2014. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 41 of 48



meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

For the year ended January 31, 2014 we did not have any standing committee of the board of directors.

Nomination Process

As of January 31, 2014, we did not effect 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

We do not currently have an audit committee, the duties of this committee are performed by our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

During fiscal 2014, aside from quarterly review teleconferences, there were no meetings held by this committee. The business of the audit committee was conducted though these teleconferences and by resolutions consented to in writing by all the members and filed with the minutes of the proceedings of the audit committee.

Audit Committee Financial Expert

Our board of directors has determined that it has one member, Daniel Martinez, that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. 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 material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

Item 11.

Executive Compensation

The particulars of the compensation paid to the following persons:

a)

our principal executive officer;

b)

each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended January 31, 2014 and 2013; and

c)

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended January 31, 2014 and 2013; 

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 42 of 48






SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary
($)

Bonus
($)

Stock Awards
($)

Option Awards
($)

Non-Equity Incentive Plan Compensa-tion
($)

Change in Pension Value and Non-qualified Deferred Compensa-tion Earnings
($)

All Other Compensa-tion
($)

Total
($)

Daniel Martinez(1)
President, Chief Executive Officer and Director

2014
2013

$72,000
$12,000

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

$72,000
$12,000

Thomas L. Crom, III(2)

Chief Financial Officer, Secretary and Treasurer

2014
2013

$72,000
$6,000

Nil
Nil

Nil
12,500

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

$72,000
$18,500

Jenny Brown(3)
Former President, Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer

2014
2013

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

 

(1)

Daniel Martinez was appointed as president, chief executive officer and director on September 14, 2012.

(2)

Thomas L. Crom, III was appointed as chief financial officer, secretary and treasurer on January 23, 2013.

(3)

Jenny Brown resigned as president and chief executive officer on September 14, 2012 and as chief financial officer, treasurer, secretary and director on January 23, 2013.

 

Compensation of Directors

Effective December 1, 2012, our company entered into an two year employment agreement with Daniel Martinez, whereby Mr. Martinez has agreed to perform services as president, chief executive officer and director of our company on a continuing basis.  As compensation, we have agreed to pay Mr. Martinez an initial salary of US$6,000 per month.  

Effective January 23, 2013, our company entered into an employment agreement with Thomas L. Crom, III, whereby Mr. Crom has agreed to perform services as chief financial officer, secretary and treasurer of our company on a continuing basis.  As compensation, we have agreed to pay Mr. Crom an initial salary of US$6,000 per month and to issue 30,000 shares of our company's common stock per month, for an aggregate of 90,000 shares per quarter, within the initial term.  As a signing bonus, our company has agreed to issue 25,000 shares of our common stock to Mr. Crom. In February 2013, we issued the 25,000 shares to Mr. Crom and on May 15, 2014, we issued 390,000 shares to Mr. Crom which was the balance owed as of  January 31, 2014.

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 43 of 48



Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of May 20, 2014, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.  

Name and Address of Beneficial Owner 

Amount and Nature of 

Beneficial Ownership

Percentage 

of Class (1)

Daniel Martinez (2)

78 York Street

London, England  W1H 1DP

-0- Common Shares 

0% 

Thomas L. Crom, III (3)

P.O. Box 9

Payson, AZ  85547-009

-0- Common Shares 

0% 

Directors and Executive Officers as a Group(1)

-0- Common Shares 

0% 

Jenny Brown (4)(5)

78 York Street

London, England W1H 1DP

15,000,000 Common Shares 

32% 

Intrepid Energy Corporation

4654 SR 64 East, Suite 127

Bradenton, Florida 34208

7,000,000

15% 

Wild Bull Investments

11161 East State Road 70 Suite 110-114

Lakewood Ranch, Florida 34202

4,000,000

9% 

Daniel L. Hefner

1502 North Taylor Road

Brandon, FL 33510

4,000,000

9% 

Affiliate and 5% or greater security holders

30,000,000 Common Shares 

62.02%




ADMC Form 10K/A January 31, 2014                                                                                                                   Page 44 of 48






(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on May 20, 2014.

As of May 20, 2014, there were 48,361,630, shares of our company’s common stock issued and outstanding.

(2)

Daniel Martinez was appointed as president, chief executive officer and director on September 14, 2012.  

(3)

Thomas L. Crom, III was appointed as chief financial officer, secretary, and treasurer on January 23, 2013.

(4)

Jenny Brown resigned as president and chief executive officer on September 14, 2012 and as chief financial officer, treasurer, secretary and director on January 23, 2013.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since 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 three completed fiscal years.

Director Independence

We currently act with one director, consisting of Daniel Martinez. We have determined that we do not have an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).

Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

Our board of directors has determined that it has one member, Daniel Martinez, that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K.

From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

Item 14.

Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended January 31, 2014 and for fiscal year ended January 31, 2013 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 45 of 48




 

Year Ended

January 31,

2014 

$

January 31,

2013 

$

Audit Fees

$8,000

$8,000

Audit Related Fees

Nil

Nil

Tax Fees

Nil

Nil

All Other Fees

$3,800

$3,800

Total

$11,800

$11,800

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our independent auditors are engaged by us to render any auditing or permitted non-audit related service, the engagement be:

?

approved by our audit committee (which consists of our entire board of directors); or

?

entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors’ responsibilities to management.

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

Item 15.

Exhibits, Financial Statement Schedules

(a)

Financial Statements

 

 

 

 

(1)

Financial statements for our company are listed in the index under Item 8 of this document

 

 

 

 

(2)

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

 

 

 

(b)

Exhibits


Exhibit No.

Description

(3)

(i) Articles; (ii) By-laws

3.1

Articles of Incorporation (Incorporated by reference to our Registration Statement on Form S-1 filed on March 9, 2010).

3.2

By-Laws (Incorporated by reference to our Registration Statement on Form S-1 filed on March 9, 2010).

3.3

Articles of Merger (incorporated by reference from our Current Report on Form 8-K filed on October 11, 2012)

3.4

Certificate of Change (incorporated by reference from our Current Report on Form 8-K filed on October 11, 2012).

(10)

Material Contracts



ADMC Form 10K/A January 31, 2014                                                                                                                   Page 46 of 48






10.1*

Employment Agreement between our company and Daniel Martinez dated December 2, 2012

10.2

Employment Agreement between our company and Thomas L. Crom, III dated January 23, 2013 (incorporated by reference to our Current Report on Form 8-K filed on January 24, 2013)

10.3

Share Issuance Agreement between our company and Asia-Pacific Capital Ltd. dated January 23, 2013 (incorporated by reference to our Current Report on Form 8-K filed on January 24, 2013).

10.4

Stock Purchase Agreement between our company, SUDAM Diamonds Ltd. and Daniel Martinez dated February 11, 2013 (incorporated by reference to our Current Report on Form 8-K filed on March 1, 2013).

(31)

Rule 13a-14(a) / 15d-14(a) Certifications

31.1*

Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.

31.2*

Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer.

(32)

Section 1350 Certifications

32.1*

Certification filed pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.

32.2*

Certification filed pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer.

101*

Interactive Data File

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document


*

Filed herewith.

**

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.




ADMC Form 10K/A January 31, 2014                                                                                                                   Page 47 of 48



SIGNATURES

Pursuant to the requirements 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 undersigned, thereto duly authorized.

 

 

AMERICAS DIAMOND CORP.

 

 

(Registrant)

 

Dated:  June 10, 2014

 

/s/ Daniel Martinez

 

 

Daniel Martinez

 

 

President, Chief Executive Officer and Director

 

 

(Principal Executive Officer)

Dated:  June 10, 2014

 



/s/ Thomas L. Crom, III

 

 

Thomas L. Crom, III

 

 

Chief Financial Officer, Secretary and Treasurer

 

 

(Principal Financial Officer and Principal Accounting Officer)

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.

Dated:  June 10, 2014

 

/s/ Daniel Martinez

 

 

Daniel Martinez

 

 

President, Chief Executive Officer and Director

 

 

(Principal Executive Officer)

Dated:  June 10 2014

 



/s/ Thomas L. Crom, III

 

 

Thomas L. Crom, III

 

 

Chief Financial Officer, Secretary and Treasurer

 

 

(Principal Financial Officer and Principal Accounting Officer)




ADMC Form 10K/A January 31, 2014                                                                                                                   Page 48 of 48