Quarterly Report for Quarter Ending December 31, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our Company's financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in the report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors. See "Cautionary Note Concerning Forward-Looking Statements" on page ii.

Unless otherwise noted, all currency figures quoted as "U.S. dollars", "dollars" or "$" refer to the legal currency of the United States. Throughout this report, assets and liabilities of the Company's subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders' equity.

Overview

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. Effective December 27, 2023 we changed our name to OneSolution Technology Inc. Effective September 9, 2025, we changed back to King Resources, Inc., our current name.

On September 30, 2024, the Company conducted the corporate restructuring by disposing 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.

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 in August 23, 2022; (ii) Heavenly Grace Limited ("Heavenly Grace"), a Hong Kong limited liability company formed in June 13, 2012; (iii) OneSolution Management Limited ("OSM"), a BVI limited liability company formed in August 24, 2022; and (iv) OneSolution Innotech Limited ("OSIL"), a Hong Kong limited liability company formed in September 2, 2022.

Heavenly Grace Limited ("Heaven Grace"), our primary operating subsidiary, is engaged in the arts and collectibles business. Heavenly Grace commenced operations in Hong Kong in April 2025 and operates both an online and physical arts and collectibles trading business. Heavenly Grace utilizes blockchain and NFT technologies to create title documentation and a transparent ledger for each artwork or collectible to enhance the overall experience of each collector in order to facilitate sale transaction logistics. Through our physical arts and collectibles business, we provide authentication, valuation and certification ("AVC") service, sale and purchase, hire purchase, financing, custody, security and exhibition ("CSE") services to art and collectibles buyers through traditional methods as well as through leveraging blockchain technology through the creation of Digital Ownership Tokens ("DOTs"). We are not required to obtain permission from the Chinese authorities to operate or to issue securities to foreign investors.

We purchase collectibles at a discount from market value as determined in accordance with valuations performed by market recognized valuation experts. We then sell the collectibles at or over market valuation price either through our online trading platform or through third-party auction houses. We primarily source our collectibles from China and Hong Kong, but we expect to expand our collectible sources worldwide as opportunity permits. In the future, we plan to open up our online trading platform to connect sellers and collectors and enable them to conduct transactions in exchange for platform and transaction fees from the sellers, without the workload handling the selling of the collectibles.

Our trading platform is hosted in Hong Kong, and we work primarily with third-party auction houses in Hong Kong and France.

We generally do not maintain custody of the DOTs or crypto assets. Any DOTs sold by the Company as ownership documents in association with the underlying physical artwork or collectible are minted and held by third parties. Where possible, we adopt a "sell then mint" process, where the DOTs are not minted unless they have been sold. This is in line with how legal documents are created where an Assignment is only drafted and signed after a sale of a property (e.g., scanned copies of an Assignment can be created in PDF form thereafter). The DOT merely a digital ownership title to a physical item.

Before the DOTs are sold, we store the underlying physical art pieces in our warehouse. We have purchased insurance that covers the art pieces stored in our warehouse. After the DOTs are sold, customers can choose to ship out the underlying art pieces or not. If customers want to ship out the art pieces, they will have to pay for the shipping and insurance fees.

For the nine months ended December 31, 2025 and 2024, we reported a net (loss) income of $(1,378,639) and $1,710,071, respectively. As of December 31, 2025, and March 31, 2025, we had current assets of $42,148,235 and $41,853, respectively, and current liabilities of $14,610,610 and $996,386, respectively.

Our financial statements for the years ended March 31, 2026 and 2025 were prepared assuming that we will continue as a going concern. Our continuation as a going 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 leases and short-term and long-term debts.

We are not required to obtain permission from the Chinese authorities to operate or to issue securities to foreign investors.

Our corporate organization chart is as below:

Results of Operations.

Comparison of the three months ended December 31, 2025 and 2024

The following table sets forth certain operational data for the periods indicated:

		Three months ended December 31,
		2025				2024
Revenue, net		$	589,880			$	19,239
Cost of revenue			(530,293	)			(11,544	)
Gross profit			59,587				7,695
Operating expenses:
Sales and marketing expenses			(732,756	)			(130,000	)
General and administrative expenses			(72,596	)			(45,209	)
Loss from operation			(745,765	)			(167,514	)
Other expense, net			-				(458,550	)
(Loss) income before income taxes			(745,765	)			(626,064	)
Income tax expense			-				-
Net (loss) income		$	(745,765	)		$	(626,064	)

Revenue

During the three months ended December 31, 2025, the following customer accounted for 10% or more of our total net revenue:

		Three months ended December 31, 2025								December 31, 2025
Customer		Revenues				Percentage of revenues				Accounts receivable
Mirum Digital Media Limited		$	570,593				96.7%			$	145,349

During the three months ended December 31, 2024, the following customer accounted for 10% or more of our total net revenue:

		Three months ended December 31, 2024								December 31, 2024
Customer		Revenues				Percentage of revenues				Accounts receivable
Marvel Digital Group Limited		$	19,239				100%			$	-

Cost of Revenue

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

Gross Profit

We achieved a gross profit of $59,587 and $7,695 for the three months ended December 31, 2025 and 2024, respectively. The gross profit increased due to contribution of the sales of collectibles.

Sales and Marketing Expenses

Sales and marketing expenses were $732,756 and $130,000 for the three months ended December 31, 2025 and 2024, respectively. The increase in expenses was due to $709,600 consulting fees incurred during the three months ended December 31, 2025.

General and Administrative Expenses ("G&A")

General and administrative expenses were $72,596 and $45,209 for the three months ended December 31, 2025 and 2024, respectively. These expenses primarily include 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 in the three months ended December 31, 2025 from $45,209 in the three months ended December 31, 2024. The increase was primarily attributable to the increase in professional fees.

Other income (expense), net

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

Income Tax Expense

No income tax expense incurred during the three months ended December 31, 2025 and 2024.

Net loss

As a result of the above, we reported net loss of $745,765 for the three months ended December 31, 2025, as compared to $626,064 for the three months ended December 31, 2024. The increase in net loss was mainly attributable to the increase in sales and marketing expenses offset by decrease in other expense.

Comparison of the nine months ended December 31, 2025 and 2024

The following table sets forth certain operational data for the periods indicated:

		Nine months ended December 31,
		2025				2024
Revenue, net		$	628,282			$	57,662
Cost of revenue			(553,334	)			(34,597	)
Gross profit			74,948				23,065
Operating expenses:
Research and development expenses			-				(66,000	)
Sales and marketing expenses			(1,241,999	)			(196,000	)
General and administrative expenses			(211,588	)			(106,431	)
Loss from operation			(1,378,639	)			(345,366	)
Other income, net			-				2,055,437
(Loss) income before income taxes			(1,378,639	)			1,710,071
Income tax expense			-				-
Net (loss) income		$	(1,378,639	)		$	1,710,071

Revenue

During the nine months ended December 31, 2025, the following customer accounted for 10% or more of our total net revenue:

		Nine months ended December 31, 2025								December 31, 2025
Customer		Revenues				Percentage of revenues				Accounts receivable
Mirum Digital Media Limited		$	570,593				90.8%			$	145,349

During the nine months ended December 31, 2024, the following customer accounted for 10% or more of our total net revenue:

		Nine months ended December 31, 2024								December 31, 2024
Customer		Revenues				Percentage of revenues				Accounts receivable
Marvel Digital Group Limited		$	57,662				100%			$	-

Cost of Revenue

Cost of revenue for the nine months ended December 31, 2025 and 2024, was $553,334 and $34,597, respectively. The increase was due to cost of sales of collectibles of $518,721 during the three months ended December 31, 2025.

Gross Profit

We achieved a gross profit of $74,948 and $23,065 for the nine months ended December 31, 2025 and 2024, respectively.

Research and Development Expenses ("R&D")

Research and development expenses were $0 and $66,000 for the nine months ended December 31, 2025 and 2024, respectively. The decrease in expenses was attributable to the decrease in R&D activity.

Sales and Marketing Expenses

Sales and marketing expenses were $1,241,999 and $196,000 for the nine months ended December 31, 2025 and 2024, respectively. The increase in expenses was due to $1,209,600 consulting fees incurred during the nine months ended December 31, 2025.

General and Administrative Expenses ("G&A")

General and administrative expenses were $211,588 and $106,431 for the nine months ended December 31, 2025 and 2024, respectively. These expenses primarily include consulting fees, personnel related expenses, 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 $105,157 in the nine months ended December 31, 2025 from $106,431 in the nine months ended December 31, 2024. The increase was primarily attributable to an increase in legal and professional fees, dues and subscriptions and salaries .

Other income, net

Other income, net was $Nil and $2,055,437 for the nine months ended December 31, 2025 and 2024, respectively. For the nine months ended December 31, 2024 incurred a gain on disposal of subsidiaries of $2,513,875 offset by loss on impairment of goodwill $458,550.

Income Tax Expense

No income tax expense incurred during the nine months ended December 31, 2025 and 2024.

Net (loss) income

As a result of the above, we reported net (loss) income of $(1,378,639) for the nine months ended December 31, 2025, as compared to $1,710,071 for the nine months ended December 31, 2024. The decrease in net income was mainly attributable to the decrease in other income which recorded gain on disposal of subsidiaries as mentioned above during the nine months ended December 31, 2024.

Liquidity and Capital Resources

The following table summarizes the key components of our cash flows for the nine months ended December 31, 2025 and 2024.

		Nine months ended December 31,
		2025				2024
Net cash used in operating activities		$	(77,808	)		$	(33,571	)
Net cash used in investing activities		$	-			$	(3,165	)
Net cash provided by financing activities		$	76,639			$	51,837

Net Cash Used In Operating Activities

For the nine months ended December 31, 2025, net cash used in operating activities was $77,808, which consisted primarily of a net loss of $1,378,639, a decrease in accrued liabilities and other payables of $19,357, an increase in accrued consulting and service fee of $33,000, an increase in account payables of $120,455, an increase in account receivables of $44,128 and non-cash item such as amortization of $1,389 and share based payment of $1,209,600.

For the nine months ended December 31, 2024, net cash used in operating activities was $33,571, which consisted primarily of a net income of $1,710,071, an increase in accrued liabilities and other payables of $583, 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, plus non-cash items such as, depreciation of $1,297, amortization of $6,564, loss on impairment of goodwill of $458,550 and gain on disposal of subsidiaries of $2,513,875.

We expect to continue to rely on cash generated through financing from our existing shareholders and private placements of our securities to finance our operations and future acquisitions.

Net Cash Used in Investing Activities

For the nine months ended December 31, 2025, no net cash was generated from investing activities.

For the nine months ended December 31, 2024, net cash used in investing activities was $3,165, which consisted of cash outflow from disposal of subsidiaries of $4,195 and cash inflow from acquisition of a subsidiary of $1,030.

Net Cash Provided by Financing Activities

For the nine months ended December 31, 2025, net cash provided by financing activities was $76,639, which consisted of advances from related parties.

For the nine months ended December 31, 2024, net cash provided by financing activities was $51,837, which consisted of advances from related parties and accrued consulting expenses incurred.

Going Concern

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 at December 31, 2025. 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's 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 resources on terms satisfactory to the Company.

Material Cash Requirements

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 December 31, 2025, we had an accumulated deficit of $8,822,017. Our material cash requirements are highly dependent upon the additional financial support from our major shareholders in the next 12 - 18 months.

Off-Balance Sheet Arrangements

We are not party to any off-balance sheet transactions. We have no guarantees or obligations other than those which arise out of normal business operations.

Critical Accounting Policies and Estimates

The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying unaudited condensed consolidated financial statements and notes.

·	Impairment of long-lived assets

In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as 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 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 nine months ended December 31, 2025 and 2024.

·	Revenue recognition

The Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09") using the full retrospective transition method. The Company's adoption of ASU 2014-09 did not have a material impact on the amount and timing of revenue recognized in its unaudited condensed consolidated financial statements.

Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

	·	identify the contract with a customer;
	·	identify the performance obligations in the contract;
	·	determine the transaction price;
	·	allocate the transaction price to performance obligations in the contract; and
	·	recognize revenue as the performance obligation is satisfied.

The Company's services revenue is derived from performing the research and development and technology development for the customers under fixed-price contracts. Revenue is recognized at a point in time upon completion of the service.

Costs incurred in connection with the technology service agreement, are included in cost of revenue which consist primarily of costs associated with labor cost.

·	Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board ("FASB") or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and believe 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.