UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10/A
(Amendment
No. 2)
GENERAL
FORM FOR REGISTRATION OF SECURITIES
Pursuant
to Section 12(b) or (g) of The Securities Exchange Act of 1934
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Adamant
DRI Processing and Minerals Group
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(Exact
name of registrant as specified in its charter)
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NEVADA
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61-1745150
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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6305
Hilltop Court, Fort Lee, New Jersey
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07024
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(714)
858-1147
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class
to
be so registered
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Name
of each exchange on which
each
class is to be registered
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Securities
to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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(Do
not check if a smaller reporting company)
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Smaller
reporting company
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[X]
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TABLE
OF CONTENTS
FORWARD
LOOKING STATEMENTS
This
registration statement contains forward-looking statements as defined under the U.S. federal securities laws. Generally, the words “believe,”
“expect,” “intend,” “estimate,” “anticipate,” “project,” “will,”
and similar expressions identify forward looking statements, which generally are not historical in nature. 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.
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.
On
June 30, 2014, we completed a reverse acquisition with Target Acquisitions I, Inc. (“Target”). As a result of the acquisition
of Target, we became the indirect owner of Zhangjiakou Tongda Mining Technologies Service Co., Ltd. (“China Tongda”), a Chinese
limited company. To simplify our structure, on July 2, 2014, we merged Target, our then wholly-owned subsidiary, into our company At
the time, we intended to engage in the iron ore mining business in China. Subsequently, we expanded these efforts to include the production
of direct reduced iron using advanced reduction rotary kiln technology.
We
were not successful in our efforts to mine or produce iron ore largely due to environmental initiatives undertaken by local and national
governments in China and in December 2018 we disposed of our interests in the iron ore business in China by entering into an Exchange
Agreement and a Termination Agreement whereby we transferred our interest in these businesses in exchange for an aggregate of 53,782,188
shares of our common stock returned to us by sixteen of our shareholders resident in China.
On
December 10, 2018, shortly before disposing of our iron ore interests, we entered into a series of VIE Agreements with Shenzhen Dingshang
Technology Company and its sole shareholder, Ms. Jing Xie, pursuant to which we assumed contractual control and administration of the
financial affairs and operations of Shenzhen Technology Company. Shenzhen Technology is dedicated to the provision of intelligent digital
implementation plans for exhibition center projects and display booths, and the provision of innovative model designs for different exhibition
centers and real estate. We issued 3,000,000 shares of our common stock to Ms. Xie in consideration of her entry into, and causing Shenzhen
Technology Company to enter into, the VIE Agreements. Pursuant to the VIE Agreements, we acquired operating control of Shenzhen Technology
Company and we were considered as the primary beneficiary of Shenzhen Technology Company until June 3, 2019, when we entered into a Termination
Agreement whereby we disposed of our interest in Shenzhen Technology Company.
Pursuant
to the Termination Agreement, the Company, Shenzhen Technology Company, Real Fortune BVI, Real Fortune HK, China Tongda and Ms. Xie
terminated the VIE Agreements, pursuant to which we, acting through China Tongda, controlled the operations of Shenzhen Technology
Company. As a result of the termination of the VIE Agreements, control of Shenzhen Technology Company reverted to Ms. Xie and we no
longer have any influence over the operations of Shenzhen Technology Company or any interest in its assets or the results of its
operations. In consideration for the termination of the VIE Agreements, we received 3,000,000 shares of our common stock. In
addition, we agreed that Ms. Xie shall be entitled to the benefit of the operations of our former subsidiaries, Real Fortune Mining,
Real Fortune Holdings and China Tongda commencing April 1, 2019. As a result of the disposition of Shenzhen Technology Company and
our other subsidiaries, we had and currently have no assets or operating business and are a “shell company,” as that
term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We also
meet the definition of a “blank check company” within the meaning of Rule 419 and our ability to consummate a
transaction and the ability of our shareholders to resell any shares of our stock they may own may be impaired by the need to comply
with the requirements of 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. By filing this Registration Statement on Form 10,
we are once again 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.
We
believe that there are numerous businesses seeking the perceived benefits of a publicly registered corporation. These benefits are commonly
thought to include the following: (i) the ability to use registered securities to acquire assets or businesses; (ii) increased visibility
in the marketplace; (iii) ease of borrowing from financial institutions; (iv) improved stock trading efficiency; (v) shareholder liquidity;
(vi) greater ease in subsequent capital raising; (vii) compensation of key employees through stock options; (viii) enhanced corporate
image; and (ix) a presence in the United States capital market. We have not conducted market research and are not aware of statistical
data to support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.
The
analysis of new business opportunities will be undertaken by or under the supervision of our executive officer, who is not a business
analyst and it is not anticipated that outside consultants or advisors will be utilized to assist us in the analysis of qualified target
companies. Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.
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.
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.
By
filing this Registration Statement on Form 10 we will become subject to all of the reporting obligations required by Section 13(a) of
the Exchange Act, including the obligation to file audited financial statements of any target business we may acquire as part of our
Current Report on Form 8-K to be filed with the SEC upon consummation of a merger or acquisition. If such audited financial statements
are not available at closing, or within time parameters necessary to ensure our compliance with the requirements of the Exchange Act,
or if the audited financial statements provided do not conform to the representations made by the target company, the closing documents
may provide that the proposed transaction will be voidable at the discretion of our present management.
Many
states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective
jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity,
until we have successfully concluded a business combination. We intend to comply with the periodic reporting requirements of the Exchange
Act for so long as we are subject to those requirements.
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. Ethan Chuang, our Chief Executive Officer and President, is engaged in outside 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. Chuang at 6305 Hilltop Court, Fort Lee, New Jersey 07024 and our telephone number is
714 858 1147.
ITEM
1A. RISK FACTORS.
An
investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors in addition to
other information in this prospectus before purchasing our common stock. The risks and uncertainties described below are those that we
currently deem to be material and that we believe are specific to our company, our industry and our stock. In addition to these risks,
our business may be subject to risks currently unknown to us. If any of these or other risks actually occurs, our business may be adversely
affected, the trading price of our common stock may decline and you may lose all or part of your investment.
Risks
Related to Our Operations
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 $2,500 and $418,473 for the years ended December 31, 2020, and 2019,
respectively, and a net loss of $26,522 for the six months ended June 30, 2021, and a working capital deficit of
($31,752) and an accumulated stockholders’ deficit of ($9,444,823) at June 30, 2021. The report of our independent
registered public accountants on our financial statements for the year ended December 31, 2020 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 continued operations, which is dependent in turn upon our ability to meet our financial requirements, raise additional capital, and
the success of our future operations.
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
expect losses in the future because we have no revenue.
As
we have no current revenue, we are expecting losses over the next 12 months because we do not yet have any revenues to offset the expenses
associated with operating our 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.
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.
Our
common stock is subject to a “STOP” warning label on OTC PINK.
Our common
stock is quoted on OTC Pink and is currently subject to a “STOP” warning on the OTC Pink. We are subject to a “STOP”
warning as a result of our failure to provide any information to the public regarding our business and operations since we filed a Certification
on Form 15 on August 13, 2019, suspending our obligation to file reports with the Securities and Exchange Commission. Being subject to
a “STOP” warning severely limits the number of investors that might purchase our common stock and effectively prevents the
development of an active trading market in our shares. We can provide no assurance as to whether OTC Markets Group, Inc., will ever remove
the “STOP” sign currently applicable to our common stock.
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.
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, Ethan Chuang, 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 Ethan Chuang, 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 Mr. Chuang could have a substantial adverse effect on us.
Our
ability to acquire an operating business will be largely contingent on our ability to retain Etan Chuang 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 Mr.
Chuang 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.
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.
Ethan Chuang, 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.
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.
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. FINANCIAL INFORMATION.
The
following discussion should be read in conjunction with the financial statements and related notes that appear elsewhere in this prospectus.
This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially
from those anticipated in these forward-looking statements. All forward-looking statements speak only as of the date on which they are
made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on
which they are made.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Plan
of Operations
Prior
to the sale of certain operations in December 2018, we were seeking to profit by participating in various aspects of the Chinese steel
making industry including the mining and processing of iron ore and other forms of iron, which can be used to produce iron concentrate,
fines, pellets or sinter. We had been engaged in iron ore processing and the production of iron ore concentrate in the People’s
Republic of China (“PRC”) through our variable interest entity (‘VIE’), China Jinxin, and through the production
of DRI by our subsidiary, China Huaxin. However, we were repeatedly frustrated in our attempts to operate our facilities by environmental
initiatives undertaken by local and national governments in China which forced us to shut our plants and upgrade them to comply with
newly enacted regulations. In addition, a downturn in the Chinese steel industry had a negative impact on our operations, as when the
need for iron decreases state-owned enterprises tend to contract with other state-owned enterprises to obtain supplies for reasons other
than cost.
On
December 22, 2018, we entered into an Exchange Agreement and a Termination Agreement whereby we disposed of all of our operating interests
in the iron ore industry. Pursuant to the Exchange Agreement we transferred all of the outstanding shares of China Huaxin to the certain
of our stockholders in exchange for 48,403,969 shares of our common stock. As a result of the consummation of the Exchange Agreement,
we no longer had an interest in China Huaxin or any of its assets and liabilities. Pursuant to the Termination Agreement, we terminated
the VIE agreements under which we, acting through China Tongda, controlled the operations of China Jinxin and were to receive the economic
benefits of the operations of China Jinxin. As a result of the termination of the VIE Agreements, control of China Jinxin reverted to
the certain of ur shareholders and we no longer had any influence over the operations of China Jinxin or any interest in its assets and
liabilities or the results of its operations. In consideration for the termination of the VIE Agreements, we received 5,378,219 shares
of our common stock.
On
December 10, 2018, we entered into a series of VIE Agreements with Shenzhen Dingshang Technology and its sole shareholder, Ms. Jing Xie.
Shenzhen Technology Company was founded December 24, 2009, with registered capital of RMB1 million ($0.15 million). Shenzhen Technology
Company is dedicated to the provision of a complete set of intelligent digital implementation plans for exhibition center projects and
display booths, and the provision of innovative model designs for different exhibition centers and real estate. We issued 3,000,000 shares
of our common stock to Ms. Xie in consideration of her entry into and causing Shenzhen Technology Company to enter into the VIE Agreements.
Pursuant to the VIE Agreements, we acquired operating control of Shenzhen Technology Company and were considered the primary beneficiary
of Shenzhen Technology Company.
On
June 3, 2019, we entered into a Termination Agreement with Shenzhen Technology Company, Real Fortune BVI, Real Fortune HK, China Tongda
and Ms. Xie. Pursuant to this Agreement we terminated the VIE Agreements whereby we acting through China Tongda, controlled the operations
of Shenzhen Technology Company. The parties agreed the VIE agreements shall be deemed to have been terminated and become void as of the
close of business on March 31, 2019. As a result of the termination of the VIE Agreements, control of Shenzhen Technology Company reverted
to Ms. Xie and we no longer have any influence over the operations of Shenzhen Technology Company or any interest in its assets or the
results of its operations. In consideration for the termination of the VIE Agreements, we received 3,000,000 shares of our common stock.
In addition, the parties agreed Ms. Xie would acquire Real Fortune Mining, Real Fortune Holdings and China Tongda.
As
a result of the termination of the Shenzhen Technology Company VIE agreements, we became a non-operating shell company with nominal net
assets.
We
will seek, investigate, and if such investigation warrants, acquire an interest in business opportunities presented to us by persons
or firms who or which desire to seek the perceived advantages of an Exchange Act registered corporation. We will not restrict our search
to any specific business, industry, or geographical location and we may participate in a business venture of virtually any kind or nature.
This discussion of the proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion
to search for and enter into potential business opportunities.
We
may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other
corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses
as subsidiaries.
We
will attempt to acquire other assets or business operations that will maximize stockholder value. There is no certainty that any such
transactions will be consummated. We will seek to establish or acquire businesses or assets via the issuance of shares or debt. In pursuing
the foregoing goals, we may seek to expand or change the composition of the Board or make changes to our current capital structure, including
issuing additional shares or debt and adopting a stock option plan. 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 transaction.
During
the next 12 months, we anticipate incurring costs to file Exchange Act reports, and 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 six months ended June 30, 2021 and 2020
|
|
|
2021
|
|
|
%
of Sales
|
|
|
2020
|
|
|
%
of Sales
|
|
|
Dollar
Increase
/ Decrease
|
|
|
Percentage
Increase / Decrease
|
|
|
Revenue
|
|
$
|
-
|
|
|
|
-
|
%
|
|
$
|
-
|
|
|
|
-
|
%
|
|
$
|
-
|
|
|
|
n/a
|
%
|
|
Cost
of services provided
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
n/a
|
%
|
|
Gross
profit
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
n/a
|
%
|
|
Operating
expenses
|
|
|
26,522
|
|
|
|
-
|
%
|
|
|
1,250
|
|
|
|
-
|
%
|
|
|
25,272
|
|
|
|
2,022
|
%
|
|
Loss
from operations
|
|
|
(26,522
|
)
|
|
|
-
|
%
|
|
|
(1,250
|
)
|
|
|
-
|
%
|
|
|
(25,272
|
)
|
|
|
2,022
|
%
|
|
Total
non-operating expense, net
|
|
|
-
|
|
|
|
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
Loss
before income taxes
|
|
|
(26,522
|
)
|
|
|
-
|
%
|
|
|
(1,250
|
)
|
|
|
-
|
%
|
|
|
(25,272
|
)
|
|
|
2,022
|
%
|
|
Income
tax expense
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
Net
loss
|
|
$
|
(26,522
|
)
|
|
|
-
|
%
|
|
$
|
(1,250
|
)
|
|
|
-
|
%
|
|
$
|
(25,272
|
)
|
|
|
2,022
|
%
|
Operating
Expenses
Operating
expenses were $26,522 for the six months ended June 30, 2021, compared to $1,250 for the six months ended June 30, 2020, an increase
of $25,272 or 2,022%, primarily as a result of the increase of professional, audit and legal fees, which were related to SEC filings.
Loss
from Operations
Loss
from operations was $26,522 for the six months ended June 30, 2021, compared to loss from continuing operation of $1,250 for the six
months ended June 30, 2020. The $25,272 or 2,022% increase in loss from operations was mainly due to the increase of general and administrative
expense as described above.
Net
Loss
We
had a net loss of $26,522 for the six months ended June 30, 2021, compared to net loss of $1,250 for the six months ended June 30, 2020.
Comparison
of the three months ended June 30, 2021 and 2020
|
|
|
2021
|
|
|
%
of Sales
|
|
|
2020
|
|
|
%
of Sales
|
|
|
Dollar
Increase / Decrease
|
|
|
Percentage
Increase / Decrease
|
|
|
Revenue
|
|
$
|
-
|
|
|
|
-
|
%
|
|
$
|
-
|
|
|
|
-
|
%
|
|
$
|
-
|
|
|
|
n/a
|
%
|
|
Cost
of services provided
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
n/a
|
%
|
|
Gross
profit
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
n/a
|
%
|
|
Operating
expenses
|
|
|
1,676
|
|
|
|
-
|
%
|
|
|
625
|
|
|
|
-
|
%
|
|
|
1,051
|
|
|
|
168
|
%
|
|
Loss
from operations
|
|
|
(1,676
|
)
|
|
|
-
|
%
|
|
|
(625
|
)
|
|
|
-
|
%
|
|
|
1,051
|
|
|
|
168
|
%
|
|
Total
non-operating expense, net
|
|
|
-
|
|
|
|
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
Loss
before income taxes
|
|
|
(1,676
|
)
|
|
|
-
|
%
|
|
|
(625
|
)
|
|
|
-
|
%
|
|
|
1,051
|
|
|
|
168
|
%
|
|
Income
tax expense
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
Net
loss
|
|
$
|
(1,676
|
)
|
|
|
-
|
%
|
|
$
|
(625
|
)
|
|
|
-
|
%
|
|
$
|
1,051
|
|
|
|
168
|
%
|
Operating
Expenses
Operating
expenses were $1,676 for the three months ended June 30, 2021, compared to $625 for the three months ended June 30, 2020, an increase
of $1,051 or 168%. We are a shell company, the expenses we incurred included edgar service fee, stock transfer agent maintenance fee,
legal, auditing and accounting expenses, which were related to SEC filings
Loss
from Operations
Loss
from operations was $1,676 for the three months ended June 30, 2021, compared to loss from continuing operation of $625 for the three
months ended June 30, 2020.
Net
Loss
We
had a net loss of $1,676 for the three months ended June 30, 2021, compared to net loss of $625 for the three months ended June 30, 2020.
Comparison
of the years ended December 31, 2020 and 2019
|
|
|
2020
|
|
|
%
of Sales
|
|
|
2019
|
|
|
%
of Sales
|
|
|
Dollar
Increase / Decrease
|
|
|
Percentage
Increase / Decrease
|
|
|
Revenue
|
|
$
|
-
|
|
|
|
-
|
%
|
|
$
|
-
|
|
|
|
-
|
%
|
|
$
|
-
|
|
|
|
n/a
|
%
|
|
Cost
of services provided
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
n/a
|
%
|
|
Gross
profit
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
n/a
|
%
|
|
Operating
expenses
|
|
|
2,500
|
|
|
|
-
|
%
|
|
|
142,475
|
|
|
|
-
|
%
|
|
|
(139,975
|
)
|
|
|
(98
|
)%
|
|
Loss
from operations
|
|
|
(2,500
|
)
|
|
|
-
|
%
|
|
|
(142,475
|
)
|
|
|
-
|
%
|
|
|
139,975
|
|
|
|
(98
|
)%
|
|
Total
non-operating expense, net
|
|
|
-
|
|
|
|
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
Loss
before income taxes
|
|
|
(2,500
|
)
|
|
|
-
|
%
|
|
|
(142,475
|
)
|
|
|
-
|
%
|
|
|
139,975
|
|
|
|
(98
|
)%
|
|
Income
tax expense
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
Loss
from continuing operations
|
|
|
(2,500
|
)
|
|
|
-
|
%
|
|
|
(142,475
|
)
|
|
|
-
|
%
|
|
|
139,975
|
|
|
|
(98
|
)%
|
|
Loss
on disposal of discontinued operations, net of tax
|
|
|
-
|
|
|
|
-
|
%
|
|
|
218,210
|
|
|
|
-
|
%
|
|
|
218,210
|
|
|
|
(100
|
)%
|
|
Loss
from operation of discontinued entities, net of tax
|
|
|
-
|
|
|
|
-
|
%
|
|
|
(23,211
|
)
|
|
|
|
%
|
|
|
23,211
|
|
|
|
(100
|
)%
|
|
Net
loss
|
|
$
|
(2,500
|
)
|
|
|
-
|
%
|
|
$
|
(383,896
|
)
|
|
|
-
|
%
|
|
$
|
381,396
|
|
|
|
(99
|
)%
|
Sales
As
a result of our disposition of our operating businesses in 2018 and early 2019, sales for the years ended December 31, 2020 and 2019
was $0, respectively.
Cost
of Services Provided
Cost
of services for the years ended December 31, 2020 and 2019 was $0, respectively.
Gross
Profit
The
gross profit for the years ended December 31, 2020 and 2019 was $0, respectively.
Operating
Expenses
Operating
expenses were $2,500 for the year ended December 31, 2020, compared to $142,475 for the year ended December 31, 2019, a decrease of $139,975
or 98%, primarily as a result of a decreases in legal fees of $69,900, in audit fees of $39,000, consulting fees of $26,000, and of accounting
fees by $5,000.
Loss
from Continuing Operations
Loss
from continuing operations was $2,500 for the year ended December 31, 2020, compared to loss from continuing operation of $142,475 for
the year ended December 31, 2019. The $139,975 or 98% decrease in loss from continuing operations was mainly due to the decrease of general
and administrative expense as described above and reflects the fact that we had no operating activities in 2021.
Loss
on Disposal of Discontinued Operations
Loss
on disposal of discontinued operation was $0 for the year ended December 31, 2020, compared to $218,210 for the year ended December
31, 2019, which was the loss from disposal of Real Fortune BVI, Real Fortune HK, China Tongda and Shenzhen Technology Company.
Loss
from Operations of Discontinued Entities
Loss
from operations of discontinued entities was $0 for the year ended December 31, 2020, compared to $23,211 for the year ended December
31, 2019. Since we disposed of all of our operations in 2019, there was no activity related to these operations in 2020.
Net
Loss
We
had a net loss of $2,500 for the year ended December 31, 2020, compared to net loss of $383,896 for the year ended December 31,
2019, as a result of the matters discussed above.
Liquidity
and Capital Resources
As
of June 30, 2021, and December 31,2020, cash and equivalents and restricted cash were $0. At June 30, 2021, we had a working
capital deficit of $31,752. The increase in our working capital deficit during the six months ended June 30, 2021,
reflects the fact that during such period we had no revenue and expenses of $26,522. 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. Our principal business
objective for the next twelve months is 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 have had to rely upon the sale of our equity securities to maintain our operations since we disposed of our interest in Shenshen Technology
Company in June 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 Ethan Chuang, 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. 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 six months ended June
30, 2021, and 2020, and the years ended December 31, 2020, and 2019, respectively.
|
|
|
Six
Months Ended
June 30,
|
|
|
Year
Ended
December 31,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
2020
|
|
|
2019
|
|
|
Net
cash used in operating activities
|
|
$
|
(26,631
|
)
|
|
$
|
(1,250)
|
|
|
|
(2,500
|
)
|
|
|
(150,305
|
)
|
|
Net
cash used in investing activities
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(27,206
|
)
|
|
Net
cash provided by financing activities
|
|
$
|
26,631
|
|
|
$
|
1,250
|
|
|
|
2,500
|
|
|
|
142,475
|
|
Net
cash used in operating activities
Net
cash used in operating activities was $26,631 and $1,250 for the six months ended June 30, 2021 and 2020, respectively.
Net cash used in operating activities was $2,500 for the year ended December 31, 2020, compared to $150,305 for the year ended December
31, 2019. The decrease of cash outflow from operating activities for the year ended December 31, 2020 was mainly due to decreased operating
activities, we became a shell company after the disposal of all of our operating businesses in 2019. The increased cash outflow during
the six months ended June 30, 2021, was mainly due to an increase in professional fees and other expense relating to our efforts to resume
filing reports with the Securities and Exchange Commission.
Net
cash used in investing activities
Net
cash used in investing activities was $0 for the six months ended June 30, 2021 and 2020, respectively. Net cash used in
investing activities was $0 and $27,206 for the years ended December 31, 2020 and 2019, respectively. In 2019, $27,206 cash of Shenzhen
Dingshang Technology Company was disposed of as a result of the disposal of all the subsidiaries through the termination of a series
of VIE agreements with Shenzhen Dingshang Technology Company.
Net
cash provided by financing activities
Net
cash provided by financing activities was $26,631 and $1,250 for the six months ended June 30, 2021 and 2020,
respectively. The net cash provided by financing activities were advances from a related party for paying expenses of the Company. Net
cash provided by financing activities was $2,500 and $142,475 for the years ended December 31, 2020 and 2019, respectively. The net cash
provided by financing activities during 2020 was from advances from a related party. In 2019, the cash provided by financing activities
represented proceeds from equity financings and $2,500 from advances by a related party.
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.
Going
Concern
Our
financial statements have been prepared assuming that we will continue as a going concern. We incurred losses of $26,522 and $625 for
the six and three months ended June 30, 2021, respectively, and a net loss of $2,500 for the year ended December 31, 2020. As of June
30, 2021, we had a working capital deficit of $31,752, and an accumulated deficit of $9,444,823. These factors along with the absence
of a business from which to derive revenues, 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). The core principle underlying FASB ASC 606 is that the Company will recognize revenue to represent
the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled
in such exchange. This will require the Company identify contractual performance obligations and determine whether revenue should be
recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company’s
revenue streams are recognized when control of goods and services transfers to a customer.
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.
The
Company derives its revenues from product sales and professional service contracts with its customers, with revenues recognized upon
delivery of services and products. Persuasive evidence of an arrangement is demonstrated via professional service contracts and invoices;
and the service price to the customer is fixed upon acceptance of the professional services contract. The Company recognizes revenue
when professional service is rendered to the customer and collectability of payment is reasonably assured. These revenues are recognized
at a point in time after all performance obligations are satisfied. Revenue is recognized net of returns and value-added tax charged
to customers.
Segment
Reporting
Disclosures
about segments of an enterprise and related information require use of the “management approach” model for segment reporting,
codified in FASB ASC Topic 280. 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.
Recent
Accounting Pronouncements
In
June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected
credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and
supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial
assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning
after December 15, 2022. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal
years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its CFS.
In
December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes,
eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistent
application among reporting entities. The guidance is effective for fiscal years beginning after December 15, 2020, and interim periods
within those fiscal years, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively
for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to
retained earnings as of the beginning of the fiscal year of adoption. The Company is evaluating the impact this update will have on its
financial statements.
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
3. PROPERTIES.
We
do not own or lease any real estate. Our sole officer and director operates out of his home.
ITEM
4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The
following table sets forth, as of August 13, 2021, the number of shares of our common stock beneficially owned by (i) each person
or entity known to us to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each of our directors and officers,
and (iii) all of our officers and directors as a group. Information relating to beneficial ownership of common stock by our principal
stockholders and management is based upon information furnished by each person using beneficial ownership concepts under the rules of
the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has
or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the
power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that
person has a right to acquire beneficial ownership within 60 days.
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.
As
of August 13, 2021, we had outstanding 16,110,005 shares of common stock. We do not have any outstanding options, or other securities
exercisable for or convertible into shares of our common stock.
|
Name
of Stockholder
|
|
Amount
and Nature of Beneficial Ownership
|
|
|
Percent
of Class
|
|
|
Our
Directors and Executive Officers:
|
|
|
|
|
|
|
|
|
|
Ethan
Chuang
|
|
|
633,333
|
(1)
|
|
|
3.9
|
%
|
|
All
Officers and Directors as a group
|
|
|
633,333
|
|
|
|
3.9
|
%
|
|
Other
Owners of More than 5% of Common Stock:
|
|
|
|
|
|
|
|
|
|
Lien-Hsiang
Hu (2)
|
|
|
5,717,240
|
|
|
|
35.49
|
%
|
|
Wanli
Liu
|
|
|
2,498,750
|
|
|
|
15.51
|
%
|
|
Chia-Hua
Lee
|
|
|
3.017,240
|
|
|
|
18.73
|
%
|
|
China
Concentric Capital Group Ltd.
|
|
|
2,600,000
|
|
|
|
16.14
|
%
|
|
|
(1)
|
Does not include shares owned by China Concentric Capital Group
of which Mr. Chuang is a Director and Vice-President. As a Vice-President of China Concentric Capital Group Mr. Chuang has authority
to dispose of and vote the shares it holds in the Company. In the event of a dispute between Mr. Chung and Ms. Hu as to actions to be
taken with respect to the shares in the Company held by China Concentric Capital Group, Mr. Chuang would defer to Ms. Hu.
|
|
|
(2)
|
Includes 2,600,000 shares owned by
China Concentric Capital Group. Ms. Hu is the owner of all of the outstanding equity of China
Concentric Capital Group.
|
ITEM
5. DIRECTORS AND EXECUTIVE OFFICERS.
The
table below sets forth the name and age of each executive officer and director of the Company and the date such executive officer or
director was elected to his current position with the Company. There is no family relationship between the executive officers.
|
Name
|
|
Age
|
|
Positions
|
|
|
|
|
|
|
|
Ethan
Chuang
|
|
56
|
|
Director
and Chief Executive Officer
|
Ethan
Chuang has served as a Director and the Chief Executive Officer and Chief Financial Officer of our company since September 3, 2018.
Since June 2020 Mr. Chuang has served as the United States Representative of Fong Yien Industrial Co., Ltd., a Taiwanese company engaged
in the manufacture and distribution of specialty eye bolts. Since 2010 Mr. Chuang has served as a Director and Vice President of China
Concentric Capital Group. China Concentric is a private consulting firm that provides strategic management and advisory services to China-based
companies. In his role with China Concentric, he has served as a team leader overseeing the evaluations and implementation of mergers
and acquisitions, due diligence, and financial planning. Mr. Chuang received his MBA degree from California State Long Beach University
in 2006.
Board
Composition
Our
bylaws provide that the Board of Directors shall consist of one or more members. Each director of the Company serves for a term of one
year or until his successor is elected at the Company’s annual stockholders’ meeting and is qualified, subject to removal
by our stockholders. Each officer serves at the pleasure of the Board of Directors, for a term of one year and until his successor is
elected at the annual meeting of the Board of Directors.
Board
Meetings; Committees and Membership
Our
Board of Directors (“BOD”) did not hold any meetings during the fiscal year ended December 31, 2020, and 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 Ethan Chuang 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 years ended December 31, 2020 and 2019,
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 Ethan Chaung,
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 Wanli Liu, Chia-Hua Lee and China Concentric Capital Group, each
of whom owns more than 10% of our outstanding shares have failed to file various reports with the SEC concerning their 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 6305 Hilltop Court, Fort Lee, New Jersey 07024. Any communications received that are directed to the BOD will
be processed by the Corporate Secretary and distributed promptly to the BOD 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 BOD.
Significant
Employees
Other
than Ethan Chuang, we have no full-time employees or consultants whose services are materially significant to our business.
Involvement
in Legal Proceedings
None.
ITEM
6. EXECUTIVE COMPENSATION.
The
following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to our chief executive
officer for services rendered in all capacities for the periods set forth below. No executive officer of our company received any salary
or bonus compensation during the fiscal year ended December 31, 2020 and 2019, for services rendered during such years.
Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
Name
and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
|
Option
|
|
|
Incentive
Plan
|
|
|
Compensation
|
|
|
All
Other
|
|
|
|
|
|
Principal
|
|
|
|
|
|
|
|
|
|
|
Bonus
|
|
|
|
Awards
|
|
|
|
Awards
|
|
|
Compensation
|
|
|
Earnings
|
|
|
Compensation
|
|
|
Total
|
|
|
Position
|
|
|
Year
|
|
|
|
Salary
|
|
|
|
($)
|
|
|
|
($)
|
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ethan
Chuang
|
|
|
2020
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
None
|
|
|
None
|
|
|
None
|
|
|
None
|
|
|
President,
CEO, Secretary
|
|
|
2019
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
None
|
|
|
None
|
|
|
None
|
|
|
None
|
|
Employment
Agreements
We
do not have any employment agreements with our officer/director, who is currently serving without compensation.
Compensation
of Directors
Our
board of directors did not receive any compensation for services rendered in the years ended December 31, 2020 and 2019.
None
of our executive officers or directors received equity awards, including, options, restricted stock or other equity incentives during
the fiscal year ended December 31, 2020 and 2019, or held any equity awards at December 31, 2020.
ITEM
7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Related
Party Transactions
During
the years ended December 31, 2020 and 2019, we received advances of $2,500 and $2,500 from one of our stockholders. Of these advances,
$5,000 remains outstanding, bears no interest and is payable on demand. In March 2019, we entered into a Subscription Agreement with
Ethan Chuang pursuant to which we issued 633,333 shares of our common stock to Mr. Chuang for an aggregate of $19,000. In March 2019,
we entered into a Subscription Agreement with Wanli Liu, a shareholder of our Company, pursuant to which we issued 2,498,750 shares of
our common stock for $49,977.
On
June 3, 2019, the Company, Shenzhen Technology Company and Jing Xie terminated the VIE Agreements related to Shenzhen Dingshang Technology
Company, with the effective date of the termination as of the close of business on March 31, 2019. As a result of the termination of
the VIE Agreements, control of Shenzhen Technology Company reverted to Ms. Xie. In consideration for the termination of the VIE Agreements,
the Company received 3,000,000 shares of its common stock from Ms. Xie, which were retired.
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
8. LEGAL PROCEEDINGS.
None.
Item
9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.
Market
Information
Our
common stock is quoted on OTC Pink under the symbol “ADMG;” however; an active trading market for our shares does not
exist. Our common stop is currently subject to a “STOP” warning on the OTC Pink. We are subject to a
“STOP” warning as a result of our failure to provide any information to the public regarding our business and operations
since we filed a Certification on Form 15 on August 13, 2019, suspending our obligation to file reports with the Securities and
Exchange Commission. Although we have filed a Registration Statement on Form 10 and intend to resume filing the Reports required by
the Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended, we can provide no assurance as to
whether OTC Markets Group, Inc., will remove the “STOP” sign currently applicable to our common stock.
The
following table reflects the high and low closing price for our common stock for the periods indicated. The information below was obtained
from Yahoo Finance and the OTC Markets Group, Inc. and reflects inter-dealer prices, without retail mark-ups, markdowns or commissions,
and may not necessarily represent actual transactions.
|
Quarter Ended
|
|
High
|
|
|
Low
|
|
|
June 30, 2021
|
|
$
|
0.10
|
|
|
$
|
0.025
|
|
|
March 31, 2021
|
|
$
|
0.048
|
|
|
$
|
0.018
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
$
|
0.03
|
|
|
$
|
0.008
|
|
|
September 30, 2020
|
|
$
|
0.024
|
|
|
$
|
0.007
|
|
|
June 30, 2020
|
|
$
|
0.24
|
|
|
$
|
0.013
|
|
|
March 31, 2020
|
|
$
|
0.25
|
|
|
$
|
0.013
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
$
|
0.042
|
|
|
$
|
0.02
|
|
|
September 30, 2019
|
|
$
|
0.05
|
|
|
$
|
0.02
|
|
|
June 30, 2019
|
|
$
|
0.055
|
|
|
$
|
0.027
|
|
|
March 31, 2019 (1)
|
|
$
|
0.088
|
|
|
$
|
0.04
|
|
On August 13, 2021, the closing price of our common stock on
the OTC PINK was $0.061.
Penny
Stock Regulations
In
addition to being subject to a “STOP” warning on OTC Pink, trading
in our shares is subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the Exchange
Act”), commonly referred to as the “penny stock” rule. Section 15(g) sets forth certain requirements for transactions
in penny stocks and Rule 15g9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.
The
Securities and Exchange Commission (the “Commission”) generally defines penny stock to be any equity security that has a
market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to
be a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the
Commission; authorized for quotation on The NASDAQ Stock Market; issued by a registered investment company; excluded from the definition
on the basis of price (at least $5.00 per share) or the registrant’s net tangible assets; or exempted from the definition by the
Commission. Trading in the shares is subject to additional sales practice requirements on broker-dealers who sell penny stocks to persons
other than established customers and accredited investors, generally persons with assets in excess of $1,000,000 or annual income exceeding
$200,000, or $300,000 together with their spouse.
For
transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities
and must have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction
involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document
relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered
representative, and current quotations for the securities. Finally, the monthly statements must be sent disclosing recent price information
for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict
the ability of broker dealers to trade and/or maintain a market in the Company’s common stock and may affect the ability of shareholders
to sell their shares.
Holders
As
of August 13, 2021, there were approximately 250 holders of record of our common stock.
Dividends
Any
decisions regarding dividends will be made by our board of directors. We currently intend to retain and use any future earnings for the
development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Our board of directors
has complete discretion on whether to pay dividends, subject to the approval of our stockholders. Even if our board of directors decides
to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus,
general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.
Purchases
of Our Equity Securities
During
the two years ended December 31, 2020, we redeemed 3,000,000 shares of our common stock from Jing Xie pursuant to the Termination Agreement
with respect to Shenzhen Technology Company and an aggregate of 2,366,667 from two shareholders for a total of $500.
Item
10. Recent Sales of Unregistered Equity Securities.
In
December 2018 we issued 3,000,000 shares of our common stock to Jing Xie upon entry into the VIE Agreements with respect to Shenzhen
Technology Company.
In
March 2019, we entered into a Subscription Agreements with Ethan Chuang pursuant to which we issued 633,333 shares of our common stock
to Mr. Chuang for an aggregate of $19,000. In March 2019, we entered into a Subscription Agreement with Wanli Liu, a shareholder of our
Company, pursuant to which we issued 2,498,750 shares of our common stock for $49,977. In May 2019 we issued an aggregate of 2,366,668
shares of common stock to two residents of China for aggregate consideration of $61,000. The sales to Ms. Liu and these individuals
were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) by virtue of Regulation
S promulgated thereunder. In each case, the proceeds of the sales were used for working capital.
Item
11. Description of Registrant’s Securities to be Registered.
The
Company is authorized to issue up to 100,000,000 shares of common stock, $0.001 par value. As of June 21, 2021, we had outstanding
16,110,005 shares of common stock. The holders of our Common Stock are entitled to one vote per share held and have the sole right and
power to vote on all matters on which a vote of stockholders is taken. Voting rights are non-cumulative. Common stockholders are entitled
to receive dividends when, as, and if declared by the Board of Directors, out of funds legally available therefore and to share pro rata
in any distribution to stockholders. Upon liquidation, dissolution, or the winding up of our Company, common stockholders are entitled
to receive the net assets of our Company in proportion to the respective number of shares held by them after payment of liabilities which
may be outstanding. The holders of common stock do not have any preemptive right to subscribe for or purchase any shares of any class
of stock of the Company. The outstanding shares of common stock will not be subject to further call or redemption and are fully paid
and non-assessable. To the extent that additional common shares are issued, the relative interest of existing stockholders will likely
be diluted.
Our
Articles of Incorporation authorize the issuance by resolution of our Board of Directors of up to one million shares of “blank-check”
preferred stock in one or more series, the terms of which may be determined at the time of issuance as the Board of Directors may determine,
in its sole discretion, without further authorization by our stockholders. These terms could give the holders of the preferred stock
the right to vote as a series on particular matters, preferences ass to dividends and upon liquidation, conversion rights, redemption
rights and sinking fund provisions. The terms of any series of preferred may not be beneficial to common stockholders, since they may
adversely affect the voting power and diminish other rights of holders of our common stock and perpetuate the board’s control over
our company, and therefore could reduce the value of such 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. In
addition, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell assets
to, a third party. The ability of our board of directors to issue preferred stock could make it more difficult, delay, discourage, prevent
or make it more costly to acquire or effect a change-in-control, which in turn could prevent our stockholders from recognizing a gain
in the event that a favorable offer is extended and could materially and negatively affect the market price of our common stock.
Transfer
Agent
Securities
Transfer Corporation
2901
N. Dallas Parkway, Suite 380
Plano,
Texas 75093
Phone
(469) 633-0101
Fax
(469) 633-0088
Item
12. Indemnification of Directors and Officers.
Our
officers and directors are indemnified as provided by the Nevada Business Corporation Act and our Articles of Incorporation.
Under
the Nevada Business Corporation Act, director immunity from liability to a company or its shareholders for monetary liabilities applies
automatically unless it is specifically limited by a company’s Articles of Incorporation. Our Articles of Incorporation do not
specifically limit our directors’ immunity. Excepted from that immunity are: (a) a willful failure to deal fairly with the company
or its stockholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal
law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his
or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct.
Our
Articles of Incorporation provide that we will indemnify our directors and officers to the fullest extent permitted by law, provided,
however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided,
further, that we shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated
by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by our board
of directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested in us under law or (d) is required to be made
pursuant to the bylaws.
Item
13. Financial Statements and Supplementary Data.
The
financial statements required by this Item begin on page F-1.
Item
14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Pursuant
to a retainer letter dated April 13, 2021, the Company has engaged Keith K Shen CPA, an accounting firm with offices in Brooklyn,
New York, as its registered independent public accountants. The Company previously had engaged HHC, an accounting firm with offices in
Forest Hills, New York, and Beijing as its registered independent public accountants. HHC last expressed an opinion on our financial
statements with respect to the financial statements for the year ended December 31, 2018, which was the only year in respect of which
it issued a report on our financial statements. HHC’s report on our financial statements for the year ended December 31, 2018,
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
engage Keith K Shen CPA as the Company’s registered independent public account and to terminate the engagement of HHC was approved
by the Board of Directors of the Company.
During
the years ended December 31, 2018 and the subsequent interim periods through the date of this filing, (i) the Company has not had any
disagreements with HHC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to HHC’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.
During
the Company’s two most recent fiscal years ended December 31, 2020 and 2019, and through the date of this filing, the Company did
not consult with Keith K Shen CPA 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 Keith K Shen CPA did not provide either
a written report or oral advice to the Company that Keith K Shen CPA 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.
Item
15. Financial Statements and Exhibits.
(10) Financial Statements and Schedules
The financial statements required to be filed as part of this Registration Statement begin on page F-1.
(b)
Exhibits
SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to registration
statement to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
Adamant
DRI Processing and Minerals Group
|
|
|
|
|
Date:
August 19, 2021
|
By:
|
/s/ Ethan Chuang
|
|
|
|
Ethan
Chuang
|
|
|
|
Chief
Executive Officer (principal executive officer)
|
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,
2020 and 2019, 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, 2020, 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, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31,
2020, 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
|
|
We
have served as the Company’s auditor since 2019
Brooklyn,
NY
June
28, 2021
ADAMANT
DRI PROCESSING AND MINERALS GROUP
CONSOLIDATED
BALANCE SHEETS
|
|
|
DECEMBER
31, 2020
|
|
|
DECEMBER
31, 2019
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
Accrued
liabilities and other payables
|
|
$
|
200
|
|
|
$
|
-
|
|
|
Advance
from related party
|
|
|
5,000
|
|
|
|
2,500
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
5,200
|
|
|
|
2,500
|
|
|
|
|
|
|
|
|
|
|
|
|
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 and 18,476,673 shares at December 31, 2020
and 2019, respectively
|
|
|
16,110
|
|
|
|
18,477
|
|
|
Additional
paid in capital
|
|
|
7,538,557
|
|
|
|
7,536,390
|
|
|
Accumulated
other comprehensive income
|
|
|
1,858,434
|
|
|
|
1,858,434
|
|
|
Accumulated
deficit
|
|
|
(9,418,301
|
)
|
|
|
(9,415,801
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total
stockholders’ equity
|
|
|
(5,200
|
)
|
|
|
(2,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
-
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these consolidated financial statements
ADAMANT
DRI PROCESSING AND MINERALS GROUP
CONSOLIDATED
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS
|
|
|
YEARS
ENDED DECEMBER 31,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of services provided
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
|
Selling
|
|
|
-
|
|
|
|
-
|
|
|
General
and administrative
|
|
|
2,500
|
|
|
|
142,475
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
operating expenses
|
|
|
2,500
|
|
|
|
142,475
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from operations
|
|
|
(2,500
|
)
|
|
|
(142,475
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Non-operating
income (expenses)
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
-
|
|
|
|
-
|
|
|
Other
expense
|
|
|
-
|
|
|
|
-
|
|
|
Interest
expense
|
|
|
-
|
|
|
|
-
|
|
|
Bank
charges
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
non-operating expenses, net
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
before income tax
|
|
|
(2,500
|
)
|
|
|
(142,475
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax expense
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from continuing operations
|
|
|
(2,500
|
)
|
|
|
(142,475
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Loss
on disposal of discontinued operations, net of tax
|
|
|
-
|
|
|
|
(218,210
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from operations of discontinued entities, net of tax
|
|
|
-
|
|
|
|
(23,211
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
(2,500
|
)
|
|
|
(383,896
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive loss
|
|
|
|
|
|
|
|
|
|
Foreign
currency translation loss attribute to discontinued operations
|
|
|
-
|
|
|
|
(69,279
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive loss
|
|
$
|
(2,500
|
)
|
|
$
|
(453,175
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted weighted average shares outstanding
|
|
|
20,552,902
|
|
|
|
19,690,606
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted net loss per share from continuing operations
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
Basic
and diluted net loss per share from discontinuing operations
|
|
$
|
-
|
|
|
$
|
(0.01
|
)
|
|
Basic
and diluted net loss per share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.02
|
)
|
The
accompanying notes are an integral part of these consolidated financial statements
ADAMANT
DRI PROCESSING AND MINERALS GROUP
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ DEFICIT
YEARS
ENDED DECEMBER 31, 2020 AND 2019
|
|
|
Preferred
shares
|
|
|
Common
shares
|
|
|
Amount
|
|
|
Additional
paid
in
capital
|
|
|
Accumulated
deficit
|
|
|
Accumulated
other comprehensive loss
|
|
|
Total
stockholders’
(deficit)
|
|
|
Balance
at January 1, 2019
|
|
|
-
|
|
|
|
15,977,922
|
|
|
$
|
15,978
|
|
|
$
|
7,533,914
|
|
|
$
|
(9,031,905
|
)
|
|
$
|
1,927,713
|
|
|
$
|
445,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(383,896
|
)
|
|
|
-
|
|
|
|
(383,896
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Shares
retired due to disposal of subsidiaries
|
|
|
-
|
|
|
|
(3,000,000
|
)
|
|
|
(3,000
|
)
|
|
|
(132,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(135,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for equity financing
|
|
|
-
|
|
|
|
5,498,751
|
|
|
|
5,499
|
|
|
|
134,476
|
|
|
|
-
|
|
|
|
-
|
|
|
|
139,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
currency translation loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(69,279
|
)
|
|
|
(69,279
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December
31, 2019
|
|
|
-
|
|
|
|
18,476,673
|
|
|
|
18,477
|
|
|
|
7,536,390
|
|
|
|
(9,415,801
|
)
|
|
|
1,858,434
|
|
|
|
(2,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,500
|
)
|
|
|
-
|
|
|
|
(2,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemption
of common shares
|
|
|
-
|
|
|
|
(2,366,668
|
)
|
|
|
(2,367
|
)
|
|
|
2,167
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(200
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
currency translation loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2020
|
|
|
-
|
|
|
|
16,110,005
|
|
|
$
|
16,110
|
|
|
$
|
7,538,557
|
|
|
$
|
(9,418,301
|
)
|
|
$
|
1,858,434
|
|
|
$
|
(5,200
|
)
|
The
accompanying notes are an integral part of the consolidated financial statements
ADAMANT
DRI PROCESSING AND MINERALS GROUP
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
|
YEARS
ENDED DECEMBER 31,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(2,500
|
)
|
|
$
|
(383,896
|
)
|
|
Net
loss from discontinued operations
|
|
|
-
|
|
|
|
(23,211
|
)
|
|
Net
loss from continuing operations
|
|
|
(2,500
|
)
|
|
|
(360,685
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
Loss
on disposal of subsidiaries
|
|
|
-
|
|
|
|
218,210
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in continuing operations
|
|
|
(2,500
|
)
|
|
|
(142,475
|
)
|
|
Net
cash used in discontinued operations
|
|
|
-
|
|
|
|
(7,830
|
)
|
|
Net
cash used in operating activities
|
|
|
(2,500
|
)
|
|
|
(150,305
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Cash
disposed at disposal of subsidiaries
|
|
|
-
|
|
|
|
(27,206
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in continuing operations
|
|
|
-
|
|
|
|
-
|
|
|
Net
cash used in discontinuing operations
|
|
|
-
|
|
|
|
(27,206
|
)
|
|
Net
cash used in investing activities
|
|
|
-
|
|
|
|
(27,206
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Proceeds
from equity financing
|
|
|
-
|
|
|
|
139,975
|
|
|
Advance
from related party
|
|
|
2,500
|
|
|
|
2,500
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by continuing operations
|
|
|
2,500
|
|
|
|
2,500
|
|
|
Net
cash provided by discontinuing operations
|
|
|
-
|
|
|
|
139,975
|
|
|
Net
cash provided by financing activities
|
|
|
2,500
|
|
|
|
142,475
|
|
|
|
|
|
|
|
|
|
|
|
|
EFFECT
OF EXCHANGE RATE CHANGE ON CASH & EQUIVALENTS
|
|
|
-
|
|
|
|
647
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
DECREASE IN CASH & EQUIVALENTS
|
|
|
-
|
|
|
|
(34,389
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
& EQUIVALENTS, BEGINNING OF YEAR
|
|
|
-
|
|
|
|
34,389
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
& EQUIVALENTS, END OF YEAR
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
Income
tax paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Interest
paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of non-cash operating activities
|
|
|
|
|
|
|
|
|
|
Increase
in other payable for redemption of common stock
|
|
$
|
200
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these consolidated financial statements
ADAMANT
DRI PROCESSING AND MINERALS GROUP
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2020 AND 2019
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 various business since its incorporation. The Company was not successful and discontinued the majority of
its operation on March 31, 2019. Beginning from April 1, 2019, the Company planned on providing business services and financing to emerging
growth entities.
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 loss of $2,500
and $383,896 for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the Company had working capital deficit
of $5,200, and accumulated deficit of $9,418,301. 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 purposes. There is no assurance that such financing will be available 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.
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 20 years is used as follows:
|
Office
Equipment
|
3-5
years
|
|
Machinery
|
10
years
|
|
Vehicles
|
5
years
|
|
Building
|
20
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. Based
on its review, the Company believes that, as of December 31, 2020 and 2019, there was no significant impairments of its long-lived assets.
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, 2020 and 2019, the Company did not take any uncertain
positions that would necessitate recording a tax related liability.
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.
The
Company derives its revenues from product sales and professional service contracts with its customers, with revenues recognized upon
delivery of services and products. Persuasive evidence of an arrangement is demonstrated via professional service contracts and invoices;
and the service price to the customer is fixed upon acceptance of the professional services contract. The Company recognizes revenue
when professional service is rendered to the customer and collectability of payment is reasonably assured. These revenues are recognized
at a point in time after all performance obligations are satisfied. Revenue is recognized net of returns and value-added tax charged
to customers.
Statement
of Cash Flows
In
accordance with FASB ASC Topic 230, “Statement of Cash Flows”, cash flows from the Company’s operations are calculated
based upon local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily
agree with changes in the corresponding balances on the balance sheet. Cash from operating, investing and financing activities is net
of assets and liabilities acquired.
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.
|
As
of December 31, 2020 and 2019, the Company did not identify any assets and liabilities that are required to be presented on the balance
sheet at FV.
Foreign
Currency Translation and Comprehensive Income (Loss)
The
functional currency of Shenzhen Technology Company is RMB. For financial reporting purposes, RMB is translated into USD as the reporting
currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet dates. Revenues and expenses are
translated at the average rate of exchange prevailing during the reporting period.
Translation
adjustments from using different exchange rates from period to period are included as a component of stockholders’ equity as “Accumulated
other comprehensive income”. Gains and losses resulting from foreign currency transactions are included in income. There was no
significant fluctuation in the exchange rate for the conversion of RMB to USD after the balance sheet date.
The
Company uses 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. Comprehensive loss for the years ended December 31, 2020 and 2019 consisted of net loss and foreign currency translation
adjustments.
Share-based
Compensation
The
Company accounts for share-based compensation to employees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”,
which requires that share-based payment transactions with employees be measured based on the grant-date FV of the equity instrument issued
and recognized as compensation expense over the requisite service period.
The
Company accounts for share-based compensation awards to non-employees in accordance with FASB ASC Topic 718 and FASB ASC Subtopic 505-50,
“Equity-Based Payments to Non-employees”. Share-based compensation associated with the issuance of equity instruments to
non-employees is measured at the FV of the equity instrument issued or committed to be issued, as this is more reliable than the FV of
the services received. The FV is measured at the date that the commitment for performance by the counterparty has been reached or the
counterparty’s performance is complete.
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
June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected
credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and
supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial
assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning
after December 15, 2022. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal
years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its CFS.
In
December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes,
eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistent
application among reporting entities. The guidance is effective for fiscal years beginning after December 15, 2020, and interim periods
within those fiscal years, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively
for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to
retained earnings as of the beginning of the fiscal year of adoption. The Company is evaluating the impact this update will have on its
financial statements.
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 $5,000 and $2,500 at December 31, 2020 and 2019, respectively. The advances were from
the Company’s sole director to finance its operations, unsecured, bore no interest and payable upon demand.
4.
ACCRUED LIABILITIES AND OTHER PAYABLES
Accrued
liabilities and other payables were $200 and $0, respectively, at December 31, 2020 and 2019.
5.
STOCKHOLDERS’ EQUITY
In
March 2019, the Company entered into a Subscription Agreement with Wanli Liu for the sale of 2,498,750 shares of the Company’s
common stock for $49,975 ($0.02 per share). The issuance and sale of the shares was exempt from the registration requirements of the
Securities Act pursuant to Regulation S. Wanli Liu is a non-U.S. Person. The certificates representing the shares are imprinted with
a restrictive legend. The stock certificates were issued in May 2019. The proceeds from the subscription were used to paid off the expenses
in 2019.
In
March 2019, the Company entered into a Subscription Agreement with the Company’s sole director for the sale of 633,333 shares of
the Company’s common stock for $19,000 ($0.03 per share). The stock certificates were issued in May 2019. The proceeds from the
subscription were used to paid off the expenses in 2019.
In
May 2019, the Company entered into several Subscription Agreements with certain individual investors for the sale of 2,366,668 shares
of the Company’s common stock for $71,000 ($0.03 per share). The proceeds from the subscription were used to paid off the expenses
in 2019.
On
June 3, 2019, the Company entered into a Termination Agreement, as more fully disclosed in the Note 7. As consideration for the Termination
Agreement, the Company received 3,000,000 shares of its common stock, which was valued at $135,000 based on $0.045 per share, the closing
price at the OTC Market. These shares were retired subsequently in 2019.
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. While the 2,366,668 shares of common stock were retired, the $200 was not paid off as of the date
of this financial statements.
6.
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, 2020 and 2019:
|
|
|
2020
|
|
|
2019
|
|
|
US
statutory rates (benefit)
|
|
|
(21.0
|
)%
|
|
|
(21.0
|
)%
|
|
Tax
rate difference
|
|
|
-
|
%
|
|
|
(2.0
|
)%
|
|
Valuation
allowance on NOL
|
|
|
21.0
|
%
|
|
|
23.0
|
%
|
|
Tax
per financial statements
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
7.
DISPOSAL OF SUBSIDIARIES
On
June 3, 2019, the Company, Shenzhen Dingshang Technology Co., Ltd (“Shenzhen Technology”), and Jing Xie (the “Exiting
Shareholder”) entered into a Termination Agreement.
The
Company controlled Shenzhen Technology through a series of VIE agreements (the “VIE Agreements”) entered into with Shenzhen
Technology and the Exiting Shareholder on December 8, 2018.
Pursuant
to the Termination Agreement, the VIE Agreements were terminated and became void as of the close of business on March 31, 2019, and the
control of Shenzhen Technology reverted to the Exiting Shareholder. Accordingly, the Existing Shareholder was entitled to the benefit
of the operations of Shenzhen Technology commencing April 1, 2019, and would indemnify and hold the Company harmless from all claims
arising out of or related to the operations of the Shenzhen Technology.
The
Company owned all of the outstanding capital stock of China Real Fortune Mining Limited, an entity formed under the laws of the BVI (“Real
Fortune Mining”), which in turn owns all of the outstanding equity of Real Fortune Holdings Limited (“Real Fortune Holdings”),
an entity formed under the laws of Hong Kong, which in turn owns all of the outstanding equity in ZhangjiaKou Tongda Technologies Service
Co., Ltd (“Tongda”), a Chinese limited company (collectively, the “subsidiaries”). Pursuant to the Termination
Agreement, in addition to the termination of the VIE Agreements, the parties agreed that the Exiting Shareholder acquired all
right, title and interest in the equity of the subsidiaries on March 31, 2019, and would indemnify and hold the Company harmless
from all claims arising out of or related to the operations of the subsidiaries.
In
consideration of the termination of the VIE Agreements, and the transfer of Real Fortune Mining, and hence, Real Fortune Holdings and
Tongda, the Exiting Shareholder transferred to the Company all right, title and interest in the 3,000,000 shares constituting the Share
Consideration received for entering into the VIE Agreements, and would indemnify and hold the Company harmless from all claims arising
out of or related to the operations of Shenzhen Technology and the subsidiaries. The 3,000,000 shares of common stock were subsequently
retired in 2019. The market stock price was $0.045 per share at disposal date.
The
$23,212 loss from operations of discontinued subsidiaries for the period January 1, 2019 to March 31, 2019 consist of:
|
Sales
|
|
$
|
6,460
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
4,699
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
1,761
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
Selling
|
|
|
1,877
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
|
22,960
|
|
|
|
|
|
|
|
|
Total
operating expenses
|
|
|
24,837
|
|
|
|
|
|
|
|
|
Loss
from operations
|
|
|
(23,076
|
)
|
|
|
|
|
|
|
|
Total
non-operating expense, net
|
|
|
(135
|
)
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(23,211
|
)
|
The
following table summarizes the carrying value of the assets and liabilities disposed of Real Fortune BVI, Real Fortune HK, China Tongda
and Shenzhen Technology Company at the closing date of disposal. The excess of the carrying value of the net assets disposed over the
selling price was recorded as loss from disposal of subsidiaries of $218,210.
|
|
|
Amount
|
|
|
Cash
|
|
$
|
27,206
|
|
|
Accounts
receivable, net
|
|
|
4,337
|
|
|
Other
receivables
|
|
|
678
|
|
|
Note
receivable
|
|
|
15,883
|
|
|
Fixed
assets, net
|
|
|
389,238
|
|
|
Accrued
liabilities and other payables
|
|
|
(79,677
|
)
|
|
Advance
from related party
|
|
|
(4,455
|
)
|
|
Selling price
|
|
|
(135,000
|
)
|
|
|
|
|
|
|
|
Loss
on disposal of subsidiaries
|
|
$
|
(218,210
|
)
|
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 the various business 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.
ADAMANT
DRI PROCESSING AND MINERALS GROUP
CONSOLIDATED
BALANCE SHEETS
|
|
|
JUNE
30,
2021
|
|
|
DECEMBER
31,
2020
|
|
|
|
|
|
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
Cash
& equivalents
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Prepaid
expense
|
|
|
3,300
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
3,300
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
3,300
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
Accrued
liabilities and other payables
|
|
$
|
3,421
|
|
|
$
|
200
|
|
|
Advance
from related party
|
|
|
31,631
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
35,052
|
|
|
|
5,200
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
7,538,557
|
|
|
|
7,538,557
|
|
|
Accumulated
other comprehensive income
|
|
|
1,858,434
|
|
|
|
1,858,434
|
|
|
Accumulated
deficit
|
|
|
(9,444,823
|
)
|
|
|
(9,418,301
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total
stockholders’ equity
|
|
|
(31,722
|
)
|
|
|
(5,200
|
)
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
3,330
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these consolidated financial statements
ADAMANT
DRI PROCESSING AND MINERALS GROUP
CONSOLIDATED
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS
(UNAUDITED)
|
|
|
|
|
2021
|
2020
|
|
|
|
2021
|
2020
|
|
|
|
|
SIX
MONTHS ENDED
JUNE 30,
|
|
|
THREE
MONTHS ENDED
JUNE 30,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of services provided
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
|
26,522
|
|
|
|
1,250
|
|
|
|
1,676
|
|
|
|
625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
operating expenses
|
|
|
26,522
|
|
|
|
1,250
|
|
|
|
1,676
|
|
|
|
625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from operations
|
|
|
(26,522
|
)
|
|
|
(1,250
|
)
|
|
|
(1,676
|
)
|
|
|
(625
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
before income tax
|
|
|
(26,522
|
)
|
|
|
(1,250
|
)
|
|
|
(1,676
|
)
|
|
|
(625
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
(26,522
|
)
|
|
|
(1,250
|
)
|
|
|
(1,676
|
)
|
|
|
(625
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted weighted average shares outstanding
|
|
|
16,110,005
|
|
|
|
18,476,673
|
|
|
|
16,110,005
|
|
|
|
18,476,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted net loss per share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
The
accompanying notes are an integral part of these consolidated financial statements
ADAMANT
DRI PROCESSING AND MINERALS GROUP
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
|
|
2021
|
2020
|
|
|
|
|
SIX
MONTHS ENDED JUNE 30,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(26,522
|
)
|
|
$
|
(1,250
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
Changes
in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Prepaid
expense
|
|
|
(3,330
|
)
|
|
|
-
|
|
|
Accrued
liabilities and other payables
|
|
|
3,221
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in operating activities
|
|
|
(26,631
|
)
|
|
|
(1,250
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Advance
from related party
|
|
|
26,631
|
|
|
|
1,250
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by financing activities
|
|
|
26,631
|
|
|
|
1,250
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCREASE IN CASH & EQUIVALENTS
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
& EQUIVALENTS, BEGINNING OF PERIOD
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
& EQUIVALENTS, END OF PERIOD
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
Income
tax paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Interest
paid
|
|
$
|
-
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these consolidated financial statements
ADAMANT
DRI PROCESSING AND MINERALS GROUP
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ DEFICIT
SIX
AND THREE MONTHS ENDED JUNE 30, 2021 AND 2020
(UNAUDITED)
|
|
|
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
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(24,846
|
)
|
|
|
-
|
|
|
|
(24,846
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2021
|
|
|
16,110,005
|
|
|
|
16,110
|
|
|
|
7,538,557
|
|
|
|
(9,443,147
|
)
|
|
|
1,858,434
|
|
|
|
(30,046
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,676
|
)
|
|
|
-
|
|
|
|
(1,676
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2021
|
|
|
16,110,005
|
|
|
$
|
16,110
|
|
|
$
|
7,538,557
|
|
|
$
|
(9,444,823
|
)
|
|
$
|
1,858,434
|
|
|
$
|
(31,722
|
)
|
|
|
|
Common shares
|
|
|
Amount
|
|
|
Additional paid in capital
|
|
|
Accumulated deficit
|
|
|
Accumulated other comprehensive income
|
|
|
Total
stockholders’
(deficit)
|
|
|
Balance at January 1, 2020
|
|
|
18,476,673
|
|
|
$
|
18,477
|
|
|
$
|
7,536,389
|
|
|
$
|
(9,415,800
|
)
|
|
$
|
1,858,434
|
|
|
$
|
(2,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(625
|
)
|
|
|
-
|
|
|
|
(625
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2020
|
|
|
18,476,673
|
|
|
|
18,477
|
|
|
|
7,536,389
|
|
|
|
(9,416,425
|
)
|
|
|
1,858,434
|
|
|
|
(3,125
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(625
|
)
|
|
|
-
|
|
|
|
(625
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2020
|
|
|
18,476,673
|
|
|
$
|
18,477
|
|
|
$
|
7,536,389
|
|
|
$
|
(9,417,050
|
)
|
|
$
|
1,858,434
|
|
|
$
|
(3,750
|
)
|
The
accompanying notes are an integral part of the consolidated financial statements
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. Beginning from April 1, 2019, the Company plans on providing business services and financing to emerging
growth entities; however, the Company did not have any revenue as of this report date.
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”).
Interim
Financial Statements
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America (“GAAP”) for interim financial information and with the rules and regulations of
the U.S. Securities and Exchange Commission (“SEC”). Accordingly, these condensed consolidated financial statements do not
include all of the information and footnotes required for audited annual financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary to make the condensed consolidated financial statements not misleading
have been included.
The
unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial
statements and the notes for the year ended December 31, 2020. The results of operations for the six and three months ended June 30,
2021, are not necessarily indicative of the results to be expected for the full year.
Going
Concern
The
financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred losses
of $26,522 and
$1,250 for
the six months ended June 30, 2021 and 2020, respectively. The Company incurred losses of $1,676
and $625
for the three months ended June 30, 2021 and
2020, respectively. As of June 30, 2021, the Company had working capital deficit of $31,752,
and accumulated deficit of $9,444,823.
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 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.
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 20 years is used as follows:
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Office
Equipment
|
|
3-5
years
|
|
Machinery
|
|
10
years
|
|
Vehicles
|
|
5
years
|
|
Building
|
|
20
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. Based
on its review, the Company believes that, as of June 30, 2021 and December 31, 2020, there was no significant impairments of its long-lived
assets.
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 June 30, 2021 and December 31, 2020, the Company did not take any
uncertain positions that would necessitate recording a tax related liability.
The
Company accounts for income taxes in interim periods in accordance with FASB ASC 740-270, “Interim Reporting.” The Company
has determined an estimated annual effective tax rate. The rate will be revised, if necessary, as of the end of each successive interim
period during the Company’s fiscal year to its best current estimate. The estimated annual effective tax rate is applied to the
year-to-date ordinary income (or loss) at the end of the interim period.
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.
Statement
of Cash Flows
In
accordance with FASB ASC Topic 230, “Statement of Cash Flows”, cash flows from the Company’s operations are calculated
based upon local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily
agree with changes in the corresponding balances on the balance sheet. Cash from operating, investing and financing activities is net
of assets and liabilities acquired.
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.
Foreign
Currency Translation and Comprehensive Income (Loss)
Prior
to discontinuing the majority of its operation on March 31, 2019, the functional currency of the Company’s variable intertest entities
(the “VIEs”) is RMB. For financial reporting purposes, RMB is translated into USD as the reporting currency. Assets and liabilities
are translated at the exchange rate in effect at the balance sheet dates. Equity accounts are translated at historical rates. Revenues
and expenses are translated at the average rate of exchange prevailing during the reporting period.
Translation
adjustments from using different exchange rates from period to period are included as a component of stockholders’ equity as “Accumulated
other comprehensive income”. Gains and losses resulting from foreign currency transactions are included in income. There was no
significant fluctuation in the exchange rate for the conversion of RMB to USD after the balance sheet date.
The
Company uses 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.
Share-based
Compensation
The
Company accounts for share-based compensation to employees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”,
which requires that share-based payment transactions with employees be measured based on the grant-date FV of the equity instrument issued
and recognized as compensation expense over the requisite service period.
The
Company accounts for share-based compensation awards to non-employees in accordance with FASB ASC Topic 718 and FASB ASC Subtopic 505-50,
“Equity-Based Payments to Non-employees”. Share-based compensation associated with the issuance of equity instruments to
non-employees is measured at the FV of the equity instrument issued or committed to be issued, as this is more reliable than the FV of
the services received. The FV is measured at the date that the commitment for performance by the counterparty has been reached or the
counterparty’s performance is complete.
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
December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes,
eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistent
application among reporting entities. The guidance is effective for fiscal years beginning after December 15, 2020, and interim periods
within those fiscal years, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively
for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to
retained earnings as of the beginning of the fiscal year of adoption. The adoption of this standard did not have a material impact on
the Company’s financial statements.
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 $31,631
and $5,000
at June 30, 2021 and December 31, 2020, respectively.
The advances were from the Company’s sole director 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.
4.
ACCRUED LIABILITIES AND OTHER PAYABLES
Accrued
liabilities and other payables were $3,421 and $200, respectively, at June 30, 2021 and December 31, 2020.
5.
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. While the 2,366,668 shares of common stock were retired, the $200 was not paid off as of the date
of this financial statements.
6.
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 six months ended June 30, 2021 and 2020:
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
|
%
|
The
following table reconciles the statutory rates to the Company’s effective tax rate for the three months ended June 30, 2021 and
2020:
|
|
|
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
|
%
|
7.
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.
8.
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.
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