Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2023

Adamant DRI Processing and Minerals Group

(Exact name of registrant as specified in its charter)

Nevada

000-49729

61-1745150

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4 S 9th Street, Suite 201,

Columbia, Missouri

65201

(Address of principal executive offices)

(Zip Code)

+1 573-818-4750

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 13(a) of the Exchange Act. ☐

Item 4.01 Changes in Registrant’s Certifying Accountant.

On November 14, 2023, Adamant DRI Processing and Minerals Group, (the “Company”) dismissed Keith Zhen, CPA (“Zhen”) as its Independent Registered Public Accountancy firm.

On November 14, 2023, the Company engaged and executed an agreement with GBQ Partners LLC (“GBQ”), as the Company’s new independent accountant to replace Zhen.

The reports of Zhen regarding the Company’s financial statements for the fiscal years ended December 31, 2022 and 2021, being the two most recent fiscal years for which the Company has filed audited financial statements with the Securities and Exchange Commission (the “SEC”), did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.

The board of directors of the Company, acting as the audit committee, approved the decision to change independent accountants.

During the fiscal years ended December 31, 2022 and 2021, and through November 14, 2023, the Company had no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Zhen on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Zhen would have caused Zhen to make reference thereto in connection with its report. There were no reportable events of the types described in Item 304(a)(1)(v) of Regulation S-K.

The Company requested Zhen to furnish it with a letter addressed to the SEC stating whether or not Zhen agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated November 17, 2023, is filed as Exhibit 16.1 to this current report on Form 8-K.

During the Company’s fiscal years ended December 31, 2022 and 2021, and through November 14, 2023, neither the Company nor anyone on the Company’s behalf consulted with GBQ regarding any of the following:

(i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that GBQ concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or

(ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No		Description
16.1*		Letter from Keith Zhen, CPA

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith

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 hereunto duly authorized.

	Adamant DRI Processing and Minerals Group

	By:	/s/ Nicholas A. Parks
	Name:	Nicholas A. Parks
	Title:	Chief Executive Officer

Date: November 17, 2023

Exhibit 16.1

November 17, 2023

U.S. Securities and Exchange Commission

Office of the Chief Accountant

100 F Street, NE

Washington, D.C. 20549

Re: Adamant DRI Processing and Minerals Group

Ladies and Gentlemen:

We have read the statements in the Form 8-K, dated November 14, 2023 of Adamant DRI Processing and Minerals Group (the “Registrant”) and we agree with such statements therein as related to our firm. We have no basis to and, therefore, do not agree or disagree with the other statements made by the Registrant in the Form 8-K.

Very truly yours,

/s/ Keith K Zhen CPA
Brooklyn, New York

Cover	Nov. 14, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 14, 2023
Entity File Number	000-49729
Entity Registrant Name	Adamant DRI Processing and Minerals Group
Entity Central Index Key	0001171008
Entity Tax Identification Number	61-1745150
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	4 S 9th Street
Entity Address, Address Line Two	Suite 201
Entity Address, City or Town	Columbia
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	65201
City Area Code	573
Local Phone Number	818-4750
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false