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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Adamant DRI Processing and Minerals Group (CE) | USOTC:ADMG | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.112 | 0.00 | 01:00:00 |
Delaware
|
38-1740889
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of class
|
Name of each exchange on which registered
|
|
None
|
N/A
|
Large accelerated filer
o
|
Accelerated filer
o
|
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
x
|
Page No
|
||
PART I
|
||
ITEM 1
|
BUSINESS
|
1
|
ITEM 1A
|
RISK FACTORS
|
4
|
ITEM 2
|
PROPERTIES
|
9
|
ITEM 3
|
LEGAL PROCEEDINGS
|
9
|
ITEM 4
|
MINE SAFETY DISCLOSURES
|
9
|
PART II
|
||
ITEM 5
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
9
|
ITEM 6
|
SELECTED FINANCIAL DATA
|
10
|
ITEM 7
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
11
|
ITEM 7A
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
12
|
ITEM 8
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
12
|
ITEM 9
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
12
|
ITEM 9A
|
CONTROLS AND PROCEDURES
|
12
|
ITEM 9B
|
OTHER INFORMATION
|
15
|
PART III
|
||
ITEM 10
|
DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
15
|
ITEM 11
|
EXECUTIVE COMPENSATION
|
17
|
ITEM 12
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
17
|
ITEM 13
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
18
|
ITEM 14
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
18
|
PART IV
|
||
ITEM 15
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
19
|
SIGNATURES
|
21
|
ITEM 1
|
BUSINESS.
|
ITEM 1A
|
RISK FACTORS.
|
ITEM 2
|
PROPERTIES.
|
ITEM 3
|
LEGAL PROCEEDINGS.
|
ITEM 4.
|
MINE SAFETY DISCLOSURES.
|
ITEM 5
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
(c)
|
||||||
Number of securities
|
||||||
(a)
|
remaining available
|
|||||
Number of
|
(b)
|
for future issuance
|
||||
securities to be
|
Weighted-average
|
under equity
|
||||
issued upon
|
exercise price of
|
Compensation
|
||||
exercise of
|
outstanding options
|
plans (excluding
|
||||
outstanding
|
under equity
|
securities reflected in
|
||||
Plan Category
|
options
|
compensation plans
|
column (a))
|
|||
Equity compensation
|
||||||
plan approved by
|
||||||
security holders
|
None
|
--
|
None
|
|||
Equity compensation
|
||||||
plans not approved by
|
||||||
security holders
|
None
|
--
|
None
|
|||
Total
|
None
|
--
|
None
|
ITEM 6
|
SELECTED FINANCIAL DATA.
|
ITEM 7
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
ITEM 7A
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
ITEM 8
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
ITEM 9
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 9A
|
CONTROLS AND PROCEDURES.
|
•
|
We will create and refine a structure in which critical accounting policies and estimates are identified and, together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, we plan to enhance and test our month-end and year-end financial close process. We also intend to develop, implement and document policies and procedures for the financial close and reporting process, such as identifying the roles, responsibilities, methodologies, and review/approval process.
|
|
•
|
We will hire a Chief Financial Officer who will be sufficiently versed in public company accounting to implement appropriate procedures for timely and accurate disclosures.
|
ITEM 9B
|
OTHER INFORMATION.
None
|
ITEM 10
|
DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
Name
|
Age
|
Position
|
Omar Cunha
|
67
|
Chief Executive Officer, President and a Director
|
Lawrence Burstein
|
70
|
Secretary, Treasurer and a Director
|
Sidney Levy
|
59
|
Director
|
Vincent J. McGill
|
59
|
Director
|
ITEM 11
|
EXECUTIVE COMPENSATION.
|
ITEM 12
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
Name of Shareholder
|
||||||||
Our Directors and Executive Officers:
|
Amount and Nature of Beneficial Ownership
|
Percent
|
||||||
Omar Cunha
|
1,986,250
|
(1)
|
17.03
|
%
|
||||
Lawrence Burstein
|
1,986,249
|
(1)
|
17.03
|
%
|
||||
Sidney Levy
|
1,986,249
|
(1)
|
17.03
|
%
|
||||
Vincent J. McGill
|
0
|
-
|
||||||
All Directors and Executive Officers as a group
|
5,958,748
|
(2)
|
51.10
|
%
|
||||
Other Owners of More than 5% of Common Stock:
|
||||||||
Nissen Investments LLC.
|
1,986,249
|
(1)
|
17.03
|
%
|
||||
Peter van Voorst Vader
|
1,986,249
|
(1)
|
17.03
|
%
|
ITEM 13
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
Name of Purchaser
|
Number of Shares
|
Lawrence Burstein
|
1,620,770
|
Omar Cunha
|
1,620,769
|
Peter van Voorst Vader
|
1,620,769
|
Sidney Levy
|
1,620,769
|
Selmo Nissenbaum
|
1,620,769
|
ITEM 14
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
|
Fiscal year ended December 31,
|
||||||||
2013
|
2012
|
|||||||
Audit Fees
|
$
|
8,000
|
$
|
8,000
|
||||
Audit Related Fees
|
$
|
0
|
$
|
0
|
||||
Tax Fees
|
$
|
0
|
$
|
0
|
||||
All Other Fees
|
$
|
0
|
$
|
0
|
ITEM 15
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|
(a)
|
The following documents have been filed as a part of this Annual Report on Form 10-K.
|
1.
|
Financial Statements
Year Ended December 31, 2013 and 2012
|
Page
|
|
Reports of Independent Registered Public Accounting Firms
|
F-2
|
Balance Sheets
|
F-3
|
Statements of Operations
|
F-4
|
Statements of Stockholders' Deficit
|
F-5
|
Statements of Cash Flows
|
F-6
|
Notes to Financial Statements
|
F-7- F-8
|
2.
|
Financial Statement Schedules.
|
3.
|
Exhibits.
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
2.1
|
Agreement and Plan of Merger dated as of December 1, 2011(1)
|
|
2.2
|
Certificate of Merger filed with the Office of the Secretary of State of Delaware(1)
|
|
3.1
|
Certificate of Incorporation(1)
|
|
3.2
|
By-laws(1)
|
|
10.1
|
Subscription Agreement dated as of August 1, 2011 by and among the Company and Lawrence Burstein, Omar Cunha, Peter van Voorst Vader, Sidney Levy and Selmo Nissenbaum. (2)
|
|
10.2
|
Stock Purchase Agreement dated as of August 1, 2011 by and among DachrisLtd. and Lawrence Burstein, Omar Cunha, Peter van Voorst Vader, Sidney Levy and Selmo Nissenbaum.(2)
|
|
10.3
|
Subscription Agreement dated as of August 3, 2011 by and among the Company and Lawrence Burstein, Omar Cunha, Peter van Voorst Vader, Sidney Levy, Nissen Holdings & Co. Ltd. Shellie Schoppe and Wayne Brannan(1)
|
|
10.4
|
Option Agreement dated as of August 3, 2011 by and among Lawrence Burstein, Frontera Holdings Limited Partnership, Peter van Voorst Vader, Wit Services Global Inc., Nissen Holdings & Co. Ltd. and Wayne Brannan.(1)
|
|
10.5
|
Subscription Agreement dated as of February 15, 2012 by and among the Company, Lawrence Burstein, Omar Cunha, Peter van Voorst Vader, Sidney Levy and Nissen Holdings & Co.(1)
|
|
31.1
|
Certification of principal executive officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934.
|
|
31.2
|
Certification of principal financial officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934.
|
|
32.1
|
Certification of principal executive officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
|
32.2
|
Certification of principal financial officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|
101.INS*
|
XBRL Instance Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition
|
|
101.LAB*
|
XBRL Taxonomy Extension Label
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation
|
(1)
|
Incorporated by reference herein from the Registrant’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2011 filed March 19, 2012.
|
(2)
|
Incorporated by reference herein from the Registrant’s 2012Form 8-K filed August 18, 2011.
|
UHF Incorporated
|
|||
Date: March 17, 2013
|
By:
|
/s/ Omar Cunha
|
|
Omar Cunha
Chief Executive Officer and President
(principal executive officer)
|
|||
Date: March 17, 2013
|
By:
|
/s/ Lawrence Burstein
|
|
Lawrence Burstein
Treasurer
(principal financial and accounting officer)
|
|||
Signature
|
Title
|
|
/s/ Omar Cunha
|
Chief Executive Officer, President and a Director (principal executive officer)
|
|
Omar Cunha
|
/s/Lawrence Burstein
|
Secretary, Treasurer, and a Director (principal financial and accounting officer)
|
|
Lawrence Burstein
|
/s/ Sidney Levy
|
Director
|
|
Sidney Levy
|
||
/s/ Vincent J. McGill
|
Director
|
|
Vincent J. McGill
|
Page
|
|
Reports of Independent Registered Public Accounting Firms
|
F-2
|
Balance Sheets
|
F-3
|
Statements of Operations
|
F-4
|
Statements of Stockholders' Deficit
|
F-5
|
Statements of Cash Flows
|
F-6
|
Notes to Financial Statements
|
F-7- F-8
|
2013
|
2012
|
|||||||
ASSETS
|
||||||||
CASH
|
$
|
7,731
|
$
|
16,826
|
||||
ORGANIZATION COST
|
-
|
-
|
||||||
TOTAL ASSETS
|
$
|
7,731
|
$
|
16,826
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|||||||
ACCRUED EXPENSES
|
$
|
43,653
|
$
|
20,994
|
||||
Total liabilities
|
43,653
|
20,994
|
||||||
STOCKHOLDERS' DEFICIT
|
||||||||
C Preferred Stock, $.001 par value; 1,000,000 authorized shares; none issued and outstanding at December 31, 2013 and December 31, 2012.
|
--
|
--
|
||||||
Common Stock, $.001 par value; 50,000,000 authorized shares 11,662,104 issued and outstanding at December 31, 2013 and December 31, 2012
|
$
|
11,662
|
$
|
11,662
|
||||
ADDITIONAL PAID IN CAPITAL
|
86,838
|
86,838
|
||||||
RETAINED DEFICIT
|
(134,422
)
|
(102,668
|
)
|
|||||
Total stockholders' deficit
|
(35,922
|
)
|
(4,168
|
)
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$
|
7,731
|
$
|
16,826
|
2013
|
2012
|
|||||||
REVENUE
|
$
|
6
|
$
|
29
|
||||
OPERATING EXPENSES
|
31,760
|
34,196
|
||||||
NET LOSS
|
$
|
(31,754)
|
$
|
(34,167)
|
Common Stock
Shares
|
Common Stock
Amount
|
Additional Paid in
Capital
|
Retained
Deficit
|
Total
|
||||||||||||||||
Balance at December 31, 2011
|
10,007,886
|
$
|
10,008
|
$
|
53,492
|
$
|
(68,501
|
)
|
$
|
(5,001
|
)
|
|||||||||
Exercise of Stock Subscriptions
|
1,561,718
|
1,562
|
(1,562
|
)
|
-
|
-
|
||||||||||||||
Shares Issued
|
92,500
|
92
|
34,908
|
-
|
35,000
|
|||||||||||||||
Net Loss
|
(34,167
|
)
|
(34,167
|
)
|
||||||||||||||||
Balance at December 31, 2012
|
11,662,104
|
$
|
11,662
|
$
|
86,838
|
$
|
(102,668
|
)
|
$
|
(4,168)
|
||||||||||
Net Loss
|
(31,754
|
)
|
(31,754
|
)
|
||||||||||||||||
Balance at December 31, 2013
|
11,662,104
|
$
|
11,662
|
$
|
86,838
|
$
|
(134,422
|
)
|
$
|
(35,922
|
)
|
2013
|
2012
|
|||||||
Cash flows from operating activities:
|
||||||||
Net Loss
|
$
|
(31,754
|
)
|
$
|
(34,167
|
)
|
||
Change in operating assets and liabilities:
|
||||||||
Increase (Decrease) in:
|
||||||||
Accrued expenses
|
22,659
|
(8,507
|
)
|
|||||
Net cash used in operating activities
|
(9,095
|
)
|
(42,674
|
)
|
||||
Cash flow provided by (used in) investing activities:
|
||||||||
Net cash used in investing activities
|
-
|
--
|
||||||
Cash flow provided by financing activities:
|
||||||||
Proceeds from sale of Common Stock
|
- |
|
35,000
|
|||||
Net cash provided by financing activities
|
- |
|
35,000
|
|||||
Net decrease in cash
|
(9,095
|
)
|
(7,674)
|
|||||
Cash at beginning of year
|
16,826
|
|
24,500
|
|||||
Cash at end of year
|
$
|
7,731
|
$
|
16,826
|
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
4.
COMMITMENT AND CONTINGENCIES
|
5.
SUBSEQUENT EVENTS
|
1 Year Adamant DRI Processing a... (CE) Chart |
1 Month Adamant DRI Processing a... (CE) Chart |
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