UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended		June 30, 2019
	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	11-335926
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Suite 111, 3900 Place De Java, Second Floor, Brossard, Quebec, Canada	J4Y OC4
(Address of principal executive offices)	(Zip Code)

438-882-4148

(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 ¨ 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 ¨ 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	¨
Non-accelerated filer	¨	Smaller reporting company		x
		Emerging growth company		x

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 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.

¨ 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.

63,968,798 common shares issued and outstanding as of August 12 , 2019

ZHEN DING RESOURCES INC.

FORM 10-Q

TABLE OF CONTENTS

Contents

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

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited interim financial statements for the six month period ended June 30, 2019 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.

3 

Zhen Ding Resources Inc.

Consolidated Balance Sheets

As of June 30, 2019 and December 31, 2018

	June 30,			December 31,
	2019 (Unaudited)			2018 (Audited)
Assets
Current Assets:
Cash and cash equivalents	$	22,670		$	5,931
Other receivables		-			881
Total current assets	$	22,670		$	6,812
Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable and accrued liabilities	$	643,395		$	604,396
Accounts payable and accrued liabilities-related parties		3,820,683			3,572,385
Deferred revenue		132,006			131,824
Due to related parties		778,961			777,942
Short-term debt		136,000			72,500
Short-term debt-related parties		3,751,893			3,747,273
Total current liabilities		9,262,938			8,906,320
Stockholders’ deficit
Common stock, 150,000,000 authorized, $0.0001 par value, 63,968,798 shares issued and outstanding		6,397			6,397
Additional paid-in capital		12,762,875			12,762,875
Subscriptions receivable		(5,431	)		(5,431	)
Accumulated other comprehensive income		498,567			504,405
Accumulated deficit		(19,777,017	)		(19,518,729	)
Total deficit attributable to Zhen Ding Resources Inc.		(6,514,609	)		(6,250,483	)
Non-controlling interests		(2,725,659	)		(2,649,025	)
Total Stockholders’ deficit		(9,240,268	)		(8,899,508	)
Total liabilities and Stockholders’ deficit	$	22,670		$	6,812

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

4 

Zhen Ding Resources Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	Three months ended						Six months ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Operating expenses:
General and administrative		26,432			25,895			51,239			40,706
Total operating expenses		26,432			25,895			51,239			40,706
Operating loss		(26,432	)		(25,895	)		(51,239	)		(40,706	)
Other expenses
Interest expenses		139,847			145,448			281,180			293,075
Other income		-			(23,510	)					(23,510	)
Total expenses		(166,279	)		(147,833	)		(332,419	)		(310,271	)
Net loss		(166,279	)		(147,833	)		(332,419	)		(310,271	)
Loss attributable to non-controlling interests		36,765			32,056			74,131			72,009
Net loss attributable to Zhen Ding Resources Inc.	$	(129,514	)	$	(115,777	)	$	(258,288	)	$	(238,262	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Basic and diluted weighted average number
of common shares outstanding		63,968,798			63,968,798			63,968,798			63,968,798
Comprehensive loss:
Net loss	$	(166,279	)	$	(147,833	)	$	(332,419	)	$	(310,271	)
Other comprehensive income (loss):
Foreign currency translation adjustments		190,602			431,784			(8,341	)		142,022
Total comprehensive income (loss)		24,323			283,951			(340,760	)		(168,249	)
Comprehensive income (loss) attributable to non- controlling interest		20,415			97,479			(76,634	)		(29,402	)
Comprehensive income (loss) attributable to Zhen Ding Resources Inc.	$	3,908		$	186,472		$	(264,126	)	$	(138,847	)

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

5 

Zhen Ding Resources Inc.

Consolidated Statements of Cash Flows

For the six months ended June 30, 2019 and 2018

(Unaudited) 

	June 30,			June 30,
	2019			2018
Cash flows from operating activities
Net loss	$	(332,419	)	$	(310,271	)
Adjustment to reconcile net loss to net cash used in operating activities:
Other receivables		-			(1,999	)
Accounts payable and accrued liabilities		40,899			(20,759	)
Accounts payable and accrued liabilities-related parties		248,298			291,529
Deferred revenue		182			(15,670	)
Net cash used in operating activities		(43,040	)		(57,170	)
Cash flows from financing activities
Proceeds from borrowings on short-term debt		63,500			52,500
Proceeds from borrowings on short-term debt – related parties		4,620			23,098
Repayment of borrowings on short-term debt – related parties		-			(9,534	)
Net cash provided by financing activities		68,120			66,064
Foreign currency translation		(8,341	)		51
Net change in cash		16,739			8,945
Cash and cash equivalents - beginning of the period		5,931			7,669
Cash and cash equivalents - end of the period	$	22,670		$	16,614
Supplemental cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income tax	$	-		$	-

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

6 

Zhen Ding Resources Inc.

Consolidated Statement of Stockholders’ Deficit

For the periods ended June 30, 2019 and June 30, 2018

(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, 2018		63,968,798	$	6,397	$	12,762,875		(5,431	)		504,405			(19,518,729	)		(2,649,025	)		(8,899,508	)
Foreign currency translation adjustment		-		-		-		-			(139,260	)		-			(59,683	)		(198,943	)
Net loss		-		-		-		-			-			(128,744	)		(37,366	)		(166,140	)
Balances, March 31, 2019		63,968,798	$	6,397	$	12,762,875	$	(5,431	)	$	365,145		$	(19,647,503	)	$	(2,746,074	)	$	(9,264,591	)
Foreign currency translation adjustment		-		-		-		-			133,422			-			57,180			(190,602	)
Net loss		-		-		-		-			-			(129,514	)		(36,765	)		(166,279	)
Balances, June 30, 2019		63,968,798	$	6,397	$	12,762,875	$	(5,431	)	$	498,567		$	(19,777,017	)	$	(2,725,659	)	$	(9,240,268	)

	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, 2017		63,968,798	$	6,397	$	12,762,875		(5,431	)		193,802			(19,011,152	)		(2,624,988	)		(8,678,497	)
Foreign currency translation adjustment		-		-		-		-			(203,198	)		-			(87,025	)		(290,233	)
																				-
Net loss		-		-		-		-			-			(118,027	)		(39,953	)		(157,980	)
Balances, March 31, 2018		63,968,798	$	6,397	$	12,762,875	$	(5,431	)	$	(9,396	)	$	(19,129,179	)	$	(2,751,966	)	$	(9,126,700	)
Foreign currency translation adjustment		-		-		-		-			302,849			-			129,278			432,127
Net loss		-		-		-		-			-			(136,692	)		(38,594	)		(175,286	)
Balances, June 30, 2018		63,968,798	$	6,397	$	12,762,875	$	(5,431	)	$	293,453		$	(19,265,871	)	$	(2,661,282	)	$	(8,869,859	)

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 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

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.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

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 

Interim Financial Statements

These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the 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, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2018 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2019. The results of operations for the three and six months ended June 30, 2019, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2019.

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, 2019 and 2018, the Company had aggregate foreign currency translation gains (loss) of ($8,341) and $142,022, respectively.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of six 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.

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 June 30, 2019 and December 31, 2018, 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.

Subsequent Events

The Company evaluated events subsequent to June 30, 2019 through the date the financial statements were issued for disclosure consideration.

9 

Recently Issued Accounting Pronouncements

In February 2016, FASB issued ASU No. 2016-02 Leases (Topic 842), which creates new accounting and reporting guidelines for leasing arrangements. The standard requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize on its balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The guidance in ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. Effective January 1, 2019 the Company adopted accounting standard 842, as of June 30, 2019 there is no impact on its consolidated financial statements.

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, 2019, the Company had accumulated losses of $19,777,017 since inception and had a working capital deficit of $9,240,268. 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 Debt

The following table represents the details of the short-term debts at June 30, 2019:

Issuance date	Maturity	Interest Rate	Amount
January 31, 2018	January 31, 2019*	1% per month	$	27,500
May 18, 2018	May 18, 2019*	1% per month		25,000
September 14, 2018	September 13, 2019	1% per month		20,000
January 21, 2019	January 20, 2020	1% per month		20,000
February 12, 2019	February 11, 2020	1% per month		10,000
April 26, 2019	April 25, 2020	1% per month		15,000
June 28, 2019	June 28, 2020	1% per month		18,500
				136,000

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

During the six months ended June 30, 2019, the Company recorded interest expense and accrued interest of $5,968.

Note 5. Related Party Transactions

Accounts payable

As of June 30, 2019 and December 31, 2018, the Company had payables of $778,961 and $777,942, respectively, to Xinzhou Gold. These payables bear no interest, are unsecured and are due on demand.

Short-term debt

As of June 30, 2019 and December 31, 2018, the Company had short-term debts to related parties of $3,751,893 and $3,747,273, respectively. The details of the loans are described as below.

10 

At June 30, 2019:

Name	Relationship to the Company	Amount		Interest Rate			Start Date	Maturity
Shor-term debt
Wei De Gang	CEO & Legal person of JXZD	$	2,617,867		15	%	May 31, 2011	May 31, 2014
Zhao Yan Ling	Former office manager of JXZD, wife of Zhou Zhi Bin		15,288		15	%	January 1, 2011	December 31, 2013
Zhou Zhi Bin	Former CEO & Legal person of JXZD		7,280		15	%	January 1, 2011	December 31, 2013
Tang Yong Hong	Manager of JXZD		313,408		15	%	February 28, 2015	February 28, 2016
Yan Chun Yan	Accountant of JXZD		162		15	%	August 31, 2014	August 31, 2015
Wen Mei Tu	President & shareholder of ZDRI		370,800		12	%	Various	Various
Importation Tresor Plus Inc	Shareholder of ZDRI		30,000		12	%	July 9, 2012	July 12, 2013
Tony Ng Man Kin	Shareholder of ZDRI		25,000		12	%	February 27, 2013	February 27, 2014
Wei Tai Trading Inc.	Shareholder of ZDRI		12,000		12	%	June 3, 2015	September 3, 2015
JYS Technologies Inc.	Wen Mei Tu’s brother in law owned		6,000		12	%	May 22, 2015	July 19, 2016
Philip Pak	Shareholder of ZDRI		41,000		12	%	Various	Various
Victor Sun	Consultant & shareholder of ZDRI		3,923		0	%	January 1, 2013	On Demand
Helen Chen	President of Z&W CA		17,965		0	%	January 1, 2011	On Demand
Current portion of long-term debt
Zhou Qiang	Office manager of JXZD		291,200		15	%	December 18, 2012	December 18, 2015
Total		$	3,751,893

At December 31, 2018:

Name	Relationship to the Company	Amount		Interest Rate			Start Date	Maturity
Short-term debt – related party
Wei De Gang	Former CFO & Legal person of JXZD	$	2,614,271		15	%	May 31, 2011	May 31, 2014
Zhao Yan Ling	Former office manager of JXZD, wife of Zhou Zhi Bin		15,267		15	%	January 1, 2011	December 31, 2013
Zhou Zhi Bin	Former CEO & Legal person of JXZD		7,270		15	%	January 1, 2011	December 31, 2013
Tang Yong Hong	Manager of JXZD		312,977		15	%	February 28, 2015	February 28, 2016
Wen Mei Tu	President & shareholder of ZDRI		370,800		12	%	Various	Various
Importation Tresor Plus Inc	Shareholder of ZDRI		30,000		12	%	July 9, 2012	July 12, 2013
Tony Ng Man Kin	Shareholder of ZDRI		25,000		12	%	February 27, 2013	February 27, 2014
Wei Tai Trading Inc.	Shareholder of ZDRI		12,000		12	%	June 3, 2015	September 3, 2015
JYS Technologies Inc.	Wen Mei Tu’s brother in law owned		6,000		12	%	May 22, 2015	July 19, 2016
Philip Pak	Consultant & shareholder of ZDRI		41,000		12	%	Various	Various
Victor Sun	Consultant & shareholder of ZDRI		3,923		0	%	January 1, 2013	On Demand
Helen Chen	President of Z&W CA		17,965		0	%	January 1, 2011	On Demand
Current portion of long-term debts – related parties
Zhou Qiang	Office manager of JXZD		290,800		15	%	December 18, 2012	December 18, 2015
Total		$	3,747,273

11 

As of June 30, 2019 and December 31, 2018, the Company had accrued interest payable to the related parties of $3,820,683 and $3,572,385, respectively. For the periods ended June 30, 2019 and 2018, the Company recorded interest expense of $281,180 and $293,075, respectively. The Company has received no demands for repayment of matured debt instruments.

Note 6. Deferred Revenues

As of June 30, 2019 and December 31, 2018, the Company had deferred revenue of $132,006 and $131,824 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 7. Contingencies

Concentration of Credit Risk

The Company and its subsidiaries are subject to income taxes on an "entity" basis that is, on income arising in or derived from the tax jurisdiction in which each entity is domiciled. It is management's intention to reinvest all the income earned by the Company's subsidiaries outside of the US. Accordingly, no US federal income taxes have been provided on earnings of the foreign based subsidiaries.

On December 22, 2017, new federal tax reform legislation was enacted in the United States (the “2017 Tax Act”), resulting in significant changes from previous tax law. The 2017 Tax Act reduces the federal corporate income tax rate to 21% from 35% effective January 1, 2018.

The Company was incorporated in the United States and is subject to United States federal income taxes and has incurred operating losses since its inception. The Company's joint venture in China is subject to a 25% statutory PRC enterprise income tax rate and has also incurred operating losses since its inception. As of June 30, 2019, the Company had net operating losses (“NOL”) carryforwards of approximately $20 million. The NOL carryforwards expire between fiscal year 2018 through 2035. The value of these carryforwards depends on the Company’s ability to generate taxable income. Tax laws in both China and United States limit the time during which the net operating loss carryforwards may be applied against future taxes, if the Company fails to generate taxable income prior to the expiration dates, the Company may not be able to fully utilize the net operating loss carryforwards to reduce future income taxes. The Company has had cumulative losses and there is no assurance of future taxable income; therefore, valuation allowances have been recorded to fully offset the deferred tax asset at June 30, 2019 and December 31, 2018.

12 

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 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 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 its joint venture partner, Xinzhou Gold, which has rights to explore and mine ore from a property located in the southwestern part of Anhui province in China.

Our Corporate History and Structure

Our principal office is located at Suite 111, 3900 Place De Java, Second Floor, Brossard, Quebec, Canada, J4Y OC4.

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. At that time we estimated that we would require approximately $6,000,000 to realize our plans. Through the year of 2003, we had not reached our financing goals and therefore abandoned that particular business plan. Since that time, we have been seeking suitable candidates for acquisition.

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From the early 2000s until approximately 2013, there was an overall worldwide recovery in the price and markets for precious metals, minerals and industrial commodities. Such interest was fueled to a large degree, by the economic awakening of the two most populous nations, China and India and further bolstered by a sharp decline in the US dollar. These circumstances resulted in significant increases in the market prices of gold, silver and copper. Thus, in early 2010, the business direction of our company was changed to seek to profit from this commodities revival, and we began to focus our acquisition search in that industry, particularly on companies engaged in the mining of gold, silver and copper. 

In January 2012, our board of directors, with authorization from the majority of the shareholders of our company, 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. Thus 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.

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. Thus, 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.

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The following illustrates our corporate and share ownership structure:

Current Operations

Presently, we are conducting 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 Xinzhou Gold when in operation.  Zhen Ding JV purchases the ore in rock form from Xinzhou Gold 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 Xinzhou Gold’s mine, known as the Wuxi Gold Mine.

We purchase all of our raw material from Xinzhou Gold for our ore processing operation and rely solely on Xinzhou Gold for our supply of ores. The veins most recently excavated by Xinzhou Gold in the permitted areas of our mines are very low grade and, as such, the production is minimal. The higher yielding and therefore more profitable veins run outside Xinzhou Gold’s permitted mining area boundaries under its current license. 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.

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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. At the beginning of fiscal 2017, we shut down the mineral processing plant in China due to insufficient working capital.

On May 9, 2018, De Gang Wei resigned as Chairman, Chief Financial Officer and Director of the Company and Zhou Zhi Bin resigned as a director of the Company. The resignations did not result from any disagreement with our company regarding our operations, policies, practices or otherwise.

During the twelve months ended December 31, 2018, we actively sought an investment of approximately $3,000,000, which we believe is required to expand Xinzhou Gold’s mining permit, and which would allow us to resume our ore extraction and refinery activities. However, as at the date of this report we have not successfully secured any financing commitment.

On May 9, 2018, De Gang Wei resigned as Chairman, Chief Financial Officer and Director of the Company and Zhou Zhi Bin resigned as a director of the Company. The resignations did not result from any disagreement with our company regarding our operations, policies, practices or otherwise.

Summary of Operations during the six Months Ended June 30, 2019

During the six months ended June 30, 2019, we actively sought an investment of approximately $3,000,000, which we believe is required to expand Xinzhou Gold’s mining permit, and which would allow us to resume our ore extraction and refinery activities. However, as at the date of this report we have not successfully secured any financing commitment.

Due to our continued inability to raise sufficient financing to expand Xinzhou Gold’s mining permit, Xinzhou Gold elected to reapply for a new drilling permit based on a scaled-down drilling plan. The resulting new permit application, which was submitted to the Anhui Province Land & Resources Bureau for approval on March 8, 2017, sought renewed permission to continue drilling in the areas directly adjacent to our concentration plant. That application was subsequently rejected due to environmental concerns regarding wastewater runoff onto nearby agricultural lands. Accordingly, during the last quarter, the Company was primarily devoted to refining its environmental impact compliance proposal and design in consultation with government officials. A new proposal and design was submitted to the environmental protection authorities on June 30, 2019, and the Company anticipates receiving a response in the late summer or fall of 2019.

We intend to resume selling processed ore concentrate as soon as possible in order to supply Zhen Ding JV with the cash flow needed to keep its plant running and to maintain a viable work force for future expansion. However, we are not able to predict at this time when economic conditions will allow us to resume our ore refinery operation.

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.

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Results of Operations

Three Months Ended June 30, 2019 compared to the Three Months Ended June 30, 2018

The following table summarizes key items of comparison and their related increase (decrease) for the three month periods ended June 30, 2019 and 2018:

	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018			Percentage Increase (Decrease) Between Three Month Periods Ended June 30, 2018 and 2019
General and administrative	$	26,432	$	25,895			2.07	%
Interest expense	$	139,847	$	145,448			(3.85	)%
Other income	$	-	$	(23,510	)		100	%
Net loss	$	166,279	$	147,833			4.89	%

We had not earned any revenues in the three months ended June 30, 2019 and 2018. 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 $166,279 for the three months ended June 30, 2019, representing a nominal 4.89% increase from our net loss of $147,833 for the three months ended June 30, 2018. The change in our results over the two periods is a result of an increase in our general and administrative expense and a decrease in other income.

Six Months Ended June 30, 2019 compared to the Six Months Ended June 30, 2018

The following table summarizes key items of comparison and their related increase (decrease) for the six month ended June 30, 2019 and 2018:

	Six Months Ended June 30, 2019		Six Months Ended June 30, 2018		Percentage Increase (Decrease) Between Six Month Periods Ended June 30, 2018 and June 30, 2019
General and administrative	$	51,239	$	40,706		25.87	%
Interest expense	$	281,180	$	293,075		(4.05	)%
Other income	$	-	$	23,510		100	%
Net loss	$	332,419	$	310,271		7.13	%

We had not earned any revenues during the six months ended June 30, 2019 and 2018. 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 $332,419 for the six months ended June 30, 2019, representing a 7.13% increase from our net loss of $310,271 for the six months ended June 30, 2018. The change in our results over the two periods is a result of an increase in our general and administrative expense and a decrease in other income.

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Liquidity and Capital Resources

Working Capital

	At June 30, 2019			At December 31, 2018
Current assets	$	22,670		$	6,812
Current liabilities		9,262,938			8,906,320
Working capital deficit	$	(9,240,268	)	$	(8,899,508	)

As of June 30, 2019, we had current assets of $22,670 consisting of cash and cash equivalents, current liabilities of $9,262,938 and a working capital deficit of $9,240,268 This compares to our current assets of $6,812 consisting of cash and cash equivalents and other receivables, current liabilities of $8,899,508, and working capital deficit of $8,899,508 as of December 31, 2018. The increase in cash and in liabilities during the most recent period resulted primarily from receipt of third party loans and the accumulation of interest expense on related party loans.

As of June 30, 2019, we had accumulated and other comprehensive losses of $19,777,017 since inception. We anticipate generating additional losses and, therefore, may be unable to continue operations further in the future.

Cash Flows

				Six Months Ended
				June 30,
	2019			2018
Net cash used in operating activities	$	(43,040	)	$	(57,170	)
Net cash provided by financing activities	$	68,120		$	66,064
Net increase in cash during period	$	16,739		$	8,945

Operating Activities

Net cash used in operating activities during the six months ended June 30, 2019 was $43,040, a 24.75% decrease from the $57,170 in net cash outflow during the six months ended June 30, 2018. The decrease was a result of a marginal decrease in our business activities and administrative cost saving measures during the most recent period. During the six months ended June 30, 2019 and 2018, 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, 2019 was $68,120, which was a 3.11% increase from the $66,064 cash provided by financing activities during the six months ended June 30, 2018. The increase was a result of increased related party loans during the most recent period.

Plan of Operation

Our operating plan for the 12 months beginning from July 1, 2019 is as follows:

• Continue to pursue potential financing activities.

• The funds raised would be used to (a) identify additional veins, (b) to re-start the mill, (c) re-test the mill, (d) develop expansion plans for our plant capacity, (e) drilling additional holes near the concentration plant and (f) undertake at least three deep drill holes in the permit area.

• To re-commence greater milling operations as soon as possible. This will involve re-hiring all personnel laid off as a result of the mining halt.

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• Actively 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. 

The extent of this program is dependent on the success of the $3,000,000 financing efforts currently underway, as described earlier.

Accordingly, we estimate that our operating expenses and working capital requirements for the next 12 months to be as follows:

Estimated Net Expenditures During The Next Twelve Months
General and administrative expenses	$	1,000,000
Exploration expenses: identify additional veins; re-start mill; re-test mill; develop expansion plan for plant capacity	$	2,000,000
Total	$	3,000,000

To date we have relied on proceeds from the sale of our shares and on loans from our directors and officers in order to sustain our basic minimum operating expenses; however, we cannot guarantee that we will secure any further sales of our shares or that our related parties with provide us with any future loans.  We estimate that the cost of maintaining our current operations and reporting requirements will be approximately $20,000 per month.   Due to our cash position of $22,670 as of June 30, 2019, we estimate that we will require approximately $240,000 to sustain our current operations for the next twelve months, or approximately $3,000,000 to execute our above described exploration plan.

We 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.

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.

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Critical Accounting Policies

Our significant accounting policies are discussed in notes of the consolidated financial statements. We believe that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and they require our most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain:

1. Foreign Currency Adjustments

2. Non-controlling Interest

3. Revenue Recognition

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 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.

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.

PART II - OTHER INFORMATION

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)

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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

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.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Item 6. Exhibits

*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: August 16, 2019	/s/Wen Mei Tu
	Wen Mei Tu
	President, Treasurer, Secretary and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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