RBTK 10-K & 10-Q changes, risk factors and insider trading
Zhen Ding Resources Inc. · OTC · Metal Mining · CIK 1594204 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “Reserves And Mineralization Estimates Are Uncertain.”
Largest changes
“We rely on Xinzhou Gold for our supply of ores. There are numerous uncertainties inherent in estimating proven and probable reserves and mineralization, including many factors beyond our control. The estimation of reserves and mineralization is a subjective process and the accuracy of any such estimates is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, metallurgical testing and production and the evaluation of mine plans subsequent to the date of any estimate may justify revision of such estimates. …”see in full comparison
Our operating plan forsee in full comparison20232024 and20242025 was focused in part on restarting the Wuxi ore milling operations through the permitting and exploration of further reservesbybyourXinzhoujointGoldventure partner, and the subsequent expansion of the mill. On the other hand, we also sought unrelated business opportunities during 2024 and 2025 to diversify our business and leverage our existing assets and expertise. We estimate we will require a minimum of approximately$4,500,000$3,500,000 to support this plan for the next 12months.months, regardless of whether such funds are applied to our mining related endeavors, or to a new business venture. We are actively seeking additional funding, but to date have not entered into any agreements or other arrangements for such financing. There can be no assurance that the required additional financing will be available on terms favorable to us, or at all.
Full comparison: every changed paragraph (4)
Our operating plan for 20232024 and 20242025 was focused
in part on restarting the Wuxi ore milling operations through the permitting and exploration of further reserves bybyour Xinzhoujoint Goldventure partner,
and the subsequent
expansion of the mill. On the other hand, we also sought unrelated business opportunities during 2024 and 2025 to diversify
our business and leverage our existing assets and expertise. We estimate we will require a minimum of approximately $4,500,000$3,500,000 to support
this plan for the next 12 months.months, regardless of whether such funds are applied to our mining related endeavors, or to a new business venture.
We are actively seeking additional funding, but to date have not entered into any agreements or other arrangements for such financing.
There can be no assurance that the required additional financing will be available on terms favorable to us, or at all.
• reduce or possibly eliminate our expenditures on exploration and mineral concentration; and
Reserves And Mineralization Estimates Are Uncertain.
We rely on Xinzhou Gold for our supply of ores. There
are numerous uncertainties inherent in estimating proven and probable reserves and mineralization, including many factors beyond our control.
The estimation of reserves and mineralization is a subjective process and the accuracy of any such estimates is a function of the quality
of available data and of engineering and geological interpretation and judgment. Results of drilling, metallurgical testing and production
and the evaluation of mine plans subsequent to the date of any estimate may justify revision of such estimates. No assurances can be given
that the volume and grade of reserves recovered and rates of production will not be less than anticipated. Assumptions about prices are
subject to great uncertainty and gold prices have fluctuated widely in the past. Declines in the market price of gold or other precious
metals also may render reserves or mineralization containing relatively lower grades of ore uneconomic to exploit. Changes in operating
and capital costs and other factors including, but not limited to, short-term operating factors such as the need for sequential development
of ore bodies and the processing of new or different ore grades, may materially and adversely affect Xinzhou Gold’s mine reserves
and as a result affect our production.
Management's Discussion & Analysis (MD&A)
Removed heading “Estimated Net Expenditures During the Next Twelve Months”
Largest changes
“We have not included a detailed budget in this quarterly report to outline the anticipated costs associated with the resumption of our mineral extraction and refinery activities. We anticipate that such costs will include those related to extensive facility improvements, permitting expense, drilling expense, general and specialized labour expense, professional fees, and other contingent costs and expenses. …”see in full comparison
There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations. 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.see in full comparison
Our operating plan for the balance of fiscalsee in full comparison20252025, and fiscal 2026 is to seek an investment of approximatelyUS$3,350,000,US$3,350,000whichforwedeploymentbelievetowardistherequiredresumptionto restartof our mineralprocessing plant in Chinaextractionand extend Xinzhou Gold’s mining permit, which would allow us to resume our ore extractionand refineryactivities,activities.althoughWewehave not secured any financing commitment thus far.
Net cash provided by operating activities was $78,284 for the year ended December 31, 2025 compared to net cash used in operating activitiessee in full comparisonwasof $107,228for the year ended December 31, 2024 compared to $9,258for the year ended December 31,2023,2024, representing an increase of754.54%.173%.
Our financial statements report a net income of $286,663 for the year ended December 31, 2025 as compared to net loss of $1,106,305 for the year ended December 31,see in full comparison20242024,as compared to $1,247,099 for the year ended December 31, 2023,representing adecreaseincrease of11.28%126% during the most recent fiscal year.
Full comparison: every changed paragraph (16)
Our operating plan for the balance of fiscal 20252025,
and fiscal 2026 is to seek an investment of approximately US$3,350,000,US$3,350,000 whichfor wedeployment believetoward isthe requiredresumption to restartof our mineral processing plant in Chinaextraction
and extend Xinzhou Gold’s mining permit, which would allow us to resume our ore extraction and refinery activities,activities. althoughWe we
have not secured any financing commitment thus far.
We have not included a detailed budget in this quarterly report to outline the anticipated costs associated with the resumption of our mineral extraction and refinery activities. We anticipate that such costs will include those related to extensive facility improvements, permitting expense, drilling expense, general and specialized labour expense, professional fees, and other contingent costs and expenses. We intend to resume disclosing a detailed budget once we have obtained renewed confirmation of previous cost projections and recommendations made by the technical experts engaged by our joint-venture.
The funds raised would be used to:
This will involve re-testing the plant equipment
and re-hiring all personnel that was laid off as a result of the mining halt. We will reactivelyalso actively seek partnerships with mining
enterprises enterprises
primarily active in the gold, silver and/or copper fields and subject to the general parameters described earlier to increase
our supply
of raw material. In addition, we will look for a partner in the natural resources field in order to enhance our future capability
to access
necessary funding and seek other businesses opportunities and other strategic transactions with a view toward diversifying our
business business
and attracting new investment.
In order to execute our business plan over the
next twelve months we expect to expend funds as follows:
Estimated Net Expenditures During the Next
Twelve Months
In light of our nominal cash resources, we expect
that we will be required to raise approximately $3,500,000$3,350,000 in order to execute our proposed business plan during the remainder of fiscal
2025, and fiscal 2025.2026. In
the event thatIf we are unable to raise sufficient funds to carry out our planned investment in drillingmineral equipmentextraction and
refining our planned exploration
program,activities, we anticipate that we will require a minimum of $350,000 to maintain our current business operations without engaging
in any
significant exploration activities or investment. We have suffered recurring losses from operations. The continuation of our company
is is
dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed.
There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations. 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.
Our financial statements
report a net income of $286,663 for the
year ended December 31, 2025 as compared to net loss of $1,106,305 for the year ended December 31, 20242024, as compared to $1,247,099 for the year ended December 31, 2023,
representing a decreaseincrease of 11.28% 126%
during the most recent fiscal year.
Our interest expense
for the year ended December 31, 20242025 was $501,273 $497,913
compared to $498,120$501,273 duringfor fiscalthe 2023.year ended December 31, 2024.
Our other income for the year ended December 31, 2025 was $880,647 compared to $0 for the year ended December 31, 2024.
Net cash provided by operating activities was $78,284 for the year
ended December 31, 2025 compared to net cash used in operating activities wasof $107,228 for the year ended
December 31, 2024 compared to $9,258 for the year ended December 31, 2023,2024, representing
an increase of 754.54%.173%.
Net cash used in financing activities was $29,200 for the year ended
December 31, 2025 compared to net cash provided by financing activities wasof $105,475 for the year
ended December 31, 2024 compared to $66,764 for the year ended December 31, 2023.2024. Proceeds from
financing activities during both years
were from short-term operating loans.
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 December 31, 2024,2025, the Company had accumulated losses of $23,419,382$23,260,694 since inception and had a working
capital deficit of $10,927,863.
$11,080,776. 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 debt or
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.
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 December 31, 2025 and 2024, the Company had aggregate foreign currency translation gains (loss) of ($439,576) and $280,045, respectively.
Non-controlling interests in ourthe company’sCompany’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.
What changed in the latest 10-Q
Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Largest changes
“For a summary of the Company’s risk factors, please refer to Item 9A of our Form 10-K for the year ended December 31, 2024.”see in full comparison
“As a “smaller reporting company”, we are not required to provide the information required by this Item.”see in full comparison
Full comparison: every changed paragraph (2)
As a “smaller reporting company”, we are not required to provide the information required by this Item.
For a summary of the Company’s risk factors, please refer to
Item 9A of our Form 10-K for the year ended December 31, 2024.
Management's Discussion & Analysis (MD&A)
New heading “Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025”
New heading “Estimated Net Expenditures During the Next Twelve Months”
New heading “Future Financings”
Removed heading “Investing Activities”
Largest changes
We had a net loss ofsee in full comparison$143,619$164,164 for the three months endedMarchJune31,30, 2026,comparedrepresentingtoana recorded gainincrease of$733,222approximately 16% from our net loss of $141,277 for the three months endedMarchJune31,30, 2025. The change in our results over the two periodswasresulteddueprimarilytofromtheanextinguishmentincreaseofinunpaidourrelatedgeneralpartyanddebtadministrative expense and interest expense duringfiscal 2025 resulting from the bankruptcy of our former joint venture partner.2026.
“Our operating plan for the balance of fiscal 2026 and 2027 is to seek an investment of approximately US$3,350,000, which we believe is required to restart our mineral processing plant in China and extend Xinzhou Gold’s mining permit, which would allow us to resume our ore extraction and refinery activities, although we have not secured any financing commitment thus far.”see in full comparison
“Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025”see in full comparison
“Our operating plan for the balance of fiscal 2026 is to seek additional investment for deployment toward the identification and evaluation of strategic transactions either within or outside of the mining industry, or toward the resumption of our mineral extraction and refinery activities. We have not secured any financing commitment thus far. We anticipate that our financing requirements will vary widely depending on our ultimate course of action.”see in full comparison
“Accordingly, we have not included a detailed budget in this quarterly report to outline the anticipated costs associated with the resumption of our mineral extraction and refinery activities. We anticipate that such costs will include those related to extensive facility improvements, permitting expense, environmental compliance, drilling expense, general and specialized labour expense, professional fees, and other contingent costs and expenses.”see in full comparison
Full comparison: every changed paragraph (34)
Summary of Operations during the ThreeSix Months
Ended MarchJune 31,30, 2026 OwingIn tolight ourof limitedthe cash-flow,continued strength of gold prices
during the first six months of 2026, our management
is presentlycontinues engagedto inseek identifyingproposals from prospective investors and evaluatingpartners business opportunitiesseeking to createparticipate
in shareholdera value,smaller includingdrilling collaborationsoperation and other
strategic transactions,joint bothventure withinprojects and outside the mining sector.transactions. However, there is no assurance that a suitable opportunity
will be
identified or secured.
Going forward, we will continue to seek sufficient financing to re-establish our mineral extraction and refining operations. We will also seek to identify and evaluation businesses opportunities and other strategic transactions on an ongoing basis with a view toward diversifying our business and optimizing shareholder value.
Our operations are presently financed by loans
from our sole director and officer on an as-needed basis to satisfy our regulatory compliance obligations. These loans are currently provided
on an interest-free, demand basis, however there is no guarantee that additional financing will be available to us, whether from our related
parties or otherwise.
Three Months Ended MarchJune 31,30, 2026 compared to
to the Three Months Ended MarchJune 31,30, 2025
The following table summarizes key items of comparison
and their related increase (decrease) for the three-monththree month periods ended MarchJune 31,30, 2026 and 2025, respectively2025:
Wedid not earn any revenues in the three months ended June 30, 2026 or 2025, respectively. Our lack of revenue was due to the continued idling of our mineral processing operations, and our inability to secure a renewed permit or financing to resume our mining activities.
We did not earn any revenues during the three
months ended March 31, 2026 or 2025.
We had a net loss of $143,619$164,164 for the three months
ended MarchJune 31,30, 2026, comparedrepresenting toan a recorded gainincrease of $733,222approximately 16% from our net loss of $141,277 for the three months ended MarchJune 31,30, 2025.
The change in our results over
the two periods wasresulted dueprimarily tofrom thean extinguishmentincrease ofin unpaidour relatedgeneral partyand debtadministrative expense and interest
expense during fiscal 2025 resulting from the bankruptcy of our former
joint venture partner.2026.
Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025
The following table summarizes key items of comparison and their related increase (decrease) for the six month ended June 30, 2026 and 2025:
We had not earned any revenues during the six months ended June 30, 2026 and 2025, respectively. Our lack of revenue was due to the continued idling of our mineral processing operations, and to our inability to secure a renewed permit or financing to resume our mineral extraction operations.
We had a net loss of $307,783 for the six months ended June 30, 2026, representing a decrease of approximately 152% from our net income of $591,945 during the six months ended June 30, 2025. The change over the two periods is primarily the result of a gain on extinguishment of debt recognized during the six months ended June 30, 2025 that did not recur in the current period.
As of MarchJune 31,30, 2026, we had current assets of
$35,309$25,968 (consisting of cash and cash equivalents,equivalents), current liabilities of $11,403,380$11,733,419 and a working capital deficit of $11,368,071.$11,707,451. This
compares to our current assets of $20,289 (consisting of cash and cash equivalents), current liabilities of $11,101,065, and working capital
deficit of $11,080,776 as of December 31, 2025. The increase in cash and increase in liabilities during the most recent period corresponded
withresulted an increase in cashprimarily from receipt
of related party loans,loans and athe correspondingaccumulation increaseof ininterest accountsexpense payable and accrued liabilities toon related
parties. party loans.
As of MarchJune 31,30, 2026, we had an accumulated lossesdeficit
of $23,369,280$23,498,246 since inception. We anticipate generating additional losses and, therefore, may be unable to continue operations further
in the future.
Net cash used in operating activities during the
threesix months ended MarchJune 31,30, 2026 was $143,619$(4,102), compared to $733,222 in net cash gainedprovided fromby operating activities of $118,725 during the threesix months ended
June March
31,30, 2025. The gainchange duringresulted fiscalprimarily 2025from correspondedthe withabsence of a recorded gain fromon the extinguishment of related party debt payable byduring the Company.most recent period. During
During the threesix months ended MarchJune 31,30, 2026 and 2025, we had no sales and did not purchase any raw materials.
Investing Activities
The Company did not use or gain any cash from
investing activities during the three months ended March 31, 2026 or 2025.
Cash provided by financing activities during the six months ended June 30, 2026 was $51,500, compared to cash used in financing activities of $84,158 during the six months ended June 30, 2025. The change resulted primarily from the absence of payments on notes payable to related parties during the most recent period.
Cash used in financing activities during the three
months ended March 31, 2026 was $33,592 compared to $733,222 in cash provided by financing activities during the three months ended March
31, 2025. The gain recorded during fiscal 2025 was entirely the result of the extinguishment of related party loans payable by the Company
to our former joint venture partner.
Our operating plan for the 12 months beginning from July 1, 2026 is as follows:
Our operating plan for the balance of fiscal 2026 and 2027 is to seek an investment of approximately US$3,350,000, which we believe is required to restart our mineral processing plant in China and extend Xinzhou Gold’s mining permit, which would allow us to resume our ore extraction and refinery activities, although we have not secured any financing commitment thus far.
The funds raised would be used to:
This will involve re-testing the plant equipment and re-hiring all personnel that was laid off as a result of the mining halt. We will reactively seek partnerships with mining enterprises primarily active in the gold, silver and/or copper fields and subject to the general parameters described earlier to increase our supply of raw material. In addition, we will look for a partner in the natural resources field in order to enhance our future capability to access necessary funding and seek other businesses opportunities and other strategic transactions with a view toward diversifying our business and attracting new investment.
In order to execute our business plan over the next twelve months we expect to expend funds as follows:
Estimated Net Expenditures During the Next Twelve Months
Our operating plan for the balance of fiscal 2026
is to seek additional investment for deployment toward the identification and evaluation of strategic transactions either within or outside
of the mining industry, or toward the resumption of our mineral extraction and refinery activities. We have not secured any financing
commitment thus far. We anticipate that our financing requirements will vary widely depending on our ultimate course of action.
We estimate that we would require up to $4,500,000
to resume our mineral extraction and refining activities, although renewed technical work and liaison with government authorities and
regulatory bodies will be required to confirm the ultimate cost of that enterprise.
Accordingly, we have not included a detailed budget in this quarterly
report to outline the anticipated costs associated with the resumption of our mineral extraction and refinery activities. We anticipate
that such costs will include those related to extensive facility improvements, permitting expense, environmental compliance, drilling
expense, general and specialized labour expense, professional fees, and other contingent costs and expenses.
In light of our nominal cash resources, we expect
that we will be required
to raise approximately $300,000$3,350,000 in order to sustainexecute our operationsproposed forbusiness theplan remainder ofduring fiscal 2026 and 2027. In the event that
we are unable to raise sufficient funds to carry out our planned investment in drilling equipment and our planned exploration program,
we anticipate that we will require a minimum of $350,000 to maintain our current business operations without engaging
in any significant
exploration explorationactivities or investment. We have suffered and continue to suffer recurring losses from operations,operations. andThe the
continuation of our company is dependent
upon our company attaining and maintaining profitable operations and raising additional capital as needed.
ThereThe arecontinuation noof assurancesour thatbusiness weis willdependent
upon be able to
obtainobtaining further fundsfinancing, requireda forsuccessful ourprogram continuedof exploration and/or development, and, finally, achieving a profitable level of
operations. There can be no assurance that additional financing will be available to us
when needed or, if available, that it can be obtained on commercially reasonable terms. The issuance of additional equity securities in
connection with any financing by us could result in a significant dilution in the equity interests of our current
stockholders. Obtaining
commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
There are no assurances that we will be able to
obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our
immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed
or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing
on a
timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become
become due. In such event, we will be forced to scale down or perhaps even cease our operations.
We are aware that liquidity is materially constrained and dependent on additional financing.
Future Financings
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.
RBTK insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding RBTK (13F)
None of the 59 investors we track reported a position in their latest 13F.