Adamant DRI Processing and Minerals (ADMG) 10-Q2023 Q3 Quarterly report

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 November 17, 2023 we had outstanding 87,110,005 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

September 30, 2023

ADAMANT DRI PROCESSING AND MINERALS GROUP

CONDENSED BALANCE SHEETS

See Notes to these unaudited condensed financial statements

ADAMANT DRI PROCESSING AND MINERALS GROUP

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

See Notes to these condensed financial statements

ADAMANT DRI PROCESSING AND MINERALS GROUP

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

See Notes to these condensed financial statements

ADAMANT DRI PROCESSING AND MINERALS GROUP

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

See Notes to these condensed financial statements

ADAMANT DRI PROCESSING AND MINERALS GROUP

NOTES TO THE UNAUDITED CONDENSED 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 all 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.

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 and his wife are the controlling stockholders of Parks Amusements LLC and collectively will receive a total of 63,050,000 shares of common stock. On September 1, 2023, the Company and Parks Amusements LLC amended the agreement to extend the closing date for the transaction. This acquisition has not yet been closed pending the transfer of the membership units from the members of Parks Amusements LLC, however the 70,000,000 shares of common stock were issued on September 1, 2023, and are held in trust pending closing.

On August 30, 2023, the Nevada Secretary of State accepted an amendment to the articles of incorporation, whereby the Company is 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”).

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”).

The financial statements presented in this Quarterly Report on Form 10-Q are unaudited. However, in the opinion of management, these unaudited condensed financial statements include all adjustments, consisting solely of normal recurring adjustments, necessary to present fairly the financial position, results of operations and cash flows for the periods presented in conformity with GAAP applicable to interim periods. The financial data and other financial information disclosed in these notes to the accompanying condensed financial statements are also unaudited. As such, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to applicable rules and regulations thereunder.

The unaudited condensed financial statements included herein should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The results of operations for the nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the full year or any other future period.

Going Concern

The financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred losses of $43,117 and $59,347 for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, the Company had no cash on hand and an accumulated deficit of $9,594,160. 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.

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. A 100% valuation allowance has been established on deferred tax assets at September 30, 2023 and December 31, 2022, due to the uncertainty of our ability to realize future taxable income.

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 September 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

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.

Share-based Compensation

The Company accounts for stock-based payments in accordance with ASC 718, “Compensation - Stock Compensation,” which requires that such equity instruments be measured at their fair values on the grant date. Stock-based payments to employees include grants of stock that are recognized in the consolidated statement of operations based on their fair values at the date of grant.

The grant date fair value of stock option awards is recognized in earnings as stock-based compensation cost over the requisite service period of the award using the straight-line attribution method. We estimate the fair value of the stock option awards using the Black-Scholes-Merton option pricing model.

Earnings (Loss) per Share (EPS)

In accordance with ASC Topic 260 – Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive.

Potential common stock currently consists of the incremental common stock issuable upon exercise of stock options. The computation of basic loss per share for the nine months ended September 30, 2023 and 2022 excludes potentially dilutive securities because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted losses per share. The Company had no potentially dilutive securities outstanding at September 30, 2023 and 2022, respectively as none of the outstanding stock options have vested on the report dates.

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.

3. 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. 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.

The principal balance of the Note was $21,721, which was forgiven by NYJJ on August 20, 2023 and is recorded as a gain on debt forgiveness in the accompanying condensed statement of operations.

As of September 30, 2023 and December 31, 2022, the note was $0 and $21,721 respectively.

4. 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 September 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 then outstanding shares of the Company. The sale of common stock effected a change in control of the Company.

Parks Amusements LLC

During the nine months ended September 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 $9,314 to pay accounts payable. There are no written agreements for these advances and these advances are unsecured, bear no interest and are payable upon demand.

As of September 30, 2023, Parks Amusements LLC was owed $9,314 which is reflected on the balance sheet as Advances and loans payable – related parties.

Service Agreement with Global Public Strategies Inc.

On July 1, 2023, as amended July 31, 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:

In accordance with the terms of the agreement 1,000,000 shares of common stock of the Company were issued to GPS and its’ assigns on September 1, 2023.

5. STOCKHOLDERS’ EQUITY

Common and Preferred Stock

The Corporation is 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”).

On June 27, 2023, Nicholas Parks completed the acquisition of 11,866,563 shares of the common stock of the Company (Ref: Note 4) effecting a change in control.

In connection with the change of control of the Company, GPS, a company owned by Dr. Larry Eastland and his son waived total debt owing to GPS of $21,700 as of June 27, 2023; and such transactions were recorded as a capital contribution.

On September 1, 2023, the Company issued a total of 70,000,000 shares to 4 stockholders for the acquisition of Parks Amusements LLC and its subsidiaries (Ref: Note 1). The acquisition will close upon the transfer of the membership units of Parks Amusements LLC by the members. The 70,000,000 shares are held in trust subject to receipt of the membership units from Parks Amusements LLC.

On September 1, 2023, the Company issued a total of 1,000,000 shares of common stock to GPS and its’ assigns in accordance with a service contract (ref: Note 4). The shares were valued at $19,600, the fair market value on the date of issuance or $0.0196 per share.

At September 30, 2023 and December 31, 2022 the Company had a total of 87,110,005 and 16,110,005 shares of Common Stock issued and outstanding, respectively and no shares of Preferred Stock are issued.

Stock Options

On July 1, 2023, as consideration under that certain services agreement with GPS (ref: Note 4), the Company granted the following stock options:

The stock options were valued at $29,919 on the date of issue using the Black Scholes Model and the following data inputs:

 SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS

The following is a summary of the Company’s stock option activity for the periods ended September 30, 2023 and December 31, 2022:

 SCHEDULE OF STOCK OPTION ACTIVITY

The number and weighted average exercise prices of all options outstanding as of September 30, 2023 are as follows:

 SCHEDULE OF WEIGHTED AVERAGE EXERCISE PRICES OPTIONS OUTSTANDING

The Company expensed $3,660 as stock-based compensation in the three months ended September 30, 2023. Unamortized compensation expense associated with unvested options is $26,259 as of September 30, 2023. The weighted average period over which these costs are expected to be recognized is approximately 3.75 years.

The aggregate intrinsic value of the options as of September 30, 2023 and December 31, 2022 is $0.

6. 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 all 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.

7. SUBSEQUENT EVENTS

On November 1, 2023, the Company and Parks Amusements LLC and its members amended the July 1, 2023 acquisition agreement (the “Agreement”) to make the following provisions:

“Nicholas Parks -3,200,000 Membership Units, Brooke Parks – 3,200,000 Membership Units, 5 Parts Investments, LLC – 600,000 Membership Units

“70,000,000 Shares of ADMG Unregistered, Restricted Common stock in exchange for 7,000,000 Membership Units held by Nicholas A Parks (3,200,000 Membership Units) Brooke Parks (3,200,000 Membership Units) and 5 Parts Investments LLC (600,000 Membership Units)”.

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.

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 and his wife are the controlling stockholders of Parks Amusements LLC and collectively will receive a total of 63,050,000 shares of common stock. On September 1, 2023, the Company and Parks Amusements LLC amended the agreement to extend the closing date for the transaction. This acquisition has not yet been closed pending the transfer of the membership units from the members of Parks Amusements LLC, however the 70,000,000 shares of common stock were issued on September 1, 2023, and are held in trust pending closing.

On November 1, 2023, the Company and Parks Amusements LLC and its members amended the July 1, 2023 acquisition agreement (the “Agreement”) to make the following provisions:

“Nicholas Parks -3,200,000 Membership Units, Brooke Parks – 3,200,000 Membership Units, 5 Parts Investments, LLC – 600,000 Membership Units

“70,000,000 Shares of ADMG Unregistered, Restricted Common stock in exchange for 7,000,000 Membership Units held by Nicholas A Parks (3,200,000 Membership Units) Brooke Parks (3,200,000 Membership Units) and 5 Parts Investments LLC (600,000 Membership Units)”.

Upon closing the transaction whereunder the Company will acquire Parks Amusements, LLC the Company will operate in the entertainment industry. 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.

Results of Operations

Comparison of the Nine Months ended September 30, 2023 and 2022

Loss from Operations

Operating expenses were $64,828 for the nine months ended September 30, 2023, compared to $59,347 for the nine months ended September 30, 2022, an increase of $5,491, primarily as a result of the increase in professional fees for SEC filings.

Gain on debt forgiveness

A creditor of the Company forgave a loan payable in the amount of $21,721 during the nine months ending September 30, 2023 with no comparable transaction during the nine months ended September 30, 2022.

Net Loss

We had a net loss of $43,117 for the nine months ended September 30, 2023, compared to net loss of $59,347 for the nine months ended September 30, 2022. The decrease in net loss of $16,230 for the nine months ended September 30, 2023 over the nine months ended September 30, 2022 is mainly due to the forgiveness of $21,721 of debt in the nine months ended September 30, 2023 offset by an increase in professional fees of $5,491.

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

Loss from Operations

Operating expenses were $32,700 for the three months ended September 30, 2023, compared to $9,946 for the three months ended September 30, 2022, an increase of $22,754, fees for professional services, including legal fees and transfer agent fees increased substantially as the Company entered into agreements related to a change in control and an acquisition.

Gain on debt forgiveness

A creditor of the Company forgave a loan payable in the amount of $21,721 during the three months ending September 30, 2023 with no comparable transaction during the three months ended September 30, 2022.

Net Loss

We had a net loss of $10,999 for the three months ended September 30, 2023, compared to net loss of $9,946 for the three months ended September 30, 2022 with the net loss remaining fairly constant due to the offset of the increase in operating expenses of the forgiveness of debt.

Liquidity and Capital Resources

As of September 30, 2023, and December 31, 2022, cash and equivalents and restricted cash were $0, respectively and the Company’s assets were limited to prepaid acquisition costs and expenses.

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 nine months ended September 30, 2023 and 2022, respectively.

Net cash used in operating activities

Net cash used in operating activities was $33,514 and $68,706 for the nine months ended September 30, 2023 and 2022, respectively. The decrease in the cash outflow from operating activities for the nine months ended September 30, 2023 was mainly due to a gain on forgiveness of debt of $21,721in the nine months ended September 30, 2023 with no comparable transaction in the nine months ended September 30, 2022. In the nine months ended September 30, 2023 we incurred costs for stock based compensation of $23,260 with no comparable costs incurred in the nine months ended September 30, 2022. During the nine months ended September 30, 2023 accounts payable increased by $5,066 and prepaid expenses decreased by $2,998, comparatively in the nine months ended September 30, 2022, accounts payable decreased by $9,359.

Net cash used in investing activities

There were no investing activities during the nine months ended September 30, 2023 and 2022.

Net cash provided by financing activities

Net cash provided by financing activities was $33,514 and $68,706 for the nine months ended September 30, 2023 and 2022, respectively. The net cash provided by financing activities in the nine months ended September 30, 2023 included advances and loans from related parties. The net cash provided by financing activities in the nine months ended September 30, 2022 included advances from related parties and proceeds from a note payable with a third 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 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.

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 September 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 September 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 September 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 other than as set out below:

On September 1, 2023, the Company issued a total of 70,000,000 shares of its unregistered restricted common stock to 4 stockholders for the acquisition of Parks Amusements LLC and its subsidiaries. The acquisition will close upon the transfer of the membership units of Parks Amusements LLC by the members. The 70,000,000 shares are held in trust subject to receipt of the membership units from Parks Amusements LLC.

On September 1, 2023, the Company issued a total of 1,000,000 shares of unregistered restricted common stock to Global Public Strategies Inc., a company controlled by a member of our board of directors and his son, and its’ assigns as consideration for services under a services agreement.

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 and his wife are the controlling stockholders of Parks Amusements LLC and collectively will receive a total of 63,050,000 shares of common stock. On September 1, 2023, the Company and Parks Amusements LLC amended the agreement to extend the closing date for the transaction. This acquisition has not yet been closed pending the transfer of the membership units from the members of Parks Amusements LLC, however the 70,000,000 shares of common stock were issued on September 1, 2023 and are held in trust pending closing. A copy of the amendment is appended hereto as Exhibit 10.1.

On November 1, 2023, the Company and Parks Amusements LLC and their members amended the acquisition agreement to make the following provisions:

“Nicholas Parks -3,200,000 Membership Units, Brooke Parks – 3,200,000 Membership Units, 5 Parts Investments, LLC – 600,000 Membership Units

“70,000,000 Shares of ADMG Unregistered, Restricted Common stock in exchange for 7,000,000 Membership Units held by Nicholas A Parks (3,200,000 Membership Units) Brooke Parks (3,200,000 Membership Units) and 5 Parts Investments LLC (600,000 Membership Units)”.

A copy of the amendment is appended hereto as Exhibit 10.2.

Amendment to Authorized Capital

On August 30, 2023, the Nevada Secretary of State accepted the amendment to the articles of incorporation, whereby the Company is 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”). A company of the amendment is appended hereto as Exhibit 3.1.

Service Agreement with Global Public Strategies Inc.

On July 1, 2023, as amended July 31, 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:

1,000,000 shares of common stock of the Company were issued on September 1, 2023 under the terms of the agreement.

Change of Auditor

On November 14, 2023, Adamant DRI Processing and Minerals Group, (the “Company”) dismissed Keith Zhen, CPA (“Zhen”) as its Independent Registered Public Accountancy firm. On November 14, 2023, the Company engaged and executed an agreement with GBQ Partners LLC (“GBQ”), as the Company’s new independent accountant to replace Zhen. The board of directors of the Company, acting as the audit committee, approved the decision to change independent accountants. The Company filed the notice of change of auditor on Form 8K with the Securities and Exchange Commission on November 17, 2023.

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.