News Column

AMERICAS DIAMOND CORP. - 10-K/A -

June 10, 2014

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

Period From Year ended Year ended January 6, 2010 (Inception) January 31, January 31, to January 31, 2014 2013 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



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Expenses Our operating expenses for the years ended January 31, 2014 and 2013 are outlined in the table below: Period From Year ended Year ended January 6, 2010 January 31, January 31, (Inception) to 2014 2013 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



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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



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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



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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



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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.


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