KUBR Kuber Resources Corporation (QB)

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported):

 

November 4, 2024

 

Kuber Resources Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Nevada		000-26119		87-0629754
(State of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1113, Tower 2, Lippo Centre

89 Queensway, Admiralty, Hong Kong

(Address of principal executive offices)

 

+852 3703 6155

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company   x

 

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.    ¨

 

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

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On November 4, 2024, Kuber Resources Corporation (the “Company”) entered into a Stock Cancellation Agreement with Chuang Fu Qu Kuai Lian Technology (Shenzhen) Limited (“Chuang Fu”), for the cancellation of 150,000 shares of Series B Preferred Stock, $.001 par value per share (the “Series B Preferred Stock”) which were issued to Chuang Fu in 2018, in exchange for $100.00 USD.  The cancellation of the Series B Preferred Stock will enable the Company to have a more desirable capital stock structure.

 

Upon the cancellation of the Series B Preferred Stock the Company will have zero shares of Series B Preferred Stock issued and outstanding.

 

A copy of the Stock Cancellation Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the descriptions of the material terms of the Stock Cancellation Agreement in this Item 1.01 are qualified in their entirety by reference to such Exhibit, which is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1	Stock Cancellation Agreement, dated November 4, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

November 8, 2024

 

	Kuber Resources Corporation
	/s/ Raymond Fu
By:	Raymond Fu
Title:	Chief Executive Officer

 

 

-2-

 

Exhibit 10.1

 

STOCK CANCELLATION AGREEMENT

 

THIS STOCK CANCELLATION AGREEMENT (this “Agreement”) is made and entered into effective as of November 4, 2024, by and between Kuber Resources Corporation, a Nevada corporation (the “Company”), and Chuang Fu Qu Kuai Lian Technology (Shenzhen) Limited (the “Stockholder”).

 

WITNESSETH:

 

WHEREAS, the Stockholder is the record and beneficial owner of a total of 150,000 shares of Series B Preferred Stock, $.001 par value per share (the “Series B Preferred Stock”) which were issued in 2018;

 

WHEREAS, the Board of Directors of the Company has approved a proposed a restructuring of the Company’s capital stock to allow for greater flexibility and alternatives with respect to the Company’s capital structure for various purposes including, but not limited to, additional equity financings and structuring future transactions (“Purpose”);

 

WHEREAS, in order to enable the Company shareholders to have a more desirable capital stock structure, the Stockholder desires to have cancelled and the Company desires to cancel an aggregate of 150,000 shares of Series B Preferred Stock (the “Shares”) owned by the Stockholder as of the date hereof; and

 

WHEREAS, following the cancellation of the Shares the Company may at its discretion terminate the designation of Series B Preferred Stock; and 

 

WHEREAS, the Stockholder has agreed to cancel the Shares in consideration of the Company paying the Stockholder an aggregate $100 USD.

 

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements set forth herein, and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

 

1.  Cancellation of Shares.  Upon the terms and subject to the conditions set forth in this Agreement, upon execution hereof, the Stockholder shall deliver to the Company stock powers duly executed in blank (with evidence of signature as the Company may require) whereupon the officers of the Company shall cancel such Shares on the books and records of the Company.

 

2. Issuance of Payment.  Following acceptance of the documents for Cancellation of the Shares set forth in Section 1 herein, the Company shall immediately, but in any event within ten (10) business days, deliver to the Stockholder payment in the amount of $100 USD.

 

3. Representations of Stockholder.  The Stockholder represents and warrants to the Company, as of the date hereof, that:

 

a.

Stockholder has the legal capacity to execute, deliver and perform his obligations under this Agreement.  This Agreement has been duly executed and delivered by Stockholder and is a valid and legally binding agreement of Stockholder enforceable against him in accordance with its terms.

 

 

b.

Stockholder is the sole holder of record of the Shares, and is the beneficial owner of the Shares, free and clear of all Liens, and there exists no restriction on the transfer of the Shares to the Company.  Upon execution hereof, Stockholder shall deliver to the Company at good and marketable title to the Shares free and clear of all liens and encumbrances.

 

c.

No action has been taken by Stockholder that would give rise to a claim against the Company for a brokerage commission, finder’s fee or other like payment with respect to the transactions contemplated by this Agreement.

 

4. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada without regard to conflict-of-laws rules.

 

5. Undertakings.  Each of Stockholder and the Company hereby agrees to take whatever additional action and execute whatever additional documents may be reasonably necessary or advisable in order to carry out or effect one or more of the provisions of this Agreement.

 

6. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

 

7. Entire Agreement.  This Agreement and the instruments to be delivered by the parties pursuant hereto represent the entire understanding and agreement between the parties and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first indicated above.

 

Kuber Resources Corporation   /s/Raymond Fu
By: Raymond Fu Its: Chief Executive Officer Date:

 

Chuang Fu Qu Kuai Lian Technology (Shenzhen) Limited   /s/ Jia Ping Zhong
By: Jia Ping Zhong Its: Chief Executive Officer Date:

 

 

 

 

 

 

v3.24.3

Cover	Nov. 04, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 04, 2024
Entity File Number	000-26119
Entity Registrant Name	Kuber Resources Corporation
Entity Central Index Key	0001081834
Entity Tax Identification Number	87-0629754
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1113, Tower 2, Lippo Centre
Entity Address, Address Line Two	89 Queensway
Entity Address, City or Town	Admiralty
Entity Address, Country	HK
Entity Address, Postal Zip Code	000-000
City Area Code	+852
Local Phone Number	3703 6155
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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