Overview
Adamant DRI Processing and Minerals Group (the "Company," "we" or "us" or words
of similar meaning), is a Nevada corporation incorporated in July 2014 and
successor by merger to UHF Incorporated, a Delaware corporation ("UHF"), which
in turn was the successor to UHF Incorporated, a Michigan corporation ("UHF
Michigan"), as a result of domicile merger effected on December 29, 2011.
We had been engaged in various business since our incorporation. We were not
successful in any of the businesses we entered and discontinued all of our
remaining operations effective March 31, 2019, at which time we became a
non-operating shell company with nominal assets. We also are considered a "blank
check company" subject to Rule 419. We intend to seek, investigate and, if such
investigation warrants, engage in a business combination which may take the form
of a "reverse merger" with a private entity whose business presents an
opportunity for our stockholders.
During the next 12 months, we anticipate incurring costs to file Exchange Act
reports, and, if a suitable target company is found, costs to consummate
acquisition. We believe we will be able to meet these costs through amounts, as
necessary, to be loaned by or invested in us by our stockholders, management or
other investors. We have no specific plans, understandings or agreements with
respect to the raising of such funds, and we may seek to raise the required
capital by the issuance of equity or debt securities or by other means. Since we
have no such arrangements or plans currently in effect, our inability to raise
funds for the consummation of an acquisition may have a severe negative impact
on our ability to become a viable company.
Results of Operations
Comparison of the six months ended June 30, 2021 and 2020
Dollar Percentage
Increase / Increase /
2021 % of Sales 2020 % of Sales Decrease 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.
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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
Dollar Percentage
Increase / Increase /
2021 % of Sales 2020 % of Sales Decrease 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.
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 expenses of $26,522.
We have had to rely upon the sale of our equity securities to maintain our
operations since we disposed of our interest in Shenzhen Technology Company in
2019. We anticipate incurring a minimum of $50,000 in expenses over the next
twelve months and could incur more significant expenses in connection with any
proposed acquisition. In all likelihood we will remain dependent upon the
efforts of our sole director and officer, and his willingness and that of our
principal stockholders to provide the capital necessary to continue our business
and fund our cash needs until we generate meaningful revenues. There can be no
assurance that we will be able to raise the funds necessary to fund our
operations until such time as we complete a business combination and we cannot
assure you that we can identify a suitable business to acquire or combine with.
If we were to fail to raise the capital necessary to maintain our operations our
common stock would likely become worthless.
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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,
respectively.
Six Months Ended
June 30,
2021 2020
Net cash used in operating activities $ (26,631 ) $ (1,250 )
Net cash used in investing activities $ -
-
Net cash provided by financing activities $ 26,631 $ 1,250
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. The increase of cash outflow from
operating activities for the six months ended June 30, 2021 was mainly due to
increased net loss resulting from increased profession fees.
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 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 certain
expenses of the Company.
Off-Balance Sheet Arrangements
We have not entered into any financial guarantees or other commitments to
guarantee the obligations of any third parties. We have not entered into any
derivative contracts that are indexed to our shares and classified as
shareholder's equity or that are not reflected in our consolidated financial
statements. Furthermore, we do not have any retained or contingent interest in
assets transferred to an unconsolidated entity that serves as credit, liquidity
or market risk support to such entity. We do not have any variable interest in
any unconsolidated entity that provides financing, liquidity, market risk or
credit support to us or engages in leasing, hedging or research and development
services with us.
Critical Accounting Policies and Estimates
Our management's discussion and analysis of our financial condition and results
of operations is based on our consolidated financial statements, which were
prepared in accordance with US GAAP. While our significant accounting policies
are more fully described in Note 2 to our consolidated financial statements, we
believe the following accounting policies are the most critical to aid you in
fully understanding and evaluating this management discussion and analysis.
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. As of June 30, 2021, we had a working
capital deficit of $31,752, and accumulated deficit of $9,444,823. These factors
raise substantial doubt about our ability to continue as a going concern. Our
capital requirements will depend on many factors including whether we can
identify a target for acquisition. In all likelihood we will remain dependent
upon the efforts of our sole director and officer, and his willingness and that
of our principal stockholders to provide the capital necessary to continue our
business and fund our cash needs until we generate meaningful revenues. There
can be no assurance that we will be able to raise the funds necessary to fund
our operations until such time as we complete a business combination. Our
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classifications of liabilities that might be necessary should the Company be
unable to continue as a going concern.
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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.
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Recent 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.
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