Adama Technologies 10-Q 14 Aug 14 2014 Q2 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	6 Months Ended
	Jun. 30, 2014
Document and Entity Information:	'
Entity Registrant Name	'Adama Technologies Corp
Document Type	'10-Q
Document Period End Date	30-Jun-14
Amendment Flag	'false
Entity Central Index Key	'0001422222
Current Fiscal Year End Date	'--12-31
Entity Common Stock, Shares Outstanding	328,851,197
Entity Filer Category	'Smaller Reporting Company
Entity Current Reporting Status	'Yes
Entity Voluntary Filers	'Yes
Entity Well-known Seasoned Issuer	'Yes
Document Fiscal Year Focus	'2014
Document Fiscal Period Focus	'Q2

Statement_of_Financial_Positio

Statement of Financial Position - figures for 6/30/2014 unaudited (USD $)	Jun. 30, 2014	Dec. 31, 2013
Assets, Current	'	'
Cash and Cash Equivalents, at Carrying Value	$0	$0
Assets, Current	0	0
Liabilities, Current	'	'
Accounts Payable, Current	47,746	76,661
Accrued Liabilities, Current	57,857	40,126
Notes Payable, Current	180,233	123,750
Loans Payable, Current	33,000	33,000
Derivative Instruments and Hedges, Liabilities	191,116	215,282
Liabilities, Current	509,952	488,819
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	'	'
Preferred Stock, Value, Issued	1,000	0
Common Stock, Value, Issued	32,885	32,885
Additional Paid in Capital, Common Stock	17,683,292	17,564,292
Retained Earnings (Accumulated Deficit)	18,171,389	18,041,006
Receivable from Shareholders or Affiliates for Issuance of Capital Stock	54,740	44,990
Liabilities and Equity	$0	$0

Statement_of_Financial_Positio1

Statement of Financial Position - Parenthetical - figures for 6/30/2014 unaudited (USD $)	Jun. 30, 2014	Dec. 31, 2013
Balance Sheets	'	'
Preferred Stock, Par Value	$0.00	$0
Preferred Stock, Shares Authorized	1,000,000	0
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par Value	$0.00	$0.00
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares Issued	328,851,197	328,851,197
Common Stock, Shares Outstanding	328,851,197	328,851,197

Statement_of_Income_figures_fo

Statement of Income - figures for 6/30/2014 unaudited (USD $)	0 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Revenues	'	'	'	'	'
Revenues	'	$0	$0	$0	$0
Cost of Revenue	'	'	'	'	'
Cost of Revenue	'	0	0	0	0
Gross Profit	'	0	0	0	0
Amortization of Deferred Charges	'	'	'	'	'
Amortization of Financing Costs	'	40,482	0	40,482	0
Selling, General and Administrative Expense	'	284	7,372	1,135	7,372
Other General Expense	'	30,000	0	95,200	3,500
Operating Expenses	'	70,766	7,372	136,817	10,872
Operating Income (Loss)	'	-70,766	-7,372	-136,817	-10,872
Interest and Debt Expense	'	'	'	'	'
Interest Expense	17,731	9,699	8,046	17,732	17,401
Gains (Losses) on Sale of Derivatives	'	43,278	0	-24,166	0
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest	'	($123,743)	($15,418)	($130,383)	($28,273)
Earnings Per Share	'	'	'	'	'
Earnings Per Share, Basic and Diluted	'	$0	$0	$0	$0
Weighted Average Number of Shares Outstanding, Basic and Diluted	328,851,197	328,851,197	439,851,197	328,851,197	439,851,197

Statement_of_Cash_Flows_figure

Statement of Cash Flows - figures for 6/30/2014 unaudited (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Net Cash Provided by (Used in) Operating Activities	'	'
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	($130,383)	($28,273)
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities	'	'
Amortization	40,482	2,309
Gains (Losses) on Sale of Derivatives	-24,166	0
Increase (Decrease) in Operating Liabilities	'	'
Increase (Decrease) in Accounts Payable	96,335	9,872
Increase (Decrease) in Accrued Liabilities	17,732	15,092
Net Cash Provided by (Used in) Operating Activities	0	-1,000
Net Cash Provided by (Used in) Financing Activities	'	'
Proceeds from (Repayments of) Debt	0	1,000
Net Cash Provided by (Used in) Financing Activities	0	1,000
Cash and Cash Equivalents, Period Increase (Decrease)	0	0
Cash and Cash Equivalents, at Carrying Value	0	601
Cash and Cash Equivalents, at Carrying Value	$0	$601

Note_1_Summary_of_Significant_

Note 1 Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2014
Notes	'
Note 1 Summary of Significant Accounting Policies	'
	Note 1  Summary of Significant Accounting Policies
	Basis of Presentation and Organization
	Adama Technologies Corporation (“Adama Technologies” or the “Company”) is a Delaware corporation. The Company was incorporated under the laws of the State of Delaware on September 17, 2007.  The Company currently conducts no active operations and is engaged in identifying and merging with a suitable operating company.
	The accompanying financial statements of Adama Technologies were prepared from the accounts of the Company under the accrual basis of accounting.
	Unaudited Interim Financial Statements
	The interim condensed financial statements of the Company as of June 30, 2014, and for the period then ended, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of June 30, 2014, and the results of its operations and its cash flows for the period ended June 30, 2014. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2014. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2013, filed with the Securities and Exchange Commission (”SEC”), for additional information, including significant accounting policies.
	Cash and Cash Equivalents
	For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of six months or less to be cash and cash equivalents.
	Loss per Share
	Basic earnings per share are computed by dividing the net income attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Common stock equivalents were not included in the computation of diluted loss per share in the statement of operations due to the fact that the Company reported a net loss and to do so would be anti-dilutive for the periods presented.
	Income Taxes
	Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
	The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the federal tax laws.
	Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about ability to realize the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
	Fair Value of Financial Instruments
	Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures” (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) a reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of six broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The six levels of the fair value hierarchy are described below:
	Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
	Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
	Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
	The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of June 30, 2014 and December 31, 2013, the carrying value of accounts payable and loans that are required to be measured at fair value, approximated fair value due to the short-term nature and maturity of these instruments.
	Estimates
	The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses. Actual results could differ from those estimates made by management.
	Recent Accounting Pronouncements
	In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended May 31, 2014, thereby no longer presenting or disclosing any information required by Topic 915.

Note_2_Going_Concern

Note 2 Going Concern	6 Months Ended
	Jun. 30, 2014
Notes	'
Note 2 Going Concern	'
	Note 2  Going Concern
	The accompanying unaudited condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of June 30, 2014, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern.
	The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. As of June 30, 2014, the Company has an accumulated deficit of $18,171,389.

Note3_Convertible_Notes_Payabl

Note3 Convertible Notes Payable	6 Months Ended
	Jun. 30, 2014
Notes	'
Note3 Convertible Notes Payable	'
	Note3  Convertible Notes Payable
	On November 18, 2011, the Company signed a $30,000 convertible promissory note with a third party. The note bears interest at 8% per annum and was due on August 18, 2012. The note has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining principal balance into the Company’s common stock at a price equal to 58% of the average of the lowest six trading prices for the Common Stock during the most recent ten day period. A beneficial conversion feature was determined to exist and was recorded at the time of issue, but has been fully amortized in prior periods. This note is in default. According to the terms of the note upon default the balance due is 150% of the unpaid principal balance. In addition, from the date of default the notes bear interest at 22% per annum. The investor may in its sole discretion convert the default amount into equity.
	On April 27, 2012, the Company signed a $32,500 convertible promissory note with a third party. The note bears interest at 8% per annum and was due on January 27, 2013. The note has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining principal balance into the Company’s common stock at a price equal to 58% of the average of the lowest six trading prices for the Common Stock during the most recent ten day period. A beneficial conversion feature was determined to exist and was recorded at the time of issue, but has been fully amortized in prior periods. This note is in default. According to the terms of the note upon default the balance due is 150% of the unpaid principal balance. In addition, from the date of default the notes bear interest at 22% per annum. The investor may in its sole discretion convert the default amount into equity.
	On October 15, 2013, the Company converted $30,000 of payables into a convertible promissory note with a third party. The note bears interest at 8% per annum and was due on October 15, 2014. The note has conversion rights that allow the holder of the note at any time to convert all or any part of the remaining principal balance into the Company’s common stock at a fixed price of $0.0015. A beneficial conversion feature of $30,000 was determined to exist and was recorded at the time of issue. $21,288 of the beneficial conversion feature has been amortized as of June 30, 2014.
	On January 15, 2014, the Company converted $30,000 of payables into a convertible promissory note with a third party. The note bears interest at 8% per annum and was due on January 15, 2015. The note has conversion rights that allow the holder of the note at any time to convert all or any part of the remaining principal balance into the Company’s common stock at a fixed price of $0.0015. A beneficial conversion feature of $2,000 was determined to exist and was recorded at the time of issue. $915 of the beneficial conversion feature has been amortized as of June 30, 2014.
	On March 15, 2014, the Company converted $30,000 of payables into a convertible promissory note with a third party. The note bears interest at 8% per annum and was due on March 15, 2015. The note has conversion rights that allow the holder of the note at any time to convert all or any part of the remaining principal balance into the Company’s common stock at a fixed price of $0.0015. A beneficial conversion feature of $30,000 was determined to exist and was recorded at the time of issue. $8,877 of the beneficial conversion feature has been amortized as of June 30, 2014.
	On March 15, 2014, the Company converted $30,000 of payables into a convertible promissory note with a third party. The note bears interest at 8% per annum and was due on March 15, 2015. The note has conversion rights that allow the holder of the note at any time to convert all or any part of the remaining principal balance into the Company’s common stock at a fixed price of $0.0015. A beneficial conversion feature of $30,000 was determined to exist and was recorded at the time of issue. $8,877 of the beneficial conversion feature has been amortized as of June 30, 2014.
	On June 15, 2014, the Company converted $30,000 of payables into a convertible promissory note with a third party. The note bears interest at 8% per annum and was due on June 15, 2015. The note has conversion rights that allow the holder of the note at any time to convert all or any part of the remaining principal balance into the Company’s common stock at a fixed price of $0.0015. A beneficial conversion feature of $12,000 was determined to exist and was recorded at the time of issue. $526 of the beneficial conversion feature has been amortized as of June 30, 2014.
	In accordance with ASC 470, the Company has analyzed the beneficial nature of the conversion terms and determined that a beneficial conversion feature (BCF) exists. The Company calculated the value of the BCF using the intrinsic method as stipulated in ASC 470. The BCF has been recorded as a discount to the notes payable and to Additional Paid-in Capital.
	As of June 30, 2014 and December 31, 2013, the balance of convertible notes payable was $180,233 and $123,750.
	For the six months ended June 30, 2014 the Company has recognized $17,731 in interest expense related to the notes and amortized $40,482 of the beneficial conversion features.

Note_4_Derivative_Liability

Note 4 Derivative Liability	6 Months Ended
	Jun. 30, 2014
Notes	'
Note 4 Derivative Liability	'
	Note 4 Derivative Liability
	The Company has various convertible instruments outstanding more fully described in Note 3, some of which contain derivative features. As of June 30, 2014, the fair value of the Company’s derivative liabilities was $191,116.
	The following table summarizes the derivative liabilities included in the consolidated balance sheet:
		Fair Value Measurements Using Significant Unobservable Inputs (Level 3
	Derivative Liabilities:
	December 31, 2013	$	215,282
	Change in fair value		-24,166
	June 30, 2014	$	191,116
	The fair values of derivative instruments were estimated using the Black Scholes pricing model based on the following weighted-average assumptions:
		Convertible Debt Instruments
	Risk-free rate		0.16%
	Expected volatility		342.19%
	Expected life		62 days

Note_5_Stock

Note 5 Stock	6 Months Ended
	Jun. 30, 2014
Notes	'
Note 5 Stock	'
	Note 5 Stockholders’ Deficit
	During the quarter ended June 30, 2014, the Company did not issue any shares of common stock. As a result, the total shares outstanding as of June 30, 2014 remained at 328,851,197. On March 25, 2014, Novation Holdings, Inc., an unrelated party, agreed to purchase 1,000,000 shares of voting preferred stock for $7,500.  The preferred shares will have voting power equal to 51 percent of the total combined voting power of all classes of stock entitled to vote on any matter.  The issuance of the shares was approved by the Board of Directors. The preferred shares have not been issued as the total purchase price has not been paid in full as of June 30, 2014.

Note_6_Income_Taxes

Note 6 Income Taxes	6 Months Ended
	Jun. 30, 2014
Notes	'
Note 6 Income Taxes	'
	Note 6  Income Taxes
	The provision (benefit) for income taxes for the periods ended June 30, 2014 and 2013 was as follows (assuming a 23% effective tax rate):
	Provision (benefit) for Income Taxes
		2014	2013
	Net income	$                        -	$                        -
	Non-deductible expenses	-	-
	Taxable income	-	-
	Net operating loss carry-forward	-	-
	Total current tax provision	$                        -	$                        -
	Deferred Tax Provision:
	Deferred tax benefit on current loss	$              29,988	$                2,957
	Label=#187; Non-deductible expenses	-	-531
	Change in valuation allowance	-29,988	-2,426
	Total deferred tax provision	$                        -	$                        -
	The Company had deferred income tax assets as of June 30, 2014 and December 31, 2013, as follows:
		2014	2013
	Loss carry-forwards	$         1,129,590	$         1,099,602
	Less-Valuation allowance	(1,129,590)	(1,099,602)
	Total net deferred assets	$                        -	$                        -
	The Company provided a valuation allowance equal to the deferred income tax assets as of June 30, 2014 and December 31, 2013, because it is not presently known whether future taxable income will be sufficient to utilize the loss carry-forwards.
	As of June 30, 2014, the Company had approximately $4,513,028 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire by the year 2032.
	The Company did not identify any material uncertain tax positions.  The Company did not recognize any interest or penalties for unrecognized tax benefits.
	The Company has filed income tax returns in the United States.

Note_7_Legal_Proceedings

Note 7 Legal Proceedings.	6 Months Ended
	Jun. 30, 2014
Notes	'
Note 7 Legal Proceedings.	'
	Note 7  Legal Proceedings.
	On October 25, 2012, JS Barkats PLLC filed a breach of contract action against the Company and a former officer, Aviram Malik in the Supreme Court of New York, for breach of contract relating to a funding transaction in June 2012.  The Complaint, which was apparently served on former management but was never answered or otherwise responded to by former management and which was never disclosed in our prior episodic filings, seeks to recover $45,395 in a cash finders’ fee allegedly due plus 2.5 percent of our issued and outstanding common stock as of the date the fee was earned, plus forfeiture of all of the common stock, warrants and options owned by Aviram Malik, individually.  As a result of the failure to respond to the action, we are now in default in this action and plaintiff is seeking entry of a default judgment.  Management has engaged with plaintiff and is attempting to reach an amicable resolution of the matter. No amount has been accrued in the financial statements related to the legal proceedings.
	There are no other known pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any other pending legal proceedings.

Note_4_Derivative_Liability_Th

Note 4 Derivative Liability: The Following Table Summarizes The Derivative Liabilities Included in The Consolidated Balance Sheet (Tables)	6 Months Ended
	Jun. 30, 2014
Tables/Schedules	'
The Following Table Summarizes The Derivative Liabilities Included in The Consolidated Balance Sheet:	'
	The following table summarizes the derivative liabilities included in the consolidated balance sheet:
		Fair Value Measurements Using Significant Unobservable Inputs (Level 3
	Derivative Liabilities:
	December 31, 2013	$	215,282
	Change in fair value		-24,166
	June 30, 2014	$	191,116

Note_4_Derivative_Liability_Th1

Note 4 Derivative Liability: The Fair Values of Derivative Instruments Were Estimated Using The Black Scholes Pricing Model Based On The Following Weighted-average Assumptions (Tables)	6 Months Ended
	Jun. 30, 2014
Tables/Schedules	'
The Fair Values of Derivative Instruments Were Estimated Using The Black Scholes Pricing Model Based On The Following Weighted-average Assumptions:	'
	The fair values of derivative instruments were estimated using the Black Scholes pricing model based on the following weighted-average assumptions:
		Convertible Debt Instruments
	Risk-free rate		0.16%
	Expected volatility		342.19%
	Expected life		62 days

Note_2_Going_Concern_Details

Note 2 Going Concern (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Details	'	'
Retained Earnings (Accumulated Deficit)	$18,171,389	$18,041,006

Note_4_Derivative_Liability_Th2

Note 4 Derivative Liability: The Following Table Summarizes The Derivative Liabilities Included in The Consolidated Balance Sheet (Details) (USD $)	0 Months Ended	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2014	Dec. 31, 2013
Details	'	'	'
Derivative Liability, Current	'	'	$215,282
Unrealized Gain (Loss) on Derivatives	-24,166	-24,166	'
Derivative Liability, Current	$191,116	$191,116	$215,282

Note_4_Derivative_Liability_Th3

Note 4 Derivative Liability: The Fair Values of Derivative Instruments Were Estimated Using The Black Scholes Pricing Model Based On The Following Weighted-average Assumptions (Details)	0 Months Ended	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2014
Details	'	'
Fair Value Assumptions, Risk Free Interest Rate	0.16%	0.16%
Fair Value Assumptions, Expected Volatility Rate	342.19%	342.19%
Fair Value Assumptions, Expected Term	'62 days	'62 days

Note_5_Stock_Details

Note 5 Stock (Details)	Jun. 30, 2014	Dec. 31, 2013
Details	'	'
Common Stock, Other Shares, Outstanding	328,851,197	'
Preferred Stock, Shares Authorized	1,000,000	0

Note_6_Income_Taxes_Details

Note 6 Income Taxes (Details) (USD $)	3 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Details	'	'
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amount	'	($531)
Deferred Other Tax Expense (Benefit)	29,988	2,957
Valuation Allowance, Deferred Tax Asset, Change in Amount	-29,988	-2,426
Operating Loss Carryforwards	4,513,028	1,099,602
Valuation Allowances and Reserves, Adjustments	($1,129,590)	($1,099,602)

Note_4_Derivative_Liability_De

Note 4 Derivative Liability (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Details	'	'
Derivative Liability, Current	$191,116	$215,282

Note3_Convertible_Notes_Payabl1

Note3 Convertible Notes Payable (Details) (USD $)	0 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2014	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2014
Details	'	'	'	'	'	'
Notes Payable, Current	$180,233	$180,233	'	$180,233	'	'
Notes Payable, Current	'	'	123,750	123,750	'	123,750
Interest Expense	17,731	9,699	8,046	17,732	17,401	17,731
Amortization of Financing Costs	'	$40,482	$0	$40,482	$0	'