Filing Analysis
Kuber Resources Corp announced the resignation of its CFO, Li Jiyong, who cited disagreements with management and an inability to complete audited financial statements. The company is currently unable to file its 2025 Annual Report because accounting records for a subsidiary are unavailable.
🚩 Red Flags
- CFO resignation citing inability to complete audits and disagreements with management.
- Missing accounting documentation/books and records for a subsidiary (Gong Fa Cai).
- Failure to file the 2025 Annual Report (10-K) within the prescribed period.
- CEO is doubling as the new CFO, creating a lack of separation of duties and increasing internal control risks.
- Potential for future restatements or audit failures due to missing subsidiary records.
📋 Key Facts
- CFO Li Jiyong resigned effective April 10, 2026, following a resignation letter dated December 28, 2025.
- Li Jiyong alleged that an agreement from October 16, 2025, prevented him from completing his duties, including the completion of audited financial statements.
- The company's 2025 Annual Report (Form 10-K) is overdue because books and records for subsidiary 'Gong Fa Cai' are unavailable to the company and its auditors.
- Raymond Fu, the current CEO, President, Secretary, and Treasurer, has assumed the role of CFO effective August 21, 2026.
- The company states it has not yet determined if previously issued financial statements should no longer be relied upon.
Kuber Resources Corp entered into a non-binding cooperation framework with Yuli Listing Operation Co., Ltd. to explore potential financing of up to $30 million. The funds are intended to support the acquisition of a portfolio of intellectual property assets including patents and trademarks.
🚩 Red Flags
- The agreement is non-binding and does not guarantee the $30M will materialize.
- Potential for significant dilution if the $30M financing is structured as equity (common in micro-caps).
- Use of a third-party 'cooperation framework' to find financing can sometimes indicate difficulty accessing traditional capital markets.
📋 Key Facts
- Entered into a non-binding cooperation framework agreement with Yuli Listing Operation Co., Ltd. on December 12, 2025.
- Potential financing amount discussed is up to approximately US$30,000,000.
- Target assets include 38 registered trademarks, 33 invention/utility model patents, and 23 software copyrights.
- Yuli may be entitled to a proposed service fee of approximately 3% of any financing actually raised upon successful completion.
Kuber Resources Corp announced the resignation of Raymond Fu as CFO, effective May 26, 2025. Mr. Li, a director and significant shareholder in the company's majority owner, has been appointed as the new CFO.
🚩 Red Flags
- Related-party transaction/conflict: The new CFO, Jiyong Li, is a shareholder in the company's majority shareholder (Storming Dragon Limited) and holds significant interests in other entities related to the company's operations.
- Concentration of power: The outgoing CFO remains CEO, meaning leadership roles are heavily concentrated within the same individuals.
📋 Key Facts
- Raymond Fu resigned as CFO on May 26, 2025, but remains CEO, President, Secretary, Treasurer, and a board member.
- Jiyong Li appointed as new CFO effective May 26, 2025.
- Mr. Li is the CEO of the company's Chinese operations and a shareholder in Storming Dragon Limited (the majority shareholder).
- No compensatory arrangements were disclosed for Mr. Li's new role.
This is an amendment (8-K/A) to a previous filing from May 24, 2024. The purpose of the filing is solely to correct an inadvertent error in the professional biography of newly appointed director Chun Leung Tso.
🚩 Red Flags
- None identified. The filing is a corrective amendment for biographical data only.
📋 Key Facts
- Filing date: February 6, 2025
- Amendment type: Form 8-K/A (Amendment No. 1)
- Purpose: To update the biography for Chun Leung Tso under Item 5.02
- Director Details: Chun Leung Tso appointed as Independent Non-Executive Director on May 24, 2024
- Professional Background: CEO of Molecular Group Co., Limited since 2014; seed investor in Virgocx Global Holdings Inc.
Kuber Resources Corp announced the resignation of Board member Yingda Wu, effective January 20, 2025. The company stated the departure was not due to any disagreement regarding operations, policies, or practices.
📋 Key Facts
- Yingda Wu resigned from the Board of Directors on January 20, 2025.
- The resignation was not related to any dispute with the Company or its Board.
- The Board is currently seeking a replacement for the vacancy.
Kuber Resources Corp has completed the acquisition of Gongfa Materials (Guangdong) New Materials Technology Co., Limited, a Chinese manufacturer of engineered wood products. The transaction was structured as a stock-for-stock exchange valued at approximately $130 million.
🚩 Red Flags
- Significant related-party transaction: The sellers of the acquired asset are becoming shareholders in the company's majority owner (Storming Dragon Limited).
- Concentration of control: CEO Raymond Fu and his controlled entity, Storming Dragon Limited, now own 67% of the Company.
- Potential dilution/control shift: The acquisition resulted in a significant issuance of restricted stock to entities linked to existing management/insiders.
📋 Key Facts
- Acquisition closed on January 14, 2025 (effective date December 31, 2024).
- Transaction value is approximately $130 million USD based on a share price of $4.80 per share.
- The company issued 24,944,381 restricted common shares to the sellers, representing ~18.81% of KUBR's total outstanding stock post-closing.
- Gongfa is now a wholly owned subsidiary of Kuber Guangdong (a subsidiary of KUBR).
- The acquisition involved an Equity Exchange Agreement where Gongfa shareholders became shareholders in Storming Dragon Limited, the company's majority shareholder.
Kuber Resources Corporation entered into a Stock Cancellation Agreement on November 4, 2024, to cancel 150,000 shares of Series B Preferred Stock held by Chuang Fu Qu Kuai Lian Technology (Shenzhen) Limited. The cancellation was executed for a nominal consideration of $100.00 USD to improve the company's capital structure.
🚩 Red Flags
- Nominal consideration ($100) for the cancellation of preferred equity suggests a restructuring or cleanup of legacy cap table items rather than a standard market transaction.
📋 Key Facts
- Agreement Date: November 4, 2024
- Counterparty: Chuang Fu Qu Kuai Lian Technology (Shenzhen) Limited
- Shares Cancelled: 150,000 shares of Series B Preferred Stock ($0.001 par value)
- Consideration: $100.00 USD
- Resulting Status: Zero shares of Series B Preferred Stock will remain issued and outstanding.
Kuber Resources Corp entered into an agreement to acquire 100% of Gongfa Materials Co., Limited for approximately $130 million in common stock. The transaction involves significant dilution and complex related-party structures involving the company's CEO.
🚩 Red Flags
- Related-party transaction: Li Jiyong, a current Company director, is a shareholder of the target company (Gongfa).
- Significant dilution: The issuance represents ~20% of the total outstanding shares.
- Complex ownership structure: Shares will be issued to Storming Dragon Limited, which is controlled by the Company's CEO, Raymond Fu.
- Potential for valuation disputes regarding the $130 million share price/valuation report.
📋 Key Facts
- Acquisition price is approximately $130 million USD via issuance of common stock at $4.80 per share.
- The shares to be issued represent approximately 20% of the total outstanding shares as of Sept 30, 2024.
- Transaction expected to close in Q4 2024.
- Valuation is subject to a report due within 14-45 days of Sept 30, 2024; disagreement triggers third-party valuation.
- The acquisition target, Gongfa Materials Co., Limited, is a Chinese manufacturer of engineered wood products.
The Company reported a major restructuring of shares held by its majority shareholder, Uonlive (Hong Kong) Limited. While 83.9% of the company's stock was transferred, the CEO/President Raymond Fu maintains control through a different entity, resulting in no change in corporate control.
🚩 Red Flags
- Complex restructuring involving a BVI company (Storming Dragon) controlled by the CEO.
- Significant movement of restricted shares among entities controlled by the same insider.
📋 Key Facts
- Majority shareholder Uonlive (Hong Kong) Limited holds approximately 83.9% of outstanding common stock.
- Uonlive transferred 111,282,948 shares of restricted common stock on June 18, 2024.
- 81,153,948 shares were transferred to Storming Dragon Limited (a BVI company controlled by CEO Raymond Fu).
- 30,129,000 shares were gifted to seven non-affiliate parties.
- CEO Raymond Fu retains control of 61.2% of the Company's common stock via Storming Dragon Limited.
Kuber Resources Corporation announced the appointment of Chun Leung Tso as an Independent Non-Executive Director on May 24, 2024. Mr. Tso brings experience in the cryptocurrency and blockchain sectors.
📋 Key Facts
- Chun Leung Tso appointed as Independent Non-Executive Director effective May 24, 2024.
- Mr. Tso holds a Bachelor of Economics from Kwantlen Polytechnic University (2012).
- Mr. Tso is the founder of Virgocx Global Holdings Inc (a Canadian crypto exchange) and CEO of Molecular Group Co Limited.
- No family relationships exist between Mr. Tso and existing directors or officers.
Kuber Resources Corporation announced the resignation of Director Michael Woo Chi Wai, effective April 19, 2024. The Board has accepted the resignation and expressed well wishes.
📋 Key Facts
- Director Michael Woo Chi Wai resigned from the Board of Directors on April 19, 2024.
- The resignation was formally reported via an 8-K filed on April 23, 2024.
- A letter of resignation dated April 19, 2024, is included as Exhibit 99.1.
Kuber Resources Corp has issued a non-reliance notice regarding its unaudited financial statements for the three months ended September 30, 2023. The company states that the original filing was made without final consent from their auditor, Mercurius & Associates LLP.
🚩 Red Flags
- Item 4.02 filing (Non-reliance on previously issued financial statements) is a significant red flag indicating internal control or reporting failures.
- Filing unaudited financials without auditor consent suggests serious procedural lapses in the financial reporting process.
- The combination of an auditor name change/transition and non-reliance issues increases risk profile.
📋 Key Facts
- The Board of Directors determined on April 16, 2024, that previously issued unaudited financial statements for the period ending September 30, 2023, should no longer be relied upon.
- The original filing (dated November 20, 2023) was submitted without the final consent of the auditor, Mercurius & Associates LLP (formerly AJSH & Co LLP).
- Management asserts there are no material errors requiring a formal restatement of the September 30, 2023, period.
- The company intends to incorporate necessary adjustments in the upcoming Form 10-K for the fiscal year ended December 31, 2023.