Adamant Dri Processing & Minerals Group 10-Q for FY2023 Q2
Adamant Dri Processing & Minerals Group (ADMG)
About this 10-Q
Adamant Dri Processing & Minerals Group filed this 10-Q on August 21, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).
Headline figures
Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $21.77K
- compared with a net loss of $15.15K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| FOR
THE QUARTERLY PERIOD ENDED |
OR
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| FOR THE TRANSITION PERIOD FROM _________ TO ________. |
COMMISSION
FILE NUMBER:
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction | (I.R.S. Employer | |
| of incorporation or organization) | Identification No.) |
| (address of principal executive offices) | (zip code) |
Issuer’s
telephone number:
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.
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 ☐
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.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller
reporting company | ||
| Emerging
growth company |
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).
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on which registered
| Title of class | ||
| None | N/A |
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 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.
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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)
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ADAMANT DRI PROCESSING AND MINERALS GROUP
CONDENSED BALANCE SHEETS
| June 30, 2023 | DECEMBER 31, 2022 | |||||||
| (UNAUDITED) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash & equivalents | $ | $ | ||||||
| Prepaid expense | ||||||||
| Total current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accrued liabilities and other payables | $ | $ | ||||||
| Loans payable | ||||||||
| Advances and loans payable – related parties | ||||||||
| Total current liabilities | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Convertible preferred stock: $ par value; shares authorized, shares issued and outstanding | ||||||||
| Common stock, $ par value; authorized shares ; issued and outstanding shares | ||||||||
| Additional paid in capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements
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ADAMANT DRI PROCESSING AND MINERALS GROUP
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
THREE MONTHS ENDED JUNE 30, | SIX MONTHS ENDED
JUNE 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before income tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Basic and diluted weighted average shares outstanding | ||||||||||||||||
| Basic weighted average shares outstanding | ||||||||||||||||
| Basic and diluted net loss per share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic net loss per share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements
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ADAMANT DRI PROCESSING AND MINERALS GROUP
CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT
THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(UNAUDITED)
Common shares | Amount | Additional paid in capital | Accumulated deficit | Accumulated other comprehensive income | Total stockholders’ (deficit) | |||||||||||||||||||
| Balance at January 1, 2023 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at March 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||
| Shareholder contribution to paid in capital | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | ( | ) | ( | ) | ||||||||||||||||||
Common shares | Amount | Additional paid in capital | Accumulated deficit | Accumulated other comprehensive income | Total stockholders’ (deficit) | |||||||||||||||||||
| Balance at January 1, 2022 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Increase in paid in capital | - | |||||||||||||||||||||||
| Balance at March 31, 2022 | ( | ) | ||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Increase in paid in capital | - | |||||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements
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ADAMANT DRI PROCESSING AND MINERALS GROUP
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| 2023 | 2022 | |||||||
SIX MONTHS ENDED
JUNE 30, | ||||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Accrued liabilities and other payables | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Advance from related parties | ||||||||
| Proceeds from note payable | ||||||||
| Net cash provided by (used in) financing activities | ||||||||
| NET INCREASE IN CASH & EQUIVALENTS | ||||||||
| CASH & EQUIVALENTS, BEGINNING OF YEAR | ||||||||
| CASH & EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| Supplemental Cash Flow Data: | ||||||||
| Income tax paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Capital contribution from Shareholder | ||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements
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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 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 $
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 $
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.
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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:
| Office Equipment |
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
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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:
| ● | Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| ● | Level 3 inputs to the valuation methodology are unobservable and significant to the FV measurement. |
The Company did not identify any assets and liabilities that are required to be presented on the balance sheet at FV.
Foreign Currency Translation and Comprehensive Income (Loss)
Prior to discontinuing the majority of its operation on March 31, 2019, the functional currency of the Company’s variable intertest entities (the “VIEs”) is RMB. For financial reporting purposes, RMB is translated into USD as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet dates. Equity accounts are translated at historical rates. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period.
Translation adjustments from using different exchange rates from period to period are included as a component of stockholders’ equity as “Accumulated other comprehensive income”. Gains and losses resulting from foreign currency transactions are included in income.
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.
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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.
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.
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3. ACCRUED LIABILITIES AND OTHER PAYABLES
Accrued
liabilities and other payables were $
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 $
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 $
5. RELATED PARTY TRANSACTIONS
Overview Holdings Inc.
During
the quarter ended March 31, 2023, an advance in the amount of $
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 $
Global Strategies Inc.
On
June 27, 2023, Global Strategies, Inc., the Company’s then controlling shareholder, sold 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 $
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 $
As
of June 30, 2023, Parks Amusements LLC was owed $
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6. STOCKHOLDERS’ EQUITY
On June 27, 2023, Nicholas Parks completed the acquisition of shares of the common stock of the Company. The shares represent approximately % 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 $
At June 30, 2023 and December 31, 2022 the Company was authorized to issue shares of common stock and had common shares issued and outstanding. The Company is authorized to issue shares of convertible preferred stock and had 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 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 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 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:
| i. | options for common shares on the first anniversary of this Agreement at $ per share; |
| ii. | options for common shares on the second anniversary of this Agreement at $ per share; |
| iii. | options for common shares on the third anniversary of this Agreement at $ per share; and, |
| iv. | options for common shares on the fourth anniversary of this Agreement at $ per share. |
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 shares of capital stock, of which shares shall be shares of Common Stock, $ par value (“Common Stock”), and shares shall be shares of Preferred Stock, $ 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 $
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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
| 2023 | 2022 | Dollar Increase (Decrease) | ||||||||||
| Revenue | $ | - | $ | - | $ | - | ||||||
| Cost of services provided | - | - | - | |||||||||
| Gross profit | - | - | - | |||||||||
| Operating expenses | 32,118 | 49,401 | (17,283 | ) | ||||||||
| Loss from operations | (32,118 | ) | (49,401 | ) | (17,283 | ) | ||||||
| Total non-operating income, net | - | - | - | |||||||||
| Loss before income taxes | (32,118 | ) | (49,401 | ) | (17,283 | ) | ||||||
| Income tax expense | - | - | - | |||||||||
| Net loss | $ | (32,118 | ) | $ | (49,401 | ) | $ | (17,283 | ) | |||
| 14 |
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
| 2023 | 2022 | Dollar Increase (Decrease) | ||||||||||
| Revenue | $ | - | $ | - | $ | - | ||||||
| Cost of services provided | - | - | - | |||||||||
| Gross profit | - | - | - | |||||||||
| Operating expenses | 21,768 | 15,149 | 6,619 | |||||||||
| Loss from operations | (21,768 | ) | (15,149 | ) | 6,619 | |||||||
| Total non-operating income, net | - | - | - | |||||||||
| Loss before income taxes | (21,768 | ) | (15,149 | ) | 6,619 | |||||||
| Income tax expense | - | - | - | |||||||||
| Net loss | $ | (21,768 | ) | $ | (15,149 | ) | $ | 6,619 | ||||
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.
Six Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Net cash used in operating activities | $ | (24,740 | ) | $ | (67,706 | ) | ||
| Net cash used in investing activities | - | - | ||||||
| Net cash provided by financing activities | $ | 24,740 | $ | 67,706 | ||||
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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.
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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.
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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.
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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:
| i. | 1,000,000 options for common shares on the first anniversary of this Agreement at $0.10 per share; |
| ii. | 1,000,000 options for common shares on the second anniversary of this Agreement at $0.15 per share; |
| iii. | 1,000,000 options for common shares on the third anniversary of this Agreement at $0.20 per share; and, |
| iv. | 1,000,000 options for common shares on the fourth anniversary of this Agreement at $0.20 per share. |
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:
| 10.1 | Share and Membership Unit Exchange Agreement dated July 1, 2023 | |
| 10.2 | GPS agreement for services dated July 1, 2023 | |
| 31.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended. | |
| 32.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance Document – The instance document does not appear in the Interactive data file because its XBRL tags are embedded within the Inline XBRL document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition | |
| 101.LAB | Inline XBRL Taxonomy Extension Label | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| ADAMANT DRI PROCESSING AND MINERALS GROUP | ||
| Dated: August 21, 2023 | By: | /s/ Nicholas A. Parks |
| Nicholas A Parks | ||
| President | ||
| 20 |
Exhibit 10.1
SHARE AND MEMBERSHIP UNIT EXCHANGE AGREEMENT
BY AND BETWEEN
ADAMANT DRI PROCESSING AND MINERALS GROUP
AND
PARKS AMUSEMENTS LLC
AND THE MEMBERS OF PARKS AMUSEMENTS LLC
1 July 2023
Table of Contents
| Table of Contents | 1 |
| Recitals | 2 |
| Article I | 2 |
| Sale and Purchase of Shares | 2 |
| Article II | 3 |
| Representations and Warranties of the Members of PARKS | 3 |
| Article III | 5 |
| Representations and Warranties of ADMG | 5 |
| Article IV | 6 |
| Conditions to the Transaction | 6 |
| Article V | 7 |
| Termination, Amendment and Waiver | 7 |
| Article VI | 8 |
| General Provisions | 8 |
| Schedule A: Shares Exchanged | 11 |
SHARE AND UNIT EXCHANGE AGREEMENT
BY AND BETWEEN
ADAMANT DRI PROCESSING AND MINERALS GROUP
AND
PARKS AMUSEMENTS LLC.
THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) is made and entered into as of 1 July 2023 by and between Adamant DRI Processing and Minerals Group (“ADMG”), a Nevada corporation, with an address at 99 State Street, Suite 202, Eagle Idaho 83616; and, Parks Amusements, LLC. (“PARKS”), a State of Missouri Limited Liability Corporation with its offices at 6000 S. Sinclair Rd., Columbia MO 65203 and the Members of Parks (individually “Member” and collectively “Members”).
Recitals
| WHEREAS: | PARKS is a Missouri limited liability corporation with an address at 6000 S. Sinclair Rd., Columbia MO 65203 which is engaged in the business of providing a range of entertainment products and services including physical entertainment parks properties (the “Business”); and, |
| WHEREAS: | ADMG desires to acquire all of the issued and outstanding shares of PARKS in order to utilize the assets to continue to expand its business in the U.S. market for the consideration set forth below to be paid to PARKS subject to the terms and conditions of this Agreement; and |
| WHEREAS: | The boards of directors of ADMG and PARKS have determined, subject to the terms and conditions set forth in this Agreement, that the transaction contemplated hereby is desirable and in the best interests of their respective stockholders. This Agreement is being entered into for the purpose of setting forth the terms and conditions of the proposed acquisition. |
| NOW, THEREFORE: | In consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: |
Article I
Sale and Purchase of Shares
Exchange. At the Effective Time (as defined below), and subject to and upon the terms and conditions of this Agreement, each of the Members shall sell, transfer and assign to ADMG the membership units of PARKS held by such member as set forth opposite his/her name on Schedule A (collectively, the “PARKS Membership Units”) and ADMG shall issue to each Member and/or his assigns, the number of shares of common stock of ADMG (the “ADMG Shares”) set forth opposite each Member’s name on Schedule A. The exchange of the PARKS Units for the ADMG Shares contemplated herein shall be referred to herein as the “Transaction”.
Closing: Effective Time. The closing of the Transaction (the “Closing”) shall take place at such location at such time as the parties may so agree on 1 July 2023, or at such other time, date and location as ADMG and the Members agree (the “Effective Time”).
Delivery of Certificates Representing the Shares. At Closing, the Members shall deliver to ADMG such documents representing the transfer of the PARKS Membership Units, duly transferred to ADMG to effectuate the transfer of the PARKS Membership Units to ADMG, with (i) all such other documents as may be required to vest in ADMG good and marketable title to the PARKS Membership Units free and clear of any and all Liens (as defined herein); and, (ii) all necessary stock transfer and any other required documentary stamps. The Members shall cause PARKS to recognize and record the transfers described in this Section on its transfer books.
| Page 2 of 11 |
SHARE AND UNIT EXCHANGE AGREEMENT
BY AND BETWEEN
ADAMANT DRI PROCESSING AND MINERALS GROUP
AND
PARKS AMUSEMENTS LLC.
Issuance of the Exchange Shares. At Closing, ADMG shall take such actions as required to cause such number of the ADMG Shares to be issued in the name of each Shareholder as indicated on Schedule A.
Taking of Necessary Action; Further Action. If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest ADMG with full right, title and possession to the PARKS Membership Units or to vest in the Members full right, title and possession to the ADMG Shares, either party will take all lawful and necessary actions as reasonably requested by the other party hereto.
Article II
Representations and Warranties of the MembersMembers of PARKS
The Members hereby represents and warrants to, and covenants with, ADMG as follows:
Ownership of PARKS Membership Units. Each Member is the record and beneficial owner of the number of membership units of PARKS indicated on Schedule A, which collectively are all of the issued and outstanding membership units of PARKS (the “PARKS Membership Units”), free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire (“Liens”) proxies, voting trusts or similar agreements, restrictions on transfer (other than those imposed by federal and state securities laws) or adverse claims of any nature..
Authority. Each Member has full power and authority and is competent to (i) execute, deliver and perform this Agreement, and each ancillary document which a Member may execute or deliver pursuant to this Agreement, (ii) carry out such Members’s obligations hereunder and thereunder, without the need for any Governmental Action or Filing (as defined herein). This Agreement, and any ancillary document to be executed and delivered by Members at the Closing, has been or will be duly executed and delivered by the Members and this Agreement is, and each ancillary document, when executed and delivered by a Member will be a legal, valid and binding obligation, enforceable against such Member in accordance with its terms. For purposes of this Agreement, the term “Governmental Action or Filing” shall mean any franchise, license, certificate of compliance, authorization, consent, order, permit, approval, consent or other action of, or any filing, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority.
The execution and delivery of this Agreement by each Member does not, and the performance of his obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, self-regulatory organization, domestic or foreign (a “Governmental Entity”), except (i) for applicable requirements, if any, of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which PARKS is qualified to do business, and (ii) consents, approvals, authorizations, permits, filings and notices which if not obtained or filed, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on PARKS or preclude ADMG from exercising its rights as the sole Member of PARKS.
Title to Shares. Upon Closing, ADMG shall acquire good and marketable title the PARKS Membership Units, free and clear of all Liens.
| Page 3 of 11 |
SHARE AND UNIT EXCHANGE AGREEMENT
BY AND BETWEEN
ADAMANT DRI PROCESSING AND MINERALS GROUP
AND
PARKS AMUSEMENTS LLC.
Acquisition of ADMG Shares for Investment.
Each Member is acquiring the ADMG Shares to be issued to him for investment, for such party’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act, and each Member has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Member further represents that he does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the ADMG Shares.
Each Member understands that the ADMG Shares are not and will not be registered under the Act, that the sale and the issuance of the ADMG Shares contemplated hereby is intended to be exempt from registration under the Act pursuant to Regulation D or S promulgated under the Securities Act and that ADMG’s reliance on such exemption is predicated on each Member’s representations set forth herein. Each Member represents and warrants that: (i) he can bear the economic risk of this investment, (ii) he possesses such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment in the Exchange Shares and that he is an “accredited Investor” as that term is defined in Regulation D promulgated under the Act and a “Non-US Person” as that term is defined in Regulation S promulgated under the Act.
Each Member acknowledges that the ADMG Shares, when issued, shall be “restricted” shares (as that term is defined under the Act) and may not be sold, transferred or otherwise disposed of by the Member without registration under the Act or pursuant to an available exemption from registration under the Act and the certificates representing the ADMG Shares and the transfer records of ADMG will contain appropriate restrictive legends.
The Members acknowledge that neither the US Securities and Exchange Commission, nor the securities regulatory body of any state or other nation has received, considered or passed upon the accuracy or adequacy of the information and representations made in this Agreement.
Organization and Qualification of PARKS
PARKS is a limited liability corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by PARKS to be conducted. PARKS is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being or currently planned by PARKS to be conducted, except where the failure to have such Approvals could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on PARKS. Complete and correct copies of the Formation certificate and operating agreement(s) (collectively referred to herein as “Formation Documents”) of PARKS, as amended and currently in effect, are provided under separate cover. PARKS is not in violation of any of the provisions of its Formation Documents.
The transfer records of PARKS contain true, complete and accurate records of shareholder transfers involving the Membership Units (“Membership Records”) of PARKS since the time of PARKS’s organization. Copies of such Membership Records of PARKS have been heretofore delivered to ADMG.
Brokers; Third Party Expenses. No Member has incurred, nor will he incur, directly or indirectly, any liability for brokerage or finders’ fees or agent’s commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.
| Page 4 of 11 |
SHARE AND UNIT EXCHANGE AGREEMENT
BY AND BETWEEN
ADAMANT DRI PROCESSING AND MINERALS GROUP
AND
PARKS AMUSEMENTS LLC.
Article III
Representations and Warranties of ADMG
ADMG hereby represents and warrants to the Members as follows:
Organization and Qualification. ADMG is a corporation, duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has requisite power and authority and governmental approvals to own, lease and operate its properties and to carry on its business as currently conducted. ADMG is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such qualification or licensing, except where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, have a material adverse effect on ADMG.
Authority to Execute and Perform Agreement. ADMG has the requisite power and all authority required to enter into, execute and deliver this Agreement and each ancillary document which ADMG may execute or deliver pursuant to this Agreement, to perform its obligations hereunder and thereunder and to consummate the Transaction. The execution, delivery and performance of this Agreement and the consummation of the Transaction have been duly authorized by all necessary corporate action.
Binding Effect. This Agreement has been validly executed and delivered by ADMG and, assuming the due execution and delivery hereof by the Members constitutes a valid and binding obligation of ADMG, enforceable against ADMG in accordance with its terms, except to the extent such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles (regardless of whether such enforceability is considered in equity or at law).
Capitalization of ADMG. As of the date hereof, the authorized capital stock of ADMG consists of (i) 100,000,000 shares of Common Stock, par value $0.001 per share, of which 16,110,005 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable, and all of which have been issued and granted in compliance with all applicable securities laws and (in all material respects) other applicable Legal Requirements ADMG has no other authorized, issued or outstanding class of capital stock.
Options, Warrants, etc. There are no existing options, other than a total of 4,000,000 non-statutory stock options approved for issuance as of July 1, 2023, to Dr. Larry Eastland, rights, subscriptions, warrants, unsatisfied preemptive rights, calls, agreements, or securities or other commitments relating to (i) the authorized and unissued capital stock of ADMG, or (ii) any securities or obligations convertible into or exchangeable for, or giving any person any right to subscribe for, or acquire from ADMG any shares of capital stock of ADMG, and no such convertible or exchangeable securities or obligations are outstanding.
ADMG Shares. The ADMG Shares, when issued as provided in this Agreement, will be duly authorized, and validly issued, fully paid and nonassessable, and will be free of any Liens or encumbrances and of restrictions on transfer, other than restrictions on transfer under applicable state and federal securities laws or the Transaction documents.
Board Approval. The Board of Directors of ADMG, by resolutions duly adopted at a meeting duly called and held at which a quorum was present or by the unanimous written consent in lieu of such a meeting, has approved this Agreement, the Transaction and the issuance of the ADMG Shares in accordance with the requirements of the Articles of Incorporation and Bylaws of ADMG and the corporation laws of the State of Nevada.
| Page 5 of 11 |
SHARE AND UNIT EXCHANGE AGREEMENT
BY AND BETWEEN
ADAMANT DRI PROCESSING AND MINERALS GROUP
AND
PARKS AMUSEMENTS LLC.
Compliance with Laws. ADMG is not in violation of, default under, or conflict with, any applicable Order or any Applicable Law, except for any such violations that would not, individually or in the aggregate, have a Material Adverse Effect on ADMG.
Non-Contravention. The execution and delivery of this Agreement and any document issued pursuant hereto, the issuance of the ADMG Shares and the performance by ADMG of its obligations hereunder and thereunder (1) do not and will not conflict with, or result in a breach or violation of (i) any provision of the Formation Documents of ADMG, (ii) any applicable laws, (iii) any material agreement, contract, lease, license or instrument to which ADMG is a party or by which ADMG or any of its properties or assets are bound and (2) will not result in the creation or imposition of any Lien upon any of the property or assets of ADMG pursuant to any provision of any contract or Lien.
Consents and Approvals. Except for applicable requirements of the Act or the Exchange Act and notices and filings in connection with the Transaction, no consent, approval or authorization of, filing with, or notice to, any Governmental Body is required by ADMG in connection with the execution, delivery and performance by ADMG of this Agreement, each and every agreement contemplated hereby, and the consummation by ADMG of the Transaction, which if not obtained would individually or in the aggregate, reasonably be expected to have a material adverse effect on ADMG or preclude any Shareholder from exercising its rights as a shareholder of ADMG.
Broker’s Fees. No broker, finder, agent or similar intermediary has acted on behalf of ADMG in connection with this Agreement or the Transaction, and there are no brokerage commissions, finders’ fees or similar fees or commissions payable in connection therewith based on any agreement, arrangement or understanding with ADMG.
Article IV
Conditions to the Transaction
Conditions to Obligations of Each Party to Effect the Transaction. The respective obligations of each party to this Agreement to effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:
No Order. No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Transaction illegal or otherwise prohibiting consummation of the Transaction, substantially on the terms contemplated by this Agreement. All waiting periods, if any, in any jurisdiction in which PARKS or ADMG has material operations relating to the transactions contemplated hereby will have expired or terminated early.
Additional Conditions to Obligation of the Members. The obligation of the Members to consummate the Transaction shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, by the Members:
Representations and Warranties. Each representation and warranty of ADMG contained in this Agreement (i) shall have been true and correct as of the date of this Agreement and (ii) shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except for such representations and warranties which were to be true as of a date specified herein.
| Page 6 of 11 |
SHARE AND UNIT EXCHANGE AGREEMENT
BY AND BETWEEN
ADAMANT DRI PROCESSING AND MINERALS GROUP
AND
PARKS AMUSEMENTS LLC.
Agreements and Covenants. ADMG shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, except to the extent that any failure to perform or comply (other than a willful failure to perform or comply or failure to perform or comply with an agreement or covenant reasonably within the control of ADMG) does not, or will not, constitute a material adverse effect with respect to ADMG taken as a whole.
Consents. ADMG shall have obtained all consents, waivers and approvals required in connection with the consummation of the transactions contemplated hereby, other than consents, waivers and approvals the absence of which, either alone or in the aggregate, could not reasonably be expected to have a material adverse effect on ADMG taken as a whole.
Other Deliveries. At Closing ADMG shall deliver to the Members: (i) certificates representing the ADMG Shares registered in the names of the Members and/or their assigns in the amounts set forth on Schedule A, (ii) copies of resolutions and actions taken by ADMG’s Board of Directors in connection with the approval of this Agreement and the transactions contemplated hereunder, and (iii) such other documents or certificates as shall reasonably be required by a Member in order to consummate the transactions contemplated hereunder.
Additional Conditions to the Obligations of ADMG. The obligations of ADMG to consummate and effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by ADMG:
Representations and Warranties. Each representation and warranty of the Members contained in this Agreement (i) shall have been true and correct as of the date of this Agreement and (ii) shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing except for such representations and warranties which were to be true as of a date specified herein.
Agreements and Covenants. The Members shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them at or prior to the Closing Date except to the extent that any failure to perform or comply does not, or will not, constitute a material adverse effect on PARKS.
Consents. PARKS and the Members shall have obtained all consents, waivers and approvals required in connection with the consummation of the transactions contemplated hereby, other than consents, waivers and approvals the absence of which, either alone or in the aggregate, could not reasonably be expected to have a material adverse effect on PARKS.
Other Deliveries. At Closing, the Members shall have delivered to ADMG: (i) such documents representing the PARKS Membership Units, together with stock powers or other assignments or documents to effectuate transfer of the PARKS Membership Units as contemplated hereby; and (ii) such other documents or certificates as shall reasonably be required by ADMG and its counsel in order to consummate the transactions contemplated hereunder.
| Page 7 of 11 |
SHARE AND UNIT EXCHANGE AGREEMENT
BY AND BETWEEN
ADAMANT DRI PROCESSING AND MINERALS GROUP
AND
PARKS AMUSEMENTS LLC.
Article V
Termination, Amendment and Waiver
Termination. This Agreement may be terminated at any time prior to the Closing:
| 1. | by mutual written agreement of ADMG and the Members owning a majority of the PARKS Membership Units; | |
| 2. | by either ADMG or the Members if the Transaction shall not have been consummated by July 15, 2023 (“Closing Deadline”) for any reason; provided, however, that the right to terminate this Agreement under this Section shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Transaction to occur on or before such date and such action or failure to act constitutes a breach of this Agreement | |
| 3. | by either ADMG or a Member if a Governmental Entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, which order, decree, ruling or other action is final and non-appealable | |
| 4. | by any Member, upon a material breach of any representation, warranty, covenant or agreement on the part of ADMG set forth in this Agreement. |
Notice of Termination; Effect of Termination. Any termination of this Agreement will be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided above, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except (i) as set forth in this Section and Article VI (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of this Agreement.
Fees and Expenses. All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses whether or not the Transaction is consummated.
Amendment. This Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of each of ADMG and the Members.
Extension; Waiver. At any time prior to the Closing, any party hereto may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. Delay in exercising any right under this Agreement shall not constitute a waiver of such right.
Article VI
General Provisions
Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or sent via email (receipt confirmed) to the parties at the addresses indicated on the signature pages hereto, or such other address as a party may so designate in the future, in writing.
Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement. Unless otherwise indicated the words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
| Page 8 of 11 |
SHARE AND UNIT EXCHANGE AGREEMENT
BY AND BETWEEN
ADAMANT DRI PROCESSING AND MINERALS GROUP
AND
PARKS AMUSEMENTS LLC.
For purposes of this Agreement, the term “material adverse effect” when used in connection with an entity means any change, event, violation, inaccuracy, circumstance or effect, individually or when aggregated with other changes, events, violations, inaccuracies, circumstances or effects, that is materially adverse to the business, assets (including intangible assets), revenues, financial condition or results of operations of such entity, if any, taken as a whole, it being understood that neither of the following alone or in combination shall be deemed, in and of itself, to constitute a material adverse effect: (a) changes attributable to the public announcement or pendency of the transactions contemplated hereby, (b) changes in general national or regional economic conditions, or (c) changes affecting the industry generally in which PARKS or ADMG operate.
Counterparts Facsimile Execution. For purposes of this Agreement, a document (or signature page thereto) signed and transmitted by email (as a pdf attachment) is to be treated as an original document. The signature of any party thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document. At the request of any party, an email document (as a pdf attachment) is to be re-executed in original form by the parties who executed the email document (as a pdf attachment). No party may raise the use of email (as a pdf attachment) as a defense to the enforcement of the Agreement or any amendment or other document executed in compliance with this Section.
Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.
Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.
Survival. All representations, warranties, agreements and covenants contained in or made pursuant to this Agreement, or any Exhibit or Schedule hereto or thereto or any certificate delivered at the Closing, shall survive (and not be affected by) the Closing, but all claims made by virtue of such representations, warranties, agreements and covenants shall be made under, and subject to the limitations set forth in this Article VI.
Other Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.
| Page 9 of 11 |
SHARE AND UNIT EXCHANGE AGREEMENT
BY AND BETWEEN
ADAMANT DRI PROCESSING AND MINERALS GROUP
AND
PARKS AMUSEMENTS LLC.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.
Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Assignment. No party may assign either this Agreement or any of his, her or its rights, interests, or obligations hereunder without the prior written approval of the other parties. Subject to the first sentence of this Section, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. The (below) Schedule A to be considered as included in this Agreement.
| FOR: Adamant DRI Processing and Mineral Group | FOR: Parks Amusements LLC. | |||
| /s/ Larry L. Eastland, Ph.D. | /s/ Nicholas A. Parks | |||
| BY: | Larry L. Eastland, Ph.D. | BY: | Nicholas A. Parks | |
| ITS: | Director | ITS: | Managing Member | |
| DATE: | 1 July 2023 | DATE: | 1 July 2023 | |
| FOR: 5 Parts Investments, LLC, Member | FOR: Nicholas A Parks, Member | |||
| /s/Brant Bukowsky | /s/Nicholas A Parks | |||
| By: | Brant Bukowsky, Managing Member | |||
| 600,000 Membership Units | 6,400,000 Membership Units | |||
| DATE: | 1 July 2023 | DATE: | 1 July 2023 | |
| Page 10 of 11 |
SHARE AND UNIT EXCHANGE AGREEMENT
BY AND BETWEEN
ADAMANT DRI PROCESSING AND MINERALS GROUP
AND
PARKS AMUSEMENTS LLC.
Schedule A: ADMG Shares to be issued to Parks Members AND their assigns
70,000,000 Shares of ADMG Unregistered, Restricted Common stock in exchange for 7,000,000 Membership Units held by Nicholas A. Parks (6,400,000 Membership Units) and 5 Parts Investments LLC (600,000 Membership Units)
| Name of Shareholder | ADMG SHARES | |||
| Nicholas
A. Parks 6000 S. Sinclair Rd., Columbia MO 65203 | 31,525,000 | |||
| Brooke
Parks 6000 S. Sinclair Rd., Columbia MO 65203 | 31,525,000 | |||
| 5
Parts Investments LLC 6000 S. Sinclair Rd., Columbia MO 65203 | 3,950,000 | |||
Columbia Independent School 1801 N Stadium Blvd, Columbia, MO 65202 | 2,000,000 | |||
Mark Montgomery 6000 S. Sinclair Rd., Columbia MO 65203 | 1,000,000 | |||
| Page 11 of 11 |
Exhibit 10.2
GPS Agreement for Services
This AGREEMENT FOR SERVICES (the “Agreement”) is entered into as of the 1st Day of July, 2023 by and between Adamant DRI Processing and Minerals Group (“ADMG”) , a Nevada corporation; and, Global Public Strategies Inc. (“GPS”), an Idaho corporation.
WHEREAS, ADMG desires to engage GPS to provide certain Services and GPS desires to provide the Services to ADMG, upon the terms and subject to the conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto hereby agree as follows:
Engagement. ADMG hereby engages GPS for the following purposes:
| 1. | To serve as a strategic advisor to ADMG and its management for a period of five years, with a particular focus on: | |
| a. | The Public Company: Identifying and supporting the necessary reporting compliance for ADMG, including but not limited to, processing of the recent change in control, FINRA applications for the proposed change in name, State filings, regulatory and market compliance and management of service providers; | |
| b. | Organization: making introductions to support staff and consultants and managing those parties, as well as integrating them as necessary into ADMG; | |
| c. | Investment Bankers: developing the Company’s relationships with chosen investment bankers in the smaller reporting issuer PUBCO space through meetings, sharing corporate information as directed by management and organizing corporate data packages/presentations; | |
| d. | Government and Regulatory Issues: keeping the Company in compliance with the rules and regulations of agencies and providers; | |
| e. | Internal service providers: identifying and adding additional service providers in support of the public company requirements as may be necessary; and, | |
| f. | Investor Relations including presentations, market awareness support and related services. | |
| a. | Term. The Engagement shall commence on the date hereof and shall continue for five years. | |
| 2. | Compensation. In consideration for the Services to be provided hereunder, GPS shall receive, upon the execution of this Agreement: | |
| a. | 1,000,000 unregistered, restricted common shares of ADMG to be issued to Dr. Larry L. Eastland and/or his assigns; and, | |
| b. | to be paid in cash equivalent or as follows: | |
| i. | 1,000,000 options for common shares on the first anniversary of this Agreement at $0.10 per share; |
| Page 1 of 3 |
HQ: 99 East State Street, Suite 202 - Eagle, ID - 83616 - (310) 220-4280 OPS: P.O. Box 456 - Pacific Palisades, CA. - 90272 WeChat/WhatsApp/Telegram: larryeastland |
| ii. | 1,000,000 options for common shares on the second anniversary of this Agreement at $0.15 per share; | ||
| iii. | 1,000,000 options for common shares on the third anniversary of this Agreement at $0.20 per share; and, | ||
| iv. | 1,000,000 options for common shares on the fourth anniversary of this Agreement at $0.20 per share. | ||
| 3. | No Exclusivity. ADMG hereby acknowledges and agrees that nothing in this Agreement shall prohibit GPS from continuing to provide services similar to the Services provided hereunder to other companies or otherwise engage in GPS’s business activities. | ||
| 4. | Independent Contractor Status. It is understood and agreed that in the performance of the Services hereunder, GPS is acting as an independent contractor and not as an agent or employee of, or partner, joint venture or in any other relationship with ADMG. GPS acknowledges that no income, social security or other taxes will be withheld or accrued by ADMG on GPS’s behalf. Neither ADMG nor GPS has the authority to bind the other in any agreement without the prior written consent of the entity to be bound. | ||
| 5. | Confidentiality. Any non-public or proprietary information concerning ADMG and its business and operations and affiliates shall be maintained by GPS and shall not be disclosed without the prior written agreement of GPS to receive such Confidential Information (“Confidential Information”). | ||
| 6. | Publicity. No Party hereto shall disclose the terms of this Agreement to any person or entity without the prior written consent of the other Party hereto. | ||
| 7. | General Terms. | ||
| a. | Any notice to be given hereunder by one Party to the other Party hereto may be effectuated in writing by personal delivery, by mail, registered or certified, postage prepaid, with return receipt requested, or by electronic transmission and addressed to such Party at the address set forth on the signature page below. | ||
| b. | If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed modified to the extent necessary to make it valid or enforceable, or if it cannot be so modified, then severed, and the remainder of the Agreement shall continue in full force and effect. | ||
| c. | All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho, without regard to the principles of conflicts of law thereof. Each Party agrees that all legal proceedings concerning the interpretations and enforcement of this Agreement (whether brought against a Party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of Boise. Each Party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of Boise for the adjudication of any dispute hereunder or in connection herewith or with respect to the enforcement of this Agreement, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court. Each Party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. | ||
| Page 2 of 3 |
HQ: 99 East State Street, Suite 202 - Eagle, ID - 83616 - (310) 220-4280 OPS: P.O. Box 456 - Pacific Palisades, CA. - 90272 WeChat/WhatsApp/Telegram: larryeastland |
| d. | This Agreement embodies the entire understanding of the Parties hereto with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, arrangements or understandings with respect to the subject matter hereof, whether oral or written. | |
| e. | This Agreement may not be modified except in a writing signed by the Parties hereto. | |
| f. | No term of this Agreement may be waived, except in a writing signed by the Party hereto entitled to the benefit of such term. | |
| g. | Each Party hereto represents and agrees that such Party is authorized to enter into this Agreement and this Agreement constitutes a legal, valid and binding obligation of such Party, enforceable in accordance with its terms.This Agreement may not be assigned by any Party. | |
| h. | This Agreement may be executed in one or more counterparts each of which shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same Agreement. |
IN WITNESS WHEREOF, the Parties have executed this Proposal Agreement as of the day and year first above written.
| FOR: | FOR: | |||
| Adamant DRI Processing and Minerals Group | Global Public Strategies, Inc. | |||
| /s/ Nicholas A. Parks | /s/ Dr. Larry L. Eastland, Ph. D. | |||
| BY: | Nicholas A. Parks | BY: | Dr. Larry L. Eastland, Ph. D. | |
| Chairman & CEO | Managing Director | |||
| DATE: | 1 July 2023 | DATE: | 1 July 2023 |
| Page 3 of 3 |
HQ: 99 East State Street, Suite 202 - Eagle, ID - 83616 - (310) 220-4280 OPS: P.O. Box 456 - Pacific Palisades, CA. - 90272 WeChat/WhatsApp/Telegram: larryeastland |
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT
I, Nicholas A Parks, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Adamant DRI Processing and Minerals Group;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: August 21, 2023
| /s/ Nicholas A Parks | |
| Nicholas A Parks | |
| President (Principal Executive and Financial Officer) |
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of Adamant DRI Processing and Minerals Group, a Nevada corporation (the “Company”), on Form 10-Q for the period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), Dr. Larry L. Eastland, President and Chief Financial Officer of the Company, does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| Dated: August 21, 2023 | |
| /s/ Nicholas A Parks | |
| Nicholas A Parks, President | |
| (Principal Executive and Financial Officer) |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.