UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~10-Q

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~quarterly~~Quarterly ~~period~~Period ended ~~December~~June 3130, ~~2021~~ 2022

orOR

☐ TRANSITION REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~For~~Commission ~~the~~file ~~transition~~number: ~~period from To~~ 000-56396

Commission File Number 000-56396

KING RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware		13-3784149
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Unit 1813, 18/F, Fo Tan Industrial Centre

26-28 Au Pui Wan Street

Fo Tan, Hong Kong

(Address of principal executive offices)

(Zip Code)

+ 852 3585 8905

(Registrant’s telephone number, including area code)

N/A

(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
N/A		N/A		N/A

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. ☒ YES ☐ 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). ☒ YES ☐ NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller 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	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES ☒ NO

The number of shares outstanding of the registrant’s common stock, par value $0.~~0001~~001 per share, as of ~~April~~July 2229, 2022, was 45,~~807~~332,802,061.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements		1
Condensed Consolidated Balance Sheets as of December 31, 2021 and March 31, 2021		1
Unaudited Condensed Consolidated Balance Sheets as of June 30, 2022 and March 31, 2022		1
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) for the Three and Nine Months Ended December 31, 2021 and 2020		2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended June 30, 2022 and 2021		2
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended December 31, 2021 and 2020		3
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2022 and 2021		3
Condensed Consolidated Statements of Changes in Equity (Deficit) (Unaudited) for the Three and Nine Months Ended December 31, 2021 and 2020		4
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended June 30, 2022 and 2021		4
Notes to Condensed Consolidated Financial Statements (Unaudited)		5
Notes to Unaudited Condensed Consolidated Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1718
Item 3. Quantitative and Qualitative Disclosures About Market Risk		2825
Item 4. Controls and Procedures		2825
PART II - OTHER INFORMATION		2927
Item 1. Legal Proceedings		2927
Item 1A. Risk Factors		2927
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		2927
Item 3. Defaults Upon Senior Securities		2927
Item 4. Mine Safety Disclosures		2927
Item 5. Other Information		2927
Item 6. Exhibits		2928
SIGNATURES		3029

INTRODUCTORY ~~COMMENTS~~COMMENT

We are not a Hong Kong operating company but a Delaware holding company with operations conducted through our wholly owned subsidiaries based in Hong Kong and the British Virgin Islands. Our investors hold shares of common stock in King Resources, Inc., the Delaware holding company. This structure presents unique risks as our investors may never directly hold equity interests in our Hong Kong operating subsidiary and will be dependent upon contributions from our subsidiaries to finance our cash flow needs. Our ability to obtain contributions from our ~~subsidiary~~subsidiaries are significantly affected by regulations promulgated by Hong Kong and the People’s Republic of China (“the PRC”) authorities. Any change in the interpretation of existing rules and regulations or the promulgation of new rules and regulations may materially affect our operations and or the value of our securities, including causing the value of our securities to significantly decline or become worthless. For a detailed description of the risks facing the Company associated with our structure, please refer to “Risk Factors – Risk Factors Relating to Doing Business in Hong Kong and China.” set forth in ~~the~~our ~~Company’s~~Annual ~~Amendment~~Report ~~No. 2 to the Registration Statement~~ on Form 10-K filed with the ~~U.S.~~ Securities and Exchange Commission ~~(the “SEC”)~~ on ~~April~~June 2124, 2022 (the “~~Form 10~~Annual Report”).

We currently operate in Hong Kong, and we intend to expand distribution of our products into China and other Asia markets as opportunities permit. While we have no current intention of expanding our physical presence or operations into China, we expect to become directly subject to all PRC laws with all risks described herein relating to the PRC to increase if we develop such physical presence or establish operations in China.

King Resources, Inc. and its Hong Kong and British Virgin ~~Island~~Islands subsidiaries are not required to obtain permission from the Chinese authorities including the China Securities Regulatory Commission, or CSRC, or Cybersecurity Administration Committee, or CAC, to operate or to issue securities to foreign investors. In making this determination, we relied on the legal opinion of Ravenscroft & Schmierer, a copy of which is attached as Exhibit 5 to the Company’s Amendment No. 2 to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on April 21, 2022 (the “Form 10”). However, in light of the recent statements and regulatory actions by the PRC government, such as those related to the extension of China’s oversight and control into Hong Kong, the promulgation of regulations prohibiting foreign ownership of Chinese companies operating in certain industries, which are constantly evolving, and anti-monopoly concerns, we may be subject to the risks of uncertainty of any future actions of the PRC government in this regard including the risk that the PRC government could disallow our holding company structure, which may result in a material change in our operations, including our ability to continue our existing holding company structure, carry on our current business, accept foreign investments, and offer or continue to offer securities to our investors. If our subsidiary or the holding company were required to obtain approvals in the future, or we erroneously conclude that ~~that~~ approvals were not required, or were denied permission from Chinese authorities to list on U.S. exchanges, our operations may materially change, our ability to offer or continue to offer securities to our investors or to continue listing on a U.S. exchange may be adversely affected, and the value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors. We may also be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the ~~Chinese Securities~~ ~~Regulatory Commission~~CSRC, if we fail to comply with such rules and regulations, which could adversely affect the ability of the Company’s ~~securities~~ securities to continue to trade on the Over-the-Counter Bulletin Board, which may cause the value of our securities to significantly decline or become worthless.

There may be prominent risks associated with our operations being in Hong Kong and China. For example, as a U.S.-listed Hong Kong public company, we may face heightened scrutiny, criticism and negative publicity, which could result in a material change in our operations and the value of our common stock. It could also significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Additionally, changes in Chinese internal regulatory mandates, such as the M&A rules, Anti-Monopoly Law, and the Data Security Law, and recent statements and regulatory actions by the PRC government such as those related to the use of variable interest entities, data security and anti-monopoly concerns, may target the Company's corporate structure and impact our ability to conduct business in Hong Kong and China, accept foreign investments, or list on an U.S. or other foreign exchange. For a detailed description of the risks facing the Company and the offering associated with our operations in Hong Kong and future operations in China, please refer to “Risk Factors – Risk Factors Relating to Doing Business in Hong Kong and China.” set forth in the ~~Form~~Annual 10Report.

InThe ~~addition~~recent tojoint statement by the ~~foregoing risks~~U.S. Securities and Exchange Commission (“SEC”) and Public Company Accounting Oversight Board (“PCAOB”), and wethe ~~face~~Holding ~~various~~Foreign ~~legal~~Companies Accountable Act (“HFCAA”) all call for additional and ~~operational~~more ~~risks~~stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. Trading in our securities may be prohibited under the HFCAA if the PCAOB determines that it cannot inspect or investigate completely our auditor, and ~~uncertainties~~that ~~arising~~as a result an exchange may determine to delist our securities. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act which would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from ~~doing~~three ~~business~~years to two thus reducing the time before our securities may be prohibited from trading or being delisted. On December 2, 2021, the SEC adopted rules to implement the HFCAA. Pursuant to the HFCAA, the PCAOB issued its report notifying the Commission that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong ~~and~~due to positions taken by authorities in mainland China asand ~~summarized~~Hong Kong. Our auditor is based in Kuala Lumpur, Malaysia ~~below~~and is subject to PCAOB’s inspection. It is not subject to the determinations announced by the PCAOB on December 16, 2021. However, in the event the Malaysian authorities subsequently take a position disallowing the PCAOB to inspect our auditor, then we would need to change our auditor to avoid having our securities delisted. Furthermore, due to the recent developments in connection with the implementation of the HFCAA, we cannot assure you whether the SEC or other regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. The requirement in the HFCAA that the PCAOB be permitted to inspect the issuer’s public accounting firm within two or three years, may result in the delisting of our securities from applicable trading markets in the U.S, in the future if the PCAOB is unable to inspect our accounting firm at such future time. Please see “Risk Factors —– ~~Risks~~The ~~Factors~~Holding ~~Relating~~Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to ~~Doing~~be ~~Business~~permitted into ~~Hong~~inspect ~~Kong~~the issuer's public accounting firm within three years. This three-year period will be shortened to two years if the Accelerating Holding Foreign Companies Accountable Act is enacted. There are uncertainties under the PRC Securities Law relating to the procedures and ~~China~~requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. If the U.S. securities regulatory agencies are unable to conduct such investigations, they may suspend or de-register our registration with the SEC and delist our securities from applicable trading market within the US.” set forth in the ~~Form~~ 10Annual Report.

·In ~~There~~addition ~~are~~to ~~significant risks associated with our operations being based in Hong Kong. Adverse changes in economic and political policies of~~ the ~~Hong Kong and PRC government could have a material and adverse effect on overall economic growth in China and Hong Kong~~foregoing risks, ~~which~~we ~~could materially and adversely affect our business. Please see “Risk Factors - We~~ face ~~the~~various ~~risk~~legal ~~that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in the Hong Kong~~ and ~~the~~operational ~~profitability~~risks ~~of such business.”~~ and ~~“Substantial~~ uncertainties ~~and~~arising restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition.” set forth in the Form 10. · We are a holding company with operations conducted through our wholly owned subsidiary based in Hong Kong. This structure presents unique risks as our investors may never directly hold equity interests in our Hong Kong subsidiary and will be dependent upon contributions from ~~our~~doing ~~subsidiary to finance our cash flow needs. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct~~ business. ~~We do not anticipate paying dividends~~ in the foreseeable future; you should not buy our stock if you expect dividends. Please see “Risk Factors - Because our holding company structure creates restrictions on the payment of dividends, our ability to pay dividends is limited.” set forth in the Form 10. · There is a possibility that the PRC could prevent our cash maintained in Hong Kong ~~from leaving or the PRC could restrict the deployment of the cash into our business or for the payment of dividends. We rely on dividends from our Hong Kong subsidiary for our cash~~ and ~~financing~~China ~~requirements, such~~ as ~~the~~summarized below funds necessary to service any debt we may incur. Any such controls or restrictions may adversely affect our ability to finance our cash requirements, service debt or make dividend or other distributions to our shareholders. Please see “Risk Factors - Our Hong Kong subsidiary may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity requirements, conduct business and ~~pay dividends to holders of our common stock.” set forth~~ in the Form 10. · PRC regulation of loans to and direct investments in PRC entities by offshore holding companies may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our operating subsidiaries in Hong Kong. Substantial uncertainties exist with respect to the interpretation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations. Please see “Risk Factors -– ~~PRC~~Risks ~~regulation~~Factors ofRelating ~~loans~~ to ~~and~~Doing ~~direct~~Business ~~investment~~ in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong ~~subsidiaries, which could materially~~ and ~~adversely affect our liquidity and our ability to fund and expand business~~China.” set forth in the Annual ~~Form 10~~Report.

	·	There are significant risks associated with our operations being based in Hong Kong. Adverse changes in economic and political policies of the Hong Kong and PRC government could have a material and adverse effect on overall economic growth in China and Hong Kong, which could materially and adversely affect our business. Please see “Risk Factors – We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in Hong Kong currently, and in the future, in China, and the profitability of such business.” and “Substantial uncertainties and restrictions with respect to the political, legal and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in Hong Kong and the PRC, and accordingly on the results of our operations and financial condition.” set forth in the Annual Report.
	·	We are a holding company with operations conducted through our wholly owned subsidiary based in Hong Kong. This structure presents unique risks as our investors may never directly hold equity interests in our Hong Kong subsidiary and will be dependent upon contributions from our subsidiary to finance our cash flow needs. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct business. We do not anticipate paying dividends in the foreseeable future; you should not buy our stock if you expect dividends. Please see “Risk Factors – Because our holding company structure creates restrictions on the payment of dividends or other cash payments, our ability to pay dividends or make other cash payments is limited.” set forth in the Annual Report.
	·	There is a possibility that the PRC could prevent our cash maintained in Hong Kong from leaving or the PRC could restrict the deployment of the cash into our business or for the payment of dividends. We rely on dividends from our Hong Kong subsidiary for our cash and financing requirements, such as the funds necessary to service any debt we may incur. Any such controls or restrictions may adversely affect our ability to finance our cash requirements, service debt or make dividend or other distributions to our shareholders. Please see “Risk Factors – Our Hong Kong subsidiary may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our common stock.”; “Risk Factors - PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand business.”; “Risk Factors - Because our holding company structure creates restrictions on the payment of dividends or other cash payments, our ability to pay dividends or make other payments is limited.” and “Transfers of Cash to and from our Subsidiaries.” set forth in the Annual Report.

iii

· PRC regulation of loans to and direct investments in PRC entities by offshore holding companies may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our operating subsidiaries in Hong Kong. Substantial uncertainties exist with respect to the interpretation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations. Please see “Risk Factors – PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand business.” set forth in the Annual Report. · In light of China’s extension of its authority into Hong Kong, we are subject to risks arising from the legal system in Hong Kong and China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in Hong Kong and China can change quickly with little or no advance notice. There is also ~~the~~a risk that the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in Hong Kong or PRC based issuers, which could result in a material change in our operations and/or the value of our securities. We are currently not required to obtain approval from Chinese authorities (including the CSRC and the CAC) to operate or to list on U.S. exchanges. However, to the extent that the Chinese government exerts more control over offerings conducted overseas and/or foreign investment in Hong Kong-based issuers over time and if our subsidiary or the holding company were required to obtain approvals in the future, or we erroneously conclude that ~~that~~ approvals were not required, or were denied permission from Chinese authorities to list on U.S. exchanges, our operations may materially change, our ability to offer or continue to offer securities to our investors or to continue listing on a U.S. exchange may be significantly limited or completely hindered, and the value of our common stock (including those we are registering for sale now or in the future) may significantly decline or become worthless, which would materially affect the interest of the investors. To the extent that we expand our operations into China, all of the foregoing risks will become more prominent and directly applicable to us, and significantly adverse policies from the PRC may force us to divest of such Chinese operations or face other risks of forfeiture. Please see “Risk Factors -– We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in ~~the~~ Hong Kong currently, and in the future, in China, and the profitability of such business.”, ~~and~~ “Substantial uncertainties and restrictions with respect to the political, legal and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in Hong Kong and the PRC, and accordingly on the results of our operations and financial condition.” and “The PRC government has significant oversight and discretion over the conduct of a Hong Kong company’s business operations or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, and may intervene with or influence our operations, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless, as the government deems appropriate to further regulatory, political and societal goals.” set forth in the ~~Form~~Annual 10Report. · Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment. · We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection, especially if we expand operations or physical presence into China. We may be liable for improper use or appropriation of personal information provided by our customers. Please see “Risk Factors -– The PRC government has significant oversight and discretion over the conduct of a Hong Kong company’s business operations or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, and may intervene with or influence our operations, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless, as the government deems appropriate to further regulatory, political and societal goals.” set forth in the ~~Form~~Annual 10Report. · Under the Enterprise Income Tax Law of the PRC (“EIT Law”), we may be classified as a “Resident Enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders. Please see “Risk Factors -– Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations.” set forth in the ~~Form~~Annual 10Report. · Failure to comply with PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident Shareholders to personal liability, may limit our ability to acquire Hong Kong and PRC companies or to inject capital into our Hong Kong subsidiary, may limit the ability of our Hong Kong subsidiaries to distribute profits to us or may otherwise materially and adversely affect us.

· ~~The~~Failure ~~recent~~to ~~joint~~comply ~~statement~~with byPRC ~~the~~regulations ~~SEC~~relating ~~and PCAOB, and the Holding Foreign Companies Accountable Act (HFCAA) all call for additional and more stringent criteria~~ to ~~be applied to emerging market companies upon assessing~~ the ~~qualification~~establishment of ~~their~~offshore ~~auditors,~~special ~~especially~~purpose ~~the~~companies ~~non-U.S. auditors who are not inspected~~ by ~~the~~PRC ~~PCAOB.~~residents ~~These~~may ~~developments~~subject ~~could add uncertainties to~~ our ~~offering.~~PRC ~~Trading~~resident inShareholders ~~our~~to ~~securities~~personal ~~may be prohibited under the HFCAA if the PCAOB determines that it cannot inspect or investigate completely our auditor~~liability, ~~and that as a result an exchange~~ may ~~determine~~limit ~~to delist~~ our ~~securities.~~ability On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act which would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to ~~two~~acquire ~~thus~~Hong ~~reducing~~Kong ~~the time before our securities may be prohibited from trading or being delisted. On December 2, 2021, the U.S. Securities~~ and ~~Exchange~~PRC ~~Commission~~companies ~~adopted rules to implement the HFCAA. Pursuant to the HFCAA, the Public Company Accounting Oversight Board (PCAOB) issued its report notifying the Commission that it is unable to inspect~~ or ~~investigate completely accounting firms headquartered in mainland China or Hong Kong due~~ to ~~positions~~inject ~~taken~~capital byinto ~~authorities~~our ~~in mainland China and~~ Hong Kong. ~~Our auditor is not subject to the determinations announced by the PCAOB on December 16~~subsidiary, ~~2021.~~may ~~However,~~limit in the ~~event~~ability ~~the~~of ~~Malaysian authorities subsequently take a position disallowing the PCAOB to inspect~~ our ~~auditor,~~Hong ~~then~~Kong wesubsidiaries ~~would need~~ to ~~change~~distribute ~~our~~profits ~~auditor~~ to ~~avoid~~us ~~having~~or our securities delisted. Please see “Risk Factors - The Holding Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted to inspect the issuer's public accounting firm within three years. This three year period will be shortened to two years if the Accelerating Holding Foreign Companies Accountable Act is enacted. There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. If the U.S. securities regulatory agencies are unable to conduct such investigations, they may ~~suspend~~otherwise ormaterially ~~de-register our registration with the SEC~~ and ~~delist~~adversely ~~our~~affect ~~securities from applicable trading market within the US~~us.” ~~set forth in the Form 10.~~ · You may be subject to PRC income tax on dividends from us or on any gain realized on the transfer of shares of our common stock. Please see “Risk Factors -– Dividends payable to our foreign investors and gains on the sale of our shares of common stock by our foreign investors may become subject to tax by the PRC.” set forth in the ~~Form~~Annual 10Report. · We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies. Please see “Risk Factors -– We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.” set forth in the ~~Form~~Annual 10Report. · We are organized under the laws of the State of Delaware as a holding company that conducts its business through a number of subsidiaries organized under the laws of foreign jurisdictions such as Hong Kong and the British Virgin Islands. This may have an adverse impact on the ability of U.S. investors to enforce a judgment obtained in U.S. Courts against these entities, bring actions in Hong Kong against us or our management or to effect service of process on the officers and directors managing the foreign subsidiaries. Please see “Risk Factors -– ItInvestors may beexperience ~~difficult~~difficulties ~~for~~in ~~stockholders~~effecting toservice ~~enforce~~of ~~any~~legal ~~judgment~~process, ~~obtained~~enforcing foreign judgments or bringing original actions in ~~the~~Hong ~~United~~Kong ~~States~~based ~~against~~upon usU.S. laws, ~~which~~including ~~may~~the ~~limit~~federal ~~the~~securities ~~remedies~~laws ~~otherwise~~or ~~available~~other toforeign laws against us or our ~~stockholders~~management.” set forth in the ~~Form~~Annual 10Report. · U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in China. · There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiary, and dividends payable by our PRC subsidiary to our offshore subsidiaries may not qualify to enjoy certain treaty benefits. Please see “Risk Factors -– Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations.” set forth in the ~~Form~~Annual 10Report.

References in this registration statement to the “Company,” “KRFG,” “we,” “us” and “our” refer to King Resources, Inc., a Delaware company and all of its subsidiaries on a consolidated basis. Where reference to a specific entity is required, the name of such specific entity will be referenced.

Transfers of Cash to and from Our Subsidiaries

King Resources, Inc. is a Delaware holding company with no operations of its own. We conduct our operations in Hong Kong primarily through our operating subsidiary in Hong Kong, and most of our cash is maintained in Hong Kong Dollars. We may rely on dividends to be paid by our Hong Kong or British Virgin ~~Island~~Islands subsidiaries to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses. There is a possibility that the PRC could prevent our cash maintained in Hong Kong from leaving or the PRC could restrict the deployment of the cash into our business or for the payment of dividends. Any such controls or restrictions may adversely affect our ability to finance our cash requirements, service debt or make dividend or other distributions to our shareholders. If our Hong Kong subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. To date, our subsidiaries have not made any transfers, dividends or distributions to King Resources, Inc. and King Resources, Inc. has not made any transfers, dividends or distributions to its subsidiaries.

King Resources, Inc. is permitted under Delaware laws to provide funding to our subsidiaries in Hong Kong and the British Virgin Islands through loans or capital contributions without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements. Our Hong Kong subsidiary, Powertech Corporation Limited (“Powertech Corp”), and British Virgin ~~Island~~Islands ~~subsidiaries~~subsidiary, Powertech Management Limited, are also permitted under the laws of Hong Kong and the British Virgin Islands to provide funding to King Resources, Inc. through dividend distributions without restrictions on the amount of the funds. As of the date of this ~~prospectus~~report, there has been no dividends or distributions among the parent company or the subsidiaries nor do we expect such dividends or distributions to occur in the foreseeable future among the parent company and its subsidiaries.

We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

Currently, the treasury function of King Resources, Inc. and its subsidiaries is centralized and operated by the finance department of Powertech Corporation Limited located in Hong Kong under the management of its chief financial ~~controller~~officer. In order to provide a process and guidance on collecting, accounting for, and safeguarding all cash and cash equivalents of King Resources, Inc. and its subsidiaries, we have established a cash management ~~policy~~ policy that includes procedures on receiving funds, depositing funds, and proper documentation and recording of cash.

Subject to the Delaware General Corporation Law and our bylaws, our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of our assets will exceed our liabilities and we will be able to pay our debts as they become due. There is no further Delaware statutory restriction on the amount of funds which may be distributed by us by dividend.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. The laws and regulations of the PRC do not currently have any material impact on transfer of cash from King Resources, Inc. to our Hong Kong subsidiary or from our Hong Kong subsidiary to King Resources, Inc. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of Hong Kong dollar into foreign currencies and the remittance of currencies out of Hong Kong or across borders and to U.S. investors.

There is a possibility that the PRC could prevent our cash maintained in Hong Kong from leaving or the PRC could restrict the deployment of the cash into our business or for the payment of dividends. Any such controls or restrictions may adversely affect our ability to finance our cash requirements, service debt or make dividend or other distributions to our shareholders. Please see “Risk Factors – Our Hong Kong subsidiary may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our common stock.”; “Risk Factors – PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand business.”; “Risk Factors – Because our holding company structure creates restrictions on the payment of dividends or other cash payments, our ability to pay dividends or make other payments is limited.” set forth in the Annual Report.

Current PRC regulations permit PRC subsidiaries to pay dividends to Hong Kong subsidiaries only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. As of the date of this report, we do not have any PRC subsidiaries.

The PRC government also imposes controls on the conversion of Renminbi (“RMB”) into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency to finance our cash requirements, service debt or make dividend or other distributions to our shareholders. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we or our subsidiaries are unable to receive all of the revenues from our operations, we may be unable to pay dividends on our common stock.

~~Current~~Cash ~~PRC regulations permit PRC subsidiaries to pay~~ dividends ~~to Hong Kong subsidiaries only out of their accumulated profits~~, if any, ~~determined~~on our incommon ~~accordance~~stock ~~with Chinese~~will ~~accounting~~be ~~standards~~paid ~~and~~in ~~regulations~~U.S. Indollars. ~~addition,~~If ~~each~~we ofare ~~our~~considered ~~subsidiaries~~a inPRC ~~China~~tax isresident ~~required~~enterprise tofor ~~set aside at least 10% of its after-~~tax ~~profits each year~~purposes, if any, todividends ~~fund~~we ~~a statutory reserve until such reserve reaches 50% of its registered capital. Each of~~pay ~~such entity in China is also required~~ to ~~further~~our ~~set~~overseas ~~aside~~shareholders amay ~~portion~~be ofregarded ~~its~~as ~~after~~China-~~tax~~sourced ~~profits~~income toand ~~fund~~as ~~the~~a ~~employee~~result ~~welfare~~may ~~fund,~~be ~~although the~~subject ~~amount~~ to bePRC ~~set~~withholding ~~aside,~~tax ~~if any, is determined~~ at ~~the~~a ~~discretion~~rate of ~~its board of directors. Although the statutory reserves can be~~ ~~used,~~up ~~among other ways,~~ to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation10%. ~~As of the date of this prospectus, we do not have any PRC subsidiaries.~~

~~The~~In ~~PRC~~order ~~government~~for ~~also~~us ~~imposes controls~~to onpay ~~the~~dividends to ~~conversion~~our ofshareholders, ~~Renminbi~~we ~~(“RMB”)~~will ~~into~~rely ~~foreign~~on ~~currencies~~payments ~~and~~made ~~the~~from ~~remittance~~our ofHong ~~currencies~~Kong ~~out~~subsidiary ofto ~~the~~King ~~PRC. Therefore~~Resources, we ~~may~~Inc. ~~experience~~If ~~difficulties~~ in ~~completing~~ the ~~administrative~~future ~~procedures~~we ~~necessary~~have ~~to obtain and remit foreign currency for the payment~~PRC ~~of dividends from our profits~~subsidiaries, ifcertain ~~any.~~payments ~~Furthermore,~~from ifsuch ~~our~~PRC subsidiaries into ~~the~~our ~~PRC~~Hong ~~incur~~Kong ~~debt~~subsidiary onwill ~~their~~be ~~own~~subject into ~~the~~PRC ~~future~~taxes, ~~the~~including ~~instruments~~business ~~governing~~taxes ~~the~~and ~~debt~~Value-added ~~may~~tax. ~~restrict~~As ~~their~~of ~~ability~~the todate ~~pay~~of ~~dividends~~this orreport, ~~make~~we ~~other~~do ~~payments.~~not Ifhave weany orPRC subsidiaries and our ~~subsidiaries~~Hong ~~are~~Kong ~~unable~~subsidiary tohas ~~receive~~not made ~~all~~any oftransfers, ~~the~~dividends ~~revenues~~or ~~from~~distributions ~~our~~nor ~~operations,~~do we ~~may~~expect beto ~~unable~~make tosuch ~~pay~~transfer, dividends onor ~~our~~distributions ~~common~~in ~~stock~~the foreseeable future.

~~Cash~~Pursuant ~~dividends~~to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if ~~any~~a Hong Kong resident enterprise owns no less than 25% of a PRC entity. However, onthe 5% withholding tax rate does not automatically apply and certain requirements must be satisfied, ~~our~~including, ~~common~~without ~~stock~~limitation, ~~will~~that (a) the Hong Kong entity must be ~~paid~~the beneficial owner of the relevant dividends; and (b) the Hong Kong entity must directly hold no less than 25% share ownership in ~~U.S.~~the ~~dollars.~~PRC Ifentity weduring ~~are~~the ~~considered~~12 consecutive months preceding its receipt of the dividends. In current practice, a ~~PRC~~Hong Kong entity must obtain a tax resident ~~enterprise~~certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax ~~purposes~~rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, ~~any~~we ~~dividends~~cannot assure you that we ~~pay~~ will be able to ~~our~~obtain ~~overseas~~the ~~shareholders~~tax ~~may~~resident becertificate ~~regarded~~from asthe ~~China-sourced~~relevant ~~income~~Hong Kong tax authority and enjoy asthe apreferential ~~result~~withholding ~~may~~tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be ~~subject~~paid by a PRC subsidiary to its immediate holding company. As of the date of this report, we do not have a PRC ~~withholding~~subsidiary. In the event that we acquire or form a PRC subsidiary in the future and such PRC subsidiary desires to declare and pay dividends to our Hong Kong subsidiary, our Hong Kong subsidiary will be required to apply for the tax atresident certificate from the relevant Hong Kong tax authority. In such event, we plan to inform the investors through SEC filings, such as a ~~rate~~current ofreport on Form 8-K, prior to such actions. See “Risk Factors up– Risk Factors Relating to 10Doing Business in Hong Kong and China.0%” set forth in the Annual Report.

In order for us to pay dividends to our shareholders, we will rely on payments made from our Hong Kong subsidiary to King Resources, Inc. If in the future we have PRC subsidiaries, certain payments from such PRC subsidiaries to our Hong Kong subsidiary will be subject to PRC taxes, including business taxes and VAT. As of the date of this prospectus, we do not have any PRC subsidiaries and our Hong Kong subsidiary has not made any transfers or distributions.

Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC entity. However, the 5% withholding tax rate does not automatically apply and certain requirements must be satisfied, including, without limitation, that (a) the Hong Kong entity must be the beneficial owner of the relevant dividends; and (b) the Hong Kong entity must directly hold no less than 25% share ownership in the PRC entity during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be paid by a PRC subsidiary to its immediate holding company. As of the date of this prospectus, we do not have a PRC subsidiary. In the event that we acquire or form a PRC subsidiary in the future and such PRC subsidiary desires to declare and pay dividends to our Hong Kong subsidiary, our Hong Kong subsidiary will be required to apply for the tax resident certificate from the relevant Hong Kong tax authority. In such event, we plan to inform the investors through SEC filings, such as a current report on Form 8-K, prior to such actions. See “Risk Factors – Risk Factors Relating to Doing Business in Hong Kong and China.” set forth in the Form 10.

vii

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes "“forward-looking statements"” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical facts, included in this Form 10-Q including, without limitation, statements in the “~~Market Overview” and “~~Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s market projections, financial position, business strategy and the plans and objectives of management for future operations, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); expansion and growth of the Company's business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.

These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as “"believes,”" “"anticipates,”" “"expects,”" “"estimates,”" “"plans,”" “"may,”" “"will,”" or similar terms. These statements appear in a number of places in this filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s ~~Amendment~~Form ~~No.~~10-K 2for to the ~~Registration~~year ~~Statement~~ended onMarch ~~Form~~31, 102022 filed with the ~~U.S.~~ ~~Securities and Exchange Commission (the “~~SEC”) on ~~April 21~~June 24, 2022.

Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.

viii

PART I. FINANCIAL INFORMATION.

Item 1. Financial Statements

KING RESOURCES, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~DECEMBER~~JUNE 3130, ~~2021~~2022 AND MARCH 31, ~~2021~~ 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	December 31, 2021			March 31, 2021
	June 30, 2022			March 31, 2022
	(Unaudited)			(Audited)
					(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	20415,~~945~~958		$	4214,~~463~~864
Accounts receivable, related party		39,532			38,587
Inventories		18,455			17,617
Accounts receivable		154,107			–
Deferred financing cost		510,416			–
Inventories		3,845			8,424
Deposits, prepayments and other receivables		63,332			58,788
Prepayments and deposits		14,972			18,018
Total current assets		1,008,161			91,269
Total current assets		233,401			107,492
Non-current assets:
Property and equipment		339			–
Property and equipment, net		4,736			5,208
Intangible assets		17,054			21,352
Right-of-use assets, net		62,165			72,129
Right-of-use assets		3,175			31,798
Intangible assets		18,307			19,469
TOTAL ASSETS	$	253,969		$	160,642
Total non-current assets		85,208			96,806
TOTAL ASSETS	$	1,093,369		$	188,075
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accrued liabilities and other payables	$	10400,~~804~~974		$	11165,~~896~~392
Amounts due to related parties		2,015,916			1,799,977
Accrued consulting and service fees		200,000			–
Lease liabilities		3,325			32,705
Amounts due to related parties		1,814,530			1,683,063
Total current liabilities		2,030,045			1,844,578
Lease liabilities		39,091			38,697
TOTAL LIABILITIES		2,030,045			1,844,578
Total current liabilities		2,454,595			1,887,152
Non-current liability:
Lease liabilities		23,700			33,721
TOTAL LIABILITIES		2,478,295			1,920,873
Commitments and contingencies		–			–
STOCKHOLDERS’ DEFICIT
Preferred Stock, par value $0.001, 85,000,000 shares authorized, 55,000,000 shares undesignated as of December 31, 2021 and March 31, 2021		–			–
Preferred Stock, par value $0.001, 85,000,000 shares authorized, 35,000,000 shares undesignated as of June 30, 2022 and March 31, 2022		–			–
Preferred Stock, Series C, par value $0.001, 30,000,000 shares designated, 30,000,000 shares issued and outstanding at December 31, 2021 and March 31, 2021, respectively		30,000			30,000
Preferred Stock, Series C, par value $0.001, 50,000,000 shares designated, 30,000,000 shares issued and outstanding as of June 30, 2022 and March 31, 2022, respectively		30,000			30,000
Common stock, par value $0.001, 6,000,000,000 shares authorized, 4,807,802,061 shares issued and outstanding at December 31, 2021 and March 31, 2021, respectively		4,807,802			4,807,802
Common stock, par value $0.001, 6,000,000,000 shares authorized, 5,332,802,061 and 4,807,802,061 shares issued and outstanding as of June 30, 2022 and March 31, 2022, respectively		5,332,802			4,807,802
Accumulated other comprehensive loss		~~(10~~2,~~873~~724	)		(132,~~411~~107	)
Accumulated deficit		(6,~~603~~750,~~005~~452	)		(6,~~508~~568,~~327~~493	)
Stockholders’ deficit		(1,~~776~~384,~~076~~926	)		(1,~~683~~732,~~936~~798	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	~~253~~1,~~969~~093,369		$	~~160~~188,~~642~~075

See accompanying notes to unaudited condensed consolidated financial statements.

KING RESOURCES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE ~~INCOME (~~LOSS)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~DECEMBER 31~~JUNE 30, ~~2021~~2022 AND ~~2020~~ 2021

(Currency expressed in United States Dollars (“US$”))

(Unaudited)


	Three months ended June 30,
	2022			2021

Revenue, net	$	159,317		$	–
Cost of revenue		(16,486	)		–

Gross profit		142,831			–

Operating expenses:
Research and development expenses		(62,611	)		(28,419	)
Sales and marketing expenses		(149,000	)		–
General and administrative expenses		(101,654	)		(23,565	)
Total operating expenses		(313,265	)		(51,984	)

Loss from operation		(170,434	)		(51,984	)

Other income (expense):
Government subsidy		3,059			–
Interest expense		(14,584	)		–
Total other income (expense)		(11,525	)		–

LOSS BEFORE INCOME TAXES		(181,959	)		(51,984	)

Income tax expense		–			–

NET LOSS		(181,959	)		(51,984	)

Other comprehensive income (loss):
– Foreign currency adjustment gain (loss)		4,831			(1,991	)

COMPREHENSIVE LOSS	$	(177,128	)	$	(53,975	)

Net loss per share – Basic and Diluted*
– Basic	$	(0.00	)	$	(0.00	)
– Diluted	$	(0.00	)	$	(0.00	)

Weighted average outstanding shares
– Basic		4,842,417,446			4,807,802,061
– Diluted		4,842,417,446			4,807,802,061

	Three Months ended December 31,						Nine Months ended December 31,
	2021			2020			2021			2020
Revenue, net	$	192,996		$	–		$	257,328		$	–
Cost of revenue		(184,272	)		–			(219,136	)		–
Gross profit		8,724			–			38,192			–
Operating expenses:
General and administrative expenses		(41,238	)		(22,914	)		(89,786	)		(57,394	)
Research and development expenses		(4,575	)		(21,966	)		(43,084	)		(73,678	)
Total operating expenses		(45,813	)		(44,880	)		(132,870	)		(131,072	)
Loss from operation		(37,089	)		(44,880	)		(94,678	)		(131,072	)
Other income:
Subsidy income		–			1,161			–			4,644
Total other income		–			1,161			–			4,644
LOSS BEFORE INCOME TAXES		(37,089	)		(43,719	)		(94,678	)		(126,428	)
Income tax expense		–			–			–			–
NET LOSS		(37,089	)		(43,719	)		(94,678	)		(126,428	)
Other comprehensive income (loss):
– Foreign currency adjustment gain (loss)		(239	)		(8,264	)		2,538			(8,865	)
COMPREHENSIVE LOSS	$	(37,328	)	$	(51,983	)	$	(92,140	)	$	(135,293	)
Net loss per share – Basic and Diluted*
– Basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
– Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average outstanding shares
– Basic		4,807,802,061			4,807,802,061			4,807,802,061			4,807,802,061
– Diluted#		7,807,802,061			7,807,802,061			7,807,802,061			7,807,802,061

*Less than $0.001

~~#Subject~~See toaccompanying ~~the~~notes ~~increase~~to inunaudited ~~authorized~~condensed ~~capital~~consolidated financial statements.

See accompanying notes to the condensed consolidated financial statements.

KING RESOURCES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2021 AND~~2022 ~~2020~~AND 2021

(Currency expressed in United States Dollars (“US$”))

(Unaudited)


	Three months ended June 30,
	2022			2021
Cash flows from operating activities:
Net loss	$	(181,959	)	$	(51,984	)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		10,276			9,550
Amortization		1,122			1,069
Non-cash lease expenses		845			361
Amortization of deferred financing cost		14,583			–

Change in operating assets and liabilities:
Inventories		(874	)		–
Deposit, prepayments and other receivables		(4,664	)		1,528
Accrued liabilities and other payables		226,086			(2,002	)
Accrued consulting and service fees		200,000			–
Right-of-use assets and lease liabilities		(9,478	)		(9,945	)

Net cash provided by (used in) operating activities		255,937			(51,423	)

Cash flows from financing activity:
Advances from related parties		134,848			32,683

Net cash provided by financing activity		134,848			32,683

Foreign currency translation adjustment		10,309			(1,342	)

Net change in cash and cash equivalents		401,094			(20,082	)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		14,864			42,463

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	415,958		$	22,381

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	–		$	–
Cash paid for interest	$	–		$	–

	Nine Months ended December 31,
	2021			2020
Cash flows from operating activities:
Net loss	$	(94,678	)	$	(126,428	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		28,623			19,089
Amortization		4,298			–
Non-cash lease expenses		1,432			2,562
Change in operating assets and liabilities:
Accounts receivable		(155,391	)		–
Prepayments and deposits		3,046			(25,426	)
Inventories		4,579			–
Accrued liabilities and other payables		(1,092	)		(2,806	)
Net cash used in operating activities		(209,183	)		(133,009	)
Cash flows from investing activities:
Addition of intangible assets		–			(13,164	)
Net cash used in investing activities		–			(13,164	)
Cash flows from financing activities:
Advances from related parties		215,939			192,723
Payments of lease liabilities		(30,812	)		(20,801	)
Net cash generated from financing activities		185,127			171,922
Foreign currency translation adjustment		2,538			(8,865	)
Net change in cash and cash equivalents		(21,518	)		16,884
BEGINNING OF PERIOD		42,463			17,604
END OF PERIOD	$	20,945		$	34,488
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	–		$	–
Cash paid for interest	$	–		$	–

See accompanying notes to unaudited condensed consolidated financial statements.

See accompanying notes to the condensed consolidated financial statements.

KING RESOURCES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~DECEMBER 31~~JUNE 30, ~~2021~~2022 AND ~~2020~~ 2021

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)


	Preferred stock Series C					Common stock					Accumulated other comprehensive income			Accumulated losses			Total stockholders’
		No. of Shares		Amount			No. of Shares		Amount		(loss)			losses			deficit
Balance as of April 1, 2021			30,000,000	$	30,000			4,807,802,061	$	4,807,802	$	(13,411	)	$	(6,508,327	)	$	(1,683,936	)

Foreign currency translation adjustment			–		–			–		–		(1,991	)		–			(1,991	)
Net loss for the period			–		–			–		–		–			(51,984	)		(51,984	)

Balance as of June 30, 2021			30,000,000	$	30,000			4,807,802,061	$	4,807,802	$	(15,402	)	$	(6,550,311	)	$	(1,737,911	)

	Preferred stock Series C				Common stock				Accumulated other comprehensive income			Accumulated			Total stockholders’
Balance as of April 1, 2022		30,000,000	$	30,000		4,807,802,061	$	4,807,802	$	(2,107	)	$	(6,568,493	)	$	(1,732,798	)
	No. of shares		Amount		No. of shares		Amount		(loss)			losses			deficit
Foreign currency translation adjustment		–		–		–		–		4,831			–			4,831
Balance as of April 1, 2019 (restated) #		30,000,000	$	30,000		4,807,802,061	$	4,807,802	$	323		$	(6,164,903	)	$	(1,326,778	)
Commitment shares issued for private placement		–		–		525,000,000		525,000		–			–			525,000
Foreign currency translation adjustment		–		–		–		–		(18,380	)		–			(18,380	)
Net loss for the period		–		–		–		–		–			(181,959	)		(181,959	)
Net loss for the period		–		–		–		–		–			(210,093	)		(210,093	)
Balance as of June 30, 2022		30,000,000	$	30,000		5,332,802,061	$	5,332,802	$	2,724		$	(6,750,452	)	$	(1,384,926	)
Balance as of March 31, 2020		30,000,000		30,000		4,807,802,061		4,807,802		(18,057	)		(6,374,996	)		(1,555,251	)
Foreign currency translation adjustment		–		–		–		–		(539	)		–			(539	)
Net loss for the period		–		–		–		–		–			(38,060	)		(38,060	)
Balance as of June 30, 2020		30,000,000	$	30,000		4,807,802,061	$	4,807,802	$	(18,596	)	$	(6,413,056	)	$	(1,593,850	)
Foreign currency translation adjustment		–		–		–		–		(62	)		–			(62	)
Net loss for the period		–		–		–		–		–			(44,649	)		(44,649	)
Balance as of September 30, 2020		30,000,000	$	30,000		4,807,802,061	$	4,807,802	$	(18,658	)	$	(6,457,705	)	$	(1,638,561	)
Foreign currency translation adjustment		–		–		–		–		(8,264	)		–			(8,264	)
Net loss for the period		–		–		–		–		–			(43,719	)		(43,719	)
Balance as of December 31, 2020		30,000,000	$	30,000		4,807,802,061	$	4,807,802	$	(26,922	)	$	(6,501,424	)	$	(1,690,544	)
Balance as of April 1, 2020		30,000,000	$	30,000		4,807,802,061	$	4,807,802	$	(18,057	)	$	(6,374,996	)	$	(1,555,251	)
Foreign currency translation adjustment		–		–		–		–		4,646			–			4,646
Net loss for the period		–		–		–		–		–			(133,331	)		(133,331	)
Balance as of March 31, 2021		30,000,000		30,000		4,807,802,061		4,807,802		(13,411	)		(6,508,327	)		(1,683,936	)
Foreign currency translation adjustment		–		–		–		–		(1,991	)		–			(1,991	)
Net loss for the period		–		–		–		–		–			(51,984	)		(51,984	)
Balance as of June 30, 2021		30,000,000		30,000		4,807,802,061		4,807,802		(15,402	)		(6,560,311	)		(1,737,911	)
Foreign currency translation adjustment		–		–		–		–		4,768			–			4,768
Net loss for the period		–		–		–		–		–			(5,605	)		(5,605	)
Balance as of September 30, 2021		30,000,000	$	30,000		4,807,802,061	$	4,807,802	$	(10,634	)	$	(6,565,916	)	$	(1,738,748	)
Foreign currency translation adjustment		–		–		–		–		(239	)		–			(239	)
Net loss for the period		–		–		–		–		–			(37,089	)		(37,089	)
Balance as of December 31, 2021		30,000,000	$	30,000		4,807,802,061	$	4,807,802	$	(10,873	)	$	(6,603,005	)	$	(1,776,076	)

#See ~~retrospectively~~accompanying ~~restated~~notes to ~~give~~unaudited ~~effect~~condensed toconsolidated financial ~~the merger~~statements.

See accompanying notes to the condensed consolidated financial statements.

KING RESOURCES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED ~~FINANCIAL~~ FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~DECEMBER 31~~JUNE 30, ~~2021~~2022 AND ~~2020~~ 2021

(Currency expressed in United States Dollars (“US$”), except for number of shares)

~~(Unaudited)~~NOTE –1 DESCRIPTION OF BUSINESS AND ORGANIZATION

~~NOTE~~King –Resources, 1Inc. ~~BASIS~~(the OF“Company”) ~~PRESENTATION~~was incorporated in the State of Delaware on September 8, 1995 under the name of ARXA International Energy, Inc. On June 4, 2001, the Company changed its name to King Resources, Inc. Currently, the Company through its subsidiaries, is engaged primarily in the development of smart power supply solutions and products in Hong Kong.

~~The~~On ~~accompanying~~December ~~unaudited~~15, ~~condensed consolidated~~2021, ~~financial~~the ~~statements~~Company ~~have~~consummated the ~~been~~Share ~~prepared~~Exchange byTransaction ~~management~~(the in“Share ~~accordance~~Exchange”) ~~with~~among ~~both~~Powertech ~~generally~~Management ~~accepted~~Limited ~~accounting principles in the United States~~ (“~~GAAP~~PML”), and ~~the~~its ~~instructions~~shareholders. The toCompany ~~Rule~~acquired ~~10-01~~all of ~~Regulation~~the ~~S-X.~~issued ~~Certain information~~ and ~~note disclosures~~outstanding ~~normally~~shares ~~included~~of inPML ~~audited~~from ~~financial~~PML’s ~~statements~~shareholders, ~~prepared~~ in ~~accordance~~exchange ~~with~~for ~~generally~~2,835,820,896 ~~accepted accounting principles~~shares ~~have~~of ~~been~~the ~~condensed~~issued orand ~~omitted~~outstanding ~~pursuant~~common tostock. ~~those~~On ~~rules~~January ~~and~~25, ~~regulations~~2022, ~~although~~ the Company ~~believes~~issued ~~that~~ the ~~disclosures~~shares ~~made~~to ~~are adequate~~PML’s toshareholders ~~make~~and completed the ~~information~~Share ~~not~~Exchange ~~misleading~~Transaction, PML became a 100% owned subsidiary of the Company.

InPrior to the ~~opinion~~Share ~~of management~~Exchange, the ~~consolidated balance~~Company ~~sheet~~was considered as ofa ~~March~~shell ~~31,~~company ~~2021~~due ~~which~~to ~~has~~its ~~been~~nominal ~~derived~~assets ~~from audited financial statements~~ and ~~these~~limited ~~unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented~~operation. The ~~results~~transaction ~~for~~was ~~the~~treated ~~period~~as ~~ended~~a ~~December~~recapitalization ~~31, 2021 are not necessarily indicative~~ of the ~~results to be expected for the entire fiscal year ending March 31, 2022 or for any future period~~Company.

~~These~~Upon ~~unaudited~~the ~~condensed~~Share ~~consolidated financial~~Exchange ~~statements~~between the Company and PML ~~notes~~on ~~thereto~~December ~~should~~15, be2021, ~~read~~the intransaction ~~conjunction~~is ~~with~~considered ~~the~~as ~~Management’s~~a ~~Discussion~~merger ~~and~~of ~~Analysis~~entities ~~and~~under common control of Mr. FU Wah, being the common director ~~audited~~and ~~financial~~shareholder ~~statements~~of both the Company and ~~notes~~PML. ~~thereto~~Under ~~Form~~the 10guidance in ASC 805 for transactions between entities under common control, the assets, ~~years~~liabilities ~~ended~~and ~~March~~results 31of operations, ~~2021~~are recognized at their carrying amounts on the date of the Share Exchange, which required retrospective combination of the Company and ~~2020~~PML for all periods presented.

NOTE – 2 ORGANIZATION AND BUSINESS BACKGROUND

King Resources, Inc. (the “Company”) was incorporated in the State of Delaware on September 8, 1995 under the name of ARXA International Energy, Inc. On June 4, 2001, the Company changed its name to King Resources, Inc. Currently, the Company through its subsidiaries, is engaged primarily in the development of smart power supply products in Hong Kong.

On December 15, 2021, the Company consummated the Share Exchange Transaction (the “Share Exchange”) among Powertech Management Limited (“PML”) and its shareholders. The Company acquired all of the issued and outstanding shares of PML from PML’s shareholders, in exchange for 2,835,820,896 shares of the issued and outstanding common stock. Upon completion of the Share Exchange Transaction, PML became a 100%-owned subsidiary of the Company.

Prior to the Share Exchange, the Company was considered as a shell company due to its nominal assets and limited operation. The transaction will be treated as a recapitalization of the Company.

Upon the Share Exchange between the Company and PML on December 15, 2021, the transaction is considered as a merger of entities under common control that Mr. FU Wah is the common director and shareholder of both the Company and PML. Under the guidance in ASC 805 for transactions between entities under common control, the assets, liabilities and results of operations, are recognized at their carrying amounts on the date of the Share Exchange, which required retrospective combination of the Company and PML for all periods presented.

Description of subsidiaries

Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Particulars of registered/paid up share capital	Effective interest held
Description of subsidiaries
Powertech Management Limited	British Virgin Islands	Investment holding	50,000 ordinary shares at par value of US$1	100%
Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Particulars of registered/paid up share capital	Effective interest held
Powertech Corporation Limited	Hong Kong	Provision of information technology services for the education industry	10,000 ordinary shares for HK$10,000	100%
Powertech Management Limited	British Virgin Islands	Investment holding	50,000 ordinary shares at par value of US$1		100%
Powertech Corporation Limited	Hong Kong	Provision of information technology services	10,000 ordinary shares for HK$10,000		100%

The Company and its subsidiaries are hereinafter referred to as (the “Company”).

5NOTE – 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~KING~~The ~~RESOURCES,~~accompanying ~~INC~~unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying unaudited condensed consolidated financial statements and notes.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

NOTE – 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.

Basis of presentation

These accompanying unaudited condensed consolidated ~~financial~~ financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

Use of estimates and assumptions

In preparing these unaudited condensed consolidated ~~financial~~ financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance ~~sheet~~ sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates in the period include the valuation and useful lives of intangible assets and deferred tax valuation allowance.

Basis of consolidation

The unaudited condensed consolidated financial ~~statements~~ statements include the accounts of KRFG and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

Segment reporting

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in unaudited condensed consolidated financial statements. For the three months ended June 30, 2022 and 2021, the Company operates in one reportable operating segment in Hong Kong.

Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Accounts receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of ~~December~~June 3130, ~~2021~~2022 and March 31, ~~2021~~2022, there was no allowance for doubtful accounts.

Inventories

Inventories are stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. Costs include material costs. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. As of ~~December~~June 3130, ~~2021~~2022 and March 31, ~~2021~~2022, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs.

Intangible assets

Intangible assets consist of trademarks and trade names. The intangible assets are stated at the purchase cost and are amortized based on their economic benefits expected to be realized and assessed for impairment annually. There was no impairment of intangible assets identified for the three months ended June 30, 2022 and 2021.

KING RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

Property and equipment

Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

Schedule of estimated useful lives

Schedule of estimated useful lives
		Expected useful lives
Office equipment		3 years
Furniture and fixtures		3 years
Computer equipment		3 years

		Expected useful lives
Office equipment		3 years
Furniture and fixtures		3 years
Computer equipment		3 years

Expenditures for repair and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

Depreciation expense for the three months ended December 31, 2021 and 2020 were $20 and $54, respectively.

Depreciation expense for the nine months ended December 31, 2021 and 2020 were $20 and $160, respectively.

Website development costs

The Company accounts for its website development costs in accordance with ASC 350-50, Website Development Costs. These costs, if any, are included in intangible assets in the accompanying unaudited condensed consolidated financial statements. Upgrades or enhancements that add functionality are capitalized while other costs during the operating stage are expensed as incurred. The Company amortizes the capitalized website development costs over an estimated useful life of five years.

Amortization expense for the three months ended December 31, 2021 and 2020 were $2,162 and $0, respectively.

Amortization expense for the nine months ended December 31, 2021 and 2020 were $4,298 and $0, respectively.

Impairment of long-lived assets

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as property and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the three months ended June 30, 2022 and 2021.

Revenue recognition

The Company adopted Accounting Standards Update (“"ASU”") No. 2014-09, “Revenue from Contracts with Customers” (Topic 606) (“ASU 2014-09”) using the full retrospective transition method. The Company's adoption of ASU 2014-09 did not have a material impact on the amount and timing of revenue recognized in its unaudited condensed consolidated financial statements.

Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

KING RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

·	identify the contract with a customer;
·	identify the performance obligations in the contract;
·	determine the transaction price;
·	allocate the transaction price to performance obligations in the contract; and
·	recognize revenue as the performance obligation is satisfied.

The Company’s services revenue is derived from performing the research and development and technology development for the customers under fixed-price contracts. On fixed-price contracts that are expected not more than one year in duration, revenue is recognized pursuant to the proportional performance method based upon the proportion of actual costs incurred to the total estimated costs for the contract. The Company receives the periodic progress payments.

Costs incurred in connection with the research and development, are included in cost of revenue. Product development costs charged to billable projects are recorded as cost of revenue, which consist primarily of costs associated with personnel, supplies and materials.

· Government ~~subsidies~~subsidy

A government subsidy is not recognized until there is reasonable assurance that: (a) the enterprise will comply with the conditions attached to the grant; and (b) the grant will be received. When the Company receives government subsidies but the conditions attached to the grants have not been fulfilled, such government subsidies are deferred and recorded under other payables and accrued expenses, and other long-term liability. The classification of short-term or long-term liabilities is depended on the management’s expectation of when the conditions attached to the grant can be fulfilled. For the ~~nine~~three months ended ~~December~~June 3130, ~~2021~~2022 and ~~2020~~2021, the Company received government subsidies of $03,059 and $~~4,644, which are recognized as subsidy income in the condensed consolidated statements of operations~~0.

Income taxes

The Company adopted the ASC 740 “Income ~~tax”~~ tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the unaudited condensed consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the ~~condensed~~unaudited condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Uncertain tax positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the ~~nine~~three months ended ~~December~~June 3130, ~~2021~~2022 and ~~2020~~2021.

Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

KING RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the unaudited condensed consolidated statement of operations.

The reporting currency of the Company is United States Dollar ("US$") and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintains its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance ~~sheet~~ sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.

Translation of amounts from HKD into US$ has ~~been~~ been made at the following exchange rates for the period ended ~~December~~June 3130, ~~2021~~2022 and ~~2020~~2021:

Schedule of translation rates

Schedule of translation rates
	June 30, 2022		June 30, 2021
Period-end HKD:US$ exchange rate		0.1274		0.1288
Annualized average HKD:US$ exchange rate		0.1275		0.1288

	December 31, 2021		December 31, 2020
Period-end HKD:US$ exchange rate		0.1284		0.1290
Period average HKD:US$ exchange rate		0.1287		0.1290

Comprehensive income

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying unaudited condensed consolidated statements of changes in stockholders’ equity, consists of changes in unrealized ~~gains~~ gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

Leases

~~The~~At ~~Company~~the ~~adopted~~inception ~~Topic~~of ~~842,~~an ~~“Leases”~~arrangement, ~~(“ASC~~the ~~842”),~~Company ~~using~~determines whether the ~~modified~~arrangement ~~retrospective~~is ~~approach~~or ~~through~~contains a ~~cumulative~~lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-~~effect~~of-use ~~adjustment~~assets, lease liabilities and ~~utilizing~~long-term lease liabilities. The Company has elected not to recognize on the ~~effective~~balance sheet leases with terms of one year or less. Operating lease liabilities and their ~~date~~corresponding right-of-use ~~January~~assets 1,are ~~2020~~recorded asbased ~~its~~on ~~date~~the present value of ~~initial~~lease ~~application,~~payments ~~with~~over ~~prior~~the ~~periods~~expected ~~unchanged~~remaining ~~and~~lease ~~presented~~term. inHowever, certain ~~accordance~~adjustments ~~with~~to the ~~previous~~right-of-use assets may be required for items such as prepaid or accrued lease payments. The interest rate ~~guidance~~implicit in ~~Topic~~lease ~~840~~contracts is typically not readily determinable. As a result, ~~Leases~~the ~~(“ASC~~Company ~~840”)~~utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

AtIn ~~the~~accordance ~~inception~~with ~~of an arrangement,~~ the ~~Company~~guidance ~~determines~~in ~~whether~~ASC ~~the~~Topic ~~arrangement~~842, iscomponents orof ~~contains~~ a lease ~~based~~should onbe ~~the~~split ~~unique~~into ~~facts~~three ~~and~~categories: ~~circumstances~~lease ~~present~~components (e.g. ~~Leases~~land, ~~with~~building, aetc.), ~~term greater~~non-lease ~~than~~components ~~one~~(e.g. ~~year~~common ~~are~~area ~~recognized~~maintenance, onconsumables, ~~the balance sheet as right-of-use (“ROU”~~etc.) ~~assets~~, ~~lease liabilities~~ and ~~long~~non-~~term~~components ~~lease liabilities~~(e. ~~The~~g. ~~Company~~property ~~has~~taxes, ~~elected~~insurance, ~~not~~etc.). ~~to recognize on~~ Subsequently, the ~~balance~~fixed ~~sheet leases with terms of one year or less. Operating lease liabilities~~ and ~~their corresponding right~~in-~~of-use~~substance ~~assets~~fixed ~~are~~contract ~~recorded~~consideration ~~based~~(including onany ~~the~~related ~~present value of lease payments over the expected remaining lease term. However, certain adjustments~~ to ~~the right~~non-~~of-use~~components) ~~asset~~must ~~may~~ be ~~required~~allocated ~~for~~based ~~items~~on ~~such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result,~~ the ~~Company utilizes its incremental borrowing rates, which are~~respective ~~the~~relative ~~rates~~fair ~~incurred~~values to ~~borrow on a collateralized basis over a similar term an amount equal to~~ the lease ~~payments~~components inand anon-lease ~~similar economic environment~~components.

InThe ~~accordance~~Company ~~with~~made the ~~guidance in ASC 842, components~~policy ofelection ato ~~lease~~not ~~should~~separate ~~be split into three categories:~~ lease ~~components~~and ~~(e.g. land, building, etc.),~~ non-lease components (e.g. ~~common~~Each ~~area maintenance,~~lease ~~consumables,~~component ~~etc.),~~ and ~~non-components (e.g. property taxes, insurance, etc.). Subsequently,~~ the ~~fixed and in-substance fixed contract consideration (including any~~ related to non-lease components) ~~must~~are beaccounted ~~allocated~~for ~~based on the respective relative fair values to the~~together ~~lease~~as ~~components~~a ~~and~~single ~~non-lease components~~component.

~~Lease~~· ~~expense~~Retirement isplan recognized on a straight-line basis over the lease terms. Lease expense includes amortization of the ROU assets and accretion of the lease liabilities. Amortization of ROU assets is calculated as the periodic lease cost less accretion of the lease liability. The amortized period for ROU assets is limited to the expected lease term.costs

Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service is provided.

KING RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

The Company has elected a practical expedient to combine the lease and non-lease components into a single lease component. The Company also elected the short-term lease measurement and recognition exemption and does not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less.

· Segment reporting

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in condensed consolidated financial statements. For the nine months ended December 31, 2021 and 2020, the Company operates in one reportable operating segment in Hong Kong.

Related parties

The Company follows the ASC 850-10, “Related Party” for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of of unaudited condensed consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from ~~that~~ that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitments and contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

10If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

KING RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments.

Recent accounting pronouncements

In September 2016, the Financial Accounting Standard Board (“FASB”) issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326)” (“ASU 2016-13”), which requires the immediate recognition of management’s estimates of current and expected credit losses. In November 2018, the FASB issued ASU 2018-19, which makes certain improvements to Topic 326. In April and May 2019, the FASB issued ASUs 2019-04 and 2019-05, respectively, which adds codification improvements and transition relief for Topic 326. In November 2019, the FASB issued ASU 2019-10, which delays the effective date of Topic 326 for Smaller Reporting Companies to interim and annual periods beginning after December 15, 2022, with early adoption permitted. In November 2019, the FASB issued ASU 2019-11, which makes improvements to certain areas of Topic 326. In February 2020, the FASB issued ASU 2020-02, which adds an SEC paragraph, pursuant to the issuance of SEC Staff Accounting Bulletin No. 119, to Topic 326. Topic 326 is effective for the Company for fiscal years and interim reporting periods within those years beginning after December 15, 2022. Early adoption is permitted for interim and annual periods beginning December 15, 2019. The Company is currently evaluating the potential impact of adopting this guidance on the condensed consolidated financial statements.

KING RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

On January 1, 2020, the Company adopted ASU No. 2017-04, “Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the requirement to calculate the implied fair value of goodwill, but rather requires an entity to record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. Adoption of this ASU did not have a material effect on the condensed consolidated financial statements.

On January 1, 2020, the Company adopted ASU No. 2018-13, “Fair Value Measurements (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement”. The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820. Adoption of this ASU did not have a material effect on the condensed consolidated financial statements.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

NOTE – 43 GOING CONCERN UNCERTAINTIES

The accompanying unaudited condensed consolidated ~~financial~~ financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company incurred a recurring loss from ~~prior~~ prior years and suffered from an accumulated deficit of $6,~~603~~750,~~005~~452 as at ~~December~~June 3130, ~~2021~~2022. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business.

The continuation of the Company as a going concern in the next twelve months is dependent upon the continued financial support from its stockholders. ~~Management~~The ~~believes the~~ Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.11

~~NOTE –~~These 5and ~~AMOUNTS~~other ~~DUE~~factors TOraise ~~RELATED~~substantial doubt ~~PARTIES~~about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

AsNOTE of– ~~December~~4 ~~31,~~PROPERTY ~~2021~~AND ~~and March 31~~EQUIPMENT, 2021, the amount due to related parties represented the temporary advances from the related companies controlled by the shareholder, which were unsecured, interest-free with no fixed term of repayment.NET

~~NOTE –~~Property 6and ~~LEASE~~equipment consisted of the following:

As of December 31, 2021, the Company entered into one workshop under operating lease with a lease term of 2 years, commencing from February 22, 2020.

Schedule of property and equipment
	June 30,			March 31,
	2022			2022

Office equipment	$	15,706		$	15,779
Furniture and fixtures		12,037			12,123
Computer equipment		24,783			24,961
Foreign translation difference		(107	)		(337	)
		52,419			52,526
Less: accumulated depreciation		(47,778	)		(47,659	)
Less: foreign translation difference		95			341
	$	4,736		$	5,208

Depreciation expense for the three months ended June 30, 2022 and 2021 were $460 and $0, respectively.

NOTE – 5 INTANGIBLE ASSETS, NET

As of June 30, 2022 and 2021, intangible assets consisted of the following:

Schedule of intangible assets
	Useful life	June 30, 2022			March 31, 2022
At cost:
Website development cost	5 years	$	21,200		$	21,352
Trademarks	10 years		2,552			2,552
Less: accumulated amortization			(5,405	)		(4,308	)
Foreign translation adjustment			(40	)		(127	)
		$	18,307		$	19,469

Amortization of intangible assets for the three months ended June 30, 2022 and 2021 were $1,122 and $1,069, respectively.

As of June 30, 2022, the estimated amortization expense for intangible assets for each of the succeeding five years and thereafter is as follows:


Year ending June 30:	Amount
2023	$	4,486
2024		4,486
2025		4,486
2026		3,428
2027		255
Thereafter		1,166
Total	$	18,307

NOTE – 6 AMOUNTS DUE TO RELATED PARTIES

The amounts represented temporary advances for working capital purpose. The amounts are from the Company’s shareholders and their controlling companies, which were unsecured, interest-free with no fixed term of repayment. The related parties balance was $1,814,530 and $1,683,063, as of June 30, 2022 and March 31, 2022, respectively.

NOTE –7 LEASE

As of June 30, 2022, the Company entered into an operating lease with a lease term of 2 years, commencing from February 22, 2022.

Right of use assets and lease liability – right of use are as follows:

Lease information	~~December 31, 2021~~		~~March 31, 2021~~
Right-of-use assets	$	3,175	$	31,798
	June 30,		March 31,
	2022		2022
Right-of-use assets	$	62,165	$	72,129

The lease liability – right of use is as follows:

	December 31, 2021		March 31, 2021
	June 30, 2022		March 31, 2022
Current portion	$	339,~~325~~091	$	3238,~~705~~697
Non-current portion		23,700		33,721
Total	$	62,791	$	72,418

The weighted average discount rate for the operating lease is 5%.

As of ~~December~~June 3130, ~~2021~~2022, the operating lease payment of $339,~~325~~091 will bemature ~~matured~~ in the next 12 months.

12NOTE – 8 STOCKHOLDERS’ DEFICIT

KING RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

NOTE –7 STOCKHOLDERS’ DEFICIT

The Company is authorized to issue two classes of capital stock, up to 6,085,000,000 shares.

The Company is authorized to issue 85,000,000 shares of preferred stock, with a par value of $0.001. The Company has one class of Preferred Stock designated with 50,000,000 shares authorized as Series C Preferred Stock, with a par value of $0.001 per share.

The Company is authorized to issue 6,000,000,000 shares of common stock, with a par value of $0.001.

~~Preferred Stock~~ Series C Preferred Stock

The Company has designated 3050,000,000 shares of ~~Preferred Stock~~ Series C Preferred Stock. Each one share of Series C Convertible Preferred Stock converts into 100 shares of common stock of the Company at the election of the holder, subject to equitable adjustments.

As of ~~December~~June 3130, ~~2021~~2022 and March 31, ~~2021~~2022, the ~~Company~~ Company had 30,000,000 shares of Series C Preferred Stock issued and outstanding.

Common Stock

~~The~~On ~~Company~~June ~~had 1~~24,~~971,981,165~~ ~~shares of common stock~~2022, ~~prior to~~ the ~~merger~~Company ~~with~~issued ~~PML. Subsequently~~525, ~~on December 15~~000, ~~2021, the Company consummated the Share Exchange Transaction among~~000 ~~PML~~shares ~~and~~of its ~~shareholders.~~common ~~The~~stock ~~Company~~as ~~acquired~~Commitment ~~all~~Shares ofto ~~the~~Williamsburg ~~issued~~Venture ~~and outstanding shares of PML from PML’s shareholders~~Holdings, inLLC ~~exchange for~~(the 2“Investor”),~~835,820,896~~ ~~shares~~under ofan ~~the~~Equity ~~issued~~Purchase Agreement ~~and~~dated ~~outstanding~~June ~~common~~21, ~~stock.~~2022 ~~Upon completion of~~ (the ~~Share Exchange Transaction~~“Agreement”), ~~PML~~in ~~became~~consideration afor ~~100% owned subsidiary of~~ the ~~Company.~~Investor’s ~~All~~execution ~~share numbers in these condensed consolidated financial statements~~ and ~~footnotes~~delivery ~~have~~of, ~~been retrospectively~~and ~~restated~~performance tounder ~~give effect to~~ the ~~merger~~Agreement, aswhich ifwas ~~the~~deferred ~~merger~~to ~~had~~be ~~taken~~amortized ~~place~~over at the ~~beginning~~financing ~~of the earliest date presented.~~period

As of ~~December~~June 3130, ~~2021~~2022 and March 31, ~~2021~~2022, the ~~Company~~ Company had 4a total of 5,~~807~~332,802,061 shares and 4,807,802,061 shares of common stock issued and outstanding, respectively.

NOTE – 89 ~~INCOME~~NET ~~TAX~~LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per share for the three months ended June 30, 2022 and 2021:


	Three months ended June 30,
	2022			2021

Net loss attributable to common shareholders	$	(181,959	)	$	(51,984	)

Weighted average common shares outstanding:
– Basic		4,842,417,446			4,807,802,061
– Diluted		4,842,417,446			4,807,802,061

Net (loss) income per share:
– Basic	$	(0.00	)	$	0.00
– Diluted	$	(0.00	)	$	0.00

____________________

^# Less than $0.001

For the three months ended June 30, 2022 and 2021, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company’s net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive.

NOTE – 10 INCOME TAX

For the three months ended June 30, 2022 and 2021, the local (“United States of America”) and foreign components of income (loss) before income taxes were comprised of the following:


	Three months ended June 30,
	2022			2021
Tax jurisdiction from:
- Local	$	(70,558	)	$	–
- Foreign, including
British Virgin Islands		(200,151	)		–
Hong Kong		88,750			(51,984	)

Loss before income taxes	$	(181,959	)	$	(51,984	)

The provision for income taxes consisted of the following:

	Nine months ended December 31,
Provision for income taxes
	2021		2020
	Three months ended June 30,
Current tax	$	–	$	–
	2022		2021
Deferred tax		–		–
Current tax:
- Local	$	–	$	–
- Foreign		–		–
Deferred tax
- Local		–		–
- Foreign		–		–
Income tax expense	$	–	$	–

KING RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2021 AND 2020

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company mainly operates in Hong Kong that is subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

KRFG is registered in the State of Delaware and is subject to UStax ~~federal~~laws ~~corporate~~of ~~income~~the ~~tax~~United States of America. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate ~~tax~~ tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented. Deferred tax asset is not provided for as the tax losses may not be able to carry forward after a change in substantial ownership of the Company.

For the three months ended June 30, 2022 and 2021, there were no operating income in the U.S. tax regime.

BVI

Under the current BVI law, the Company is not subject to tax on income.

Hong Kong

The Company’s subsidiary operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current ~~year,~~period after deducting a tax concession for the tax year. The reconciliation of income tax rate to the effective income tax rate for the ~~nine~~three months ended ~~December~~June 3130, ~~2021~~2022 and ~~2020~~2021 is as follows:

	Nine months ended December 31,
Reconciliation of tax effective rate
	2021			2020
	Three months ended June 30,
Loss before income taxes	$	(94,678	)	$	(126,428	)
	2022			2021
Income (Loss) before income taxes	$	88,750		$	(51,984	)
Statutory income tax rate		16.5%			16.5%
Income tax expense at statutory rate		~~(15~~14,~~622~~644	)		(208,~~861~~577	)
Net operating loss		15,622			20,861
Tax effect of non-deductible items		261			23
Income tax expense	$	–		$	–
Tax effect of non-taxable items		(586	)		(363	)
Net operating income (loss)		14,319			(8,917	)
Tax effect of tax loss utilized		(14,319	)		8,917
Income tax expense (benefit)	$	–		$	–

~~The following table sets forth the significant components of the deferred tax assets and liabilities of the Company as of December 31, 2021 and March 31, 2021:~~15

	December 31, 2021			March 31, 2021
Deferred tax assets:
Net operating loss carryforwards	$	291,729		$	276,107
Less: valuation allowance		(291,729	)		(276,107	)
Deferred tax assets, net	$	–		$	–

The following table sets forth the significant components of the deferred tax assets and liabilities of the Company as of June 30, 2022 and March 31, 2022:

Schedule of deferred income taxes
	June 30,			March 31,
	2022			2022

Deferred tax assets:
Net operating loss carryforward, from
US tax regime	$	52,571		$	37,754
Hong Kong tax regime		244,419			256,470
Less: valuation allowance		(296,990	)		(294,224	)
Deferred tax assets, net	$	–		$	–

~~KING~~As ~~RESOURCES~~of June 30, ~~INC~~2022, the operations in the United States of America incurred $250,340 of cumulative net operating losses which can be carried forward indefinitely to offset future taxable income. The Company has provided for a full valuation allowance against the deferred tax assets of $52,571 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

~~NOTES~~As TOof ~~CONDENSED~~June ~~CONSOLIDATED~~30, ~~FINANCIAL~~2022, ~~STATEMENTS~~the operations in Hong Kong incurred $1,481,326 of cumulative net operating losses which can be carried forward to offset future taxable income. There is no expiry in net operating loss carryforwards under Hong Kong tax regime. the Company has provided for a full valuation allowance against the deferred tax assets of $244,419 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

~~FOR~~The ~~THE~~Company ~~THREE~~filed ~~AND~~income ~~NINE~~tax ~~MONTHS~~returns ~~ENDED~~in ~~DECEMBER~~the United 31States federal tax jurisdiction and the Delaware state tax jurisdiction. Since the Company is in a loss carryforward position, ~~2021~~it ~~AND~~is ~~2020~~generally subject to examination by federal and state tax authority for all tax years in which a loss carryforward is available.

~~(Currency~~NOTE ~~expressed~~– in10 ~~United~~RELATED ~~States~~PARTY ~~Dollars (“US$”), except for number of shares)~~TRANSACTIONS

(Unaudited)

NOTE – 9 RELATED PARTY TRANSACTIONS

From time to time, the Company’s related companies and director advanced working capital funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and had no fixed terms of repayment.

Apart from the transactions and balances detailed elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material ~~related~~ related party transactions during the periods presented.

NOTE – 1011 CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the ~~nine~~three months ended ~~December~~June 3130, ~~2021~~2022, there iswas a customer exceeding 10% of the Company’s revenue. This customer is located in the Hong Kong, and accounted for 100% of the Company’s revenue amounting to $~~257~~159,~~328~~317 with $~~154,107~~0 accounts receivable at ~~December~~June 3130, ~~2021~~2022.

For the ~~nine~~three months ended ~~December~~June 3130, ~~2020~~2021, there were is no single ~~customer~~ customers exceeding 10% of the Company’s revenue.

~~All of the Company’s customers are located in the PRC.~~16

(b) Major ~~Economic and political risk~~vendors

For the three months ended June 30, 2022 and 2021, there were no single vendors exceeding 10% of the Company’s cost of revenue.

The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.

(cd) Exchange rate risk

The Company cannot guarantee that the current exchange rate will remain steady; therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

(de) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.

~~(e)~~NOTE ~~Risk~~– ~~from~~12 ~~Coronavirus~~COMMITMENTS ~~(“COVID-19”)~~AND CONTINGENCIES

~~The~~As ~~ongoing outbreak~~ of ~~the~~June ~~novel coronavirus (COVID-19) has spread rapidly to many parts of the world. In March 2020~~30, ~~the World Health Organization declared the COVID-19 as a pandemic. The pandemic has resulted in quarantines~~2022, ~~travel restrictions, and~~ the ~~temporary closure of stores and business facilities in Hong Kong from February to mid-March 2020. All of the~~ Company’s ~~business~~is ~~operations and the workforce are concentrated in Hong Kong, so the~~committed ~~Company closed offices and implemented work-from-home policy during that period. Due~~ to the ~~nature~~below ofcontractual ~~the Company’s business, the impact of the closure on the operational capabilities was not significant~~arrangement. However, the Company’s customers were negatively impacted by the pandemic and reduce their budgets on investments. Potential impact to the Company’s results of operations for 2021 will also depend on economic impact due to the pandemic and if any future resurgence of the virus globally, which are beyond the Company’s control. There is no guarantee that the Company’s revenues will grow or remain at a similar level year over the next year.

15On June 21, 2022, the Company entered into an Equity Purchase Agreement with Williamsburg Venture Holdings, LLC (“Investor”), a Nevada limited liability company, pursuant to which the Investor has committed to invest up to Twenty Million Dollars ($20,000,000) in the Company’s common stock over a 36-month period in accordance with the terms and conditions of that certain Equity Purchase Agreement dated June 21, 2022. During the term, the Company shall be entitled to put to the Investor, and the Investor shall be obligated to purchase, such number of shares of the Company’s common stock and at such prices as are determined in accordance with the Equity Purchase Agreement. The per share purchase price for the Williamsburg Put Shares will be equal to 88% of the lowest traded price of the Common Stock on the principal market during the five (5) consecutive trading days immediately preceding the date which Williamsburg received the Williamsburg Put Shares as DWAC Shares in its brokerage account (as reported by Bloomberg Finance L.P., Quotestream, or other reputable source). In connection with the Equity Purchase Agreement, both parties also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company agreed to register with the SEC the common stock issuable under the Equity Purchase Agreement, among other securities. As of June 30,2022, the remaining balance for Equity Purchase from the Investor was $20,000,000.

~~KING~~NOTE ~~RESOURCES,~~– ~~INC.~~13 SUBSEQUENT EVENTS

~~NOTES~~In TOaccordance ~~CONDENSED~~with ~~CONSOLIDATED~~ASC ~~FINANCIAL~~Topic ~~STATEMENTS~~855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2022, up through the date the Company issued the unaudited condensed consolidated financial statements. The Company had no material recognizable subsequent events since June 30, 2022.

~~FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2021 AND 2020~~17

~~(Currency~~ITEM ~~expressed~~2. inManagement's Discussion ~~United~~and ~~States~~Analysis ~~Dollars (“US$”),~~of ~~except~~Financial ~~for~~Condition ~~number~~and Results of ~~shares)~~Operations.

~~(Unaudited)~~The following discussion and analysis of our Company’s financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in the report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors. See “Cautionary Note Concerning Forward-Looking Statements” on page ii.

~~NOTE~~Unless –otherwise 11noted, ~~COMMITMENTS~~all ~~AND~~currency ~~CONTINGENCIES~~figures quoted as “U.S. dollars”, “dollars” or “$” refer to the legal currency of the United States. Throughout this report, assets and liabilities of the Company’s subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

AsOur ~~of December 31, 2021, the Company has no material commitments or contingencies.~~Mission

~~NOTE~~Our mission is to create value –for 12our ~~SUBSEQUENT~~shareholders ~~EVENTS~~through innovative solutions and products with Technologies, Lifestyle, and Green elements.

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2021, up through April 25, 2022, the Company issued the unaudited condensed consolidated financial statements. The Company had the following material recognizable subsequent event:Overview

OnRecent ~~December~~development ~~15, 2021, the Company consummated the Share Exchange Transaction (the “Share Exchange”) among Powertech Management Limited (“PML”) and its shareholders. The Company acquired all~~ of the issued and outstanding shares of PML from PML’s shareholders, in exchange for 2,835,820,896 shares of the issued and outstanding common stock. On January 25, 2022, the company issued the shares to PML’s shareholders and completed of the Share Exchange Transaction, PML became a 100%-owned subsidiary of the Company.

16On October 25, 2021, Caren Currier entered into a Stock Purchase Agreement with Dr. Lee Ying Chiu Herbert (“Dr. Lee”) pursuant to which Ms. Currier agreed to sell to Dr. Lee all 30 million shares of Series C Preferred Stock of the Company held by her for aggregate consideration of Four Hundred Ten Thousand Dollars ($410,000). This transaction consummated on November 10, 2021. In connection with the acquisition, Ms. Currier resigned from all her positions with the Company and the following persons were appointed to serve in the positions set forth next to their names:

~~Item~~Name 2.Position ~~Management’s~~FU ~~Discussion~~Wah ~~and~~Chief ~~Analysis~~Executive ofOfficer, ~~Financial~~Secretary, ~~Condition~~Director ~~and~~LAU ~~Results~~Ping ofKee ~~Operations.~~Chief Financial Officer, Director

~~King~~Acquisition ~~Resources,~~of ~~Inc. is a holding company that, through its subsidiaries, is engaged primarily in Hong Kong.~~Powertech

WeOn ~~are~~December a15, ~~development~~2021, ~~stage~~we acquired ~~company~~50,000 ~~and~~shares ~~reported~~of Powertech Management Limited, a ~~net~~limited ~~loss~~liability company organized under the laws of ~~$94,678~~the ~~and~~British ~~$126~~Virgin Islands (“Powertech”),~~428~~ representing ~~for~~all ~~the~~of ~~nine~~its ~~months~~issued ~~ended~~and ~~December~~outstanding 31securities, ~~2021~~from its shareholders Silver Bloom Properties Limited and ~~2020~~FU Wah in exchange for 2,835,820,896 ~~respectively~~shares of our Common Stock (“Share Exchange”). WeIn ~~had~~connection ~~current assets~~with ofthe ~~$233~~acquisition,~~401~~ each of Silver Bloom Properties Limited and ~~current~~FU ~~liabilities~~Wah ofreceived $2,~~030~~126,~~045~~865,672 asand 708,955,224 shares of ~~December~~our 31Common Stock, ~~2021~~respectively. AsPowertech ofoperates ~~December~~its smart ~~31,~~power ~~2020~~supply business through its wholly owned subsidiary Powertech Corporation Limited, ~~our~~a ~~current~~limited ~~assets~~liability ~~and~~company ~~current~~organized under ~~liabilities~~the ~~were~~laws ~~$107~~of Hong Kong. The Company relied on the exemption from registration pursuant to Section 4(2) of,~~492~~ and ~~$1,844,578,~~Regulation ~~respectively~~D and/or Regulation S promulgated under the Act in selling the Company’s securities to the shareholders of Powertech.

WePrior ~~have~~to ~~prepared~~the ~~our~~Share ~~consolidated~~Exchange, ~~financial statements for~~ the ~~nine~~Company ~~months~~was ~~ended~~considered ~~December 31, 2021 and 2020 assuming that we will continue~~ as a ~~going~~shell ~~concern.~~company ~~Our~~due ~~continuation as~~to aits ~~going~~nominal ~~concern~~assets ~~is dependent upon improving our profitability~~ and ~~the~~limited ~~continuing~~operation. ~~financial~~The ~~support~~transaction ~~from~~was ~~our~~treated ~~stockholders.~~as ~~Our~~a ~~sources~~recapitalization of ~~capital in~~ the ~~past have included the sale of equity securities, which include common stock sold in private transactions and public offerings, capital leases and short-term and long-term debts~~Company.

~~Results~~The Share Exchange between the Company and Powertech on December 15, 2021 is deemed a merger of ~~Operations~~entities under common control for which FU Wah is the common director and shareholder of both the Company and Powertech. Under the guidance in ASC 805 for transactions between entities under common control, the assets, liabilities and results of operations, are recognized at their carrying amounts on the date of the Share Exchange, which required the retrospective combination of the Company and Powertech for all periods presented.

~~Three and Nine Months Ended December 31, 2021 Compared to the Three and Nine Months Ended December 31, 2020~~18

~~The~~On ~~following~~June ~~table~~27, ~~sets~~2022, ~~forth selected~~the ~~financial~~board ~~information~~of ~~from~~directors ~~our~~of ~~consolidated~~King Resources, ~~statements~~Inc., ofa ~~operations~~Delaware corporation, and ~~comprehensive~~certain ~~loss~~stockholders ~~for~~holding a majority of the ~~three~~voting ~~months~~rights ~~ended~~of ~~December~~our common stock approved ~~31,~~by ~~2021~~written ~~and~~consent ~~2020~~in lieu of a special meeting the taking of all steps necessary to effect the following corporate actions:

		Three months ended December 31,
	1.	Amend the Company’s Certificate of Incorporation filed with the Delaware Secretary of State (the “Certificate of Incorporation”) to change the Company’s name to OneSolution Technology Inc.;
		2021			2020
	2	Amend the Company’s Certificate of Incorporation to increase the authorized capital stock from 6,085,000,000, consisting of 6,000,000,000 shares of common stock, par value $0.001, and 85,000,000 shares of preferred stock, to 36,100,000,000 consisting of 36,000,000,000 shares of common stock, par value $0.001, and 100,000,000 shares of preferred stock, par value $0.001;
Revenue		$	192,996		$	–
	3.	Elect not to be governed by Section 203 of the Delaware General Corporation Law; and
Cost of revenue			(184,272	)		–
	4.	Adopt the Amended and Restated Certificate of Incorporation for the purpose of consolidating the amendments to the Company’s Certificate of Incorporation and to conform the par values of the preferred stock.
Gross profit			8,724			–
General and administrative expenses			(41,238	)		(22,914	)
Research and development expenses			(4,575	)		(21,966	)
Loss from operation			(37,089	)		(44,880	)
Other income, net			–			1,161
Income tax expense			–			–
NET LOSS		$	(37,089	)	$	(43,719	)

~~Revenue.~~ We ~~generated~~expect ~~revenues~~that ofsuch ~~$192,996 and~~corporate $0actions ~~for~~to ~~the~~become ~~three~~effective ~~months~~on ~~ended~~the ~~December~~later to ~~31,~~occur ~~2021~~of: ~~and~~(i) ~~2020.~~the Wedate ~~commercialized~~on which the ~~know-how~~Corporate ~~technology~~Actions ~~service~~are toapproved by the ~~market~~Financial ~~from~~Industry ~~September~~Regulatory Authority; or (ii) no earlier ~~2021~~than August 22, 2022.

~~For~~Our ~~the~~Organization ~~three months ended December 31, 2021, the following customers accounted for 10% or more of our total net revenues:~~Structure

Customer name	Three months ended December 31, 2021				December 31, 2021
	Revenues		Percentage of revenues		Trade accounts receivable
TLD Optoelectronic Technology Company Limited	$	192,996		100%	$	154,107

King Resources, Inc. is a holding company, through its subsidiaries, engaged primarily in the development of smart power conversion solutions and products. We operate our business through our wholly owned subsidiary Powertech Corporation Limited (“Powertech Corp”). Powertech Corp commenced operation in Hong Kong on January 21, 2015 and sold our products primarily in Asia.

17Our corporate organization chart is as below:

~~For~~We currently provide solutions for other companies who are in the ~~three~~fields ~~months~~of ~~ended~~developing ~~December~~high 31power, ~~2020,~~high voltage power supply and wireless charging technologies. We intend ~~there~~to ~~were~~launch nothe ~~customers~~trial sales of our 65W AC-DC Type C PD chargers in the next quarter.

~~Cost~~We ofare ~~Revenue.~~currently ~~Cost~~at the market introduction phase as we are preparing to launch our first batch of ~~revenue~~smart ~~for~~chargers to the market. For the three months ended ~~December~~June 3130, 2022 ~~2021~~ and ~~2020~~2021, ~~was~~we reported a net loss of $~~184~~181,~~272~~959 and $051,984, respectively. WeAs ~~commercialized~~of ~~our~~June ~~know-how~~30, ~~technology~~2022, ~~service~~we ~~to the~~had ~~market~~current ~~from~~assets ~~September~~of ~~2021~~$1,008,161 and ~~which~~current ~~mainly~~liabilities ~~consisted~~of $2,454,595. As of ~~direct~~March ~~staff~~31, ~~cost~~2022, we had current assets of $91,269 and ~~material~~current ~~supplies~~liabilities of $1,887,152.

~~For the three months ended December 31, 2021, there were no vendors who accounted for 10% or more of our total net cost of revenue.~~19

~~For~~Our ~~the three months ended December 31, 2020, there were no vendors.~~Business

~~Gross Profit.~~ We ~~achieved~~currently aoperate ~~gross~~in ~~profit~~Hong Kong, and we seek to expand distribution of $8our products to Asia Pacific (“APAC”),~~724~~ Europe, Middle East and $0Africa ~~for~~(“EMEA”) and ~~the~~USA ~~three~~markets ~~months~~as ~~ended~~opportunities ~~December~~permit. 31Our products are currently manufactured in China on a purchase order basis. As our distribution increases, ~~2021~~we expect to sub-contract our products elsewhere in Asia as pricing and ~~2020,~~logistics ~~respectively~~dictate. We have no intention of expanding operations or our physical presence into China at this time.

WeWith ~~commercialized~~the explosive growth of consumer electronic products, the ~~know-how~~demands ~~technology~~of ~~service~~both the size and the weight of brilliant electronic products are increasingly high, including the power charger. However, the conventional power topology scheme and power components, such as MOSFET, Driver, magnetic core materials, etc., cannot meet the need to size down the ~~market~~development ~~from~~of ~~September~~power ~~2021~~supplies. We believe our new proprietary power conservation technology will allow us to develop products meeting the demand of smaller sized, high power density products.

~~General~~We are committed to the development of applications as well as research and ~~Administrative~~development ~~Expenses~~of ~~(“G&A”)~~smart new power conversion technologies. In recent years, with the significant Weincrease ~~incurred~~in ~~G&A~~demand ~~expenses~~for ofsmall ~~$41~~power chargers,~~238~~ energy efficiency and ~~$22,914~~power ~~for~~density have become the ~~three~~focus ~~months~~of ~~ended~~the ~~December~~markets. ~~31,~~There ~~2021~~is an increasing demand of modern electronic product consumers to push for DC/DC and ~~2020,~~AC/DC ~~respectively~~power chargers with more efficient energy consumption and higher power density. The ~~increase in~~main ~~G&A~~purpose isof ~~primarily~~the ~~attributable~~power charger is to reduce the energy loss and increase the switching frequency of the converter, in ~~staff~~order ~~cost~~to manufacture a high-efficiency, energy-saving, and ~~operating~~high-power ~~expenses~~density converter.

~~Research~~The ~~and~~range ~~Development~~of ~~Expenses~~operating ~~(“R&D”)~~frequency for most power chargers currently in the market is about 10-1000KHz. Our power chargers are designed for isolated converters with operating Wefrequencies ~~incurred~~in ~~R&D~~the ~~expenses~~range of ~~$4,575~~1-30MHz. ~~and~~We ~~$21,966~~have ~~for~~merged the ~~three~~core ~~months~~planar ~~ended~~transformers ~~December~~with ~~31,~~a ~~2021~~power ~~and~~range ~~2020~~of 5-240W, ~~respectively.~~so ~~The~~the ~~decrease~~power incharger frequency ~~R&D~~is ~~expenses~~about is500 ~~primarily~~times ~~attributable~~of tothe other power charger frequency in the ~~allocation~~market. In order to ~~direct~~further ~~staff~~improve ~~cost~~the ~~associated~~energy efficiency of the converter, we incorporated high-end power conversion technology with ~~R&D~~new ~~support~~material ~~being~~equipment ~~rendered~~into inthe ~~revenue~~design thereby improving energy efficiency by ~~generating~~about ~~activities~~8-10% as compared to other similar devices.

~~Other~~Products ~~Income, net. We generated other income of $0~~ and ~~$1,161 for the three months ended December 31, 2021 and 2020, respectively. The amount in December 31, 2020 is derived from the government subsidies.~~Services

~~Income~~Currently, ~~Tax~~all ~~Expense~~of our revenues are derived from solution services that we provide to other companies. ~~Our~~We ~~income~~are ~~tax~~currently ~~expenses~~preparing trial sales of our 65W AC-DC Type C ~~for~~PD ~~the~~chargers, ~~nine~~USB-C ~~months~~multiport ~~ended~~hub, ~~December~~USB-C 31mini hub, ~~2021~~65W power bank with 30,000mAh and ~~2020~~other ~~were~~accessories $0through our online store and distribution channel.

~~The~~We ~~following~~intend ~~table~~to ~~sets~~offer ~~forth selected~~three ~~financial information from our consolidated statements of operations and comprehensive loss for the nine months ended December~~ultra-small ~~31,~~power ~~2021~~supply ~~and~~products ~~2020~~as follows:

	Nine months ended December 31,
Product	Status/Anticipated Launch Date
	2021			2020
65W AC-DC Type C PD charger product	Product currently pre-sale on Company’s online store. Expect to distribute our products to the chain stores by early 2023
Revenue	$	257,328		$	–
45W AC-DC dual-port Type C PD charger model product 65W AC-DC dual-port Type C PD charger model product	Anticipate to launch with mobile and tablet makers by early 2023
Cost of revenue		(219,136	)		–
120W AC-DC Multi-Charging outputs charger product	Anticipate to sale, distribute and launch with high power computer and notebook manufacturers by 2023.
Gross profit		38,192			–
General and administrative expenses		(89,786	)		(57,394	)
Research and development expenses		(43,084	)		(73,678	)
Loss from operation		(94,678	)		(131,072	)
Other income, net		–			4,644
Income tax expense		–			–
NET LOSS	$	(94,678	)	$	(126,428	)

18We expect these products will become one of the world’s smallest smart power supply products.

~~Revenue.~~The Wefollowing ~~generated~~are ~~revenues~~the characteristics of ~~$257,328 and~~our $0power ~~for the nine months ended December 31, 2021 and 2020. We commercialized the know-how technology service to the market from September 2021.~~chargers:

~~For~~· ~~the~~Power ~~nine~~AC-DC ~~months~~charger ~~ended~~with ~~December~~high-end ~~31,~~power ~~2021,~~conversion technology · Uses ultra-high pulse width modulation frequency · Intelligent voltage and current detection algorithm · Digital power factor correction algorithm with high frequency switching program · Energy efficiency meets US Class 6 AC-DC power charger standard · In-house developed innovative driver and controller that can solve the ~~following~~ ~~customers~~problem ~~accounted~~of ~~for~~ultra-high 10switching frequency · In-house developed PCBA heat dissipation solution · In-house developed circuits that can solve dependency problems · Power efficiency reaching 94% or· ~~more~~In-house ofdeveloped ~~our~~compact ~~total~~power ~~net~~transformer ~~revenues:~~· Environmental design, miniaturized equipment size, reducing plastic material consumption up to 50%

Customer name	Nine months ended December 31, 2021				December 31, 2021
	Revenues		Percentage of revenues		Trade accounts receivable
TLD Optoelectronic Technology Company Limited	$	257,328		100%	$	154,107

~~For~~Future ~~the~~IoT ~~nine~~Technology ~~months~~and ~~ended~~Lifestyle ~~December~~Products – ~~31,~~The ~~2020,~~Smart ~~there were~~Home ~~no customers.~~Ecosystem

~~Cost~~We believe that the smart home ecosystem has become both in concept and reality a part of ~~Revenue~~the common culture around the world. ~~Cost~~When homeowners or buyers consider renovation or new construction, many of ~~revenue~~them ~~for~~are considering the possibility of implementing smart home ecosystem devices to their homes ~~nine~~due ~~months~~to ~~ended~~increasing ~~December~~awareness ~~31,~~of ~~2021~~the importance of energy efficiency and ~~2020~~lifestyle improvement of smart home products. According to International Data Corporation (“IDC”) Worldwide Quarterly Smart Home Device Tracker, ~~was~~in ~~$219~~2021,~~136~~ ~~and~~the $0global market for smart home device increased by 11.7% from 2020, ~~respectively~~with more than 895 million devices shipped. WeThe ~~commercialized~~Asia and the ~~know~~Pacific region is the second largest smart home device region in terms of shipment volume. It accounts for 31% of shipment and has a year-~~how~~on-year ~~technology~~growth ~~service~~rate of 10.8%. Our research indicates that more users are looking to purchase higher price smart devices such as smart TV and lighting fixtures in order to save energy and increase controllability and convenience. We believe that as 5G technology becomes more stable and popular throughout the world, more and more smart home appliances will become available in the market. ~~from~~We ~~September~~believe ~~2021~~that smart home appliances with IoT and AI technology can improve our users’ living standards and lifestyles dramatically.

~~For~~Smart home appliances are generally easily adopted and accessed through mobile phones or tablets via Apps. Users can easily manage multiple smart home appliances in just one device by their fingertip in the ~~nine~~App: ~~months~~the ~~ended~~status ~~December~~of 31all the appliances connected such as power levels, ~~2021~~power consumed, ~~there~~air ~~were~~pollution, noand ~~vendors~~room ~~who~~humidity ~~accounted~~will ~~for~~be ~~10%~~displayed oron ~~more~~their ofscreen. ~~our~~Moreover, ~~total~~users ~~net~~will ~~cost~~be ofable ~~revenue~~to control and manage every single appliance in large size homes with multiple floors by using the smart home ecosystem without the need access each individual appliance.

~~For~~We ~~the~~established ~~nine~~an ~~months~~IoT Technology and Lifestyle product team during the quarter ended ~~December~~June 3130, ~~2020~~2022, ~~there~~and ~~were~~are noin ~~vendors~~the process of developing a series of IoT home automation products. We expect to initially distribute the IoT products in Hong Kong and Southeast Asia and hope to expand to other countries as opportunities permit.

~~Gross~~Use ~~Profit. We achieved a gross profit~~ of ~~$38,192~~Capital ~~and $0 for the nine months ended December 31, 2021 and 2020, respectively.~~Funds

WeOn ~~commercialized~~June 21, 2022, the ~~know~~Company has entered into an Equity Purchase Agreement with Williamsburg Venture Holdings, LLC (“Investor”), a Nevada venture capital company, pursuant to which the Investor has committed to invest up to Twenty Million Dollars ($20,000,000) in the Company’s common stock over a 36-~~how~~month ~~technology~~period. In light of the Company’s latest strategic plan to tackle the Smart Home segment with products enhanced ~~market~~with ~~from~~Technologies, ~~September~~Lifestyle, ~~2021~~and Green elements, the Company will use the proceeds to establish a sustainable smart home ecosystem through in-house development of smart home appliances, target acquisition of smart home sector companies, and establish strategic partnerships with ESG promote companies.

~~General~~Research and Administrative Expenses (“G&A”). We incurred G&A expenses of $89,786 and $57,394 for the nine months ended December 31, 2021 and 2020, respectively. The increase in G&A is primarily attributable to the increase in staff cost and operating expenses.Development

~~Research~~During ~~and~~the ~~Development~~quarter ~~Expenses~~ended ~~(“R&D”).~~June We30, ~~incurred~~2022, ~~R&D~~our ~~expenses~~research ofand ~~$43,084~~development ~~and~~expenses ~~$73,678~~are mainly incurred for the ~~nine~~maintenance ~~months~~cost ~~ended~~of ~~December~~our ~~31,~~product ~~2021~~development ~~and 2020, respectively~~team. ~~The~~We ~~decrease in~~expect ~~R&D~~to ~~expenses~~allocate isour ~~primarily~~research ~~attributable~~and todevelopment ~~the~~funding ~~allocation~~towards toproduct ~~direct~~innovation ~~staff~~of ~~cost~~smart ~~associated~~home ~~with~~appliances, ~~R&D~~and ~~support~~the ~~being~~recruitment ~~rendered~~on inproduct ~~revenue~~development ~~generating activities~~talents.

~~Other~~Sales ~~Income, net. We generated other income of $0~~ and ~~$4,644 for the nine months ended December 31, 2021 and 2020, respectively. The decrease in other income is primarily attributable to the government subsidies.~~Marketing

~~Income~~We ~~Tax~~believe, ~~Expense.~~the ~~Our~~demand ~~income~~for smart ~~tax~~home ~~expenses for~~appliances will continue to increase especially as the ~~nine~~technological ~~months~~improvements ~~ended~~such ~~December~~as ~~31,~~AI ~~2021~~are ~~and~~integrated ~~2020~~into ~~were~~products $0to enhance user experience. We expect to distribute our current and future power supply and IoT products as follows:

~~Liquidity~~· Hong Kong – through our e-commerce channels, and ~~Capital~~leverage ~~Resources~~ on our networks to distribute to prominent retailers, collaborate distribution channels with sales solution and promotion campaign. · APAC – through third party authorized dealers and channel partners. · USA/EMEA – through third party authorized distributors (which we expect to be wholesalers that sell to end retailers).

~~As of December 31, 2021, we had cash and cash equivalents of $20,945, accounts receivable of $193,639, inventories of $3,845, and prepayments and deposits of $14,972.~~21

AsRecently, ofwe ~~March~~have ~~31,~~begun ~~2021,~~a channel wepartnership ~~had cash~~arrangement ~~and~~to ~~cash~~open ~~equivalents~~up ofthe ~~$42,463,~~Malaysian ~~accounts~~market. ~~receivable~~We ofbelieve ~~$38,587,~~this ~~inventories~~arrangement will enhance market recognition of ~~$8,424,~~our brand, and ~~prepayments~~increase ~~and~~our ~~deposits~~market ofshares ~~$18~~in the Southeast Asia region. In the near future,~~018~~ we intend to begin discussions with authorized dealers or distributors in other regions.

19Results of Operations

WeComparison ~~expect~~of ~~to incur significantly greater expenses in~~ the ~~near~~three ~~future~~months asended ~~we expand our business or enter into strategic partnerships. We also expect our general and administrative~~June ~~expenses to increase as we expand our finance and administrative staff~~30, ~~add~~2022 ~~infrastructure,~~ and ~~incur additional costs related to being reporting act company, including directors’ and officers’ insurance and increased professional fees.~~2021

WeThe ~~have~~following ~~never~~table ~~paid~~sets ~~dividends~~forth oncertain ~~our~~operational ~~Common~~data ~~Stock.~~for ~~Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently, we do not expect to pay dividends on Common Stock in~~ the ~~foreseeable~~periods ~~future.~~indicated:

	Nine Months ended December 31,
	Three months ended June 30,
	2021			2020
	2022			2021
Net cash used in operating activities	$	(209,183	)	$	(133,009	)
Revenue, net	$	159,317		$	–
Net cash used in investing activities	$	–		$	(13,164	)
Cost of revenue		(16,486	)		–
Net cash generated from financing activities	$	185,127		$	171,922
Gross profit		142,831			–
Operating expenses:
Research and development expenses		(62,611	)		(28,419	)
Sales and marketing expenses		(149,000	)		–
General and administrative expenses		(101,654	)		(23,565	)
Loss from operation		(170,434	)		(51,984	)
Other income, net		(11,525	)		–
Loss before income taxes		(181,959	)		(51,984	)
Income tax expense		–			–
Net loss	$	(181,959	)	$	(51,984	)

~~Net Cash Used In Operating Activities.~~Revenue

~~For~~During the ~~nine~~three months ended ~~December 31, 2021, net~~ ~~cash~~June ~~used in operating activities was $209~~30,~~183,~~ ~~which consisted primarily of a net loss of $94~~2022,~~678,~~ athe ~~decrease~~following incustomers ~~prepayments~~accounted ~~and~~for ~~deposits of~~10% ~~$3,046~~or ~~and~~more ~~a decrease in inventories~~ of ~~$4,579,~~our ~~offset~~total bynet an increase in accounts receivable of $155,391, a decrease in accrued liabilities and other payables of $1,092, plus non-cash items such as, depreciation of $28,623, amortization of $4,298 and non-cash lease expenses of $1,432.revenues

For the nine months ended December 31, 2020, net cash used in operating activities was $133,009, which consisted primarily of a net loss of $126,428, an increase in prepayments and deposits of $25,426, a decrease in accrued liabilities and other payables of $2,806, offset by non-cash items such as, depreciation of $19,089 and non-cash lease expenses of $2,562.

Three months ended June 30, 2022

June 30, 2022

Customer

Revenues

Percentage
of revenues

Accounts
receivable

Mirum Digital Media Ltd.

159,317

100%

–

WeDuring ~~expect~~the tothree ~~continue~~months ~~to rely on cash generated~~June ~~through~~30, ~~financing~~2021, ~~from~~there ~~our~~was ~~existing~~no ~~shareholders~~single ~~and~~customer ~~private~~exceeding ~~placements~~10% of ~~our~~the ~~securities,~~Company’s ~~however, to finance our operations and future acquisitions~~revenue.

~~Net~~Cost ~~Cash~~of ~~Generated From Investing Activities.~~Revenue

~~For~~Cost ~~the~~of ~~nine~~revenue for the three months ended ~~December~~June 3130, 2022 and 2021, ~~no net~~was ~~cash~~$16,486 and $0, respectively. The increase was ~~generated~~primarily attributable to the increase in revenue from ~~investing~~our ~~activities~~research businesses.

~~For~~Gross ~~the nine months ended December 31, 2020, net cash used in investing activities was $13,164 consisting of addition of intangible assets.~~Profit

~~Net~~We ~~Cash~~achieved ~~Generated~~a ~~From~~gross ~~Financing~~profit of ~~Activities~~$142,831 and $0 for the three months ended June 30, 2022 and 2021, respectively. The increase in gross profit was attributable to an increase in revenue from our research businesses.

For the nine months ended December 31, 2021, net cash generated from financing activities was $185,127 consisting of advances from related parties of $215,939 and payment of lease liabilities of $30,812.22

~~For~~Research ~~the nine months ended December 31, 2020, net cash generated from financing activities was $171,922 consisting of advances from related parties of $192,723~~ and ~~payment~~Development ofExpenses ~~lease liabilities of $20,801.~~(“R&D”)

~~Going~~Research ~~Concern~~and development expenses was $62,611 and $28,419 for the three months ended June 30, 2022 and 2021, respectively. The increase in expenses was primarily attributable to the increase in R&D expenses associated with our smart chargers, power banks and IoT products development.

~~The~~Sales ~~accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets~~ and ~~the~~Marketing ~~satisfaction of liabilities in the normal course of business.~~Expenses

20Sales and marketing expenses was $149,000 and $0 for the three months ended June 30, 2022 and 2021, respectively. The expenses primarily include consulting fees incurred in relation to public relations and promotional expenses.

~~The~~General ~~Company incurred a recurring loss from prior years~~ and ~~suffered~~Administrative ~~from~~Expenses ~~an accumulated deficit of $6,603,005 as at December 31, 2021. In addition, with respect to the ongoing and evolving coronavirus~~ (~~COVID-19~~“G&A”) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business.

~~The~~General ~~continuation~~and ofadministrative expenses was $101,654 and $23,565 for the ~~Company~~three asmonths aended ~~going~~June ~~concern in~~30, ~~the~~2022 ~~next~~and ~~twelve~~2021, ~~months~~respectively. isThese ~~dependent~~expenses ~~upon~~primarily ~~the~~include ~~continued~~consulting fees, ~~financial~~personnel ~~support~~related ~~from~~expenses, ~~its~~as ~~stockholders.~~well ~~Management~~as ~~believes~~costs ~~the~~incurred ~~Company~~on ~~is currently~~other ~~pursuing~~professional ~~additional~~fees ~~financing~~incurred ~~for~~in ~~its~~connection with general operations of the Company. ~~However,~~The ~~there~~G&A isexpenses noincreased ~~assurance~~by ~~that~~approximately $78,089 in the ~~Company~~three ~~will~~months beended ~~successful~~June 30, 2022 from $23,565 in ~~securing~~the three ~~sufficient~~months ~~funds~~ended toJune ~~sustain~~30, 2021. The increase was primarily attributable to the ~~operations~~increase in professional fees and salaries.

~~These~~Other ~~and~~income, other factors raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.net

~~Off-Balance~~Other ~~Sheet~~income, ~~Arrangements~~net was ($11,525) and $0 for the three months ended June 30, 2022 and 2021, respectively. The increase was attributable to amortization of deferred financing cost on capital funding offset by government subsidy.

WeIncome ~~are~~Tax ~~not party to any off-balance sheet transactions. We have no guarantees or obligations other than those which arise out of normal business operations.~~Expense

~~Contractual~~No ~~Obligations~~income ~~and~~tax ~~Commercial~~expense ~~Commitments~~incurred during the three months ended June 30, 2022 and 2021.

WeNet ~~had the following contractual obligations and commercial commitments as of December 31, 2021:~~loss

Contractual Obligations	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	$		$		$		$		$
Amounts due to related parties	$	2,015,916	$	2,015,916	$	–	$	–	$	–
Commercial commitments		–		–		–		–		–
Bank loan repayment		–		–		–		–		–
Total obligations	$	2,015,916	$	2,015,916	$	–	$	–	$	–

As a result of the above, we reported net loss of $181,959 for the three months ended June 30, 2022, as compared to $51,984 for the three months ended June 30 ,2021. The increase in net loss was mainly attributable to sales and marketing cost associated with sales channel development.

~~Basis~~Liquidity ofand ~~preparation~~Capital Resources

The ~~accompanying~~following ~~condensed~~table ~~consolidated financial~~summarizes ~~statements reflect~~ the ~~application~~key components of ~~certain~~our ~~significant~~cash ~~accounting~~flows ~~policies~~for asthe ~~described~~three inmonths ~~this~~ended ~~note~~June ~~and~~30, ~~elsewhere~~2022 ~~in the accompanying condensed consolidated financial statements~~ and ~~notes~~2021.

· Basis of presentation

	Three months ended June 30,
	2022		2021
Net cash provided by (used in) operating activities	$	255,937	$	(51,423	)
Net cash provided by financing activity		134,848		32,683

~~These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).~~23

·Net ~~Use~~Cash ofProvided ~~estimates~~By ~~and~~(Used ~~assumptions~~In) Operating Activities

InFor ~~preparing~~the ~~these~~three ~~condensed~~months ~~consolidated financial~~ended ~~statements~~June 30, ~~management~~2022, ~~makes~~net ~~estimates~~cash ~~and~~provided ~~assumptions~~by ~~that~~operating ~~affect~~activities ~~the~~was ~~reported~~$255,937, ~~amounts~~which consisted primarily of ~~assets~~a net loss of $181,959, an increase in inventories of $874, an increase in deposits, prepayments and other receivables of $4,664, and a decrease of lease liabilities of $9,478, offset by a an increase in ~~the~~accrued ~~balance~~liabilities ~~sheet~~ and ~~revenues~~other payables of $226,086, an increase in accrued consulting and ~~expenses~~service ~~during~~fee ~~the~~of ~~periods~~$200,000, plus ~~reported.~~non-cash ~~Actual~~items ~~results~~such ~~may~~as, ~~differ~~depreciation ~~from~~of ~~these~~$10,276, ~~estimates~~amortization of $1,122, non-cash lease expenses of $845, and amortization of deferred financing cost of $14,583.

21For the three months ended June 30, 2021, net cash used in operating activities was $51,423, which consisted primarily of a net loss of $51,984, a decrease in accrued liabilities and other payables of $2,002, a decrease of lease liabilities of $9,945, offset by a decrease in deposit, prepayment and other receivables of $1,528, plus non-cash items such as, depreciation of $9,550, amortization of $1,069 and non-cash lease expenses of $361.

·We ~~Basis~~expect to continue to rely on cash generated through financing from our existing shareholders and private placements of ~~consolidation~~our securities to finance our operations and future acquisitions.

~~The~~Net ~~condensed~~Cash ~~consolidated~~(Used ~~financial~~In) ~~statements include~~Provided ~~the~~by ~~accounts~~Financing ~~of KRFG and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.~~Activity

·For ~~Cash~~the ~~and~~three months ended June 30, 2022, net cash ~~equivalents~~provided by financing activity was $134,848, which consisted of advances from related parties.

~~Cash~~For ~~and~~the ~~cash~~three ~~equivalents~~months ~~are carried at cost~~ended ~~and~~June ~~represent~~30, ~~cash on hand~~2021, ~~demand~~net ~~deposits~~cash ~~placed~~provided ~~with~~by ~~banks~~financing oractivity ~~other~~was ~~financial~~$32,683, ~~institutions~~which ~~and~~consisted ~~all highly liquid investments with an original maturity~~ of ~~three~~advances ~~months~~from orrelated ~~less as of the purchase date of such investments~~parties.

·Going ~~Accounts receivable~~Concern

~~Accounts~~Our ~~receivable~~continuation ~~are~~as ~~recorded~~a ~~at the invoiced~~going ~~amount~~concern ~~and~~is dodependent ~~not~~upon ~~bear~~improving ~~interest,~~our ~~which~~profitability ~~are~~and ~~due~~the ~~within~~continuing ~~contractual~~financial ~~payment~~support ~~terms, generally 30 to 90 days~~ from ~~completion~~our ~~of service~~stockholders. ~~Credit is~~Our ~~extended~~sources ~~based on evaluation~~ of ~~a customer's financial condition, the customer credit-worthiness and their payment history. Accounts~~capital ~~receivable~~may ~~outstanding~~include ~~longer than~~ the ~~contractual~~sale ~~payment~~of ~~terms~~equity ~~are~~securities, ~~considered~~which ~~past~~include ~~due.~~common ~~Past~~stock ~~due~~sold ~~balances~~in ~~over~~private 90transactions, ~~days~~capital leases and ~~over~~short-term ~~a specified~~and ~~amount~~long-term ~~are reviewed individually for collectability~~debts. AtWhile ~~the~~we ~~end~~believe ofthat ~~fiscal~~we ~~year,~~will ~~the~~obtain ~~Company~~external ~~specifically~~financing ~~evaluates individual customer’s financial condition, credit history,~~ and the ~~current~~existing ~~economic~~shareholders ~~conditions~~will continue to ~~monitor~~provide the ~~progress of the collection of accounts receivables.~~additional ~~The~~cash ~~Company~~to ~~will~~meet ~~consider~~our ~~the~~obligations ~~allowance~~as ~~for~~they ~~doubtful~~become ~~accounts~~due, ~~for~~there ~~any~~can ~~estimated~~be ~~losses~~no ~~resulting~~assurance ~~from the inability of its customers to make required payments. For the receivables~~ that ~~are~~we ~~past~~will ~~due~~be orable ~~not being paid according~~ to ~~payment~~raise ~~terms,~~such ~~the~~additional ~~appropriate~~capital ~~actions are~~resources ~~taken~~on tosatisfactory ~~exhaust~~terms. ~~all~~We ~~means~~believe ofthat ~~collection,~~our ~~including~~current ~~seeking~~cash ~~legal~~and ~~resolution~~other insources ~~a court~~ of ~~law.~~liquidity ~~Account~~discussed ~~balances~~below are ~~charged~~adequate ~~off~~to ~~against~~support operations ~~the~~for ~~allowance~~at ~~after~~least ~~all means of collection have been exhausted and~~ the ~~potential~~next ~~for~~12 ~~recovery is considered remote~~months. ~~The Company does not have any off-balance-sheet credit exposure related to its customers. As of December 31, 2021 and March 31, 2021, there was no allowance for doubtful accounts.~~

·Material ~~Inventories~~Cash Requirements

~~Inventories~~We ~~are~~have ~~stated~~not atachieved ~~the~~profitability since ~~lower~~our ofinception, ~~cost~~and ~~or market~~we ~~value~~expect ~~(net~~to ~~realizable~~continue ~~value),~~to ~~cost~~incur ~~being~~net ~~determined~~losses onfor athe ~~first-in-first-out~~foreseeable ~~method~~future. ~~Costs~~We ~~include~~expect ~~material~~net ~~costs.~~cash ~~The~~expended ~~Company~~in ~~provides~~2023 to ~~inventory~~be ~~allowances~~significantly ~~based~~higher onthan ~~excess~~2022. ~~and~~As ~~obsolete~~of ~~inventories~~June ~~determined~~30, ~~principally~~2022, bywe ~~customer~~had ~~demand.~~an Asaccumulated deficit of ~~December 31~~$6,750,452. ~~2021~~Our ~~and~~material ~~March 31,~~cash ~~2021,~~requirements ~~the~~are highly ~~Company~~dependent ~~did~~upon ~~not~~the ~~record~~additional anfinancial ~~allowance~~support ~~for~~from ~~obsolete~~our ~~inventories,~~major ~~nor~~shareholders ~~have~~in ~~there~~the ~~been~~next ~~any~~12 ~~write~~-~~offs~~ 18 months.

~~· Property and equipment~~24

~~Property~~We ~~and~~had ~~equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on~~ the ~~straight-line basis over the~~ following contractual ~~expected~~obligations ~~useful lives from the date on which they become fully operational~~ and ~~after~~commercial ~~taking~~commitments ~~into~~as ~~account~~of ~~their~~June ~~estimated~~30, ~~residual values~~2022:

Expected useful lives

Contractual Obligations

Total

Less than 1 Year

1-3 Years

3-5 Years

More than 5 Years

Office equipment

3 years

Furniture and fixtures

3 years

Amounts due to related parties

1,814,530

–

Computer equipment

3 years

Operating lease liability

39,091

–

–c

Other contractual liabilities (1)

600,974

–

Total obligations

2,454,595

–

~~Expenditures~~(1) ~~for~~Includes ~~repairs~~all ~~and~~obligations ~~maintenance~~included ~~are~~in ~~expensed~~“Accrued asliabilities ~~incurred.~~and ~~When~~other ~~assets~~payables” ~~have~~and ~~been~~“Accrued ~~retired~~consulting ~~or sold, the cost~~ and ~~related~~service ~~accumulated~~fee” ~~depreciation~~in ~~are~~current ~~removed~~liabilities ~~from~~in the ~~accounts~~“Unaudited Condensed ~~and~~Consolidated ~~any resulting~~Balance ~~gain~~Sheet” orthat ~~loss~~are iscontractually ~~recognized~~fixed inas ~~the~~to ~~results~~timing ofand ~~operations~~amount.

22Off-Balance Sheet Arrangements

~~Depreciation~~We ~~expense~~are ~~for~~not ~~the~~party ~~three~~to ~~months~~any ~~ended~~off-balance ~~December~~sheet ~~31,~~transactions. ~~2021~~We ~~and~~have ~~2020~~no ~~were~~guarantees ~~$20~~or ~~and~~obligations ~~$54,~~other ~~respectively~~than those which arise out of normal business operations.

~~Depreciation~~Critical ~~expense~~Accounting ~~for~~Policies ~~the nine months ended December 31, 2021~~ and ~~2020 were $20 and $160, respectively.~~Estimates

·For ~~Website~~a ~~development~~detailed ~~costs~~description of the Critical Accounting Policies and Estimates of the Company, please refer to Part II, ITEM 7 “MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” in our Annual Report Form 10-K for the year ended March 31, 2022 filed with the SEC on June 24, 2022.

~~The Company accounts for its website development~~ITEM ~~costs in accordance with ASC 350-50, Website Development Costs~~3. ~~These~~Quantitative ~~costs,~~and ifQualitative ~~any,~~Disclosures ~~are~~about ~~included~~Market ~~in intangible assets in the accompanying consolidated financial statements~~Risk. Upgrades or enhancements that add functionality are capitalized while other costs during the operating stage are expensed as incurred. The Company amortizes the capitalized website development costs over an estimated life of five years.

~~Amortization~~We ~~expense~~are ~~for~~a smaller reporting company as defined by Rule 12b-2 of the ~~three~~Securities ~~months~~Exchange ~~ended December~~Act ~~31,~~of ~~2021~~1934 and ~~2020~~are ~~were~~not ~~$2,162~~required ~~and~~to ~~$0,~~provide ~~respectively~~the information under this item.

~~Amortization~~ITEM ~~expense~~4. ~~for~~Controls ~~the nine months ended December 31, 2021~~ and ~~2020 were $4,298 and $0, respectively.~~Procedures

·Evaluation ~~Impairment~~ of ~~long-lived~~Disclosure Controls ~~assets~~and Procedures

InWe conducted ~~accordance~~an ~~with~~evaluation of the ~~provisions~~effectiveness of ~~ASC~~the ~~Topic 360,~~design ~~“Impairment~~and oroperation ~~Disposal~~ of ~~Long-Lived~~our ~~Assets”~~disclosure controls and procedures, ~~all~~as ~~long~~such term is defined under Rule 13a-~~lived~~15(e) ~~assets~~promulgated ~~such~~under the Securities Exchange Act of 1934, as ~~property~~amended ~~and~~(Exchange ~~equipment~~Act), ~~owned~~under the supervision of and with ~~held~~the byparticipation ~~the~~of ~~Company~~our ~~are~~management, ~~reviewed~~including ~~for~~the ~~impairment~~Chief ~~whenever~~Executive ~~events~~Officer orand ~~changes~~Chief inFinancial ~~circumstances~~Officer. ~~indicate~~Based on that ~~the~~evaluation, ~~carrying~~our management, ~~amount~~including ofthe anChief ~~asset may~~Executive ~~not~~Officer beand ~~recoverable.~~Chief ~~Recoverability~~Financial ofOfficer, ~~assets~~concluded tothat beour ~~held~~disclosure controls and ~~used~~procedures, subject isto ~~evaluated~~limitations byas anoted ~~comparison~~below, as of June 30, 2022, and during the ~~carrying~~period ~~amount~~prior to and including the date of anthis ~~asset~~report, towere ~~its~~effective ~~estimated~~to ~~future~~ensure ~~undiscounted~~that ~~cash~~all ~~flows~~information ~~expected~~required to be ~~generated~~disclosed by ~~the~~us ~~asset.~~in Ifthe ~~such~~reports ~~assets~~that ~~are~~we ~~considered~~file toor besubmit ~~impaired,~~under the Exchange Act is: ~~impairment~~(i) torecorded, beprocessed, ~~recognized~~summarized isand ~~measured~~reported, bywithin the ~~amount~~time byperiods ~~which~~specified in the ~~carrying~~Commission’s ~~amounts~~rule ofand ~~the~~forms; ~~assets~~and ~~exceed~~(ii) accumulated ~~the~~and ~~fair~~communicated ~~value~~to ofour ~~the~~management, ~~assets~~including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

~~· Revenue recognition~~25

~~The~~Inherent Company adopted Accounting Standards Update ("ASU") No. 2014-09, “Revenue from Contracts with Customers” (Topic 606) (“ASU 2014-09”) using the full retrospective transition method. The Company's adoption of ASU 2014-09 did not have a material impact on the amount and timing of revenue recognized in its condensed consolidated financial statements.Limitations

~~Under~~Because ~~ASU~~of ~~2014-09~~its inherent limitations, our ~~the~~disclosure ~~Company~~controls ~~recognizes~~and ~~revenue when~~procedures may not prevent or detect misstatements. A control ofsystem, ~~the~~no ~~promised~~matter ~~goods~~how orwell ~~services~~conceived isand ~~transferred~~operated, can toprovide ~~customers~~only reasonable, innot anabsolute, ~~amount~~assurance that ~~reflects~~the objectives of the ~~consideration~~control system are met. Because of the ~~Company~~inherent ~~expects~~limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, projections of any evaluation of effectiveness to befuture ~~entitled~~periods are subject to inthe ~~exchange~~risk ~~for~~that ~~those~~controls ~~goods~~may become inadequate because of changes in conditions, or ~~services~~that the degree of compliance with the policies and procedures may deteriorate.

~~The~~Changes ~~Company applies the following five steps~~ in ~~order~~ toInternal ~~determine~~Control ~~the~~over ~~appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:~~Financial Reporting

·There ~~identify~~have ~~the~~been ~~contract~~no ~~with~~changes in aour ~~customer;~~internal ·controls ~~identify~~over ~~the~~financial ~~performance~~reporting ~~obligations~~identified in connection with the ~~contract;~~evaluation ·required ~~determine~~by ~~the~~paragraph ~~transaction~~(d) ~~price;~~of ·Securities Exchange ~~allocate~~Act ~~the~~Rule ~~transaction~~13a-15 ~~price~~or toRule ~~performance~~15d-15 ~~obligations~~that occurred in the ~~contract;~~quarter ~~and~~ended ·June ~~recognize~~30, ~~revenue~~2022 asthat ~~the~~have ~~performance~~materially ~~obligation~~affected, isor ~~satisfied~~are reasonably likely to materially affect, our internal control over financial reporting.

23PART II OTHER INFORMATION

~~Costs~~ITEM ~~incurred in connection with the research and development are included in cost of revenue~~1. ~~Product~~legal ~~development costs charged to billable projects are recorded as cost of revenue, which consist primarily of costs associated with personnel, supplies and materials~~proceedings.

·We ~~Government~~are ~~subsidies~~not a party to any legal or administrative proceedings that we believe, individually or in the aggregate, would be likely to have a material adverse effect on our financial condition or results of operations.

AITEM ~~government subsidy is not recognized until there is reasonable assurance that: (a) the enterprise will comply with the conditions attached to the grant; and (b) the grant will be received~~1A. ~~When~~ ~~the~~Risk Company receives government subsidies but the conditions attached to the grants have not been fulfilled, such government subsidies are deferred and recorded under other payables and accrued expenses, and other long-term liabilityfactors. The classification of short-term or long-term liabilities is depended on the management’s expectation of when the conditions attached to the grant can be fulfilled. For the nine months ended December 31, 2021 and 2020, the Company received government subsidies of $0 and $4,644, which are recognized as subsidy income in the condensed consolidated statements of operations.

·We ~~Income~~are ~~taxes~~a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

~~The~~ITEM Company adopted the ASC 740 “Income tax” provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the condensed consolidated financial statements2. ~~Under paragraph 740-10-25-13, the Company~~Unregistered ~~may~~Sales recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of ~~the~~Equity ~~position.~~Securities The tax benefits recognized in the condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and ~~penalties~~Use on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ~~paragraph 740-10-25-13~~Proceeds.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwardsNone. ~~The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.~~

·ITEM ~~Uncertain~~3. ~~tax~~Defaults ~~positions~~upon Senior securities.

·ITEM ~~Foreign~~4. ~~currencies~~Mine ~~translation~~Safety disclosures.

~~Transactions~~Not denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable ~~exchange rates at the balance sheet dates~~. ~~The resulting exchange differences are recorded in the consolidated statement of operations.~~

~~The~~ITEM ~~reporting currency of the Company is United States Dollar ("US$") and the accompanying condensed consolidated financial statements have been expressed in US$~~5. In addition, the Company is operating in Hong Kong and maintains its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other ~~comprehensive income within the statements of changes in stockholder’s equity~~information.

24None.

~~Translation of amounts from HKD into US$ has been made at the following exchange rates for the period ended December 31, 2021 and 2020:~~27

	December 31, 2021		December 31, 2020
Period-end HKD:US$ exchange rate		0.1284		0.1290
Period average HKD:US$ exchange rate		0.1287		0.1290

ITEM 6. Exhibits.

· Comprehensive income

Exhibit No.		Description

3.1		Articles of Incorporation(1)
3.2		Certificate of Designations of preferences and rights of Series B Convertible Preferred Stock (2)
3.3		Bylaws (1)
4.1		Specimen certificate evidencing shares of Common Stock (2)
4.2		Description of Securities (3)
10.1		Share Exchange Agreement dated December 15, 2021, by and among King Resources, Inc., Powertech Management Limited, a British Virgin Island corporation, FU Wah and Silver Bloom Properties Limited (1)
21		Subsidiaries(2)
31.1		Certification of Chief Executive Officer, Secretary and Director Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Chief Financial Officer and Director Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of Chief Executive Officer, Secretary and Director Pursuant to 18 U.S.C. Section 1350*
32.2		Certification of Chief Financial Officer and Director Pursuant to 18 U.S.C. Section 1350*
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying condensed consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit._______________________

· Leases

*	Filed herewith
(1)	Incorporated by reference to the Exhibits of the Registration Statement on Form 10 filed with the Securities and Exchange Commission on February 14, 2022.
(2)	Incorporated by reference to the Exhibits of Amendment No. 1 to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on March 25, 2022.
(3)	Incorporated by reference to the Exhibits of the Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 24, 2022.

The Company adopted Topic 842, “Leases” (“ASC 842”), using the modified retrospective approach through a cumulative-effect adjustment and utilizing the effective date of January 1, 2020 as its date of initial application, with prior periods unchanged and presented in accordance with the previous guidance in Topic 840, Leases (“ASC 840”).28

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use (“ROU”) assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.SIGNATURES

InPursuant ~~accordance~~to ~~with~~ the ~~guidance~~requirements ~~in ASC 842, components~~ of aSection ~~lease~~13 ~~should be split into three categories: lease components~~ or 15(~~e.g. land, building, etc.~~d), ~~non-lease~~of ~~components~~the ~~(e.g.~~Securities ~~common~~Exchange ~~area maintenance,~~Act ~~consumables,~~of ~~etc.)~~1934, ~~and non-components (e.g. property taxes, insurance, etc.). Subsequently,~~ the ~~fixed~~Registrant ~~and~~has ~~in-substance~~duly ~~fixed contract~~caused ~~consideration~~this ~~(including~~report ~~any related~~ to ~~non-components) must~~ be ~~allocated~~signed ~~based~~ on ~~the~~its ~~respective~~behalf ~~relative~~by ~~fair values to~~ the undersigned ~~lease~~thereunto ~~components~~duly ~~and non-lease components~~authorized.

~~Lease~~KING ~~expense~~RESOURCES, isINC. ~~recognized~~By: on/s/ aFU ~~straight-line basis~~Wah ~~over~~Name: ~~the~~FU ~~lease~~Wah ~~terms.~~Title: ~~Lease~~Chief ~~expense~~Executive ~~includes~~Officer, ~~amortization~~Secretary ~~of the ROU assets~~ and accretion of the lease liabilities. Amortization of ROU assets is calculated as the periodic lease cost less accretion of the lease liability. The amortized period for ROU assets is limited to the expected lease term.Director

~~The~~Date: ~~Company~~August ~~has~~5, elected a practical expedient to combine the lease and non-lease components into a single lease component. The Company also elected the short-term lease measurement and recognition exemption and does not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less.2022

~~· Segment reporting~~29

· Related parties

The Company follows the ASC 850-10, “Related Party” for the identification of related parties and disclosure of related party transactions.

The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

· Commitments and contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

· Fair value of financial instruments

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments.

· Recent accounting pronouncements

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

Evaluation of Disclosure Controls and Procedures.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Under the direction of our Chief Executive Officer and our Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that were effective as of December 31, 2021.

However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

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

None.

Item 6. Exhibits

Exhibit No.		Description
3.1		Articles of Incorporation(1)
3.2		Certificate of Designations of preferences and rights of Series B Convertible Preferred Stock (2)
3.3		Bylaws (1)
4.1		Specimen certificate evidencing shares of Common Stock(2)
4.2		Description of Securities *
10.1		Share Exchange Agreement dated December 15, 2021, by and among King Resources, Inc., Powertech Management Limited, a British Virgin Island corporation, FU Wah and Silver Bloom Properties Limited(1)
21		Subsidiaries(2)
31.1		Certification of Chief Executive Officer, Secretary and Director Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Chief Financial Officer and Director Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of Chief Executive Officer, Secretary and Director Pursuant to 18 U.S.C. Section 1350*
32.2		Certification of Chief Financial Officer and Director Pursuant to 18 U.S.C. Section 1350*

_______________________

*	Filed herewith
**	Incorporated by reference to Item 11 of the Amendment No. 2 to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on April 21, 2022.
(1)	Incorporated by reference to the Exhibits of the Registration Statement on Form 10 filed with the Securities and Exchange Commission on February 14, 2022.
(2)	Incorporated by reference to the Exhibits of Amendment No. 1 to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on March 25, 2022.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	KING RESOURCES, INC.
April 26, 2022	By:	/s/ FU Wah
		Name: FU Wah
		Title: Chief Executive Officer, Secretary and Director

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