What changed in this filing

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Item 1. Financial Statements

2021-12-28 compared with 2021-05-21 · 404 added, 404 removed, 259 unchanged (76% of the section changed)

2 unchanged sentences

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, 2021 are not necessarily indicative of the results that can be expected for the year ended June 30, 2021.

Operating results for the three months ended September 30, 2021 are not necessarily indicative of the results that can be expected for the year ended June 30, 2022.

VERDE RESOURCES, INC.

INDEX TO INTERIMCONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD OF ENDED MARCH 31, 202 1

Condensed Consolidated Balance Sheets as at March 31, 2021 (Unaudited) and June 30, 2020

Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended March 31, 2021 and 2020 (Unaudited)

Condensed Consolidated Statements of Equity for the Three and Nine Months Ended March 31, 2021 and 2020 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended March 31, 2021 and 2020 (Unaudited)

FOR THE PERIOD OF ENDED SEPTEMBER 30, 202 1

Condensed Consolidated Balance Sheets as at September 30, 2021 (Unaudited) and June 30, 202 1

Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended September 30, 2021 and 2020 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2021 and 2020 (Unaudited)

Condensed Consolidated Statements of Changes in Equity for the Three Months Ended September 30, 2021 and 2020 (Unaudited)

Notes to Condensed Consolidated Financial Statements (Unaudited)

1 unchanged sentence

Condensed Consolidated Balance Sheets

September 30,

Current Assets

Cash and cash equivalents

Trade receivables

Deposit & prepayment

Other receivables

Advanced to related parties

Other deposit & prepayment

Total Current Assets

1 unchanged sentence

Property, plant and equipment

Right of use assets

Deposit paid for acquisition of subsidiaries

Deposit paid for acquisition of property, plant and equipment

Total Long Term Assets

3 unchanged sentences

Advanced from related parties

Other payables

Loans from banks

Finance lease liabilities

Accrual and other payables

Total Current Liabilities

Long term Liabilities

Loans from banks (non-current)

Finance lease liabilities

Promissory notes

Total Long Term Liabilities

2 unchanged sentences

Preferred stock, par value $ 0.001 , 50,000,000 shares authorized, none issued and outstanding

Common stock, par value $0.001, 10,000,000,000 shares authorized, 116,038,909 shares issued and outstanding as of March 31, 2021 & June 30, 2020 respectively

Common stock, par value $ 0.001 , 10,000,000,000 shares authorized, 810,742,109 and 779,742,109 shares issued and outstanding as of September 30, 2021 and June 30, 2021, respectively

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive income (loss)

Non-controlled interest

Total Stockholders’ Deficit

( 6,731,548 )

( 5,913,255 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

Accumulated other comprehensive income

Non-controlled interest

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Cost of revenue

2 unchanged sentences

LOSS FROM OPERATIONS

OTHER INCOME(EXPENSES)

NET LOSS BEFORE INCOME TAX

Provision of Income Tax

NET PROFIT (LOSS)

Non-controlled interest

Net loss contributed to the group

Other comprehensive income(loss)

Foreign currency translation income(loss)

Comprehensive income(loss)

Basic and Diluted Loss per Common Share

Weighted Average Number of Common Shares Outstanding

The accompanying notes are an integral part of these condensed consolidated financial statements.

Verde Resources, Inc.

Condensed Consolidated Statements of Equity (Deficit)

Common Shares

Non-Controlling

Accumulated Other Comprehensive

Income (Loss)

Balance - June 30, 2019

$ ( 363,996 )

$ (2,220,831 )

Net loss for the period

Foreign currency translation gain

Balance - March 31, 2020

$ (5,107,988 )

$ (2,255,281 )

Balance - June 30, 2020

$ (5,138,406 )

Net loss for the period

Foreign currency translation loss

Balance - March 31, 2021

$ (5,296,220 )

$ (2,545,824 )

Common Shares

Non-Controlling

Accumulated Other Comprehensive

Income (Loss)

Balance – December 31, 2019

$ (5,014,516 )

$ (2,294,651 )

Net loss for the period

Foreign currency translation gain

Balance - March 31, 2020

$ (5,107,988 )

INTEREST EXPENSES

OTHER INCOME, NET

NET LOSS BEFORE INCOME TAX

$ ( 822,672 )

Balance - December 31, 2020

Provision of Income Tax

$ ( 822,672 )

Net loss attributable to non-controlled interest

Net income(loss) contributed to shareholders of Verde Resources, Inc.

NET INCOME (LOSS)

$ ( 818,293 )

Net loss for the period

Foreign currency translation gain

Balance - March 31, 2021

Other comprehensive loss

Foreign currency translation adjustment

Comprehensive income (loss)

$ ( 809,299 )

$ ( 143,680 )

Other comprehensive loss (gain) attributable to non-controlling interests

Other comprehensive income(loss) attributable to Verde Resources, Inc.

Basic and Diluted Earnings/(Loss) per Common Share

Weighted Average Number of Common Shares Outstanding

*Less than $0.01 per share

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

September 30,

Cash flows from operating activities:

Net profit(loss)

Net (loss) profit

$ ( 822,672 )

Adjustments to reconcile loss to net cash used in operations

Amortization and depreciation

Waiver of consultancy service fee

Stock-based compensation

Gain on disposal of property, plant and equipment

Interest expenses

Changes in operating assets and liabilities

(Increase) decrease in:

Trade receivables

Deposits and prepayment

Other receivable

Other receivables

Increase (decrease) in:

Accounts payable

Accrued liabilities

Accrued liabilities and other payables

Advanced from sub-contractor & related parties

Deposit received from customer

Net cash provided by (used in) operating activities

Net cash used in by operating activities

Cash flows from investing activities:

Proceeds from disposal of plant and equipment

Addition of motor vehicle

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds from bank loans

Repayments of bank loans

Shareholders’ loans waived

Proceeds from issuance of common stock

Net cash (used in) provided by financing activities

Net increase (decrease) in cash and cash equivalent

Advanced to related parties

Net cash investing activities

Net cash and cash equivalent

Effect of exchange rate changes on cash

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Net cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Supplementary cash flow information

2 unchanged sentences

Supplementary non-cash information

Reorganization

Issuance of common stock

Issuance of common stock deposit paid for acquisition of property, plant and equipment (note 6)

Purchase of property, plant under finance lease

Increase in finance lease liabilities

The accompanying notes are an integral part of these condensed financial statements.

Verde Resources, Inc.

Condensed Consolidated Statements of Changes in Equity

COMPREHENSIVE

INCOME/(LOSS)

Balance at June 30, 2020

$ ( 5,138,406 )

$ ( 411,739 )

$ ( 2,293,018 )

Net income (loss) for the period

Foreign currency translation gain (loss)

Balance at September 30, 2020

$ ( 5,199,388 )

$ ( 426,947 )

$ ( 2,436,698 )

Balance at June 30, 2021

$ ( 5,913,255 )

$ ( 441,834 )

Shares issued for acquisition

Stock-based compensation

Net income (loss) for the period

Foreign currency translation gain (loss)

Balance at September 30, 2021

$ ( 6,731,548 )

$ ( 444,864 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Verde Resources, Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 202 1

September 30, 2021

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

36 unchanged sentences

The Form 8-K announcing the change in officers and directors were filed with SEC on April 1, 2021.

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 SdnBhd, 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.

The completion of the S&P Agreement is subject to all such acts necessary, including but not limited to due diligence exercise to ascertain the valuation of the assets of the biofraction plant and the right to use the licensed intellectual property in Sabah, Malaysia.

The consideration shall be refundable if the transaction fails to complete.

The Company also 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 individuals unrelated third parties, in consideration of issuance of 321,500,000 shares of the Company’s restricted common stock at $ 0.03 per share, valued at $ 9,645,000 , and the issuance of promissory notes with two-year term period with a principal amount of $ 20,355,000 .

321,500,000 shares were issued on May 12, 2021 and the promissory notes were issued on May 12, 2021.

The face value (principal) amount of $ 20,355,000 is repayable by May 12, 2023, and bearing zero coupon interest.

The promissory note is priced at $ 16,290,550 considering the current market interest rate.

This acquisition is currently in progress and the completion of the S&P Agreement is subject to all such acts necessary, including but not limited to auditing and due diligence exercise to ascertain the valuation of Bio Resources Limited.

The consideration shall be refundable if the transaction fails to complete.

On June 9, 2021, the Company entered into a Settlement of Debt Agreement (the “Debt Settlement Agreement”) with the Company’s creditors Beijing ChangxinWanlin Technology Co., Ltd, Federal Mining Resources Ltd, Federal Capital Investment Limited and Yorkshire Capital Limited (collectively the “Creditors”) to convert a total of USD1,945,096 of the Company’s accounts payable to the Creditors into equity by increasing the share capital by means of a subscription for 64,836,533 new restricted shares of the Company’s common stock at a subscription price of $0.03 per share.

As set out in the Debt Settlement Agreements, the new restricted shares for settlement of the account payable to Beijing ChangxinWanlin Technology Co., Ltd, Federal Mining Resources Ltd and Federal Capital Investment Limited issued to their nominee Internet.com Ltd on June 9, 2021.

On June 11, 2021, GBL entered into a Sale and Purchase of Assets Agreement (the “SPA Agreement”) to purchase a factory site from a Malaysia company Segama Ventures SdnBhd (“Segaman Ventures”), an unrelated third party, in order to expand the Company’s biofraction plant in Malaysia.

Under the terms of the SPA Agreement, the acquisition is satisfied by cash payment of $ 1,600,000 in two instalments of $800,000 each, one payment upon signing the SPA Agreement, and the second payment within three (3) months from the date of the SPA Agreement.

A deposit of $ 800,000 was paid to Segaman Ventures on June 10, 2021.

The consideration shall be refundable if the transaction fails to complete.

On June 17, 2021, the Company through its prospective indirect subsidiary Bio Resources Limited (“BRL”), a company incorporated under the laws of the Labuan, entered into a Shares Sale Agreement with HermalisBintiMohmad Tahir (“Hermalis”), a company incorporated under the laws of the Malaysia, to acquire the entire issued and paid-up share capital of Global Renewables.

Under the terms of the Shares Sale Agreement, the consideration for the acquisition shall be satisfied in full by the payment of Malaysia Ringgit MYR 25,000 upon the execution of the Shares Sale Agreement.

The acquisition of Global Renewables was subject to the successful completion of the acquisition of the entire issued and paid-up share capital of BRL.

Therefore, the acquisition of Global Renewables will dependent upon the successful acquisition of BRL.

On June 18, 2021, GBL entered into a Shares Sale Agreement with Lamax Gold Limited (“LGL”), a company incorporated under the laws of the British Virgin Islands, in relation to acquisition of the remaining 15% of the issued and paid-up share capital of CSB.

Prior to this acquisition, GBL owned 85% equity in CSB.

Upon completion of the acquisition, GBL would own the entire issued and paid-up share capital of CSB.

Under the terms of the Shares Sale Agreement, the consideration for the acquisition shall be satisfied in full by the payment of Malaysia Ringgit MYR 150,000 ($36,130) upon the execution of the Shares Sale Agreement.

A deposit of MYR 150,000 ($36,130) was paid to LGL on June 21, 2021.

The consideration shall be refundable if the transaction fails to complete.

On August 10, 2021, the Company formed a wholly owned subsidiary, Verde Renewables, Inc., for the purpose of conducting business in Missouri (using palm waste to create biochar and related products).

Another entity, Verde Estates, LLC, was also formed on August 10, 2021 to own property in Missouri.

Verde Estates, LLC is a wholly owned subsidiary of Verde Renewables, Inc.

On November 15, 2021, the Company formed a wholly owned subsidiary, Verde Life Inc., an Oregon corporation for the purpose of conducting business in the distribution of THC-free cannabinoid products.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1 unchanged sentence

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.

The results of operations for the periods ended March 31, 2021 are not necessarily indicative of the operating results for the full years.

The results of operations for the periods ended September 30, 2021 are not necessarily indicative of the operating results for the full years.

Basis of Presentation

5 unchanged sentences

The condensed consolidated financial statements include the financial statements of Verde Resources, Inc., its wholly owned subsidiary Gold Billion Global Limited (“GBL”) and the 85 % of the deemed subsidiary variable interest of Champmark SDN BHD (“CSB”).

All inter-company balances and transactions between the Company and variable interest entity (VIE) have been eliminated upon consolidation.

All inter-company balances and transactions between the Company and its subsidiary and variable interest entity (VIE) have been eliminated upon consolidation.

The Company has adopted ASC Topic 810-10-5-8, “Variable Interest Entities”, which requires a variable interest entity or VIE to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns.

Variable Interest Entity

Variable Interest Entity and Indirect Subsidiary

On July 1, 2013, the Company’s subsidiary, GBL entered into a series of agreements (“VIE agreements”) with FMR and details of the VIE agreements are as follows :

13 unchanged sentences

GBL then became 85 % shareholder of CSB and is required to consolidate CSB as a subsidiary.

On June 18, 2021, GBL entered into a Shares Sale Agreement to acquire the remaining 15 % of the issued and paid-up share capital of CSB.

GBL would own the entire issued and paid-up share capital of CSB upon completion of the acquisition.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States of America 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.

The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business slowdowns or shutdowns, depress demand for the Company’s business, and adversely impact its results of operations.

The Company expects uncertainties around its key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic.

Its estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in its consolidated financial statements.

Identified below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the Company believes are the most critical to fully understanding and evaluating its unaudited condensed consolidated financial statements.

Cash and Cash Equivalents

Cash and cash equivalents include 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 $27,629 and $24,027 in cash and cash equivalents at March 31, 2021 and June 30, 2020, respectively.

The Company had $ 1,799,095 and $ 2,117,622 in cash and cash equivalents at September 30, 2021 and June 30, 2021, respectively.

Concentrations of Credit Risk

5 unchanged sentences

The Company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.

Property, plant and equipment

Property, plant and equipment are stated at cost.

The straight-line depreciation method is used to compute depreciation over the estimated useful lives of the assets with a 5% estimated residual values, as follows:

Land & Buildings

Furniture, fixture and electronic equipment

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 consolidated statements of income and other comprehensive income in other income or expenses.

Accounts Receivable

3 unchanged sentences

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 and, the Company has no allowance for doubtful accounts, as per management’s judgment based on their best knowledge.

As of March 31, 2021 and June 30, 2020, the longest credit term for certain customers are 60 days.

At September 30, 2021 and June 30, 2021, the Company has no allowance for doubtful accounts, as per management’s judgment based on their best knowledge.

As of September 30, 2021 and June 30, 2021, the longest credit term for certain customers are 60 days.

Provision for Doubtful Accounts

1 unchanged sentence

In determining the amount of the reserve, the Company makes judgments about the creditworthiness of customers based on past collection experience and ongoing credit risk evaluations.

At March 31, 2021 and June 30, 2020 there was no allowance for doubtful accounts.

At September 30, 2021 and June 30, 2021 there was no allowance for doubtful accounts.

ASC Topic 820 “Fair Value Measurement and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

12 unchanged sentences

ASC 820 requires companies to disclose assets and liabilities measured on a non-recurring basis in the period in which the re-measurement at fair value is performed.

The Company did not have any convertible bonds as of March 31, 2021 and June 30, 2020.

The Company did not have any convertible bonds as of September 30, 2021 and June 30, 2021.

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 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 September 30, 2021 and June 30, 2021.

The operating lease is included in operating lease right-of-use assets, operating lease liabilities-current and operating lease liabilities-non-current in the consolidated balance sheets at September 30, 2021 and June 30, 2021.

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 842.

Foreign Currency Translation

5 unchanged sentences

The resulting exchange differences are recorded in the consolidated statement of operations.

September 30,

Period-end MYR :

2 unchanged sentences

$1 exchange rate

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 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 505-50 “Equity-Based Payments to Non-Employees.

Comprehensive Income

2 unchanged sentences

Comprehensive income includes net income and the foreign currency translation changes.

Related Party

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.

Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation.

Non-controlling Interest

The Company’s non-controlling interest represents the minority shareholder’s ownership interest related to the Company’s subsidiary, CSB.

The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the Consolidated Balance Sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common shareholders on the face of the Consolidated Statements of Operations.

The Company’s equity interest in CSB is 85.0 % and the non-controlling stockholder’s interest is 15 %.

This is reflected in the Consolidated Statements of Equity.

Segment Reporting

4 unchanged sentences

The Company has been primarily engaged in the acquisition, exploration, and development of mining properties.

The Company was no longer considered an exploration stage company after the reverse take-over with its subsidiary GBL.

The Company was no longer considered an exploration stage after the reverse take-over with its subsidiary GBL.

Mineral property acquisition and exploration costs are expensed as incurred.

9 unchanged sentences

Revenue Recognition

In accordance with the ASC Topic 605, “Revenue Recognition”, the Company recognizes revenue when persuasive evidence of an arrangement exists, transfer of title has occurred or services have been rendered, the selling price is fixed or determinable and collectibility is reasonably assured.

The Company derives revenues primarily from the sales of gold mineral to registered gold trading companies in Malaysia.

The Company generally recognizes its revenues at the time of gold sales and its selling price is determined by the prevailing market value of gold bullion quoted by the leading registered gold trading company in Malaysia.

Sales invoice will be duly presented to the trading companies when delivery is completed and revenue is then recognized.

Cost of Revenue

The cost of revenue consists of exploration cost, mine equipment depreciation, production cost, mine site management cost, sub-contractor cost, and royalty and tribute payment which are levied on the gross revenue at the rate of 18% on the invoiced value of gold sales.

Advertising Expenses

Advertising costs are expensed as incurred under ASC Topic 720, “Advertising Costs” .

Advertising expenses incurred for the periods ended March 31, 2021 and June 30, 2020 were $0.

In accordance with the ASC Topic 606, “Revenue from Contracts with Customers”, the Company recognizes revenue when persuasive evidence of an arrangement exists, transfer of title has occurred or services have been rendered, the selling price is fixed or determinable and collectibility is reasonably assured.

The Company derives revenues primarily from the sales of gold mineral or other minerals to registered gold trading companies or other customers in Malaysia.

The Company generally recognizes its revenues 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.

The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, “Accounting for Income Taxes” (“ASC 740”).

5 unchanged sentences

Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

As of March 31, 2021 and June 30, 2020, the Company did not have any significant unrecognized uncertain tax positions.

As of September 30, 2021 and June 30, 2021, the Company did not have any significant unrecognized uncertain tax positions.

Recent Accounting Pronouncements

The FASB has issued Accounting Standards Update (ASU) No.

2018-01, Leases (Topic 842):Land Easement Practical Expedient for Transition to Topic 842, which clarifies the application of the new leases guidance to land easements and eases adoption efforts for some land easements.

ASU 2018-01 is expected to reduce the cost of adopting the new leases standard for certain land easements.

It is also an attempt to help ensure that companies can make a successful transition to the standard without compromising the quality of information provided to investors about these transactions.

Land easements (also commonly referred to as rights of way) represent the right to use, access, or cross another entity’s land for a specified purpose.

Land easements are used by utility and telecommunications companies, for example, when they need to take a small strip of land, or easement, to bury wires.

Not all companies have historically accounted for them as leases.

Stakeholders pointed out that the requirement to evaluate all old and existing land easements, sometimes numbering in the tens of thousands, to determine if they meet the definition of a lease under the new standard could be very costly.

They also noted there would be limited benefit to applying this requirement, as many of their land easements would not meet the definition of a lease, or even if they met that definition, many of their easements are prepaid and, therefore, already are recognized on the balance sheet.

The land easements ASU addresses this by:

Providing an optional transition practical expedient that, if elected, would not require an organization to reconsider their accounting for existing land easements that are not currently accounted for under the old leases standard;

Clarifying that new or modified land easements should be evaluated under the new leases standard, once an entity has adopted the new standard.

The FASB issued an Accounting Standards Update (ASU) that helps organizations address certain stranded income tax effects in accumulated other comprehensive income (AOCI) resulting from the Tax Cuts and Jobs Act.

2018-02, Income Statement—Reporting Comprehensive Income (Topic 220):

Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, provides financial statement preparers with an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the change in the U.S.

federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded.

The ASU requires financial statement preparers to disclose:

A description of the accounting policy for releasing income tax effects from AOCI;

Whether they elect to reclassify the stranded income tax effects from the Tax Cuts and Jobs Act;

Information about the other income tax effects that are reclassified.

The amendments affect any organization that is required to apply the provisions of Topic 220, Income Statement—Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP.

The amendments are effective for all organizations for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years.

Early adoption is permitted.

Organizations should apply the proposed amendments either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S.

federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized.

ASU 2018-05 adds the following guidance, among other things, to the FASB Accounting Standards Codification™ regarding the Act:

Question 1:If the accounting for certain income tax effects of the Act is not completed by the time a company issues its financial statements that include the reporting period in which the Act was enacted, what amounts should a company include in its financial statements for those income tax effects for which the accounting under Topic 740 is incomplete?

Answer 1:In a company’s financial statements that include the reporting period in which the Act was enacted, a company must first reflect the income tax effects of the Act in which the accounting under Topic 740 is complete.

These completed amounts would not be provisional amounts.

The company would then also report provisional amounts for those specific income tax effects of the Act for which the accounting under Topic 740 will be incomplete, but a reasonable estimate can be determined.

For any specific income tax effects of the Act for which a reasonable estimate cannot be determined, the company would not report provisional amounts and would continue to apply Topic 740 based on the provisions of the tax laws that were in effect immediately prior to the Act being enacted.

For those income tax effects for which a company was not able to determine a reasonable estimate (such that no related provisional amount was reported for the reporting period in which the Act was enacted), the company would report provisional amounts in the first reporting period in which a reasonable estimate can be determined.

If an entity accounts for certain income tax effects of the Act under a measurement period approach, what disclosures should be provided?

Answer 2:The staff believes an entity should include financial statement disclosures to provide information about the material financial reporting impacts of the Act for which the accounting under Topic 740 is incomplete, including:

Qualitative disclosures of the income tax effects of the Act for which the accounting is incomplete;

Disclosures of items reported as provisional amounts;

Disclosures of existing current or deferred tax amounts for which the income tax effects of the Act have not been completed;

The reason why the initial accounting is incomplete;

The additional information that is needed to be obtained, prepared, or analyzed in order to complete the accounting requirements under Topic 740;

The nature and amount of any measurement period adjustments recognized during the reporting period;

The effect of measurement period adjustments on the effective tax rate;

When the accounting for the income tax effects of the Act has been completed.

ASU 2018-05 is effective upon inclusion in the FASB Codification.

The FASB has issued an Accounting Standards Update (ASU) 2018-07 intended to reduce cost and complexity and to improve financial reporting for nonemployee share-based payments.

The ASU expands the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services.

Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned.

The ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Non-Employees.

The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year.

For all other companies, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020.

Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers.

FASB Releases ASU No.

The FASB has released Accounting Standards Update (ASU) No.

2018-09, Codification Improvements.

ASU 2018-09 affects a wide variety of Topics in the Codification including:

Amendments to Subtopic 220-10,Income Statement— Reporting Comprehensive Income—Overall.

The guidance in paragraph 220-10-45-10B(b) states that taxes not payable in cash are required to be reported as a direct adjustment to paid-in capital.

This requirement conflicts with other guidance in Topic 740,Income Taxes, Subtopic 805-740,Business Combinations—Income Taxes, and Subtopic 852-740,Reorganizations—Income Taxes, which generally states that income taxes and adjustments to those accounts upon a business combination or a bankruptcy that is eligible for fresh-start reporting must be recognized in income.

2018-09 clarifies the guidance in paragraph 220-10-45-10B by removing the generic phrase taxes not payable in cash and adding guidance that is specific to certain quasi-reorganizations.

Amendments to Subtopic 470-50,Debt—Modifications and Extinguishments.

The guidance in paragraph 470-50-40-2 requires that the difference between the reacquisition price of debt and the net carrying amount of extinguished debt be recognized in income in the period of extinguishment.

The guidance in that paragraph was not amended by FASB Statement No.

155, Accounting for Certain Hybrid Financial Instruments, or FASB Statement No.

159,The Fair Value Option for Financial Assets and Financial Liabilities;

therefore, it does not specifically address extinguishments of debt when the fair value option is elected.

2018-09 clarifies that:

When the fair value option has been elected on debt that is extinguished, the net carrying amount of the extinguished debt equals its fair value at the reacquisition date, and

Related gains or losses in other comprehensive income must be included in net income upon extinguishment of the debt.

Amendments to Subtopic 480-10, Distinguishing Liabilities from Equity—Overall.

The guidance in paragraph 480-10-25-15 prohibits the combination of freestanding financial instruments within the scope of Subtopic 480-10 with noncontrolling interest, unless the combination is required by Topic 815,Derivatives and Hedging.

The example in paragraphs 480-10-55-55 and 480-10-55-59 conflicts with that guidance by stating that freestanding option contracts with the terms in Derivative 2 should be accounted for on a combined basis with the noncontrolling interest.

The source of the example in paragraph 480-10-55-59 is from EITF Issue No.

00-4, “Majority Owner’s Accounting for a Transaction in the Shares of a Consolidated Subsidiary and a Derivative Indexed to the Noncontrolling Interest in That Subsidiary.” Issue 00-4 was nullified by FASB Statement No.

150,Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, but a conforming amendment to the example in paragraph 480-10-55-59 was not made to align it with the guidance in Statement 150.

The amendment in this Update conforms the guidance in paragraphs 480-10-55-55 and 480-10-55-59 with the guidance in Statement 150.

Amendments to Subtopic 718-740,Compensation—Stock Compensation—Income Taxes.

The guidance in paragraph 718-740-35-2, as amended, is unclear on whether an entity should recognize excess tax benefits (or tax deficiencies) for compensation expense that is taken on the entity’s tax return.

The amendment to paragraph 718-740-35-2 in ASU No.

2018-09 clarifies that an entity should recognize excess tax benefits (that is, the difference in tax benefits between the deduction for tax purposes and the compensation cost recognized for financial statement reporting) in the period when the tax deduction for compensation expense is taken on the entity’s tax return.

This includes deductions that are taken on the entity’s return in a different period from when the event that gives rise to the tax deduction occurs and the uncertainty about whether (1) the entity will receive a tax deduction and (2) the amount of the tax deduction is resolved.

Amendments to Subtopic 805-740,Business Combinations— Income Taxes.

The amendments to paragraph 805-740-25-13 removes a list of three methods for allocating the consolidated tax provision to an acquired entity after acquisition that is inconsistent with guidance in Topic 740.

The three methods for tax allocation described in paragraph 805-740-25-13 do not follow the broad principles of being systematic, rational, and consistent with Topic 740.

The amendment removes the allocation methods in paragraph 805-740-25-13 and conforms the guidance in Subtopic 805-740 with the guidance in Topic 740.

Amendments to Subtopic 815-10,Derivatives and Hedging— Overall.

The amendment to paragraphs 815-10-45-4 and 815-10-45-5 in ASU No.

2018-09 clarifies the circumstances in which derivatives may be offset.

Under certain specific conditions, derivatives may be offset if three of the four criteria in paragraph 210-20-45-1 are met.

One of the criteria—the intent to set off—is not required to offset derivative assets and liabilities for certain amounts arising from derivative instruments recognized at fair value and executed with the same counterparty under a master netting agreement.

Amendments to Subtopic 820-10,Fair Value Measurement— Overall.

The amendments to paragraph 820-10-35-16D in ASU No.

2018-09 clarify the Board’s decisions about the measurement of the fair value of a liability or instrument classified in a reporting entity’s shareholder’s equity from the perspective of a market participant that holds an identical item as an asset at the measurement date.

A technical inquiry questioned how transfer restrictions embedded in an asset should affect the fair value of the corresponding liability or equity instrument from the perspective of the issuer.

The amendments correct the wording of paragraph 820-10-35-16D to clarify how an entity should account for those restrictions.

The amendments are not intended to substantively change the application of GAAP.

However, it is possible that the amendments may result in a change to existing practice for some entities.

The amendments to paragraphs 820-10-35-18D through 35-18F and 820-10-35- 18H through 35-18L revise the current guidance to allow portfolios of financial instruments and nonfinancial instruments accounted for as derivatives in accordance with Topic 815 to use the portfolio exception to valuation.

The amendments improve guidance by adding wording that explicitly states that a group of financial assets, financial liabilities, nonfinancial items accounted for as derivatives in accordance with Topic 815, or a combination of these items that otherwise meet the criteria to do so are permitted to apply the portfolio exception for measuring fair value of the group.

This allows entities to measure fair value on a net basis for those portfolios in which financial assets and financial liabilities and nonfinancial instruments are managed and valued together.

Amendments to Subtopic 940-405, Financial Services—Brokers and Dealers—Liabilities.

Paragraph 940-405-55-1 contains incomplete guidance about offsetting on the balance sheet.

The current guidance focuses only on explicit settlement dates as a determining criterion for offsetting when, in fact, an entity should consider all the requirements in Section 210-20-45,Balance Sheet—Offsetting—Other Presentation Matters, to determine whether a right of offset exists.

There is similar guidance in paragraph 942-210-45-3.

Paragraphs 940-405-55-1 and 942-210-45- 3 originated from two different AICPA Audit and Accounting Guides and paraphrase the guidance in Subtopic 210-20, albeit each slightly differently.

The Board decided to amend both paragraphs so that the industry Topic guidance refers to the complete guidance for offsetting.

Amendments to Subtopic 962-325,Plan Accounting—Defined Contribution Pension Plans—Investments—Other.

The amendment to Subtopic 962-325 removes the stable value common collective trust fund from the illustrative example in paragraph 962-325-55-17 to avoid the interpretation that such an investment would never have a readily determinable fair value and, therefore, would always use the net asset value per share practical expedient.

Rather, a plan should evaluate whether a readily determinable fair value exists to determine whether those investments may qualify for the practical expedient to measure at net asset value in accordance with Topic 820.

Transition and Effective Date.

The transition and effective date guidance is based on the facts and circumstances of each amendment.

Some of the amendments in ASU No.

2018-09 do not require transition guidance and will be effective upon issuance of ASU No.

However, many of the amendments do have transition guidance with effective dates for annual periods beginning after December 15, 2018, for public business entities.

In addition, there are some conforming amendments in ASU No.

2018-09 that have been made to recently issued guidance that is not yet effective that may require application of the transition and effective date guidance in the original ASU.

For example, there are conforming amendments to Topic 820 and Subtopic 944-310, Financial Services—Insurance—Receivables, that are related to the amendments in Accounting Standards Update No.

2016-01, Financial Instruments—Overall (Subtopic 825-10):

Recognition and Measurement of Financial Assets and Financial Liabilities, which require application of the transition and effective date guidance in that ASU.

The FASB has issued Accounting Standards Update (ASU) No.

2018-10, Codification Improvements to Topic 842, Leases.

2018-10, among other things, amends Topic 842 as follows:

Residual Value Guarantees - Paragraph 460-10-60-32 in Topic 460, Guarantees - This paragraph incorrectly refers readers to the guidance in Topic 842 about sale-leaseback-sublease transactions, when, in fact, it should refer readers to the guidance about guarantees by a seller-lessee of the underlying asset’s residual value in a sale and leaseback transaction.

The amendment corrects the cross-reference in paragraph 460-10-60-32.

Rate Implicit in the Lease - The amendment clarifies that a rate implicit in the lease of zero should be used when applying the definition of the term “rate implicit” in the lease results in a rate that is less than zero.

Lessee Reassessment of Lease Classification - The amendment consolidates the requirements about lease classification reassessments into one paragraph and better articulates that an entity should perform the lease classification reassessment on the basis of the facts and circumstances, and the modified terms and conditions, if applicable, as of the date the reassessment is required.

Lessor Reassessment of Lease Term and Purchase Option - The amendment clarifies that a lessor should account for the exercise by a lessee of an option to extend or terminate the lease or to purchase the underlying asset as a lease modification unless the exercise of that option by the lessee is consistent with the assumptions that the lessor made in accounting for the lease at the commencement date of the lease (or the most recent effective date of a modification that is not accounted for as a separate contract).

Variable Lease Payments That Depend on an Index or a Rate - The amendment clarifies that a change in a reference index or rate upon which some or all of the variable lease payments in the contract are based does not constitute the resolution of a contingency subject to the guidance in paragraph 842-10-35-4(b).

Variable lease payments that depend on an index or a rate should be remeasured, using the index or rate at the remeasurement date, only when the lease payments are remeasured for another reason (that is, when one or more of the events described in paragraph 842-10-35- 4(a) or (c) occur or when a contingency unrelated to a change in a reference index or rate under paragraph 842-10-35-4(b) is resolved).

Investment Tax Credits - There is an inconsistency in terminology used about the effect that investment tax credits have on the fair value of the underlying asset between the definition of the term rate implicit in the lease and the lease classification guidance in paragraph 842-10-55-8.

The amendment removes that inconsistency by clarifying that the period covered by a lessor-only option to terminate the lease is included in the lease term.

Lease Term and Purchase Option - The description in paragraph 842-10-55- 24 about lessor-only termination options is inconsistent with the description in paragraph 842-10-55- 23 about the noncancellable period of a lease.

The amendment removes that inconsistency by clarifying that the period covered by a lessor-only option to terminate the lease is included in the lease term.

Transition Guidance for Amounts Previously Recognized in Business Combinations - The transition guidance for lessors in paragraph 842-10-65-1(h)(3) is unclear because it relates to leases classified as direct financing leases or sales-type leases under Topic 840, while the lead-in sentence to paragraph 842-10-65-1(h) provides transition guidance for leases classified as operating leases under Topic 840.

The amendment clarifies that paragraph 842-10-65-1(h)(3) applies to lessors for leases classified as direct financing leases or sales-type leases under Topic 842, not Topic 840.

In other words, paragraph 842- 10-65-1(h)(3) applies when an entity does not elect the package of practical expedients in paragraph 842-10-65-1(f), and, for a lessor, an operating lease acquired as part of a previous business combination is classified as a direct financing lease or a sales-type lease when applying the lease classification guidance in Topic 842.

The amendment also cross-references to other transition guidance applicable to those changes in lease classification for lessors.

Certain Transition Adjustments - The amendments clarify whether to recognize a transition adjustment to earnings rather than through equity when an entity initially applies Topic 842 retrospectively to each prior reporting period.

Transition Guidance for Leases Previously Classified as Capital Leases under Topic 840 - Paragraph 842-10-65-1(r) provides guidance to lessees for leases previously classified as capital leases under Topic 840 and classified as finance leases under Topic 842.

Paragraph 842-10-65-1(r)(4) provides subsequent measurement guidance before the effective date when an entity initially applies Topic 842 retrospectively to each prior reporting period, but it refers readers to the subsequent measurement guidance in Topic 840 about operating leases.

It should refer them to the subsequent measurement guidance applicable to capital leases.

The amendment corrects that reference.

Transition Guidance for Modifications to Leases Previously Classified as Direct Financing or Sales-Type Leases under Topic 840 - Paragraph 842-10-65-1(x) provides transition guidance applicable to lessors for leases previously classified as direct financing leases or sales-type leases under Topic 840 and classified as direct financing leases or sales-type leases under Topic 842.

For modifications to those leases beginning after the effective date, paragraph 842-10-65-1(x)(4) refers readers to other applicable guidance in Topic 842 to account for the modification, specifically paragraphs 842-10-25-16 through 25- 17, depending on how the lease is classified after the modification.

Stakeholders noted that it should refer to how the lease is classified before the modification to be consistent with the guidance provided in paragraphs 842-10-25-16 through 25-17.

The amendment corrects that inconsistency.

Transition Guidance for Sale and Leaseback Transactions - The amendments clarify that the transition guidance on sale and leaseback transactions in paragraph 842-10-65-1(aa) through (ee) applies to all sale and leaseback transactions that occur before the effective date and corrects the referencing issues noted.

Impairment of Net Investment in the Lease - Paragraph 842-30-35-3 provides guidance to lessors for determining the loss allowance of the net investment in the lease and describes the cash flows that should be considered when the lessor determines that loss allowance.

Stakeholders questioned whether the guidance, as written, would accelerate and improperly measure the loss allowance because the cash flows associated with the unguaranteed residual asset appear to be excluded from the evaluation.

The amendment clarifies the application of the guidance for determining the loss allowance of the net investment in the lease, including the cash flows to consider in that assessment.

Unguaranteed Residual Asset - The amendment clarifies that a lessor should not continue to accrete the unguaranteed residual asset to its estimated value over the remaining lease term to the extent that the lessor sells substantially all of the lease receivable associated with a direct financing lease or a sales-type lease, consistent with Topic 840.

Effect of Initial Direct Costs on Rate Implicit in the Lease - The ordering of the illustration in Case C of Example 1 in paragraphs 842-30-55- 31 through 55-39 raised questions about how initial direct costs factor into determining the rate implicit in the lease for lease classification purposes for lessors only.

The amendment more clearly aligns the illustration to the guidance in paragraph 842-10-25-4.

Failed Sale and Leaseback Transaction - The amendment clarifies that a seller lessee in a failed sale and leaseback transaction should adjust the interest rate on its financial liability as necessary to ensure that the interest on the financial liability does not exceed the total payments (rather than the principal payments) on the financial liability.

This clarification is also reflected in the relevant illustration on failed sale and leaseback transactions that is contained in Subtopic 842-40.

FASB Issues Targeted Improvements to Lease Standard .

The FASB has issued Accounting Standards Update (ASU) No.

2018-11, Leases (Topic 842):

Targeted Improvements.

This ASU is intended to reduce costs and ease implementation of the leases standard for financial statement preparers.

“The targeted improvements in the ASU address areas our stakeholders identified as sources of unnecessary cost or complexity in the leases standard,” stated FASB Chairman Russell G.

“They represent the FASB’s commitment to proactively address implementation issues raised by our stakeholders to ensure a successful transition to the new standard without compromising the quality of information provided to investors.”

ASU 2018-11 provides a new transition method and a practical expedient for separating components of a contract.

The FASB has issued Accounting Standards Update (ASU) No.

2019-01, Leases (Topic 842):

Codification Improvements .

The new ASU aligns the guidance for fair value of the underlying asset by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance.

As a result, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply.

However, if there has been a significant lapse of time between when the underlying asset is acquired and when the lease commences, the definition of fair value (in Topic 820, Fair Value Measurement) should be applied.

The ASU also requires lessors within the scope of Topic 942, Financial Services—Depository and Lending, to present all “principal payments received under leases” within investing activities.

Finally, the ASU exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard.

In June 2016, the FASB issued Accounting Standards Update No.

2016-13, In June 2016, the FASB issued Accounting Standards Update No.

2016-13, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology.

The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification.

Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities.

Since the issuance of Update 2016-13, the Board has assisted stakeholders in implementing the amendments formally through the activities of the Credit Losses Transition Resource Group (TRG) and informally through other implementation assistance activities.

Through this assistance, the Board has identified certain areas that require clarification and improvement.

The FASB received several agenda request letters asking that the Board consider amending the transition guidance for Update 2016-13.

The entities that submitted the agenda request letters noted that certain financial statement preparers have begun (or are planning) to elect the fair value option on newly originated or purchased financial assets, although those entities historically have measured similar financial assets at amortized cost basis.

Without the targeted transition relief provided by the amendments in this Update, those entities noted that they would be required to maintain dual measurement methodologies for identical or similar financial instruments that are being managed in the same manner and that they would not provide financial statement users with decision-useful information because the financial statement information would not be comparable.

That is, the portion of an entity’s financial instruments measured at fair value may not be comparable to other identical, or similar, financial instruments measured at amortized cost basis that are owned by the same entity.

The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis.

For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets.

Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information.

Comparative Reporting at Adoption

The amendments ASU 2018-11 provide entities with an additional (and optional) transition method to adopt the new leases standard.

Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption consistent with preparers’ requests.

Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP in Topic 840, Leases.

An entity that elects this additional (and optional) transition method must provide the required Topic 840 disclosures for all periods that continue to be in accordance with Topic 840.

The amendments do not change the existing disclosure requirements in Topic 840 (for example, they do not create interim disclosure requirements that entities previously were not required to provide).

Separating Components of a Contract

The amendments in ASU 2018-11 provide lessors with a practical expedient, by class of underlying asset, to not separate nonlease components from the associated lease component and, instead, to account for those components as a single component if the nonlease components otherwise would be accounted for under the new revenue guidance (Topic 606) and both of the following are met:

The timing and pattern of transfer of the nonlease component(s) and associated lease component are the same.

The lease component, if accounted for separately, would be classified as an operating lease.

An entity electing this practical expedient (including an entity that accounts for the combined component entirely in Topic 606) is required to disclose certain information, by class of underlying asset, as specified in the ASU.

Effective Date

The amendments in ASU 2018-11 related to separating components of a contract affect the amendments in ASU No.

2016-02, which are not yet effective but can be early adopted.

For entities that have not adopted Topic 842 before the issuance of this ASU, the effective date and transition requirements for the amendments in this update related to separating components of a contract are the same as the effective date and transition requirements in ASU 2016-02.

For entities that have adopted Topic 842 before the issuance of ASU 2018-11, the transition and effective date of the amendments related to separating components of a contract in this ASU are as follows:

The practical expedient may be elected either in the first reporting period following the issuance of this ASU or at the original effective date of Topic 842 for that entity.

The practical expedient may be applied either retrospectively or prospectively.

The FASB has further issued Accounting Standards Update (ASU) No.

2019-01, Leases (Topic 842):

Codification Improvements.

The new ASU aligns the guidance for fair value of the underlying asset by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance.

As a result, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply.

The ASU also requires lessors within the scope of Topic 942, Financial Services—Depository and Lending, to present all “principal payments received under leases” within investing activities.

Finally, the ASU exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard.

All entities, including early adopters that elect the practical expedient related to separating components of a contract in this ASU must apply the expedient, by class of underlying asset, to all existing lease transactions that qualify for the expedient at the date elected.

Recently Adopted Accounting Standards

In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes (“ASU 2019-12”).

ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions and enhances and simplifies various aspects of the income tax accounting guidance in ASC 740.

ASU 2019-12 was effective July 1, 2021.

The adoption of ASU 2019-12 did not have any impact on the Company’s consolidated financial statement presentation or disclosures.

In June 2021, the FASB issued ASU No.

2021-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.

This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost.

Adoption of the ASUs is on a modified retrospective basis.

As a smaller reporting company, the standard will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022.

The Company is currently evaluating the impact that the standard will have on our consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”).

ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models.

Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components.

This modification will reduce the issue discount and result in less non-cash interest expense in financial statements.

ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares.

For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights.

ASU 2020-06 is effective for fiscal years beginning after December 15, 2023.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year.

The Company adopted ASU 2020-06 effective July 1, 2021.

The adoption of ASU 2020-06 did not have any impact on the Company’s consolidated financial statement presentation or disclosures.

Recently Issued But Not Yet Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016-13”), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.

ASU 2016-13 replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost.

ASU 2016-13 is to be adopted on a modified retrospective basis.

As a smaller reporting company, ASU 2016-13 will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022.

The Company is currently evaluating the impact that the adoption of ASU 2016-13 will have on its consolidated financial statement presentations and disclosures.

In January 2017, the FASB issued ASU No.

2017-04, Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment (“ASU 2017-04”).

ASU 2017-04 eliminates Step 2 of the two-step goodwill impairment test, under which a goodwill impairment loss was measured by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill.

ASU 2017-04 requires only a one-step quantitative impairment test, whereby a goodwill impairment loss is measured as the excess of a reporting unit’s carrying amount over its fair value (not to exceed the total goodwill allocated to that reporting unit).

Adoption of the ASUs is on a modified retrospective basis.

As a smaller reporting company, the standard will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022.

The Company is currently evaluating the impact that the adoption of ASU 2017-04 will have on its consolidated financial statement presentation or disclosures.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40):

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”).

ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument.

An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification).

ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date.

Early adoption is permitted for all entities, including adoption in an interim period.

If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period.

The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures.

The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

NOTE 3 – CASH AND CASH EQUIVALENT

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

At March 31, 2021 and June 30, 2020 cash and cash equivalents consisted of bank deposits in Malaysia bank and petty cash on hands.

NOTE 4 - ACCOUNTS RECEIVABLE, NET

Amount due from related parties at March 31, 2021 and June 30, 2020 consist of the following items:

Accounts receivable

At September 30, 2021 and June 30, 2021 cash and cash equivalents consisted of bank deposits in Malaysia bank and petty cash on hands.

NOTE 4 - OTHER RECEIVABLE, AND ADVANCED TO RELATED PARTIES -

Other receivables

Other receivables at September 30, 2021 and June 30, 2021 consist of the following items:

Other receivable (#1)

allowance for doubtful debts

The Company experienced $ nil bad debts during nine months ended March 31, 2021 and 2020.

NOTE 5 - AMOUNT DUE FROM RELATED PARTIES

Amount due from related parties at March 31, 2021 and June 30, 2020 consist of the following items:

Amount due from Stable Treasure Sdn.

(*) One of the directors of Stable Treasure Sdn.

Balakrishnan B S Muthu is also the director of the Company.

The advances related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

NOTE 6 - INVENTORIES

Inventories are valued at cost, not in excess of market.

Inventories are determined at first in first out basis and comprised of production cost, mine site management cost and sub-contractor cost.

Inventories, at March 31, 2021 and June 30, 2020 are summarized as follows:

The inventories represent the gold minerals as at March 31, 2021 and June 30, 2020, which were comprised of 8% share by the Company and 92% share by the sub-contractor and the other parties such as original mine assigner.

NOTE 7 - ACCOUNTS PAYABLE AND ADVANCED FROM RELATED PARTIES

______________

(#1) Other receivables were amounts due from Jusra Mining Merapoh Sdn Bhd, whose major shareholder Lamax Gold Limited holds 15 % of Champmark Sdn Bhd, for the sale of wash sand recognized as other income by the Company.

Advanced to related parties

Advanced from related parties at September 30, 2021 and June 30, 2021 consist of the following items:

September 30,

Advanced to Global Renewable Sdn Bhd (#1) (note 1)

______________

(#1) Balakrishnan B.S.

Muthu is the common director of Global Renewable Sdn Bhd and the Company.

The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

NOTE 5 - OPERATING LEASE

As of September 30, 2021, the Company leases minings space under a non-cancelable operating lease, with terms of two years.

Lease expense for lease payment is recognized on a straight-line basis over the lease term .

On June 14 2021, a lump sum payment of RM260,500 ($ 62,260 ) was made upfront to rent the mining space with lease period for 2 years up to June 13, 2023, and no ongoing payments will be made under the terms of these mining leases.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The table below presents the operating lease related assets and liabilities recorded on the balance sheets.

September 30 ,

Balance as at the beginning of period

Amortization charge for the year

Foreign exchange adjustment

Balance as of September 30, 2021

Amortization charge of rights of use lease assets was $ 7,776 and $nil for the period ended September 30, 2021 and 2020.

Lease term and discount rate

September 30,

Weighted-average remaining lease term - years

NOTE 6 – DEPOSIT AND PREPAYMENT

At September 30, 2021 and June 30, 2021 deposit and prepayment consists of the following:

September 30,

Deposits paid for acquisition of subsidiaries

- Bio Resources Limited (#1)

- Champmark Sdn Bhd (#2)

Deposits paid for acquisition of property, plant and equipment

- Intellectual property license (#3)

- Factory site (#4)

(#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 related third party, and other individuals unrelated third parties, in consideration of issuance of 321,500,000 shares of the Company’s restricted common stock at $ 0.03 per share, valued at $ 9,645,000 , and the issuance of promissory notes with two-year term period with a principal amount of $ 20,355,000 .

321,500,000 shares were issued on May 12, 2021 and the promissory notes were issued on May 12, 2021.

The face value (principal) amount of $ 20,355,000 is repayable by May 12, 2023, and bearing zero coupon interest.

The promissory note is priced at $ 16,290,550 considering the current market interest rate.

The consideration shall be refundable if the transaction fails to complete.

(#2) On June 18, 2021, GBL entered into a Shares Sale Agreement with Lamax Gold Limited (“LGL”), a company incorporated under the laws of the British Virgin Islands, in relation to acquisition of the remaining 15 % of the issued and paid-up share capital of CSB.

Prior to this acquisition, GBL owned 85 % equity in CSB.

Upon completion of the acquisition, GBL would own the entire issued and paid-up share capital of CSB.

Under the terms of the Shares Sale Agreement, the consideration for the acquisition shall be satisfied in full by the payment of Malaysia Ringgit MYR 150,000 ($35,843) upon the execution of the Shares Sale Agreement.

A deposit of MYR 150,000 ($ 35,843 ) was paid to LGL on June 21, 2021.

The consideration shall be refundable if the transaction fails to complete.

(#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 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.

This acquisition is currently in progress and the completion of the S&P Agreement is subject to all such acts necessary, including but not limited to due diligence exercise to ascertain the valuation of the assets of the biofraction plant and the right to use the licensed intellectual property in Sabah, Malaysia.

The consideration shall be refundable if the transaction fails to complete.

(#4) On June 11, 2021, GBL entered into a Sale and Purchase of Assets Agreement (the “SPA Agreement”) to purchase a factory site from a Malaysia company Segama Ventures Sdn Bhd (“Segaman Ventures”), an unrelated third party, in order to expand the Company’s biofraction plant in Malaysia.

Under the terms of the SPA Agreement, the acquisition is satisfied by cash payment of $ 1,600,000 in two instalments of $ 800,000 each, one payment upon signing the SPA Agreement, and the second payment within three (3) months from the date of the SPA Agreement.

A deposit of $ 800,000 was paid to Segaman Ventures on June 10, 2021.

The consideration shall be refundable if the transaction fails to complete.

NOTE 7 – ACCOUNTS PAYABLE AND ADVANCED FROM RELATED PARITES

Accounts Payable

Accounts payable at March 31, 2021 and June 30, 2020 consist of the following items:

Due to Changxin Wanlin Technology Co Ltd(*)

Accounts payable at September 30, 2021 and June 30, 2021 consist of the following items:

September 30,

Other accounts payable

(*) Due to Changxin Wanlin Technology Co Ltd are accounts payable derived from ordinary business transactions.

One of the directors of Changxin Wanlin Technology Co.

Wu Ming Ding, has resigned as director of VRDR (as of February 20, 2016), GBL (as of February 11, 2016) and CSB (as of February 17, 2016).

This accounts payable bears no interest or collateral, repayable and renewable under normal business accounts payable terms.

Advanced from related parties

Advanced from related parties at March 31, 2021 and June 30, 2020, consist of the following items:

Advanced from related parties at September 30, 2021 and June 30, 2021, consist of the following items:

September 30,

Advanced from BOG (#1)

Advanced from Federal Mining Resources Limited(#2)

Advanced from Federal Capital Investment Limited (#3)

Advanced from Yorkshire Capital Limited (#4)

(#1) BOG is one of the shareholders of the Company.

The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

(#2) One of the directors of Federal Mining Resources Limited, Mr.

Chen Ching, has been appointed as director of the Company effective February 20, 2016.

Another director of Federal Mining Resources Limited, Mr.

Wu Ming Ding, has resigned as director of the Company effective February 20, 2016.

Amounts due from directors (#5)

______________

(#1) Borneo Oil and Gas Corporation SDN (“BOG”) is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) (holding 20.0% and 23.0% of the Company’s issued and outstanding common stock as of June 30, 2021 and November 10, 2021, respectively).

BOG is one of the shareholders of the Company and did not own any shares of the Company since April 28, 2017.

The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

(#2) One of the directors of Federal Capital Investment Limited, Mr.

Wu Ming Ding, has resigned as director of the Company effective February 20, 2016.

The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

(#4) One of the directors of Yorkshire Capital Limited, Mr.

Lai Kui Shing, Andy, has resigned as director of CSB effective February 17, 2016.

Wu Ming Ding, has resigned as director of the Company effective on February 20, 2021.

The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

On June 9, 2021, the Company entered into a Settlement of Debt Agreement (the “Debt Settlement Agreement”) with Federal Capital Investment Limited, to convert a total of USD 142,000 of the Company’s accounts payable to the creditor as of December 31, 2020 into equity by means of a subscription for 4,733,333 new restricted shares of the Company’s common stock at a subscription price of $0.03 per share.

(#3) Carl Craven, a director of the Company, paid $ 127 in expenses on behalf of the Company.

Yau Cho Soo, a director of Verde Renewables, Inc., paid $ 164 in expenses on behalf of the Company.

NOTE 8 – PROPERTY, PLANT AND EQUIPMENT

Property and equipment at March 31, 2021 and June 30, 2020 are summarized as follows:

Property and equipment at September 30, 2021 and June 30, 2021 are summarized as follows:

September 30,

Land and Building

4 unchanged sentences

Accumulated depreciation

The depreciation expenses charged for the period ended March 31, 2021 and 2020 was $129 and $126.

( 1,670,083 )

( 1,682,358 )

The depreciation expenses charged for the period ended September 30, 2021 and 2020 was $1,086 and $ 42 .

Included in property, plant and equipment, was assets under finance leases of $62,643 and nil as of September 30, 2021 and June 30, 2021, respectively.

The amount of related depreciation expenses related to assets under finance leases were $1,044and nil for the three months ended of September 30, 2021 and 2020, respectively.

NOTE 9 – FINANCE LEASE LIABILITIES

The loans from a hire purchase creditor include long term and short term and are summarized as follow:

September 30,

Current finance lease liabilities

Non-current finance lease liabilities

A hire purchase installment loan with total amount $ 62,643 and nil as at September 30, 2021 and June 30, 2021 are $ 62,643 and nil net of interest charges equivalent to interest nil and nil are summarized as follows:

September 30,

Finance lease liabilities in the United States of America

Finance lease liabilities to a hire purchase creditor

The scheduled maturities of the finance lease liabilities installment loans are as follows:

September 30,

Total minimum finance lease liabilities installment payment

Imputed interest

Present value of net minimum lease payments (#)

(#) Minimum payment reflected in the balance sheet as current and noncurrent obligations under finance lease liabilities as at September 30, 2021.

NOTE 10 - PROMISSORY NOTES

On May 10, 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 un-related third party, and other individuals unrelated third parties, in consideration of issuance of 321,500,000 shares of the Company’s restricted common stock at $ 0.03 per share, valued at $ 9,645,000 , and the issuance of promissory notes with two-year term period with a principal amount of $ 20,355,000 .

321,500,000 shares were issued on May 12, 2021 and the promissory notes were issued on May 12, 2021.

The face value (principal) amount of $ 20,355,000 is repayable by May 12, 2023, and bearing zero coupon interest.

The fair value of the outstanding promissory notes 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:

Balance at the beginning of period

Promissory notes issued to unrelated third parties at fair value

Interest expense

Balance at the end of period

The Company recorded $ 470,766 and $nil interest expense for the period ended September 30, 2021 and 2020, respectively.

NOTE 11 – INCOME TAX

3 unchanged sentences

corporate income tax rate to 21 %, effective January 1, 2018.

No provision for income taxes in the United States has been made as the Company had no taxable income for the periods ended March 31, 2020 and 2019.

No provision for income taxes in the United States has been made as the Company had no taxable income for the periods ended September 30, 2021 and 2020.

GBL is a British Virgin Islands incorporated company and not required to pay income tax on corporate income.

1 unchanged sentence

A reconciliation between the income tax computed at the relevant statutory rate and the Company’s provision for income tax is as follows:

US Federal Income Tax Rate.

Valuation allowance – US Rate

BVI Income Tax Rate

Valuation allowance – BVI Rate

Malaysia Income Tax Rate

Valuation allowance – Malaysia Rate

Provision for income tax

September 30,

Loss before income taxes

Non-deductible items/non-taxable income

Tax effect of tax exempt entity

Share based payments

Changes in valuation allowances

Effect of different tax rate of subsidiaries operating in other jurisdictions

Effective tax rate

Summary of the Company’s net deferred tax liabilities and assets are as follows:

September 30,

Deferred tax assets:

1 unchanged sentence

Valuation allowances

( 1,206,271 )

( 1,198,944 )

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 recognized in the consolidated statement of operations.

The Company did not have any interest and penalty provided or recognized in the income statements for period March 31, 2021 and June 30, 2020 or balance sheet as of March 31, 2021 and June 30, 2020.

The Company did not have any interest and penalty provided or recognized in the income statements for period September 30, 2021 and June 30, 2021 or balance sheet as of September 30, 2021 and June 30, 2021.

The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months.

NOTE 12 – COMMITMENTS AND CONTINGENCIES

As at March 31, 2021, the Company’s hire purchase installment agreements are disclosed in Note 8.

See Note 8 for the commitments for minimum installment payments under these agreements.

NOTE 11 - EARNINGS/(LOSS) PER SHARE

As of September 30, 2021, the Group had the following contracted capital commitments:

September 30,

For purchase of property, plant and equipment

For acquisition of subsidiary

NOTE 13 – LOSS PER SHARE

The Company has adopted ASC Topic No.

3 unchanged sentences

Three Months Ended

Net loss applicable to common shares

Weighted average common shares outstanding (Basic)

Weighted average common shares outstanding (Diluted)

Net loss per share (Basic and Diluted)

Nine Months Ended

Net profit (loss) applicable to common shares

September 30,

Net income(loss) applicable to common shares

$ ( 818,293 )

Weighted average common shares outstanding (Basic)

Weighted average common shares outstanding (Diluted)

Net profit (loss) per share (Basic and Diluted)

Net income(loss) per share (Basic and Diluted)

*Less than $0.01 per share

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

7 unchanged sentences

Share Issuance

On June 15, 2020, the Company issued a total of 1,000,000 common shares for US$12,000 at US$0.012 per share, of which 50,000 common shares to each of the twenty non-US shareholders.

There were 116,038,909 common shares issued and outstanding at March 31, 2021 and June 30, 2020 respectively.

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 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 May 12, 2021, the Company, through its wholly-owned subsidiary GBL, entered into a Share Sale Agreement in relation to acquisition of the entire issued and paid-up share capital of Bio Resources Limited with Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an unrelated third party and other individuals unrelated third parties, in consideration of issuance of 321,500,000 shares of the Company’s restricted common stock at $ 0.03 per share, valued at $ 9,645,000 , and the issuance of promissory notes two-year term period a principal amount of $ 20,355,000 .

321,500,000 shares were issued on May 12, 2021 and the promissory notes were issued on May 12, 2021.

The face value (principal) amount of $ 20,355,000 is repayable by May 12, 2023, and bearing zero coupon interest.

The promissory note is priced at $ 16,290,550 considering the current market interest rate.

On June 4, 2021, the Company issued a total of 65,900,000 restricted common shares for US$ 1,647,500 at US$ 0.025 per share to six non-US shareholders, who Borneo Oil Berhad and Victor Subbrayan Paul are existing shareholders

On June 9, 2021, the Company entered into a Settlement of Debt Agreement (the “Debt Settlement Agreement”) with the Company's creditors Beijing Changxin Wanlin Technology Co., Ltd, Federal Mining Resources Ltd, Federal Capital Investment Limited and Yorkshire Capital Limited (collectively the “Creditors”) to convert a total of USD 1,945,096 of the Company’s accounts payable to the Creditors into equity by increasing the share capital by means of a subscription for 64,836,533 new restricted shares of the Company’s common stock at a subscription price of $ 0.03 per share.

As set out in the Debt Settlement Agreements, the new restricted shares for settlement of the account payable to Beijing Changxin Wanlin Technology Co., Ltd, Federal Mining Resources Ltd and Federal Capital Investment Limited issued to their nominee Internet.com Ltd on June 9, 2021.

On June 10, 2021, the Company issued a total of 4,690,500 restricted common shares at US$ 0.03 per share to each of the two directors, of which 2,095,233 restricted common shares to Balakrishnan B S Muthu and 2,595,267 restricted common shares to Chen Ching to serve as a director of the Company for a one-year term (from July 1, 2020 to June 30, 2021).

An aggregate of $ 140,715 for this transaction was recognized as stock-based compensation under selling, general and administrative expenses for the year ended June 30, 2021.

Nothing was recognized for this transaction for the three months ended September 30, 2021 and 2020.

On June 10, 2021, the Company issued a total of 13,009,500 restricted common shares at US$ 0.03 per share to five consultants under the Consultant Agreements, of which 3,695,233 restricted common shares to Vincent Yong Tuck Seng, 3,695,233 restricted common shares to Lai Kui Shing Andy, 2,095,233 restricted common shares to Chan Hoi Kwong Paul, 2,095,233 restricted common shares to Sylvia Chan and 1,428,568 restricted common shares to Ng Tung to serve as a consultant of the Company for a one-year term (from June 10, 2021 to June 9, 2022.

An aggregate of $ 390,285 for this transaction, $ 34,716 was recognized as stock-based compensation according the service period under selling, general and administrative expenses for the year ended June 30, 2021.

Of the aggregate $ 390,285 for this transaction, $ 96,128 and nil were recognized for the three months ended September 30, 2021 and 2020, respectively.

On June 18, 2021, the Company issued a total of 58,100,000 restricted common shares for US$ 1,452,500 at US$ 0.025 per share to twenty-four non-US shareholders.

There were 810,742,109 and 779,742,109 common shares issued and outstanding at September 30, 2021 and June 30, 2021 respectively.

There are no preferred shares outstanding.

2 unchanged sentences

NOTE 15 – RELATED PARTY TRANSACTIONS

As of March 31, 2021, advances were made by five companies of $2,440,389 related to ordinary business transactions.

All advances related to ordinary business transactions, bear no interest or collateral, repayable and renewable under normal advancement terms.

Details are disclosed in Note 6.

As of March 31, 2021, amounts due from one company of $0 related to ordinary business transactions.

The receivable amounts related to ordinary business transactions bear no interest or collateral, repayable and renewable under normal advancement terms.

Details are disclosed in Note 4.

Related party transaction

Three months ended

September 30,

Other income - Sales of wash sand to:

Jusra Mining Merapoh Sdn Bhd (#1)

Professional services provided by:

Federal Capital Investment Limited (#2)

Related party balances

September 30,

Deposits paid for acquisition of property, plant and equipment

- Intellectual property license of Borneo Energy Sdn Bhd (#3) (note 6)

Other receivable

Jusra Mining Merapoh Sdn Bhd (#1)

(#1) Lamax Gold Limited (“LGL”) holding 15% equity interests of GBL was the major shareholder of Jusra Minging Merapoh Sdn Bhd , .

(#2) One of the directors of Federal Capital Investment Limited, Mr.

Wu Ming Ding, has resigned as director of the Company effective February 20, 2021.

(#3) Borneo Oil Berhad (“BOB”) is ultimate holding company of Borneo Energy Sdn Bhd and holding 23.0% and 23.0% of the Company’s issued and outstanding common stock as of September 30, 2021 and December28, 2021, respectively.

NOTE 16 – GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.

As of and for the period ended March 31, 2021, the Company had a net loss of $166,072 and working capital deficiency of $2,546,425.

The Company intends to fund operations through debt and equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the period ending March 31, 2021 and subsequently.

The accompanying condescend consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.

As of September 30, 2021, the Company had suffered recurring net losses and records an accumulated deficit of $ 6,731,548 .

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company intends to fund operations through debt and equity financing arrangements.

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.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 15 - CONCENTRATIONS

The Company’s major suppliers for the period ended March 31, 2021 and 2020 are listed as following:

Subcontractors

Accounts Payable

Major Suppliers

The Company’s major customers for the period ended March 31, 2021 and 2020 are listed as following:

Accounts Receivable

Major Customers

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 stock holders, in the case of equity financing.

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a global pandemic, which continues to spread around the world.

There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the Malaysia’s and global economy.

While it is difficult to estimate the financial impact of COVID-19 on the Company’s operations, management believes that COVID-19 could have a material impact on its financial results at this time.

These 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 17 – SUBSEQUENT EVENTS

On May 10, 2021, Verde Resources, Inc.

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 166,666,667 share of the Company’s stock at $0.03 per share, valued at $5,000,000.

The Company also 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 in consideration of issuance of 321,500,000 shares of the Company’s restricted common stock at $0.03 per share, valued at $9,645,000, and the issuance of promissory notes with two-year term period for the amount of $20,355,000.

Detailed transaction was filed in Form 8-K at SEC website on May 13, 2021.

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined that there are no additional material items to be required to adjust and disclose except for the above mentioned matters.

On November 15, 2021, the Company formed a wholly owned subsidiary, Verde Life Inc., an Oregon corporation for the purpose of conducting business in the distribution of THC-free cannabinoid products.

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined that there are no additional significant or material items to be required to disclose except the above mentioned matters.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements