Form 10-K/A - Annual report [Section 13 and 15(d), not S-K Item 405]: [Amend]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K/A

Amendment No. 1

 

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2022

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 000-56396

 

KING RESOURCES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		13-3784149
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
Unit 1813, 18/F, Fo Tan Industrial Centre 26-28 Au Pui Wan Street Fo Tan, Hong Kong
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: + 852 3585 8905

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each class	Name of each exchange on which registered
N/A	N/A

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock, par value $0.001 per share

Title of each class

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

 

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. 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). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or any 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 ☒
	Emerging growth company ☐

 

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐  No ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

 

Common Stock		Outstanding at May 31, 2022
Common Stock, $0.001 par value per share		4,807,802,061 shares

 

The aggregate market value of the 1,971,981,165 shares of Common Stock of the registrant held by non-affiliates on September 30, 2021, the last business day of the registrant’s second quarter, computed by reference to the closing price reported by the Over-the-Counter Bulletin Board on that date is $35,890,057.

 

Auditor Firm ID 6743

 

 

 

 

EXPLANATORY NOTE

This Amendment No. 1 to the Company’s Form 10-K (the “Amendment”) amends the Annual Report of King Resources, Inc. on Form 10-K for the fiscal year ended March 31, 2022 (the “Form 10-K”), as filed with the Securities and Exchange Commission on June 24, 2022, and is being filed solely amend the dates of appointment of Mr. FU Wah and Mr. LAU Ping Kee as described in the section entitled “Biographies” under “Item 10. Directors and Executive Officers and Corporate Governance” of the Form 10-K from December 15, 2021 to November 10, 2021. Except as set forth above, no other changes to Item 10 were made.

 

This Amendment includes new certifications by our Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as exhibits 31.1 and 32. hereto.

 

Except as expressly set forth above, this Amendment does not, and does not purport to, amend, update or restate the information in any other item of the Form 10-K or reflect any events that have occurred after the filing of the original Form 10-K.

 

Biographies

 

Set forth below are brief accounts of the business experience during the past five years of each director, executive officer and significant employee of the Company.

 

Mr. FU Wah, age 53, was appointed to serve as our Chief Executive Officer, Secretary and director on November 10, 2021. Mr. Fu has served as the Chief Executive Officer of Powertech Corporation Limited, a Hong Kong company, since 2014. Prior to that time, Mr. Fu served as the General Manager of Max Infosystems (Hong Kong) Ltd., a Hong Kong company, from 2001 to 2003 and 2005 to 2013, respectively. Mr. Fu is a technopreneur with more than 15 years of extensive experience in Integrated Supply Chain Management and Solutions, and Microsoft licensing program. Mr. Fu established the team for Power Technology research and development, developing high-efficient and high-power density of AC/DC power solution with the proprietary power conversion technology. He also involved with a research project in indoor location and object tracking. He has extensive knowledge and experience in IoT and Smart City solutions and applications. Mr. Fu graduated from Ottawa University with a Bachelor Degree in Business Administration in 1999, and obtained his Master Degree from Hong Kong University of Science and Technology (“HKUST”) in Technology Management of IT Management in 2006. Mr. Fu brings to the Board his extensive experience in ultra-small high power chargers and its applications.

 

Mr. LAU Ping Kee, age 73, was appointed to serve as our Chief Financial Officer and director on November 10, 2021. Mr. Lau is a seasoned businessman with significant experience in the marine and shipping industry, and has been a director of various marine and investment companies. Mr. Lau has been a director of Golden Creation Enterprise Limited since 2014 and a director of Y.R.P. Investment Limited since 2013. Mr. Lau served as director of Sharing Economy International Inc. from March 2017 to December 2021. Mr. Lau brings to the Board his experience as a corporate director and in investment, as well as his knowledge in managing Nasdaq and OTC Markets companies. Mr. Lau obtained his Bachelor and Master degrees in Art from L’Ecole Pratique des Hautes Etudes, Paris, France in 1977.

 

 

1

 

 

 

PART IV

 

ITEM 15.  Exhibits and Financial Statement Schedules.

 

Exhibit No.
3.1		Articles of Incorporation(1)
3.2		Certificate of Designations of preferences and rights of Series B Convertible Preferred Stock (2)
3.3		Bylaws (1)
4.1		Specimen certificate evidencing shares of Common Stock(2)
4.2		Description of Securities (4)
5		Opinion of Ravenscroft & Schmierer **
10.1		Share Exchange Agreement dated December 15, 2021, by and among King Resources, Inc., Powertech Management Limited, a British Virgin Island corporation, FU Wah and Silver Bloom Properties Limited(1)
21		Subsidiaries(2)
31.1		Certification of Chief Executive Officer, Secretary and Director Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Chief Financial Officer and Director Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of Chief Executive Officer, Secretary and Director Pursuant to 18 U.S.C. Section 1350*
32.2		Certification of Chief Financial Officer and Director Pursuant to 18 U.S.C. Section 1350*
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).

_______________________

*	Filed herewith
**	Incorporated by reference to Item 11 of the Amendment No. 2 to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on April 21, 2022.
(1)	Incorporated by reference to the Exhibits of the Registration Statement on Form 10 filed with the Securities and Exchange Commission on February 14, 2022.
(2)	Incorporated by reference to the Exhibits of Amendment No. 1 to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on March 25, 2022.
(3)	Incorporated by reference to the Exhibits of Amendment No. 2 to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on April 21, 2022.
(4)	Incorporated by reference to the Exhibits of the Form 10-K filed with the Securities and Exchange Commission on June 24, 2022.

 

 

 

2

 

 

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.

 

	KING RESOURCES, INC.
	By:	/s/ FU Wah
		Name: FU Wah
		Title: Chief Executive Officer, Secretary and Director

 

Date:  October 16, 2023

 

 

 

 

 

 

 

 

 

 

 

 

3

 

Exhibit 31.1

 

KING RESOURCES, INC.
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) OR RULE 15D-14(A),
AS ADOPTED PURSUANT TO
RULE 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, FU Wah, certify that:

 

1. I have reviewed this Amendment No. 1 to Form 10-K of King Resources, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the year in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the year covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

	By:	/s/ FU Wah
Dated: October 16, 2023	Name: Title:	FU Wah Chief Executive Officer, Secretary and Director

 

Exhibit 31.2

 

KING RESOURCES, INC.
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) OR RULE 15D-14(A),
AS ADOPTED PURSUANT TO
RULE 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, LAU Ping Kee, certify that:

 

1. I have reviewed this Amendment No. 1 to Form 10-K of King Resources, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the year in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the year covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

	By:	/s/ LAU Ping Kee
Dated: October 16, 2023	Name: Title:	LAU Ping Kee Chief Financial Officer and Director

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned, FU Wah, Chief Executive Officer, Secretary and Director of King Resources, Inc., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) the annual report on Amendment No. 1 to Form 10-K of King Resources, Inc. for the period ended March 31, 2022 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of King Resources, Inc..

 

 

 

/s/ FU Wah
FU Wah
Title: Chief Executive Officer, Secretary and Director

 

 

 

Dated: October 16, 2023

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned, LAU Ping Kee, Chief Financial Officer and Director of King Resources, Inc., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) the annual report on Amendment No. 1 to Form 10-K of King Resources, Inc. for the period ended March 31, 2022 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of King Resources, Inc..

 

 

 

/s/ LAU Ping Kee
LAU Ping Kee
Title: Chief Financial Officer and Director

 

 

 

Dated: October 16, 2023

 

Cover - USD ($)	12 Months Ended
	Mar. 31, 2022	May 31, 2022	Sep. 30, 2021
Cover [Abstract]
Document Type	10-K/A
Amendment Flag	true
Amendment Description	Appointment Date Amendments
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--03-31
Entity File Number	000-56396
Entity Registrant Name	KING RESOURCES, INC.
Entity Central Index Key	0000774415
Entity Tax Identification Number	13-3784149
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Unit 1813, 18/F
Entity Address, Address Line Two	Fo Tan Industrial Centre
Entity Address, Address Line Three	26-28 Au Pui Wan Street
Entity Address, City or Town	Fo Tan
Entity Address, Country	HK
Entity Address, Postal Zip Code	00000
Country Region	852
Local Phone Number	3585 8905
Title of 12(g) Security	Common Stock, par value $0.001 per share
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 35,890,057
Entity Common Stock, Shares Outstanding		4,807,802,061
Auditor Name	J&S Associate
Auditor Firm ID	6743
Auditor Location	Kuala Lumpur, Malaysia

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