The following discussion should be read in conjunction with our consolidated audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 6 of this annual report.

Our consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Plan of Operations and Cash Requirements

Our operating plan for the balance of fiscal 2023 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:

1. upgrade tailings pond and water treatment facility;

2. design and implement groundwater remediation and protection measures;

3. extend and expand permitted mining area of Xinzhou Gold to access higher

concentrate ore veins;

4. resume ore exploration and extraction activities;




 5. re-start the mill;




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 6. re-test the mill;

7. develop expansion plans for our plant capacity;

8. drill additional holes near the concentration plant; and

9. undertake at least three deep drill holes in the permitted area to re-commence


    greater milling operations as soon as possible.



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.





Cash Requirements



We raised net cash of $52,703 in our financing activities during the year ended December 31, 2022 compared to $58,489 raised during the year ended December 31, 2021. We had current assets of $13,708 (consisting of cash) as at December 31, 2022, and current liabilities of $10,329,353. This compares to current assets of $29,782 (consisting of cash) as at December 31, 2021, and current liabilities of $10,548,025. Our working capital deficit as at December 31, 2022 was $10,315,645, compared to $10,518,243 as at December 31, 2021.

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



                                                                          $

Implementation of Environmental Planning, Remediation, and Protection Measures

                                                      1,000,000
Restart mill and mining related operations                               3,000,000
General, Administrative Expenses                                           100,000
Consulting & Permit Fees                                                   150,000
Contingency                                                                250,000

Total                                                                    4,500,000



In light of our nominal cash resources, we expect that we will be required to raise approximately $4,500,000 in order to execute our proposed business plan during fiscal 2023. 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 activities or investment. We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed.





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The continuation of our business is dependent upon obtaining further financing, a successful program of exploration and/or development, and, finally, achieving a profitable level of operations. The issuance of additional equity securities 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 due. In such event, we will be forced to scale down or perhaps even cease our operations.

Results of Operations - Years Ended December 31, 2022 and 2021

The following summary of our results of operations should be read in conjunction with our financial statements for the years ended December 31, 2022 and 2021, which are included herein.





Our operating results for the years ended December 31, 2022 and 2021, and the
changes between those periods for the respective items are summarized as
follows:



                               Year Ended         Year Ended
                              December 31,       December 31,
                                  2022               2021

General and administration   $       70,004     $       63,062
Gain on sale of assets       $         (262 )   $      (25,261 )
Interest expense             $     (513,675 )   $     (532,023 )
Other income (expense)       $          110     $           43

Net loss                     $     (583,307 )   $     (569,781 )

Our financial statements report a net loss of $583,307 for the year ended December 31, 2022 as compared to a net loss of $569,781 for the year ended December 31, 2021, representing an increase of 2.37% during the most recent fiscal year.

Our operating expenses for the year ended December 31, 2022 were $69,742 compared to $37,801 for the year ended December 31, 2021.

Our interest expense for the year ended December 31, 2022 was $513,675 compared to $532,023 during fiscal 2021.

Liquidity and Financial Condition





Working Capital



                           At                At
                      December 31,      December 31,
                          2022              2021
Current assets        $      13,708     $      29,782
Current liabilities      10,329,353        10,548,025
Working deficit       $ (10,315,645 )   $ (10,518,243 )




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As of December 31 2022, we had accumulated losses of approximately $21,345,909 since inception. We anticipate generating losses and, therefore, may be unable to continue operations further in the future.





Cash Flows



                                                   Year Ended
                                                  December 31,
                                              2022            2021

Net cash used in operating activities $ (75,389 ) $ (108,130 ) Net cash provided by investing activities 290 82,301 Net cash provided by financing activities 52,703 58,489 Foreign currency translation

                   (6,322 )        (6,134 )
Net increase (decrease) in cash             $ (16,074 )    $   26,526




Operating Activities


Net cash used in operating activities was $75,389 for the year ended December 31, 2022 compared to $108,130 used in operating activities for the year ended December 31, 2021, representing a decrease of 30%.





Investing Activities


Net cash provided by investing activities was $290 for the year ended December 31, 2022 compared to $82,301 gained in operating activities for the year ended December 31, 2021. Proceeds from investing activities during 2021 were derived from the sale of fully impaired property and equipment during that year. No significant property or equipment was sold during 2022.





Financing Activities


Net cash provided by financing activities was $52,703 for the year ended December 31, 2022 compared net cash provided by financing activities of $58,489 for the year ended December 31, 2021. Proceeds from financing activities during both years were from short-term operating loans.





Contractual Obligations


As a "smaller reporting company", we are not required to provide tabular disclosure obligations.





Going Concern


These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next twelve months. As of December 31, 2022, the Company had accumulated losses of $21,345,909, since inception and had a working capital deficit of $10,315,645. 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.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.





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Critical Accounting Policies


The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.





Principles of Consolidation



The consolidated financial statements include the accounts of our company, our wholly subsidiary Z&W Zhen Ding Corporation and our majority owned subsidiary Zhen Ding Mining Co. Ltd. All inter-company transactions and balances were eliminated. The portion of the income applicable to non-controlling interests in subsidiary undertakings is reflected in the consolidated statements of operations.





Foreign Currency Adjustments



Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Any translation adjustments are reflected as a separate component of stockholders' equity (deficit) and have no effect on current earnings. Gains and losses resulting from foreign currency transactions are included in current results of operations.





Non-controlling Interest



Non-controlling interests in our company's subsidiaries are reported as a component of equity, separate from the parent's equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the minority interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

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