UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[X] QUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period
ended April 30, 2015
OR
[ ] TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period
from ____ to _____
Commission file number:
333-194492
ADAMAS
VENTURES, INC.
(Exact name
of Registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation or organization)
N/A
(I.R.S.
Employer Identification No.)
Room
1403, No. 408 Jie Fang Zhong Road
Guangzhou,
Guangdong, PR China, 510030
(Address
of principal executive offices, including zip code)
86-2028-8808
(Registrant's
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
[X] YES
[ ] NO
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.045 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[ ] YES
[ X] NO
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting
company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting
company" in Rule 12b-2 of the Exchange Act.
Large accelerated
filer [ ]
Accelerated
filer [ ]
Non-accelerated
filer (Do not check if a smaller reporting company) [ ]
Smaller
reporting company [X]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.
[ ]YES
[X]NO
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common
Stock |
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Outstanding
Shares at April 30, 2015 |
Common
stock, par value $0.0001 per share |
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20,000,000 |
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ADAMAS
VENTURES, INC.
INDEX
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Page |
Part
I. Financial Information |
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Item
1 |
Financial
Statements |
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Balance
Sheets as of April 30, and January 31, 2015 |
1 |
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Statements
of Operations for the three months ended April 30, 2015 and April 30, 2014 |
2 |
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Statements
of Cash Flows for the three monthsended April 30, 2015 and April 30, 2014 |
3 |
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Notes
to the Unaudited Condensed Consolidated Financial Statements |
4 |
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Item
2 |
Management's
Discussion and Analysis of Financial Condition and Results of Operations |
7 |
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Item
3 |
Quantitative
and Qualitative Disclosures about Market Risk |
8 |
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Item
4 |
Controls
and Procedures |
8 |
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Part
II. Other Information |
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Item
1 |
Legal
Proceedings |
9 |
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Item
2 |
Unregistered
Sales of Equity Securities and Use of Proceeds |
9 |
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Item
3 |
Defaults
upon Senior Securities |
9 |
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Item
4 |
Submission
of Matters to a Vote of Security Holders |
9 |
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Item
5 |
Other
Information |
9 |
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Item
6 |
Exhibits |
9 |
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Signatures |
10 |
PART
1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Adamas
Ventures Inc. |
(A
Development Stage Company) |
Balance
Sheets |
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April
30, |
January
31, |
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2015 |
2015 |
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(Unaudited) |
(Audited) |
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ASSETS |
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Current
Assets |
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Cash
and Cash Equivalents |
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$ 2,285 |
$ 2,285 |
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TOTAL ASSETS |
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$ 2,285 |
$ 2,285 |
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LIABILITIES AND
STOCKHOLDERS' EQUITY |
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Current Liabilities |
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Accounts Payable and Accrued
Liabilities |
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$ 1,250 |
$ - |
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TOAL CURRENT LIABILITIES |
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$ 1,250 |
$ - |
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Stockholders' Equity |
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Common Stock |
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Authorized: |
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75,000,000 common shares
at $0.0001 par value |
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Issued and Outstanding: |
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20,000,000 common shares
at $0.0001 par value |
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2,000 |
2,000 |
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Additional Paid-in Capital |
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8,000 |
8,000 |
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(Deficit) accumulated during
the development stage |
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(8,965) |
(7,715) |
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TOTAL STOCKHOLDERS'
EQUITY |
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$ 1,035 |
$ 2,285 |
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TOTAL LIABILITIES AND
EQUITY |
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$ 2,285 |
$ 2,285 |
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The
accompanying notes are an integral part of these financial statements |
Adamas
Ventures Inc. |
(A
Development Stage Company) |
Statements
of Operations |
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For
the Three
Months Ended |
From January 31,
2014
(Inception) to |
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April 30, |
April 30, |
April 30, |
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2015 |
2014 |
2015 |
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Revenues |
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- |
- |
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General
and Administration Expenses |
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Filing
Fees |
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213 |
213 |
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Professional
Fees |
$ 1,250 |
1,125 |
8,752 |
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Total
Expenses |
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$ 1,250 |
1,338 |
8,965 |
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Operating
loss |
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$ (1,250) |
(1,338) |
(8,965) |
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Net
(loss) for the period |
$ (1,250) |
$ (1,338) |
$ (8,965) |
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Net
(loss) per share |
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Basic
and diluted |
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$ - |
$ - |
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Weighted
Average Shares Outstanding |
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Basic
and diluted |
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20,000,000 |
20,000,000 |
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The
accompanying notes are an integral part of these financial statements. |
Adamas
Ventures Inc. |
(A
Development Stage Company) |
Statement
of Cash Flows |
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For Three
Months Ended
Ended |
From January 31,
2014
(Inception) to |
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April 30, |
April 30, |
April 30, |
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2015 |
2014 |
2015 |
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Cash
Flow from Operating Activities |
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Net (loss) for the period |
$ (1,250) |
(1,338) |
$ (8,965) |
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Changes in Non-Cash Working
Capital Items |
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Accounts Payable and Accrued
Liabilities |
1,250 |
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1,250 |
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Net Cash Flow Used in
Operating Activities |
$ - |
(1,338) |
$ (7,715) |
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Investing Activities |
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Due from Related Party |
- |
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- |
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Net Cash Flow Provided
by Investing Activities |
$ - |
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$ - |
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Financing Activities |
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Share Capital Contribution |
- |
- |
10,000 |
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Shareholder Loan |
- |
- |
- |
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Net Cash Flow Provided
by Financing Activities |
$ - |
$ - |
$ 10,000 |
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Net Change in Cash |
$ - |
$ (1,338) |
$ 2,285 |
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Cash, Beginning of Period |
$ 2,285 |
$ 6,675 |
$ - |
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Cash, End of
Period |
$ 2,285 |
$ 5,337 |
$ 2,285 |
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The
accompanying notes are an integral part of these financial statements |
3
ADAMAS
VENTURES, INC.
NOTES
TO THE FINANCIAL STATEMENTS
(Unaudited)
Note 1: Organization and
Basis of Presentation
Adamas Ventures, Inc. (the “Company”)
is a for profit corporation established under the corporation laws in the State of Nevada, United States of America on January
31, 2014.
The Company is in the development
phase and intends to sell baby products. As such, the Company is subject to all risks inherent to the establishment of a start-up
business enterprise.
The Financial Statements and
related disclosures as of October 31, 2014 are audited pursuant to the rules and regulations of the United States Securities and
Exchange Commission (“SEC”). The October 31, 2014, Balance Sheet data was derived from audited financial statements,
but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S.”).
Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally
accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations.
In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary
for the fair statement of the results for the period. These financial statements should be read in conjunction with the financial
statements for the nine months ended October 31, 2014. Unless the context otherwise requires, all references to “Adamas
Ventures,” “we,” “us,” “our” or the “company” are to Adamas Ventures, Inc.
and any subsidiaries.
Note 2: Recent Accounting
Pronouncements
In December 2011, the FASB issued
ASU 2011-11, Disclosures about Offsetting Assets and Liabilities, (“ASU 2011-11”). ASU 2011-11 requires an entity
to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement
of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. ASU 2011-
11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.
Retrospective disclosure is required for all comparative periods presented. The adoption of ASU 2011-11 did not have a material
impact on the Company’s financial statements. In October 2012, the FASB issued ASU No. 2012-04, Technical Corrections and
Improvements, (“ASU 2012-04”). This update includes source literature amendments, guidance clarification, reference
corrections and relocated guidance affecting a variety of topics in the Codification. The update also includes conforming amendments
to the Codification to reflect ASC 820’s fair value measurement and disclosure requirements. The amendments in this update
that will not have transition guidance are effective upon issuance. The amendments in this update that are subject to the transition
guidance will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 did not have a material
impact on the Company’s financial statements.
In January 2013, the FASB issued
ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities (“ASU
2013-01”). This update clarifies that ordinary trade receivables and receivables are not in the scope of ASU No. 2011-11,
Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). Specifically, ASU
2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities
lending transactions that are either offset in accordance with specific criteria contained in the FASB Accounting Standards Codification
or subject to a master netting arrangement or similar agreement. The Company is required to apply the amendments in ASU 2013-01
beginning January 1, 2013. The adoption of ASU 2013-01 by the Company did not have a material impact on the consolidated financial
statements.
In February 2013, the Financial
Accounting Standards Board issued Accounting Standards Update, or ASU, 2013-02, Comprehensive Income (Topic 220), Reporting of
Amounts Reclassified Out of Accumulated Other Comprehensive Income. This update requires companies to provide information regarding
the amounts reclassified out of accumulated other comprehensive income by component. In addition, companies are required to present,
either on the face of the statement where net income is presented or in the accompanying notes, significant amounts reclassified
out of accumulated other comprehensive income by the respective line items of net income. ASU 2013-02 is effective for annual
reporting periods beginning on or after December 15, 2012, and interim periods within those annual periods. ASU 2013-02 was adopted
January 1, 2013 and did not have a significant impact on our financial statements.
Note 3: Concentrations
The company has not had any
sales.
Note 4: Legal Matters
The Company has no known legal
issues pending.
Note 5: Debt
The Company has no debt.
4
NOTES
TO THE FINANCIAL STATEMENTS (continued)
Note 6: Capital Stock
On January 31, 2014 the Company
authorized 75,000,000 shares of commons stock with a par value of $0.0001 per share.
On January 31, 2014 the Company
issued 20,000,000 shares of common stock for a purchase price of $0.0001 per share to its founding shareholder. The Company received
aggregate gross proceeds of $10,000.00.
As of April 30, 2015 there were
no outstanding stock options or warrants.
Note 7: Income Taxes
The Company uses the asset and
liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method,
income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax
consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements
or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date.
A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive
and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.
ASC Topic 740.10.30 clarifies
the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition
threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected
to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition.
Note 8: Related Party Transactions
The Company neither owns nor
leases any real or personal property. The sole officer of the Company provides office space and services free of charge. The Company's
sole officer and director is involved in other business activities and may in the future, become involved in other business opportunities
as they become available.
Note 9: Subsequent Events
The Company has evaluated events
subsequent through the date these financial statements have been issued to assess the need for potential recognition or disclosure
in this report. Such events were evaluated through the date these financial statements were available to be issued. Based upon
this evaluation, it was determined that no subsequent events occurred that require recognition or disclosure in the financial
statements.
Note 10: Going Concern
The accompanying financial statements
and notes have been prepared assuming that the Company will continue as a going concern.
For the period ended April 30,
2015, the Company had an accumulated deficit of $8,965 and working capital of $2, 285, which may not be sufficient to sustain
operations over the next 12 months. The Company’s ability to continue as a going concern is dependent upon the Company’s
ability to generate sufficient revenues to operate profitably or raise additional capital through debt financing and/or through
sales of common stock.
Management plans to fund operations
of the Company through the proceeds from an offering pursuant to a Registration Statement on Form S-1 or private placements of
restricted securities or the issuance of stock in lieu of cash for payment of services until such a time as profitable operations
are achieved. There are no written agreements in place for such funding or issuance of securities and there can be no assurance
that such will be available in the future. Management believes that this plan provides an opportunity for the Company to continue
as a going concern.
The failure to achieve the necessary
levels of profitability or obtain the additional funding would be detrimental to the Company.
5
ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This quarterly 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 or our industry's actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements. 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.
The following discussion and
analysis provides information which management of ADAMAS VENTURES, INC. (the "Company") believes to be relevant
to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read
together with the Company's financial statements and the notes to financial statements, which are included in this report.
Caution About Forward-Looking
Statements
This management's discussion
and analysis or plan of operation should be read in conjunction with the financial statements and notes thereto of the Company
for the quarter ended April 30, 2015.
This section includes a number
of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking
statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements,
which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from historical results or our predictions.
General Overview
We are a development stage company
and plan to operate in the distribution of baby products. We plan to market and distribute an assortment of high quality baby
products in the Central and South American markets. Our products will include cribs, strollers, clothing, shoes, bottles, bibs,
blankets, and toys. Some of our baby products will be designed as part of a series, meaning they will be designed and made in
the same color-scheme and style. We intend to purchase baby products from manufacturers in China, ship them to Central and South
America and sell the products directly to retailers. We are identifying potential manufacturers, shipping companies and negotiating
arrangements for such products and services. In addition, we are securing office space and developing a website.
6
ITEM 2 MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Results of Operations
The Company experienced general
and administration expenses of $ 1,250 and $1,338 for the three months ended April 30, 2015 and 2014, respectively. The decrease
in general and administration expenses for this period are attributed to an decrease in filings fees.
For the three month period ended
April 30, 2015, the company experienced a net loss of $1,250 compared to a loss of $1,338 for the three months ended April 30,
2015.
Liquidity and Capital Resources
During the three months period
ended April 30, 2015, the Company had no working capital needs. As of April 30, 2015, the Company has cash on hand in the amount
of $2, 285. Management does not expect that the current level of cash on hand will be sufficient to fund our operations for the
next twelve month period. In the event that additional funds are required to maintain operations, our officers and directors have
agreed to advance us sufficient capital to allow us to continue operations. We may also be able to obtain loans from our shareholders,
but there are no agreements or understandings in place currently.
We believe we will require additional
funding to expand our business and ensure its future profitability. We anticipate that any additional funding will be in the form
of equity financing from the sale of our common stock. However, we do not have any arrangements in place for any future equity
financing. In the event we are not successful in selling our common stock, we may also seek to obtain short-term loans from our
director.
7
Item 3. Quantitative Disclosures
about Market Risks
As a "smaller reporting
company", we are not required to provide the information required by this Item.
Item 4. Controls and Procedures.
Management's Report on
Disclosure Controls and Procedures
We maintain disclosure controls
and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities
and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including
our president (our principal executive officer and our principal financial officer and principle accounting officer) to allow
for timely decisions regarding required disclosure.
As of April 30, 2015, the
end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our
president (our principal executive officer and our principal financial officer and principle accounting officer), of the effectiveness
of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive
officer and our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures
were effective as of the end of the period covered by this quarterly report.
Changes in Internal Control
over Financial Reporting
There have been no changes
in our internal controls over financial reporting that occurred during the quarter ended April 30, 2015 that have materially or
are reasonably likely to materially affect, our internal controls over financial reporting.
8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We know of no material, existing
or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation.
There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is
an adverse party or has a material interest adverse to our interest.
Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior
Securities
None.
Item 4. Submission of Matters
to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibit
No. |
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Exhibit
Description |
31.1* |
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Certification of Principal Executive
Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1* |
|
Certification of Principal Executive
Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 |
9
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on their behalf by the undersigned,
thereunto duly authorized.
ADAMAS
VENTURES, INC.
|
|
|
Date
: June 11, 2015 |
/s/
Jinshan Dai |
|
Jinshan
Dai |
|
President,
Treasurer and Secretary |
|
(Principal
Executive, Financial and Accounting Officer) |
10
Exhibit
31. CERTIFICATION AS REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a)
I,
Jinshan Dai, certify that:
I
have reviewed this quarterly report of Adamas Ventures, Inc.. Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business issuer
as of, and for, the periods presented in this report; The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(3)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for
the small business issuer and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information relating to the small business
issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which the report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and
d.
Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during
the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control
over financial reporting; and
The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's
board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design of operation of internal control over financial reporting which
are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial
information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business
issuer's internal control over financial reporting.
Dated:June
11, 2015
/s/ Jinshan Dai
Jinshan Dai
President, Treasurer
and Secretary
EX-32.
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)
In
connection with the report of Adamas Ventures, Inc. (the "Company"), on Form 10-QSB for the quarter ending April
30, 2015, as filed with the Securities and Exchange Commission (the "Report"), I, Jinshan Dai, Chief Executive Officer
of the Company, certify, pursuant to Sect 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sect 1350), that to
my knowledge:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations
of the Company.
Dated:
June 11, 2015
/s/ Jinshan Dai
Jinshan Dai
President, Chief Executive
Officer, Treasurer and Secretary
Adamas Ventures (GM) (USOTC:ADMV)
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