UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended		March 31, 2025
	or

(Mark One)

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from			to
For the quarterly period ended		June 30, 2025
	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

333-188152

ZHEN DING RESOURCES INC.

(Exact name of registrant as specified in its charter)

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

99 Ave De La Moselle, Saint-Lambert, Quebec, Canada	J4S 1W9
(Address of principal executive offices)	(Zip Code)

438-376-5317

(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
Common Stock	RBTK	OTC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

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

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

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

o¨ Yes x No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

o¨ Yes o¨ 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.

110,~~737~~411,348 common shares issued and outstanding as of ~~July~~August 1014, 2025

ZHEN DING RESOURCES INC.

FORM 10-Q

TABLE OF CONTENTS

Contents

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

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

Our unaudited interim ~~financial~~condensed consolidated financial statements for the ~~three~~six month period ended ~~March~~June 3130, 2025 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.

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Zhen Ding Resources Inc.

Condensed Consolidated Balance Sheets

(In US Dollars, except for number of shares)

As of ~~March~~June 3130, 2025 and December 31, 2024

	March 31,			December 31,
	June 30,			December 31,
	2025 (Unaudited)			2024 (Audited)
Assets
Current Assets:
Cash and cash equivalents	$	2618,~~215~~352		$	1,977
Other receivables		2,~~533~~008			-
Total current assets	$	2820,~~748~~360		$	1,977
Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable and accrued liabilities	$	~~525~~540,~~058~~581		$	505,428
Accounts payable and accrued liabilities-related parties		6,~~253~~446,~~842~~988			6,105,974
Deferred revenue		~~124~~126,~~934~~566			124,209
Due to related parties		-			733,465
Short-term debt		154,500			154,500
Short-term debt-related parties		3,~~228~~277,~~965~~288			3,306,264
Total current liabilities		10,~~287~~545,~~299~~923			10,929,840
Stockholders’ deficit
Common stock, 150,000,000 authorized, $0.0001 par value, 110,967,348 shares issued and outstanding		11,097			11,097
Additional paid-in capital		14,866,506			14,866,506
Subscriptions receivable		(5,431	)		(5,431	)
Accumulated other comprehensive income		~~910~~822,~~843~~828			955,580
Accumulated deficit		(2223,~~906~~021,~~127~~488	)		(23,419,382	)
Total deficit attributable to Zhen Ding Resources Inc.		(7,~~123~~326,~~112~~488	)		(7,591,630	)
Non-controlling interests		(3,~~135~~199,~~439~~075	)		(3,336,233	)
Total Stockholders’ deficit		(10,~~258~~525,~~551~~563	)		(10,927,863	)
Total liabilities and Stockholders’ deficit	$	2820,~~748~~360		$	1,977

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

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Zhen Ding Resources Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

For the three and six months ended ~~March~~June 3130, 2025 and ~~March~~ ~~31,~~ 2024

(Unaudited)

	March 31, 2025			March 31, 2024
	Three months ended						Six months ended
Operating expenses:
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
General and administrative	$	17,382		$	14,797
Operating expenses:
Total operating expenses		17,382			14,797
General and administrative		18,079			26,488			35,461			41,285
Operating loss		(17,382	)		(14,797	)
Total operating expenses		18,079			26,488			35,461			41,285
Other expense:
Operating loss		(18,079	)		(26,488	)		(35,461	)		(41,285	)
Gain on extinguishment of debt		874,961			-
Other expenses
Interest expenses		(124,357	)		(124,775	)
Gain on extinguishment of debt		631			-			(874,330	)		-
Net Income/(Loss)		733,222			(139,572	)
Interest expenses		122,567			123,755			246,924			248,530
(Income)/Loss attributable to non-controlling interests		(219,967	)		34,913
Total expenses		(141,277	)		(150,243	)		591,945			(289,815	)
Net Income/(Loss) attributable to Zhen Ding Resources Inc.	$	513,255		$	(104,659	)
Net Income/(Loss)		(141,277	)		(150,243	)		591,945			(289,815	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)
Net Income/(Loss) attributable to non-controlling interests		25,916			34,454			(194,051	)		69,367
Basic and diluted weighted average number of common shares outstanding		110,967,348			110,737,348
Net Income/(Loss) attributable to Zhen Ding Resources Inc.	$	(115,361	)	$	(115,789	)	$	397,894		$	(220,448	)
Comprehensive loss:
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)	$	0.00		$	(0.00	)
Net Income/(Loss)	$	733,222		$	(139,572	)
Basic and diluted weighted average number of common shares outstanding		110,967,348			110,737,348			110,967,348			110,737,348
Other comprehensive income (loss):
Comprehensive loss:
Foreign currency translation adjustments		(63,910	)		166,399
Net Income/(Loss)	$	(141,277	)	$	(150,243	)	$	591,945		$	(289,815	)
Total comprehensive loss		669,312			26,827
Other comprehensive income (loss):
Comprehensive gain attributable to non-controlling interest		(200,794	)		(15,008	)
Foreign currency translation adjustments		(125,735	)		65,755			(189,645	)		232,154
Comprehensive gain attributable to Zhen Ding Resources Inc.	$	468,518		$	11,819
Total comprehensive income (loss)		(267,012	)		(84,488	)		402,300			(57,661	)
Comprehensive income (loss) attributable to non-controlling interest		63,636			14,728			(137,158	)		(280	)
Comprehensive income (loss) attributable to Zhen Ding Resources Inc.	$	(330,648	)	$	(99,216	)	$	539,458		$	(57,381	)

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

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Zhen Ding Resources Inc.

Condensed Consolidated Statements of Cash Flows

(In US Dollars)

For the ~~three~~six months ended ~~March~~June 3130, 2025 and ~~March~~ ~~31,~~ 2024

(Unaudited)

	March 31,			March 31,
	June 30,			June 30,
	2025			2024
Cash flows from operating activities
Net Income/(loss)	$	733,222		$	(139,572	)
Net Income/(Loss)	$	591,945		$	(289,815	)
Adjustment to reconcile net loss to net cash used in operating activities:
Gain on extinguishment of debt		(733,465	)		-
Changes in operating assets and liabilities:
Other receivables		(2,008	)		-
Other receivables		(2,533	)		-
Accounts payable and accrued liabilities		35,153			3,509
Accounts payable and accrued liabilities		19,630			1,943
Accounts payable and accrued liabilities-related parties		227,100			237,648
Accounts payable and accrued liabilities-related parties		124,357			124,775
Net cash used in operating activities		118,725			(48,658	)
Net cash provided by (used in) operating activities		141,211			(12,854	)
Cash flows from financing activities
Payments on notes payable – related parties		(~~122~~123,~~768~~813	)		-
Proceeds from borrowings on short-term debt – related parties		2539,~~210~~655			1556,~~000~~630
Net cash (used in) provided by financing activities		(97,558	)		15,000
Net cash provided by financing activities		(84,158	)		56,630
Foreign currency translation		(1918,~~415~~192	)		~~(3,541~~203	)
Net change in cash		2416,~~238~~375			(18,~~395~~175	)
Cash and cash equivalents - beginning of the period		1,977			6,293
Cash and cash equivalents - end of the period	$	2618,~~215~~352		$	414,~~898~~468
Supplemental cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income tax	$	-		$	-

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

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Zhen Ding Resources Inc.

Consolidated Statement of Stockholders’ Deficit

For the six months ended June, 2025 and 2024

(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, 2024	$	110,967,348	11,097	$	14,866,506	$	(5,431	)	$	955,580		$	(23,419,382	)	$	(3,336,233	)	$	(10,927,863	)
Foreign currency translation adjustment		-	-		-		-			(132,752	)		-			(56,893	)		(189,645	)
Net loss		-	-		-		-			-			397,894			194,051			591,945

Balances, June 30, 2025	$	110,967,348	11,097	$	14,866,506	$	(5,431	)	$	822,828		$	(23,021,488	)	$	(3,199,075	)	$	(10,525,563	)

	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, 2023	$	110,737,348		11,074	$	14,365,129	$	(5,431	)	$	759,550	$	(22,452,142	)	$	(3,281,183	)	$	(10,603,003	)
Foreign currency translation adjustment		-		-		-		-			162,507		-			69,647			232,154
Net loss	$	-		-		-		-			-		(220,448	)		(69,367	)		(289,815	)

Balances, June 30, 2024		110,737,348		11,074	$	14,365,129	$	(5,431	)	$	922,057	$	(22,672,590	)	$	(3,280,903	)	$	(10,660,664	)

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

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Zhen Ding Resources Inc.

~~Condensed~~ Consolidated Statement of Stockholders’ Deficit

~~(In~~For USthe ~~Dollars,~~three ~~except~~months ~~for~~ended ~~number~~June of30, ~~shares)~~2025 and 2024

For the periods ended March 31, 2025 and March 31, 2024

(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, 2024		110,967,348	$	11,097	$	14,866,506	$	(5,431	)	$	955,580		$	(23,419,382	)	$	(3,336,233	)	$	(10,927,863	)
Balances, March 31, 2025	$	110,967,348		11,097	$	14,866,506	$	(5,431	)	$	910,843		$	(22,906,127	)	$	(3,135,439	)	$	(10,258,551	)
Foreign currency translation adjustment		-		-		-		-			(4488,~~737~~015	)		-			(1937,~~173~~720	)		(63125,~~910~~735	)
Net loss	$	-		-		-		-			-			~~513~~(115,~~255~~361	)		~~219~~(25,~~967~~916	)		~~733~~(141,~~222~~277	)
Balances, March 31, 2025		110,967,348	$	11,097	$	14,866,506	$	(5,431	)	$	910,843		$	(22,906,127	)	$	(3,135,439	)	$	(10,258,551	)
Balances, June 30, 2025		110,967,348		11,097	$	14,866,506	$	(5,431	)	$	822,828		$	(23,021,488	)	$	(3,199,075	)	$	(10,525,563	)

	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, 2023		110,737,348	$	11,074	$	14,365,129	$	(5,431	)	$	759,550	$	(22,452,142	)	$	(3,281,183	)	$	(10,603,003	)
Balances, March 31, 2024	$	110,737,348		11,074	$	14,365,129	$	(5,431	)	$	876,028	$	(22,556,801	)	$	(3,266,175	)	$	(10,576,176	)
Foreign currency translation adjustment		-		-		-		-			~~116~~46,~~478~~029		-			4919,~~921~~726			~~166~~65,~~399~~755
Net loss		-		-		-		-			-		(~~104~~115,~~659~~789	)		(34,~~913~~454	)		(~~139~~150,~~572~~243	)
Balances, March 31, 2024		110,737,348	$	11,074	$	14,365,129	$	(5,431	)	$	876,028	$	(22,556,801	)	$	(3,266,175	)	$	(10,576,176	)
Balances, June 30, 2024	$	110,737,348		11,074	$	14,365,129	$	(5,431	)	$	922,057	$	(22,672,590	)	$	(3,280,903	)	$	(10,660,664	)

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

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Zhen Ding Resources Inc.

Notes to ~~Condensesd~~ Consolidated Financial Statements

(Unaudited)

Note 1. Description of Business

Zhen Ding Resources Inc. (formerly Robotech Inc.) (the “Company”, “Zhen Ding DE”, or “ZDRI”) was incorporated in the State of Delaware in September 1996 and began its business activities in the development and marketing of specialized technological equipment. In early 2010, the business direction of our Company was changed to seek opportunities to focus particularly on searching for companies engaged in the mining of gold, silver and copper.

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

Our Company, through Z&W CA, participates in a joint venture with Jing Xian Xinzhou Gold Co., Ltd. (“Xinzhou Gold”), a company organized under the laws of the People’s Republic of China (“PRC”). The joint venture company, JXZD, is 70% held by our Company through Z&W CA who has the mineral exploration, mineral mining and gold mining rights to a property located in the southwestern part of Anhui province in China, near the town of Jing Xian. Xinzhou Gold, the other 30% partner of JXZD is the actual named owner of the various licenses used by JXZD and transferred all rights emanating from these licenses as part of the joint venture agreement between Z&W CA and Xinzhou Gold. Our Company’s primary activity, through JXZD, is ore processing and production in China.

In 2017, the Company shut down its mineral processing plant in China due to insufficient working capital. The Company had limited operations and plans to resume selling processed ore concentrate as soon as possible to provide Zhen Ding JV the cash flow needed to keep its plant operating and to maintain a viable work force for future expansion.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

~~The~~These ~~accompanying~~ unaudited condensed consolidated financial statements have been prepared in accordance with ~~accounting~~rules ~~principles~~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 ~~with~~and with the instructions ~~for~~to ~~Form 10-Q and Article 8 of~~ Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by ~~GAAP~~generally accepted accounting principles for complete financial statements. In the opinion of ~~the~~management, the Company’s ~~management,~~has included all adjustments considered necessary for a fair presentation ~~(consisting~~and ofsuch ~~normal recurring~~ adjustments) ~~have been included. The results for the interim periods~~ are ~~not necessarily indicative~~ of ~~what~~a ~~the~~normal ~~results~~recurring ~~will be for the~~nature. ~~fiscal~~These ~~year. The accompanying~~ unaudited condensed consolidated financial statements should be read in conjunction with the ~~audited~~condensed ~~Consolidated Financial~~consolidated ~~Statements~~financial ~~as of and~~ statements for the ~~fiscal~~ year ended December 31, 2024 ~~(“fiscal~~and ~~year~~notes ~~2024”)~~thereto. ~~contained~~The inresults of operations for the ~~Company’s~~six months ended June 30, 2025, are not necessarily ~~2024~~indicative ~~Annual~~of ~~Report~~the onresults ~~Form~~to ~~10-K~~be ~~filed~~expected ~~with~~for the ~~SEC~~full onfiscal ~~April~~year 15ended December 31, ~~2025~~2024.

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, which is responsible for the integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) in all material respects and have been consistently applied in preparing the accompanying financial statements.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries Z&W CA and its majority owned subsidiary JXZD. All inter-company transactions and balances were eliminated. The portion of the income applicable to non-controlling interests in subsidiary undertakings is reflected in the 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.

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Foreign Currency Adjustments

Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Any translation adjustments are reflected as a separate component of stockholders’ equity (deficit) and have no effect on current earnings. Gains and losses resulting from foreign currency transactions are included in current results of operations. During the periods ended ~~March~~June 3130, 2025 and 2024, the Company had aggregate foreign currency translation gains (loss) of $(63$189,~~910~~645) and ~~166~~$232,~~399~~154, respectively.

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.

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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 ~~March~~June 3130, 2025. 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, other receivable, due to related parties, short term debt and short term debt – related parties, approximated their fair values as of ~~March~~June 3130, 2025 and December 31, 2024, due to their short-term nature.

Non-controlling Interests

Non-controlling interests in the Company’s subsidiaries are reported as a component of equity, separate from the parent’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the minority interest are included in our 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.

Basic and Diluted Earnings (Loss) Per Common Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For all periods presented, there were no potentially dilutive securities outstanding.

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. The Company is currently evaluating the potential impact of adopting this new guidance.

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.

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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 ~~March~~June 3130, 2025, the Company had accumulated losses of $2223,~~906~~021,~~127~~488 since inception and had a working capital deficit of $10,~~258~~525,~~551~~563. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. Realization value may be substantially different 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. ~~Short-Term~~Segment ~~Debt~~ Information

The ~~following~~Company ~~table~~is ~~represents~~engaged as a mineral processing plant in China. The Company has identified the ~~details~~Chief Executive Officer of the Company as the CODM, who uses revenues and expenses to evaluate the ~~short-term~~business, ~~debts~~predominantly ~~at March~~in 31the cash forecasting process, ~~2025~~to make resource allocation decisions at the entity level.. The Company's operations constitute a single operating segment and ~~December~~therefore, 31a single reportable segment, ~~2024:~~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.

Schedule of short-term debts
Issuance date	Maturity	Interest Rate	03.31.2025		12.31.2024
October 2, 2019	October 1, 2020	1% per month	$	10,000	$	10,000
January 15, 2020	January 15, 2021	1% per month		22,000		22,000
April 16, 2020	April 15, 2021	1% per month		13,500		13,500
July 2, 2020	July 1, 2021	1% per month		18,500		18,500
October 23, 2020	October 22, 2021	1% per month		6,500		6,500
January 5, 2021	January 15, 2022	1% per month		22,500		22,500
March 10, 2021	March 10, 2022	1% per month		20,000		20,000
July 13, 2021	July 13,2022	1% per month		16,500		16,500
December 14, 2021	December 14, 2022	1% per month		25,000		25,000
			$	154,500	$	154,500

Note 5. Short-Term Debt

The following table represents the details of the short-term debts at June 30, 2025 and December 31, 2024:

Schedule of short-term debts
Issuance date	Maturity	Interest Rate	06.30.2025		12.31.2024
October 2, 2019	October 1, 2020	1% per month	$	10,000	$	10,000
January 15, 2020	January 15, 2021	1% per month		22,000		22,000
April 16, 2020	April 15, 2021	1% per month		13,500		13,500
July 2, 2020	July 1, 2021	1% per month		18,500		18,500
October 23, 2020	October 22, 2021	1% per month		6,500		6,500
January 5, 2021	January 15, 2022	1% per month		22,500		22,500
March 10, 2021	March 10, 2022	1% per month		20,000		20,000
July 13, 2021	July 13,2022	1% per month		16,500		16,500
December 14, 2021	December 14, 2022	1% per month		25,000		25,000
			$	154,500	$	154,500

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

During the ~~three~~six months ended ~~March~~June 3130, 2025 ~~and~~ and 2024, the Company recorded interest expense and accrued interest of $49,~~635~~270 and $49,~~635~~270, respectively and is included in interest expense in the consolidated statements of operations.

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Note 56. Related Party Transactions

Accounts payable

As of ~~March~~June 3130, 2025 and December 31, 2024, ~~the~~ the Company had payables of $0 and $733,465, respectively, to Xinzhou Gold. These payables bear no interest, are unsecured and are due on demand.

Short-term debt

As of ~~March~~June 3130, 2025 and December 31, 2024, the Company had short-term debts to related parties of $3,~~228~~277,~~965~~288 and $3,306,264, respectively. The details of the loans are described as below.

At ~~March~~June 3130, 2025:

Schedule of debt

Name

Relationship to the Company

Amount

Interest Rate

Start Date

Maturity

Shor-term debt

Wei De Gang

CEO & Legal person of JXZD

2,353,637

15%

May 31, 2011

May 31, 2014

Zhao Yan Ling

Former office manager of JXZD, wife of Zhou Zhi Bin

14,469

15%

January 1, 2011

December 31, 2013

Zhou Zhi Bin

Former CEO & Legal person of JXZD

6,890

15%

January 1, 2011

December 31, 2013

Tang Yong Hong

Manager of JXZD

283,237

15%

February 28, 2015

February 28, 2016

Victor Sun

Shareholder of ZDRI

50,282

January 1, 2011

On Demand

Victor Sun

Shareholder of ZDRI

12,000

15%

April 25, 2022

May 2, 2023

Victor Sun

Shareholder of ZDRI

13,000

15%

May 2, 2022

May 2, 2023

Victor Sun

Shareholder of ZDRI

12,000

15%

July 12, 2022

July 12, 2023

Victor Sun

Shareholder of ZDRI

12,500

15%

December 6, 2022

December 5, 2023

Victor Sun

Shareholder of ZDRI

13,500

15%

January 11, 2023

January 11, 2024

Victor Sun

Shareholder of ZDRI

14,500

15%

April 03, 2023

April 03, 2024

Victor Sun

Shareholder of ZDRI

13,850

15%

June 07, 2023

June 06, 2024

Victor Sun

Shareholder of ZDRI

12,000

15%

July 10, 2023

July 10, 2024

Victor Sun

Shareholder of ZDRI

12,500

15%

October 13, 2023

October 13,2024

Victor Sun

Shareholder of ZDRI

15,000

15%

January 18, 2024

January 18, 2025

Victor Sun

Shareholder of ZDRI

15,000

15%

April 11,2024

April 11, 2025

Victor Sun

Shareholder of ZDRI

10,000

15%

May 17, 2024

June 16, 2025

Victor Sun

Shareholder of ZDRI

16,500

15%

June 10, 2024

June 10, 2025

Victor Sun

Shareholder of ZDRI

6,500

15%

July 28, 2024

July 28, 2025

Victor Sun

Shareholder of ZDRI

19,500

15%

July 28, 2024

July 28, 2025

Victor Sun

Shareholder of ZDRI

5,000

15%

September 11, 2024

September 11, 2025

Victor Sun

Shareholder of ZDRI

5,000

15%

September 15, 2024

September 15, 2025

Victor Sun

Shareholder of ZDRI

12,000

15%

October 15, 2024

October 15, 2025

Victor Sun

Shareholder of ZDRI

12,000

15%

January 10,2025

January 11, 2026

Victor Sun

Shareholder of ZDRI

12,500

15%

February 12, 2025

February 12, 2026

Current portion of long-term debt

Zhou Qiang

Office manager of JXZD

275,600

15%

December 18, 2012

December 18,2015

Total

3,228,965

Name

Relationship to the Company

Amount

Interest Rate

Start Date

Maturity

Shor-term debt

Wei De Gang

CEO & Legal person of JXZD

2,384,381

15%

May 31, 2011

May 31, 2014

Zhao Yan Ling

Former office manager of JXZD,
wife of Zhou Zhi Bin

14,658

15%

January 1, 2011

December 31, 2013

Zhou Zhi Bin

Former CEO & Legal person of
JXZD

6,980

15%

January 1, 2011

December 31, 2013

Tang Yong Hong

Manager of JXZD

286,937

15%

February 28, 2015

February 28, 2016

Yan Chun Yan

Accountant of JXZD

15%

August 31, 2014

August 31, 2015

Victor Sun

Shareholder of ZDRI

50,282

January 1, 2011

On Demand

Victor Sun

Shareholder of ZDRI

12,000

15%

April 25, 2022

May 2, 2023

Victor Sun

Shareholder of ZDRI

13,000

15%

May 2, 2022

May 2, 2023

Victor Sun

Shareholder of ZDRI

12,000

15%

July 12, 2022

July 12, 2023

Victor Sun

Shareholder of ZDRI

12,500

15%

December 6, 2022

December 5, 2023

Victor Sun

Shareholder of ZDRI

13,500

15%

January 11, 2023

January 11, 2024

Victor Sun

Shareholder of ZDRI

14,500

15%

April 03, 2023

April 03, 2024

Victor Sun

Shareholder of ZDRI

13,850

15%

June 07, 2023

June 06, 2024

Victor Sun

Shareholder of ZDRI

12,000

15%

July 10, 2023

July 10, 2024

Victor Sun

Shareholder of ZDRI

12,500

15%

October 13, 2023

October 13,2024

Victor Sun

Shareholder of ZDRI

15,000

15%

January 18, 2024

January 18, 2025

Victor Sun

Shareholder of ZDRI

15,000

15%

April 11,2024

April 11, 2025

Victor Sun

Shareholder of ZDRI

10,000

15%

May 17, 2024

June 16, 2025

Victor Sun

Shareholder of ZDRI

16,500

15%

June 10, 2024

June 10, 2025

Victor Sun

Shareholder of ZDRI

6,500

15%

July 28, 2024

July 28, 2025

Victor Sun

Shareholder of ZDRI

19,500

15%

July 28, 2024

July 28, 2025

Victor Sun

Shareholder of ZDRI

5,000

15%

September 11, 2024

September 11, 2025

Victor Sun

Shareholder of ZDRI

5,000

15%

September 15, 2024

September 15, 2025

Victor Sun

Shareholder of ZDRI

12,000

15%

October 15, 2024

October 15, 2025

Victor Sun

Shareholder of ZDRI

12,000

15%

January 10,2025

January 11, 2026

Victor Sun

Shareholder of ZDRI

12,500

15%

February 12, 2025

February 12, 2026

Victor Sun

Shareholder of ZDRI

10,000

15%

April 16, 2025

March 15, 2026

Current portion of long-term debt

Zhou Qiang

Office manager of JXZD

279,200

15%

December 18, 2012

December 18,2015

Total

3,277,288

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At December 31, 2024:

Name

Relationship to the Company

Amount

Interest Rate

Start Date

Maturity

Shor-term debt

Wei De Gang

CEO & Legal person of JXZD

2,435,873

15%

May 31, 2011

May 31, 2014

Zhao Yan Ling

Former office manager of JXZD, wife of Zhou Zhi Bin

14,385

15%

January 1, 2011

December 31, 2013

Zhou Zhi Bin

Former CEO & Legal person of JXZD

6,850

15%

January 1, 2011

December 31, 2013

Tang Yong Hong

Manager of JXZD

295,293

15%

February 28, 2015

February 28, 2016

Yan Chun Yan

Accountant of JXZD

9,231

15%

August 31, 2014

August 31, 2015

Victor Sun

Shareholder of ZDRI

50,282

January 1, 2011

On Demand

Victor Sun

Shareholder of ZDRI

12,000

15%

April 25, 2022

May 2, 2023

Victor Sun

Shareholder of ZDRI

13,000

15%

May 2, 2022

May 2, 2023

Victor Sun

Shareholder of ZDRI

12,000

15%

July 12, 2022

July 12, 2023

Victor Sun

Shareholder of ZDRI

12,500

15%

December 6, 2022

December 5, 2023

Victor Sun

Shareholder of ZDRI

13,500

15%

January 11, 2023

January 11, 2024

Victor Sun

Shareholder of ZDRI

14,500

15%

April 03, 2023

April 03, 2024

Victor Sun

Shareholder of ZDRI

13,850

15%

June 07, 2023

June 06, 2024

Victor Sun

Shareholder of ZDRI

12,000

15%

July 10, 2023

July 10, 2024

Victor Sun

Shareholder of ZDRI

12,500

15%

October 13, 2023

October 13,2024

Victor Sun

Shareholder of ZDRI

15,000

15%

January 18, 2024

January 18, 2025

Victor Sun

Shareholder of ZDRI

15,000

15%

April 11,2024

April 11, 2025

Victor Sun

Shareholder of ZDRI

10,000

15%

May 17, 2024

June 16, 2025

Victor Sun

Shareholder of ZDRI

16,500

15%

June 10, 2024

June 10, 2025

Victor Sun

Shareholder of ZDRI

6,500

15%

July 28, 2024

July 28, 2025

Victor Sun

Shareholder of ZDRI

19,500

15%

July 28, 2024

July 28, 2025

Victor Sun

Shareholder of ZDRI

5,000

15%

September 11, 2024

September 11, 2025

Victor Sun

Shareholder of ZDRI

5,000

15%

September 15, 2024

September 15, 2025

Victor Sun

Shareholder of ZDRI

12,000

15%

October 15, 2024

October 15, 2025

Current portion of long-term debt

Zhou Qiang

Office manager of JXZD

274,000

15%

December 18, 2012

December 18,2015

Total

3,306,264

As of March 31, 2025 and December 31, 2024, the Company had accrued interest payable to the related parties of $6,253,842 and $6,105,974, respectively. For the periods ended March 31, 2025 and 2024, the Company recorded interest expense of $124,357 and $124,775, respectively. The Company has received no demands for repayment of matured debt instruments.

Note 6. Accounts Payable and Accrued Liabilities

As of March 31, 2025 and December 31, 2024, the Company had accounts payable of $184,314 and $174,297 respectively. As of March 31, 2025 and December 31, 2024 the Company had accrued liabilities of $340,744 and $331,131.

Note 7. Deferred Revenues

As of March 31, 2025 and December 31, 2024, the Company had deferred revenue of $124,934 and $124,209 related to receipts of payment for unprocessed ore from Xinzhou Gold Co. Ltd, respectively, related to advances that the Company received from its customers. The Company has received no demands for repayment of deferred revenues.

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~~Note~~As 8.of June 30, 2025 and December 31, ~~Contingencies~~2024, the Company had accrued interest payable to the related parties of $6,446,988 and $6,105,974, respectively. For the periods ended June 30, 2025 and 2024, the Company recorded interest expense of $246,924 and $248,530, respectively. The Company has received no demands for repayment of matured debt instruments.

Note 7. Accounts Payable and Accrued Liabilities

As of June 30, 2025 and December 31, 2024, the Company had accounts payable of $185,992 and $174,297 respectively. As of June 30, 2025 and December 31, 2024 the Company had accrued liabilities of $354,589 and $331,131.

Note 8. Deferred Revenues

As of June 30, 2025 and December 31, 2024, the Company had deferred revenue of $126,566 and $124,209 related to receipts of payment for unprocessed ore from Xinzhou Gold Co. Ltd, respectively, related to advances that the Company received from its customers. The Company has received no demands for repayment of deferred revenues.

Note 9. Contingencies

Concentration of Credit Risk

Substantially all of the Company’s bank accounts are in banks located in The People’s Republic of China and are not covered by protection similar to that provided by the FDIC on funds held in United States banks.

Note 910. Revision

Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings (loss) or and financial position.

Note 1011. Subsequent Events

The Company does not have any events subsequent to ~~March~~June 3130, 2025 through August ~~July 10~~14, 2025 the date the financial statements were issued for disclosure consideration.

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Item 2.

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

FORWARD LOOKING STATEMENTS

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

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

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

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

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

General Overview

We are engaged in seeking business partnership opportunities with companies that are in the field of exploration and extraction of precious and/or base metals, primarily in China, which are in need of funding and improved management. We would provide the necessary management expertise and assist in financing efforts of these mining operations. In exchange, we would acquire metal ores produced by these mines and process the ores in our ore milling plant and sell the ore concentrates to metal refineries. 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 joint venture partner, which holds 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.

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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 from the Wuxi Gold Mine, formerly operated by Xinzhou Gold.

On March 8, 2012, we changed our name from Robotech, Inc. to Zhen Ding Resources Inc., in anticipation of the acquisition of Zhen Ding NV. Our trading symbol, RBTK, however remained unchanged.

During 2012, a total of 50,746,358 shares of the issued and outstanding common stock of Zhen Ding NV were tendered to our company. On August 13, 2013, an additional 13,100,000 shares were tendered to us. 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.

1514

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Our Current Business

Background

On December 18, 2024, the Anhui Province Jing County People's Court approved the bankruptcy of our joint venture partner, Xinzhou Gold. 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.

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

Our joint venture, Zhen Ding JV, is equipped to process ore mined by our joint venture partner 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.15

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~~Xinzhou~~Our ~~Gold~~joint ~~applied~~venture, ~~for~~Zhen anDing ~~extension~~JV, ofis ~~the~~equipped ~~permitted~~to ~~mining~~process ~~area,~~ore ~~however,~~mined ~~the application was rejected~~ by ~~the~~our ~~government~~joint inventure ~~December~~partner ~~2016~~at ~~due~~the toWuxi ~~Xinzhou~~ Gold’s ~~insufficient~~Mine, ~~working capital~~when in operation. Zhen ~~Xinzhou~~Ding ~~Gold~~JV ~~intends~~purchases tothe ~~reapply~~ore ~~for~~in rock anform ~~extension~~and ofprocesses the ~~permitted~~ore ~~mining~~into ~~area~~our ~~when~~final itproduct, which is ~~able~~a togold, ~~demonstrate~~silver, ~~sufficient~~lead, ~~working capital~~zinc toand ~~drill~~copper ~~the~~ore ~~extended area~~concentrate. ~~However,~~We ifestimate ~~sufficient~~that our ~~working~~processed ~~capital~~product is ~~unavailable,~~65% orto ~~should~~80% ~~the~~pure. ~~application~~The beproduct ~~denied~~is onthen ~~other grounds,~~sold weto ~~would~~refineries ~~not~~which befurther ~~able~~purify toand ~~secure~~separate ~~another~~the ~~source~~concentrate. Zhen Ding ~~with~~JV ~~higher~~also ~~grade~~arranges ~~ores~~all ~~for our processing plant~~exploration, ~~which~~mining ~~would~~process ~~severely~~and ~~limit~~operations, ~~our ability~~and tofinancial ~~execute~~and ~~our~~administrative ~~plan~~support offor ~~operation~~the ~~and~~Wuxi ~~our~~Gold ~~potential profitability~~Mine.

We purchase all of our raw material from the Wuxi Gold Mine for our ore processing operation and have relied solely on the Wuxi Gold Mine for our supply of ores. 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 intends to reapply for an extension of the permitted mining area when it is able to demonstrate sufficient working capital to drill the extended area. However, if sufficient working capital is unavailable, or should the application be denied on other grounds, we would not be able to secure another 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 an overall downturn in the demand and market prices for our concentrates. This downturn coincided with an overall economic recession in China and downturn in the global commodities market during fiscal 2015 through 2016.

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.

~~Summary~~More ofrecently, ~~Operations~~our ~~during~~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 ~~Three~~Wuxi ~~Months~~Gold Mine Lands and infrastructure. However, the proposed collaboration is subject to obtaining satisfactory ~~Ended~~results ~~March~~from 31a feasibility study (which has been commissioned by XEP), ~~2025~~the negotiation of satisfactory financial and other terms, and government approval.

InSummary ~~light~~ of ~~the~~Operations ~~continued strength of gold prices~~ during the ~~first~~Six ~~quarter of 2024, our management continues to seek proposals from prospective investors and partners seeking to participate~~Months inEnded aJune ~~smaller drilling operation and other joint venture projects and transactions. However~~30, ~~there is no assurance that a suitable opportunity will be identified or secured.~~2025

In light of the continued strength of gold prices during the first six months of 2025, 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.

1716

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Results of Operations

Three Months Ended ~~March~~June 3130, 2025 compared to to the Three Months Ended ~~March~~June 3130, 2024

The following table summarizes key items of comparison and their related increase (decrease) for the three- month periods ended ~~March~~June 3130, 2025 and 2024~~, respectively~~:

	Three Months Ended March 31, 2025			Three Months Ended March 31, 2024
	Three Months Ended June 30, 2025			Three Months Ended June 30, 2024			Percentage Increase (Decrease) Between Three Month Periods Ended June 30, 2023 and 2024
General and administrative expense	$	(17,382	)	$	(14,797	)
General and administrative	$	18,079		$	26,488			(31.74	)%
Interest Expense	$	(124,357	)	$	(124,775	)
Interest expense	$	122,567		$	123,755			(0.95	)%
Gain on extinguishment of debt	$	~~874,961~~631		$	-			-	%
Net Income/(Loss)	$	~~733~~(141,~~222~~277	)	$	(~~139~~150,~~572~~243	)		(5.96	)%

We ~~did~~had not ~~earn~~earned any revenues ~~during~~in the three ~~months~~ months ended ~~March~~June 3130, 2025 or 2024, 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 ~~income~~loss of $~~733~~141,~~222~~277 for the three months ended ~~March~~June 3130, 2025, ~~compared~~representing toa decrease of approximately 6% from our net loss of $~~139~~150,~~572~~243 for the three months ended ~~March~~June 3130, 2024. The change ~~resulting~~in ~~from~~our anresults ~~extinguishment~~over ofthe ~~debt to~~two periods resulted primarily from a ~~related~~decrease ~~party~~in our general and administrative expense and interest expense during 2025.

18Six Months Ended June 30, 2025 compared to the Six Months Ended June 30, 2024

The following table summarizes key items of comparison and their related increase (decrease) for the six month ended June 30, 2025 and 2024:

	Six Months Ended June 30, 2025		Six Months Ended June 30, 2024			Percentage Increase (Decrease) Between Six Month Periods Ended June 30, 2025 and June 30, 2024
General and administrative expense	$	35,461	$	41,285			(14.10	)%
Interest expense	$	246,924	$	248,530			(0.64	)%
Gain on extinguishment of debt	$	874,330	$	-			-	%
Net Income (loss)	$	591,945	$	(289,815	)		(310.04	)%

We had not earned any revenues during the six months ended June 30, 2025 and 2024, 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 net income of $591,945 for the six months ended June 30, 2025, representing an approximately threefold improvement from our net loss of $289,815 during the six months ended June 30, 2024. The change over the two periods is primarily the result of a gain on extinguishment of debt during the six months ended June 30, 2025.

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Liquidity and Capital Resources

Working Capital

	At March 31, 2025			At December 31, 2024
	At June 30, 2025			At December 31, 2024
Current assets	$	2820,~~748~~360		$	1,977
Current liabilities	$	(10,~~287~~545,~~299~~923	)	$	(10,~~581~~929,~~074~~840	)
Working capital deficit	$	(10,~~258~~525,~~551~~563	)	$	(10,~~576~~927,~~176~~863	)

As of ~~March~~June 3130, 2025, we had current assets of $2820,~~748~~360 (consisting of $18,352 in cash and cash equivalents and $2,008 in other receivables), current liabilities of $10,~~287~~545,~~299~~923 and a working capital deficit of $10,~~258~~525,~~551~~563. This compares to our current assets of $41,~~898~~977 (consisting of cash and cash equivalents), current liabilities of $10,~~581~~929,~~074~~840, and working capital deficit of $10,~~576~~927,~~176~~ 863 as of ~~March~~December 31, 2024. The increase in cash ~~related~~and toin ~~cash~~liabilities during ~~received from~~ the ~~bankruptcy~~most ~~agreement~~recent onperiod ~~our~~resulted ~~joint~~primarily ~~venture~~from ~~partner,~~receipt ~~Xinzhou Gold~~of ~~and~~third ~~decrease~~party inloans ~~liabilities~~and ~~during~~ the ~~most~~accumulation ~~recent~~of ~~period~~interest ~~related~~expense toon ~~the extinguishment of debt~~ related party ~~to Xinzhou Gold~~loans.

As of ~~March~~June 3130, 2025, we had accumulated and other comprehensive losses of $2223,~~906~~021,~~127~~488 since inception. We anticipate generating additional losses and, therefore, may be unable to continue operations further in the future.

Cash Flows

	Three Months Ended
	Six Months Ended
	March 31,
	June 30,
	2025			2024
Net cash provided by (used in) operating activities	$	141,211		$	(12,854	)
Net cash provided by/(used in) operating activities	$	118,725		$	(46,658	)
Net cash provided by (used in) financing activities	$	(97,558	)	$	15,000
Net cash (used in)/provided by financing activities	$	(84,158	)	$	56,630
Foreign currency translation	$	(19,415	)	$	(3,541	)
Net change in cash during period	$	16,375		$	(8,175	)
Net increase (decrease) in cash during period	$	24,238		$	(1,395	)

Operating Activities

Net cash gained from in operating activities during the ~~three~~six months ended ~~March~~ 31June 30, 2025 was $~~141~~118,~~211~~725, ~~compared~~an toincrease of approximately 154% from the $12(46,~~854~~658) in net cash ~~used~~outflow ~~in operating~~ during the ~~three~~ six months ended ~~March~~June 3130, 2024. The increase ~~corresponded~~ ~~with~~resulted anprimarily ~~increase~~from ina ~~other~~gain ~~income~~on the extinguishment of debt during the most recent period, ~~related~~offset nominally toby ~~extinguishment~~an ofincrease ~~debt~~in ~~related~~accounts topayable ~~Xinzhou~~and ~~Gold~~accrued liabilities. During the six months ended June 30, 2025 and 2024, we had no sales and did not purchase any raw materials.

During the three months ended March 31, 2025 and 2024, we had no sales and did not purchase any raw materials.

Investing Activities

We received $0 from or used in investing activities during the three months ended March 31, 2025 and March 31 2024.

Financing Activities

Cash used in financing activities during the ~~three~~six months ended ~~March~~June 3130, 2025 was $9784,~~558~~158, ~~compared~~a todecrease of approximately 248% from the $1556,~~000~~630 in cash provided by financing activities during the ~~three~~six months ended June ~~March 31~~30, 2024. WeThe ~~received short-term~~decrease ~~loans~~resulted ~~of approximately $25,000~~ from ~~related~~fewer ~~parties during the three months ended March 31, 2025, which amount was offset by approximately $123,000 paid in respect of notes payable to~~ related ~~parties~~party .loans ~~The increase corresponded with an increase in other income~~ during the most recent period~~, which resulted from the payment of RMB 963,654~~.~~22 by Xinzhou Gold to the Company in respect of historical ordinary debt.~~

~~Plan of Operation~~18

Our operating plan for the 12 months beginning from April 1, 2025 is as follows:

Our operating plan for the balance of fiscal 2025 is to seek an investment of approximately US$4,500,000, which we believe is required to restart our mineral processing plant in China and extend Xinzhou Gold’s mining permit, which would allow us to resume our ore extraction and refinery activities, although we have not secured any financing commitment thus far.

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Plan of Operation

Our operating plan for the 12 months beginning from July 1, 2025 is as follows:

Our operating plan for the balance of fiscal 2025 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:

upgrade tailings pond and water treatment facility;

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

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

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

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

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

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

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

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

This will involve re-testing the plant equipment and re-hiring all personnel that was laid off as a result of the mining halt. We will reactively seek partnerships with mining enterprises primarily active in the gold, silver and/or copper fields and subject to the general parameters described earlier to increase our supply of raw material. In addition, we will look for a partner in the natural resources field in order to enhance our future capability to access necessary funding and seek other businesses opportunities and other strategic transactions with a view toward diversifying our business and attracting new investment.

In order to execute our business plan over the next twelve months we expect to expend funds as follows:

Estimated Net Expenditures During the Next Twelve Months

	$
Implementation of Environmental Planning, Remediation, and Protection Measures		1,000,000
Restart mill and mining related operations		3,000,000
General, Administrative Expenses		100,000
Consulting & Permit Fees		150,000
Contingency		250,000
Misc		100,000
Total		43,~~500~~350,000

In light of our nominal cash resources, we expect that we will be required to raise approximately $43,500,000 in order to execute our proposed business plan during fiscal 2025 and 2026. In 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.

20We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.

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Future Financings

We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, and capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Foreign Currency Adjustments

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.

Revenue Recognition

Revenue is recognized when products are shipped, title and risk of loss is passed to the customers and collection is reasonably assured. Payments received prior to the satisfaction of above criteria are deferred.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4.

Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and ~~principle~~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 ~~principle~~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 our internal 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.

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Changes in Internal Control Over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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

~~For~~As a ~~summary~~“smaller ofreporting ~~the~~company”, ~~Company’s~~we ~~risk~~are ~~factors,~~not ~~please~~required ~~refer~~ to ~~Item~~provide ~~9A of our Form 10-K for~~ the ~~year~~information ~~ended~~required ~~December~~by ~~31,~~this ~~2024~~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

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Item 6.

Exhibits

Exhibit Number		Description
(3)		Articles of Incorporation and Bylaws
3.1		Articles of Incorporation filed with the Secretary of State of the State of Delaware on September 6, 1996 (Incorporated by reference to our Registration Statement on Form S-1 filed January 6, 2014)
3.2		Bylaws (Incorporated by reference to our Registration Statement on Form S-1 filed January 6, 2014)
3.3		Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of the State of Delaware on November 4, 1996 (Incorporated by reference to our Registration Statement on Form S-1 filed January 6, 2014)
3.4		Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of the State of Delaware on February 28, 2012 (Incorporated by reference to our Registration Statement on Form S-1 filed January 6, 2014)
3.5		Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of the State of Delaware on March 20, 2012 (Incorporated by reference to our Registration Statement on Form S-1 filed January 6, 2014)
3.6		Certificate of Ownership and Merger filed with the Secretary of State of the State of Delaware on October 28, 2013 (Incorporated by reference to our Registration Statement on Form S-1 filed January 6, 2014)
(10)		Material Contracts
10.1		The Contract for Sino-Foreign Equity Joint Venture dated as of November 12, 2004 by and between Zhen Ding Corporation and Jing Xiang Xin Zhou Gold Co. Ltd. (Incorporated by reference to our Registration Statement on Form S-1 filed January 6, 2014)
10.2		Articles of Association for Zhen Ding JV dated as of October 12, 2006 by and between Z&W Zhen Ding Corporation and Jing Xiang Xin Zhou Gold Co. Ltd. (Incorporated by reference to our Registration Statement on Form S-1/A filed on February 13, 2015)
10.3		Supply Contract of Gold Concentrate Fines dated July 20, 2012 between Zhen Ding Mining Co., Ltd. and Yantai Jin Ao Metallurgical Co. Ltd. (Incorporated by reference to our Registration Statement on Form S-1/A filed on February 13, 2015)
10.4		Mining License No. C3400002009114110049341 dated November 5, 2014 in favor of Jing Xiang Xin Zhou Gold Co. Ltd. (Incorporated by reference to our Registration Statement on Form S-1/A filed on February 13, 2015)
10.5		Gold Mining License No. (2005) 042 in favor of Jing Xiang Xin Zhou Gold Co. Ltd. (Incorporated by reference to our Registration Statement on Form S-1/A filed on February 13, 2015)
10.6		Form of Loan Agreements between Wen Mei Tu and Zhen Ding Resources Inc. (Incorporated by reference to our Registration Statement on Form S-1/A filed on February 13, 2015)
10.7		Business License Registration No. 3425004000003061(1-1) dated November 17, 2014 in favor of Zhen Ding Mining Co. Ltd. (Incorporated by reference to our Registration Statement on Form S-1/A filed June 9, 2015)
(21)		List of Subsidiaries
21.1		Z&W Zhen Ding Corporation, a California corporation (100% held)
21.2		Zhen Ding Mining Co. Ltd., a PRC corporation (70% held)
(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1*		Section 302 Certification by the Principal Executive Officer
31.2*		Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1*		Section 906 Certification by the Principal Executive Officer
32.2*		Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer
101*		Interactive Data File
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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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.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ZHEN DING RESOURCES INC.
	(Registrant)
Dated: July 10, 2025	/s/ Victor Sun
Dated: August 14, 2025	/s/Victor I.H. Sun
	Victor Sun
	Victor I.H Sun
	President, Treasurer, Secretary and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

2423

Filing Compare · ZHEN DING RESOURCES INC.