Delaware
|
1000
|
11-3350926
|
(State or Jurisdiction of
Incorporation or Organization)
|
(Primary Standard Industry
Classification Code Number)
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
x
|
Title of Each Class
of Securities to be
Registered
|
Amount to be
Registered
|
Proposed Maximum
Offering
Price Per Share
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount of
Registration Fee
(2)
|
||||||||||
Common Stock,
$0.0001 par value
|
3,319,513
(1)
|
$
|
0.20
|
$
|
663,903
|
$
|
77.15
|
(1)
|
In the event of a stock split, stock dividend, or similar transaction involving the common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
|
(2)
|
Previously paid.
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PAGE NO.
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40
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41
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41
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41
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F-1
|
•
|
reduce or possibly eliminate our expenditures on exploration
|
|
•
|
Possibly decrease current ore processing operations.
|
·
|
The last day of the first fiscal year of the issuer during which it had total annual gross revenues of $1 billion or more;
|
·
|
The last day of the fiscal year of the issuer following the fifth anniversary of the date of the issuer’s initial public offering;
|
·
|
The date on which such issuer has issued more than $1 billion in non-convertible debt securities during the prior three-year period determined on a rolling basis; or
|
·
|
The date on which the issuer is deemed to be a “large accelerated
filer” under the Exchange Act, which means, among other things, that it has a public float in excess of $700 million.
|
·
|
Had a public float of less than $75 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or
|
|
·
|
In the case of an initial registration statement under the Securities Act or Exchange Act for shares of its common equity, had a public float of less than $75 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or
|
·
|
In the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero, had annual revenues of less than $50 million during the most recently completed fiscal year for which audited financial statements are available.
|
·
|
Judgments of United States courts obtained against us or these non-residents based on the civil liability provisions of the securities laws of the United States or any state; or
|
|
·
|
In original actions brought in the Republic of China, liabilities against us or non-residents predicated upon the securities laws of the United States or any state. Enforcement of a foreign judgment in the Republic of China also may be limited or otherwise affected by applicable bankruptcy, insolvency, liquidation, arrangement, moratorium or similar laws relating to or affecting creditors' rights generally and will be subject to a statutory limitation of time within which proceedings may be brought.
|
•
|
Our limited operating history and business development associated with being an early stage company;
|
•
|
Our history of operating losses, which we expect to continue;
|
•
|
Our ability to generate enough positive cash flow to pay our creditors;
|
•
|
Our dependence on key personnel;
|
•
|
Our need to attract and retain technical and managerial personnel;
|
•
|
Our ability to execute our business strategy;
|
•
|
Intense competition when seeking to acquire new entities;
|
•
|
General economic and capital market conditions, including political and economic uncertainty in various areas of the world where we do business;
|
•
|
World Pricing of commodities;
|
•
|
Changes in United States or foreign tax laws or regulations;
|
•
|
Unforeseen liabilities arising from litigation;
|
•
|
Our ability to successfully complete the integration of any future acquisitions; and
|
|
1.
|
Increase the production rate from processing 60,000 tons per year to 100,000 tons per year during 2015.
|
|
2.
|
Increase the production rate from processing 100,000 tons per year to 180,000 tons per year during 2016.
|
·
|
Carrying out soil measurement (geochemistry) and surface sampling in the target area of 2km
2
, obtaining the secondary halo anomaly granite diorite stock and its wall rocks in order to find mineralization center for the further determination of drilling after chemical analysis. This sampling is expected to be finished by autumn 2015 and is expected to cost approximately $20,000.
|
·
|
Excavating an exploratory trench of approximately 1000m
3
to get fresh samples for further chemical analysis. This excavation is expected to be finished by autumn 2015 and is expected to cost approximately $30,000.
|
·
|
Drilling three drill holes with 2000 meters depth to find the ore bodies. This drilling is expected to be finished by autumn 2015 and is expected to cost approximately $200,000.
|
·
|
An additional 10 drill holes will be drilled within the area of 3.6 square kilometers, the depth of each hole will be 1000 meters and the cost for each hole will be one millions RMB or US$160,000.00. Total: US$1.6 million.
|
·
|
8-10 holes will be drilled within the area of 0.74 square kilometers covered by the mining license, and the cost will about RMB 10 million or total US$1.6 million. The drilling is expected to be finished by autumn 2015.
|
·
|
Chemical analysis of approximately 1,000 samples, which is expected to cost about $50,000 and to be finished by the end of 2015.
|
·
|
Preparation of a geological and technique report, which is expected to cost about $20,000 and to be completed by the end of 2015.
|
Ÿ
|
The joint venture is unable to continue operations due to heavy losses;
|
Ÿ
|
The joint venture is unable to continue operations due to an event of force majeure;
|
Ÿ
|
A substantial uncured breach by the other party of the joint venture agreement or the Articles of Association; or
|
Ÿ
|
The joint venture fails to obtain its operational objectives and has no good prospects for doing so.
|
Products |
2012
|
2013
|
2014
|
For the three
months ended, March 31, 2015 |
Total
|
|||||||||||||||
Gold
|
$ | 1,135,816 | $ | 23,193 | $ | 85,097 | $ | - | $ | 1,244,106 | ||||||||||
Silver
|
772,312 | 29,424 | 262,560 | - | 1,064,296 | |||||||||||||||
Lead
|
- | - | 52,351 | - | 52,351 | |||||||||||||||
Copper
|
- | - | 105,342 | - | 105,342 | |||||||||||||||
Other
|
193,089 | 3,943 | 143,200 | - | 340,232 | |||||||||||||||
Total
|
$ | 2,101,217 | $ | 56,560 | $ | 648,550 | $ | - | $ | 2,806,327 | ||||||||||
Total Tons
|
22,473 | 605 | 421 | - | 23,499 |
·
|
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 is expected in 2015. This will involve re-testing the plant equipment and re-hiring all personnel laid off as a result of the mining halt.
|
·
|
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 US$3,000,000 financing efforts currently underway, as describer earlier.
|
Name
|
Age
|
Position
|
Date Of Appointment
|
|||
Wei, De Gang
|
59
|
Chairman of the Board of Directors and CFO
|
August 13, 2012
|
|||
Tu, Wen Mei
|
64
|
President, Chief Executive Officer, Treasurer, Secretary and Director
|
August 13, 2012
|
|||
Zhou, Qiang
|
68
|
Director
|
August 13, 2012
|
|||
Zhou, Zhi Bin
|
66
|
Director
|
August 13, 2012
|
(a)
|
Had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
|
|
(b)
|
Has been convicted in a criminal proceeding or subject to a pending criminal proceeding;
|
|
(c)
|
Has been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities; and
|
(d)
|
Has been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
|
Name
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan
Compensation
|
Nonqualified
Deferred
Compensation
|
Other
|
Total
|
||||||||||||||
De Gang Wei
|
2014
|
$
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
$
|
-
|
||||||||||||
2013
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
$
|
-
|
||||||||||||||
Wen Mei Tu
|
2014
|
$
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
$
|
-
|
||||||||||||
2013
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
$
|
-
|
Title of Class
|
Name, Title and Address of
Owner
|
Amount and Nature of
Ownership
|
Percentage
of Class
|
||||
Officers and Directors:
|
|||||||
Common Stock
|
De Gang Wei,
Chairman of the Board of
Directors, CFO
Gong Shan Zhen, Dagongcun
Anhui Province
Post Code: 244011, China
|
8,400,000 direct and indirect
|
(1)
|
13.1
|
%
|
||
Common Stock
|
Qiang Zhou
Director
No. 6, Long 774
Chang Le Lu, Jing An Qu,
Shanghai, China
|
5,100,000 direct and indirect
|
(2)
|
8.0
|
%
|
||
Common Stock
|
Zhi Bin Zhou
Director
5-37, Hao du guo ji hua yuan,
Qing pu qu, Xu jin zhen,
Shanghai, China
|
7,000,000 direct and indirect
|
(3)
|
10.9
|
%
|
||
Common Stock
|
Tu, Wen Mei
President, CEO, and Director
7308 Rostand
Brossard, Quebec
J4X 2R6
Canada
|
1,232,000 direct
|
1.9
|
%
|
|||
Common Stock
|
All executive officers and
directors as a group
|
21,732,000 direct and indirect
|
34.0
|
%
|
|||
5% Holder
|
|||||||
Common Stock
|
Felicia Fitzpatrick
4020 Rue Orly
Brossard, QC J4Y 2K7
Canada
|
8,919,233 direct
|
13.9
|
%
|
(1)
|
Includes 2,200,000 shares held by his wife Ms. Wei.
|
(2)
|
Includes 2,100,000 shares held by his wife Ms. Yao Zi Wang
|
(3)
|
Includes 1,000,000 shares held by his wife Ms. Yan Ling Zhao.
|
Shareholder Name
|
Total Shares of
Common Stock
Owned Before
Offering
|
Number of Shares
of
Common Stock
Being
Offered
|
Shares of Common
Stock Owned After
the
Offering
(1)
|
Percentage of
Common
Stock after
Completion
of Offering
(2)
|
||||||||||||
Cao, Ai Zhi
|
2,200,000 | 220,000 | 1,980,000 | 3.1 | % | |||||||||||
Chan, John H.
|
260,000 | 26,000 | 234,000 | * | ||||||||||||
Chou, Chin Lung
|
139,610 | 13,961 | 125,649 | * | ||||||||||||
Chou, Mei Chun
|
433,500 | 43,350 | 390,150 | * | ||||||||||||
Fang, Gang
|
2,470,000 | 247,000 | 2,223,000 | 3.5 | % | |||||||||||
Fang, Jin De
(3)
|
2,600,000 | 260,000 | 2,340,000 | 3.7 | % | |||||||||||
Farkas, George
|
1,200,900 | 120,090 | 1,080,810 | 1.7 | % | |||||||||||
Gu, Jian Ping
(4)
|
600,000 | 60,000 | 540,000 | * | ||||||||||||
Guo, Li
|
3,000,000 | 300,000 | 2,700,000 | 4.2 | % | |||||||||||
Importation Tresor Plus Inc.
(5)
|
1,695,000 | 169,500 | 1,525,500 | 2.4 | % | |||||||||||
Mohammed, Ashton
|
1,178,925 | 117,893 | 1,061,033 | 1.7 | % | |||||||||||
Ng, Man Kin
|
893,000 | 89,300 | 803,700 | 1.3 | % | |||||||||||
Pak, Yin Hay
(6)
|
2,805,000 | 280,500 | 2,524,500 | 3.9 | % | |||||||||||
Pan, Xing Mi
(7)
|
100,000 | 10,000 | 90,000 | * | ||||||||||||
Selva, Yuen Yat-Chung
|
1,086,890 | 108,689 | 978,201 | 1.5 | % | |||||||||||
Tang, Yong Hong
(8)
|
1,600,000 | 160,000 | 1,440,000 | 2.3 | % | |||||||||||
Wang, Ding Chen
|
2,000,000 | 200,000 | 1,800,000 | 2.8 | % | |||||||||||
Wang, Li Qiong
|
3,000,000 | 300,000 | 2,700,000 | 4.2 | % | |||||||||||
Wang, Zhong Ran
|
1,000,000 | 100,000 | 900,000 | 1.4 | % | |||||||||||
Wei, Ling Ping
(10)
|
2,200,000 | 220,000 | 1,980,000 | 3.1 | % | |||||||||||
Wong, Jonathan
|
232,300 | 23,230 | 209,070 | * | ||||||||||||
Zhou, Bao Sheng
(11)
|
600,000 | 60,000 | 540,000 | * | ||||||||||||
Zhou, Bao Xian
(12)
|
600,000 | 60,000 | 540,000 | * | ||||||||||||
Zhou, Qin
(13)
|
1,000,000 | 100,000 | 900,000 | 1.4 | % | |||||||||||
Zhu, Xiao-Dong
|
300,000 | 30,000 | 270,000 | * | ||||||||||||
Total:
|
33,195,125 | 3,319,513 | 29,875,613 |
(1)
|
Assume all securities registered will be sold.
|
(2)
|
Applicable percentage ownership is based on 63,968,798 shares of common stock outstanding as of May 31, 2015, together with securities exercisable or convertible into shares of common stock within 60 days of May 31, 2015 for each stockholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of May 31, 2015 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
|
(3)
|
Fang, Jin De is the former Chief Financial Officer of Xinzhou Gold.
|
(4)
|
Gu, Jian Ping is the office manager of Zhen Ding JV.
|
(5)
|
Selva Yat-Chung Yuen is the sole owner of Importation Tresor Plus Inc. and exercises sole voting and/or investment control over the shares of Common Stock of the Company held by such entity.
|
(6)
|
Pak, Yin Hay is the former President and Chief Executive Officer of Zhen Ding JV.
|
(7)
|
Pan, Xing Mi is an attorney for Zhen Ding JV.
|
(8)
|
Tang, Yong Hong is a mine operations manager of Zhen Ding JV.
|
(9)
|
Wang, Li Qiong is the former President of Zhen Ding CA.
|
(10)
|
Wei, Ling Ping is the sister of Wei, De Gang, Chairman and Chief Financial Officer of Zhen Ding DE.
|
(11)
|
Zhou, Bao Sheng is a relative of Zhou, Zhi Bin, a Director of Zhen Ding DE.
|
(12)
|
Zhou, Bao Xian is a relative of Zhou, Zhi Bin, a Director of Zhen Ding DE.
|
(13)
|
Zhou, Qin is a relative of Zhou, Zhi Bin, a Director of Zhen Ding DE.
|
·
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits Investors;
|
·
|
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
·
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
·
|
an exchange distribution in accordance with the rules of the applicable exchange;
|
·
|
privately negotiated transactions;
|
·
|
to cover short sales made after the date that this Registration Statement is declared effective by the Commission;
|
·
|
broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;
|
·
|
a combination of any such methods of sale; and
|
·
|
any other method permitted pursuant to applicable law.
|
Interim Financial Statements
|
Page
|
|
F-1
|
||
F-2
|
||
F-3
|
||
F-4
|
||
Audited Financial Statements
|
||
F-11
|
||
F-12
|
||
F-13
|
||
F-14
|
||
F-15
|
||
F-16
|
Zhen Ding Resources Inc.
|
Consolidated
Bala
nce Sheets
|
As of March 31, 2015 and December 31, 2014
|
(Unaudited)
|
March 31,
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
Assets
|
||||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$
|
14,151
|
$
|
8,199
|
||||
Accounts receivable, net of allowance for doubtful accounts
|
100,482
|
100,113
|
||||||
VAT receivables
|
176,274
|
174,896
|
||||||
Prepaid expenses and other current assets
|
6,687
|
6,663
|
||||||
Total current assets
|
297,594
|
289,871
|
||||||
Property and equipment, net of accumulated depreciation
|
1,851,624
|
1,929,820
|
||||||
Construction in progress
|
174,961
|
174,318
|
||||||
Total assets
|
$
|
2,324,179
|
$
|
2,394,009
|
||||
Liabilities and Deficit
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable and accrued liabilities
|
$
|
357,533
|
$
|
349,955
|
||||
Accrued interest – related parties
|
2,040,002
|
1,885,345
|
||||||
Deferred revenues
|
164,182
|
163,779
|
||||||
Due to related party
|
769,503
|
766,672
|
||||||
Short-term debt – related parties
|
3,895,502
|
3,825,349
|
||||||
Total liabilities
|
7,226,722
|
6,991,100
|
||||||
Deficit:
|
||||||||
Common stock, 150,000,000 shares 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 receivables
|
(5,431
|
)
|
(5,431
|
)
|
||||
Accumulated other comprehensive loss
|
(91,063
|
)
|
(79,538
|
)
|
||||
Accumulated deficit
|
(15,973,742
|
)
|
(15,760,155
|
)
|
||||
Total deficit attributable to Zhen Ding Resources Inc.
|
(3,300,964
|
)
|
(3,075,852
|
)
|
||||
Non-controlling interest
|
(1,601,579
|
)
|
(1,521,239
|
)
|
||||
Total deficit
|
(4,902,543
|
)
|
(4,597,091
|
)
|
||||
Total liabilities and deficit
|
$
|
2,324,179
|
$
|
2,394,009
|
Zhen Ding Resources Inc.
|
Consolidated Statements of
Oper
ations and Comprehensive Loss
|
For the three months ended March 31, 2015 and 2014
(Unaudited)
|
Three Months
|
Three Months
|
|||||||
Ended
|
Ended
|
|||||||
March 31, 2015
|
March 31, 2014
|
|||||||
Operating expenses:
|
||||||||
General and administrative
|
$ | 62,034 | 122,534 | |||||
Depreciation
|
85,000 | 83,323 | ||||||
Total operating expenses
|
147,034 | 205,857 | ||||||
Operating loss
|
(147,034 | ) | (205,857 | ) | ||||
Other expenses:
|
||||||||
Interest expense
|
(141,953 | ) | (130,165 | ) | ||||
Other expenses
|
- | (116 | ) | |||||
Total other expenses
|
(141,953 | ) | (130,281 | ) | ||||
Net loss
|
(288,987 | ) | (336,138 | ) | ||||
Loss attributable to non-controlling interests
|
75,400 | 96,562 | ||||||
Net loss attributable to Zhen Ding Resources Inc.
|
$ | (213,587 | ) | $ | (239,576 | ) | ||
Basic and diluted loss per common share
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
Basic and diluted weighted average number
|
||||||||
of common shares outstanding
|
63,968,798 | 63,968,798 | ||||||
Comprehensive loss:
|
||||||||
Net loss
|
$ | (288,987 | ) | $ | (336,138 | ) | ||
Other comprehensive income (loss):
|
||||||||
Foreign currency translation adjustments
|
(16,465 | ) | 29,769 | |||||
Total comprehensive loss
|
(305,452 | ) | (306,369 | ) | ||||
Comprehensive loss attributable to non-controlling interest
|
80,340 | 87,631 | ||||||
Comprehensive loss attributable to Zhen Ding Resources Inc.
|
$ | (225,112 | ) | $ | (218,738 | ) |
Zhen Ding Resources Inc.
|
|
Consolidated Statements of Cash
Flow
s
|
|
For the three months ended March 31, 2015 and 2014
(Unaudited)
|
Three Months
|
Three Months
|
|||||||
Ended
|
Ended
|
|||||||
March 31, 2015
|
March 31, 2014
|
|||||||
Cash flows from operating activities
|
||||||||
Net loss
|
$
|
(288,987
|
)
|
$
|
(336,138
|
)
|
||
Adjustment to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation
|
85,000
|
83,323
|
||||||
Change in operating assets and liabilities
|
||||||||
Other receivables
|
-
|
2,759
|
||||||
VAT receivables
|
(729
|
)
|
(21,471
|
)
|
||||
Inventories
|
-
|
(1,189
|
)
|
|||||
Prepaid expenses
|
-
|
(2,760
|
)
|
|||||
Accounts payables and accrued liabilities
|
6,377
|
(59,016
|
)
|
|||||
Accrued interest – related parties
|
147,448
|
130,166
|
||||||
Deferred revenues
|
-
|
125,172
|
||||||
Net cash used in operating activities
|
(50,891
|
)
|
(79,154
|
)
|
||||
Cash flows from financing activities
|
||||||||
Net change in advance from related parties
|
-
|
(47,549
|
)
|
|||||
Proceeds from borrowings on short-term debt – related parties
|
56,840
|
113,040
|
||||||
Net cash provided by financing activities
|
56,840
|
65,491
|
||||||
Foreign currency translations
|
3
|
(16
|
)
|
|||||
Net change in cash and cash equivalents
|
5,952
|
(13,679
|
)
|
|||||
Cash and cash equivalents - beginning of the period
|
8,199
|
20,554
|
||||||
Cash and cash equivalents - end of the period
|
$
|
14,151
|
$
|
6,875
|
||||
Supplement cash flows information:
|
||||||||
Cash paid for interest
|
$
|
-
|
$
|
-
|
||||
Cash paid for income tax
|
$
|
-
|
$
|
-
|
Buildings
|
20 years
|
Motor vehicles
|
5 years
|
Production and office Equipment
|
5 years
|
March 31,
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
Buildings
|
$
|
1,363,805
|
$
|
1,358,788
|
||||
Motor Vehicles
|
65,609
|
65,368
|
||||||
Production and Office Equipment
|
1,384,880
|
1,379,793
|
||||||
Subtotal
|
2,814,294
|
2,803,949
|
||||||
Less: Accumulated Depreciation
|
(962,670
|
)
|
(874,129
|
)
|
||||
Property and Equipment, Net
|
$
|
1,851,624
|
$
|
1,929,820
|
Annual
|
|||||||||||||||||||
Name
|
Relationship to the Company
|
Amount
|
Interest Rate
|
Start Date
|
Maturity
|
||||||||||||||
Wei De Gang
|
CEO & Legal person of JXZD
|
$
|
2,916,243
|
15%
|
May 31, 2012
|
On Demand
|
|||||||||||||
Zhao Yan Ling
|
Former office manager of JXZD, wife of Zhou Zhi Bin
|
17,126
|
15%
|
January 1, 2012
|
On Demand
|
||||||||||||||
Zhou Zhi Bin
|
Former CEO & Legal person of JXZD
|
8,155
|
15%
|
January 1, 2012
|
On Demand
|
||||||||||||||
Tang Yong Hong
|
Manager of JXZD
|
347,436
|
15%
|
February 28, 2014
|
February 28, 2015
|
||||||||||||||
Yan Chun Yan
|
Accountant of JXZD
|
3,489
|
15%
|
August 31, 2014
|
August 31, 2015
|
||||||||||||||
Wen Mei Tu
|
President & shareholder of ZDRI
|
199,965
|
12%
|
Various
|
Various
|
||||||||||||||
Importation Tresor Plus Inc.
|
Shareholder of ZDRI
|
30,000
|
12%
|
July 9, 2012
|
On Demand
|
||||||||||||||
Tony Ng Man Kin
|
Shareholder of ZDRI
|
25,000
|
12%
|
February 27, 2013
|
February 27, 2014
|
||||||||||||||
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
|
||||||||||||||
Zhou Qiang
|
Office manager of JXZD
|
326,200
|
15%
|
December 18, 2012
|
December 18, 2015
|
||||||||||||||
Total
|
$
|
3,895,502
|
Annual
|
||||||||
Name
|
Relationship to the Company
|
Amount
|
Interest Rate
|
Start Date
|
Maturity
|
|||
Wei De Gang
|
CEO & Legal Person of JXZD
|
$
|
2,905,515
|
15%
|
May 31, 2012
|
On Demand
|
||
Zhao Yan Ling
|
Former Office Manager in JXZD, wife of Zhou Zhi Bin
|
17,063
|
15%
|
January 1, 2012
|
On Demand
|
|||
Zhou Zhi Bin
|
Former CEO & Legal Person of JXZD
|
8,125
|
15%
|
January 1, 2012
|
On Demand
|
|||
Tang Yong Hong
|
Manager of JXZD
|
334,622
|
15%
|
February 28, 2014
|
February 28, 2015
|
|||
Yan Chun Yan
|
Accountant of JXZD
|
3,171
|
15%
|
August 31, 2014
|
August 31, 2015
|
|||
Wen Mei Tu
|
President & shareholder of ZDRI
|
154,965
|
12%
|
Various
|
Various
|
|||
Importation Tresor Plus Inc.
|
Shareholder of ZDRI
|
30,000
|
12%
|
July 9, 2012
|
On Demand
|
|||
Tony Ng Man Kin
|
Shareholder of ZDRI
|
25,000
|
12%
|
February 27, 2013
|
February 27, 2014
|
|||
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
|
|||
Zhou Qiang
|
Office manager of JXZD
|
325,000
|
15%
|
December 18, 2012
|
December 18, 2015
|
|||
Total
|
$
|
3,825,349
|
||||||
Zhen Ding Resources Inc.
|
As of December 31, 2014 and 2013
|
|
||||||||
2014
|
2013
|
|||||||
Assets
|
||||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$
|
8,199
|
$
|
20,554
|
||||
Accounts receivable, net of allowance for doubtful accounts
|
100,113
|
-
|
||||||
VAT receivables
|
174,896
|
229,118
|
||||||
Inventories
|
-
|
98,045
|
||||||
Prepaid expenses and other current assets
|
6,663
|
2,763
|
||||||
Total current assets
|
289,871
|
350,480
|
||||||
Property and equipment, net of accumulated depreciation
|
1,929,820
|
2,266,910
|
||||||
Construction in progress
|
174,318
|
203,121
|
||||||
Total assets
|
$
|
2,394,009
|
$
|
2,820,511
|
||||
Liabilities and Equity (Deficit)
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable and accrued liabilities
|
$
|
349,955
|
$
|
437,678
|
||||
Accrued interest – related parties
|
1,885,345
|
1,329,942
|
||||||
Deferred revenues
|
163,779
|
328,285
|
||||||
Due to related party
|
766,672
|
682,981
|
||||||
Short-term debt – related parties
|
3,500,349
|
3,141,735
|
||||||
Current portion of long-term debt – related party
|
325,000
|
-
|
||||||
Total current liabilities
|
6,991,100
|
5,920,621
|
||||||
Long-term debt – related parties
|
-
|
327,200
|
||||||
Total liabilities
|
6,991,100
|
6,247,821
|
||||||
Equity (Deficit)
|
||||||||
Common stock, 150,000,000 shares 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 receivables
|
(5,431
|
)
|
(5,431
|
)
|
||||
Accumulated other comprehensive loss
|
(79,538
|
)
|
(95,402
|
)
|
||||
Accumulated deficit
|
(15,760,155
|
)
|
(14,892,446
|
)
|
||||
Total deficit attributable to Zhen Ding Resources Inc.
|
(3,075,852
|
)
|
(2,224,007
|
)
|
||||
Non-controlling interest
|
(1,521,239
|
)
|
(1,203,303
|
)
|
||||
Total equity (deficit)
|
(4,597,091
|
)
|
(3,427,310
|
)
|
||||
Total liabilities and equity (deficit)
|
$
|
2,394,009
|
$
|
2,820,511
|
Zhen Ding Resources Inc.
|
For the years ended December 31, 2014 and 2013
|
2014
|
2013
|
|||||||
Revenues
|
$ | 648,550 | $ | 56,560 | ||||
Cost of revenues
|
(471,835 | ) | (812,405 | ) | ||||
Gross profit
|
176,715 | (755,845 | ) | |||||
Operating expenses:
|
||||||||
General and administrative
|
565,289 | 248,270 | ||||||
Depreciation
|
257,778 | 27,065 | ||||||
Total operating expenses
|
823,067 | 275,335 | ||||||
Operating loss
|
(646,352 | ) | (1,031,180 | ) | ||||
Other expenses:
|
||||||||
Interest expense
|
(545,840 | ) | (472,123 | ) | ||||
Other expenses
|
(253 | ) | (718 | ) | ||||
Total other expenses
|
(546,093 | ) | (472,841 | ) | ||||
Net loss
|
(1,192,445 | ) | (1,504,021 | ) | ||||
Loss attributable to non-controlling interests
|
324,736 | 316,692 | ||||||
Net loss attributable to Zhen Ding Resources Inc.
|
$ | (867,709 | ) | $ | (1,187,329 | ) | ||
Basic and diluted loss per common share
|
$ | (0.01 | ) | $ | (0.02 | ) | ||
Basic and diluted weighted average number
|
||||||||
of common shares outstanding
|
63,968,798 | 63,869,840 | ||||||
Comprehensive loss:
|
||||||||
Net loss
|
$ | (1,192,445 | ) | $ | (1,504,021 | ) | ||
Other comprehensive loss:
|
||||||||
Foreign currency translation adjustments
|
22,664 | (77,510 | ) | |||||
Total comprehensive loss
|
(1,169,781 | ) | (1,581,531 | ) | ||||
Comprehensive loss attributable to non-controlling interest
|
317,936 | 339,945 | ||||||
Comprehensive loss attributable to Zhen Ding Resources Inc.
|
$ | (851,845 | ) | $ | (1,241,586 | ) |
Zhen Ding Resources Inc.
|
||||||||
For the years ended December 31, 2014 and 2013
|
||||||||
2014
|
2013
|
|||||||
Cash flows from operating activities
|
||||||||
Net loss
|
$
|
(1,192,445
|
)
|
$
|
(1,504,021
|
)
|
||
Adjustment to reconcile net loss to net cash used in operating activities:
|
||||||||
Bad debt expense
|
100,042
|
-
|
||||||
Inventory write-offs
|
226,088
|
777,335
|
||||||
Depreciation
|
340,458
|
304,908
|
||||||
Change in operating assets and liabilities
|
||||||||
Accounts receivables
|
(197,529
|
)
|
-
|
|||||
VAT receivables
|
52,746
|
(182,143
|
)
|
|||||
Inventories
|
(128,583
|
)
|
(874,061
|
)
|
||||
Prepaid expenses and other current assets
|
(6,671
|
)
|
67,299
|
|||||
Accounts payables and accrued liabilities
|
(75,973
|
)
|
(80,646
|
)
|
||||
Accrued interest – related parties
|
564,803
|
423,508
|
||||||
Deferred revenues
|
(162,700
|
)
|
(61,562
|
)
|
||||
Net cash used in operating activities
|
(479,764
|
)
|
(1,129,383
|
)
|
||||
Cash flows from investing activities
|
||||||||
Repayment from (advance to) YJSLC
|
-
|
1,936,800
|
||||||
Payments for purchases of property, equipment and other assets
|
-
|
(72,071
|
)
|
|||||
Payments for construction in progress
|
-
|
(103,521
|
)
|
|||||
Net cash provided by (used in) investing activities
|
-
|
1,761,208
|
||||||
Cash flows from financing activities
|
||||||||
Net change in advance from related parties
|
88,393
|
159,069
|
||||||
Repayment on short-term debt
|
-
|
(2,340,300)
|
||||||
Proceeds from borrowings on short-term debt – related parties
|
379,058
|
1,471,268
|
||||||
Net cash provided by (used in) financing activities
|
467,451
|
(709,963
|
)
|
|||||
Foreign currency translations
|
(42
|
)
|
1,818
|
|||||
Net change in cash
|
(12,355
|
)
|
(76,320
|
)
|
||||
Cash - beginning of the year
|
20,554
|
96,874
|
||||||
Cash - end of the year
|
$
|
8,199
|
$
|
20,554
|
||||
Supplement cash flows information:
|
||||||||
Cash paid for interest
|
$
|
-
|
$
|
-
|
||||
Cash paid for income tax
|
$
|
-
|
$
|
-
|
||||
Non-cash investing and financing activities:
|
||||||||
Reclassification of construction in progress to property and
equipment |
$
|
27,471
|
$
|
197,223
|
||||
Value of shares issued and change of par value as the result of
share exchange |
-
|
57,450
|
Zhen Ding Resources Inc.
|
|||||||||||||||||||||||
Consolidated
Statement of Deficit
|
|||||||||||||||||||||||
For the years ended December 31, 2014 and 2013
|
Common Stock
|
Additional Paid-in
|
Subscription
|
Accumulated
Other Comprehensive |
Accumulated
|
Non-controlling
|
Total
|
||||||||||||||||||||||||||
Shares
|
Par
|
Capital
|
Receivables
|
Income
|
Deficit
|
Interest
|
Deficit
|
|||||||||||||||||||||||||
Balances, December 31, 2012
|
63,846,358 | $ | 63,847 | $ | 12,705,425 | (5,431 | ) | (41,145 | ) | (13,705,117 | ) | (863,358 | ) | (1,845,779 | ) | |||||||||||||||||
Share issued and change of par value
as the result of shares exchange |
122,440 | (57,450 | ) | 57,450 | - | - | - | - | - | |||||||||||||||||||||||
Foreign currency translation adjustment
|
- | - | - | - | (54,257 | ) | - | (23,253 | ) | (77,510 | ) | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (1,187,329 | ) | (316,692 | ) | (1,504,021 | ) | |||||||||||||||||||||
Balances, December 31, 2013
|
63,968,798 | $ | 6,397 | $ | 12,762,875 | $ | (5,431 | ) | $ | (95,402 | ) | $ | (14,892,446 | ) | $ | (1,203,303 | ) | $ | (3,427,310 | ) | ||||||||||||
Foreign currency translation
adjustment
|
- | - | - | - | 15,864 | - | 6,800 | 22,664 | ||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | (867,709 | ) | (324,736 | ) | (1,192,445 | ) | |||||||||||||||||||||
Balances, December 31, 2014
|
63,968,798 | $ | 6,397 | $ | 12,762,875 | $ | (5,431 | ) | $ | (79,538 | ) | $ | (15,760,155 | ) | $ | (1,521,239 | ) | $ | (4,597,091 | ) |
Buildings
|
20 years
|
Motor vehicles
|
5 years
|
Production and office equipment
|
5 years
|
December 31,
|
December 31,
|
|||||||
2014
|
2013
|
|||||||
Buildings
|
$ | 1,358,788 | $ | 1,353,844 | ||||
Motor Vehicles
|
65,368 | 68,080 | ||||||
Production and Office Equipment
|
1,379,793 | 1,382,691 | ||||||
Subtotal
|
2,803,949 | 2,804,615 | ||||||
Less: Accumulated Depreciation
|
(874,129 | ) | (537,705 | ) | ||||
Property and Equipment, Net
|
$ | 1,929,820 | $ | 2,266,910 |
2014
|
2013
|
|||||||
Statement of operations:
|
||||||||
Operating expenses
|
$
|
257,778
|
$
|
27,065
|
||||
Cost of revenues
|
82,680
|
248,280
|
||||||
Depreciation expense
|
340,458
|
275,345
|
||||||
Balance sheet:
|
||||||||
Capitalized in inventory
|
-
|
29,563
|
||||||
Total depreciation
|
$
|
340,458
|
$
|
304,908
|
Name
|
Relationship to the Company
|
Amount
|
Annual
Interest Rate |
Start Date
|
Maturity
|
|||
Wei De Gang
|
CEO & Legal Person of JXZD
|
$
|
2,905,515
|
15%
|
May 31, 2012
|
On Demand
|
||
Zhao Yan Ling
|
Former Office Manager in JXZD, wife of Zhou Zhi Bin
|
17,063
|
15%
|
January 1, 2012
|
On Demand
|
|||
Zhou Zhi Bin
|
Former CEO & Legal Person of JXZD
|
8,125
|
15%
|
January 1, 2012
|
On Demand
|
|||
Tang Yong Hong
|
Manager of JXZD
|
334,622
|
15%
|
February 28, 2014
|
February 28, 2015
|
|||
Yan Chun Yan
|
Accountant of JXZD
|
3,171
|
15%
|
August 31, 2014
|
August 31, 2015
|
|||
Wen Mei Tu
|
President & shareholder of ZDRI
|
154,965
|
12%
|
Various
|
Various
|
|||
Importation Tresor Plus Inc
|
Shareholder of ZDRI
|
30,000
|
12%
|
July 9, 2012
|
On Demand
|
|||
Tony Ng Man Kin
|
Shareholder of ZDRI
|
25,000
|
12%
|
February 27, 2013
|
February 27, 2014
|
|||
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
|
|||
Total
|
$
|
3,500,349
|
Annual
|
||||||||
Name
|
Relationship to the
Company
|
Amount
|
Interest Rate
|
Start Date
|
Maturity
|
|||
Wei De Gang
|
CEO & Legal Person of JXZD
|
$
|
2,959,524
|
15%
|
May 31, 2012
|
On Demand
|
||
Zhao Yan Ling
|
Former Office Manager in JXZD, wife of Zhou Zhi Bin
|
17,178
|
15%
|
January 1, 2012
|
On Demand
|
|||
Zhou Zhi Bin
|
Former CEO & Legal Person of JXZD
|
8,180
|
15%
|
January 1, 2012
|
On Demand
|
|||
Wen Mei Tu
|
President & shareholder of ZDRI
|
79,965
|
12%
|
Various
|
Various
|
|||
Importation Tresor Plus Inc
|
Shareholder of ZDRI
|
30,000
|
12%
|
July 9, 2012
|
On Demand
|
|||
Tony Ng Man Kin
|
Shareholder of ZDRI
|
25,000
|
12%
|
February 27, 2013
|
February 27, 2014
|
|||
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
|
|||
Total
|
$
|
3,141,735
|
SEC registration fee
|
$
|
826
|
||
Accounting Fees and Expenses
|
30,000
|
|||
Legal Fees and Expense
|
15,000
|
|||
Printing Expenses
|
1,000
|
|||
Total
|
$
|
46,826
|
Exhibit
No.
|
Description
|
|
3.1 *
|
Articles of Incorporation filed with the Secretary of State of the State of Delaware on September 6, 1996
|
|
3.2 *
|
Bylaws
|
|
3.3 *
|
Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of the State of Delaware on November 4, 1996.
|
|
3.4 *
|
Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of the State of Delaware on February 28, 2012.
|
|
3.5 *
|
Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of the State of Delaware on March 20, 2012.
|
|
3.6 *
|
Certificate of Ownership and Merger filed with the Secretary of State of the State of Delaware on October 28, 2013.
|
|
5.1 *
|
Opinion of Chiang Law Office, P.C.
|
|
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.
|
|
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.
|
|
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.
|
|
10.4 *
|
Mining License No. C3400002009114110049341 dated November 5, 2014 in favor of Jing Xiang Xin Zhou Gold Co. Ltd.
|
|
10.5 *
|
Gold Mining License No. (2005) 042 in favor of Jing Xiang Xin Zhou Gold Co. Ltd.
|
|
10.6 *
|
Form of Loan Agreements between Wen Mei Tu and Zhen Ding Resources Inc.
|
|
10.7 **
|
Business License Registration No. 3425004000003061(1-1) dated November 17, 2014 in favor of Zhen Ding Mining Co. Ltd.
|
|
21.1 *
|
List of Subsidiaries
|
|
23.1 **
|
|
Consent of GBH CPAs, PC
|
23.2 *
|
Consent of Chiang Law Office, P.C. (contained in Exhibit 5.1).
|
|
23.3 **
|
Consent of Guizhou Zhonggong Law Office |
|
||
Zhen Ding Resources Inc.
|
||
By:
|
/s/ Wen Mei Tu
|
|
Wen Mei Tu
President and Chief Executive Officer
|
SIGNATURE
|
TITLE
|
DATE
|
||
/s/ Wen Mei Tu
|
President and Chief Executive Officer and Director
|
June 9, 2015
|
||
Wen Mei Tu
|
(Principal Executive Officer)
|
|||
*
|
Chairman, Chief Financing Officer and Director
|
June 9, 2015
|
||
De Gang Wei
|
(Principal Financial Officer and Principal Accounting Officer)
|
|||
*
|
Director
|
June 9, 2015
|
||
Qiang Zhou
|
||||
*
|
Director
|
June 9, 2015
|
||
Zhi Bin Zhou
|
||||
/s/ Wen Mei Tu
|
June 9, 2015
|
|||
Wen Mei Tu
|
||||
as attorney-in-fact
|
Exhibit
No.
|
Description
|
|
3.1 *
|
Articles of Incorporation filed with the Secretary of State of the State of Delaware on September 6, 1996
|
|
3.2 *
|
Bylaws
|
|
3.3 *
|
Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of the State of Delaware on November 4, 1996.
|
|
3.4 *
|
Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of the State of Delaware on February 28, 2012.
|
|
3.5 *
|
Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of the State of Delaware on March 20, 2012.
|
|
3.6 *
|
Certificate of Ownership and Merger filed with the Secretary of State of the State of Delaware on October 28, 2013.
|
|
5.1 *
|
Opinion of Chiang Law Office, P.C.
|
|
10.1 *
|
The Contract for Sino-Foreign Equity Joint Venture dated as of November 12, 2004 by and between Z&W Zhen Ding Corporation and Jing Xiang Xin Zhou Gold Co. Ltd.
|
|
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.
|
|
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.
|
|
10.4 *
|
Mining License No. C3400002009114110049341 dated November 5, 2014 in favor of Jing Xiang Xin Zhou Gold Co. Ltd.
|
|
10.5 *
|
Gold Mining License No. (2005) 042 in favor of Jing Xiang Xin Zhou Gold Co. Ltd.
|
|
10.6 *
|
Form of Loan Agreements between Wen Mei Tu and Zhen Ding Resources Inc.
|
|
10.7 **
|
Business License Registration No. 3425004000003061(1-1) dated November 17, 2014 in favor of Zhen Ding Mining Co. Ltd.
|
|
21.1 *
|
List of Subsidiaries
|
|
23.1 **
|
|
Consent of GBH CPAs, PC
|
23.2 *
|
Consent of Chiang Law Office, P.C. (contained in Exhibit 5.1).
|
|
23.3 **
|
Consent of Guizhou Zhonggong Law Office
|