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SANGRA
MOLLER LLP

Barristers & Solicitors

    1000 Cathedral Place
    Reply Attention of:

    925 West Georgia Street

    Robert Galletti

    Vancouver, British Columbia

    Canada V6C 3L2
    Our File No.:

    7338-001

    Telephone: (604) 662-8808
    Direct Line:

    Facsimile: (604) 669-8803

    (604) 692-3042

    www.sangramoller.com

    Email:

    rgalletti@sangramoller.com

October 23, 2023

VIA EDGAR

SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Steve Lo, Senior Staff Accountant

Craig Arakawa, Accounting Branch Chief

Office of Energy & Transportation

Dear Sirs/Mesdames:

 Re: ZHEN DING RESOURCES INC. (the "Company")

Form 10-K for the Fiscal year ended December 31, 2022 (the "2022 10-K")

Filed March 30, 2023

File No. 333-193211

We act as counsel for the Company and write in
connection with the letter dated September 5, 2023 (the "Comment Letter") from the Securities and Exchange Commission
(the "Commission") commenting on the 2022 10-K. On behalf of the Company, we provide the following response to your comments.

For your ease of reference, we have reproduced
the numbering in the Comment Letter and have set out below, in italics, the text of your question followed by the Company's response thereto.

Form 10-K for the Year Ended December
31, 2022

Item 1A. Risk Factors

Chinese Regulations Affecting Our
Company, page 8

 1. Given the significant oversight and discretion of the government of the People’s Republic of
China (PRC) over the operations of your business, please describe any material impact that intervention or control by the PRC government
has or may have on your business or on the value of your securities. We remind you that, pursuant to federal securities rules, the term
”control” (including the terms "controlling," "controlled by”, and “under common control with”)
means “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract, or otherwise."

January 4, 2019

Page 2

Response:

In accordance with Item 105 of Regulation S-K,
the Company discloses in its annual reports on Form 10-K the actual and prospective laws and regulations (collectively the "PRC
Laws") through which the PRC government exercises, or may in the future exercise, oversight, intervention or control over the
operations, assets, and financial governance of Company. Such PRC Laws include those governing foreign investment in mineral property
or mineral processing assets, those regulating foreign currency exchange, those imposing capital ratio requirements on the distribution
of dividends and other foreign remittances, and those mitigating the environmental impacts of mining and mineral processing activities.
The Company’s annual disclosure also makes reference to the evolving political, economic and industrial policies, and the administrative
practices of the PRC Government (collectively the "PRC Policies") —notably those related to the equitable availability
of resources, permits, or due process ") — which may impact the Company’s operations and the corresponding value of its
securities.

 Notwithstanding the foregoing, the Company does
not believe that its current business or operations are disproportionately or negatively impacted by any PRC Laws or PRC Policies. Furthermore,
the Company is not aware of any direct or indirect exercise of control over its business by the PRC Government (or any agent of the PRC
Government), whether through the ownership of its securities or otherwise.

The Company monitors developments in PRC Laws
and PRC policies and intends to provide appropriate updates related to the PRC Laws and PRC Policies in its annual disclosure for the
fiscal year ended December 31, 2023.

U.S. Regulations Affecting Our Company, page
12

 2. Please disclose the location of your auditor's headquarters and whether and how the Holding Foreign
Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations will affect your company.

Response:

The Company’s auditors, TPS Thayer, Certified
Public Accountants, are headquartered at 1600 Hwy 6 Suite 100, Sugar Land, Texas
77478. As such, the Company understands that its auditors have been, for the duration of their engagement by the Company, and continue
to be, subject to periodic PCAOB inspection.

Item 7. Managements Discussion and Analysis
of Financial Condition and Results of Operations, page 27

 3. Please provide a clear description of how cash is transferred through your organization. Disclose your
intentions to distribute earnings or settle amounts owed under the joint venture agreements in PRC. Quantify any cash flows and transfers
of other assets by type that have occurred between you, your subsidiaries, and the consolidated joint ventures, and direction of transfer.
Quantify any dividends or distributions that a subsidiary or consolidated joint ventures have made to you and which entity made such transfer,
and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences.
Your disclosure should make clear if no transfers, dividends, or distributions have been made to date. Describe any restrictions on foreign
exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations
on your ability to distribute earnings from the company, including your subsidiaries and/or the consolidated joint ventures, to the parent
company and U.S. investors as well as the ability to settle amounts owed under the joint venture agreements.

January 4, 2019

Page 3

Response:

 The Company maintains a US Dollar account in Canada
where it is headquartered. The Company’s wholly owned subsidiary, Z & W Zhen Ding Corporation, a California corporation, also
maintains a US Dollar account. The Company’s majority owned subsidiary and operating company, Jingxian Zhending Mining Co., Ltd.,
maintains a Renminbi account in China. The Company has generated only nominal revenues during its recent fiscal years, including during
the year ended December 31, 2022 and subsequently, and is funded almost exclusively through related party loans. Those loans are provided
directly to the Company or to its subsidiaries to satisfy their respective operating requirements; therefore, there have been no recent
intercompany transfers of funds between North America and China.

To date, the Company has not made any distribution
of dividends or earnings to its investors and, in light of its current financial condition and limited operations, the Company does not
anticipate making any such distribution in the foreseeable term. The Company anticipates that the expenses of the joint venture will continue
to be funded by primarily by shareholder loan.

 If the Company were to achieve net revenues, any
capital distributions would be subject to the State Administration of Foreign Exchange regulation in the PRC. Subject to limited exceptions,
such as the payment of interest on foreign debt, the Company may only distribute after-tax profits after: (i) recovering losses incurred
in previous years; and (ii) putting aside a legal reserve, which is 10% of its after-tax profit until such a reserve reaches 50% of the
registered capital of the company.

 We trust the foregoing to be in order, but should
you have any questions or concerns, please do not hesitate to contact the undersigned at (604) 662-8808.

Yours truly,

SANGRA MOLLER LLP

/s/ Robert Galletti

Per:

Robert Galletti