UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended		March 31, 2024
	or

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended		September 30, 2023
For the transition period from			to
	or

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from			to

Commission File Number

333-188152

ZHEN DING RESOURCES INC.

(Exact name of registrant as specified in its charter)

Delaware		11-3350926
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Suite 111, 3900 Place De Java, Second Floor, Brossard, Quebec, Canada	J4Y 9C4
(Address of principal executive offices)	(Zip Code)

438-882-4148 (Registrant’s telephone number, including area code) ~~Suite~~N/A ~~205, 353 St. Nicolas, Montreal, Quebec, Canada H2Y 2P1~~ (Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	RBTK	OTC

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 ~~YES~~Yes o¨ NONo

Indicate by check mark whether the registrant has submitted electronically ~~every~~ every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the ~~preceding~~ preceding 12 months (or for such shorter period that the registrant was required to submit such files).

x ~~YES~~Yes o¨ NONo

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 o¨ Accelerated filer o¨ Non-accelerated filer o¨ Smaller reporting company x Emerging growth company o¨

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. o¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

o¨ ~~YES~~Yes x NONo

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.

o¨ ~~YES~~Yes o¨ NONo

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.

110,737,348 common shares issued and outstanding as of ~~November 16~~May 9, ~~2023~~2024

ZHEN DING RESOURCES INC.

FORM 10-Q

TABLE OF CONTENTS

Contents

PART I - FINANCIAL INFORMATION		3
~~Item 1.~~	~~Unaudited~~Item ~~Consolidated Financial Statements~~1.	3Unaudited Condensed Consolidated Financial Statements	3
~~Item 2.~~	~~Management’s~~Item ~~Discussion and Analysis of Financial Condition and Results of Operations~~2.	14Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
~~Item 3.~~	~~Quantitative~~Item ~~and Qualitative Disclosures About Market Risk~~3.	22Quantitative and Qualitative Disclosures About Market Risk	20
~~Item 4.~~	~~Controls~~Item ~~and Procedures~~4.	22Controls and Procedures	20
PART II - OTHER INFORMATION		22
~~Item 1.~~	~~Legal~~Item ~~Proceedings~~1.	22Legal Proceedings	21
~~Item 1A.~~	~~Risk~~Item ~~Factors~~1A.	22Risk Factor	21
~~Item 2.~~	~~Unregistered~~Item ~~Sales of Equity Securities and Use of Proceeds~~2.	22Unregistered Sales of Equity Securities and Use of Proceeds	21
~~Item 3.~~	~~Defaults~~Item ~~Upon Senior Securities~~3.	23Defaults Upon Senior Securities	21
~~Item 4.~~	~~Mine~~Item ~~Safety Disclosures~~4.	23Mine Safety Disclosures	21
~~Item 5.~~	~~Other~~Item ~~Information~~5.	23Other Information	21
~~Item 6.~~	~~Exhibits~~Item 6.	23Exhibits	22
SIGNATURES		24	23

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. ~~Unaudited~~ Financial Statements

Our unaudited interim financial statements for the ~~nine~~three month period ended ~~September~~March 3031, ~~2023~~2024 form part of this quarterly report. They are stated in United States Dollars (US$) and ~~are~~ are prepared in accordance with ~~Generally~~generally ~~Accepted~~accepted ~~Accounting~~accounting ~~Principles~~principles in the United States.

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Zhen Ding Resources Inc.

Condensed Consolidated Balance Sheets

As(In ofUS ~~September 30~~Dollars, ~~2023~~except ~~and~~for ~~December~~number ~~31,~~of ~~2022~~shares)

	September 30,			December 31,
	2023 (Unaudited)			2022 (Audited)
Assets
Current Assets:
Cash and cash equivalents	$	8,377		$	13,708
Total current assets	$	8,377		$	13,708
Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable and accrued liabilities	$	464,779		$	400,755
Accounts payable and accrued liabilities-related parties		5,540,967			5,555,132
Deferred revenue		124,299			131,462
Due to related parties		734,000			776,295
Short-term debt		154,500			154,500
Short-term debt-related parties		3,190,468			3,311,209
Total current liabilities		10,209,013			10,329,353
Stockholders’ deficit
Common stock, 150,000,000 authorized, $0.0001 par value, 110,737,348 and 110,411,348 shares issued and outstanding, respectively		11,074			11,041
Additional paid-in capital		14,365,129			13,687,082
Subscriptions receivable		(5,431	)		(5,431	)
Accumulated other comprehensive income		944,794			557,392
Accumulated deficit		(22,348,858	)		(21,345,909	)
Total deficit attributable to Zhen Ding Resources Inc.		(7,033,292	)		(7,095,825	)
Non-controlling interests		(3,167,344	)		(3,219,820	)
Total Stockholders’ deficit		(10,200,636	)		(10,315,645	)
Total liabilities and Stockholders’ deficit	$	8,377		$	13,708

As of March 31, 2024 and December 31, 2023


	March 31,			December 31,
	2024 (Unaudited)			2023 (Audited)
Assets

Current Assets:
Cash	$	4,898		$	6,293
Total Current Assets	$	4,898		$	6,293

Liabilities and Stockholders’ Deficit

Current Liabilities:
Accounts payable and accrued liabilities	$	482,855		$	480,912
Accounts payable and accrued liabilities-related parties		5,827,639			5,807,460
Deferred revenue		125,569			127,654
Due to related parties		741,496			753,809
Short-term debt		154,500			154,500
Short-term debt-related parties		3,249,015			3,284,961
Total Current Liabilities		10,581,074			10,609,296

Commitments and Contingencies			-			-

Stockholders’ deficit:
Common stock, 150,000,000 authorized, $0.0001 par value, 110,737,348 shares issued and outstanding		11,074			11,074
Additional paid-in capital		14,365,129			14,365,129
Subscriptions receivable		(5,431	)		(5,431	)
Accumulated other comprehensive income		876,028			759,550
Accumulated deficit		(22,556,801	)		(22,452,142	)
Total deficit attributable to Zhen Ding Resources Inc.		(7,310,001	)		(7,321,820	)
Non-controlling interests		(3,266,175	)		(3,281,183	)

Total Stockholders’ deficit		(10,576,176	)		(10,603,003	)

Total Liabilities and Stockholders’ deficit	$	4,898		$	6,293

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Zhen Ding Resources Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

~~For~~(In ~~the~~US ~~three~~Dollars, ~~and~~except ~~nine~~for ~~months~~number ~~ended~~of ~~September 30, 2023 and 2022~~shares)

For the three months ended March 31, 2024 and March 31, 2023

(Unaudited)

	Three months ended						Nine months ended
	March 31, 2024			March 31, 2023
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Operating expenses:
Operating expenses:
General and administrative	$	14,797		$	12,364
General and administrative		694,114			17,945			734,025			66,939
Total operating expenses		14,797			12,364
Gain on sale of assets		-			6			-			(267	)
Operating loss		(14,797	)		(12,364	)
Total operating expenses		694,114			17,951			734,025			66,672
Other expense:
Operating loss		(694,114	)		(17,951	)		(734,025	)		(66,672	)
Interest expenses		(124,775	)		(127,838	)
Other expenses
Net loss		(139,572	)		(140,202	)
Interest expenses		122,195			125,421			375,384			391,168
Loss attributable to non-controlling interests		34,913			36,409
Other income		1			2			(42	)		(112	)
Net loss attributable to Zhen Ding Resources Inc.	$	(104,659	)	$	(103,793	)
Total expenses		(816,310	)		(143,374	)		(1,109,367	)		(457,728	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)
Net loss		(816,310	)		(143,374	)		(1,109,367	)		(457,728	)
Basic and diluted weighted average number of common shares outstanding		110,737,348			110,411,348
Loss attributable to non-controlling interests		34,502			36,121			106,418			112,903
Comprehensive loss:
Net loss attributable to Zhen Ding Resources Inc.	$	(781,808	)	$	(107,253	)	$	(1,002,949	)	$	(344,825	)
Net loss	$	(139,572	)	$	(140,202	)
Basic and diluted loss per common share	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Other comprehensive income (loss):
Basic and diluted weighted average number of common shares outstanding		110,546,000			110,411,348			110,456,725			110,411,348
Foreign currency translation adjustments		166,399			(47,780	)
Comprehensive loss:
Total comprehensive loss		26,827			(187,982	)
Net loss	$	(816,310	)	$	(143,374	)	$	(1,109,367	)	$	(457,728	)
Comprehensive loss attributable to non-controlling interest		(15,008	)		55,738
Other comprehensive income (loss):
Comprehensive loss attributable to Zhen Ding Resources Inc.	$	41,835		$	(243,720	)
Foreign currency translation adjustments		56,854			584,091			546,296			1,087,137
Total comprehensive income (loss)		(759,456	)		440,717			(563,071	)		629,409
Comprehensive income (loss) attributable to non-controlling interest		17,446			(139,111	)		52,476			(213,248	)
Comprehensive income (loss) attributable to Zhen Ding Resources Inc.	$	(742,010	)	$	301,606		$	(510,595	)	$	416,161

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Zhen Ding Resources Inc.

Condensed Consolidated Statements of Cash Flows

~~For~~(In ~~the~~US ~~nine months ended September 30, 2023 and 2022~~Dollars)

For the three months ended March 31, 2024 and March 31, 2023

(Unaudited)

	September 30,			September 30,
	March 31,			March 31,
	2023			2022
	2024			2023
Cash flows from operating activities
Net loss	$	(1139,~~109,367~~572	)	$	(~~457~~140,~~728~~202	)
Adjustments to reconcile net loss to net cash used in operating activities
Adjustment to reconcile net loss to net cash used in operating activities:
Stock based compensation		678,080			-
Accounts payable and accrued liabilities		1,943			9,090
Changes in assets and liabilities
Accounts payable and accrued liabilities-related parties		124,775			120,927
Accounts payable and accrued liabilities		80,397			(44,914	)
Deferred revenue		-			-
Accounts payable and accrued liabilities-related parties		285,377			406,333
Net cash used in operating activities		(12,854	)		(10,185	)
Net cash used in operating activities		(65,513	)		(96,309	)
Cash flows from financing activities
Proceeds from borrowings on short-term debt – related parties		5315,~~850~~000			4013,~~103~~500
Net cash provided by financing activities		5315,~~850~~000			4013,~~103~~500
Foreign currency translation		6(3,~~332~~541	)		37(6,~~136~~283	)
Net change in cash		(51,~~331~~395	)		(192,~~070~~968	)
Cash and cash equivalents - beginning of the period		13,708			29,782
Cash - beginning of the period		6,293			13,708
Cash and cash equivalents - end of the period	$	8,377		$	10,712
Cash - end of the period	$	4,898		$	10,740
Supplemental cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income tax	$	-		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Zhen Ding Resources Inc .

Condensed Consolidated Statement of Stockholders’ Deficit

~~For~~(In ~~the~~US ~~nine~~Dollars, ~~months~~except ~~ended~~for ~~September,~~number ~~2023~~of ~~and 2022~~shares)

For the periods ended March 31, 2024 and March 31, 2023

(Unaudited)

	Common Stock				Additional Paid in		Subscriptions			Accumulated Other Comprehensive		Accumulated			Non- controlling			Total Stockholders'
	Shares		Par		Capital		Receivable			Income		Deficit			Interest			Deficit
Balances, December 31, 2022	$	110,411,348		11,041	$	13,687,082	$	(5,431	)	$	557,392	$	(21,345,909	)	$	(3,219,820	)	$	(10,315,645	)
Balances, December 31, 2023		110,737,348	$	11,074	$	14,365,129	$	(5,431	)	$	759,550	$	(22,452,142	)	$	(3,281,183	)	$	(10,603,003	)
Stock based compensation		326,000		33		678,047		-			-		-			-			678,080
Foreign currency translation adjustment		-		-		-		-			116,478		-			49,921			166,399
Foreign currency translation adjustment		-		-		-		-			387,402		-			158,894			546,296
Net loss		-		-		-		-			-		(104,659	)		(34,913	)		(139,572	)
Net loss		-		-		-		-			-		(1,002,949	)		(106,418	)		(1,109,367	)
Balances, March 31, 2024		110,737,348	$	11,074	$	14,365,129	$	(5,431	)	$	876,028	$	(22,556,801	)	$	(3,266,175	)	$	(10,576,176	)
Balances, September 30, 2023	$	110,737,348		11,074	$	14,365,129	$	(5,431	)	$	944,794	$	(22,348,858	)	$	(3,167,344	)	$	(10,200,636	)

	Common Stock				Additional Paid in		Subscriptions			Accumulated Other Comprehensive			Accumulated			Non- controlling			Total Stockholders'
	Shares		Par		Capital		Receivable			Income			Deficit			Interest			Deficit
Balances, December 31, 2021	$	110,411,348		11,041	$	13,687,082	$	(5,431	)	$	7,272		$	(20,910,525	)	$	(3,307,682	)	$	(10,518,243	)
Balances, December 31, 2022		110,411,348	$	11,041	$	13,687,082	$	(5,431	)	$	557,392		$	(21,345,909	)	$	(3,219,820	)	$	(10,315,645	)
Foreign currency translation adjustment		-		-		-		-			~~760~~(28,~~986~~451	)		-			~~326~~(19,~~151~~329	)		1(47,~~087,137~~780	)
Net loss	$	-		-		-		-			-			(~~344~~103,~~825~~793	)		(~~112~~36,~~903~~409	)		(~~457~~140,~~728~~202	)
Balances, September 30, 2022		110,411,348		11,041	$	13,687,082	$	(5,431	)	$	768,258		$	(21,255,350	)	$	(3,094,434	)	$	(9,888,834	)
Balances, March 31, 2023		110,411,348	$	11,041	$	13,687,082	$	(5,431	)	$	528,941		$	(21,449,702	)	$	(3,275,558	)	$	(10,503,627	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Zhen Ding Resources Inc.

~~Condensed~~Notes ~~Consolidated~~to ~~Statement of~~Consolidated ~~Stockholders’~~Financial ~~Deficit~~Statements

For the three months ended September 30, 2023 and 2022

(Unaudited)

	Common Stock				Additional Paid in		Subscriptions			Accumulated Other Comprehensive		Accumulated			Non- controlling			Total Stockholders'
	Shares		Par		Capital		Receivable			Income		Deficit			Interest			Deficit
Balances, June 30, 2023	$	110,411,348		11,041	$	13,687,082	$	(5,431	)	$	904,996	$	(21,567,050	)	$	(3,149,898	)	$	(10,119,260	)
Stock based compensation		326,000		33		678,047		-			-		-			-			678,080
Foreign currency translation adjustment		-		-		-		-			39,798		-			17,056			56,854
Net loss	$	-		-		-		-			-		(781,808	)		(34,502	)		(816,310	)
Balances, September 30, 2023		110,737,348		11,074	$	14,365,129	$	(5,431	)	$	944,794	$	(22,348,858	)	$	(3,167,344	)	$	(10,200,636	)

	Common Stock				Additional Paid in		Subscriptions			Accumulated Other Comprehensive		Accumulated			Non- controlling			Total Stockholders'
	Shares		Par		Capital		Receivable			Income		Deficit			Interest			Deficit
Balances, June 30, 2022	$	110,411,348		11,041	$	13,687,082	$	(5,431	)	$	359,399	$	(21,148,097	)	$	(3,233,545	)	$	(10,329,551	)
Foreign currency translation adjustment		-		-		-		-			408,859		-			175,232			584,091
Net loss		-		-		-		-			-		(107,253	)		(36,121	)		(143,374	)
Balances, September 30, 2022	$	110,411,348		11,041	$	13,687,082	$	(5,431	)	$	768,258	$	(21,255,350	)	$	(3,094,434	)	$	(9,888,834	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Zhen Ding Resources Inc.

Notes to Condensed 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 70% of a Chinese Joint Venture entity, Zhen Ding Mining Co. Ltd. (“Zhen Ding JV” or “JXZD”). This indirect ownership is through a 100% ownership of a California company Z&W, Zhen Ding Corporation (“Z&W CA”).

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 30% partner of JXZD is the actual named owner of the various licenses used by JXZD and transferred all rights emanating from these licenses as part of the joint venture agreement between Z&W CA and Xinzhou Gold. Our Company’s primary activity, through JXZD, is ore processing and production in China.

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, 2023 and notes thereto. The results of operations for the three months ended March 31, 2024, 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.

~~Basis of Presentation and~~ Principles of Consolidation

~~These~~The ~~unaudited condensed~~ consolidated financial statements ~~have been prepared in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and~~include ~~generally accepted accounting principles in~~ the ~~United~~accounts ~~States~~ of ~~America (“GAAP”) for interim financial information and with~~ the ~~instructions~~Company, toits ~~Regulation S~~wholly-X.owned ~~Accordingly,~~subsidiaries ~~the~~Z&W ~~unaudited~~CA ~~condensed~~and ~~consolidated~~its ~~financial~~majority ~~statements~~owned dosubsidiary ~~not~~JXZD. ~~include~~All ~~all~~inter-company ~~of the information~~transactions and ~~footnotes~~balances ~~required~~were ~~by generally accepted accounting principles for complete financial statements~~eliminated. InThe ~~the~~portion ~~opinion~~ of ~~management,~~ the ~~Company~~ ~~has~~income ~~included~~applicable ~~all~~to ~~adjustments~~non-controlling ~~considered~~interests ~~necessary~~in ~~for~~subsidiary aundertakings ~~fair~~is ~~presentation and such adjustments are of a normal recurring nature.~~reflected ~~These unaudited condensed consolidated financial statements should be read~~ in ~~conjunction with~~ the ~~condensed~~ consolidated ~~financial~~ statements ~~for~~ ~~the year ended December 31, 2022 and notes thereto. The results~~ of operations ~~for the nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the full fiscal year ended December 31, 2023~~.

The condensed 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 condensed consolidated statements of operations.

Reclassifications

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.

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.

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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~~March 3031, ~~2023~~2024 and ~~2022~~2023, the Company had aggregate foreign currency translation gains (loss) of $~~546~~166,~~296 and~~399 and ($147,~~087~~780),~~137,~~ respectively.

Cash

Cash consists of amounts denominated in US dollars. The Company does not, at any time, maintain cash in deposit accounts in excess of Federal Deposit Insurance Corporation (“FDIC”) limits. The Company has not experienced any losses on such accounts. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At March 31, the Company had no 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~~ta 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~~March 3031, ~~2023~~2024. 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 ~~condensed~~ consolidated statement of ~~operations~~ 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~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, 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 ~~condensed~~ consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if if any, will be reported at fair value with any gain or loss recognized in earnings.

Basic and Diluted Earnings (Loss) Per Common Share

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.

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Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are 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, including interim periods within those fiscal years. The Company adopted January 1, 2022and there is no impact on the condensed consolidated financial statements.

In March 2022, the FASB issued ASU 2022-02, ASC Subtopic 326 “Credit Losses”: Troubled Debt Restructurings and Vintage Disclosures. Since the issuance of Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, the Board has provided resources to monitor and assist stakeholders with the implementation of Topic 326. Post-Implementation Review (PIR) activities have included forming a Credit Losses Transition Resource Group, conducting outreach with stakeholders of all types, developing educational materials and staff question-and-answer guidance, conducting educational workshops, and performing an archival review of financial reports. ASU No. 2022-02 is effective for annual and interim periods beginning after December 15, 2022. The Company does not expect the standard to have a significant impact on its financial statements.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its ~~condensed~~ consolidated financial statements.

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~~March 3031, ~~2023~~2024, the Company had accumulated losses of $22,~~348~~556,~~858~~801 since inception and had a working capital deficit of $10,~~200~~576,~~636~~176. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. Realization value may be substantially ~~different~~ different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4. Short-Term Debt

The following table represents the details of the short-term debts at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023:

Schedule of short-term debts
Issuance date	Maturity	Interest Rate	0903.3031.~~2023~~2024		12.31.~~2022~~2023
October 2, 2019	October 1, 2020	1% per month	$	10,000	$	10,000
January 15, 2020	January 15, 2021	1% per month		22,000		22,000
April 16, 2020	April 15, 2021	1% per month		13,500		13,500
July 2, 2020	July 1, 2021	1% per month		18,500		18,500
October 23, 2020	October 22, 2021	1% per month		6,500		6,500
January 5, 2021	January 15, 2022	1% per month		22,500		22,500
March 10, 2021	March 10, 2022	1% per month		20,000		20,000
July 13, 2021	July 13,2022	1% per month		16,500		16,500
December 14, 2021	December 14, 2022	1% per month		25,000		25,000
			$	154,500	$	154,500

According to the loan agreements, there is not any additional interest and penalty for the loans passing maturity date.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~ 2024 and ~~2022~~2023, the Company recorded interest expense and accrued interest of $~~375~~4,~~384~~ 635 and $~~391~~4,~~168~~635, respectively and is included in interest expense in the ~~condensed~~ consolidated statements of operations. ~~For the three months ended September 30, 2023 and 2022, the Company recorded interest expense of $122,195 and $125,421 respectively.~~

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Note 5. Related Party Transactions

Accounts payable

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the Company had payables of $~~734~~741,~~000~~496 and $~~776~~753,~~295~~809, respectively, to Xinzhou Gold. These payables bear no interest, are unsecured and are due on demand.

Short-term debt

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~ 2023, the Company had short-term debts to related parties of $3,~~190~~249,~~468~~015 and $3,~~311~~284,~~209~~961, respectively. The details of the loans are described as below.

At ~~September~~March 3031, ~~2023~~2024:

Schedule of debt

Name

Relationship to the Company

Amount

Interest Rate

Start Date

Maturity

Short-term debt

Shor-term debt

Wei De Gang

CEO & Legal person of JXZD

2,~~437~~462,~~651~~543

15%

May 31, 2011

May 31, 2014

Zhao Yan Ling

Former office manager of JXZD, wife of Zhou Zhi Bin

14,~~396~~543

15%

January 1, 2011

December 31, 2013

Zhou Zhi Bin

Former CEO & Legal person of JXZD

6,~~855~~925

15%

January 1, 2011

December 31, 2013

Tang Yong Hong

Manager of JXZD

~~295~~298,~~508~~526

15%

February 28, 2015

February 28, 2016

Yan Chun Yan

Accountant of JXZD

8,~~226~~346

15%

August 31, 2014

August 31, 2015

Victor Sun

Shareholder of ZDRI

50,282

January 1, 2011

On Demand

Victor Sun

Shareholder of ZDRI

12,000

15%

April 25, 2022

May 2, 2023

Victor Sun

Shareholder of ZDRI

13,000

15%

May 2, 2022

May 2, 2023

Victor Sun

Shareholder of ZDRI

12,000

15%

July 12, 2022

July 12, 2023

Victor Sun

Shareholder of ZDRI

12,500

15%

December 6, 2022

December 055, 2023

Victor Sun

Shareholder of ZDRI

13,500

15%

January 11, 2023

January 11, 2024

Victor Sun

Shareholder of ZDRI

14,500

15%

April 03, 2023

April 03, 2024

Victor Sun

Shareholder of ZDRI

13,850

15%

June 07, 2023

June 06, 2024

Victor Sun

Shareholder of ZDRI

12,000

15%

July 10, 2023

July 10, 2024

Victor Sun

Shareholder of ZDRI

12,500

15%

October 13, 2023

October 13,2024

Victor Sun

Shareholder of ZDRI

15,000

15%

January 18, 2024

January 18, 2025

Current portion of long-term debt

Zhou Qiang

Office manager of JXZD

~~274~~277,~~200~~000

15%

December 18, 2012

December 18, 2015

Total

3,~~190~~249,~~468~~015

~~At December 31, 2022:~~11

Name

Relationship to the Company

Amount

Interest Rate

Start Date

Maturity

Short-term debt

Wei De Gang

CEO & Legal person of JXZD

2,578,114

May 31, 2011

May 31, 2014

Zhao Yan Ling

Former office manager of JXZD, wife of Zhou Zhi Bin

15,225

January 1, 2011

December 31, 2013

Zhou Zhi Bin

Former CEO & Legal person of JXZD

7,250

January 1, 2011

December 31, 2013

Tang Yong Hong

Manager of JXZD

312,536

February 28, 2015

February 28, 2016

Yan Chun Yan

Accountant of JXZD

8,302

August 31, 2014

August 31, 2015

Victor Sun

Shareholder of ZDRI

50,282

January 1, 2011

On Demand

Victor Sun

Shareholder of ZDRI

12,000

April 25, 2022

May 2, 2023

Victor Sun

Shareholder of ZDRI

13,000

May 2, 2022

May 2, 2023

Victor Sun

Shareholder of ZDRI

12,000

July 12, 2022

July 12, 2023

Victor Sun

Shareholder of ZDRI

12,500

December 6, 2022

December 5, 2023

Current portion of long-term debt

Zhou Qiang

Office manager of JXZD

290,000

December 18, 2012

December 18, 2015

Total

3,311,209

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~~As of September 30, 2023 and~~ At December 31, ~~2022, the~~ ~~Company had accrued interest payable to the related parties of $5,540,967 and $5,555,132, respectively. For the periods ended September 30,~~ 2023 ~~and 2022, the Company recorded interest expense of $375,384 and $391,168, respectively. The Company has received no demands for repayment of matured debt instruments.~~:

Name

Relationship to the Company

Amount

Interest Rate

Start Date

Maturity

Shor-term debt

Wei De Gang

CEO & Legal person of JXZD

2,503,437

15%

May 31, 2011

May 31, 2014

Zhao Yan Ling

Former office manager of JXZD, wife of Zhou Zhi Bin

14,784

15%

January 1, 2011

December 31, 2013

Zhou Zhi Bin

Former CEO & Legal person of JXZD

7,040

15%

January 1, 2011

December 31, 2013

Tang Yong Hong

Manager of JXZD

303,483

15%

February 28, 2015

February 28, 2016

Yan Chun Yan

Accountant of JXZD

8,485

15%

August 31, 2014

August 31, 2015

Victor Sun

Shareholder of ZDRI

50,282

January 1, 2011

On Demand

Victor Sun

Shareholder of ZDRI

12,000

15%

April 25, 2022

May 2, 2023

Victor Sun

Shareholder of ZDRI

13,000

15%

May 2, 2022

May 2, 2023

Victor Sun

Shareholder of ZDRI

12,000

15%

July 12, 2022

July 12, 2023

Victor Sun

Shareholder of ZDRI

12,500

15%

December 6, 2022

December 5, 2023

Victor Sun

Shareholder of ZDRI

13,500

15%

January 11, 2023

January 11, 2024

Victor Sun

Shareholder of ZDRI

14,500

15%

April 03, 2023

April 03, 2024

Victor Sun

Shareholder of ZDRI

13,850

15%

June 07, 2023

June 06, 2024

Victor Sun

Shareholder of ZDRI

12,000

15%

July 10, 2023

July 10, 2024

Victor Sun

Shareholder of ZDRI

12,500

15%

October 13, 2023

October 13,2024

Current portion of long-term debt

Zhou Qiang

Office manager of JXZD

281,600

15%

December 18, 2012

December 18,2015

Total

3,284,961

As of March 31, 2024 and December 31, 2023, the Company had accrued interest payable to the related parties of $5,827,639 and $5,807,460, respectively. For the periods ended March 31, 2024 and 2023, the Company recorded interest expense of $124,775 and $127,838, respectively. The Company has received no demands for repayment of matured debt instruments.

Note 6. Accounts Payable and Accrued Liabilities

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, ~~the~~ the Company had accounts payable of $~~179~~180,~~964~~418 and $184,~~684~~574 respectively. As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023 the Company had ~~accrued~~ accrued liabilities of $~~284~~302,~~815~~437 and $~~216~~296,~~072~~338.

Note 7. ~~Issuance~~Deferred ~~of Common Stock~~ Revenues

OnAs ~~August~~of 23March 31, ~~2023~~2024 and December 31, 2023, the Company ~~issued~~had ~~326~~deferred revenue of $125,~~000~~569 ~~common~~and ~~shares~~$127,654 related to receipts of payment for ~~discretionary~~unprocessed ore from Xinzhou Gold Co. Ltd, ~~bonuses~~respectively, ~~during~~related to advances that the ~~three~~Company ~~months~~received ~~ended~~from ~~September~~its ~~30,~~customers. ~~2023~~The Company has received no demands for repayment of deferred revenues.

Note 8. ~~Deferred Revenues~~ Contingencies

As of September 30, 2023 and December 31, 2022, the Company had deferred revenue of $124,299 and $131,462 related to receipts of payment for unprocessed ore from Xinzhou Gold Co. Ltd, respectively, related to advances that the Company received from its customers. The Company has received no demands for repayment of deferred revenues.

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.

Note 109. ~~COVID-19~~Revision

OnCertain ~~January~~prior ~~30,~~year ~~2020,~~amounts ~~the~~have ~~World~~been ~~Health Organization~~reclassified ~~(“WHO”) announced a global health emergency in response~~ to aconform new strain of a coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to ~~evolve as of~~ the ~~date~~current ofperiod ~~this report~~ presentation.~~Management~~ isThese ~~actively~~reclassifications ~~monitoring~~had ~~the~~no ~~global~~impact ~~situation and its effects~~ on ~~the~~net ~~Company’s~~earnings ~~industry,~~(loss) ~~financial~~or ~~condition, liquidity,~~ and operations. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial ~~condition, or liquidity for fiscal year 2020.However, if the pandemic continues, it may have a material adverse effect on the Company’s results of future operations, financial~~ position~~, and liquidity in fiscal year 2023~~.

Note 1110. Subsequent Events

The Company does not have any events subsequent to ~~September~~March 3031, ~~2023~~2024 through ~~November~~May 169, ~~2023,~~2024 the date the financial statements were issued for disclosure consideration.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Zhen Ding Resources Inc., unless otherwise indicated.

General Overview

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~~ our ore milling plant, and sell the ore concentrates to metal refineries. Our only operating company is Zhen Ding JV, which ~~engages~~, 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 ~~purchases~~purchased metal ore in rock form from its joint venture partner, Xinzhou Gold, which holds ~~has~~ rights to explore and mine ore from a property located in the southwestern part of Anhui province in China.

~~Our~~ Corporate ~~History and Structure~~Background

Our principal office is located at Suite 111, 3900 Place De Java, Second Floor, Brossard, Quebec, Canada J4Y 9C4. ~~The~~Our operational offices, are located inat: Zhen aDing Mining ~~suburb~~Co. ~~of Montreal~~Ltd., ~~are~~Wuxi ~~leased by verbal agreement~~County, onTown aof ~~month-to-month basis~~Langqiao, ~~from~~Jing ~~Immeubles~~Xian, ~~Wing~~Anhui ~~Kei~~Province, ~~Inc. at $500 per month~~China, ~~due~~Tel: ~~and payable at each calendar quarter end~~86-6270-9018. ~~The occupancy began October 15, 2018.~~

14We 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.

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~~Our~~In ~~operational~~January ~~offices~~2012, ~~are~~our ~~located~~Board ~~at: Zhen~~of Directors, following the approval of a majority of our shareholders, made an offer to the shareholders of Zhen Ding ~~Mining~~Resources CoInc., ~~Ltd.~~a Nevada corporation (“Zhen Ding NV”), ~~Wuxi~~to ~~County~~acquire, ~~Town~~at ofthe ~~Langqiao~~very least, ~~Jing~~the ~~Xian,~~majority ~~Anhui~~of ~~Province~~their common shares, ~~China~~and, ~~Tel:~~if ~~86-6270-9018~~available, up to 100% ownership.

WeZhen ~~were~~Ding ~~incorporated~~NV through its wholly owned subsidiary, Z&W Zhen Ding Corporation, a California corporation (“Zhen Ding CA”), has been engaged in ~~September~~a ~~1996~~joint asventure ~~Robotech~~with Jing Xian ~~Inc~~Xinzhou Gold Co., ~~and~~Ltd. ~~began~~(“Xinzhou ~~our~~Gold”), ~~business~~a incompany organized under the ~~development~~laws ~~and~~of ~~marketing~~the People’s Republic of ~~specialized~~China ~~technological~~(“PRC”). The ~~equipment~~joint venture company, Zhen Ding Mining Co. AtLtd. ~~that~~(“Zhen ~~time~~Ding weJV”) ~~estimated~~is ~~that~~70% ~~we would~~held ~~require~~by ~~approximately~~Zhen ~~$6,000,000~~Ding toNV ~~realize~~through ~~our~~Zhen ~~plans~~Ding CA. It is ~~Through~~a common practice in China to append the ~~year~~name of ~~2003,~~the wetown ~~had~~or ~~not~~city ~~reached~~where ~~our~~an ~~financing~~enterprise ~~goals~~is ~~and~~located ~~therefore~~to its legally incorporated name. ~~abandoned~~Therefore ~~that~~many ~~particular~~documents ~~business~~referencing ~~plan~~Zhen Ding JV may refer to it as Jing Xian Zhen Ding Mining Co. ~~Since~~Ltd. ~~that~~Zhen ~~time~~Ding JV engages in the processing of metal ore and the selling of ore concentrates of gold, wesilver, ~~have~~lead, ~~been~~zinc ~~seeking~~and ~~suitable~~copper ~~candidates~~at ~~for~~purity ~~acquisition~~levels ranging from 65% to 80%. Zhen Ding JV purchases metal ore in rock form from Xinzhou Gold.

In the previous decade there was been a worldwide recovery in the price and interest in precious metals, minerals and industrial commodities. Such interest was fueled to a large degree by the economic awakening of the two most populous nations, China and India, and further bolstered by a sharp decline in the US dollar. A particular beneficiary of this revival was the market prices of gold, silver and copper. Thus, in early 2010, the business direction of our company changed to seek to profit from this revival, and we began to focus our acquisition search in that industry, particularly on companies engaged in the mining of gold, silver and copper.

In January 2012, our Board of Directors, with authorization from 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. Thus 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 form from 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. ~~Thus~~Therefore, as of August 13, 2013 the shareholders of Zhen Ding NV had tendered 100% of the issued and outstanding ~~shares~~ 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.

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The following illustrates our corporate and share ownership structure:

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Our Current Business

Background ~~and Historical Business~~

WePresently, we conduct our operations exclusively ~~through~~ through Zhen Ding JV, our ~~majority-owned~~ joint venture company. However, we continue to look for other attractive potential acquisition targets in the mining industry.

Our joint venture, Zhen Ding JV, is equipped to process ore mined by our joint venture partner Xinzhou Gold when in operation. ~~During operation,~~ Zhen Ding JV purchases the ore in rock form from Xinzhou Gold 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 Xinzhou Gold’s mine, known as the Wuxi Gold Mine.

We ~~have~~purchase ~~historically purchased~~ all of our raw material from Xinzhou Gold for our ore processing operation, and ~~have~~rely ~~relied~~ solely on Xinzhou Gold for our supply of ores. The veins most recently excavated by Xinzhou Gold in the permitted areas of our mines are very low grade and, as such, the production ~~was~~is minimal. The higher yielding and therefore more profitable veins ~~in the area of our processing plant~~ run outside Xinzhou Gold’s ~~former mining area boundaries. Xinzhou Gold applied for an extension of the~~ permitted mining area, ~~however,~~boundaries ~~the~~under ~~application~~its ~~was~~current ~~rejected by the government in December 2016 due to Xinzhou Gold’s insufficient working capital~~license.

At the beginning of fiscal 2015, we idled our mineral processing plant due to an overall downturn in the 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. Our plant has subsequently remained idle, and Xinzhou Gold’s prospecting and mining licenses have lapsed.15

~~Due~~Table to our continued inability to raise sufficient financing to expand Xinzhou Gold’s mining permit, Xinzhou Gold elected to reapply for a new drilling permit based on a scaled-down drilling plan. The resulting new permit application, which was submitted to the Anhui Province Land & Resources Bureau for approval on March 8, 2017, sought renewed permission to continue drilling in the areas directly adjacent to our concentration plant. That application was subsequently rejected due to environmental concerns regarding wastewater runoff onto nearby agricultural lands. Accordingly, during the last six months of fiscal 2019, the Company was primarily devoted to refining its environmental impact compliance proposal and design in consultation with government officials. A new proposal and design for a tailing pond treatment facility was submitted to the environmental protection authorities on June 30, 2019.Contents

~~During~~Xinzhou ~~the~~Gold ~~fall~~applied offor ~~2019,~~an ~~the~~extension ~~Zhen~~of ~~Ding~~the ~~JV received~~permitted ~~feedback~~mining ~~from~~area, ~~the Land & Resource Bureau regarding its June 30~~however, ~~2019 proposal and design submission. The authorities requested certain improvements to~~ the ~~tailing~~application ~~pond~~was ~~and~~rejected ~~wastewater~~by ~~treatment facility on~~ the ~~proposed~~government ~~drilling~~in ~~site~~December as2016 adue ~~condition~~to ofXinzhou ~~granting~~Gold’s ~~any~~insufficient ~~new drilling~~working ~~permit~~capital. ~~Zhen~~ ~~Ding~~Xinzhou JVGold ~~subsequently~~intends ~~retained~~to areapply ~~new~~for ~~environmental~~an ~~expert~~extension toof ~~re-design~~ the ~~tailing~~permitted ~~pond~~mining ~~treatment~~area ~~facility.~~when ~~The~~it ~~new~~is ~~design would~~able ~~employ~~to ~~automated~~demonstrate ~~pumping~~sufficient ~~systems~~working capital to ~~optimize~~drill ~~water~~the ~~transfer~~extended ~~while lowering both cost and risk~~area. ~~The design affords immediate control of pressure and flowrate~~However, asif ~~well~~sufficient asworking ~~real-time~~capital ~~monitoring~~is ~~of pump speed~~unavailable, ~~flowrate,~~or ~~inlet/outlet~~should ~~water~~the ~~pressures,~~application ~~water~~be ~~temperature,~~denied ~~engine~~on other ~~performance~~grounds, ~~and~~we ~~engine~~would ~~fuel~~not ~~level.~~be ~~The~~able ~~improved water treatment design report was submitted~~ to ~~the~~secure ~~government~~another insource ~~December 2019~~ with ~~an estimated~~higher ~~budget~~grade ofores ~~approximately~~for ~~$1.75~~our ~~million~~processing ~~over two years. The Company expected a ruling on the new proposal in March 2020~~plant, ~~however the ruling was delayed due to COVID-19 containment measures in Anhui province~~ which ~~resulted in reduced staffing and operations across all levels of the public service. More recently, the Company was advised that no ruling~~ would beseverely ~~provided~~limit ~~on the proposal without additional~~our ~~3rd party~~ability ~~geo-technical research~~ to ~~support~~execute ~~the~~our ~~viability~~plan of ~~the~~operation ~~Company’s~~and ~~design.~~our ~~The~~potential ~~estimated cost of such additional research is $500,000~~profitability.

Recent Activities

Since ~~December~~idling ~~2022,~~ our ~~joint~~mineral ~~venture~~processing ~~has~~plant, ~~partnered~~we ~~with~~have ~~the~~actively ~~Guangzhou~~sought ~~Institute~~an ofinvestment ~~Geophysical Chemistry, a branch~~ of ~~the~~between ~~Chinese Academy of Sciences~~$3,000,000 and ~~the~~$4,000,000, ~~217~~which ~~Institute~~we ofbelieve ~~Geology~~is ~~in Anhui~~required ~~Province~~ to ~~carry~~expand ~~out~~Xinzhou ~~preliminary~~Gold’s ~~prospecting~~mining permit, ~~research,~~ and ~~planning~~which ~~activities~~would inallow ~~preparation~~us ~~for~~to anresume ~~application~~our toore ~~renew~~extraction ~~mining~~ and ~~processing~~refinery ~~permits~~activities. ~~Students~~However, ~~and~~as ~~faculty~~at of the ~~Chinese~~date ~~Academy~~ of ~~Sciences~~this ~~provide~~report ~~theoretical~~we ~~support and analysis, while the 271~~have ~~Nuclear~~not ~~Engineering~~successfully ~~Company~~secured ~~has~~any ~~carried~~financing ~~out exploration project mapping and design~~commitment. Xinzhou Gold has also engaged environmental consultants to laisse with The Environmental Protection Bureau of Jingxian County, Anhui Province regarding the renewal of our environmental licenses and permits.

Due to our continued inability to raise sufficient financing to expand Xinzhou Gold’s mining permit, Xinzhou Gold elected to reapply for a new drilling permit based on a scaled-down drilling plan. The resulting new permit application, which was submitted to the Anhui Province Land & Resources Bureau for approval on March 8, 2017, sought renewed permission to continue drilling in the areas directly adjacent to our concentration plant. That application was subsequently rejected due to environmental concerns regarding wastewater runoff onto nearby agricultural lands. Accordingly, during the last six months of fiscal 2019, the Company was primarily devoted to refining its environmental impact compliance proposal and design in consultation with government officials. A new proposal and design was submitted to the environmental protection authorities on June 30, 2019.

During the fall of 2019, the Zhen Ding JV received feedback from the Land & Resource Bureau regarding its June 30, 2019 proposal and design submission. The authorities requested certain improvements to the tailing pond and wastewater treatment facility on the proposed drilling site as a condition of granting any new drilling permit. Zhen Ding JV subsequently retained a new environmental expert to re-design the tailing pond treatment facility. The new design would employ automated pumping systems to optimize water transfer while lowering both cost and risk. The design affords immediate control of pressure and flowrate, as well as real-time monitoring of pump speed, flowrate, inlet/outlet water pressures, water temperature, engine performance, and engine fuel level. The improved water treatment design report was submitted to the government in December 2019 with an estimated budget of approximately $1.75 million over two years. The Company expected a ruling on the new proposal in March 2020, however the ruling was delayed due to COVID-19 containment measures in Anhui province which resulted in reduced staffing and operations across all levels of the public service. More recently, the Company was advised that no ruling would be provided on the proposal without additional 3^rd party geo-technical research to support the viability of the Company’s design. The estimated cost of such additional research is $500,000.

Financing and Restructuring Efforts

~~During~~In ~~fiscal~~light ~~2019 our management entered into negotiations with various related party lenders regarding a possible restructuring or conversion~~ of ~~related~~robust ~~party~~gold ~~debt.~~prices ~~Effective~~during ~~December 14,~~2022 ~~2020,~~and ~~we issued an aggregate of 46~~2023,~~442,550~~ ~~shares of our common stock to ten lenders at the price of $0.02 per share in consideration~~management ~~for~~has ~~the~~been ~~cancellation~~entertaining ofproposals ~~$928,851~~from ofprospective ~~interest~~investors ~~bearing~~and ~~debt~~partners ~~payable~~seeking ~~on demand~~ to ~~the~~participate ~~lenders~~ in ~~respect~~a ofsmaller ~~cash~~drilling ~~advances~~operation ~~made~~and byother joint ~~them~~venture ~~to the~~projects ~~Company~~and transactions.

17Going forward, we will continue to seek sufficient financing to re-establish our mineral extraction and refining operations. We will also seek to identify and evaluation businesses opportunities and other strategic transactions on an ongoing basis with a view toward diversifying our business and optimizing shareholder value.

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~~Since~~Summary ~~idling our mineral processing plant, we have intermittently sought an investment~~ of ~~between~~Operations $3,000,000 and $4,000,000, which we believe is required to resume our ore extraction and refinery activities. However, as at the date of this report we have not successfully secured any financing commitment. Due to the gradual recovery in global commodities markets during the ~~fall~~Three ~~of 2023, including the market for precious metals, we intend to resume~~Months ~~our~~Ended ~~search~~March ~~to identify sources of equity financing required to complete permitting and resumption of our mineral extraction and refining operations. Meanwhile~~31, ~~our management has continued to identify and evaluate businesses opportunities and other strategic transactions with a view to diversifying our business and creating shareholder value.~~2024

In light of the continued strength of gold prices during the first quarter of 2024, our management continues to seek proposals from prospective investors and partners seeking to participate in a smaller drilling operation and other joint venture projects and transactions. However, there is no assurance that a suitable opportunity will be identified or secured.

Going forward, we will continue to seek sufficient financing to re-establish our mineral extraction and refining operations. We will also seek to identify and evaluation businesses opportunities and other strategic transactions on an ongoing basis with a view toward diversifying our business and optimizing shareholder value.

Results of Operations

Three Months Ended ~~September~~March 3031, ~~2023~~2024 compared to the Three Months Ended ~~September~~March 3031, ~~2022~~2023

WeThe ~~had~~following atable ~~net~~summarizes ~~loss~~key items of ~~$816,310 from operations~~comparison ~~for~~and ~~the~~their ~~three~~related ~~month~~increase ~~period~~(decrease) ~~ended September 30, 2023, compared to net loss of $143,374 from operations~~ for the three -month ~~period~~periods ended ~~September~~ ~~30,~~March ~~2022~~31, ~~due~~2024 toand ~~issuance~~2023, ~~of stock based compensation during the period.~~ respectively:

The following table summarizes key items of comparison and their related increase (decrease) for the three month periods ended September 30, 2023 and 2022:

	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023
General and administrative expense	$	(14,797	)	$	(12,364	)
Interest Expense	$	(124,775	)	$	(127,838	)
Net loss	$	(139,572	)	$	(140,202	)

	Three Months Ended September 30, 2023		Three Months Ended September 30, 2022		Percentage Increase (Decrease) From Three Month Period Ended September 30, 2022 to Three Month Period Ended September 30, 2023
General and administrative	$	694,114	$	17,945		(3,102	)%
Gain on sale of assets		-		6		-
Other (Income) Expense		1		2		(50	)%
Interest expense		122,195		125,421		(2.57	)%
Net loss	$	816,310	$	143,374		(386	)%

We did not earn any revenues during the three months ended March 31, 2024 or 2023.

~~Nine~~We ~~Months~~had ~~Ended~~a ~~September~~net 30loss of $139,572 for the three months ended March 31, 2024, representing nominal decrease from our net loss of $140,202 for the three months ended March 31, 2023. ~~compared~~The change toin our results over the ~~Nine~~two ~~Months~~periods ~~Ended~~corresponded ~~September~~with a decrease in our interest expense during 2024, ~~2022~~which increase was almost entirely offset by an increase in our general & administrative expense.

We did not earn any revenues in the nine months ended September 30, 2023 or September 30, 2022. 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.17

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We had a net loss of $1,109,367 for the nine month period ended September 30, 2023, which was 142% more than the net loss of $457,728 for the nine month period ended September 30, 2022. The change in our results over the two periods is a result of stock based compensation issued in the period.

The following table summarizes key items of comparison and their related increase (decrease) for the nine month periods ended September 30, 2023 and 2022:

	Nine Months Ended September 30, 2023			Nine Months Ended September 30, 2022			Percentage Increase (Decrease) From Nine Month Period Ended September 30, 2022 to Nine Month Period Ended September 30, 2023
General and administrative	$	734,025		$	66,939			997	%
Other (Income) Expense		(42	)		(112	)		62.5	%
Interest expense		375,384			391,168			(4.04	)%
Net loss	$	1,109,367		$	457,728			142	%

Liquidity and Capital Resources

Our balance sheet as of September 30, 2023 reflects current assets of $8,377 and a working capital deficit of $10,200,636. 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, 2023			At December 31, 2022
	At March 31, 2024			At December 31, 2023
Current assets	$	84,~~377~~898		$	1310,~~708~~740
Current liabilities	$	(10,~~209~~581,~~013~~074	)	$	(10,~~329~~514,~~353~~367	)
Working capital (deficit)	$	(10,200,636	)	$	(10,315,645	)
Working capital deficit	$	(10,576,176	)	$	(10,503,627	)

As of ~~September~~March 3031, ~~2023~~2024, we had ancurrent ~~accumulated~~assets of $4,898 consisting of cash and cash equivalents, current liabilities of $10,514,367 and a working capital deficit of $2210,~~348~~576,~~858~~176. This ~~since~~compares to our ~~inception.~~current Weassets ~~anticipate~~of ~~generating~~$10,740 ~~losses~~(consisting of cash and cash equivalents), ~~therefore~~current liabilities of $10,514,367, ~~may~~and beworking ~~unable~~capital deficit toof ~~continue~~$10,503,627as ~~operations~~of ~~further~~December 31, 2023. The decrease in cash and increase in liabilities during the ~~future~~most recent period corresponded with an increase in accounts payable and accrued liabilities to related parties.

As of March 31, 2024, we had accumulated losses of $22,556,801 since inception. We anticipate generating losses and, therefore, may be unable to continue operations further in the future.

Cash Flows

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2023			2022
	2024			2023
Net cash (used in) operating activities	$	(65,513	)	$	(96,309	)
Net cash from (used in) operating activities	$	(12,854	)	$	(10,189	)
Net cash provided by financing activities		53,850			40,103
Net cash provided by (used in) financing activities	$	15,000		$	13,500
Foreign currency translation	$	6(3,~~332~~541	)	$	37(6,~~136~~283
Net change in cash during period	$	(5,331	)	$	(19,070	)
Net increase (decrease) in cash during period	$	(1,395	)	$	(2,972	)

Operating Activities

Net cash used in operating activities during the three ~~nine~~ months ended ~~September~~ 30March 31, ~~2023~~2024 was $6512,~~513,~~854 acompared ~~32%~~to ~~decrease from the~~ $9610,~~309~~189 in net cash ~~outflow~~used in operating during the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~ 2023. The ~~decrease~~ ~~was~~increase acorresponded ~~result~~with ~~of stock based compensation expense~~ an ~~increase~~general inand ~~accounts~~administrative ~~payable~~expenses and, ~~accrued~~in ~~liabilities~~particular, ~~owed~~professional tofees ~~related~~during ~~parties and~~the ~~non-related~~most ~~parties~~recent period. During the ~~nine~~three months ended ~~September~~March 3031, 2024 and 2023, we had no sales and did not purchase any raw materials.

19Investing Activities

~~Table~~No ofcash ~~Contents~~was received from or used in investing activities during the three months ended March 31, 2024.

Financing Activities

Cash provided by financing activities during the three ~~nine~~ months ended ~~September~~ 30March 31, ~~2023~~2024 was $5315,~~850~~000, ~~which~~compared ~~was~~to ~~a 34.28% increase from the~~ $4013,~~103~~500 in cash provided by financing activities during the ~~nine~~ three months ended March ~~September 30~~31, ~~2022~~ 2023. The increase ~~in cash provided~~ was a result of an increase inis short-term loans from related ~~party~~parties ~~loans~~received during the ~~fiscal~~most ~~2023~~recent period.

Plan of Operation

Our operating plan for the 12 months beginning ~~October~~from April 1, ~~2023~~2024 is as follows:

Our operating plan for the balance of fiscal ~~2023~~ 2024 is to seek an investment of approximately US$34,~~350~~500,000, which we believe is required to restart our mineral processing plant in China and extend Xinzhou Gold’s mining permit, which would allow us to resume our ore extraction and refinery activities, although we have not secured any financing commitment thus far.

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The funds raised would be used to:

upgrade tailings pond and water treatment facility;

2. ~~extend~~design and ~~expand~~implement ~~permitted~~groundwater ~~mining~~remediation ~~area~~and ofprotection ~~Xinzhou Gold to access higher concentrate ore veins~~measures;

3. ~~resume~~extend ~~ore~~and ~~exploration~~expand ~~and~~permitted ~~extraction~~mining ~~activities~~area of Xinzhou Gold to access higher concentrate ore veins;

4. ~~re-start~~resume ~~the~~ore ~~mill~~exploration and extraction activities;

5. re-~~test~~start the mill;

6. ~~develop~~re-test ~~expansion~~the ~~plans for our plant capacity~~mill;

7. ~~drill~~develop ~~additional~~expansion ~~holes~~plans ~~near~~for ~~the~~our ~~concentration~~ plant; ~~and~~capacity;

8. ~~undertake at least three deep~~ drill additional holes innear the ~~permitted~~concentration ~~area~~plant; ~~to re-commence greater milling operations as soon as possible.~~and

undertake at least three deep drill holes in the permitted area to re-commence greater milling operations as soon as possible.

This will involve re-testing the plant equipment and re-hiring all personnel that was laid off as a result of the mining halt. We will reactively 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 order to execute our business plan over the next twelve months we expect to expend funds as follows:

Estimated Net Expenditures During the Next Twelve Months

	$
Implementation of Environmental Planning, Remediation, and Protection Measures		1,000,000
Restart mill and mining related operations		3,000,000
General, Administrative Expenses		100,000
Consulting & Permit Fees		150,000
Misc		100,000
Contingency		250,000
Total		34,~~350~~500,000

In light of our nominal cash resources, we expect that we will be required to raise approximately $34,500,000 in order to execute our proposed business plan during fiscal ~~2023~~2024. In the event that we are unable to raise sufficient funds to carry out our planned investment in drilling equipment and our planned exploration program, 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.

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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.

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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.

Critical Accounting Policies

Use of Estimates and Assumptions

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, 2023 and 2022, the Company had aggregate foreign currency translation gains (loss) of $546,296 and $1,087,137, respectively.~~

Non-controlling ~~Interests~~Interest

Non-controlling interests in ~~the~~our ~~Company~~company’s subsidiaries are reported as a component of equity, separate from the ~~Company~~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 ~~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.

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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~~principle 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~~principle 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 lack of monitoring of required internal control and procedures.

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Changes 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.

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

AsFor a ~~“smaller~~summary ~~reporting~~of ~~company”,~~the weCompany’s ~~are~~risk ~~not~~factors, ~~required~~please refer to Item 9A of our ~~provide~~Form 10-K for the ~~information~~year ~~required~~ended byDecember ~~this~~31, ~~Item~~2023.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

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Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

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Item 6.

Exhibits

Exhibit Number		Description
(3)		Articles of Incorporation and Bylaws
3.1		Articles of Incorporation filed with the Secretary of State of the State of Delaware on September 6, 1996 (Incorporated by reference to our Registration Statement on Form S-1 filed January 6, 2014)
3.2		Bylaws (Incorporated by reference to our Registration Statement on Form S-1 filed January 6, 2014)
3.3		Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of the State of Delaware on November 4, 1996 (Incorporated by reference to our Registration Statement on Form S-1 filed January 6, 2014)
3.4		Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of the State of Delaware on February 28, 2012 (Incorporated by reference to our Registration Statement on Form S-1 filed January 6, 2014)
3.5		Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of the State of Delaware on March 20, 2012 (Incorporated by reference to our Registration Statement on Form S-1 filed January 6, 2014)
3.6		Certificate of Ownership and Merger filed with the Secretary of State of the State of Delaware on October 28, 2013 (Incorporated by reference to our Registration Statement on Form S-1 filed January 6, 2014)
(10)		Material Contracts
10.1		The Contract for Sino-Foreign Equity Joint Venture dated as of November 12, 2004 by and between Zhen Ding Corporation and Jing Xiang Xin Zhou Gold Co. Ltd. (Incorporated by reference to our Registration Statement on Form S-1 filed January 6, 2014)
10.2		Articles of Association for Zhen Ding JV dated as of October 12, 2006 by and between Z&W Zhen Ding Corporation and Jing Xiang Xin Zhou Gold Co. Ltd. (Incorporated by reference to our Registration Statement on Form S-1/A filed on February 13, 2015)
10.3		Supply Contract of Gold Concentrate Fines dated July 20, 2012 between Zhen Ding Mining Co., Ltd. and Yantai Jin Ao Metallurgical Co. Ltd. (Incorporated by reference to our Registration Statement on Form S-1/A filed on February 13, 2015)
10.4		Mining License No. C3400002009114110049341 dated November 5, 2014 in favor of Jing Xiang Xin Zhou Gold Co. Ltd. (Incorporated by reference to our Registration Statement on Form S-1/A filed on February 13, 2015)
10.5		Gold Mining License No. (2005) 042 in favor of Jing Xiang Xin Zhou Gold Co. Ltd. (Incorporated by reference to our Registration Statement on Form S-1/A filed on February 13, 2015)
10.6		Form of Loan Agreements between Wen Mei Tu and Zhen Ding Resources Inc. (Incorporated by reference to our Registration Statement on Form S-1/A filed on February 13, 2015)
10.7		Business License Registration No. 3425004000003061(1-1) dated November 17, 2014 in favor of Zhen Ding Mining Co. Ltd. (Incorporated by reference to our Registration Statement on Form S-1/A filed June 9, 2015)
(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.

2322

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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 16, 2023	/s/Victor Sun
Dated: May 9, 2024	/s/ Victor Sun
	Victor Sun
	President, Treasurer, Secretary and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

2423

Filing Compare · ZHEN DING RESOURCES INC.