KRFG 10-K & 10-Q changes, risk factors and insider trading

Historically, we have earned, and believe that in the future we will continue to earn, a substantial portion of our revenue from a relatively small number of customers. During the fiscal year ended March 31, 2025,2026, onethree customercustomers accounted for 100% of our revenues. If we were to either lose one of our major major customers or have a major customer significantly reduce its volume of business with us, our business, results of operations and financial financial condition would be harmed unless we are able to replace such demand with other orders promptly. We expect to continue to be dependent dependent on our major customers, the number and identity of which may change from period to period. Because our customers generally do not provide us with firm, long-term volume purchase commitments, our customers, including our largest customers upon whom we may become dependent, dependent, can reduce or terminate altogether their business with us at any time.

OneSolutionKing TechnologyResources, Inc. is a a holding company that prior to September 30, 2024, operated through its wholly-owned subsidiaries Powertech Corporation Limited and OneSolution Innotech Limited, limited liability companies organized under the laws of Hong Kong. Powertech provided solutions for other companies that are in the fields of developing high power, high voltage power supply and wireless charging technologies. On September 30, 2024, the Company conducted a corporate restructuring and disposed of all equity interests in Powertech Management Limited and Powertech Corporation Limited, and the disposal of these subsidiaries resulted from a net gain of $2,513,875. On November 21, 2024, the Company acquired Heavenly Grace Limited from a related party at its net carrying value of approximately $7,000, which did not operate any businesses in prior years. Heavenly Grace is engaged in the arts and collectibles business. As a result, the business of Heavenly Grace became the primary business of OneSolutionKing TechnologyResources, Inc. after September 30, 2024.

We are currently at the market introduction phase as we are preparing to launch our first batch of smart chargers to the market. For the years ended March 31, 20252026 and 2024,2025, we reported a net incomeloss of $1,948,092$2,184,179 and a net lossincome of $1,507,469,$1,948,092, respectively. As of March 31, 2026, we had current assets of $299,364 and current liabilities of $1,493,053. As of March 31, 2025, we had current assets of $2,417 $41,853 and current liabilities of $956,950. As of March 31, 2024, we had current assets of $119,866 and current liabilities of $3,165,453.$996,386.

Cost of revenue for the years ended March 31, 20252026 and 2024,2025, was $46,152$726,072 and $42,177,$46,152, respectively. The increase was primarily attributable to one more monthcosts of outsourcedcollectibles costssales which was incurred for the year ended March 31, 2025.2026.

We achieved a gross profit of $30,769$104,590 and $28,119$30,769 for the years ended March 31, 20252026 and 2024,2025, respectively. The increase in gross profit was attributable to ana relative growth in the revenue from technicalcollectibles consultancy services.sales.

Sales and marketing expenses was $135,517$1,993,363 and $183,428$135,517 for the years ended March 31, 20252026 and 2024,2025, respectively. The expenses primarily include consulting fees. The The increase in expenses was primarily attributable to the increase in business development consulting fees.fees during the year.

General and administrative expenses were $333,989$295,406 and $312,252$333,989 for the years ended March 31, 20252026 and 2024,2025, respectively. These expenses primarily include consultingsalaries and allowances, management fees, personnel related expenses, as well as costs incurred on other professional fees incurred in connection with general operations of of the Company.

Other income (expense),income, net

Other income (expense),income, net was $2,520,829 $0 and $(897,555)$2,520,829 for the years ended March 31, 20252026 and 2024,2025, respectively. The increaseamount wasdecreased attributablemainly due to noone-off amortizationtransaction recognized of deferred financing cost on commitment shares issued for capital funding andin gain on disposal of subsidiaries of $2,513,875 during the year ended March 31,in 2025.

As a result of the above, we reported net loss of $2,184,179 for the year ended March 31, 2026, as compared to the net income of $1,948,092 for the year ended March 31, 2025, as compared to the net loss of $1,507,469 for the year ended March 31, 2024.2025. The increase in net income (loss) was mainlyprimarily attributable to the recordedincrease gainin onsales disposaland ofmarketing subsidiariesexpenses as mentioned above. above

For the year ended March 31, 31, 2024,2026, net cash used in operating activities was $284,789,$156,676, which consisted primarily of a net loss of $1,507,469,$2,184,179, an increase in accrueddeposits, liabilitiesprepayments and other payables of $14,381 and a decrease of lease liabilities of $34,509, offset by an decrease in deposits, prepayments and other receivables of $8,821,$16,546, and decreaseincrease in accounts receivable of $19,078,$246,495 and an decrease in accrued liabilities and other payables of $12,975, offset by an increase in accounts payable of $292,618, an increase in accrued consulting and service fee of $132,000, and an increase in accounts payablefees of $59,212, plus non-cash items such as, $33,000, depreciation of $35,400,property and equipment of $1,063, amortization of $4,499, non-cashintangible lease expensesassets of $761, amortization and write-off of deferred financing expenses of $897,799$1,488, and share issuedbased forcompensation servicesexpenses renderedof of $114,000.$1,949,400.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. However, we have included the \following risk factor which updates the risk factor set forth in the Annual Report.

We were incorporated in the state of Delaware on September 8, 1995, under the name ARXA International Energy, Inc. On June 4, 2001, we changed our name to King Resources, Inc. Inc.. Effective December 27, 20232023, we changed our name to OneSolution Technology Inc. EffectiveOn September 9, 2025, we changed our backcurrent name to King Resources, Inc., our current name.Inc..

King Resources, Inc. is a holding company with no operations. It operates solely through its subsidiaries. We have four wholly-owned subsidiaries: (i) OneSolution Holdings Limited (“OSH”), a BVI limited liability company formed inon August 23, 2022; (ii) Heavenly Grace Limited (“Heavenly Grace”), a Hong Kong limited liability company formed inon June 13, 2012; (iii) OneSolution Management Limited (“OSM”), a BVI limited liability company formed in August 24, 2022; and (iviii) OneSolution Innotech Limited (“OSIL”), a Hong Kong limited liability company formed inon September 2, 2022.

For the ninethree months ended DecemberJune 31,30, 20252026 and 2024,2025, we reported a net (loss) income of $(1,378,639)$978,087 and $1,710,071,$307,611, respectively. As of DecemberJune 31,30, 2025,2026, and March 31, 2025,2026, we had current assets of $42,148,235$242,098 and $41,853,$271,830, respectively, and current liabilities of $14,610,610$1,542,588 and $996,386,$1,465,519, respectively.

Our financial statements for the yearsthree months ended MarchJune 31,30, 2026 and 2025 were prepared assuming that we will continue as a going concern. Our continuation as a going concern concern is dependent upon improving our profitability and the continuing financial support from our stockholders. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions and public offerings, capital capital leases and short-term and long-term debts.

Comparison of the three months ended DecemberJune 31,30, 20252026 and 20242025

During the three months ended DecemberJune 31,30, 2025,2026, thewe followingdid customernot accountedgenerate forany 10% or more of our total net revenue:revenue.

During the three months ended DecemberJune 31,30, 2024,2025, thewe followinghad a single customer contributing to $19,221, who accounted for 10% or more100% of our total net revenue:revenue.

Cost of revenue for the three months ended DecemberJune 31,30, 20252026 and 2024,2025, was $530,293$0 and $11,544,$11,533, respectively. The increase was due to cost of sales of collectibles of $518,721 during the three months ended December 31, 2025.

We achieved a gross profit of $59,587$0 and $7,695$7,688 for the three months ended DecemberJune 31,30, 20252026 and 2024,2025, respectively. The gross profit increaseddecreased due to contributionno revenue generated ofduring thethree salesmonths ofended collectibles.June 30, 2026.

Sales and marketing expenses were $732,756$868,296 and $130,000$251,074 for the three months ended DecemberJune 31,30, 20252026 and 2024,2025, respectively. The increase in expenses was due to $709,600$854,700 consulting fees incurred during the three months ended DecemberJune 31,30, 2025.2026.

General and administrative expenses were $72,596$105,354 and $45,209$64,225 for the three months ended DecemberJune 31,30, 20252026 and 2024,2025, respectively. These expenses primarily include transfer transfer agent fee, salaries, provident fund contribution as well as costs incurred on other professional fees incurred in connection with general operations of the Company. The G&A expenses increased by approximately $27,387$41,129 in the three months ended DecemberJune 31, 202530, 2026 from $45,209 $64,225 in the three months ended DecemberJune 31,30, 2024.2025. The increase was primarily attributable to the increase in professional Web hosting fees.

Other income (expense),income, net

Other income (expense),income, net was $0 $11,063 and $(458,550)$0 for the three months ended DecemberJune 31,30, 20252026 and 2024,2025, respectively. For the three months ended December 31, 2024 incurred a loss on impairment of goodwill of $458,550.

No income tax expense incurred during the three months ended DecemberJune 31,30, 20252026 and 2024.2025.

As a result of the above, we reported net loss of $745,765$962,587 for the three months ended DecemberJune 31,30, 2025,2026, as compared to $626,064$307,611 for the three months ended DecemberJune 30, 31, 2024.2025. The increase in net loss was mainly attributable to the increase in sales and marketing expenses offsetand bygeneral decreaseand inadministrative other expense.expenses.

The following table summarizes the key components of our cash flows for the ninethree months ended DecemberJune 31,30, 20252026 and 2024.2025.

For the ninethree months ended DecemberJune 31,30, 2024,2026, net cash used in operating activities was $33,571,$43,562, which consisted primarily of a net incomeloss of $1,710,071,$962,587, a decrease in accounts payable of $51,136, offset by a decrease in accounts receivable of $43,905 and an increase in accrued liabilities and other payables of $81,823, $583,adjusted an increase in account payables of $402, an increase in accrued consulting and service fee of 294,995, a decrease in deposits, prepayments and other receivables of $7,842, plusfor non-cash items such as,of depreciation of $1,297, property and equipment of $784, amortization of $6,564,intangible assets of $12, stock based compensation expenses of $854,700, gain from forgiveness of related party debts of $45,385 and loss on impairmentclosure of goodwilla subsidiary of $458,550 and gain on disposal of subsidiaries of $2,513,875. $34,322.

For the ninethree months ended DecemberJune 31,30, 2026 and 2025, no net cash was generated from investing activities.

For the ninethree months ended DecemberJune 31,30, 2025, net cash provided by financing activities was $76,639,$57,445, which consisted of advances from related parties.parties of $57,445.

For the ninethree months ended DecemberJune 31,30, 2024,2025, net cash provided by financing activities was $51,837,$40,544, which consisted of advances from related parties and accrued consulting expenses incurred.parties.

Our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders. Our sources of capital may include the sale of equity securities, which include common stock sold in private transactions, capital leases and short-term and long-term debts. While we believe that we will obtain external financing and the existing shareholders will continue to provide the additional cash to meet our obligations as they become due, there can be no assurance that we will be able to raise such additional capital resources on satisfactory terms. The Company incurred a recurring loss from prior years and suffered from an accumulated deficit of $8,822,017$10,590,144 at at DecemberJune 31,30, 2025.2026. The continuation as a going concern is dependent upon improving profitability and obtaining the continued financial support from the stockholders and external financing to provide the additional cash to meet the Company’sour obligations as they become due. Whilst management believes that external financing can be obtained, there can be no assurance on the success of raising such additional capital capital resources on terms satisfactory to the Company.resources.

We have not achieved profitability since our inception, and we expect to continue to incur net losses for the foreseeable future. We expect net cash expended in 2026 to be significantly higher than 2025. As of DecemberJune 31,30, 2025,2026, we had an accumulated deficit of $8,822,017.$10,590,144. Our material cash requirements are are highly dependent upon the additional financial support from our major shareholders in the next 12 - 18 months.

In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as intangible assets, property and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the ninethree months ended DecemberJune 31,30, 20252026 and 2024.2025.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and believebelieved the future adoption of any such pronouncements may not be expected to cause a material impact on its financial condition or the results of its operations.