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Item
4.01
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Changes
in Registrant’s Certifying Accountant
|
(a)
Change of Principal Accountant
1.
On July 3, 2018, Adamant DRI Processing and Minerals Group (the “Company”) was advised by MJF & Associates (“MJF”),
that it no longer wished to serve as and was terminating its relationship as the Company’s independent registered principal
accounting firm. MJF has been the Company’s independent registered principal accounting firm since February 2, 2015 and
issued a report on the Company’s financial statements for the years ended December 31, 2017 and 2016. MJF’s report
on the Company’s financial statements for the fiscal years ended December 31, 2017 and 2016 did not contain an adverse opinion
or a disclaimer of opinion, nor was it qualified or modified as to audit scope or accounting principles except to indicate that
there was substantial doubt about the Company’s ability to continue as a going concern. The decision to change auditors
was approved by entire Board of Directors of the Company.
2.
During the years ended December 31, 2017 and 2016 and the subsequent interim periods through the date of this filing, (i) the
Company has not had any disagreements with MJF on any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements, if not resolved to MJF’s satisfaction, would have caused them to make
reference thereto in their reports on the Company’s financial statements for such periods, and (ii) there were no reportable
events, as defined in Item 304(a)(1)(v) of Regulation S-K.
3. The Company has provided MJF with a copy
of disclosures it is making in this Form 8-K and requested that MJF furnish a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the statements made herein. A copy of MJF’s letter dated September 28,
2018, is filed as Exhibit 16.1 hereto.
On May 24, 2018, the board of directors
of the Company concluded, based on the recommendation of management, that its consolidated financial statements for the year ended
and as at December 31, 2016 (the “2016 Financial Statements”) included in its annual report on Form 10-K for the year
ended December 31, 2016, need to be restated as described below.
During the preparation of the Company’s
December 31, 2017 consolidated financial statements, the Company discovered that certain expenses related to lawsuits against
Haixing Huaxin Mining Industry Co., Ltd. which occurred during 2016 and prior years were not properly recorded and reflected in
the 2016 Financial Statements.
The Company’s management have discussed
their findings and conclusions relating to the periods described above with MJF & Associates, the Company’s current
independent registered public accounting firm.
4. Pursuant to a retainer letter dated September
4, 2018, the Company has engaged HHC (“HHC”), an accounting firm with offices in New York City and Beijing, as
its registered independent public accountants. The decision to engage HHC was approved by the Board of Directors of the Company.
5.
During the Company’s two most recent fiscal years ended December 31, 2017 and 2016, and through the date of this filing,
the Company did not consult with HHC on (i) the application of accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and HHC did not provide
either a written report or oral advice to the Company that HHC concluded was an important factor considered by the Company in
reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter the subject of any disagreement,
as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or (iii) a reportable event within the meaning
set forth in Item 304(a)(1)(v) of Regulation S-K.