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) December 14, 2020

Date of Report (Date of earliest event reported)	January 26, 2025

ZHEN DING RESOURCES INC.
(Exact name of registrant as specified in its charter)

Delaware	333-188152		11-3350926
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
99 Ave De La Moselle, Saint-Lambert, Quebec, Canada			J4S 1W9
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code		(438) 376-5317

(Former name or former address, if changed since last report.)

ZHEN DING RESOURCES INC.
(Exact name of registrant as specified in its charter)
Delaware	333-188152	11-335926
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Suite 111, 3900 Place De Java, Second Floor, Brossard, Quebec, Canada		J4Y 9C4
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (778) 297-4409 (Former name or former address, if changed since last report.)

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:

☐ ¨ 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))

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

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~~ accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐o

~~Item~~ITEM 14.01 ~~Entry~~CHANGES ~~into~~IN ~~Material~~REGISTRANT’S ~~Definitive~~CERTIFYING ~~Agreement~~ACCOUNTANT

~~Item~~On 3January 26, 2025, Zhen Ding Resources Inc.02 (the ~~Unregistered~~“Company”) ~~Sales~~dismissed TPS Thayer, LLC (“TPS”) as its independent registered public accounting firm. The reports of ~~Equity~~TPS ~~Securities~~Thayer, LLC regarding the Company’s financial statements for the fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or disclaimer of opinion and were not modified as to uncertainty, audit scope, or accounting principles, except each report did contain an explanatory paragraph related to the Company’s ability to continue as a going concern. The Company’s sole director participated in and approved the decision to change independent registered public accounting firms.

~~Effective~~During the Company’s fiscal years December 31, 142023 and 2022, ~~2020~~there ~~Zhen~~were ~~Ding~~(i) ~~Resources~~no disagreements with TPS Thayer, LLC on any matter of accounting principles or practices, financial ~~Inc.~~statement ~~(“we”~~disclosure, ~~“us”~~or auditing scope or procedure, ~~“our”~~which ~~the~~disagreements, ~~“Company”)~~if ~~issued~~not anresolved ~~aggregate~~to the satisfaction of 46TPS Thayer,~~442,550~~ ~~shares~~LLC would ofhave ~~our~~caused ~~common~~TPS ~~stock~~Thayer, LLC to ~~ten~~make ~~subscribers~~reference atto the ~~price~~subject matter of ~~$0.02~~the ~~per~~disagreements ~~share~~ in ~~consideration~~connection ~~for~~with its report, and (ii) with the ~~cancellation~~exception of ~~$928,851~~material weaknesses related to reconciliation of ~~interest bearing~~various ~~debt~~accounts, ~~payable~~lack onof ~~demand~~precision and accuracy to properly reflect in the ~~subscribers~~financial instatements, ~~respect~~no of“reportable ~~cash~~events” ~~advances~~as ~~made~~that byterm ~~them~~is todefined ~~the~~in ~~Company~~Item 304(a)(1)(v) of Regulation S-K.

WeThe ~~issued~~Company ~~45,544,300~~provided ofTPS ~~the~~Thayer, ~~shares~~LLC towith ~~nine~~a copy ~~non-US~~of ~~persons~~the ~~(as~~foregoing ~~that~~disclosures ~~term~~and isrequested ~~defined~~TPS inThayer, ~~Regulation~~LLC Sto offurnish the ~~Securities~~Company ~~Act~~with ofa ~~1933)~~letter inaddressed ~~offshore~~to ~~transactions~~the ~~relying~~Securities onand ~~Regulation~~Exchange SCommission ~~and/~~stating whether or ~~Section~~not ~~4(2)~~TPS ofThayer, ~~the~~LLC ~~Securities~~agrees ~~Act~~with ofthe ~~1933~~disclosures. WeA ~~issued~~copy ~~898,250~~ of the ~~shares~~letter toprovided ~~one~~by USTPS ~~person~~Thayer, ~~pursuant~~LLC tois ~~the exemption~~filed ~~from~~as ~~registration~~Exhibit ~~for~~16.1 ~~accredited~~to ~~investors~~this ~~provided~~Current ~~for~~Report ~~under~~on ~~Rule~~Form ~~506 of Regulation D, promulgated under the United States Securities Act of 1933, as amended~~8-K.

~~SIGNATURES~~(b) New Independent Registered Public Accounting Firm

~~Pursuant~~Effective toJanuary ~~the~~26, ~~requirements~~2025, of the ~~Securities~~Company engaged ~~Exchange~~HTL ~~Act~~International, ~~of 1934~~LLC, (“HTL”) as the ~~registrant~~Company’s ~~has~~new ~~duly~~independent ~~caused~~registered ~~this~~public ~~report~~accounting tofirm. beDuring ~~signed~~the ontwo ~~its~~most recent ~~behalf~~fiscal byyears and through December 31, 2024, the ~~undersigned~~Company ~~hereunto~~had ~~duly~~not ~~authorized.~~consulted with HTL, regarding any of the following:

	ZHEN DING RESOURCES INC.
Date: December 14, 2020	By:	/s/ Wen Mei Tu
		Wen Mei Tu
		Chief Executive Officer

The application of accounting principles to a specific transaction, either completed or proposed; The type of audit opinion that might be rendered on the Company’s financial statements, and none of the following was provided to the Company: (a) a written report, or (b) oral advice that HTL concluded was an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issue; or Any matter that was subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.

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 hereunto duly authorized.

		ZHEN DING RESOURCES INC.

Date: February 14, 2025	By:	/s/ Victor Sun
		Victor Sun
		Chief Executive Officer

Exhibit No.		Description

16.1		Letter to the Securities and Exchange Commission from TPS Thayer LLC

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