ADAMANT DRI PROCESSING & MINERALS GROUP - Quarter Report: 2023 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

OR

COMMISSION FILE NUMBER: 000-49729

Adamant DRI Processing and Minerals Group

(Exact Name of Registrant as Specified in its Charter)

Issuer’s telephone number: 573-818-4750

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒

Indicate by check mark 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.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☒ No ☐

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

Name of each exchange on which registered

State the number of shares outstanding of each of the issuer’s classes of common equity, for the period covered by this report and as at the latest practicable date:

At August 21, 2023 we had outstanding 16,110,005 shares of common stock.

ADAMANT DRI PROCESSING AND MINERALS GROUP

TABLE OF CONTENTS

Special Note Regarding Forward Looking Statements

This report contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

TABLE OF CONTENTS FOR

FINANCIAL STATEMENTS

Three and Six Months ended June 30, 2023 and 2022

(Unaudited)

ADAMANT DRI PROCESSING AND MINERALS GROUP

CONDENSED BALANCE SHEETS

The accompanying notes are an integral part of these unaudited condensed financial statements

ADAMANT DRI PROCESSING AND MINERALS GROUP

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

The accompanying notes are an integral part of these unaudited condensed financial statements

ADAMANT DRI PROCESSING AND MINERALS GROUP

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(UNAUDITED)

The accompanying notes are an integral part of these unaudited condensed financial statements

ADAMANT DRI PROCESSING AND MINERALS GROUP

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

The accompanying notes are an integral part of these unaudited condensed financial statements

ADAMANT DRI PROCESSING AND MINERALS GROUP

NOTES THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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

On May 1, 2023, Global Strategies, Inc., the Company’s then controlling shareholder, entered into an agreement to sell 11,866,563 shares of the Company’s common stock to Parks Amusements LLC, a limited liability corporation incorporated in the State of Missouri, for total consideration of $300,000. The 11,866,563 shares represent approximately 73% of the outstanding shares of the Company as of the date hereof, and the sale of common stock effected a change in control of the Company.  The transaction was closed on June 27, 2023, and the 11,866,563 shares of common stock were assigned to Nicholas Parks, the controlling member of Parks Amusements LLC,

In connection with the change of control of the Company, on June 27, 2023 the Company’s sole officer and director Dr. Larry Eastland, resigned all officer positions, and remained as a member of board of directors. Mr. Nicholas Parks was appointed CEO, CFO, President, Secretary, Treasurer and a member of the Company’s board of directors.

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 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 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 financial statements not misleading have been included.

The unaudited condensed financial statements included herein should be read in conjunction with the audited financial statements and the notes for the year ended December 31, 2022. The results of operations for the six months ended June 30, 2023, 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 $32,118 and $49,401 for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the Company had a working capital deficit of $47,592, and an accumulated deficit of $9,583,161. These and other 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 efforts to complete a merger or acquisition, and the Company’s efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available on acceptable terms in the future. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Use of Estimates

In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates, required by management, include the recoverability of long-lived assets and allowance for doubtful accounts. 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 5 years is used as follows:

SUMMARY OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES

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 the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by it. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds its fair value (“FV”). FV is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. The Company did not have any long-lived assets as of June 30, 2023 and December 31, 2022.

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, 2023 and December 31, 2022, 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.

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:

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.

The Company follows the FASB ASC Topic 220, “Comprehensive Income”. Comprehensive income (loss) is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders.

Share-based Compensation

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

Earnings (Loss) per Share (EPS)

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

New Accounting Pronouncements

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

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

3. ACCRUED LIABILITIES AND OTHER PAYABLES

Accrued liabilities and other payables were $22,831 and $18,451 as of June 30, 2023 and December 31, 2022, respectively, mainly consisting of outstanding payables to professional service providers and were related to the Company’s periodical filings with the SEC.

4. NOTES PAYABLE

During the fiscal year ended December 31, 2022, the Company signed a series of demand notes (the “Notes”) with NYJJ (Hong Kong) Limited (“NYJJ”) which were subsequently replaced with a consolidated demand note (the “Note”) in the amount of $21,721 as of December 31, 2022. NYJJ was incorporated in Hong Kong and is an unrelated party of the Company. NYJJ will pay certain operating expenses for the Company. The Notes shall be non-interest bearing except that upon the occurrence and continuation of an Event of Default (as defined below), interest shall accrue and be payable in cash at the rate of 12% per annum. Interest on this Note shall be compounded annually calculated based upon a year consisting of 365 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which interest is payable. This note is unsecured and payable upon demand.

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

As of June 30, 2023 and December 31, 2022, the principal balance of the Note was $21,721, which was subsequently forgiven by NYJJ on August 20, 2023.

5. RELATED PARTY TRANSACTIONS

Overview Holdings Inc.

During the quarter ended March 31, 2023, an advance in the amount of $2,500 was received from Overview Holdings Inc., a company incorporated in the State of Idaho and owned by a direct family member of our former CEO and current member of our board of directors. The Company signed a demand note whereby the note shall be non-interest bearing except that upon the occurrence and continuation of an Event of Default (as defined below), interest shall accrue and be payable in cash at the rate of 12% per annum. Interest on this Note shall be compounded annually calculated based upon a year consisting of 365 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which interest is payable. This note is unsecured and payable upon demand.

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

As of June 30, 2023, the principal balance of the note was $2,500 and is reflected on the balance sheet as Advances and loans payable – related parties.

Global Strategies Inc.

On June 27, 2023, Global Strategies, Inc., the Company’s then controlling shareholder, sold 11,866,563 shares of the Company’s common stock pursuant to an agreement with Parks Amusements LLC, a limited liability corporation incorporated in the State of Missouri, of which Nicholas Parks, the Company’s current sole officer and a member of the board of directors, is a controlling member for total consideration of $300,000. The 11,866,563 shares were issued to Mr. Parks directly, and represent approximately 73% of the outstanding shares of the Company as of the date hereof. The sale of common stock effected a change in control of the Company.

Parks Amusements LLC

During the quarter ended June 30, 2023, Parks Amusements LLC, a company of which our sole officer and a member of our board of directors is a controlling member, advanced $540 to pay accounts payable. There were no written agreements for these advances and these advances are unsecured, bore no interest and are payable upon demand. 

As of June 30, 2023, Parks Amusements LLC was owed $540 which is reflected on the balance sheet as Advances and loans payable – related parties.

6. STOCKHOLDERS’ EQUITY

On June 27, 2023, Nicholas Parks completed the acquisition of 11,866,563 shares of the common stock of the Company. The 11,866,563 shares represent approximately 73% of the outstanding shares of the Company as of the date hereof, and the acquisition of such common stock effected a change of control of the Company.

In connection with the change of control of the Company, Global Public Strategies Inc (“GPS Inc.”), a company owned by the Company’s former sole officer, Dr. Larry Eastland and his son waived total debt owing to GPS Inc. of $21,700 as of June 27, 2023; and such transactions were recorded as a capital contribution.

At June 30, 2023 and December 31, 2022 the Company was authorized to issue 100,000,000 shares of common stock and had 16,110,005 common shares issued and outstanding. The Company is authorized to issue 1,000,000 shares of convertible preferred stock and had no shares of convertible preferred stock issued and outstanding.

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 operations 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

Acquisition of Parks Amusements, LLC

On July 1, 2023, the Company entered into an agreement to acquire Parks Amusements, LLC, a limited liability company organized in the State of Missouri. Parks Amusements, LLC is the operator of family entertainment venues. The agreement calls for the issuance of a total of 70,000,000 shares of our common stock to the members of Parks Amusements LLC. Our sole officer and a director of the Company is the controlling stockholder of Parks Amusements LLC and with his spouse will receive a total of 63,050,000 shares of common stock. This acquisition has not yet been closed and the 70,000,000 shares of common stock have not yet been issued as of the date of this report.

Service Agreement with Global Public Strategies Inc.

Effective July 1, 2023, the Company entered an agreement for services with Global Public Strategies Inc. (“GPS”), a company incorporated in the State of Idaho, whose managing director is Dr. Larry Eastland, a director of the Company. Under the agreement, GPS or their assigns will receive a total of 1,000,000 shares of common stock of the Company for serving as a strategic advisor to the Company for a period of five years. The agreement also calls for the further consideration to be paid in cash equivalent or as follows:

As of the date of this filing, no shares and options have been issued for the aforementioned services agreement.

Amendment to Authorized Capital

On July 19, 2023, the Company submitted an amendment to its authorized capital to the Nevada Secretary of State as follows:

The Corporation shall be authorized to issue 550,000,000 shares of capital stock, of which 500,000,000 shares shall be shares of Common Stock, $0.001 par value (“Common Stock”), and 50,000,000 shares shall be shares of Preferred Stock, $0.001 par value (“Preferred Stock”). The amendment was filed and is awaiting acceptance from the Nevada Secretary of State as of the date of this filing.

Forgiveness of Notes Payable to NYJJ (Hong Kong) Limited (“NYJJ”)

During the fiscal year ended December 31, 2022, the Company signed a series of demand notes (the “Notes”) with NYJJ (Hong Kong) Limited (“NYJJ”) which were subsequently replaced with a consolidated demand note (the “Note”) in the amount of $21,721 as of December 31, 2022. On August 20, 2023, NYJJ forgave the full amount of $21,721 owed by the Company.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

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

We engaged in various business since our incorporation. We were not successful in any of the businesses we entered and discontinued all of our remaining operations effective March 31, 2019, at which time we became a non-operating shell company with nominal assets. In August 2021 we filed a Registration Statement on Form 10 and became subject to the reporting requirements of the Exchange Act. We also are considered a “blank check company” subject to Rule 419. We intend to seek, investigate and, if such investigation warrants, engage in a business combination which may take the form of a “reverse merger” with a private entity whose business presents an opportunity for our stockholders.

On March 28, 2022, Global Strategies, Inc. completed the acquisition of 11,866,563 shares of the common stock of the Company from five shareholders which included the Company’s major shareholder also the sole director and officer, and his affiliated company.

On May 1, 2023, Global Strategies, Inc., the Company’s controlling shareholder, entered into an agreement to sell 11,866,563 shares of the Company’s common stock to Parks Amusements LLC, a limited liability corporation incorporated in the State of Missouri, for total consideration of $300,000. The 11,866,563 shares represent approximately 73% of the outstanding shares of the Company as of the date hereof, and the sale of common stock effected a further change in control of the Company. The transaction was closed on June 27, 2023, and the 11,866,563 shares of common stock were assigned to Nicholas Parks, the controlling member of Parks Amusements LLC.

On June 27, 2023, Dr. Larry Eastland submitted his resignation as President, Secretary and Treasurer of the Company, and remined as a member of the board of directors of the Company .

Effective June 27, 2023, the Board of Directors of the Company appointed Mr. Nicholas A. Parks, controlling shareholder, as the Company’s CEO, CFO, President, Treasurer, Secretary, and a member of the Board of Directors.

Mr. Parks, age 44, has served as the Managing Member of Parks Amusements since September 2014 and the CEO and Chairman of The Pinball Company since August 2006. Parks Amusements operates Level Up Entertainment (www.levelupthefun.com), a family entertainment center, and Lakeside Ashland (www.lakesideashland.com), an amphitheater and event venue. Both businesses are currently operating in Columbia, Missouri. The Pinball Company, with offices in St. Louis and Columbia, Missouri, is a leading online retailer of pinball machines, arcades, and other game room products. Mr. Parks graduated from the University of Missouri - Columbia in 2002 (B.S. Business Administration), and obtained his MBA from the same university in 2005.

Results of Operations

Comparison of the Six Months ended June 30, 2023 and 2022

Loss from Operations

Operating expenses were $32,118 for the six months ended June 30, 2023, compared to $49,401 for the six months ended June 30, 2022, a decrease of $17,283, primarily as a result of the decrease in professional fees for SEC filings.

Net Loss

We had a net loss of $32,118 for the six months ended June 30, 2023, compared to net loss of $49,401 for the six months ended June 30, 2022.

Comparison of the Three Months ended June 30, 2023 and 2022

Loss from Operations

Operating expenses were $21,768 for the three months ended June 30, 2023, compared to $15,149 for the three months ended June 30, 2022, a decrease of $6,619, fees for professional services, including legal fees and transfer agent fees increase slightly as the Company entered into agreements related to a change in control and an acquisition.

Net Loss

We had a net loss of $21,768 for the three months ended June 30, 2023, compared to net loss of $15,149 for the three months ended June 30, 2022.

Liquidity and Capital Resources

As of June 30, 2023, and December 31, 2022, cash and equivalents and restricted cash were $0, respectively. At June 30, 2023, we had negative working capital.

We have had to rely on loans and capital contributions from affiliated parties since we disposed of our interest in Shenzhen Technology Company and became a shell company in March 2019. Subsequent to the period covered by this report we are concluding the acquisition of Parks Amusements LLC which is an operating business. We cannot accurately estimate the expenses we may incur over the next twelve months as we move through finalization of the acquisition and commence operations. The Company intends to undertake an offering to raise operating funds as our acquired subsidiary expects to expand operations. In all likelihood we will remain dependent upon the efforts of our current directors and principal shareholder, and their willingness to provide the capital necessary to continue our business and fund our cash needs until we generate meaningful revenues or complete a financing. There can be no assurance that we will be able to raise the funds necessary to fund our operations and we cannot assure you that we can identify a suitable business to acquire or combine with. If we were to fail to raise the capital necessary to maintain our operations our common stock would likely become worthless.

The following is a summary of cash provided by or used in each of the indicated types of activities during the six months ended June 30, 2023 and 2022, respectively.

Net cash used in operating activities

Net cash used in operating activities was $24,740 and $67,706 for the six months ended June 30, 2023 and 2022, respectively. The decrease in the cash outflow from operating activities for the six months ended June 30, 2023 was mainly due to a reduction of expenses in the six-month period ended June 30, 2023 as we had limited activity.

Net cash used in investing activities

Net cash used in investing activities was $0 for the six months ended June 30, 2023 and 2022, respectively.

Net cash provided by financing activities

Net cash provided by financing activities was $24,740 and $67,706 for the six months ended June 30, 2023 and 2022, respectively. The net cash provided by financing activities in the six months ended June 30, 2023 and 2022, respectively, were advances and loans for paying expenses of the Company from related parties in the six months ended June 30, 2023, and loans from related and third parties in the quarter ended June 30, 2022.

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 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 Estimates

The financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We base our estimates on historical experience, as appropriate, and on various other assumptions that we believe are reasonable under the circumstances. Changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. See Note 2 – Summary of Significant Accounting Policies.

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.

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.

Recent Accounting Pronouncements

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

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.

Going Concern

Our financial statements have been prepared assuming that we will continue as a going concern. We incurred losses of $32,118 and $49,401 for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, we had a working capital deficit of $47,592, and an accumulated deficit of $9,583,161. These and other 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 stockholder to provide the capital necessary to continue our business and fund our cash needs until we generate meaningful revenues or complete a business combination. 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.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

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

At June 30, 2023, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of our Chief Executive Officer who is also our Chief Financial Officer. Based on his evaluation of our disclosure controls and procedures, he concluded that at June 30, 2023, such disclosure controls and procedures were not effective. This was due to our limited resources, including the absence of a financial staff with accounting and financial expertise and deficiencies in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”

The material weakness in our financial controls will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

(b) Changes in Internal Control over Financial Reporting.

There have been no changes in our internal control over financial reporting that occurred during our fiscal quarter ended June 30, 2023, that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting. Given the limitations of our accounting personnel, we need to take additional steps to ensure that our financial statements are in accordance with US GAAP.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.

ITEM 1A. RISK FACTORS

The purchase of our common stock involves a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described under the heading “Risk Factors” in Item 1A. of our Annual Report on Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in Item 2 of Part I of this report and our financial statements and related notes included in Item 1 of Part I of this report. Readers should carefully review those risks, as well as additional risks described in other documents we file from time to time with the SEC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no sales of equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

Acquisition of Parks Amusements, LLC

On July 1, 2023, the Company entered into an agreement to acquire Parks Amusements, LLC, a limited liability company organized in the State of Missouri. Parks Amusements, LLC is the operator of family entertainment venues. The agreement calls for the issuance of a total of 70,000,000 shares of our common stock to the members of Parks Amusements LLC. Our sole officer and a director of the Company is the controlling stockholder of Parks Amusements LLC and with his spouse will receive a total of 63,050,000 shares of common stock. This acquisition has not yet been closed and the 70,000,000 shares of common stock have not yet been issued as of the date of this report. A copy of the agreement is appended hereto as Exhibit 10.1.

Service Agreement with Global Public Strategies Inc.

Effective July 1, 2023, the Company entered an agreement for services with Global Public Strategies Inc. (“GPS”), a company incorporated in the State of Idaho, whose managing director is Dr. Larry Eastland, a director of the Company. Under the agreement, GPS or their assigns will receive a total of 1,000,000 shares of common stock of the Company for serving as a strategic advisor to the Company for a period of five years. The agreement also calls for the further consideration to be paid in cash equivalent or as follows:

As of the date of this filing, no shares and options have been issued for the aforementioned services agreement. A copy of the agreement is appended hereto as Exhibit 10.2.

Amendment to Authorized Capital

On July 19, 2023, the Company submitted an amendment to its authorized capital to the Nevada Secretary of State as follows:

The Corporation shall be authorized to issue 550,000,000 shares of capital stock, of which 500,000,000 shares shall be shares of Common Stock, $0.001 par value (“Common Stock”), and 50,000,000 shares shall be shares of Preferred Stock, $0.001 par value (“Preferred Stock”). The amendment was filed and is awaiting acceptance from the Nevada Secretary of State as of the date of this filing.

ITEM 6. EXHIBITS

The following exhibits are filed with this report:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.