UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

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

 

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022

 

Commission File Number: 000-49729

 

Adamant DRI Processing and Minerals Group

(Exact name of registrant as specified in its charter)

 

Nevada   61-1745150

(State or Other Jurisdiction

of Incorporation)

  

(IRS Employer

Identification Number)

 

99 East State Street, #202, Eagle, Idaho 83616

(Address of principal executive offices)

 

(310) 220 4280

(Registrant’s telephone number, including area code)

 

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

 

Name of each exchange on which registered

 

Title of class    
None   N/A

 

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

 

Common Stock, $0.001 par value

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

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 ☒

 

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. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 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 ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss. 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. (Check one):

 

Large accelerated filer ☐ Accelerated filer ☐
   
Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☒
   
  Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No☐

 

As of June 30, 2022, the number of outstanding shares of the registrant’s common stock held by non-affiliates (excluding shares held by directors, officers and others holding more than 5% of the outstanding shares of the class) was 4,243,442. However, since there was no trading market for the common stock as of that date, it is impracticable to ascertain the aggregate market value of those shares as of that date.

 

As of April 13, 2023, we had outstanding 16,110,005 shares of common stock.

 

DOCUMENTS INCORPORATED BY REFERENCE: None

 

 

 

 

 

 

ADAMANT DRI PROCESSING AND MINERALS GROUP

 

    Page No.
PART I    
Item 1 Business 4
Item 1A Risk Factors 5
Item 2 Properties 11
Item 3 Legal Proceedings 11
Item 4 Mine Safety Disclosures 11
     
Part II    
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 12
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 13
Item 7A Quantitative and Qualitative Disclosures About Market Risk 16
Item 8 Financial Statements and Supplementary Data 16
Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 16
Item 9A Controls and Procedures 16
Item 9B Other Information 17
Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 17
     
Part III    
Item 10 Directors and Executive Officers and Corporate Governance 18
Item 11 Executive Compensation 19
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 19
Item 13 Certain Relationships and Related Transactions, and Director Independence 20
Item 14 Principal Accountant Fees and Services 20
     
Part IV    
Item 15 Exhibits and Financial Statement Schedules 21
     
Signatures   22

 

2

 

 

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

 

This report contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on forward-looking statements.

 

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

 

Implications of Being an Emerging Growth Company

 

As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

 

  ● a requirement to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure; and
  ● an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002.

 

We may take advantage of these provisions until the end of the fiscal year ending after the fifth anniversary of our initial public offering or such earlier time that we are no longer an emerging growth company and if we do, the information that we provide stockholders may be different than you might get from other public companies in which you hold equity.

 

We would cease to be an emerging growth company if we have more than $1.0 billion in annual revenue, have more than $700 million in market value of our shares of common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.

 

The JOBS Act permits an “emerging growth company” like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies.

 

3

 

 

PART I

 

Item 1. Business.

 

Organizational History

 

Adamant DRI Processing and Minerals Group, a Nevada corporation (the “Company”, referred to herein as “we,” “us,” “our,” and words of similar import), is the successor by domicile merger effected on August 29, 2014, to UHF Incorporated, a Delaware corporation (“UHF”), which was the successor by domicile merger effected on December 29, 2011 to UHF Incorporated, a Michigan corporation (“UHF-Michigan”). UHF–Michigan was incorporated on March 13, 1964.

 

We engaged in various business since our incorporation. We were not successful in any of the businesses we entered and discontinued all of our remaining operations effective March 31, 2019, at which time we became a non-operating shell company with nominal assets. We also are considered a “blank check company” subject to Rule 419. In August 2019 we elected to terminate our obligation to file reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and to that end filed a Form 15 with the Securities Exchange Commission. In August 2021 we filed a Registration Statement on Form 10 and became subject to the reporting requirements of the Exchange Act.

 

We intend to seek, investigate and, if such investigation warrants, engage in a business combination which may take the form of a “reverse merger” with a private entity whose business presents an opportunity for our stockholders. Our objectives discussed below are extremely general and are not intended to restrict our discretion. This discussion of the proposed business is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities.

 

We have not yet entered into any definitive agreement, nor do we have any binding commitment or understanding to enter or become engaged in a transaction.

 

We are not restricting our search for business combination candidates to any particular industry and will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. Further, we may acquire a venture which is in its preliminary or development stage, one which is already in operation, or in a more mature stage of its corporate existence. Accordingly, business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex.

 

In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another entity. We also may acquire stock or assets of an existing business. On the consummation of a transaction it is probable that the present management and stockholders of our company will no longer be in control of the company. In addition, our officers and directors, as part of the terms of the acquisition transaction, likely will be required to resign and be replaced by one or more new officers and directors without a vote of our stockholders.

 

It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of a transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on that market.

 

4

 

 

With respect to any merger or acquisition, negotiations with target company management are expected to focus on the percentage of our company which the target company stockholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company’s assets and liabilities, our stockholders will in all likelihood hold a substantially lesser percentage ownership interest in our company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with substantial assets. Any merger or acquisition effected by us can be expected to have a significant dilutive effect on the percentage of shares held by our stockholders at such time.

 

We will participate in a business opportunity only after the negotiation and execution of appropriate agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants.

 

Competition

 

We will remain an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than us. In view of our limited financial resources and limited management availability, we may be at a competitive disadvantage compared to our competitors.

 

Employees

 

We presently have no employees. Dr. Larry L. Eastland, our President and Principal Financial Officer, is engaged in other business activities and anticipates that he will devote to our business a limited time until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

 

Our Principal Office

 

Our principal office in space provided to us by Mr. Eastland at 99 East State Street, #202, Eagle, Idaho 83616

and our telephone number is 310 220 4280.

 

Item 1A. Risk Factors

 

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. You should read the section entitled “Special Notes Regarding Forward-Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this report.

 

5

 

 

Risks Related to Our Business

 

If our business plans are not successful, we may not be able to continue operations as a going concern and our stockholders may lose their entire investment in us.

 

We have no revenues and no operating business. We had a net loss of $71,843 and $60,899 for the years ended December 31, 2022, and 2021, respectively and a working capital deficit of $37,174, and an accumulated deficit of $9,551,043 at December 31, 2022. The report of our independent registered public accountants on our financial statements for the year ended December 31, 2022 states that these conditions, among others, raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to meet our financial requirements, raise additional capital, and the success of our future operations. We have no specific plans, understandings or agreements with respect to the raising of such funds as may be necessary to support our operations and we may seek to raise the required capital by the issuance of equity or debt securities or by other means, which would likely dilute the interests of our current shareholders.

 

Our principal business objective for the next twelve months will be to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our stockholders. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.

 

We may require financing to acquire any business.

 

We may require financing to find an acquisition candidate and consummate a transaction. We cannot assure you that we will be successful in obtaining financing or locating a business to acquire or consummating a transaction or that any business we might acquire will be operated in a profitable manner. We have no specific plans, understandings or agreements with respect to the raising of such funds as may be necessary to complete an acquisition and we may seek to raise the required capital by the issuance of equity or debt securities or by other means, which would likely dilute the interests of our current shareholders.

 

We expect losses in the future because we have no revenue.

 

As we have no revenue generating operations, we are expecting losses over the next 12 months due to the expenses associated with operating our public company. We are not currently engaged in any revenue generating activities and cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

 

As a blank check company, we must comply with Rule 419 of the Securities Act if we undertake an offering of our common stock.

 

The Securities Act defines a “blank check company” as a development stage company that has no specific business plan or purpose whose business plan is to merge with an unidentified company or companies. Thus, we are a blank check company. Rule 419 of the Securities Act requires, in the case of a registered offering of our common stock, that we undertake certain procedural steps before any shares of stock or the proceeds of the offering are released. Such requirements include:

 

Depositing the net offering proceeds in escrow until an acquisition has been completed;

Depositing all securities sold in the public offering into escrow until the acquisition has been completed;

Giving public shareholders an opportunity to consider any proposed acquisition and a chance to either approve the transaction and retain their shares or get at least 90% of their funds returned from the escrow.

 

The need to comply with the provisions of Rule 419 could deter a target company from seeking to complete a transaction with us.

 

As a shell company, we are not eligible to rely upon Form S-8 to issue our securities and are subject to enhanced reporting requirements.

 

As a shell company we are not eligible to rely upon Form S-8 to issue securities. Further, as a blank check we are subject to enhanced specific reporting requirements, including requirements as to the information to be disclosed in connection with any public offering of our securities as specified in Rule 419. These enhanced disclosure provisions and the rights to be provided to any purchaser in a public offering of our securities impose substantial costs on and impediments to a public offering of our common stock.

 

6

 

 

Because we are a shell company and have no business, holders of our common stock may not rely upon Rule 144 until disclosure provisions applicable to blank check companies are satisfied.

 

Rule 144 provides that shares of our common stock may not be sold under Rule 144 until we have ceased to be a shell company and one year has elapsed from the date on which we have filed Form 10 Information. Thus, a holder of our common stock may be required to hold his shares indefinitely.

 

As a blank check company, our shareholders may face significant restrictions on the resale of our Common Stock due to state “blue sky” laws and due to the applicability of Rule 419.

 

There are state “blue sky” regulations that may adversely affect the transferability of our Common Stock. We have not registered our Common Stock for resale under the securities or “blue sky” laws of any state. We are under no obligation to register or qualify our Common Stock in any state or to advise the shareholders of any exemptions.

 

We do not have any agreement for a business combination or other transaction.

 

We have not yet entered into any definitive agreement, nor do we have any binding commitment or understanding to enter into or become engaged in a merger with, joint venture with or acquisition of, a private or public entity. We cannot assure you that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that future funds allocated to the purchase of our shares will not be invested in a company with active business operations.

 

Our future success is highly dependent on the ability of management to locate and attract a suitable acquisition.

 

The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified target company. While business combinations with entities having established operating histories are preferred, there can be no assurance that we will be successful in locating candidates meeting such criteria. The decision to enter into a business combination will likely be made without detailed feasibility studies, independent analysis, market surveys or similar information which, if we had more funds available to us, would be desirable. In the event we complete a business combination the success of our operations will be dependent upon management of the target company and numerous other factors beyond our control. We cannot assure you that we will identify a target company and consummate a business combination.

 

There is competition for those private companies suitable for a merger transaction of the type contemplated by management.

 

We are in a highly competitive market for business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including Special Purpose Acquisition Corporations (“SPACs”), small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

 

7

 

 

We have not conducted market research to identify business opportunities, which may affect our ability to identify a business to merge with or acquire.

 

We have neither conducted nor have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. It may be expected that any target business or transaction will present a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.

 

Management intends to devote only a limited amount of time to seeking a target company which may adversely impact our ability to identify a suitable acquisition candidate.

 

While seeking a business combination, Larry Eastland, our Chief Executive Officer and President, anticipates devoting a limited time to our affairs. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.

 

We are dependent on the services of Larry Eastland, our Chief Executive Officer and President, to obtain capital required to implement our business plan and for identifying, investigating, negotiating and integrating potential acquisition opportunities. The loss of the services of Dr. Eastland could have a substantial adverse effect on us.

 

Our ability to acquire an operating business will be largely contingent on our ability to retain Larry Eastland upon whom we will rely to obtain capital required to implement our business plan and for identifying, investigating, negotiating and integrating potential acquisition candidates and to attract and retain a highly qualified corporate and operations level management team. The loss of the services of Dr. Eastland could have a substantial adverse effect on us.

 

The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.

 

Target companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including audited financial statements for the company acquired. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

 

We may be subject to further government regulation which would adversely affect our operations.

 

Although we will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences.

 

Any potential acquisition or merger with a foreign company may subject us to additional risks.

 

If we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

 

8

 

 

If we fail to develop and maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud, as a result, current and potential stockholders could lose confidence in our financial reports, which could harm our business and the trading price of our common stock.

 

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate and report on our internal controls over financial reporting. Compliance with Section 404 requires that we strengthen, assess and test our system of internal controls to provide the basis for our report. The process of strengthening our internal controls and complying with Section 404 is expensive and time consuming, and requires significant management attention. We cannot be certain that the measures we undertake will ensure that we will maintain adequate controls over our financial processes and reporting in the future. Furthermore, if we are able to rapidly grow our business, the internal controls that we will need will become more complex, and significantly more resources will be required to ensure our internal controls remain effective. Failure to implement required controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we discover a material weakness in our internal controls, the disclosure of that fact, even if the weakness is quickly remedied, could diminish investors’ confidence in our financial statements and harm our stock price. In addition, non-compliance with Section 404 could subject us to a variety of administrative sanctions, including the suspension of trading, ineligibility for listing on the OTC Markets, and the inability of registered broker-dealers to make a market in our common stock, which would further reduce our stock price.

 

Our sole officer and director, who will be responsible for preparing our financial statements and evaluating the effectiveness of our internal controls over financial reporting is not qualified to do so.

 

Larry Eastland, our sole officer and director, has not been trained in accounting and has extremely limited knowledge of United States Generally Accepted Accounting Principles and the rules and regulations of the SEC applicable to financial reporting or to being a public company generally and no experience in preparing financial statements in accordance with U.S. GAAP and evaluating the effectiveness of internal controls over financial reporting.

 

Our lack of adequate accounting personnel is a material weakness in our financial reporting.

 

A company is deemed to have a material weakness in financial reporting when one or more of its internal controls over financial reporting are ineffective. Because we lack accounting personnel with training and experience in U. S. GAAP, financial reporting and the design and evaluation of internal controls over financial reporting, we have a material weakness which could result in a material misstatement in our financial statements. Any misstatement in our financial statements could cause us to have to restate our financial statements, which would be expensive, time consuming and adversely impact our ability to realize our business plan.

 

You will not have the ability to determine the outcome of matters requiring stockholder approval, including the acquisition of a target business.

 

It is anticipated that any acquisition we consummate will not require the consent of our shareholders. As a result, you will not have the ability to determine the outcome of matters related thereto.

 

There is no active trading market for our shares of common stock.

 

There is no active trading market for our common stock. There can be no assurance that a regular trading market for our securities will develop, or that if one develops, that it will be sustained. The trading price of our securities could be subject to wide fluctuations, in response to announcements by us or others, developments affecting us, and other events or factors. In addition, the stock market has experienced extreme price and volume fluctuations in recent years. These fluctuations have had a substantial effect on the market prices for many companies, often unrelated to the operating performance of such companies, and may adversely affect the market prices of the securities. Such risks could have an adverse effect on the stock’s future liquidity.

 

9

 

 

Our common stock is subject to the “Penny Stock” Rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

 

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

 

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience and objectives of the person; and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common shares and cause a decline in the market value of our stock.

 

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

 

Under our Articles of Incorporation, our Board of Directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to adversely affect stockholder voting power and perpetuate the board’s control over our company.

 

Our Board of Directors by resolution may authorize the issuance of up to one million shares of preferred stock in one or more series with such limitations and restrictions as it may determine, in its sole discretion, with no further authorization by security holders required for the issuance of such shares. The Board may determine the specific terms of the preferred stock, including: designations; preferences; conversions rights; cumulative, relative; participating; and optional or other rights, including: voting rights; qualifications; limitations; or restrictions of the preferred stock.

 

The issuance of preferred stock may adversely affect the voting power and other rights of the holders of common stock. Preferred stock may be issued quickly with terms calculated to discourage, make more difficult, delay or prevent a change in control of our company or make removal of management more difficult. As a result, the Board of Directors’ ability to issue preferred stock may discourage the potential hostile acquirer, possibly resulting in beneficial negotiations. Negotiating with an unfriendly acquirer may result in terms more favorable to us and our stockholders. Conversely, the issuance of preferred stock may adversely affect the market price of, and the voting and other rights of the holders of the common stock. We presently have no plans to issue any preferred stock.

 

We may, in the future, issue additional shares of common stock, which would reduce investors’ percent of ownership and may dilute our share value.

 

Our Articles of Incorporation authorizes the issuance of 100 million shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any trading market for our common stock.

 

Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

 

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. We cannot assure you that you will be able to sell shares when you desire to do so.

 

10

 

 

Risks Related to Ownership of Common Stock and Operation as a Public Company.

 

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance efforts.

 

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act and related SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting. For example, on January 30, 2009, the SEC adopted rules requiring companies to provide their financial statements in interactive data format using the extensible Business Reporting Language, or XBRL. We are required to comply with these rules. Our management and other personnel will need to devote a substantial amount of time and financial resources to comply with these requirements, as well any new requirements implemented by the SEC. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly and could lead to a diversion of management time and attention from revenue generating activities to compliance activities. We are currently unable to estimate these costs with any degree of certainty. These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors and board committees or as executive officers and more expensive for us to obtain director and officer liability insurance.

 

The Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit your ability to buy and sell our common stock, which could depress the price of our shares.

 

FINRA has adopted rules that require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

 

We do not foresee paying cash dividends on our common stock in the foreseeable future and, as a result, our investors’ sole source of gain, if any, will depend on capital appreciation, if any.

 

We do not plan to declare or pay any cash dividends on our shares of common stock in the foreseeable future. As a result, investors should not rely on an investment in our securities if they require the investment to produce dividend income. Capital appreciation, if any, of our shares may be investors’ sole source of gain for the foreseeable future. Moreover, investors may not be able to resell their shares of our common stock at or above the price they paid for them.

 

Item 2. Properties.

 

We do not own or lease any real estate. Our sole officer and director operates out of his home.

 

Item 3. Legal Proceedings

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

 

Item 4. Mine Safety Disclosures.

 

Not applicable

 

11

 

 

PART II

 

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Market Information

 

Our common stock is quoted on the OTCPINK under the symbol “ADMG”. However, trading in our shares of common stock has been and continues to be limited and sporadic.

 

Record Holders

 

On April 11, 2023, we had approximately 255 holders of record of our common stock.

 

Sales of Unregistered Equity Securities

 

We did not issue or sell any other unregistered equity securities during 2022.

 

Purchases of Our Equity Securities

 

We did not purchase any of our equity securities during 2022

 

Securities Authorized for Issuance under Equity Compensation Plans

 

We had no equity compensation plans in effect as of December 31, 2022, and the date hereof or as of December 31, 2022.

 

Penny Stock Regulations

 

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. Our common stock is a “penny stock” and is 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 Rule 15g-9, 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, thus possibly making it more difficult for us to raise additional capital.

 

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in penny stock, of a disclosure schedule required 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.

 

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Overview

 

Adamant DRI Processing and Minerals Group (the “Company,” “we” or “us” or words of similar meaning), is a Nevada corporation incorporated in July 2014 and successor by merger to UHF Incorporated, a Delaware corporation (“UHF”), which in turn was the successor to UHF Incorporated, a Michigan corporation (“UHF Michigan”), as a result of a domicile merger effected on December 29, 2011.

 

We discontinued all of our remaining business operations effective March 31, 2019, at which time we became a non-operating shell company with nominal assets. In August 2021 we filed a Registration Statement on Form 10 and became subject to the reporting requirements of the Exchange Act. We also are considered a “blank check company” subject to Rule 419. We intend to seek, investigate and, if such investigation warrants, engage in a business combination which may take the form of a “reverse merger” with a private entity whose business presents an opportunity for our stockholders.

 

During the next 12 months, we anticipate incurring costs to file Exchange Act reports, and, if a suitable target company is found, costs to consummate acquisition. We believe we will be able to meet these costs through amounts, as necessary, to be loaned by or invested in us by our stockholders, management or other investors. We have no specific plans, understandings or agreements with respect to the raising of such funds, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since we have no such arrangements or plans currently in effect, our inability to raise funds for the consummation of an acquisition may have a severe negative impact on our ability to become a viable company.

 

Results of Operations

 

Comparison of the years ended December 31,2022 and 2021

 

   2022   2021   $ change   Percentage change 
Revenue  $-   $-   $-    n/a%
Cost of services provided   -    -    -    n/a%
Gross profit   -    -    -    n/a%
Operating expenses   71,843    61,099    10,744    17.6%
Loss from operations   (71,843)   (61,099)   10,744    17.6%
Total non-operating income, net   -    200    200    100%
Loss before income taxes   (71,843)   (60,899)   10,944    18.0%
Income tax expense   -    -    -    -%
Net loss  $(71,843)  $(60,899)  $10,944    18.0%

 

Operating Expenses

 

Operating expenses were $71,843 for the year ended December 31, 2022, compared to $61,099 for the year ended December 31, 2021, an increase of $10,744 or 17.6%, primarily as a result of the increase of professional fees which related to the SEC filings.

 

Net Loss

 

We had a net loss of $71,843 for the year ended December 31, 2022, compared to net loss of $60,899 for the year ended December 31, 2021.

 

Liquidity and Capital Resources

 

As of December 31, 2022, and December 31, 2021, cash and equivalents and restricted cash were $0. At December 31, 2022 and 2021, we had a working capital deficit of $37,175 and $66,099, respectively. The decrease in our working capital deficit during the year ended December 31, 2022, reflects the fact that during such period our former officer and director contributed outstanding loans and newly incurred expenses up to the time of a change of control to paid in capital.

 

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We have had to rely on loans from our director and third party to maintain our operations since we disposed of our interest in Shenzhen Technology Company and became a shell company in March 2019. We anticipate incurring a minimum of $50,000 in expenses over the next twelve months and could incur more significant expenses in connection with any proposed acquisition. In all likelihood we will remain dependent upon the efforts of our sole director and officer, and his willingness and that of our principal stockholders to provide the capital necessary to continue our business and fund our cash needs until we generate meaningful revenues. There can be no assurance that we will be able to raise the funds necessary to fund our operations until such time as we complete a business combination and we cannot assure you that we can identify a suitable business to acquire or combine with. If we were to fail to raise the capital necessary to maintain our operations our common stock would likely become worthless.

 

The following is a summary of cash provided by or used in each of the indicated types of activities during the years ended December 31, 2022 and 2021, respectively.

 

  

Years Ended

December 31,

 
   2022   2021 
Net cash provided by (used in) operating activities  $(78,908)  $(38,581)
Net cash used in investing activities   -    - 
Net cash (used in) provided by financing activities  $78,908   $38,581 

 

Net cash used in operating activities

 

Net cash used in operating activities was $78,908 compared to cash used of $38,581 for the years ended December 31, 2022 and 2021, respectively. Net cash used in operating activities in fiscal year 2022 includes our net loss of $71,843 and an increase to prepaid expenses of $2,998 and a decrease in accrued expenses of $4,066. Cash used in operating activities in fiscal year 2021 relates predominantly to our net loss of $60,899 offset by an increase to accrued expenses of $22,318.

 

Net cash used in investing activities

 

Net cash used in investing activities was $0 for the years ended December 31, 2022 and 2021, respectively.

 

Net cash provided by financing activities

 

Net cash provided by financing activities was $78,908 and $38,581 for the years ended December 31, 2022 and 2021, respectively. The net cash provided by financing activities in the year ended December 31, 2022 reflects advances from the former officer of $57,187 and loans of $21,721 from a third party. The net cash provided by financing activities in the year ended December 31, 2021 were advances from the former officer for paying expenses of the Company.

 

Off-Balance Sheet Arrangements

 

We have not entered into any financial guarantees or other commitments to guarantee the obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

 

Critical Accounting Policies and Estimates

 

Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which were prepared in accordance with US GAAP. While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements, we believe the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.

 

14

 

 

Going Concern

 

Our financial statements have been prepared assuming that we will continue as a going concern. We incurred losses of $71,843 and $60,890 for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, we had a working capital deficit of $37,174, and an accumulated deficit of $9,551,043. These factors raise substantial doubt about our ability to continue as a going concern. Our capital requirements will depend on many factors including whether we can identify a target for acquisition. In all likelihood we will remain dependent upon the efforts of our sole director and officer, and his willingness and that of our principal stockholders to provide the capital necessary to continue our business and fund our cash needs until we generate meaningful revenues. There can be no assurance that we will be able to raise the funds necessary to fund our operations until such time as we complete a business combination. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Basis of Presentations

 

Our financial statements are prepared in accordance with US GAAP and the requirements of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”).

 

Use of Estimates

 

In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates, required by management, include the recoverability of long-lived assets, allowance for doubtful accounts, and the reserve for obsolete and slow-moving inventories. Actual results could differ from those estimates.

 

Revenue Recognition

 

The Company follows Accounting Standards Update (“ASU”) 2014-09 (and related amendments subsequently issued in 2016), Revenue from Contracts with Customers (ASC 606).

 

FASB ASC Topic 606 requires use of a new five-step model to recognize revenue from customer contracts. The five-step model requires the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies each performance obligation.

 

Recent Accounting Pronouncements

 

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its financial statements and related disclosures.

 

15

 

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future CFS.

 

Item 7A. Item Quantitative and Qualitative Disclosures About Market Risk.

 

This item does not apply to smaller reporting companies.

 

Item 8. Financial Statements and Supplementary Data.

 

Our financial statements appear beginning on page F-1, immediately following the signature page of this report.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

Not applicable.

 

Item 9A. Controls and Procedures.

 

Disclosure Controls and Procedures

 

Management of Adamant DRI Processing and Minerals Group is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.

 

At December 31, 2022, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of our Chief Executive Officer/ Chief Financial Officer. Based on his evaluation of our disclosure controls and procedures, he concluded that at December 31, 2022, such disclosure controls and procedures were not effective. This was due to our limited resources, including the absence of a financial staff with accounting and financial expertise and deficiencies in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”

 

Our management, our Chief Executive Officer/Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.

 

16

 

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

 

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and (iv) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions may occur or the degree of compliance with the policies or procedures may deteriorate.

 

Our management has conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer of the effectiveness of our internal control over financial reporting as of December 31, 2022. This evaluation was based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, Internal Control-Integrated Framework. Based upon such assessment, our Chief Executive Officer and Chief Financial Officer has concluded that due to the absence of a financial staff with accounting and financial expertise and certain deficiencies in the design or operation of our internal control over financial reporting, our internal controls over financial reporting were not effective as of December 31, 2022.

 

This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. The rules of the Securities and Exchange Commission do not require an attestation of the Management’s report by our registered public accounting firm in this annual report.

 

Changes in Internal Controls

 

There have been no changes in our internal control over financial reporting that occurred during our fiscal year ended December 31, 2022 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting. Given the limitations of our accounting personnel, we need to take additional steps to insure that our financial statements are in accordance with US GAAP.

 

Item 9B. Other Information

 

None.

 

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 

Not applicable.

 

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PART III

 

Item 10. Directors and Executive Officers and Corporate Governance.

 

Directors and Executive Officers

 

Name   Age   Position
Dr. Larry L. Eastland   80   Director and Chief Executive and Financial Officer

 

Dr. Larry L Eastland has served as a Director and the Chief Executive Officer and Chief Financial Officer of our company since March 28, 2022

 

Dr. Larry Eastland is a seasoned entrepreneur who has provided business advisory services for more than three decades on four continents. He has served four U.S. Presidents including as Staff Assistant to the President; U.S. Delegate to the World Tourism Organization; Director of Operations for the Summit of Industrialized Nations; and, Deputy to the Undersecretary of State. He was a Delegate or Presidential Representative at the Republican National Convention six times, including as a Convention Director for President Gerald Ford. He is Chairman of the Board of Directors of The John A. Widtsoe Foundation, an affiliate of the University of Southern California. He earned a doctorate from USC and has taught at four universities. He is a combat decorated U.S. Marine Corps officer having served as an infantry Firebase and Company Commander in Vietnam. He served as a missionary for The Church of Jesus Christ of Latter-day Saints in Berlin, Germany during the “Berlin Crisis”. His articles have appeared in the Wall Street Journal, Conservative Battleline, Meridian Magazine, The Washington Times and The Spectator.

 

Board Meetings; Committees and Membership

 

Our Board of Directors (“BOD”) did not hold any meetings during the fiscal year ended December 31, 2022, but adopted actions by unanimous written consent when necessary to effectuate corporate actions.

 

Our BOD currently consists of one individual and does not have a standing audit, nominating or compensation committees. Instead, the functions that might be delegated to such committees are carried out by our BOD, to the extent required. Our BOD believes that Larry Eastland has sufficient knowledge and experience to fulfill the duties and obligations of the audit committee for the Company. However, he is not an “audit committee financial expert” within the meaning of the rules and regulations of the SEC.

 

Our BOD does not currently have a policy for the qualification, identification, evaluation, or consideration of board candidates and does not think that such a policy is necessary at this time, because it believes that, given the limited scope of the Company’s operations, a specific nominating policy would be premature and of little assistance until the Company’s business operations are at a more advanced level. Currently the entire Board decides on nominees.

 

Our BOD does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The Company does not have any restrictions on shareholder nominations under its articles of incorporation or bylaws. The only restrictions are those applicable generally under Nevada law and the federal proxy rules. The BOD will consider suggestions from individual shareholders, subject to an evaluation of the person’s merits. Shareholders may communicate nominee suggestions directly to the Board, accompanied by biographical details and a statement of support for the nominees. The suggested nominee must also provide a statement of consent to being considered for nomination. There are no formal criteria for nominees.

 

Independent Directors

 

We do not have any independent directors as the term “independent” is defined by Nasdaq Marketplace Rule 5605(a)(2).

 

Compensation of Directors

 

No member of our board of directors received any compensation for services as a director during the year ended December 31, 2022 and currently no compensation arrangements are in place for the compensation of directors.

 

Compliance with Section 16(a) of the Exchange Act

 

Section 16 of the Securities Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities to file various reports with the SEC concerning their holdings of, and transactions in, our securities. Copies of these filings must be furnished to us. Based on a review of the copies of such forms furnished to us, we believe that Dr. Larry L Eastland, our sole director and our Chief Executive Officer and Chief Financial Officer, failed to file his initial report on Form 3 reporting his ownership of our shares of common stock. We believe further that Global Strategies, Inc., which purchased 11,866,563 shares of our common stock as of March 28, 2022, failed to file various reports with the SEC concerning its holdings of, and transactions in, our securities.

 

Shareholders Communications

 

Shareholders may communicate with the Board of Directors and individual directors by submitting their communications in writing to the Company’s corporate secretary at 99 East State Street, #202, Eagle, Idaho 83616. Any communications received that are directed to the Board of Directors will be processed by the Corporate Secretary and distributed promptly to the Board of Directors or individual directors, as appropriate. If it is unclear from the communication received whether it was intended or appropriate for the Board, the Corporate Secretary will (subject to any applicable regulatory requirements) use his business judgment to determine whether such communications should be conveyed to the Board of Directors.

 

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Significant Employees

 

Other than Dr. Larry L. Eastland, we have no full-time employees or consultants whose services are materially significant to our business.

 

Item 11. Executive Compensation.

 

Dr. Larry L. Eastland is our only officer and director. Neither Dr. Eastland nor Ethan Chaung, who served as our director prior to Dr. Eastland, received any compensation for services as a director or officer in the years ended December 31, 2022 and 2021. Currently, no compensation arrangements are in place for Dr. Eastland.

 

Summary of Employment Agreements and Material Terms

 

Currently, no compensation arrangements are in place for our director or officer.

 

Outstanding Equity Awards at Fiscal Year End

 

For the year ended December 31, 2022, no director or executive officer has received compensation from us pursuant to any compensatory or benefit plan. There is no plan or understanding, express or implied, to pay any compensation to any director or executive officer pursuant to any compensatory or benefit plan, although we anticipate that we will compensate our officers and directors for services to us with stock or options to purchase stock, in lieu of cash. Further, as a public company, we might adopt incentive plans, including stock and option plans, in order to compensate management for services rendered to the Company.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table sets forth information concerning beneficial ownership of our common stock as of April 13, 2023, by (i) any person or group with more than 5% of our common stock, (ii) each director, (iii) our chief executive officer and each other executive officer whose cash compensation for the most recent fiscal year exceeded $100,000 and (iv) all such executive officers and directors as a group. To our knowledge, the persons named in the table have sole voting and investment power with respect to all shares of securities shown as beneficially owned by them. As of April 11, 2023, we had outstanding 16,110,005 shares of common stock.

 

Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Each beneficial owner’s percentage ownership is determined by assuming that options or warrants that are held by such person (but not those held by any other person) and which are exercisable within 60 days from the date of this report have been exercised. Except as noted below, each person has sole voting and investment power.

 

Name of Stockholder  Amount and Nature of Beneficial Ownership   Percent of Class 
Our Directors and Executive Officers:          
Dr. Larry Eastland   -    0%
           
Holders of over 5%         %
           
Global Strategies Inc.   11,866,563    73.65%
           
Total Directors, Officers and over 5% holders   11,866,563    73.65%

 

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Item 13. Certain Relationships And Related Transactions, And Director Independence.

 

Transactions with Related Persons

 

The following includes a summary of certain transactions, including all those which occurred since January 1, 2021, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest. We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

 

Advances from Related Parties

 

At December 31, 2022 and 2021 we owed $0 and $43,581 to our former director for advances to meet operating needs. This advance has been satisfied.

 

Director Independence

 

We currently do not have any independent directors as the term “independent” is defined by the rules of the Nasdaq Stock Market.

 

Item 14. Principal Accountant Fees and Services.

 

The following is a summary of the fees billed to us for professional services rendered by our registered independent public accountants for the fiscal year ended December 31, 2022 and 2021. Keith K. Zhen, CPA has served as our registered independent public accountants since April 13, 2021.

 

   Fiscal year ended
December 31,		 
   2022   2021 
         
Audit Fees  $13,000   $10,000 
Audit Related Fees   -      
Tax Fees   -      
All Other Fees   -      
   $13,000   $10,000 

 

Audit Fees. Consists of fees billed for professional services rendered for the audit of our financial statements and review of interim financial statements included in quarterly reports and services that are normally provided in connection with statutory and regulatory filings or engagements.

 

Audit Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”.

 

Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include preparation of federal and state income tax returns.

 

All Other Fees. Consists of fees for product and services other than the services reported above.

 

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Board of Directors’ Pre-Approval Policies

 

Our Board of Directors’ (“BOD”) policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit related services, tax services, and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the BOD regarding the extent of services provided by the independent auditors in accordance with this pre-approval and the fees for the services performed to date. The BOD may also pre-approve particular services on a case-by-case basis.

 

Our BOD has reviewed our audited financial statements contained in our Annual Report on Form 10-K for the 2021 fiscal year. The BOD also has been advised of the matters required to be discussed pursuant to PCAOB Rule 3526 (Communication with Audit Committees Concerning Independence), which includes, among other items, matters related to the conduct of the audit of our financial statements.

 

Our BOD has considered whether the provision of services other than audit services is compatible with maintaining auditor independence. Based on the review and discussions referred to above, the BOD has determined that the audited financial statements be included in our Annual Report on Form 10-K for our 2021 fiscal year for filing with the SEC.

 

PART IV

 

ITEM 15. Exhibits and Financial Statement Schedules.

 

(a) The following documents have been filed as a part of this Annual Report on Form 10-K.

 

1. Financial Statements
   
  Years Ended December 31, 2022 and 2021

 

  Page
Financial Statements:  
Report of Independent Registered Public Accounting Firm F-1
Consolidated Balance Sheets as of December 31, 2022 and 2021 F-2
Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021 F-3
Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2022 and 2021 F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021 F-5
Notes to Financial Statements F-6

 

2. Financial Statement Schedules.

 

All schedules are omitted because they are not applicable or not required or because the required information is included in the Financial Statements or the Notes thereto.

 

3. Exhibits. The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:

 

Exhibit No.   Description
     
3.1   Articles of Incorporation (incorporated by reference herein from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 2, 2014).
     
3.2   By-laws (incorporated by reference herein from Exhibit 3.4 to the Company’s Report on Form 8-K filed September 2, 2014.)
     
31.1   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934.
     
32.1   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
     
101.INS*   XBRL Instance Document – The instance document does not appear in the Interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*   Inline XBRL Taxonomy Extension Schema
101.CAL*   Inline XBRL Taxonomy Extension Calculation
101.DEF*   Inline XBRL Taxonomy Extension Definition
101.LAB*   Inline XBRL Taxonomy Extension Label
101.PRE*   Inline XBRL Taxonomy Extension Presentation
104*   Cover Page Interactive Data File, formatted in inline XBRL.

 

* to be filed by amendment

 

21

 

 

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, thereunto duly authorized.

 

  Adamant DRI Processing and Minerals Group
     
Date: April 17, 2023 By: /s/ Dr. Larry L. Eastland
   

Dr. Larry L. Eastland

Chief Executive Officer and Chief Financial Officer (Principal Executive and Financial Officer

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on April 17, 2023.

 

Signature   Title
     
/s/ Dr. Larry L. Eastland   Chief Executive Officer, Chief Financial Officer and a Director

Dr. Larry L. Eastland

(Principal Executive and Financial Officer)

    

 

22

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and

Stockholders of Adamant DRI Processing and Minerals Group

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Adamant DRI Processing and Minerals Group (the Company) as of December 31, 2022 and 2021, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern Matter

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred recurring net losses with significant accumulated deficit, and negative cash flows from operations. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

 

/S/ Keith K Zhen CPA  
Keith K Zhen CPA  

 

PCAOB ID 6673

We have served as the Company’s auditor since 2021

Brooklyn, NY

April 17, 2023

 

F-1

 

 

ADAMANT DRI PROCESSING AND MINERALS GROUP

CONSOLIDATED BALANCE SHEETS

 

   DECEMBER 31, 2022   DECEMBER 31, 2021 
         
ASSETS          
           
CURRENT ASSETS          
Cash & equivalents  $-   $- 
Prepaid expense   2,998    - 
           
Total current assets   2,998    - 
           
TOTAL ASSETS  $2,998   $- 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
CURRENT LIABILITIES          
Accrued liabilities and other payables  $18,451   $22,518 
Loan payable   21,721    - 
Advance from related party   -    43,581 
           
Total current liabilities   40,172    66,099 
           
STOCKHOLDERS’ EQUITY          
Convertible preferred stock: $0.001 par value; 1,000,000 shares authorized, no shares issued and outstanding   -    - 
Common stock, $0.001 par value; authorized shares 100,000,000; issued and outstanding 16,110,005 shares   16,110    16,110 
Additional paid in capital   7,639,325    7,538,557 
Accumulated other comprehensive income   1,858,434    1,858,434 
Accumulated deficit   (9,551,043)   (9,479,200)
           
Total stockholders’ deficit   (37,174)   (66,099)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $2,998   $- 

 

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

 

F-2

 

 

ADAMANT DRI PROCESSING AND MINERALS GROUP

CONSOLIDATED STATEMENTS OF OPERATIONS

 

         
   YEARS ENDED DECEMBER 31, 
   2022   2021 
         
Net sales  $-   $- 
           
Cost of services provided   -    - 
           
Gross profit   -    - 
           
Operating expenses          
General and administrative   71,843    61,099 
           
Total operating expenses   71,843    61,099 
           
Loss from operations   (71,843)   (61,099)
           
Other income   -    200 
           
Loss before income tax   (71,843)   (60,899)
           
Income tax expense   -    - 
           
Net loss   (71,843)   (2,500)
           
Basic and diluted weighted average shares outstanding   16,110,005    20,552,902 
           
Basic and diluted net loss per share  $(0.00)  $(0.00)

 

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

 

F-3

 

 

ADAMANT DRI PROCESSING AND MINERALS GROUP

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

YEARS ENDED DECEMBER 31, 2022 AND 2021

 

                         
   Common shares   Amount   Additional paid in capital   Accumulated deficit   Accumulated other comprehensive income   Total
stockholders’
(deficit)		 
Balance at January 1, 2021   16,110,005    16,110    7,538,557   $(9,418,301)   1,858,434    (5,200)
                               
Net loss   -    -    -    (60,899)   -    (60,899)
                               
Balance at December 31, 2021   16,110,005   $16,110   $7,538,557   $(9,479,200)  $1,858,434   $(66,099)
Balance   16,110,005   $16,110   $7,538,557   $(9,479,200)  $1,858,434   $(66,099)
                               
Contributions by shareholders   -    -    100,768    -    -    100,768 
                               
Net loss   -    -    -    (71,843)   -    (71,843)
                               
Balance at December 31, 2022   16,110,005   $16,110   $7,635,739   $(9551,043)  $1,858,434   $(37,175)
Balance   16,110,005   $16,110   $7,635,739   $(9551,043)  $1,858,434   $(37,175)

 

The accompanying notes are an integral part of the consolidated financial statements

 

F-4

 

 

ADAMANT DRI PROCESSING AND MINERALS GROUP

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   2022   2021 
   YEARS ENDED DECEMBER 31, 
   2022   2021 
         
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(71,843)  $(60,899)
Adjustments to reconcile net loss to net cash used in operating activities:          
Changes in assets and liabilities:          
Increase in prepaid expenses   2,998    - 
Accrued liabilities and other payables   (4,067)   22,318 
           
Net cash provided by (used in) operating activities   (78,908)   (38,581)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Loan payable   21,721    - 
Advance from related party   57,187    38,581 
           
Net cash provided by (used in) financing activities   78,908    38,581 
           
NET INCREASE IN CASH & EQUIVALENTS   -    - 
           
CASH & EQUIVALENTS, BEGINNING OF YEAR   -    - 
           
CASH & EQUIVALENTS, END OF YEAR  $-   $- 
           
Supplemental Cash Flow Data:          
Income tax paid  $-   $- 
Interest paid  $-   $- 
           
Supplemental disclosure of non-cash operating activities          
Capital Contribution by shareholder  $100,768   $- 

 

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

 

F-5

 

 

ADAMANT DRI PROCESSING AND MINERALS GROUP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Adamant DRI Processing and Minerals Group (the “Company”), is a Nevada corporation incorporated in July 2014 and successor by merger to UHF Incorporated, a Delaware corporation (“UHF”), which in turn was the successor to UHF Incorporated, a Michigan corporation (“UHF Michigan”), as a result of domicile merger effected on December 29, 2011.

 

The Company had been engaged in the various business since its incorporation. The Company was not successful and discontinued the majority of its operation on March 31, 2019 and became a shell company. Beginning from April 1, 2019, the Company plans on merging with another entity with experienced management and opportunities for growth.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

 

Going Concern

 

The financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred losses of $71,843 and $60,899 for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company had a working capital deficit of $37,175, and an accumulated deficit of $9,551,043. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and the Company’s efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available on acceptable terms in the future. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Use of Estimates

 

In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates, required by management, include the recoverability of long-lived assets, allowance for doubtful accounts, and the reserve for obsolete and slow-moving inventories. Actual results could differ from these estimates.

 

Cash and Equivalents

 

Cash and equivalents include cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

Accounts Receivable, net

 

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves.

 

F-6

 

 

Property and Equipment, net

 

Property and equipment are stated at cost, less accumulated depreciation. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is computed using shorter of useful lives of the property or the unit of depletion method. For shorter-lived assets the straight-line method over estimated lives ranging from 3 to 5 years is used as follows:

SUMMARY OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES 

Office Equipment   3-5 years 

 

Impairment of Long-Lived Assets

 

Long-lived assets, which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

Recoverability of long-lived assets to be held and used is measured by comparing of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by it. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds its fair value (“FV”). FV is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. The Company did not have any long-lived assets as of December 31, 2022 and 2021.

 

Income Taxes

 

Income taxes are accounted for using an asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

The Company follows ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures.

 

Under the provisions of ASC Topic 740, when tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. At December 31, 2022 and 2021, the Company did not take any uncertain positions that would necessitate recording a tax related liability.

 

F-7

 

 

Revenue Recognition

 

The Company follows Accounting Standards Update (“ASU”) 2014-09 (and related amendments subsequently issued in 2016), Revenue from Contracts with Customers (ASC 606).

 

FASB ASC Topic 606 requires use of a new five-step model to recognize revenue from customer contracts. The five-step model requires the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies each performance obligation.

 

Fair Value of Financial Instruments

 

For certain of the Company’s financial instruments, including cash and equivalents, accrued liabilities and accounts payable, carrying amounts approximate their FV due to their short maturities. FASB ASC Topic 825, “Financial Instruments,” requires disclosure of the FV of financial instruments held by the Company. The carrying amounts reported in the balance sheets for current liabilities each qualify as financial instruments and are a reasonable estimate of their FVs because of the short period of time between the origination of such instruments and their expected realization and the current market rate of interest.

 

Fair Value Measurements and Disclosures

 

FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” defines FV, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for FV measures. The three levels are defined as follow:

 

● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
   
● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
   
● Level 3 inputs to the valuation methodology are unobservable and significant to the FV measurement.

 

The Company did not identify any assets and liabilities that are required to be presented on the balance sheet at FV.

 

Other Comprehensive Income

 

The Company follows the FASB ASC Topic 220, “Comprehensive Income”. Comprehensive income (loss) is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. Accumulated other comprehensive income resulted from foreign currency translation carried forward from prior operation.

 

F-8

 

 

Share-based Compensation

 

The Company accounts for share-based compensation awards in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”. We measure all share-based payments using the fair-value at grant date. We record forfeitures as they occur. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in the consolidated statement of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period.

 

Earnings (Loss) per Share (EPS)

 

The Company presents net income (loss) per share (“EPS”) in accordance with FASB ASC Topic 260, “Earning Per Share.” Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and warrants, and the if-converted method for the outstanding convertible instruments. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later) and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later).

 

Segment Reporting

 

FASB ASC Topic 280, “Segment Reporting”, requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the Company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

 

New Accounting Pronouncements

 

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its financial statements and related disclosures.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future CFS.

 

3. RELATED PARTIES TRANSACTIONS

 

The Company had advances due to a related party of $0 and $43,581 at December 31, 2022 and 2021, respectively. The advances were from the Company’s former sole director and officer to finance its operations. There were no written agreements for these advances and these advances are unsecured, bore no interest and are payable upon demand. The Company’s former sole director and officer waived the debts the Company owed him as of the acquisition date as more fully disclosed in Note 6; and such transactions were recorded as a capital contribution from him.

 

4. ACCRUED LIABILITIES AND OTHER PAYABLES

 

Accrued liabilities and other payables were $18,451 and $22,518 as of December 31, 2022 and 2021, respectively, mainly consisting of outstanding payables for accounting fees, audit fees, and legal expenses.

 

5. NOTE PAYABLE

 

In 2022, the Company signed a series of demand notes (the “Notes”) with NYJJ (Hong Kong) Limited (“NYJJ”). NYJJ was incorporated in Hong Kong and is an unrelated party of the Company. NYJJ will pay certain operating expenses for the Company. The Notes shall be non-interest bearing except that upon the occurrence and continuation of an Event of Default (as defined below), interest shall accrue and be payable in cash at the rate of 12% per annum. Interest on this Note shall be compounded annually calculated based upon a year consisting of 365 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which interest is payable. This note is unsecured and payable upon demand.

 

The failure of the Company to pay on demand any sum due under this Note within three days after demand by the Holder shall constitute an Event of Default.

 

As of December 31, 2022, the principal balance of the Notes was $21,721.

 

F-9

 

 

6. STOCKHOLDERS’ EQUITY

 

In September 2020, the Company entered Redemption Agreements with two individual shareholders for redemption of 2,366,668 shares of the Company’s common stock for $200. The 2,366,668 shares of common stock were subsequently retired. In September 2021, the two shareholders waived receipt of the $200 which was recorded as other income in the year ended December 31, 2021.

 

During the quarter ended March 31, 2022, as a result of the purchase of approximately 73% of the outstanding shares of the Company by Global Strategies, Inc. effected on March 28, 2022, the Company’s former sole director and officer, paid in full all the outstanding accounts payable and other payables and waived the debts the Company owed him as of the acquisition date; and such transactions were recorded as a capital contribution from him.

 

The Company had 16,110,005 shares issued and outstanding at December 31, 2022 and 2021.

 

7. INCOME TAXES

 

The Company’s federal corporate income tax rate was 21%. The following table reconciles the statutory rates to the Company’s effective tax rate for the years ended December 31, 2022 and 2021:

SCHEDULE OF STATUTORY INCOME TAX RATES 

   2021   2020 
US statutory rates (benefit)   (21.0)%   (21.0)%
Tax rate difference   -%   -%
Valuation allowance on NOL   21.0%   21.0%
Tax per financial statements   0.0%   0.0%

 

8. COMMITMENTS AND CONTINGENCIES

 

The Company adopted ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 

Contingent Liability from Prior Operation

 

The Company had been engaged in various businesses since its incorporation. The Company was not successful and discontinued the majority of its operation on March 31, 2019. Management believes that there are no valid outstanding liabilities from prior operations. If a creditor were to come forward and claim a liability, the Company has committed to contest such claim to the fullest extent of the law. No amount has been accrued in the financial statements for this contingent liability.

 

9 SUBSEQUENT EVENTS 

 

The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued and determined the Company did not have any material subsequent events to disclose in its consolidated financial statements.

 

F-10

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