Verde Resources, Inc 10-Q for FY2023 Q3
Verde Resources, Inc. (VRDR)
About this 10-Q
Verde Resources, Inc filed this 10-Q on May 16, 2023, covering the quarter ended March 31, 2023 (FY2023 Q3).
Headline figures
Quarter ended March 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $26.59K
- up 59.1% from $16.71K a year earlier
- Net loss
- $708.33K
- compared with a net loss of $1.06M a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ________________
Commission file number:
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
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(Registrant’s telephone number, including area code) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☐ | Smaller reporting company | ||
(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 12, 2023 there were
VERDE RESOURCES, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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Unregistered Sales of Equity Securities and Use of Proceeds. |
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| Table of Contents |
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical facts, included in this Form 10-Q including, without limitation, statements in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); expansion and growth of the Company’s business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company’s expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.
These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as “believes,” “anticipates,” “expects,” “estimates,” “plans,” “may,” “will,” or similar terms. These statements appear in a number of places in this filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company’s financial condition or results of operations for its limited history; (ii) the Company’s business and growth strategies; and, (iii) the Company’s financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company’s limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to our filings with the SEC under the Exchange Act and the Securities Act of 1933, as amended, including our Current Report on Form 10-K filed with the Securities and Exchange Commission on November 4, 2022.
Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.
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| Table of Contents |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Item Regulation S-X, Rule 10-01(c) Interim Financial Statements, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months ended March 31, 2023 are not necessarily indicative of the results that can be expected for the year ended June 30, 2023.
VERDE RESOURCES, INC.
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD OF ENDED MARCH 31, 2023
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Condensed Consolidated Balance Sheets as at March 31, 2023 (Unaudited) and June 30, 2022 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
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| Table of Contents |
VERDE RESOURCES, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
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| March 31, 2023 |
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| June 30, 2022 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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Accounts receivable |
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Inventories |
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Amount due from related party |
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Prepayments |
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Other receivables and deposits |
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Total current assets |
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Non-current assets: |
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Property, plant and equipment, net |
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Right of use assets, net |
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Mining rights |
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Intangible asset |
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Security deposit |
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Deposit paid for acquisition of subsidiaries |
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Deposit paid for acquisition of property, plant and equipment |
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Total non-current assets |
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Assets of disposal group held for sale |
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TOTAL ASSETS |
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LIABILTIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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Accrued liabilities and other payables |
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Finance lease liabilities |
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Operating lease liability |
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Bank loan |
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Promissory notes |
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Amount due to director |
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Amounts due to related parties |
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Total current liabilities |
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Non-current liabilities: |
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Finance lease liabilities |
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Operating lease liability |
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Promissory notes |
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Total non-current liabilities |
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Liabilities of disposal group held for sale |
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TOTAL LIABILITIES |
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Commitments and contingencies |
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STOCKHOLDERS’ EQUITY |
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Preferred stock, $ |
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Common stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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Accumulated deficit |
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Stockholders’ equity |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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See accompanying notes to unaudited condensed consolidated financial statements.
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| Table of Contents |
VERDE RESOURCES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(Currency expressed in United States Dollars (“US$”), except for number of shares)
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| Three Months ended March 31, |
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| Nine Months ended March 31, |
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Revenue, net |
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Cost of revenue |
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Gross (loss)/profit |
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Operating expenses: |
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General and administrative |
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Total operating expenses |
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LOSS FROM OPERATION |
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Other (expense) income: |
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Interest expense |
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Other income |
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Total other income (expense), net |
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LOSS BEFORE INCOME TAXES |
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Income tax expense |
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Loss from continuing operation |
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Loss from discontinued operation |
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NET LOSS |
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Comprising: |
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Net profit attributable to noncontrolling interest |
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Net loss attributable to Verde Resources Inc., shareholders |
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Other comprehensive income (loss) : |
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– Foreign currency adjustment income (loss) |
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Less: other comprehensive (loss) attributable to non-controlling interest |
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Add: other comprehensive income attributable to Verde Resources Inc., shareholders |
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COMPREHENSIVE LOSS |
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Net loss per share |
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– Basic |
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– Diluted |
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Weighted average Common Shares outstanding |
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– Basic |
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– Diluted |
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See accompanying notes to unaudited condensed consolidated financial statements.
| F-2 |
| Table of Contents |
VERDE RESOURCES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Currency expressed in United States Dollars (“US$”))
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| Nine Months ended March 31, |
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Cash flows from operating activities: |
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Net loss |
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Adjustments to reconcile net loss to net cash (used in) provided by operating activities |
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Depreciation of property, plant and equipment |
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Amortization |
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Stock-based compensation |
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Finance cost interest element of promissory notes (non-cash) |
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Lease interest expense |
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Fair value adjustment on convertible promissory note |
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Gain on disposal of property, plant and equipment |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Other receivables, deposits and prepayments |
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Inventories |
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Accounts payables |
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Accrued liabilities and other payables |
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Advanced from director |
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Mining rights |
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Advanced from related parties |
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Net cash used in operating activities |
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Cash flows from investing activities: |
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Proceeds from disposal of property, plant and equipment |
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Payments of deposit for property, plant and equipment |
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Advanced to related parties |
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Proceed from disposal of discontinued operation, net |
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Payments of deposit for acquisition of subsidiary company |
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Net cash flows on acquisition of subsidiary company |
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Purchase of property, plant and equipment |
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Net cash used in investing activities |
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Cash flows from financing activities: |
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Repayments to lease liabilities |
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Drawdown of bank loan |
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Repayment of bank loan |
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Lease interest paid |
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Advanced from related parties |
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Proceeds from issuance of Common Stock |
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Net cash provided by financing activities |
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Net change in cash and cash equivalent |
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Foreign currency translation adjustment |
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Net change in cash and cash equivalents |
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BEGINNING OF PERIOD |
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END OF PERIOD |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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Cash paid for income taxes |
| $ |
|
| $ |
| ||
Cash paid for interest |
| $ |
|
| $ |
| ||
See accompanying notes to unaudited condensed consolidated financial statements.
| F-3 |
| Table of Contents |
VERDE RESOURCES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED MARCH 31, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
|
| No. of shares |
|
| Common Shares Stock |
|
| Shares to be issued Amount |
|
| Additional paid-in capital |
|
| Accumulated other comprehensive income |
|
| Accumulated losses |
|
| Accumulated other comprehensive income of disposal group held for sale |
|
| Total stockholders’ equity |
| ||||||||
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Balance as of July 1, 2022 |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
| |||||||
|
|
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|
|
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|
|
|
|
|
|
|
|
|
Share issued to service provider |
|
|
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|
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| ||||||||
Shares issued for private placement |
|
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| ||||||||
Shares issued for conversion of promissory note (“PN”) |
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| ||||||||
Fair value adjustment on conversion of PN |
|
| - |
|
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|
|
|
|
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|
|
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|
|
|
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| |||||||
Net loss for the period |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||
Foreign currency translation adjustment |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
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| ( | ) | |||||
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|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31,2022 |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
| |||||||
|
|
|
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|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued to service provider |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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| ||||||||
Shares to be issued for private placement |
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| |||||||||
Net loss for the period |
|
| - |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
Foreign currency translation adjustment |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| |||||||
Reclassification arising from disposal group held for sale |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
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| ||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2023 |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
| |||||||
| F-4 |
| Table of Contents |
VERDE RESOURCES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED MARCH 31, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
|
| No. of shares |
|
| Common Shares Amount |
|
| Shares to be issued Amount |
|
| Additional paid-in capital |
|
| Accumulated other comprehensive income |
|
| Accumulated losses |
|
| Non- controlling interest |
|
| Total stockholders’ equity |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Balance as of July 1, 2021 |
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
| ||||||
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
Shares issued for acquisition |
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Stock based compensation |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Net loss for the period |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||||
Foreign currency translation adjustment |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| |||||||
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2021 |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
| ||||||
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares to be issued for private placement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Stock based compensation |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Net loss for the period |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||
Foreign currency translation adjustment |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| |||||||
Accretion of interest |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2022 |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
| |||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| F-5 |
| Table of Contents |
VERDE RESOURCES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares)
NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND
Verde Resources, Inc. (the “We” or “Company” or “VRDR”) was incorporated on April 22, 2010, in the State of Nevada, U.S.A..
The Company currently is engaged in the distribution of THC-free cannabinoid (CBD) products, production and distribution of renewable commodities and real property holding. However, the Company has been undergoing a restructuring exercise to shift its focus towards renewable energy and sustainability development with the world faced with challenges of climate change and environmental dehydration. The Company has initiated the disposition of the mining business via the sale of the entire issued and paid-up share capital of CSB to focus on renewable energy and sustainability.
As of March 31, 2023, the Company has the following subsidiaries:-
Company name |
|
Place of incorporation |
| Principal activities and place of operation |
| Effective interest held |
|
|
|
|
|
|
|
Verde Resources Asia Pacific Limited (“VRAP”) (fka Gold Billion Global Limited) |
|
|
| |||
|
|
|
|
|
|
|
Verde Resources (Malaysia) Sdn Bhd (“VRSB”) |
|
|
| |||
|
|
|
|
|
|
|
Verde Renewables, Inc. (“VRI”) |
|
|
| |||
|
|
|
|
|
|
|
Verde Life Inc. (“VLI”) |
|
|
| |||
|
|
|
|
|
|
|
Champmark Sdn Bhd (“Champmark”) |
|
|
| |||
|
|
|
|
|
|
|
The Wision Project Sdn Bhd (“Wision”) |
|
|
| |||
|
|
|
|
|
|
|
Verde Estates LLC (“VEL”) |
|
|
| |||
|
|
|
|
|
|
|
Bio Resources Limited (“BRL”) |
|
|
|
* The disposition of Champmark was initiated on March 13, 2023 and subsequently completed on April 20, 2023.
** The acquisition of BRL was completed on October 12, 2022.
The Company and its subsidiaries are hereinafter referred to as (the “Company”).
On March 23, 2023, the Company initiated the acquisition of 60% equity interest in Vata VM Synergy (M) Sdn Bhd (“VATA”), a company incorporated in Malaysia and engaged in the provision of green technology and creating high quality compost using agricultural waste and biomass products. The initial deposit has been paid and the transaction is yet to be completed as of today.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
· | Basis of Presentation |
The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.
| F-6 |
| Table of Contents |
In the opinion of management, the condensed consolidated balance sheet as of June 30, 2022 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended March 31, 2023 are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, 2023 or for any future period.
These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended June 30, 2022, filed with the SEC on November 4, 2022.
· | Use of Estimates and Assumptions |
The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.
In preparing these unaudited condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates.
· | Basis of Consolidation |
The unaudited condensed consolidated financial statements include the financial statements of Verde Resources, Inc. and its subsidiaries. All significant inter-company balances and transactions within the Company and its subsidiaries have been eliminated upon consolidation. The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair market values at the acquisition date.
· | Segment Reporting |
Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in consolidated financial statements. Currently, the Company operates in four reportable operating segments.
· | Concentrations of Credit Risk |
The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.
· | Risks and Uncertainties |
The Company operates in the resource exploration industry and the production and distribution of renewable commodities that are subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business and a production operation for renewable commodities, including the potential risk of business failure.
· | Cash and Cash Equivalents |
Cash and cash equivalents are carried at cost and represent cash in banks, money market funds, and certificates of term deposits with maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $
At March 31, 2023 and June 30, 2022, cash and cash equivalents consisted of bank deposits and petty cash on hands.
· | Accounts Receivable |
Accounts receivable are recognized and carried at net realizable value. An allowance for doubtful accounts will be recorded in the period when a loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging, ongoing business relation and other factors. Accounts are written off after exhaustive efforts at collection. If accounts receivable are to be provided for, or written off, they would be recognized in the consolidated statement of operations within operating expenses. At March 31, 2023 and June 30, 2022, the Company has no allowance for doubtful accounts, as per management’s judgment based on their best knowledge. As of March 31, 2023 and June 30, 2022, the longest credit term for certain customers are
| F-7 |
| Table of Contents |
· | Inventories |
Inventories are stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. Costs include material, labor and overhead costs. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand.
As of March 31, 2023 and June 30, 2022, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs.
· | Property, Plant and Equipment |
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:
|
| Expected useful life |
|
Land and buildings |
|
| |
Plant and machinery |
|
| |
Office equipment |
|
| |
Project equipment |
|
| |
Computer |
|
| |
Motor vehicle |
|
| |
Furniture & fittings |
|
|
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterment which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the unaudited condensed consolidated statements of income and other comprehensive income in other income or expenses.
· | Intangible assets |
Intangible assets acquired from third parties are measured initially at fair value, and have a finite lives of 10 years, which are reviewed for indicators of impairment at least annually. These intangible assets are to be amortized over these estimated useful lives on a straight-line basis, upon the success of its commercial operation.
· | Disposal group held for sale |
Disposal group comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use, are classified as held for sale. Immediately before classification as held for sale, the assets or components of a disposal group, are remeasured at the lower of their carrying amount and fair value less costs of disposal. Mining rights and property, plant and equipment once classified as held for sale are not amortised or depreciated.
· | 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 and intangible assets 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.
· | Revenue Recognition |
ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.
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. |
| F-8 |
| Table of Contents |
Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct.
Product sales
Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.
Revenues from product sales are recorded net of reserves established for applicable discounts and allowances that are offered within contracts with the Company’s customers.
Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the following categories: discounts, returns and rebates. These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable as the amount is payable to the Company’s customer.
Gold mining
Revenue from the sales of gold mineral or other minerals to registered gold trading companies or other customers in Malaysia is recognized as revenue in accordance with the following core principles: at the time of gold or minerals sales, the contract with customers and the performance obligations are identified. The transaction and selling price is determined by the prevailing market value of gold bullion quoted by the leading registered gold trading company in Malaysia or at an agreed price. Sales invoice will be prepared to reflect the proper transaction price based on the performance obligation allocation. After delivery is completed and the performance obligation is satisfied, sales invoice will be presented to the customers and so revenue is then recognized accordingly.
· | Leases |
The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term.
ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC Topic 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets.
ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities.
The Company recognized no impairment of ROU assets as of March 31, 2023 and June 30, 2022.
The operating lease is included in operating lease right-of-use assets and operating lease liabilities as current and non-current liabilities in the unaudited condensed consolidated balance sheets at March 31, 2023 and June 30, 2022.
Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, we as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to us, while the leased asset is depreciated in accordance with our depreciation policy if the title is to eventually transfer to us. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 842.
· | Income Taxes |
The Company adopted the ASC Topic 740, Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the unaudited condensed consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the unaudited condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.
| F-9 |
| Table of Contents |
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.
Uncertain Tax Positions
The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC Topic 740 provisions of Section 740-10-25 for the three and nine months ended March 31, 2023 and 2022.
· | Foreign Currencies Translation |
The Company’s reporting currency is the United States dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in United States dollars. In addition, some of the Company’s subsidiaries operating in Malaysia maintain their books and records in the local currency, Malaysian Ringgit (“MYR”) which is their functional currency, being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Shareholders’ equity is translated using the historical rates. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.
Translation of MYR into U.S. dollars has been made at the following exchange rates for the following periods:-
|
| March 31, 2023 |
|
| March 31, 2022 |
| ||
Period-end MYR:US$ exchange rate |
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|
|
| ||
Average period MYR:US$ exchange rate |
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|
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| ||
· | Comprehensive Income |
ASC Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying unaudited condensed consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
· | Net Loss per Share |
The Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share. Basic income per share is computed by dividing the net income by the weighted-average number of Common Shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional Common Shares that would have been outstanding if the potential Common Stock equivalents had been issued and if the additional Common Shares were dilutive.
· | Stock Based Compensation |
The Company accounts for stock-based compensation in accordance with ASC Topic 718-10, Compensation-Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options, restricted stock units, and stock appreciation rights are based on estimated fair values. Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period.
The Company accounts for non-employee stock-based awards at fair value in accordance with the measurement and recognition criteria of ASC Topic 505-50, “Equity-Based Payments to Non-Employees”.
· | Mineral Acquisition and Exploration Costs |
Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.
| F-10 |
| Table of Contents |
· | Environmental Expenditures |
The operations of the Company have been, and may in the future be affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.
Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.
· | Related Parties |
The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.
Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
· | Commitments and Contingencies |
The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
| F-11 |
| Table of Contents |
· | Fair Value of Financial Instruments |
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
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Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
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Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. |
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, prepayments and other receivables, accounts payable, accrued liabilities and other payables, loans payable, and amounts due to related parties approximate their fair values because of the short maturity of these instruments.
· | Recent Accounting Pronouncements |
During the period ended March 31, 2023, there have been no new, or existing, recently issued accounting pronouncements that are of significance, or potential significance, that impact the Company’s unaudited condensed consolidated financial statements.
NOTE 3 - GOING CONCERN UNCERTAINTIES
The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The Company has generated recurring losses and suffered from an accumulated deficit of $
The ability of the Company to survive is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings, and related party loans.
No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.
These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.
NOTE 4 – BUSINESS SEGMENT INFORMATION
Currently, the Company has four reportable business segments:
(i) | Distribution of THC-free cannabinoid (CBD) products; |
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(ii) | Production and distribution of renewable commodities; |
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(iii) | Holding of real property; and |
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(iv) | Licensor of proprietary pyrolysis technology |
| F-12 |
| Table of Contents |
In the following table, revenue is disaggregated by primary major product line, and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the reportable segments for the three and nine months ended March 31, 2023 and 2022:
|
| Three Months ended March 31, 2023 |
| |||||||||||||||||||||||||
|
| Gold mineral mining |
|
| Distribution of THC-free cannabinoid (CBD) products |
|
| Production and distribution of renewable commodities |
|
| Holding property |
|
| Licensor of proprietary pyrolysis technology |
|
| Corporate unallocated |
|
| Consolidated |
| |||||||
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|
|
|
|
|
|
|
|
|
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|
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|
|
|
| |||||||
Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||
Cost of revenue |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Gross profit/(loss) |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
Selling, general & administrative expenses |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Loss from operations |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Interest expenses |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
Other income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Loss before income tax |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Income tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Loss from continuing operation |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Loss from discontinued operation |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at March 31, 2023 |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||
|
| Three Months ended March 31, 2022 |
| |||||||||||||||||||||
|
| Gold mineral mining |
|
| Distribution of THC-free cannabinoid (CBD) products |
|
| Production and distribution of renewable commodities |
|
| Holding property |
|
| Corporate unallocated |
|
| Consolidated |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Cost of revenue |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||||
Gross loss |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||||
Selling, general & administrative expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Loss from operations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Interest expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Other income |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Loss before income tax |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Income tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Loss from continuing operation |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Loss from discontinued operation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets as March 31, 2022 |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
|
|
|
| $ |
| ||||||
| F-13 |
| Table of Contents |
|
| Nine Months ended March 31, 2023 |
| |||||||||||||||||||||||||
|
| Gold mineral mining |
|
| Distribution of THC-free cannabinoid (CBD) products |
|
| Production and distribution of renewable commodities |
|
| Holding property |
|
| Licensor of proprietary pyrolysis technology |
|
| Corporate unallocated |
|
| Consolidated |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||
Cost of revenue |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Gross (loss)/profit |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Selling, general & administrative expenses |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Loss from operations |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Interest expenses |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Other income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Loss before income tax |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Income tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Loss from continuing operation |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Loss from discontinued operation |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at March 31, 2023 |
| $ | 19,570 |
|
| $ | 315,929 |
|
| $ | 1,519,462 |
|
| $ | 1,245,906 |
|
| $ | 30,195,135 |
|
| $ | 5,950,122 |
|
| $ | 39,246,124 |
|
|
| Nine Months ended March 31, 2022 |
| |||||||||||||||||||||
|
| Gold mineral mining |
|
| Distribution of THC-free cannabinoid (CBD) products |
|
| Production and distribution of renewable commodities |
|
| Holding property |
|
| Corporate unallocated |
|
| Consolidated |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Cost of revenue |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||||
Gross loss |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||||
Selling, general & administrative expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Loss from operations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Interest expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Other income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Loss before income tax |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Income tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Loss from continuing operation |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Loss from discontinued operation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets as March 31, 2022 |
| $ | 317,471 |
|
| $ | - |
|
| $ | 101,066 |
|
| $ | 505,432 |
|
|
| 33,118,811 |
|
| $ | 34,042,780 |
|
| F-14 |
| Table of Contents |
The below revenues are based on the countries in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables:
|
| Three Months ended March 31, |
|
| Nine Months ended March 31, |
| ||||||||||
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Malaysia |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
United States |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
NOTE 5 – OTHER RECEIVABLE AND DEPOSITS
Other receivable, deposits and prepayments as of March 31, 2023 and June 30, 2022 consisted of the following:
|
| March 31, 2023 |
|
| June 30, 2022 |
| ||
|
|
|
|
|
|
| ||
Deposits |
| $ |
|
| $ |
| ||
Other receivables |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
NOTE 6 –INTANGIBLE ASSET
On May 13, 2021, the Company announced the Share Sale Agreement on May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an unrelated third party, and other unrelated third party individuals, The acquisition of BRL was consummated on October 12, 2022.
Bio Resources Limited (“BRL”) is the beneficial and/or registered proprietor of the intellectual property known as “Catalytic Biofraction Process”, which is a slow pyrolysis process using a proprietary catalyst to depolymerize palm biomass wastes (empty fruit bunches or palm kernel shells) in temperature range of 350 degrees Celsius to 500 degrees Celsius to yield commercially valuable bio products: bio-oil, wood vinegar (pyroligneous acid), biochar and bio-syngas. The intellectual property is a second-generation pyrolysis process where non-food feedstock like palm biomass wastes is used as feedstock. Upon fulfilling UN’s (United Nations) ACM 22 protocol as well as LCA (Life Cycle Assessment) requirements, it is anticipated that the by-products from this IP with fair value of $
During this quarter, the Company has not operated the use of its intellectual property rights to generate its revenue. Therefore, no amortization was provided.
| F-15 |
| Table of Contents |
NOTE 7 – PROPERTY, PLANT AND EQUIPMENT
A summary of property and equipment at March 31, 2023 and June 30, 2022 is as follows:
|
| March 31, 2023 |
|
| June 30, 2022 |
| ||
|
|
|
|
|
|
| ||
Land and building |
| $ |
|
| $ |
| ||
Plant and machinery |
|
|
|
|
|
| ||
Office equipment |
|
|
|
|
|
| ||
Project equipment |
|
|
|
|
|
| ||
Computer |
|
|
|
|
|
| ||
Motor vehicle |
|
|
|
|
|
| ||
Furniture & fittings |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Less: accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
Foreign exchange adjustment |
|
| ( | ) |
|
|
| |
|
| $ |
|
| $ |
| ||
Depreciation expense for the three months ended March 31, 2023 and 2022 totaled $
Depreciation expense for the nine months ended March 31, 2023 and 2022 totaled $
Land and building with the net carrying value of $
A summary of property and equipment reclassified to assets of disposal group held for sale is as follows:
|
| March 31, 2023 |
|
| June 30, 2022 |
| ||
|
|
|
|
|
|
| ||
Land and building |
| $ |
|
| $ |
| ||
Plant and machinery |
|
|
|
|
|
| ||
Office equipment |
|
|
|
|
|
| ||
Project equipment |
|
|
|
|
|
| ||
Computer |
|
|
|
|
|
| ||
Motor vehicle |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Less: accumulated depreciation |
|
| ( | ) |
|
|
| |
Foreign exchange adjustment |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
| F-16 |
| Table of Contents |
NOTE 8 – DEPOSITS PAID
At March 31, 2023 and June 30, 2022, deposits consist of the following:
|
| March 31, 2023 |
|
| June 30, 2022 |
| ||
Deposits paid for acquisition of subsidiaries |
|
|
|
|
|
| ||
- Bio Resources Limited (#1) |
|
|
|
|
|
| ||
- Vata VM Synergy (M) Sdn Bhd (“VATA”) (#2) |
| $ |
|
| $ |
| ||
|
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Deposits paid for acquisition of property, plant and equipment (#3) |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Security deposit |
|
|
|
|
|
|
|
|
- Factory site (#4) |
|
|
|
|
|
| ||
- Land and building (#5) |
| $ |
|
| $ |
| ||
|
| $ |
|
| $ |
| ||
(#1) The Company announced the Share Sale Agreement on May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an unrelated third party, and other unrelated third party individuals, in consideration of issuance of
(#2) On March 23, 2023, the Company, through its wholly-owned subsidiary Verde Resources (Malaysia) Sdn. Bhd. (“VRM”), entered into a Shares Sale Agreement (the “SSA Agreement”) with Murugesu A/L M. Narasimha and Deivamalar A/P Kandiah (“Vendors”), the legal and beneficial owners of Vata VM Synergy (M) Sdn. Bhd. (“VATA”), a company incorporated under the laws of Malaysia, to acquire 60% of the issued and paid-up share capital of VATA, a company engaged in the business of providing green technology to government and private sectors and in creating high quality compost using agricultural waste and biomass products in Malaysia. In relation to the SSA Agreement, the Company through VRM also entered into a Shareholders Agreement with Murugesu A/L M. Narasimha and VATA. Under the terms of the SSA Agreement, the consideration for the acquisition of 60% of the issued and paid-up share capital of VATA shall be satisfied by the total purchase consideration of MYR
(#3) On May 10, 2021, the Company announced the Sale and Purchase Agreement to acquire the assets of biofraction plant and the right to use intellectual property license in Sabah, Malaysia from Borneo Energy Sdn Bhd, in consideration of issuance of
(#4) On March 2, 2022, the Company, through VRAP, entered into a Commercial Lease Agreement and Option to Purchase (“Lease Agreement”) the factory site from Segama Ventures for a lease term of seven (
(#5) On February 10, 2022, the Company, through VEL, a limited liability company incorporated in the State of Missouri, which is an indirect wholly-owned subsidiary of the Company via Verde Renewables, Inc., entered into a Commercial Lease Agreement and Option to Purchase (the “Lease Agreement”) a 24-acre property in La Belle from Jon Neal Simmons and Betty Jo Simmon (the “Landlord”) in order to kickstart carbon farming with biochar in Missouri. Under the Lease Agreement, the term of the lease will be for a period of two (
| F-17 |
| Table of Contents |
NOTE 9 - MINING RIGHT
A lump sum payment of MYR260,500 ($
The table below presents the movement of the right as recorded on the balance sheets.
|
| Nine months ended March 31, 2023 |
|
| Year Ended June 30, 2022 |
| ||
Balance as at July 1, 2022 and July 1, 2021 |
| $ |
|
| $ |
| ||
Amortization charge for the period |
|
| ( | ) |
|
| ( | ) |
Foreign exchange adjustment |
|
| ( | ) |
|
| ( | ) |
Reclassified to assets held for sale |
|
| ( | ) |
|
|
| |
Balance as of March 31, 2023 and June 30, 2022 |
| $ |
|
| $ |
| ||
Amortization charge of mining right was $
Amortization charge of mining right was $
NOTE 10 – DISPOSAL GROUP HELD FOR SALE
On March 13, 2023, the Company through its wholly-owned subsidiary Verde Resources Asia Pacific Limited (“VRAP”) (fka Gold Billion Global Limited), a company incorporated under the laws of the British Virgin Islands, entered into a Share Sale Agreement (the “SSA Agreement”) with Jusra Mining Merapoh Sdn Bhd (“JMM”), a company incorporated under the laws of Malaysia, to sell the entire issued and paid-up share capital of Champmark Sdn Bhd (“CSB”), an indirect wholly-owned subsidiary of the Company engaged in the mining business. Under the terms of the SSA Agreement, the consideration for the sale of the entire issued and paid-up share capital of CSB shall be satisfied in full by the payment of Malaysia Ringgit MYR 500,000. The disposal is pending completion as at Mar 31, 2023 and this the assets and liabilities have been presented separately in the balance sheets as assets held for sale an liabilities held for sale respectively. The disposal was subsequently completed on April 20, 2023.
|
| March 31, 2023 |
|
| June 30, 2022 |
| ||
Assets classified as held for sale |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ |
|
| $ |
| ||
Property, plant and equipment, net |
|
|
|
|
|
| ||
Mining rights |
|
|
|
|
|
| ||
Other receivables and deposits |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Liabilities classified as held for sale |
|
|
|
|
|
| ||
Accounts payable |
| $ |
|
| $ |
| ||
Accrued liabilities and other payables |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
The carrying value of property, plant and equipment of the disposal group is the same as its carrying value before it was reclassified to assets held for sale and liabilities held for sale.
| F-18 |
| Table of Contents |
NOTE 11 – AMOUNTS DUE TO RELATED PARTIES
The following breakdown of the balances due to related parties, consisted of:-
|
| March 31, 2023 |
|
| June 30, 2022 |
| ||
|
|
|
|
|
|
| ||
Borneo Oil Corporation Sdn Bhd (formerly known as Borneo Oil and Gas Corporation Sdn Bhd) (“BOC”) |
| $ |
|
| $ |
| ||
Borneo Energy Sdn Bhd |
|
|
|
|
|
| ||
Taipan International Limited |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Borneo Oil Berhad (“BOB”) (holding
Taipan International Limited is one of the shareholders of the Company, and held
NOTE 12 – PROMISSORY NOTES
|
| March 31, 2023 |
|
| June 30, 2022 |
| ||
|
|
|
|
|
|
| ||
Promissory Notes (#1) |
| $ |
|
| $ |
| ||
Promissory Notes (#2) |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
(#1) On May 13, 2021, the Company announced the Share Sale Agreement dated May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an unrelated third party, and other unrelated third party individuals, in consideration of issuance of
The fair value of the outstanding promissory notes as of June 30, 2022 was calculated with the following assumptions:
Risk free rate |
|
| % | |
Credit spread |
|
| % | |
Liquidity risk premium |
|
| % |
The following is a reconciliation of the beginning and ending balances of promissory notes payable using Level 3 inputs:
|
| March 31, |
|
| June 30, |
| ||
|
| 2023 |
|
| 2022 |
| ||
Balance at the beginning of period or year |
| $ |
|
| $ |
| ||
Interest expense |
|
|
|
|
|
| ||
Converted to Company’s restricted Common Stock |
|
| ( | ) |
|
|
| |
Balance at the end of period or year |
| $ |
|
| $ |
| ||
(#2) On March 13, 2023, the Company and its indirect wholly-owned subsidiary CSB entered into a Settlement of Debts Agreement (the “SDA Agreement”) and a two year term period Promissory Note with CSB’s creditor, Borneo Oil Corporation Sdn Bhd (formerly known as Borneo Oil and Gas Corporation Sdn Bhd) (“BOC”) to settle in full a total of $
| F-19 |
| Table of Contents |
The Company recorded $
The Company recorded $
NOTE 13 - LEASES
The Company adopted ASU No. 2016-02, Leases and determines whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for as a single lease component as the Company has elected the practical expedient. Some of the operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient.
Operating leases are included in the right-of-use lease assets, and current and non-current lease liabilities on the Unaudited Condensed Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, the incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term.
The Company adopts a
The table below presents the lease-related assets and liabilities recorded on the balance sheet.
|
| March 31, 2023 |
|
| June 30, 2022 |
| ||
|
|
|
|
|
|
| ||
Assets |
|
|
|
|
|
| ||
Right-of-use asset (#1) |
| $ |
|
| $ |
| ||
Right-of-use asset (#2) |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Current: |
|
|
|
|
|
|
|
|
Operating lease liabilities |
| $ |
|
| $ |
| ||
Finance lease liabilities |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Non-current: |
|
|
|
|
|
|
|
|
Operating lease liabilities |
| $ |
|
| $ |
| ||
Finance lease liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total lease liabilities |
| $ |
|
| $ |
| ||
As of March 31, 2023, right-of-use assets were $
As of June 30, 2022, right-of-use assets were $
For the three months ended March 31, 2023 and 2022, the amortization charge on right-of use assets was $
For the nine months ended March 31, 2023 and 2022, the amortization charge on right-of-use assets was $
(#1) This leasing arrangement for the lease of the Segama factory amounting to $
There are no corresponding lease liabilities recorded as the lease payments for the entire lease period has been paid upfront upon inception of the agreement.
(#2)This leasing arrangement for the lease of the executive vehicle amounting to $
| F-20 |
| Table of Contents |
The Company excludes short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities or right-of-use assets. The following tables summarize the lease expense for the periods.
|
| Nine Months ended March 31, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
|
|
|
|
|
|
| ||
Finance lease cost: |
|
|
|
|
|
| ||
Interest on lease liabilities (per ASC 842) |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Operating lease cost: |
|
|
|
|
|
|
|
|
Operating lease expense (per ASC 842) |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total lease expense |
| $ |
|
| $ |
| ||
Components of Lease Expense
The Company recognizes operating lease expense on a straight-line basis over the term of the operating leases, comprising interest expense determined using the effective interest method, and amortization of the right-of-use asset, as reported within “general and administrative” expense on the accompanying unaudited condensed consolidated statement of operations.
Finance lease expense comprise of interest expenses determined using the effective interest method.
Future Contractual Lease Payments as of March 31, 2023
The below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the next five years and thereafter ending March 31:
Years ending March 31, |
| Operating and finance lease amount |
| |
|
|
|
| |
2024 |
| $ |
| |
2025 |
|
|
| |
2026 |
|
|
| |
2027 |
|
|
| |
2028 |
|
|
| |
Thereafter |
|
|
| |
Total minimum finance lease liabilities installment payment |
| $ |
| |
|
|
|
|
|
Representing:- |
|
|
|
|
Current liabilities |
| $ |
| |
Non-current liabilities |
|
|
| |
|
| $ |
| |
NOTE 14 - STOCKHOLDERS’ EQUITY
Authorized Stock
The Company has authorized
Preferred stock outstanding
There are no preferred shares outstanding as of March 31, 2023 and June 30, 2022.
| F-21 |
| Table of Contents |
Common Stock outstanding
On July 15, 2022, the Company issued a total of
During period ended September 30, 2022,
On November 7, 2022, the Company issued
On October 26, 2022, the Company entered into a corporate consulting services agreement (the “Consulting Agreement”) for investor communication and public relations services with Dutchess Group LLC (“DGL”). On December 9, 2022, pursuant to terms of the Consulting Agreement, the Company issued a total of
On November 30, 2022, the Company, through its wholly-owned subsidiary Verde Renewables, Inc.(“VRI”), a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement (the “Agreement”) with YM Tengku Chanela Jamidah YAM Tengku Ibrahim to engage her as its Director of Strategic Initiatives to promote and make introductions for the benefit of advancing the Company’s business and interests amongst her networks as designated in the Agreement. Under the Agreement, the Company will pay YM Tengku Chanela Jamidah YAM Tengku Ibrahim by the issuance of
On December 1, 2022, the Company through its wholly-owned subsidiary VRI, a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement (the “Agreement”) with Steven Sorhus to engage him as its Financial Controller to prepare monthly financial reports and financial projections, and oversee daily accounting practices of the Company and its subsidiaries as designated in the Agreement. Under the Agreement, the Company will pay Steven Sorhus by the issuance of
On December 1, 2022, the Company through its wholly-owned subsidiary VRI, a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement (the “Agreement”) with EMGTA LLC (“EMGTA”). Under the Agreement, EMGTA will provide services to develop business plan and marketing strategy to facilitate business growth, and identify new customers and markets for the Company. The Company will pay EMGTA by the issuance of
On December 15, 2022, the Company entered into a Services Agreement (the “Agreement”) with Looi Pei See to engage her as its consultant to develop the retail markets for the Company’s products and services in Malaysia and Singapore. On December 31, 2022, pursuant to terms of the Consulting Agreement, the Company issued a total of
On February 17, 2023, the Company issued
On February 24, 2023, the acquisition of the assets of biofraction plant and the right to use intellectual property license in Sabah, Malaysia from Borneo Energy Sdn Bhd was completed. The Company had announced the Sale and Purchase Agreement to acquire the assets of biofraction plant and the right to use intellectual property license in Sabah, Malaysia from Borneo Energy Sdn Bhd on May 10, 2021, in consideration of issuance of
On March 13, 2023, the Company and its indirect wholly-owned subsidiary CSB entered into a Settlement of Debts Agreement (the “SDA Agreement”) and a two year term period Promissory Note with CSB’s creditor Borneo Oil Corporation Sdn Bhd (the “Creditor”) to settle in full a total of USD
| F-22 |
| Table of Contents |
On March 23, 2023, the Company, through its wholly-owned subsidiary Verde Resources (Malaysia) Sdn. Bhd. (“VRM”), entered into a Shares Sale Agreement (the “SSA Agreement”) with Murugesu A/L M. Narasimha and Deivamalar A/P Kandiah (“Vendors”), the legal and beneficial owners of Vata VM Synergy (M) Sdn. Bhd. (“VATA”), a company incorporated under the laws of Malaysia, to acquire 60% of the issued and paid-up share capital of VATA, a company engaged in the business of providing green technology to government and private sectors and in creating high quality compost using agricultural waste and biomass products in Malaysia. In relation to the SSA Agreement, the Company through VRM also entered into a Shareholders Agreement with Murugesu A/L M. Narasimha and VATA. Under the terms of the SSA Agreement,
There were
The Company has no stock option plan, warrants, or other dilutive securities issued during the period.
NOTE 15 - INCOME TAX
For the nine months ended March 31, 2023 and 2022, the local (“United States of America”) and foreign components incurred loss before income taxes as follows:
|
| Nine Months ended March 31, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
|
|
|
|
|
|
| ||
Tax jurisdiction from: |
|
|
|
|
|
| ||
- Local (US regime) |
| $ | ( | ) |
| $ | ( | ) |
- Foreign, including |
|
|
|
|
|
|
|
|
British Virgin Island |
|
| ( | ) |
|
|
| |
Malaysia |
|
| ( | ) |
|
| ( | ) |
Labuan, Malaysia |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
Loss before income taxes |
| $ | ( | ) |
| $ | ( | ) |
The provision for income taxes consisted of the following:
|
| Nine Months ended March 31, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
|
|
|
|
|
|
| ||
Current tax: |
|
|
|
|
|
| ||
- Local |
| $ |
|
| $ |
| ||
- Foreign |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Deferred tax |
|
|
|
|
|
|
|
|
- Local |
|
|
|
|
|
| ||
- Foreign |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Income tax expense (benefit) |
| $ |
|
| $ |
| ||
The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company mainly operates in U.S.A. and Malaysia and are subject to taxes in the jurisdictions in which they operate, as follows:
United States of America
VRDR, VRI and VLI are subject to the tax laws of United States of America. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from
The Company has provided for a full valuation allowance against the deferred tax assets of $
| F-23 |
| Table of Contents |
Net Operating Losses (NOLs) generated prior to January 1, 2018 are able to be carried forward up to twenty subsequent years. Any NOLs created for tax years subsequent to that may be carried forward indefinitely. However, any NOLs arising from tax years ending after December 31, 2020, can only be used to offset up to 80% of taxable income.
For the nine months ended March 31, 2023 and 2022, there were no operating income under US tax regime.
BVI
Under the current BVI law, VRAP is not subject to tax on income.
Labuan
Under the current laws of the Labuan applicable to BRL, income derived from an intellectual property right is subject to tax under the Malaysian Income Tax Act 1967 (ITA) at
Malaysia
VRSB, Champmark and Wision are registered in Malaysia and are subject to the Malaysian corporate income tax at a standard income tax rate of
For the nine months ended March 31, 2023, the operation in Malaysia incurred $
|
| Nine Months ended March 31, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
|
|
|
|
|
|
| ||
Loss before income taxes |
| $ | ( | ) |
| $ | ( | ) |
Statutory income tax rate |
|
| % |
|
| % | ||
Income tax expense at statutory rate |
|
| ( | ) |
|
| ( | ) |
Non-deductible items |
|
|
|
|
|
| ||
Operating losses unable to carried forward |
|
|
|
|
|
| ||
Net operating loss |
|
|
|
|
|
| ||
Income tax expense |
| $ |
|
| $ |
| ||
The following table sets forth the significant components of the deferred tax assets of the Company:
|
| March 31, 2023 |
|
| June 30, 2022 |
| ||
|
|
|
|
|
|
| ||
Deferred tax assets: |
|
|
|
|
|
| ||
Net operating loss carryforwards, from |
|
|
|
|
|
| ||
US tax regime |
| $ |
|
| $ |
| ||
Malaysia tax regime |
|
|
|
|
|
| ||
Less: valuation allowance |
|
| ( | ) |
|
| ( | ) |
Deferred tax assets, net |
| $ |
|
| $ |
| ||
The Company has recorded valuation allowances for certain tax attribute carry forwards and other deferred tax assets due to uncertainty that exists regarding future realizability. If in the future the Company believes that it is more likely than not that these deferred tax benefits will be realized, the majority of the valuation allowances will be reversed in the unaudited condensed consolidated statement of operations. The Company did not have any interest and penalty provided or recognized in the income statements for the nine months ended March 31, 2023 and 2022. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months.
| F-24 |
| Table of Contents |
NOTE 16 - RELATED PARTY TRANSACTIONS
|
| Nine Months ended |
| |||||
|
| March 31, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Related party transactions: |
|
|
|
|
|
| ||
Sales to: |
|
|
|
|
|
| ||
Borneo Eco Food Sdn Bhd (#2) |
| $ |
|
| $ |
| ||
Rental income: |
|
|
|
|
|
|
|
|
Mr. Jack Wong (#5) |
| $ |
|
| $ |
| ||
Other income – Sales of wash sand to: |
|
|
|
|
|
|
|
|
Jusra Mining Merapoh Sdn Bhd (#1) |
| $ |
|
| $ |
| ||
Site expenses: |
|
|
|
|
|
|
|
|
Warisan Khidmat Sdn Bhd (#3) |
| $ |
|
| $ |
| ||
Professional services provided by: |
|
|
|
|
|
|
|
|
Warisan Khidmat Sdn Bhd (#3) |
| $ |
|
| $ |
| ||
Related party balances: |
|
| ||||||
|
| As of |
| |||||
|
| March 31, 2023 |
|
| June 30, 2022 |
| ||
Trade receivables |
|
|
|
|
|
| ||
Borneo Eco Food Sdn Bhd (#2) |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Deposits paid for acquisition of property, plant and equipment |
|
|
|
|
|
|
|
|
Borneo Energy Sdn Bhd (#2) |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Trade Payables |
|
|
|
|
|
|
|
|
Warisan Khidmat Sdn Bhd (#3) |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Advanced from related parties |
|
|
|
|
|
|
|
|
Advanced from BOC (#4) |
| $ |
|
| $ |
| ||
Advanced from Borneo Energy Sdn Bhd (#2) |
| $ |
|
| $ |
| ||
Taipan International Limited (#6) |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Advanced to related party |
|
|
|
|
|
|
|
|
Vetrolysis Limited (#7) |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Advanced from Director |
|
|
|
|
|
|
|
|
Mr. Carl M. Craven |
| $ | - |
|
| $ | - |
|
Mr. Jack Wong (#5) |
| $ |
|
| $ |
| ||
(#1) Lamax Gold Limited (“LGL”) held
(#2)
(#3)
(#4) Borneo Oil Corporation Sdn Bhd (formerly known as Borneo Oil and Gas Corporation Sdn Bhd) (“BOC”) is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) (holding 13.4% and 22.8% of the Company’s issued and outstanding Common Stock as of March 31, 2023 and June 30, 2022, respectively). The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.
(#5) Mr. Jack Wong is the President and Chief Executive of the Company effective October 1, 2022. Effective March 30, 2023, Carl Craven voluntarily resigned from his position as Director of the Company. By resolution of the Board of Directors, Jack Wong was appointed Director of the Company for a one (1) year term, effective March 30, 2023. Jack Wong will hold the Board position formerly held by Carl Craven.
(#6)
(#7) Encik Anuar bin Ismail, an indirect significant shareholder, is a director of Vetrolysis Limited.
Apart from the transactions and balances detailed above and elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.
| F-25 |
| Table of Contents |
NOTE 17 - CONCENTRATIONS OF RISK
The Company is exposed to the following concentrations of risk:
(a) Major customers
For the three and nine months ended March 31, 2023 and 2022, there was no single customer whose revenue exceeded
(b) Economic and political risk
The Company’s major operations are conducted in U.S.A. and Malaysia. Accordingly, the political, economic, and legal environments in U.S.A. and Malaysia, as well as the general state of U.S.A. and Malaysia’s economy may influence the Company’s business, financial condition, and results of operations.
(c) Exchange rate risk
The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
NOTE 18 - COMMITMENTS AND CONTINGENCIES
As of March 31, 2023, the Company had the following capital commitment:
a) commitment to issue restricted Common Shares to the following service provideron or before December 31, 2023 for services to be performed pursuant to the Service Agreements signed as disclosed in Note 14 on or before December 31, 2023:
|
| Number of shares to be issued |
| |
|
|
|
| |
EMGTA LLC |
|
|
| |
YM Tengku Chanela Jamidah YAM Tengku Ibrahim |
|
|
| |
Steven Sorhus |
|
|
| |
|
|
|
| |
b) commitment to repay Promissory Notes with the face value (principal) amount of $
c) commitment to pay MYR
As of March 31, 2023, the Company has no material contingencies.
NOTE 19 - SUBSEQUENT EVENTS
On April 20, 2023, the disposition of Champmark Sdn Bhd (“CSB”) was completed. The Company had announced the Share Sale Agreement to sell the entire issued and paid-up share capital of CSB to Jusra Mining Merapoh Sdn Bhd (“JMM”) on March 13, 2023. The consideration for the sale of the entire issued and paid-up share capital of CSB shall be satisfied in full by the payment of Malaysia Ringgit MYR 500,000.
On April 21, 2023, the Company issued
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2023, up through the date the Company issued the audited unaudited condensed consolidated financial statements and determined that there are no further significant subsequent items which are required to be disclosed.
| F-26 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Description of Business – Risk Factors” section in our Annual Report on Form 10-K, as filed on November 4, 2022. You should carefully review the risks described in our Annual Report and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.
Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.
All references in this Form 10-Q to the “Company,” “Verde Resources,” “we,” “us,” or “our” are to Verde Resources, Inc.
Overview
Verde Resources, Inc. (the “Company” or “VRDR”) was incorporated in the State of Nevada on April 22, 2010.
The Company currently is engaged in the distribution of THC-free cannabinoid (CBD) products, production and distribution of renewable commodities and real property holding. However, the Company has been undergoing a restructuring exercise to shift its focus towards renewable energy and sustainability development with the world faced with challenges of climate change and environmental dehydration. The Company has initiated the disposition of the mining business via the sale of the entire issued and paid-up share capital of CSB to focus on renewable energy and sustainability.
The following diagram illustrates our current corporate structure:
On July 15, 2022, the Company issued a total of 1,500,000 restricted Common Shares at US$0.155 per share to two consultants pursuant to two consultant agreements; 1,000,000 restricted Common Shares were issued to Gary F. Zimmer and 500,000 restricted Common Shares were issued to Lisa Leilani Zimmer Durand, to serve as consultants to the Company. An aggregate of $232,500 was recognized as stock-based compensation under general and administrative expenses during the period ended September 30, 2022.
On October 1, 2022, Balakrishnan B S Muthu resigned from his position as President of the Company. Balakrishnan B S Muthu shall remain as Treasurer, Chief Financial Officer, General Manager and Director of Verde and Liang Wai Keen shall remain as Secretary of the Company.
Mr. Jack Wong has been appointed President and Chief Executive Officer of the Company effective October 1, 2022. Mr. Wong was the sole shareholder of The Wision Project Sdn Bhd (“Wision”), a subsidiary which was acquired by the Company through its wholly owned subsidiary Verde Resources (Malaysia) Sdn Bhd (“VRSB”) pursuant to Share Sale Agreement (“SSA”) signed on March 23, 2022 for the acquisition of one hundred percent 100% of the issued and paid-up ordinary shares in Wision from Mr. Wong.
On October 1, 2022, the Company’s Board of Directors adopted an employment and compensation agreement for Mr. Wong (the “Agreement”). The Agreement provides for an employment term of five (5) years. Mr. Wong will receive an annual salary of $287,650 inclusive of any tax payable as required by law. The Company will also provide Mr. Wong an executive vehicle, executive housing, health benefits, and equity incentives upon the Company adopting an equity incentive plan.
| 5 |
| Table of Contents |
On October 26, 2022, the Company entered into a corporate consulting services agreement (the “Consulting Agreement”) for investor communication and public relations services with Dutchess Group LLC (“DGL”). Pursuant to terms of the Consulting Agreement, the Company agreed to issue 1,500,000 shares of the Company’s restricted Common Stock to DGL within forty-five (45) days of signing the Consulting Agreement. These shares were subsequently issued in December 2022.
On November 8, 2022, Jack Wong has been appointed Chief Executive Officer of the Company’s wholly owned subsidiaries Verde Renewables, Inc and Verde Life Inc.
On November 22, 2022, the Company through its wholly-owned subsidiary Verde Life Inc. (“VLI”), a company incorporated in the State of Oregon, entered into a Product Distribution Agreement (the “Agreement”) with Country Farms Sdn Bhd (“CF”), a company incorporated in Malaysia and a wholly-owned subsidiary of Berjaya Corporation Berhad, to grant CF with the exclusive right to distribute white-label CBD products from VLI to its customers in Malaysia. Under the Agreement, CF shall pay VLI a deposit of $200,000 upon execution of this Agreement. Upon submission of the first purchase order, CF shall pay 50% of the purchase order value to VLI. Prior to any product shipment, CF shall pay VLI the balance 50% of the purchase order value less an initial deposit of $70,000. The remaining deposit of $130,000 shall be retained for the exclusivity and subsequent orders. The term of the Agreement will commence on November 22, 2022 for a period of three (3) years.
On November 30, 2022, the Company through its wholly-owned subsidiary Verde Renewables, Inc. (“VRI”), a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement (the “Agreement”) with Y M Tengku Chanela Jamidah Y A M Tengku Ibrahim to engage her as its Director of Strategic Initiatives to promote and make introductions for the benefit of advancing the Company’s business and interests amongst her networks as designated in the Agreement. Under the Agreement, the Company will pay Y M Tengku Chanela Jamidah Y A M Tengku Ibrahim by the issuance of 1,000,000 shares of the Company’s restricted Common Stock, par value $0.001 per share (the “Common Stock”) in two tranches of 500,000 shares each on or before December 31, 2022 and December 31, 2023 respectively. The term of the Agreement will be for a fixed period of twenty-four (24) months commencing on November 30, 2022.
On December 1, 2022, the Company, through its wholly-owned subsidiary VRI, entered into a Services Agreement (the “Agreement”) with Steven Sorhus to engage him as its Financial Controller to prepare monthly financial reports and financial projections, and oversee daily accounting practices of the Company and its subsidiaries as designated in the Agreement. Under the Agreement, the Company will pay Steven Sorhus by the issuance of 800,000 shares of the Company’s restricted Common Stock, par value $0.001 per share (the “Common Stock”) in two tranches of 300,000 shares on or before December 31, 2022 and 500,000 shares on or before December 31, 2023. The term of the Agreement will be for a fixed period of twenty-five (25) months commencing on December 1, 2022.
On December 1, 2022, the Company, through its wholly-owned subsidiary VRI, entered into a Services Agreement (the “Agreement”) with EMGTA LLC (“EMGTA”). Under the Agreement, EMGTA will provide services to develop business plan and marketing strategy to facilitate business growth, and identify new customers and markets for the Company. The Company will pay EMGTA by the issuance of 750,000 shares of the Company’s restricted Common Stock, par value $0.001 per share (the “Common Stock”) in two tranches of 375,000 shares each on or before December 31, 2022 and December 31, 2023 respectively. The term of the Agreement will be for a fixed period of twenty-five (25) months commencing on December 1, 2022.
On December 15, 2022, the Company entered into a Services Agreement (the “Agreement”) with Looi Pei See to engage her as a consultant to develop the retail markets for the Company’s products and services in Malaysia and Singapore. The Company will pay Looi Pei See by the issuance of 1,140,000 shares of the Company’s restricted Common Stock, par value $0.001 per share (the “Common Stock”) on or before December 31, 2022.
On February 17, 2023, the Company issued 714,285 restricted Common Shares for $50,000 at $0.07 per share to one non-US shareholder.
On February 24, 2023, the acquisition of the assets of biofraction plant and the right to use intellectual property license in Sabah, Malaysia from Borneo Energy Sdn Bhd was completed. The Company had announced the Sale and Purchase Agreement to acquire the assets of biofraction plant and the right to use intellectual property license in Sabah, Malaysia from Borneo Energy Sdn Bhd on May 10, 2021, in consideration of issuance of 166,666,667 share of the Company’s stock at $0.03 per share, valued at $5,000,000. 135,666,667 shares and 31,000,000 shares were issued on May 10, 2021 and July 1, 2021, respectively.
On March 13, 2023, the Company through its wholly-owned subsidiary Verde Resources Asia Pacific Limited (“VRAP”) (fka Gold Billion Global Limited), a company incorporated under the laws of the British Virgin Islands, entered into a Share Sale Agreement (the “SSA Agreement”) with Jusra Mining Merapoh Sdn Bhd (“JMM”), a company incorporated under the laws of Malaysia, to sell the entire issued and paid-up share capital of Champmark Sdn Bhd (“CSB”), an indirect wholly-owned subsidiary of the Company engaged in the mining business. Under the terms of the SSA Agreement, the consideration for the sale of the entire issued and paid-up share capital of CSB shall be satisfied in full by the payment of Malaysia Ringgit MYR 500,000.
On March 13, 2023, the Company and its indirect wholly-owned subsidiary CSB entered into a Settlement of Debts Agreement (the “SDA Agreement”) and a two year term period Promissory Note with CSB’s creditor Borneo Oil Corporation Sdn Bhd (the “Creditor”) to settle in full a total of USD 675,888 of CSB’s account payable to the Creditor either in cash or by the issuance of new restricted shares of the Company’s Common Stock at a price of $0.07 per share. As set out in the SDA Agreement, the new restricted shares for settlement of the account payable to the Creditor shall be issued to the Creditor or its nominee.
On March 23, 2023, the Company, through its wholly-owned subsidiary Verde Resources (Malaysia) Sdn. Bhd. (“VRM”), entered into a Shares Sale Agreement (the “SSA Agreement”) with Murugesu A/L M. Narasimha and Deivamalar A/P Kandiah (“Vendors”), the legal and beneficial owners of Vata VM Synergy (M) Sdn. Bhd. (“VATA”), a company incorporated under the laws of Malaysia, to acquire 60% of the issued and paid-up share capital of VATA, a company engaged in the business of providing green technology to government and private sectors and in creating high quality compost using agricultural waste and biomass products in Malaysia. In relation to the SSA Agreement, the Company through VRM also entered into a Shareholders Agreement with Murugesu A/L M. Narasimha and VATA. Under the terms of the SSA Agreement, the consideration for the acquisition of 60% of the issued and paid-up share capital of VATA shall be satisfied by the total purchase consideration of Malaysia Ringgit MYR 2,250,000, which includes a first payment of Malaysia Ringgit MYR 100,000 upon the execution of the SSA Agreement, a second payment of Malaysia Ringgit MYR 150,000 within thirty (30) days from the date of fulfillment or waiver of all the conditions set out in the SSA Agreement, and the issuance of shares of the Company’s restricted Common Stock for the balance consideration of Malaysia Ringgit MYR 2,000,000 at a price per share of not more than ten percent (10%) discount from the immediate preceding five trading days volume weighted average price (“VWAP”) from the issuance date pursuant to the terms of the SSA Agreement.
Effective March 30, 2023, Carl Craven voluntarily resigned from his position as Director of the Company. By resolution of the Board of Directors, Jack Wong was appointed Director of the Company for a one (1) year term, effective March 30, 2023. Jack Wong will hold the Board position formerly held by Carl Craven.
| 6 |
| Table of Contents |
Stage of Operation
On March 13, 2023, the Company initiated its divestment in its mining business.
The Company is diversifying into the green industry with its acquisition of Bio Resources Ltd (“BRL”), the beneficial and/or registered proprietor of the intellectual property known as “Catalytic Biofraction Process”, which is a slow pyrolysis process using a proprietary catalyst to depolymerize palm biomass wastes (empty fruit bunches or palm kernel shells) in temperature range of 350 degree Celsius to 500 degree Celsius to yield commercially valuable bio products: bio-oil, wood vinegar (pyroligneous acid), biochar and bio-syngas. The intellectual property is a second-generation pyrolysis process where non-food feedstock like the palm biomass wastes is used as feedstock. The acquisition was completed on October 12, 2022.
The Company has been undergoing a restructuring exercise to shift its focus towards renewable energy and sustainability development with the world faced with challenges of climate change and environmental dehydration. To focus on renewable energy and sustainability, the Company has initiated the disposition of the mining business via the sale of the entire issued and paid-up share capital of CSB and the acquisition of 60% of the issued and paid-up share capital of VATA, a company engaged in the business of providing green technology and in creating high quality compost using agricultural waste and biomass products.
Apart from the green industry, the Company is also working on a partnership with MRX Technologies, a market leader in commercial extraction systems for cannabis and hemp. The partnership includes an agreement for Verde Resources to white-label THC-free CBD products from MRX Technologies.
| 7 |
| Table of Contents |
Results of Operations
For the three months ended March 31, 2023 and 2022:
The following table sets forth selected financial information from our statements of comprehensive loss for the three months ended March 31, 2023 and 2022:
|
| March 31, 2023 |
|
| March 31, 2022 |
|
| Change |
| |||
|
| Amount |
|
| Amount |
|
| % |
| |||
|
| (Unaudited) |
|
| (Unaudited) |
|
|
| ||||
Revenue |
| $ | 26,586 |
|
| $ | 16,712 |
|
|
| 59.1 | % |
Cost of revenue |
| $ | (44,308 | ) |
| $ | (86,701 | ) |
|
| -48.9 | % |
Gross loss |
| $ | (17,722 | ) |
| $ | (69,989 | ) |
|
| -74.7 | % |
Operating expenses |
| $ | 816,089 |
|
| $ | 498,774 |
|
|
| 63.6 | % |
Interest expense |
| $ | 13,549 |
|
| $ | 486,977 |
|
|
| -97.2 | % |
Other income, net |
| $ | 194,917 |
|
| $ | 99 |
|
|
| 196,785.9 | % |
Loss from continuing operation |
| $ | (652,443 | ) |
| $ | (1,055,641 | ) |
|
| -38.2 | % |
Loss from discontinued operation |
| $ | (55,884 | ) |
| $ | - |
|
|
| - |
|
NET LOSS |
| $ | (708,327 | ) |
|
| (1,055,641 | ) |
|
| -32.9 | % |
The average rate of MYR : USD for three months ended March 31, 2023 and March 31, 2022 was 0.2278 and 0.2383 respectively.
Revenue
The revenue is mainly derived from the sales of products.
We have generated $26,586 and $16,712 revenues for the three months ended March 31, 2023 and 2022.
Cost of revenue
We have generated $44,308 and $86,701 cost of revenues for the three months ended March 31, 2023 and 2022.
Gross profit
We have recorded a gross loss of $17,722 and $69,989 for the three months ended March 31, 2023 and 2022.
Operating expense
Operating expenses comprised mainly of salaries, office costs, legal and professional fees. The increase in operating expenses for the period was mainly due to the increase of consultancy fee and legal and professional fees during the period.
We have incurred $816,089 and $498,774 in operating expenses through March 31, 2023 and 2022.
Interest expense and Other income, net
We have interest expense of $13,549 and $486,977 for the three months ended March 31, 2023 and 2022. The decrease in interest expenses for the period was mainly due to settlement of promissory note in period ended December 31, 2022.
We have other net income of $194,917 and $99 for the three months ended March 31, 2023 and 2022. The increase in net income for the period was due to fair value adjustment on convertible promissory note issued to BOC as disclosed in Note 12.
Net loss
As a result of the above factors, the Company incurred a net loss of $708,327 and $1,055,641 for the three months ended March 31, 2023 and 2022, respectively.
| 8 |
| Table of Contents |
For the nine months ended March 31, 2023 and 2022:
The following table sets forth selected financial information from our statements of comprehensive loss for the nine months ended March 31, 2023 and 2022:
|
| March 31, 2023 |
|
| March 31, 2022 |
|
| Change |
| |||
|
| Amount |
|
| Amount |
|
| % |
| |||
|
| (Unaudited) |
|
| (Unaudited) |
|
|
| ||||
Revenue |
| $ | 134,038 |
|
| $ | 16,712 |
|
|
| 702.0 | % |
Cost of revenue |
| $ | (123,903 | ) |
| $ | (86,701 | ) |
|
| 42.9 | % |
Gross profit/(loss) |
| $ | 10,135 |
|
| $ | (69,989 | ) |
|
| -114.5 | % |
Operating expenses |
| $ | 2,381,155 |
|
| $ | 1,221,875 |
|
|
| 94.9 | % |
Interest expense |
| $ | 1,893,209 |
|
| $ | 1,441,911 |
|
|
| 31.3 | % |
Other income, net |
| $ | 196,514 |
|
| $ | 12,214 |
|
|
| 1,508.9 | % |
Loss from continuing operation |
| $ | (4,067,715 | ) |
| $ | (2,721,561 | ) |
|
| 49.46 | % |
Loss from discontinued operation |
| $ | (157,284 | ) |
| $ | - |
|
|
| - |
|
NET LOSS |
| $ | (4,224,999 | ) |
|
| (2,721,561 | ) |
|
| 55.24 | % |
The average rate of MYR : USD for nine months ended March 31, 2023 and March 31, 2022 was 0.2233 and 0.2390 respectively.
Revenue
The revenue is mainly derived from the rental income and sales of products.
We have generated $134,038 and $16,712 revenues for the nine months ended March 31, 2023 and 2022.
Cost of revenue
We have generated $123,903 and $86,701 cost of revenues for the nine months ended March 31, 2023 and 2022.
Gross profit
We have recorded a gross profit of $10,135 and a gross loss of $69,989 for the nine months ended March 31, 2023 and 2022.
Operating expense
Operating expenses comprised mainly of salaries, office costs, legal and professional fees. The increase in operating expenses for the period was mainly due to the increase of consultancy fee and legal and professional fees during the period.
We have incurred $2,381,155 and $1,221,875 in operating expenses through March 31, 2023 and 2022.
Interest expense and Other income, net
We have interest expense of $1,893,209 and $1,441,911 for the nine months ended March 31, 2023 and 2022. The increase in interest expenses for the period was mainly due to early conversion of promissory notes in period ended December 31, 2022.
We have other net income of $196,514 and $12,214 for the nine months ended March 31, 2023 and 2022. The increase in net income for the period was due to fair value adjustment on convertible promissory note issued to BOC as disclosed in Note 12.
Net loss
As a result of the above factors, the Company incurred a net loss of $4,224,999 and $2,721,561 for the nine months ended March 31, 2023 and 2022, respectively.
| 9 |
| Table of Contents |
Liquidity and Capital Resources
The following summarizes the key component of our cash flows for the nine months ended March 31, 2023 and 2022.
Cash Flow Date |
| March 31, 2023 |
|
| March 31, 2022 |
| ||
|
|
|
|
|
|
| ||
Net Cash (Used in) operating activities |
| $ | (1,533,319 | ) |
| $ | (1,097,381 | ) |
Net Cash (Used in) investing activity |
|
| (364,540 | ) |
|
| (309,642 | ) |
Net Cash Provided by financing activities |
|
| 1,577,687 |
|
|
| 1,004,197 |
|
Effect of exchange rate fluctuation on cash and cash equivalents |
|
| 142,262 |
|
|
| 7,787 |
|
Net decrease in cash and cash equivalents |
|
| (320,172 | ) |
|
| (402,826 | ) |
Cash and cash equivalents, beginning of period |
|
| 418,917 |
|
|
| 2,117,622 |
|
Cash and cash equivalents, ending of period |
| $ | 241,371 |
|
| $ | 1,722,583 |
|
Net Cash (Used in) Operating Activities
For the nine months ended March 31, 2023, the Company had incurred net loss from operation of $4,224,999 which posted a negative impact to the Company’s cash flow. The reconciliation on non-cash items such as interest expenses, depreciation and amortization provide positive impact on cash.
In the operation analysis, the net cash used in operating activities increased from $1,097,381 to $1,533,319. The operation loss of $4,224,999 was partially offset by the noncash expenses such as $177,074 in depreciation, $98,954 in amortization, $448,123 in share-based compensation, $1,870,972 in interest expenses on promissory notes, $22,237 in lease interest expense, fair value adjustment on convertible promissory note of $194,865 and $600 from gain on disposal of property, plant and equipment. In the operating assets and liabilities, the net increase in current assets resulted from an increase of other receivables, deposits and prepayments of $96,124, an increase in inventories held of $10,600 and a decrease in accounts receivables of $7,196. The net increase in current liabilities resulted from $165,792 increase in advances from related parties, $183,312 increase in accrued liabilities and other payables and $25,970 increase in accounts payable, offset by a decrease in advances from director of $5,761. The final result of the cash flow used in operating activities was $1,533,319.
Net Cash (Used in) Investing Activity
The net cash used by investing activity of $364,540 resulted from purchase of property, plant and equipment of $473,895, deposit paid for acquisition of subsidiary company of $22,609, offset by proceeds on disposal of $23,000, net proceed from disposal of discontinued operation of $107,824 and net cash on acquisition of a subsidiary company of $1,140 for the nine months ended March 31, 2023.
Net Cash Provided by) Financing Activities
The net cash provided by financing activities of $1,577,687 resulted from proceeds from shares issued of $1,556,280 and net proceeds from drawdown of loans of $100,000, set off partially by repayments to lease liabilities and related interests for the nine months ended March 31, 2023 of $56,356 and $22,237 respectively.
The cash flow situation will not allow for operations in the coming next 12 months by self-generated cash provided from operating activities. The Company needs to increase cash flow supplies with a long term plan until the Company makes sustainable profits and has a positive cash flow. Otherwise, loans from related parties may be a temporary solution, although we have no written loan agreements. There is no guarantee that we will be able to secure adequate financing. If we fail to secure sufficient funds, our business activities may be curtailed, or we may cease to operate.
Working Capital
As of March 31, 2023 and June 30, 2022, we had cash and cash equivalent of $241,371 and $418,917, respectively. As of March 31, 2023 and June 30, 2022, we have incurred accumulated operating losses of $10,518,469 and $10,357,920, respectively.
Off-Balance Sheet Arrangements
We do not have any 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 investors.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). During 2022, the Company has been undertaking tremendous changes and expansion which rendered the management to re-consider the availability of more management talents and professional staff to meet the enlargement in operation under the coming acquisition and expansion move. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
As of March 31, 2023 management also assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments Based on our consideration and evaluation, the current management concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management is dominated by three individuals without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officers in connection with the review of our financial statements as of March 31, 2023. In the meantime, management has appointed external consultants to minimise risk and ascertain compliance of the requirements.
Management believes that the material weaknesses set forth above did not have an immediate negative effect on our financial results because of our small size of operation. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements if the Company were growing substantially after the expansion move was materialized.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the nine months ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
Item 1A. Risk Factors.
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
N/A.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosure.
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic and annual reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine Safety and Health Act of 1977. The Company did not have any mines in the United States during the period ended March 31, 2023.
Item 5. Other Information.
None.
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Item 6. Exhibits.
The following exhibits are included as part of this report:
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101*
* The following financial information from Verde Resources, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheets as of March 31, 2023, and June 30, 2022, (ii) Condensed Statements of Operations for the three and nine months ended March 31, 2023 and 2022, (iii) Condensed Statements of Cash Flows for the nine months ended March 31, 2023 and 2022, and (iv) Notes to Condensed Financial Statements.
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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 thereunto duly authorized.
| VERDE RESOURCES, INC. |
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| (Registrant) |
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Dated: May 16, 2023 | By: | /s/ Jack Wong |
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| Jack Wong |
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| President and Chief Executive Officer |
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| (Principal Executive Officer) |
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EXHIBIT 31.1
CERTIFICATION
I, Jack Wong, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Verde Resources, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 16, 2023
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| By: | /s/ Jack Wong |
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| Jack Wong |
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| President and Chief Executive Officer |
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EXHIBIT 31.2
CERTIFICATION
I, Balakrishnan B S Muthu, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Verde Resources, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 16, 2023
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| By: | /s/ Balakrishnan B S Muthu |
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| Balakrishnan B S Muthu |
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| Chief Financial Officer |
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EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Jack Wong, certify, as of the dates hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Verde Resources, Inc. on Form 10-Q for the period ended March 31, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Verde Resources, Inc. at the dates and for the periods indicated.
Date: May 16, 2023
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| By: | /s/ Jack Wong |
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| Jack Wong |
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| President and Chief Executive Officer |
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I, Balakrishnan B S Muthu, certify, as of the dates hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Verde Resources, Inc. on Form 10-Q for the period ended March 31, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Verde Resources, Inc. at the dates and for the periods indicated.
Date: May 16, 2023
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| By: | /s/ Balakrishnan B S Muthu |
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| Balakrishnan B S Muthu |
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| Chief Financial Officer |
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A signed original of this written statement required by Section 906 has been provided to Verde Resources, Inc. and will be retained by Verde Resources, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.