UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended |
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||
| For the transition period from | to | |||
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| (Exact name of registrant as specified in its charter) |
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| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
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| (Registrant’s telephone number, including area code) |
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| (Former name, former address and former fiscal year, if changed since last report) |
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.
| x |
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¨ | No |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
| x |
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¨ | No |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ | |
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Smaller reporting company
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Emerging growth company
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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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
| ¨ | Yes | x |
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
| ¨ | Yes | ¨ | No |
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
common shares issued and outstanding as of November 14, 2025
ZHEN DING RESOURCES INC.
FORM 10-Q
TABLE OF CONTENTS
Contents
| PART I - FINANCIAL INFORMATION | 3 | |
| Item 1. | Unaudited Condensed Consolidated Financial Statements | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 15 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 22 |
| Item 4. | Controls and Procedures | 22 |
| PART II - OTHER INFORMATION | 23 | |
| Item 1. | Legal Proceedings | 23 |
| Item 1A. | Risk Factors | 23 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 23 |
| Item 3. | Defaults Upon Senior Securities | 23 |
| Item 4. | Mine Safety Disclosures | 23 |
| Item 5. | Other Information | 23 |
| Item 6. | Exhibits | 23 |
| SIGNATURES | 25 | |
PART I - FINANCIAL INFORMATION
| Item 1. | Unaudited Condensed Financial Statements |
Our unaudited condensed interim financial statements for the nine month period ended September 30, 2025 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with Generally Accepted Accounting Principles in the United States.
| 3 |
Zhen Ding Resources Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(In US Dollars, except for number of shares)
As of September 30, 2025 and December 31, 2024
| September 30, | December 31, | |||||||
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2025 |
2024 |
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| Assets | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ |
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$ |
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| Other receivables |
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| Total current assets | $ |
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$ |
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| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ |
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$ |
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| Accounts payable and accrued liabilities-related parties |
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| Deferred revenue |
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| Due to related parties |
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| Short-term debt |
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| Total current liabilities |
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| Commitments and Contingencies | ||||||||
| Stockholders’ deficit | ||||||||
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Common stock,
authorized, $
par
value, shares issued and outstanding |
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| Additional paid-in capital |
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| Subscriptions receivable |
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| Accumulated other comprehensive income |
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| Accumulated deficit |
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| Total deficit attributable to Zhen Ding Resources Inc. |
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| Non-controlling interests |
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| Total Stockholders’ deficit |
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| Total liabilities and Stockholders’ deficit | $ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
Zhen Ding Resources Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
For the three and nine months ended September 30, 2025 and 2024
(Unaudited)
| Three months ended | Nine months ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Operating expenses: | ||||||||||||||||
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| Total operating expenses |
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| Operating loss |
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| Other expenses | ||||||||||||||||
| Gain on extinguishment of debt |
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| Interest expenses |
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| Total other expenses |
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| Net Income/(Loss) |
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| Net Income/(Loss) attributable to non-controlling interests |
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Net Income/(Loss) attributable to Zhen Ding
Resources Inc. |
$ |
(
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) | $ |
(
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$ |
(
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| Basic and diluted loss per common share | $ | ) | $ | ) | $ | $ | ) | |||||||||
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Basic and diluted weighted average number
of common shares outstanding |
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| Comprehensive loss: | ||||||||||||||||
| Net Income/(Loss) | $ |
(
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) | $ |
(
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$ |
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| Other comprehensive income (loss): | ||||||||||||||||
| Foreign currency translation adjustments |
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| Total comprehensive income (loss) |
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Comprehensive income (loss) attributable to non-
controlling interest |
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Comprehensive income (loss) attributable to Zhen
Ding Resources Inc. |
$ |
(
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(
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$ |
(
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
Zhen Ding Resources Inc.
Condensed Consolidated Statements of Cash Flows
(In US Dollars)
For the nine months ended September 30, 2025 and 2024
(Unaudited)
| September 30, | September 30, | |||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net Income/(Loss) | $ |
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$ |
(
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| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
| Gain on extinguishment of debt |
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Changes on Operating Assets and Liabilities |
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| Other receivables |
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| Accounts payable and accrued liabilities |
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| Accounts payable and accrued liabilities-related parties |
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| Net cash provided by (used in) operating activities |
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| Cash flows from financing activities | ||||||||
| Payments on notes payable – related parties |
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| Proceeds from borrowings on short-term debt – related parties |
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| Net cash (used in)provided by financing activities |
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| Foreign currency translation |
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| Net change in cash |
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| Cash and cash equivalents - beginning of the period |
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| Cash and cash equivalents - end of the period | $ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
Zhen Ding Resources Inc.
Consolidated Statement of Stockholders’ Deficit
For the nine months ended September 30, 2025 and 2024
(Unaudited)
| Common Stock |
Additional Paid
in |
Subscriptions |
Accumulated
Other Comprehensive |
Accumulated |
Non-
controlling |
Total
Stockholders' |
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| Shares | Par | Capital | Receivable | Income | Deficit | Interest | Deficit | |||||||||||||||||||||||||
| Balances, December 31, 2024 |
|
$ |
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$ |
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$ |
(
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) | $ |
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$ |
(
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) | $ |
(
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(
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| Foreign currency translation adjustment | - |
(
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| Net loss | - |
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| Balances, September 30, 2025 |
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$ |
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$ |
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$ |
(
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$ |
(
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) | $ |
(
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(
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| Common Stock |
Additional Paid
in |
Subscriptions |
Accumulated
Other Comprehensive |
Accumulated |
Non-
controlling |
Total
Stockholders' |
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| Shares | Par | Capital | Receivable | Income | Deficit | Interest | Deficit | |||||||||||||||||||||||||
| Balances, December 31, 2023 |
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$ |
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$ |
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$ |
(
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) | $ |
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$ |
(
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) | $ |
(
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(
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| Foreign currency translation adjustment | - |
(
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| Net loss | - |
(
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| Balances, September 30, 2024 |
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$ |
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$ |
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$ |
(
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) | $ |
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$ |
(
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) | $ |
(
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(
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
Zhen Ding Resources Inc.
Consolidated Statement of Stockholders’ Deficit
For the three months ended September 30, 2025 and 2024
(Unaudited)
| Common Stock |
Additional Paid
in |
Subscriptions |
Accumulated
Other Comprehensive |
Accumulated |
Non-
controlling |
Total
Stockholders' |
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| Shares | Par | Capital | Receivable | Income | Deficit | Interest | Deficit | |||||||||||||||||||||||||
| Balances, June 30, 2025 |
|
$ |
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$ |
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$ |
(
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) | $ |
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$ |
(
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) | $ |
(
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(
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| Foreign currency translation adjustment | - |
(
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| Net loss | - |
(
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| Balances, September 30, 2025 |
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$ |
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$ |
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$ |
(
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) | $ |
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$ |
(
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) | $ |
(
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(
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| Common Stock |
Additional Paid
in |
Subscriptions |
Accumulated
Other Comprehensive |
Accumulated |
Non-
controlling |
Total
Stockholders' |
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| Shares | Par | Capital | Receivable | Income | Deficit | Interest | Deficit | |||||||||||||||||||||||||
| Balances, June 30, 2024 |
|
$ |
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$ |
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$ |
(
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) | $ |
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$ |
(
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) | $ |
(
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) | $ |
(
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| Foreign currency translation adjustment | - |
(
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(
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(
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| Net loss | - |
(
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(
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(
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| Balances, September 30, 2024 |
|
$ |
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$ |
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$ |
(
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) | $ |
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$ |
(
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) | $ |
(
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) | $ |
(
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 8 |
Zhen Ding Resources Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Note 1. Description of Business
Zhen Ding Resources Inc. (formerly Robotech Inc.) (the “Company”, “Zhen Ding DE”, or “ZDRI”) was incorporated in the State of Delaware in September 1996 and began its business activities in the development and marketing of specialized technological equipment. In early 2010, the business direction of our Company was changed to seek opportunities to focus particularly on searching for companies engaged in the mining of gold, silver and copper.
The Company indirectly owns
Our Company, through Z&W CA, participates
in a joint venture with Jing Xian Xinzhou Gold Co., Ltd. (“Xinzhou Gold”), a company organized under the laws of the People’s
Republic of China (“PRC”). The joint venture company, JXZD, is 70% held by our Company through Z&W CA who has the mineral
exploration, mineral mining and gold mining rights to a property located in the southwestern part of Anhui province in China, near the
town of Jing Xian. Xinzhou Gold, the other
In 2017, the Company shut down its mineral processing plant in China due to insufficient working capital. The Company had limited operations and plans to resume selling processed ore concentrate as soon as possible to provide Zhen Ding JV the cash flow needed to keep its plant operating and to maintain a viable work force for future expansion.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the Company has included all adjustments considered necessary for a fair presentation and such adjustments are of a normal recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements for the year ended December 31, 2024 and notes thereto. The results of operations for the nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the full fiscal year ended December 31, 2024.
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, which is responsible for the integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) in all material respects and have been consistently applied in preparing the accompanying financial statements.
Principles of Consolidation
The unaudited consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries Z&W CA and its majority owned subsidiary JXZD. All inter-company transactions and balances were eliminated. The portion of the income applicable to non-controlling interests in subsidiary undertakings is reflected in the consolidated statements of operations.
Use of Estimates and Assumptions
The Company prepares its financial statements in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
| 9 |
Foreign Currency Adjustments
Assets and liabilities recorded in foreign currencies
are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing
during the year. Any translation adjustments are reflected as a separate component of stockholders’ equity (deficit) and have no
effect on current earnings. Gains and losses resulting from foreign currency transactions are included in current results of operations.
During the periods ended September 30, 2025 and 2024, the Company had aggregate foreign currency translation gains (loss) of
($
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Income Taxes
An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carry forwards. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. The Company has tax losses that may be applied against future taxable income. The potential tax benefit arising from these loss carryforwards are offset by a valuation allowance due to uncertainty of profitable operations in the future.
The Company follows the FASB guidance for how uncertain tax positions should be recognized, measured and presented in the financial statements. This requires the evaluation of tax positions taken or expected be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained “when challenged” or “when examined” by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense and liability in the current year. Management has evaluated the Company’s tax positions and concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance as of September 30, 2025. The Company is not currently under audit by any tax jurisdiction.
Stock-Based Compensation
We account for stock-based compensation under the fair value method which requires all such compensation to employees, including the grant of employee stock options, to be calculated based on its fair value at the measurement date (generally the grant date), and recognized in the consolidated statement of operations over the requisite service period.
Fair Values of Financial Instruments
Management believes that the carrying amounts of the Company’s financial instruments, consisting primarily of cash, other receivable, due to related parties, short term debt and short term debt – related parties, approximated their fair values as of September 30, 2025 and December 31, 2024, due to their short-term nature.
Non-controlling Interests
Non-controlling interests in the Company’s subsidiaries are reported as a component of equity, separate from the parent’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the minority interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For all periods presented, there were no potentially dilutive securities outstanding.
Recently Issued Accounting Pronouncements
On December 14, 2023, the FASB issued a final standard on improvements to income tax disclosures. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. ASU 2023-09, Improvements to Income Tax Disclosures, applies to all entities subject to income taxes. For public business entities (PBEs), the new requirements will be effective for annual periods beginning after December 15, 2024. For entities other than public business entities (non-PBEs), the requirements will be effective for annual periods beginning after December 15, 2025. The Company is currently evaluating the potential impact of adopting this new guidance.
| 10 |
In November 2023, the FASB issued Accounting Standard Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), intended to improve reportable segments disclosure requirements primarily through enhanced disclosures about significant segment expenses.
ASU 2023-07 includes a requirement to disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, the title and position of the CODM, an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources, and all segments' profit or loss and assets disclosures. ASU 2023-07 is effective for all public companies for fiscal years beginning after December 15, 2023, and interim periods for the interim period beginning on January 1, 2025. Adoption of ASU 2023-07 did not have a material impact on the Company's financial statement.
Note 3. Going Concern
These financial statements
have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations
for the next twelve months. As of September 30, 2025, the Company had accumulated losses of $
Note 4 Segment Information
The Company is engaged as a mineral processing plant in China. The Company has identified the Chief Executive Officer of the Company as the CODM, who uses revenues and expenses to evaluate the business, predominantly in the cash forecasting process, to make resource allocation decisions at the entity level. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. As a result, no disaggregated segment information is presented. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.
Note 5. Short-Term Debt
The following table represents the details of the short-term debts at September 30, 2025 and December 31, 2024:
| Issuance date | Maturity | Interest Rate | 09.30.2025 | 12.31.2024 | ||||||||||
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According to the loan agreements, there is not any additional interest and penalty for the loans passing maturity date.
During the nine months ended September 30,
2025 and 2024, the Company recorded interest expense and accrued interest of $
| 11 |
Note 6. Related Party Transactions
Accounts payable
As of September 30, 2025 and December 31,
2024, the Company had payables of $
Short-term debt
As of September 30, 2025 and December 31, 2024, the Company had
short-term debts to related parties of $
At September 30, 2025:
| Name | Relationship to the Company | Amount | Interest Rate | Start Date | Maturity | |||||||
| Shor-term debt | ||||||||||||
| Wei De Gang |
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$ |
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| Zhao Yan Ling |
wife of Zhou Zhi Bin |
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| Zhou Zhi Bin |
JXZD |
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| Tang Yong Hong |
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| Yan Chun Yan |
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| Victor Sun |
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On Demand | |||||||
| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Current portion of long-term debt | ||||||||||||
| Zhou Qiang |
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| Total | $ |
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| 12 |
At December 31, 2024:
| Name | Relationship to the Company | Amount | Interest Rate | Start Date | Maturity | |||||||
| Shor-term debt | ||||||||||||
| Wei De Gang |
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$ |
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| Zhao Yan Ling |
wife of Zhou Zhi Bin |
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| Zhou Zhi Bin |
JXZD |
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| Tang Yong Hong |
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| Yan Chun Yan |
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| Victor Sun |
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- |
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On Demand | |||||||
| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Victor Sun |
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| Current portion of long-term debt | ||||||||||||
| Zhou Qiang |
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| Total | $ |
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As of September 30, 2025 and December 31, 2024, the Company had
accrued interest payable to the related parties of $
Note 7. Accounts Payable and Accrued Liabilities
As of September 30, 2025 and December 31, 2024, the Company had accounts
payable of $
Note 8. Deferred Revenues
As of September 30, 2025 and December 31, 2024, the Company had
deferred revenue of $
Note 9. Contingencies
Concentration of Credit Risk
Substantially all of the Company’s bank accounts are in banks located in The People’s Republic of China and are not covered by protection similar to that provided by the FDIC on funds held in United States banks.
| 13 |
Note 10. Revision
Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings (loss) or and financial position.
Note 11. Subsequent Events
The Company does not have any events subsequent to September 30, 2025 through November 14, 2025 the date the financial statements were issued for disclosure consideration.
| 14 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
FORWARD LOOKING STATEMENTS
We are engaged in seeking business partnership opportunities with companies that are in the field of exploration and extraction of precious and/or base metals, primarily in China, which are in need of funding and improved management. We would provide the necessary management expertise and assist in financing efforts of these mining operations. In exchange, we would acquire metal ores produced by these mines and process the ores in our ore milling plant and sell the ore concentrates to metal refineries. Our only operating company is Zhen Ding JV, which has engaged in the processing of metal ore and the selling of ore concentrates of gold, silver, lead, zinc and copper at purity levels ranging from 65% to 80%. Zhen Ding JV purchased metal ore in rock form from its joint venture partner, which holds rights to explore and mine ore from a property located in the southwestern part of Anhui province in China.
Corporate Background
Our principal office is located at 99 Ave De La Moselle, Saint-Lambert, Quebec, Canada, J4S 1W9. Our operational offices are located at: Zhen Ding Mining Co. Ltd., Wuxi County, Town of Langqiao, Jing Xian, Anhui Province, China, Tel: 86-6270-9018.
We were incorporated in September 1996 as Robotech Inc. and began our business in the development and marketing of specialized technological equipment. By 2003 we had not reached our financing goals and therefore abandoned our former business plan.
In January 2012, our Board of Directors, following the approval of a majority of our shareholders, made an offer to the shareholders of Zhen Ding Resources Inc., a Nevada corporation (“Zhen Ding NV”), to acquire, at the very least, the majority of their common shares, and, if available, up to 100% ownership.
Zhen Ding NV through its wholly owned subsidiary, Z&W Zhen Ding Corporation, a California corporation (“Zhen Ding CA”), has been engaged in a joint venture with Jing Xian Xinzhou Gold Co., Ltd. (“Xinzhou Gold”), a company organized under the laws of the People’s Republic of China (“PRC”). The joint venture company, Zhen Ding Mining Co. Ltd. (“Zhen Ding JV”) is 70% held by Zhen Ding NV through Zhen Ding CA. It is a common practice in China to append the name of the town or city where an enterprise is located to its legally incorporated name. Therefore many documents referencing Zhen Ding JV may refer to it as Jing Xian Zhen Ding Mining Co. Ltd. Zhen Ding JV engages in the processing of metal ore and the selling of ore concentrates of gold, silver, lead, zinc and copper at purity levels ranging from 65% to 80%. Zhen Ding JV purchases metal ore in rock from the Wuxi Gold Mine, formerly operated by Xinzhou Gold.
On March 8, 2012, we changed our name from Robotech, Inc. to Zhen Ding Resources Inc., in anticipation of the acquisition of Zhen Ding NV. Our trading symbol, RBTK, however remained unchanged.
During 2012, a total of 50,746,358 shares of the issued and outstanding common stock of Zhen Ding NV were tendered to our company. On August 13, 2013, an additional 13,100,000 shares were tendered to us. Therefore, as of August 13, 2013 the shareholders of Zhen Ding NV had tendered 100% of the issued and outstanding shares of common stock, representing 100% of the issued and outstanding equity of Zhen Ding NV to us.
On October 23, 2013, we issued 122,440 shares of our common stock, on a one-for-one basis, to the tendering shareholders of Zhen Ding NV making Zhen Ding NV a wholly owned subsidiary of our company.
On October 28, 2013, we dissolved Zhen Ding NV by merging it with and into Zhen Ding DE. As a result, Zhen Ding CA became a wholly-owned subsidiary of Zhen Ding DE. Zhen Ding CA continues to exist as an intermediate holding company with no operations of its own, but which in turn owns our 70% interest in Zhen Ding JV.
| 15 |
The following illustrates our corporate and share ownership structure:
| 16 |
Our Current Business
Background
Our Current Business
Background
On December 18, 2024, the Anhui Province Jing County People's Court approved the bankruptcy of our joint venture partner, Xinzhou Gold. On January 23, 2025, per the bankruptcy agreement, Zhen Ding received RMB 963,654.22 from Xinzhou Gold in payment of ordinary debts. Zhen Ding was not aware of the bankruptcy until the payment was received in January 2025.
On February 28, 2025, Xinzhou Gold transferred its 30% share of our joint venture to Mr. Wei De Gang who is the principal and controlling shareholder of Xinzhou Gold. We are advised that the former business of Xinzhou Gold, as it relates to our joint venture, continues under the ownership of Mr. Wei De Gang, and the operation of our joint venture now continues under his 30% ownership. Therefore, the bankruptcy of our joint venture partner and subsequent transfer of shares in our joint venture did not result in the dissolution of our joint venture, or in a change of its control. All references to "Xinzhou Gold" contained in this report, as they pertain to any period after February 28, 2025, refer to the business of Xinzhou Gold operated and owned by Mr. Wei De Gang, not to Jing Xian Xinzhou Gold Co., Ltd.
Presently, we conduct our operations exclusively through Zhen Ding JV, our joint venture company. However, we continue to look for other attractive potential acquisition targets in the mining industry.
| 17 |
Our joint venture, Zhen Ding JV, is equipped to process ore mined by our joint venture partner at the Wuxi Gold Mine, when in operation. Zhen Ding JV purchases the ore in rock form and processes the ore into our final product, which is a gold, silver, lead, zinc and copper ore concentrate. We estimate that our processed product is 65% to 80% pure. The product is then sold to refineries which further purify and separate the concentrate. Zhen Ding JV also arranges all exploration, mining process and operations, and financial and administrative support for the Wuxi Gold Mine.
We purchase all of our raw material from the Wuxi Gold Mine for our ore processing operation and have relied solely on the Wuxi Gold Mine for our supply of ores. The veins most recently excavated by Xinzhou Gold in the permitted areas of the Wuxi Gold Mine are very low grade and, as such, the production is minimal. The higher yielding and therefore more profitable veins run outside the currently permitted mining area boundaries of the mine. Xinzhou Gold applied for an extension of the permitted mining area, however, the application was rejected by the government in December 2016 due to Xinzhou Gold’s insufficient working capital. Xinzhou Gold intends to reapply for an extension of the permitted mining area when it is able to demonstrate sufficient working capital to drill the extended area. However, if sufficient working capital is unavailable, or should the application be denied on other grounds, we would not be able to secure another source with higher grade ores for our processing plant, which would severely limit our ability to execute our plan of operation and our potential profitability.
At the beginning of fiscal 2015, we idled our mineral processing plant due to an overall downturn in demand and market prices for our concentrates. This downturn coincided with an overall economic recession in China and downturn in the global commodities market during fiscal 2015 through 2016.
Recent Activities
On December 18, 2024, the Anhui Province Jing County People's Court approved the bankruptcy of our joint venture partner, Xinzhou Gold. The bankruptcy resulted from Xinzhou Gold’s inability to repay expenses incurred by the Environmental Management Bureau of Anhui Province to rectify groundwater pollution emanating from the Wuxi Gold Mine. On January 23, 2025, per the bankruptcy agreement, Zhen Ding received RMB 963,654.22 from Xinzhou Gold in payment of ordinary debts. Zhen Ding was not aware of the bankruptcy until the payment was received in January 2025.
On February 28, 2025, Xinzhou Gold transferred its 30% share of our joint venture to Mr. Wei De Gang who is the principal and controlling shareholder of Xinzhou Gold. We are advised that the former business of Xinzhou Gold, as it relates to our joint venture, continues under the ownership of Mr. Wei De Gang, and the operation of our joint venture now continues under his 30% ownership. Therefore, the bankruptcy of our joint venture partner and subsequent transfer of shares in our joint venture did not result in the dissolution of our joint venture, or in a change of its control. All references to "Xinzhou Gold" contained in this report, as they pertain to any period after February 28, 2025, refer to the business of Xinzhou Gold operated and owned by Mr. Wei De Gang, not to Jing Xian Xinzhou Gold Co., Ltd.
More recently, our joint venture is in preliminary discussions to cooperate with Xinan Environmental Protection (XEP), a state-owned enterprise, to develop a waste-to-energy power generation operation using the Wuxi Gold Mine Lands and infrastructure. However, the proposed collaboration is subject to obtaining satisfactory results from a feasibility study (which has been commissioned by XEP), the negotiation of satisfactory financial and other terms, and government approval.
Summary of Operations during the Nine Months Ended September 30, 2025
Results of Operations
Three Months Ended September 30, 2025 compared to the Three Months Ended September 30, 2024
We did not earn any revenues in the three months ended September 30, 2025 or September 30, 2024. Our lack of revenue was due to the continued idling of our mineral processing operations and our inability to secure a renewed permit or financing to resume our mining activities .
We had a net loss of $162,828 from operations for the three month period ended September 30, 2025 compared to net loss of $171,120 from operations for the three month period ended September 30, 2024. The reduction in loss resulted from a modest decrease in general and administrative expenses and interest expenses, and a nominal gain on the extinguishment of debt during the most recent period.
| 18 |
The following table summarizes key items of comparison and their related increase (decrease) for the three month periods ended September 30, 2025 and 2024:
|
Three Months
Ended September 30, 2025 |
Three Months
Ended September 30, 2024 |
Percentage Increase
Three Month Period
|
||||||||||
| General and administrative | $ | 41,038 | $ | 44,897 | (8.6 | )% | ||||||
| Gain on extinguishment of debt | (2,527 | ) | - | - | ||||||||
| Interest expenses | 124,317 | 126,223 | (1.5 | )% | ||||||||
| Net Income (Loss) | $ | (162,828 | ) | $ | (171,120 | ) | (4.8 | )% | ||||
Nine Months Ended September 30, 2025 compared to the Nine Months Ended September, 2024
We did not earn any revenues in the nine months ended September 30, 2025 or September 30, 2024. Our lack of revenue was due to the continued idling of our mineral processing operations and our inability to secure a renewed permit or financing to resume our mining activities.
| 19 |
We had net income of $429,117 for the nine month period ended September 30, 2025, compared to our net loss of $460,935 for the nine month period ended September 30, 2024. The reduction in loss resulted primarily from an $876,857 gain on the extinguishment of debt previously owed to related parties during the most recent period.
The following table summarizes key items of comparison and their related increase (decrease) for the nine month periods ended September 30, 2025 and 2024:
|
Nine Months
Ended September 30, 2025 |
Nine Months
Ended September 30, 2024 |
Percentage Increase
September 30, 2025 |
||||||||||
| General and administrative | $ | 76,499 | $ | 86,182 | (11.2 | )% | ||||||
| Gain on the extinguishment of debt | (876,857 | ) | - | - | ||||||||
| Interest expenses | 371,241 | 374,753 | (0.9 | )% | ||||||||
| Net Income (Loss) | $ | 429,117 | $ | (460,935 | ) | (6.9 | )% | |||||
Liquidity and Capital Resources
Our balance sheet as of September 30, 2025 reflects current assets of $28,896 and a working capital deficit of $10,755,029. Our current assets consisted entirely of cash. We have insufficient working capital to carry out our stated plan of operation for the next twelve months.
Working Capital
|
At
September 30, 2025 |
At
December 31, 2024 |
|||||||
| Current assets | $ | 28,896 | $ | 1,977 | ||||
| Current liabilities | 10,783,925 | 10,929,840 | ||||||
| Working capital (deficit) | $ | (10,755,029 | ) | $ | (10,927,863 | ) | ||
As of September 30, 2025, we had an accumulated deficit of $ 23,151,135 since our inception. We anticipate generating losses and, therefore, may be unable to continue operations further in the future.
Cash Flows
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2024 | 2023 | |||||||
| Net cash provided by (used in) operating activities | $ | 76,270 | $ | (75,037 | ) | |||
| Net cash (used in) provided by financing activities | (40,845 | ) | 92,500 | |||||
| Foreign currency translation | (8,848 | ) | (17,143 | ) | ||||
| Net change in cash during period | $ | 26,577 | $ | 320 | ||||
Operating Activities
Net cash provided by operating activities during the nine months ended September 30, 2025 was $76,270, a 202% increase from the $75,037 net cash outflow during the nine months ended September 30, 2024. The increase was a result of extinguishment of debt previously owed to related parties. During the nine months ended September 30, 2025 we had no sales and did not purchase any raw materials.
| 20 |
Financing Activities
Cash used in financing activities during the nine months ended September 30, 2025 was $40,845, which was a 55.84% decrease from the $92,500 in cash provided by financing activities during the nine months ended September 30, 2024. The increase in cash provided was a result of an increase in related party loans during fiscal 2024.
Plan of Operation
Our operating plan for the balance of fiscal 2025, and fiscal 2026 is to seek an investment of approximately US$3,350,000 for deployment toward the resumption of our mineral extraction and refinery activities. We have not secured any financing commitment thus far.
We have not included a detailed budget in this quarterly report to outline the anticipated costs associated with the resumption of our mineral extraction and refinery activities. We anticipate that such costs will include those related to extensive facility improvements, permitting expense, drilling expense, general and specialized labour expense, professional fees, and other contingent costs and expenses. We intend to resume disclosing a detailed budget once we have obtained renewed confirmation of previous cost projections and recommendations made by the technical experts engaged by our joint-venture.
We will also actively seek partnerships with mining enterprises primarily active in the gold, silver and/or copper fields and subject to the general parameters described earlier to increase our supply of raw material. In addition, we will look for a partner in the natural resources field in order to enhance our future capability to access necessary funding and seek other businesses opportunities and other strategic transactions with a view toward diversifying our business and attracting new investment.
In light of our nominal cash resources, we expect that we will be required to raise approximately $3,350,000 in order to execute our proposed business plan during the remainder of fiscal 2025, and fiscal 2026. If we are unable to raise sufficient funds to carry out our planned investment in mineral extraction and refining activities, we anticipate that we will require a minimum of $350,000 to maintain our current business operations without engaging in any significant exploration activities or investment. We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed.
The continuation of our business is dependent upon obtaining further financing, a successful program of exploration and/or development, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations. We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.
Future Financings
We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.
We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, and capital expenditures or capital resources that are material to stockholders.
| 21 |
Critical Accounting Policies
Use of Estimates and Assumptions
The Company prepares its financial statements in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Foreign Currency Adjustments
Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Any translation adjustments are reflected as a separate component of stockholders’ equity (deficit) and have no effect on current earnings. Gains and losses resulting from foreign currency transactions are included in current results of operations. During the periods ended September 30, 2025 and 2024, the Company had aggregate foreign currency translation gains (loss) of ($256,283) and ($129,998), respectively.
Non-controlling Interests
Non-controlling interests in the Company’s subsidiaries are reported as a component of equity, separate from the Company’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the minority interest are included in our condensed consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.
Revenue Recognition
Revenue is recognized when products are shipped, title and risk of loss is passed to the customers and collection is reasonably assured. Payments received prior to the satisfaction of above criteria are deferred.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
As a “smaller reporting company”, we are not required to provide the information required by this Item.
| Item 4. | Controls and Procedures |
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.
As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our management concluded that our internal controls are not effective due to us having material weaknesses in our control environment and financial reporting process due to lack of a functioning audit committee, a majority of independent members and a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures.
C hanges in Internal Control Over Financial Reporting
During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 22 |
PART II - OTHER INFORMATION
| Item 1. | Legal Proceedings |
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.
| Item 1A. | Risk Factors |
As a “smaller reporting company”, we are not required to provide the information required by this Item.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
None.
| Item 3. | Defaults Upon Senior Securities |
None.
| Item 4. | Mine Safety Disclosures |
Not applicable.
| Item 5. | Other Information |
| Item 6. | Exhibits |
| 23 |
| (21) | List of Subsidiaries | |
| 21.1 | Z&W Zhen Ding Corporation, a California corporation (100% held) | |
| 21.2 | Zhen Ding Mining Co. Ltd., a PRC corporation (70% held) | |
| (31) | Rule 13a-14 (d)/15d-14d) Certifications | |
| 31.1* | Section 302 Certification by the Principal Executive Officer | |
| 31.2* | Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer | |
| (32) | Section 1350 Certifications | |
| 32.1* | Section 906 Certification by the Principal Executive Officer | |
| 32.2* | Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer | |
| 101* | Interactive Data File | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
*Filed herewith.
| 24 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| ZHEN DING RESOURCES INC. | |
| (Registrant) | |
| Dated: November 14, 2025 | /s/Victor I.H. Sun |
| Victor I.H Sun | |
| President, Treasurer, Secretary and Director | |
|
(Principal Executive Officer, Principal Financial Officer
and Principal Accounting Officer) |
25