RBTK 10-Q
Zhen Ding Resources Inc. (RBTK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended |
|
or
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from | to |
| Commission File Number |
| (Exact name of registrant as specified in its charter) |
|
|
| |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| (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 |
| OTC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| x | |
¨ | No |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| x | |
¨ | No |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ | |
| 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 | x | |
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
| ¨ | Yes | ¨ | No |
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
common shares issued and outstanding as of August 19, 2026
ZHEN DING RESOURCES INC.
FORM 10-Q
TABLE OF CONTENTS
Contents
| PART I - FINANCIAL INFORMATION | ||
| Item 1. | Unaudited Condensed Consolidated Financial Statements | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 21 |
| Item 4. | Controls and Procedures | 21 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 22 |
| Item 1A. | Risk Factor | 22 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 22 |
| Item 3. | Defaults Upon Senior Securities | 22 |
| Item 4. | Mine Safety Disclosures | 22 |
| Item 5. | Other Information | 22 |
| Item 6. | Exhibits | 22 |
| SIGNATURES | 24 | |
PART I - FINANCIAL INFORMATION
| Item 1. | Financial Statements |
Our unaudited interim condensed consolidated financial statements for the six month period ended June 30, 2026 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with generally accepted accounting principles in the United States.
Zhen Ding Resources Inc.
Condensed Consolidated Balance Sheets
(In US Dollars, except for number of shares)
As of June 30, 2026 and December 31, 2025
| June 30, | December 31, | |||||||
2026 (Unaudited) | 2025 (Unaudited) | |||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Total current assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accounts payable and accrued liabilities-related parties | ||||||||
| Deferred revenue | ||||||||
| Short-term debt | ||||||||
| Short-term debt-related parties | ||||||||
| Total current liabilities | ||||||||
| Stockholders’ deficit | ||||||||
| Common stock, authorized, $ par value, shares issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Subscriptions receivable | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total deficit attributable to Zhen Ding Resources Inc. | ( | ) | ( | ) | ||||
| Non-controlling interests | ( | ) | ( | ) | ||||
| Total Stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and Stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
Zhen Ding Resources Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
| Three months ended | Six months ended | |||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expenses | ||||||||||||||||
| Gain on extinguishment of debt | ( | ) | ||||||||||||||
| Interest expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Net Income/(Loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net Income/(Loss) attributable to non-controlling interests | ( | ) | ( | ) | ( | ) | ||||||||||
| Net Income/(Loss) attributable to Zhen Ding Resources Inc. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Basic and diluted loss per common share | $ | ) | $ | ) | $ | $ | ) | |||||||||
| Basic and diluted weighted average number of common shares outstanding | ||||||||||||||||
| Comprehensive loss: | ||||||||||||||||
| Net Income/(Loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Other comprehensive income (loss): | ||||||||||||||||
| Foreign currency translation adjustments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total comprehensive income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Comprehensive income (loss) attributable to non-controlling interest | ( | ) | ( | ) | ||||||||||||
| Comprehensive income (loss) attributable to Zhen Ding Resources Inc. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
Zhen Ding Resources Inc.
Condensed Consolidated Statements of Cash Flows
(In US Dollars)
For the six months ended June 30, 2026 and 2025
(Unaudited)
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net (Loss)/Income | $ | ( | ) | $ | ||||
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
| Gain on extinguishment of debt | ( | ) | ||||||
Changes in operating assets and liabilities | ||||||||
| Other receivables | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Accounts payable and accrued liabilities-related parties | ||||||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Payments on notes payable – related parties | ( | ) | ||||||
| Proceeds from borrowings on short-term debt – related parties | ||||||||
| Net cash provided by financing activities | ( | ) | ||||||
| Foreign currency translation | ( | ) | ( | ) | ||||
| Net change in cash | ||||||||
| Cash and cash equivalents - beginning of the period | ||||||||
| Cash and cash equivalents - end of the period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income tax | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
Zhen Ding Resources Inc.
Condensed Consolidated Statement of Stockholders’ Deficit
(In US Dollars, except for number of shares)
For the six months ended June, 2026 and 2025
(Unaudited)
| Common Stock | Additional Paid in | Subscriptions | Accumulated Other Comprehensive | Accumulated | Non- controlling | Total Stockholders' | ||||||||||||||||||||||||||
| Shares | Par | Capital | Receivable | Income | Deficit | Interest | Deficit | |||||||||||||||||||||||||
| Balances, December 31, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balances, June 30, 2026 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Common Stock | Additional Paid in | Subscriptions | Accumulated Other Comprehensive | Accumulated | Non- controlling | Total Stockholders' | ||||||||||||||||||||||||||
| Shares | Par | Capital | Receivable | Income | Deficit | Interest | Deficit | |||||||||||||||||||||||||
| Balances, December 31, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Net income | $ | - | ||||||||||||||||||||||||||||||
| Balances, June 30, 2025 | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 6 |
Zhen Ding Resources Inc.
Condensed Consolidated Statement of Stockholders’ Deficit
(In US Dollars, except for number of shares)
For the three months ended June 30, 2026 and 2025
(Unaudited)
| Common Stock | Additional Paid in | Subscriptions | Accumulated Other Comprehensive | Accumulated | Non- controlling | Total Stockholders' | ||||||||||||||||||||||||||
| Shares | Par | Capital | Receivable | Income | Deficit | Interest | Deficit | |||||||||||||||||||||||||
| Balances, March 31, 2026 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Net loss | $ | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balances, June 30, 2026 | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Common Stock | Additional Paid in | Subscriptions | Accumulated Other Comprehensive | Accumulated | Non- controlling | Total Stockholders' | ||||||||||||||||||||||||||
| Shares | Par | Capital | Receivable | Income | Deficit | Interest | Deficit | |||||||||||||||||||||||||
| Balances, March 31, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balances, June 30, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 7 |
Zhen Ding Resources Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Note 1. Description of Business
Zhen Ding Resources Inc. (formerly Robotech Inc.) (the “Company”, “Zhen Ding DE”, or “ZDRI”) was incorporated in the State of Delaware in September 1996 and began its business activities in the development and marketing of specialized technological equipment. In early 2010, the business direction of our Company was changed to seek opportunities to focus particularly on searching for companies engaged in the mining of gold, silver and copper.
The Company indirectly owns
Our Company, through Z&W CA, participates in a joint venture with Jing Xian Xinzhou Gold Co., Ltd. (“Xinzhou Gold”), a company organized under the laws of the People’s Republic of China (“PRC”). The joint venture company, JXZD, who has the mineral exploration, mineral mining and gold mining rights to a property located in the southwestern part of Anhui province in China, near the town of Jing Xian. Xinzhou Gold, the other 30% partner of JXZD is the actual named owner of the various licenses used by JXZD and transferred all rights emanating from these licenses as part of the joint venture agreement between Z&W CA and Xinzhou Gold. Our Company’s primary activity, through JXZD, is ore processing and production in China.
In 2017, the Company shut down its mineral processing plant in China due to insufficient working capital. The Company had limited operations and plans to resume selling processed ore concentrate as soon as possible to provide Zhen Ding JV the cash flow needed to keep its plant operating and to maintain a viable work force for future expansion.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the Company has included all adjustments considered necessary for a fair presentation and such adjustments are of a normal recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements for the year ended December 31, 2025 and notes thereto. The results of operations for the six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the full fiscal year ended December 31, 2026.
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, which is responsible for the integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) in all material respects and have been consistently applied in preparing the accompanying financial statements.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries Z&W CA and its majority owned subsidiary JXZD. All inter-company transactions and balances were eliminated. The portion of the income applicable to non-controlling interests in subsidiary undertakings is reflected in the consolidated statements of operations.
Use of Estimates and Assumptions
The Company prepares its financial statements in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
| 8 |
Foreign Currency Adjustments
Assets and liabilities recorded in foreign currencies are translated
at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the
year. Any translation adjustments are reflected as a separate component of stockholders’ equity (deficit) and have no effect on
current earnings. Gains and losses resulting from foreign currency transactions are included in current results of operations. During
the periods ended June 30, 2026 and 2025, the Company had aggregate foreign currency translation gains (loss) of ($
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Income Taxes
An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carry forwards. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. The Company has tax losses that may be applied against future taxable income. The potential tax benefit arising from these loss carryforwards are offset by a valuation allowance due to uncertainty of profitable operations in the future.
The Company follows the FASB guidance for how uncertain ta positions should be recognized, measured and presented in the financial statements. This requires the evaluation of tax positions taken or expected be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained “when challenged” or “when examined” by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense and liability in the current year. Management has evaluated the Company’s tax positions and concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance as of June 30, 2026. The Company is not currently under audit by any tax jurisdiction.
Stock-Based Compensation
We account for stock-based compensation under the fair value method which requires all such compensation to employees, including the grant of employee stock options, to be calculated based on its fair value at the measurement date (generally the grant date), and recognized in the consolidated statement of operations over the requisite service period.
Fair Values of Financial Instruments
Management believes that the carrying amounts of the Company's financial instruments, consisting primarily of cash and cash equivalents, other receivables, amounts due to related parties, short-term debt and short-term debt—related parties, approximate their fair values. The carrying amounts of the matured related-party debt obligations approximate their fair values because such obligations are currently payable at their contractual amounts, including accrued interest.
Non-controlling Interests
Non-controlling interests in the Company’s subsidiaries are reported as a component of equity, separate from the parent’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the minority interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For all periods presented, there were no potentially dilutive securities outstanding.
| 9 |
Recently Issued Accounting Pronouncements
On December 14, 2023, the FASB issued a final standard on improvements to income tax disclosures. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. ASU 2023-09, Improvements to Income Tax Disclosures, applies to all entities subject to income taxes. For public business entities (PBEs), the new requirements will be effective for annual periods beginning after December 15, 2024. For entities other than public business entities (non-PBEs), the requirements will be effective for annual periods beginning after December 15, 2025.. Adoption of ASU 2023-09 did not have a material impact on the Company's financial statement.
In November 2023, the FASB issued Accounting Standard Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), intended to improve reportable segments disclosure requirements primarily through enhanced disclosures about significant segment expenses.
ASU 2023-07 includes a requirement to disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, the title and position of the CODM, an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources, and all segments' profit or loss and assets disclosures. ASU 2023-07 is effective for all public companies for fiscal years beginning after December 15, 2023, and interim periods for the interim period beginning on January 1, 2025. Adoption of ASU 2023-07 did not have a material impact on the Company's financial statement.
Note 3. Going Concern
These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next twelve months. As of June 30, 2026, the Company had accumulated losses of $23,498,246 since inception and had a working capital deficit of $11,707,451. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern within one year after the financial statements are issued. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 4 Segment Information
The Company is engaged as a mineral processing plant in China. The Company has identified the Chief Executive Officer of the Company as the CODM, who uses expenses to evaluate the business, predominantly in the cash forecasting process, to make resource allocation decisions at the entity level. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. As a result, no disaggregated segment information is presented. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.
Note 5. Short-Term Debt
The following table represents the details of the short-term debts at June 30, 2026 and December 31, 2025:
| Issuance date | Maturity | Interest Rate | 06.30.2026 | 12.31.2025 | ||||||||||
| $ | $ | |||||||||||||
| $ | $ | |||||||||||||
According to the loan agreements, there is not any additional interest and penalty for the loans passing maturity date.
| 10 |
During the six months ended June 30, 2026
and 2025, the Company recorded interest expense and accrued interest of $
Note 6. Related Party Transactions
Short-term debt
As of June 30, 2026 and December 31, 2025, the Company had short-term
debts to related parties of $
At June 30, 2026:
Name | Relationship to the Company | Amount | Interest Rate | Start Date | Maturity | |||||||
| Shor-term debt | ||||||||||||
| Wei De Gang | $ | |||||||||||
| Zhao Yan Ling | ||||||||||||
| Zhou Zhi Bin | ||||||||||||
| Tang Yong Hong | ||||||||||||
| Yan Chun Yan | ||||||||||||
| Victor Sun | Various as of | On Demand | ||||||||||
| Victor Sun | ||||||||||||
| Victor Sun | ||||||||||||
| Victor Sun | ||||||||||||
| Current portion of long-term debt | ||||||||||||
| Zhou Qiang | ||||||||||||
| Total | $ | |||||||||||
| 11 |
At December 31, 2025:
Name | Relationship to the Company | Amount | Interest Rate | Start Date | Maturity | |||||||
| Shor-term debt | ||||||||||||
| Wei De Gang | $ | |||||||||||
| Zhao Yan Ling | ||||||||||||
| Zhou Zhi Bin | ||||||||||||
| Tang Yong Hong | ||||||||||||
| Yan Chun Yan | ||||||||||||
| Victor Sun | Various as of | On Demand | ||||||||||
| Victor Sun | ||||||||||||
| Victor Sun | ||||||||||||
| Victor Sun | ||||||||||||
| Victor Sun | ||||||||||||
| Victor Sun | ||||||||||||
| Victor Sun | ||||||||||||
| Current portion of long-term debt | ||||||||||||
| Zhou Qiang | ||||||||||||
| Total | $ | 3,359,729 | ||||||||||
As of June 30, 2026 and December 31, 2025, the Company had accrued
interest payable to the related parties of $
Note 7. Accounts Payable and Accrued Liabilities
As of June 30, 2026 and December 31, 2025, the Company had accounts
payable of $
Note 8. Deferred Revenues – Related Party
As of June 30, 2026 and December 31, 2025,
the Company had deferred revenue of $
| 12 |
Note 9. Contingencies
Legal Proceedings
From time to time, the Company may be involved in legal proceedings, claims, and assessments arising in the ordinary course of
business. The Company records a liability for such matters when it is probable that a loss has been incurred and the amount can be reasonably
estimated. Legal fees are expensed as incurred.
As of June 30, 2026, and December 31, 2025, there were no pending or threatened legal proceedings against the Company that management believes would have a material adverse effect on the Company’s financial position, results of operations, or cash flows,
Note 10. Concentration of Credit risk
Substantially all of the Company’s bank accounts are in banks located in The People’s Republic of China and are not covered by protection similar to that provided by the FDIC on funds held in United States banks.
Note 11. Subsequent Events
The Company does not have any events subsequent to June 30, 2026 through August 14, 2026 the date the financial statements were issued for disclosure consideration.
| 13 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
FORWARD LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Zhen Ding Resources Inc., unless otherwise indicated.
General Overview
We are engaged in seeking business partnership opportunities and synergies with companies operating in China, and primarily those in the field of exploration and extraction of precious and/or base metals. We seek to provide prospective partners with management expertise, assistance with financing efforts in China and in North America, and to leverage our tangible assets, which include industrial land located in Anhui Province, China, where our mineral ore processing and concentration plant is located. . Our only operating company is Zhen Ding JV, which, has engaged in the processing of metal ore and the selling of ore concentrates of gold, silver, lead, zinc and copper at purity levels ranging from 65% to 80%. Zhen Ding JV purchased metal ore in rock form from its former joint venture partner, Xinzhou Gold, which held rights to explore and mine ore from a property located in the southwestern part of Anhui province in China.
Corporate Background
Our principal office is located at 99 Ave De La Moselle, Saint-Lambert, Quebec, Canada J4S 1W9. Our operational offices are located at: Zhen Ding Mining Co. Ltd., Wuxi County, Town of Langqiao, Jing Xian, Anhui Province, China, Tel: 86-6270-9018.
We were incorporated in September 1996 as Robotech Inc., and began our business in the development and marketing of specialized technological equipment. By 2003 we had not reached our financing goals and therefore abandoned our former business plan.
In January 2012, our Board of Directors, following the approval of a majority of our shareholders, made an offer to the shareholders of Zhen Ding Resources Inc., a Nevada corporation (“Zhen Ding NV”), to acquire, at the very least, the majority of their common shares, and, if available, up to 100% ownership.
Zhen Ding NV through its wholly owned subsidiary, Z&W Zhen Ding Corporation, a California corporation (“Zhen Ding CA”), has been engaged in a joint venture with Jing Xian Xinzhou Gold Co., Ltd. (“Xinzhou Gold”), a company organized under the laws of the People’s Republic of China (“PRC”). The joint venture company, Zhen Ding Mining Co. Ltd. (“Zhen Ding JV”) is 70% held by Zhen Ding NV through Zhen Ding CA. It is a common practice in China to append the name of the town or city where an enterprise is located to its legally incorporated name. Therefore many documents referencing Zhen Ding JV may refer to it as Jing Xian Zhen Ding Mining Co. Ltd. Zhen Ding JV engages in the processing of metal ore and the selling of ore concentrates of gold, silver, lead, zinc and copper at purity levels ranging from 65% to 80%. Zhen Ding JV purchases metal ore in rock form from Xinzhou Gold.
| 14 |
On March 8, 2012, we changed our name from Robotech, Inc. to Zhen Ding Resources Inc., in anticipation of the acquisition of Zhen Ding NV. Our trading symbol, RBTK, however remained unchanged.
During 2012, a total of 50,746,358 shares of the issued and outstanding common stock of Zhen Ding NV were tendered to our company. On August 13, 2013, an additional 13,100,000 shares were tendered to us. Therefore, as of August 13, 2013 the shareholders of Zhen Ding NV had tendered 100% of the issued and outstanding shares of common stock, representing 100% of the issued and outstanding equity of Zhen Ding NV to us.
On October 23, 2013, we issued 122,440 shares of our common stock, on a one-for-one basis, to the tendering shareholders of Zhen Ding NV making Zhen Ding NV a wholly owned subsidiary of our company.
On October 28, 2013, we dissolved Zhen Ding NV by merging it with and into Zhen Ding DE. As a result, Zhen Ding CA became a wholly-owned subsidiary of Zhen Ding DE. Zhen Ding CA continues to exist as an intermediate holding company with no operations of its own, but which in turn owns our 70% interest in Zhen Ding JV.
| 15 |
Our Current Business
Our joint venture, Zhen Ding JV, is equipped to process ore mined by our joint venture partner at the Wuxi Gold Mine, when in operation. Zhen Ding JV purchases the ore in rock form and processes the ore into our final product, which is a gold, silver, lead, zinc and copper ore concentrate. We estimate that our processed product is 65% to 80% pure. The product is then sold to refineries which further purify and separate the concentrate. Zhen Ding JV also arranges all exploration, mining process and operations, and financial and administrative support for the Wuxi Gold Mine.
We have historically purchased all of the raw material for our ore processing operation from the Wuxi Gold Mine and have had no other suppliers of ore. The veins most recently excavated by Xinzhou Gold in the permitted areas of the Wuxi Gold Mine are very low grade and, as such, the production is minimal. The higher yielding and therefore more profitable veins run outside the currently permitted mining area boundaries of the mine. Xinzhou Gold applied for an extension of the permitted mining area, however, the application was rejected by the government in December 2016 due to Xinzhou Gold’s insufficient working capital. Xinzhou Gold’s successor and our new joint venture partner, Mr. Wei de Gang, now controls the area permits. Although it remains possible to extend the permitted mining area, we have been unable to secure sufficient working capital to satisfy the regulatory requirements to resume drilling, or to drill the extended area. If sufficient working capital does not become available, or should any of our future applications be denied on other grounds, we would be unlikely to secure another proximate source with higher grade ores for our processing plant, which would severely limit our ability to execute our plan of operation and our potential profitability.
At the beginning of fiscal 2015, we idled our mineral processing plant due to a decrease in the availability of high grade ore, in combination with an overall downturn in demand and market prices for our concentrates. This downturn coincided with an overall economic recession in China and downturn in the global commodities market during fiscal 2015 through 2016.
Recent Activities
On December 18, 2024, the Anhui Province Jing County People's Court approved the bankruptcy of our joint venture partner, Xinzhou Gold. The bankruptcy resulted from Xinzhou Gold’s inability to repay expenses incurred by the Environmental Management Bureau of Anhui Province to rectify groundwater pollution emanating from the Wuxi Gold Mine. On January 23, 2025, per the bankruptcy agreement, Zhen Ding received RMB 963,654.22 from Xinzhou Gold in payment of ordinary debts. Zhen Ding was not aware of the bankruptcy until the payment was received in January 2025.
On February 28, 2025, Xinzhou Gold transferred its 30% share of our joint venture to Mr. Wei De Gang who is the principal and controlling shareholder of Xinzhou Gold. We are advised that the former business of Xinzhou Gold, as it relates to our joint venture, continues under the ownership of Mr. Wei De Gang, and the operation of our joint venture now continues under his 30% ownership. Therefore, the bankruptcy of our joint venture partner and subsequent transfer of shares in our joint venture did not result in the dissolution of our joint venture, or in a change of its control. All references to "Xinzhou Gold" contained in this report, as they pertain to any period after February 28, 2025, refer to the business of Xinzhou Gold operated and owned by Mr. Wei De Gang, not to Jing Xian Xinzhou Gold Co., Ltd.
| 16 |
More recently, our joint venture is in preliminary discussions to cooperate with Xinan Environmental Protection (XEP), a state-owned enterprise, to develop a waste-to-energy power generation operation using the Wuxi Gold Mine Lands and our mineral processing infrastructure. However, the proposed collaboration is subject to obtaining satisfactory results from a feasibility study (which has been commissioned by XEP), the negotiation of satisfactory financial and other terms, and government approval.
Summary of Operations during the Six Months Ended June 30, 2026
In light of the continued strength of gold prices during the first six months of 2026, our management continues to seek proposals from prospective investors and partners seeking to participate in a smaller drilling operation and other joint venture projects and transactions. However, there is no assurance that a suitable opportunity will be identified or secured.
Going forward, we will continue to seek sufficient financing to re-establish our mineral extraction and refining operations. We will also seek to identify and evaluation businesses opportunities and other strategic transactions on an ongoing basis with a view toward diversifying our business and optimizing shareholder value.
Results of Operations
Three Months Ended June 30, 2026 compared to the Three Months Ended June 30, 2025
The following table summarizes key items of comparison and their related increase (decrease) for the three month periods ended June 30, 2026 and 2025:
| Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Percentage Increase (Decrease) Between Three Month Periods Ended June 30, 2026 and 2025 | ||||||||||
| General and administrative | $ | 31,562 | $ | 18,079 | 58 | % | ||||||
| Interest expense | $ | 132,602 | $ | 122,567 | 19 | % | ||||||
| Gain on extinguishment of debt | $ | - | $ | - | - | % | ||||||
| Net Income/(Loss) | $ | (164,164 | ) | $ | (141,277 | ) | 20 | % | ||||
Wedid not earn any revenues in the three months ended June 30, 2026 or 2025, respectively. Our lack of revenue was due to the continued idling of our mineral processing operations, and our inability to secure a renewed permit or financing to resume our mining activities.
We had a net loss of $164,164 for the three months ended June 30, 2026, representing an increase of approximately 16% from our net loss of $141,277 for the three months ended June 30, 2025. The change in our results over the two periods resulted primarily from an increase in our general and administrative expense and interest expense during 2026.
| 17 |
Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025
The following table summarizes key items of comparison and their related increase (decrease) for the six month ended June 30, 2026 and 2025:
| Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Percentage Increase June 30, 2025 | ||||||||||
| General and administrative expense | $ | 44,508 | $ | 35,461 | 51 | % | ||||||
| Interest expense | $ | 263,275 | $ | 246,924 | 62 | % | ||||||
| Gain on extinguishment of debt | $ | - | $ | 874,330 | - | % | ||||||
| Net Income (loss) | $ | (307,783 | ) | $ | 591,945 | (152.00 | )% | |||||
We had not earned any revenues during the six months ended June 30, 2026 and 2025, respectively. Our lack of revenue was due to the continued idling of our mineral processing operations, and to our inability to secure a renewed permit or financing to resume our mineral extraction operations.
We had a net loss of $307,783 for the six months ended June 30, 2026, representing a decrease of approximately 152% from our net income of $591,945 during the six months ended June 30, 2025. The change over the two periods is primarily the result of a gain on extinguishment of debt recognized during the six months ended June 30, 2025 that did not recur in the current period.
Liquidity and Capital Resources
Working Capital
| At June 30, 2026 | At December 31, 2025 | |||||||
| Current assets | $ | 25,968 | $ | 20,289 | ||||
| Current liabilities | $ | 11,733,419 | $ | 11,101,065 | ||||
| Working capital deficit | $ | 11,707,451 | $ | 11,080,776 | ||||
As of June 30, 2026, we had current assets of $25,968 (consisting of cash and cash equivalents), current liabilities of $11,733,419 and a working capital deficit of $11,707,451. This compares to our current assets of $20,289 (consisting of cash and cash equivalents), current liabilities of $11,101,065, and working capital deficit of $11,080,776 as of December 31, 2025. The increase in liabilities during the most recent period resulted primarily from receipt of related party loans and the accumulation of interest expense on related party loans.
As of June 30, 2026, we had an accumulated deficit of $23,498,246 since inception. We anticipate generating additional losses and, therefore, may be unable to continue operations further in the future.
| 18 |
Cash Flows
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (4,102 | ) | $ | 118,725 | |||
| Net cash provided by financing activities | $ | 51,500 | $ | (84,158 | ) | |||
| Net change in cash during period | $ | 5,679 | $ | 16,375 | ||||
Operating Activities
Net cash used in operating activities during the six months ended June 30, 2026 was $(4,102), compared to net cash provided by operating activities of $118,725 during the six months ended June 30, 2025. The change resulted primarily from the absence of a gain on the extinguishment of debt during the most recent period. During the six months ended June 30, 2026 and 2025, we had no sales and did not purchase any raw materials.
Financing Activities
Cash provided by financing activities during the six months ended June 30, 2026 was $51,500, compared to cash used in financing activities of $84,158 during the six months ended June 30, 2025. The change resulted primarily from the absence of payments on notes payable to related parties during the most recent period.
Plan of Operation
Our operating plan for the 12 months beginning from July 1, 2026 is as follows:
Our operating plan for the balance of fiscal 2026 and 2027 is to seek an investment of approximately US$3,350,000, which we believe is required to restart our mineral processing plant in China and extend Xinzhou Gold’s mining permit, which would allow us to resume our ore extraction and refinery activities, although we have not secured any financing commitment thus far.
The funds raised would be used to:
| 1. | upgrade tailings pond and water treatment facility; |
| 2. | extend and expand permitted mining area of Xinzhou Gold to access higher concentrate ore veins; |
| 3. | resume ore exploration and extraction activities; |
| 4. | re-start the mill; |
| 5. | re-test the mill; |
| 6. | develop expansion plans for our plant capacity; |
| 7. | drill additional holes near the concentration plant; and |
| 8. | undertake at least three deep drill holes in the permitted area to re-commence greater milling operations as soon as possible. |
This will involve re-testing the plant equipment and re-hiring all personnel that was laid off as a result of the mining halt. We will reactively seek partnerships with mining enterprises primarily active in the gold, silver and/or copper fields and subject to the general parameters described earlier to increase our supply of raw material. In addition, we will look for a partner in the natural resources field in order to enhance our future capability to access necessary funding and seek other businesses opportunities and other strategic transactions with a view toward diversifying our business and attracting new investment.
In order to execute our business plan over the next twelve months we expect to expend funds as follows:
| 19 |
Estimated Net Expenditures During the Next Twelve Months
| $ | ||||
| Restart mill and mining related operations | 3,000,000 | |||
| General, Administrative Expenses | 100,000 | |||
| Consulting & Permit Fees | 150,000 | |||
| Misc | 100,000 | |||
| Total | 3,350,000 | |||
In light of our nominal cash resources, we expect that we will be required to raise approximately $3,350,000 in order to execute our proposed business plan during fiscal 2026 and 2027. In the event that we are unable to raise sufficient funds to carry out our planned investment in drilling equipment and our planned exploration program, we anticipate that we will require a minimum of $350,000 to maintain our current business operations without engaging in any significant exploration activities or investment. We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed.
The continuation of our business is dependent upon obtaining further financing, a successful program of exploration and/or development, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.
We are aware that liquidity is materially constrained and dependent on additional financing.
| 20 |
Future Financings
We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, and capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
Foreign Currency Adjustments
Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Any translation adjustments are reflected as a separate component of stockholders’ equity (deficit) and have no effect on current earnings. Gains and losses resulting from foreign currency transactions are included in current results of operations.
Non-controlling Interest
Non-controlling interests in our company’s subsidiaries are reported as a component of equity, separate from the parent’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the minority interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
As a “smaller reporting company”, we are not required to provide the information required by this Item.
| Item 4. | Controls and Procedures |
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.
As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our management concluded that the Company’s disclosure controls are not effective. due to material weaknesses in our control environment and financial reporting process, lack of a functioning audit committee, a majority of independent members and a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment, and lack of monitoring of required internal control and procedures.
Changes in Internal Control Over Financial Reporting
During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 21 |
PART II - OTHER INFORMATION
| Item 1. | Legal Proceedings |
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.
| Item 1A. | Risk Factors |
As a “smaller reporting company”, we are not required to provide the information required by this Item.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
None.
| Item 3. | Defaults Upon Senior Securities |
None.
| Item 4. | Mine Safety Disclosures |
Not applicable.
| Item 5. | Other Information |
None
| Item 6. | Exhibits |
| 22 |
| 10.4 | Mining License No. C3400002009114110049341 dated November 5, 2014 in favor of Jing Xiang Xin Zhou Gold Co. Ltd. (Incorporated by reference to our Registration Statement on Form S-1/A filed on February 13, 2015) | |
| 10.5 | Gold Mining License No. (2005) 042 in favor of Jing Xiang Xin Zhou Gold Co. Ltd. (Incorporated by reference to our Registration Statement on Form S-1/A filed on February 13, 2015) | |
| 10.6 | Form of Loan Agreements between Wen Mei Tu and Zhen Ding Resources Inc. (Incorporated by reference to our Registration Statement on Form S-1/A filed on February 13, 2015) | |
| 10.7 | Business License Registration No. 3425004000003061(1-1) dated November 17, 2014 in favor of Zhen Ding Mining Co. Ltd. (Incorporated by reference to our Registration Statement on Form S-1/A filed June 9, 2015) | |
| (21) | List of Subsidiaries | |
| 21.1 | Z&W Zhen Ding Corporation, a California corporation (100% held) | |
| 21.2 | Zhen Ding Mining Co. Ltd., a PRC corporation (70% held) | |
| (31) | Rule 13a-14 (d)/15d-14d) Certifications | |
| 31.1* | Section 302 Certification by the Principal Executive Officer | |
| 31.2* | Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer | |
| (32) | Section 1350 Certifications | |
| 32.1* | Section 906 Certification by the Principal Executive Officer | |
| 32.2* | Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer | |
| 101* | Interactive Data File | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
*Filed herewith.
| 23 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ZHEN DING RESOURCES INC. | |
| (Registrant) | |
| Dated: August 19, 2026 | /s/Victor I.H. Sun |
| Victor I.H Sun | |
| President, Treasurer, Secretary and Director | |
| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
24