United States securities and exchange commission logo
July 23, 2021
Ethan Chuang
Chief Executive Officer
Adamant DRI Processing and Minerals Group
6305 Hilltop Court
Fort Lee, NJ 07024
Re: Adamant DRI
Processing and Minerals Group
Registration
Statement on Form 10-12G
Filed June 29, 2021
File No. 0-49729
Dear Mr. Chuang:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Form 10-12G filed on June 29, 2021
Business
Organizational History, page 1
1. We note your disclosure
that you are a "shell company" as defined in Rule 12b-2 of the
Exchange Act and that
you seek to merge with a private entity. Please expand your
disclosure, including
your risk factor disclosure, to disclose that you are a blank check
company and the
consequences of being a shell and blank check company, including
details regarding
compliance with Rule 419 in connection with any offering of your
securities, the
prohibition on the use of Form S-8 by shell companies, enhanced reporting
requirements imposed on
shell companies, and the conditions that must be satisfied before
restricted and control
securities may be resold in reliance on Rule 144.
Ethan Chuang
FirstName LastNameEthan Chuang
Adamant DRI Processing and Minerals Group
Comapany
July NameAdamant DRI Processing and Minerals Group
23, 2021
July 23,
Page 2 2021 Page 2
FirstName LastName
Risk Factors, page 4
2. We note your risk factor on page 7 regarding internal controls. Please
tell us whether Mr.
Chuang will be primarily responsible for preparing the financial
statements and evaluating
the effectiveness of your internal control over financial reporting.
Provide us with a
description of his knowledge of U.S. GAAP and SEC rules and
regulations and the
specific experience in preparing and/or auditing financial statements
prepared in
accordance with U.S. GAAP and evaluating effectiveness of internal
control over
financial reporting. In the event you do not have personnel with
sufficient experience in
U.S. GAAP and evaluating effectiveness of internal control over
financial reporting,
please revise to provide a risk factor documenting this as a material
weakness in
your internal control and discuss the ramifications.
Liquidity and Capital Resources, page 14
3. You disclose in Note 2 that your losses, working capital deficit, and
accumulated deficit
raise substantial doubt about your ability to continue as a going
concern. Please
incorporate this disclosure into your discussion of your liquidity and
capital resources, and
address how you intend to fund current operations for the foreseeable
future since you
have no assets and no revenues.
Security Ownership of Certain Beneficial Owners and Management, page 17
4. Please revise your security ownership table to disclose the natural
person or persons who
directly or indirectly exercise sole or shared voting or investment
control over the shares
held by China Concentric Capital Group Ltd. Refer to Item 403 of
Regulation S-K and
Exchange Act Rule 13d-3.
Market Price of and Dividends on the Registrant's Common Equity and Related
Stockholder
Matters, page 21
5. Please revise your filing to provide a range of high and low bid
information for your
common stock for each full quarterly period within the two most recent
fiscal years and
any subsequent interim period for which financial statements are
included. In this regard,
we note your disclosure that your common stock is quoted on the OTC
Pink Markets and
that an active trading market for your shares does not exist. Please
also revise to inform
investors that the OTC Pink includes warnings to "STOP" and describe
for investors the
basis for such warning. Refer to Item 201(a)(1)(iii) of Regulation
S-K.
General
6. Please note that your registration statement becomes effective
automatically 60 days after
its initial filing. You will then be subject to the reporting
requirements of the Exchange
Act of 1934, including the requirements to file Forms 10-K, 10-Q, and
8-K even if
comments remain open on the Form 10. If you do not wish to become
subject to these
Ethan Chuang
Adamant DRI Processing and Minerals Group
July 23, 2021
Page 3
reporting requirements before completion of our review, you may wish to
consider
withdrawing the Form 10 before it becomes effective automatically and
submitting a new
registration statement when you respond to our comments.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Robert Babula, Staff Accountant, at (202) 551-3339 or
Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding
comments on the
financial statements and related matters. Please contact Karina Dorin, Staff
Attorney, at (202)
551-3763 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any
other
questions.
Sincerely,
FirstName LastNameEthan Chuang
Division of Corporation
Finance
Comapany NameAdamant DRI Processing and Minerals Group
Office of Energy &
Transportation
July 23, 2021 Page 3
cc: Vincent J. McGill
FirstName LastName