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 a domicile merger effected on December 29, 2011.



We discontinued all of our remaining business 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.



During the next 12 months, we anticipate incurring costs to file Exchange Act
reports, and, if a suitable target company is found, costs to consummate
acquisition. We believe we will be able to meet these costs through amounts, as
necessary, to be loaned by or invested in us by our stockholders, management or
other investors. We have no specific plans, understandings or agreements with
respect to the raising of such funds, and we may seek to raise the required
capital by the issuance of equity or debt securities or by other means. Since we
have no such arrangements or plans currently in effect, our inability to raise
funds for the consummation of an acquisition may have a severe negative impact
on our ability to become a viable company.



Results of Operations

Comparison of the years ended December 31,2022 and 2021





                                     2022            2021           $ change        Percentage change
Revenue                           $         -     $         -     $          -                     n/a %
Cost of services provided                   -               -                -                     n/a %
Gross profit                                -               -                -                     n/a %
Operating expenses                     71,843          61,099           10,744                    17.6 %
Loss from operations                  (71,843 )       (61,099 )         10,744                    17.6 %
Total non-operating income, net             -             200              200                     100 %
Loss before income taxes              (71,843 )       (60,899 )         10,944                    18.0 %
Income tax expense                          -               -                -                       - %
Net loss                          $   (71,843 )   $   (60,899 )   $     10,944                    18.0 %




Operating Expenses



Operating expenses were $71,843 for the year ended December 31, 2022, compared
to $61,099 for the year ended December 31, 2021, an increase of $10,744 or
17.6%, primarily as a result of the increase of professional fees which related
to the SEC filings.



Net Loss

We had a net loss of $71,843 for the year ended December 31, 2022, compared to net loss of $60,899 for the year ended December 31, 2021.

Liquidity and Capital Resources





As of December 31, 2022, and December 31, 2021, cash and equivalents and
restricted cash were $0. At December 31, 2022 and 2021, we had a working capital
deficit of $37,175 and $66,099, respectively. The decrease in our working
capital deficit during the year ended December 31, 2022, reflects the fact that
during such period our former officer and director contributed outstanding loans
and newly incurred expenses up to the time of a change of control to paid in
capital.



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We have had to rely on loans from our director and third party to maintain our
operations since we disposed of our interest in Shenzhen Technology Company and
became a shell company in March 2019. We anticipate incurring a minimum of
$50,000 in expenses over the next twelve months and could incur more significant
expenses in connection with any proposed acquisition. In all likelihood we will
remain dependent upon the efforts of our sole director and officer, and his
willingness and that of our principal stockholders to provide the capital
necessary to continue our business and fund our cash needs until we generate
meaningful revenues. There can be no assurance that we will be able to raise the
funds necessary to fund our operations until such time as we complete a business
combination and we cannot assure you that we can identify a suitable business to
acquire or combine with. If we were to fail to raise the capital necessary to
maintain our operations our common stock would likely become worthless.



The following is a summary of cash provided by or used in each of the indicated
types of activities during the years ended December 31, 2022 and 2021,
respectively.



                                                            Years Ended
                                                           December 31,
                                                        2022          2021

Net cash provided by (used in) operating activities $ (78,908 ) $ (38,581 ) Net cash used in investing activities

                         -             -

Net cash (used in) provided by financing activities $ 78,908 $ 38,581

Net cash used in operating activities


Net cash used in operating activities was $78,908 compared to cash used of
$38,581 for the years ended December 31, 2022 and 2021, respectively. Net cash
used in operating activities in fiscal year 2022 includes our net loss of
$71,843 and an increase to prepaid expenses of $2,998 and a decrease in accrued
expenses of $4,066. Cash used in operating activities in fiscal year 2021
relates predominantly to our net loss of $60,899 offset by an increase to
accrued expenses of $22,318.

Net cash used in investing activities

Net cash used in investing activities was $0 for the years ended December 31, 2022 and 2021, respectively.

Net cash provided by financing activities





Net cash provided by financing activities was $78,908 and $38,581 for the years
ended December 31, 2022 and 2021, respectively. The net cash provided by
financing activities in the year ended December 31, 2022 reflects advances from
the former officer of $57,187 and loans of $21,721 from a third party. The net
cash provided by financing activities in the year ended December 31, 2021 were
advances from the former officer for paying expenses of the Company.

Off-Balance Sheet Arrangements





We have not entered into any financial guarantees or other commitments to
guarantee the obligations of any third parties. We have not entered into any
derivative contracts that are indexed to our shares and classified as
shareholder's equity or that are not reflected in our consolidated financial
statements. Furthermore, we do not have any retained or contingent interest in
assets transferred to an unconsolidated entity that serves as credit, liquidity
or market risk support to such entity. We do not have any variable interest in
any unconsolidated entity that provides financing, liquidity, market risk or
credit support to us or engages in leasing, hedging or research and development
services with us.

Critical Accounting Policies and Estimates





Our management's discussion and analysis of our financial condition and results
of operations is based on our consolidated financial statements, which were
prepared in accordance with US GAAP. While our significant accounting policies
are more fully described in Note 2 to our consolidated financial statements, we
believe the following accounting policies are the most critical to aid you in
fully understanding and evaluating this management discussion and analysis.




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Going Concern




Our financial statements have been prepared assuming that we will continue as a
going concern. We incurred losses of $71,843 and $60,890 for the years ended
December 31, 2022 and 2021, respectively. As of December 31, 2022, we had a
working capital deficit of $37,174, and an accumulated deficit of $9,551,043.
These factors raise substantial doubt about our ability to continue as a going
concern. Our capital requirements will depend on many factors including whether
we can identify a target for acquisition. In all likelihood we will remain
dependent upon the efforts of our sole director and officer, and his willingness
and that of our principal stockholders to provide the capital necessary to
continue our business and fund our cash needs until we generate meaningful
revenues. There can be no assurance that we will be able to raise the funds
necessary to fund our operations until such time as we complete a business
combination. Our financial statements do not include any adjustments relating to
the recoverability and classification of recorded assets, or the amounts and
classifications of liabilities that might be necessary should the Company be
unable to continue as a going concern.



Basis of Presentations

Our financial statements are prepared in accordance with US GAAP and the requirements of Regulation S-X promulgated by the Securities and Exchange Commission ("SEC").





Use of Estimates



In preparing financial statements in conformity with US GAAP, management makes
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the dates of
the financial statements, as well as the reported amounts of revenues and
expenses during the reporting period. Significant estimates, required by
management, include the recoverability of long-lived assets, allowance for
doubtful accounts, and the reserve for obsolete and slow-moving inventories.
Actual results could differ from those estimates.



Revenue Recognition



The Company follows Accounting Standards Update ("ASU") 2014-09 (and related
amendments subsequently issued in 2016), Revenue from Contracts with Customers
(ASC 606).



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.

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.



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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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