UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~ 22September 1, 2022 (~~June 21~~August 30, 2022)

KING RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-56396

13-3784149

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

Unit 1813, 18/F, Fo Tan Industrial Centre

26-28 Au Pui Wan Street

Fo Tan, Hong Kong 00000

(Address of principal executive offices) (Zip Code)

+852-35858905

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbols(s)	Name of each exchange on which registered
Common	KRFG	NA

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 15.~~01.~~02 ~~Entry~~– ~~into~~Departure aof ~~Material~~Directors ~~Definitive~~or ~~Agreement~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~King~~Effective ~~Resources,~~August ~~Inc.~~30, ~~a Delaware corporation (the “Company”~~2022, ~~“we” or “us”), entered into an Equity Purchase Agreement with Williamsburg~~ ~~Venture Holdings, LLC, a Nevada limited liability company (“Investor”), pursuant to which~~ the ~~Investor~~following ~~agreed~~individuals towere ~~invest~~appointed up to ~~Twenty~~serve ~~Million~~as ~~Dollars~~directors ~~($20,000,000) during the commitment period in accordance with the terms and conditions~~ of ~~that certain Equity Purchase Agreement, dated as of June 21, 2022, by and between us and~~ the ~~Investor~~Corporation ~~(the~~until ~~“Equity~~their ~~Purchase Agreement”~~successor(s). ~~During the commitment period, the Company~~ shall be ~~entitled~~duly toelected ~~put~~or ~~to the Investor~~appointed, unless ~~and~~he ~~the~~or ~~Investor~~she ~~shall be obligated to purchase~~resigns, ~~such~~is ~~number of~~removed ~~shares~~from ofoffice ~~the~~or ~~Company’s~~is ~~common~~otherwise ~~stock~~disqualified ~~and~~from atserving ~~such price~~ as ~~are~~a ~~determined~~director in accordance with the Equity Purchase Agreement. The per share purchase price for the Williamsburg Put Shares will be equal to 88% 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~~officer ~~reputable source). The Company became obligated to issue to the Investor 525,000,000 shares~~ of ~~its Common Stock as consideration for~~ the ~~Investor’s performance of its obligations hereunder.~~Corporation:

In connection with the Equity Purchase Agreement, the 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. We agreed to use our best efforts to file such registration statement with the SEC.

Name	Age	Office(s)
Wong Kan Tat Frederick	58	Independent Director
Lo Mei Fan Pauline	51	Independent Director

~~The~~Mr. ~~foregoing~~WONG ~~descriptions~~Kan Tat Frederick, age 58, was appointed to serve as our Independent Director on August 30, 2022. Mr. Wong has over 20 years of ~~the~~experiences ~~Equity~~in ~~Purchase~~wealth ~~Agreement~~management and asset management, he is a licensed holder of securities dealings and asset management under Securities and Futures Commission of Hong Kong. Mr. Wong is currently the ~~Registration~~managing ~~Rights~~partner ~~Agreement~~of ~~are~~Allotrope ~~qualified~~Capital, ina ~~their~~Hong ~~entirety~~Kong bycompany ~~reference~~which links up startup companies and investors. Prior to 2021, Mr. Wong has served as the ~~Investment~~managing director for CASH Financial Services Group for seven years, a company listed in the ~~Agreement~~Hong ~~and~~Kong Stock Exchange Limited. Mr. Wong has also served as the ~~Registration~~Executive ~~Rights~~Director ~~Agreement~~of China Reserve Securities Limited, ~~which~~and ~~are~~held ~~filed~~senior position asin ~~Exhibits~~several 10financial institutions.1 Mr. Wong has been actively involved and 10supportive in the Hong Kong tech-based startups community.2 He toserves ~~this~~as ~~Current~~the ~~Report~~core ~~and~~committee ~~incorporated~~member ~~herein~~of Technology Incubation Network, an association composites by members under the incubation programs managed by ~~reference~~Hong Kong Science and Technology Parks.

~~Item~~Mr. 9Wong received his PHD in Management in 2005 from Empresarial University, Costa Rica and his Master of Business Administration from Newport University, USA in 1994.01 Mr. ~~Financial~~Wong ~~Statements~~brings to the Board his strong network of technology companies and ~~Exhibits~~his expertise in the capital markets and capital management.

~~(c)~~Ms. ~~Exhibits~~Lo Mei Fan Pauline, age 51, was appointed to serve as our Independent Director on August 30, 2022. For more than 25 years, Ms. Lo has been serving as the duty manager of Cathay Pacific Airways, one of the world’s top airline and air freight giant. She is well-versed in effective task delegation and workflow coordination. She also has comprehensive experience in customer relationship management and user experience improvement. Currently, Ms. Lo also served as the consultant for a mobile app solutions provider. Ms. Lo brings to the Board with her sophisticated experience in operation management and consumer services, and advices the Company regarding the development of its IoT smart home mobile app.

Exhibit No.	Exhibit Description
10.1	Equity Purchase Agreement, dated 21, 2022, by and between King Resources, Inc., and Williamsburg Venture Holdings, LLC
10.2	Registration Rights Agreement, dated 21, 2022, by and between King Resources, Inc., and Williamsburg Venture Holdings, LLC
104	Cover Page Interactive Data File (embedded within the inline XBRL document).

None of foregoing persons has a direct family relationship with any of the Corporation’s directors or executive officers, or any person nominated or chosen by the Corporation to become a director or executive officer.

2None of foregoing officers and directors will receive compensation in connection with their service on our Board of Directors or as an executive officer.

~~SIGNATURE~~2

~~Pursuant~~Item to8.01 ~~the~~– ~~requirements of~~Other ~~the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Events.

	King Resources, Inc.
Date: June 22, 2022
	By: /s/ Fu Wah
	Fu Wah
	Chief Executive Officer

On August 30, 2022, the Board of Directors of King Resources, Inc. (the “Issuer”) adopted an Insider Trading Compliance Program, established an audit committee, a compensation committee and a nomination and governance committee, and adopted charters to govern the governance of such audit, compensation, nomination and governance committees. Our audit and compensation committees consist of Mr. Wong Kan Tat Frederick and Ms. Lo Mei Fan Pauline, our independent directors, and Mr. Lau Ping Kee, our Chief Financial Officer and Director. Mr. Lau is the chair of our audit committee and compensation committee. Our nomination and governance committee consists of Mr. Wong Kan Tat Frederick, Ms. Lo Mei Fan Pauline, and Mr. Fu Wah, our Chief Executive Officer, Secretary and Director. Mr. Fu is the chair of our nomination and governance committee.

The foregoing descriptions of the Insider Trading Compliance Program, Audit Committee Charter, Compensation Committee Charter, and Nomination and Governance Committee Charter are not complete and are qualified in their entirety by reference to the form of the Insider Trading Compliance Program, the Audit Committee Charter, the Compensation Committee Charter, and the Nomination and Governance Committee Charter, which are incorporated herein by reference and attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

10.1		Insider Trading Compliance Program
10.2		Audit Committee Charter
10.3		Compensation Committee Charter
10.4		Nomination and Governance Committee Charter
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURE

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

	King Resources, Inc.
Date: September 1, 2022
	By: /s/ Fu Wah
	Chief Executive Officer, Secretary and Director

Filing Compare · King Resources, Inc.