What changed in this filing

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Item 1. Financial Statements

2022-02-22 compared with 2021-12-28 · 283 added, 141 removed, 522 unchanged (45% 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 three months ended September 30, 2021 are not necessarily indicative of the results that can be expected for the year ended June 30, 2022.

Operating results for the six months ended December 31, 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 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)

INDEX TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD OF ENDED DECEMBER 31, 2021

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

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

Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2021 and 2020 (Unaudited)

Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended December 31, 2021 and 2020 (Unaudited)

Notes to Condensed Consolidated Financial Statements (Unaudited)

1 unchanged sentence

Condensed Consolidated Balance Sheets

September 30,

(In US$ except for number of shares)

Current Assets

1 unchanged sentence

Other receivables

Advanced to related parties

Advanced to related party

Other deposit & prepayment

10 unchanged sentences

Advanced from related parties

Finance lease liabilities

Hire purchase creditor

Accrual and other payables

1 unchanged sentence

Long term Liabilities

Finance lease liabilities

Hire purchase creditors

Promissory notes

3 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, 810,742,109 and 779,742,109 shares issued and outstanding as of September 30, 2021 and June 30, 2021, 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 December 31, 2021 & June 30, 2021 respectively

Additional paid-in capital

2 unchanged sentences

( 5,913,255 )

Accumulated other comprehensive income

Accumulated other comprehensive income (loss)

Non-controlled interest

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

Total Stockholders’ Deficit

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

1 unchanged sentence

Condensed Consolidated Statements of Operations and Comprehensive Income

(In US$ except for number of shares)

Three Months Ended

September 30,

Six Months Ended

Cost of revenue

3 unchanged sentences

$ ( 359,105 )

$ ( 723,101 )

INTEREST EXPENSES

OTHER INCOME, NET

$ ( 484,168 )

$ ( 954,934 )

OTHER INCOME(EXPENSES)

NET LOSS BEFORE INCOME TAX

$ ( 843,248 )

$ ( 1,665,920 )

Provision of Income Tax

$ ( 843,248 )

Net loss attributable to non-controlled interest

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

NET INCOME (LOSS)

$ ( 1,665,920 )

Other comprehensive loss

Foreign currency translation adjustment

Non-controlled interest

Net loss contributed to the group

( 1,648,985 )

Other comprehensive income(loss)

Foreign currency translation income(loss)

$ ( 166,760 )

Comprehensive income(loss)

1 unchanged sentence

$ ( 118,184 )

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

$ ( 1,645,414 )

$ ( 258,566 )

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

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

Basic and Diluted Earnings/(Loss) per Common Share

$ ( 141,746 )

Basic and Diluted Profit (Loss) per Common Share

Weighted Average Number of Common Shares Outstanding

3 unchanged sentences

Condensed Consolidated Statements of Cash Flows

September 30,

(In US$ except for number of shares)

Cash flows from operating activities:

Net (loss) profit

Net profit (loss)

$ ( 1,665,920 )

Adjustments to reconcile loss to net cash used in operations

Stock-based compensation

Adjustments to reconcile loss to net cash used in operation

Interest expenses

Stock-based compensation

Changes in operating assets and liabilities

(Increase) decrease in:

Deposits and prepayment

Other receivables

Other deposits and prepayment

Increase (decrease) in:

2 unchanged sentences

Advanced from sub-contractor & related parties

Net cash used in by operating activities

Net cash used in operating activities

Cash flows from investing activities:

Advanced to related parties

Net cash investing activities

Net cash and cash equivalent

Advanced to related party

Payments of deposit paid for property, plant and equipment

Purchase of property, plant and equipment

Net cash used in investing activities

Cash flows from financing activities:

Repayments to hire purchase creditor

Net cash used in financing activities

Net increase (decrease) in cash and cash equivalent

Effect of exchange rate changes on cash

Net cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Cash and cash equivalents at end of year/ period

Supplementary cash flow information

2 unchanged sentences

Supplementary non-cash information

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

Purchase of property, plant under finance lease

Deposit paid for acquisition of property, plant and equipment (note 7)

Purchase of property, plant and equipment under finance lease

Increase in finance lease liabilities

1 unchanged sentence

Verde Resources, Inc.

Condensed Consolidated Statements of Changes in Equity

COMPREHENSIVE

INCOME/(LOSS)

Balance at June 30, 2020

Statement of Changes in Stockholders’ Equity (Deficit)

Six months ended December 31, 2021 and 2020 (Unaudited)

(In US$ except for number of shares)

Common Shares

Accumulated Other Comprehensive

Non-Controlling

Balance - Ju ne 30, 2020

$ ( 5,138,406 )

1 unchanged sentence

$ ( 2,293,018 )

Net income (loss) for the period

Foreign currency translation gain (loss)

Balance at September 30, 2020

Net loss for the period

Foreign currency translation gain

Balance - December 31, 2020

$ ( 5,230,212 )

1 unchanged sentence

$ ( 2,558,570 )

Balance at June 30, 2021

Balance - June 30, 2021

$ ( 5,913,255 )

2 unchanged sentences

Stock-based compensation

Net income (loss) for the period

Foreign currency translation gain (loss)

Balance at September 30, 2021

Net loss for the period

( 1,648,985 )

( 1,665,920 )

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

Foreign currency translation loss

Balance – December 31, 2021

$ ( 7,562,240 )

$ ( 458,234 )

Verde Resources, Inc.

Statement of Changes in Stockholders’ Equity (Deficit)

Three months ended December 31, 2021 and 2020

(In US$ except for number of shares)

Common Shares

Accumulated Other Comprehensive

Non-Controlling

Income (Loss)

Balance - September 30, 2020

$ ( 5,199,388 )

$ ( 426,947 )

$ ( 2,436,698 )

Net loss for the period

Foreign currency translation loss

Balance - December 31, 2020

$ ( 5,230,212 )

$ ( 443,739 )

$ ( 2,558,570 )

Balance - September 30, 2021

$ ( 6,731,548 )

$ ( 444,864 )

Shares issued for share-based compensation

Net loss for the period

Foreign currency translation loss

Balance – December 31, 2021

$ ( 7,562,240 )

$ ( 458,234 )

Verde Resources, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2021

For the three and six months ended December 31, 2020 and 2021

(In US$ except for number of shares)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

5 unchanged sentences

The major operation of GBL is to manage and monitor the mineral exploration and mining projects of FMR.

On July 1, 2013, FMR assigned its rights and obligation on Champmark Sdn Bhd (“CSB”) to GBL.

On July 1, 2013, FMR has assigned its rights and obligation on Champmark Sdn Bhd (“CSB”) to GBL.

Four of the five members of CSB Board of Directors were appointed by FMR, with two of the GBL Board of Directors currently sitting on the CSB Board.

According to ASC 810-05-08 A, CSB is a deemed subsidiary of GBL, where it has controlled the CSB Board of Directors, has assigned rights to receive future benefits and residual value and obligations to absorb loss and finance for CSB by GBL.

According to ASC 810-05-08 A, CSB is a deemed subsidiary of GBL where it has controlled the CSB Board of Directors, has assigned rights to receive future benefits and residual value, and obligation to absorb loss and finance for CSB by GBL.

GBL has the power to direct the activities of CSB that most significantly impact CSB’s economic performance and the obligation to absorb losses of CSB that could potentially be significant to the CSB or the right to receive benefits from CSB that could potentially be significant to CSB.

15 unchanged sentences

On April 1, 2014, GBL purchased 85 % equity interest of CSB, and CSB became indirect subsidiary of the Company.

Effective February 2, 2018, the Company’s Articles of Incorporation were amended to increase the authorized shares of the Company from 250,000,000 shares of common stock to 10,000,000,000 shares of common stock.

A copy of the Certificate of Amendment was filed with the Nevada Secretary of State.

Effective February 20, 2021, Mr.

2 unchanged sentences

The SC 14F1 and Form 8-K announcing the change in officers and directors were filed with SEC on February 10, 2021 and February 22, 2021 respectively.

A copy of the Certificate of Amendment was filed with the Nevada Secretary of State.

Effective March 31, 2021, Mr.

3 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 .

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 propertylicense 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.

7 unchanged sentences

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 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 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.

14 unchanged sentences

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.

Verde Renewables, Inc.

(“VRI”) was incorporated on August 10, 2021, in the State of Missouri, U.S.A.

The major operation of VRI will include management of a processing and packaging facility to process organic bio-waste into sources of renewable commodities using its biofraction technology, and distribution of biochar, wood vinegar and bio-gas.

VRI is wholly owned by the Company.

Verde Estates LLC (“VEL”) was incorporated on August 10, 2021, in the State of Missouri, U.S.A.

VEL is formed for the purpose of holding property in Missouri.

VEL is wholly owned by VRI.

Verde Life Inc.

(“VLI”) was incorporated on November 15, 2021, in the State of Oregon, U.S.A.

The major operation of VLI will include conducting business in the distribution of THC-free cannabinoid (CBD) products.

VLI is wholly owned by the Company.

On January 17, 2022, the Company formed a wholly owned subsidiary, Verde Resources (Malaysia) Sdn Bhd, a company incorporated under the laws of the Malaysia, for the purpose of conducting consultation services and distribution of renewable agricultural commodities.

On January 20, 2022, the Company has reached a mutual agreement to enter into a Supplement to Promissory Note with each of the 17 lenders (“Lenders”) of the promissory notes that were issued on May 12, 2021, to convert the total principal loan amount of $ 20,355,000 into shares of the Company’s restricted common stock priced at $ 0.0611 per share, which represents the last ninety (90) days’ volume weighted average price (VWAP) as of the market closing of January 19, 2022.

The Company and the Lenders further agreed that the actual date for the allotment and issue of new shares of the Company’s restricted common stock shall be confirmed in a subsequent written agreement.

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

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

Basis of Presentation

7 unchanged sentences

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 and Indirect Subsidiary

Variable Interest Entity

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 :

9 unchanged sentences

Debt Assignment, FMR assigned to GBL the sum of money in the amount of US Dollars One Hundred Nine Thousand Eight Hundred One And Cents Seventy-Two Only (US$ 109,801.72), now due to GBL from CSB under the financing obligation from the FMR to CSB.

With the above agreements, GBL demonstrates its ability to control CSB as the primary beneficiary and the operating results of the VIE was included in the condensed consolidated financial statements for the year ended June 30, 2014.

With the above agreements, GBL demonstrates its ability to control CSB as the primary beneficiary and the operating results of the VIE was included in the condensed consolidated financial statements.

On April 1, 2014, the Board of Director of GBL notified FMR upon the decision to exercise the right of option to purchase 85 % equity interest of CSB under Management Agreement Section 3.2.4 dated July 1, 2013 between GBL and FMR.

4 unchanged sentences

Use of Estimates

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.

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.

Actual results could differ from those estimates.

6 unchanged sentences

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

The Company had $ 1,176,729 and $ 2,117,622 in cash and cash equivalents at December 31, 2021 and June 30, 2021, respectively.

Concentrations of Credit Risk

8 unchanged sentences

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

Long Term Assets

Furniture, fixture and electronic equipment

7 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 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.

At December 31, 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 December 31, 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 September 30, 2021 and June 30, 2021 there was no allowance for doubtful accounts.

As of December 31, 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 September 30, 2021 and June 30, 2021.

The Company determines if an arrangement is a lease or contains a lease at inception.

8 unchanged sentences

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.

The Company recognized no impairment of ROU assets as of December 31, 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 December 31, 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.

11 unchanged sentences

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

Translation of amounts from RM into U.S.

dollars has been made at the following exchange rates:

Balance sheet items, except for equity accounts

June 30, 2021

RM 4.1511 to 1

September 30, 2021

Period-end MYR :

$1 exchange rate

Average MYR :

$1 exchange rate

RM 4.1876 to 1

December 31, 2021

RM 4.1667 to 1

Statement of operations and cash flow items

For the six months ended December 31, 2020

RM 4.1339 to 1

For the six months ended December 31, 2021

RM 4.1789 to 1

Stock-Based Compensation

14 unchanged sentences

This is reflected in the Consolidated Statements of Equity.

Segment Reporting

The Company currently engages in one operation segment:

The expenses incurred were consisting principally of management services.

The Company’s major operation is located in Malaysia.

Mineral Acquisition and Exploration Costs

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

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

The Company was no longer considered an exploration stage company 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 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 recognizes revenues when its customers obtain control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods.

The Company recognizes revenues following the five-step model prescribed under ASU No.

(i) identifies contract(s) with a customer;

(ii) identifies the performance obligations in the contract;

(iii) determines the transaction price;

(iv) allocates the transaction price to the performance obligations in the contract;

and (v) recognizes revenues when (or as) it satisfies the performance obligation.

Revenues are recognized when control of the promised goods or services is transferred to the customers, which may occur at a point in time or over time depending on the terms and conditions of the agreement, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

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

4 unchanged sentences

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.

Product sales

Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the customer.

The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.

Revenues from product sales are recorded net of reserves established for applicable discounts and allowances that are offered within contracts with the Company’s customers.

Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the following categories:

discounts, returns and rebates.

These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable as the amount is payable to the Company’s customer.

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

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

Recent Accounting Pronouncements

5 unchanged sentences

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):

35 unchanged sentences

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

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

At December 31, 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 receivables at December 31, 2021 and June 30, 2021 consist of the following items:

Other receivable (#1)

allowance for doubtful debts

______________

(#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 related party

Advanced from related party at December 31, 2021 and June 30, 2021 consist of the following items:

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

4 unchanged sentences

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.

As of December 31, 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.

2 unchanged sentences

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

September 30 ,

December 31 ,

Balance as at the beginning of period

1 unchanged sentence

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.

Balance as of December 31, 2021

Amortization charge of rights of use lease assets was $15,585 and $nil for the six ended December 31, 2021 and 2020, respectively.

Amortization charge of rights of use lease assets was $7,809 and $nil for the three month ended December 31, 2021 and 2020, respectively.

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,

NOTE 6 – OTHER DEPOSIT & PREPAYMENT

Other deposit & prepayment as of December 31, 2021 and June 30, 2021 consisted of the following:

Prepayments to suppliers

Prepaid operating expenses

NOTE 7 – DEPOSIT PAID FOR ACQUISITION OF SUBSIDIARIES AND PROPERTY, PLANT AND EQUIPMENT

At December 31, 2021 and June 30, 2021 deposit and prepayment consists of the following:

Deposits paid for acquisition of subsidiaries

4 unchanged sentences

- Factory site (#4)

- Security deposit of property (#5)

(#1) The Company announced the Share Sale Agreement on May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an 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 .

20 unchanged sentences

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

(#5) On February 10, 2022, the Company, through VEL, a limited liability company incorporated in the State of Missouri, which is a wholly-owned subsidiary of the Company’s wholly-owned subsidiary, Verde Renewables, Inc., entered into a Commercial Lease Agreement and Option to Purchase (the “Lease Agreement”) to rent a 24-acre property in La Belle from Jon Neal Simmons and Betty Jo Simmon (the “Landlord”) in order to kickstart carbon farming with biochar in Missouri.

Under the Lease Agreement, the term of the lease will be for a period of two (2) years and the Company will have the right to renew the lease with a total of three renewal periods with each term being two years.

The base rent is ten thousand dollars ($ 10,000 ) for the term, payable on the commencement of the Lease Agreement.

The Lease Agreement also grants the Company the exclusive right and option to purchase the premises together with all the right title and interest from the Landlord for a consideration of four hundred ninety thousand dollar ($ 490,000 ) at any time during the two years period of the lease term.

The Company has paid to the Landlord a security deposit of the sum of two hundred forty thousand dollars ($ 240,000 ) prior to the execution of the Lease Agreement.

If the Company does not exercise the option to renew the lease or the option to purchase the premises from the Landlord, the security deposit shall be returned to the Company.

In November 1, 2021, the Company paid $240,000 to Landlord for the security deposit.

NOTE 8 – ACCOUNTS PAYABLE AND ADVANCED FROM RELATED PARITES

Accounts Payable

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

September 30,

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

Other accounts payable

Advanced from related parties

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

September 30,

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

Advanced from BOG (#1)

9 unchanged sentences

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.

(#3) Carl Craven, a director of the Company, advanced $ 100 to the Company.

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

NOTE 9 – PROPERTY, PLANT AND EQUIPMENT

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

September 30,

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

Land and Building

6 unchanged sentences

( 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.

The depreciation expenses charged for the six months ended December 31, 2021 and 2020 was $ 5,220 and $ 86 .

The depreciation expenses charged for the three months ended December 31, 2021 and 2020 was $ 4,134 and $ 44 .

Included in property, plant and equipment, a motor vehicle was under finance leases with a carrying amount of $ 58,467 and nil as of December 31, 2021 and June 30, 2021, respectively.

The amount of related depreciation expenses related to assets under finance lease were $ 4,176 and nil for the six months ended of December 31, 2021 and 2020, respectively.

The amount of related depreciation expenses related to assets under finance leases were $ 3,132 and nil for the three months ended of December 31, 2021 and 2020, respectively.

NOTE 10 – 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

A hire purchase installment loan with total amount $ 60,033 and nil as at December 31, 2021 and June 30, 2021 are $ 60,033 and nil net of interest charges equivalent to interest nil and nil are summarized as follows:

Finance lease liabilities in the hire purchase loan

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

1 unchanged sentence

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.

(#) Minimum payment reflected in the balance sheet as current and noncurrent obligations under finance lease liabilities as at December 31, 2021.

NOTE 11 - PROMISSORY NOTES

11 unchanged sentences

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.

The Company recorded $ 954,934 and $nil interest expense for the six months ended December 31, 2021 and 2020, respectively.

The Company recorded $ 484,168 and $nil interest expenses for the three months ended December 31, 2021 and 2020, respectively.

NOTE 12 – 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 September 30, 2021 and 2020.

No provision for income taxes in the United States has been made as the Company had no taxable income for the periods ended December 31, 2021 and 2020.

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

CSB is a Malaysia incorporated company and required to pay corporate income tax at 25 % of taxable income.

VRI and VEL are a the State of Missouri, U.S.A incorporated company and required to pay United State Federal Income Tax at 21% of taxable income.

VLI is a the State of Oregon, U.S.A incorporated company and required to pay United State Federal Income Tax at 21% of taxable income.

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

September 30,

Three months period ended

Loss before income taxes

5 unchanged sentences

Effective tax rate

Six months period ended

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:

5 unchanged sentences

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 September 30, 2021 and June 30, 2021 or balance sheet as of September 30, 2021 and June 30, 2021.

The Company did not have any interest and penalty provided or recognized in the income statements for period December 31, 2021 and June 30, 2021 or balance sheet as of December 31, 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 13 – COMMITMENTS AND CONTINGENCIES

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

September 30,

As of December 31, 2021, the Group had the following contracted capital commitments:

For purchase of property, plant and equipment

6 unchanged sentences

Three Months Ended

September 30,

Net income(loss) applicable to common shares

3 unchanged sentences

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

Six Months Ended

Net income(loss) applicable to common shares

$ ( 1,665,920 )

Weighted average common shares outstanding (Basic)

Weighted average common shares outstanding (Diluted)

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

*Less than $0.01 per share

21 unchanged sentences

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.

Of the aggregate $ 390,285 for this transaction, $ 191,222 and nil were recognized for the six months ended December 31, 2021 and 2020, respectively.

Also, $ 95,094 and nil were recognized for the three months ended December 31, 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 were 810,742,109 and 779,742,109 common shares issued and outstanding at December 31, 2021 and June 30, 2021 respectively.

There are no preferred shares outstanding.

3 unchanged sentences

Related party transaction

Six months ended

Other income - Sales of wash sand to:

Jusra Mining Merapoh Sdn Bhd (#1)

Professional services provided by:

Federal Capital Investment Limited (#2)

Related party transaction

Three months ended

September 30,

Other income - Sales of wash sand to:

3 unchanged sentences

Related party balances

September 30,

Deposits paid for acquisition of property, plant and equipment

- Intellectual property license of Borneo Energy Sdn Bhd (#3) (note 7)

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 , .

1 unchanged sentence

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.

(#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 December 31, 2021 and February 14, 2022, respectively.

NOTE 17 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS

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 .

As of December 31, 2021, the Company had suffered recurring net losses and records an accumulated deficit of $ 7,562,240 .

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

8 unchanged sentences

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 18 – SEGMENT INFORMATION

The Company’s segments are business units that offer different products and services and are reviewed separately by the chief operating decision maker (the “CODM”), or the decision-making group, in deciding how to allocate resources and in assessing performance.

The Company’s CODM is the Company’s Chief Executive Officer.

For the three months ended December 31, 2021:

mineral mining

Distribution of THC-free cannabinoid (CBD) products

Production and distribution of renewable commodities

Holding property

Corporate unallocated

Cost of revenue

Selling, general & administrative expenses

Loss from operations

Interest expenses

Loss before income tax

$ ( 665,531 )

$ ( 843,248 )

For the six months ended December 31, 2021:

Distribution of THC-free cannabinoid (CBD) products

Production and distribution of renewable commodities

Holding property

Corporate unallocated

Cost of revenue

Selling, general & administrative expenses

Loss from operations

Interest expenses

Loss before income tax

( 1,448,522 )

( 1,665,920 )

$ ( 102,742 )

$ ( 1,448,522 )

$ ( 1,665,920 )

Total assets:

As of December 31, 2021

As of June 30, 2021

The Company conducts its Gold Mineral Mining operation through CSB.

The expenses incurred were consisting principally of management services and its major operation is located in Malaysia.

The Company conducts business in the distribution of THC-free cannabinoid (CBD) products through Verde Life Inc.

which incorporated on the State of Oregon, U.S.A.

Its major operation is located in U.S.A.

The Company conducts business in production and distribution of renewable commodities through Global Renewables Sdn.

which incorporated on Malaysia.

Its major operation is located in Malaysia.

The Company formed VEL on August 10, 2021, for the purpose of holding property in Missouri.

Its major operation is located in U.S.A.

NOTE 19 - SUBSEQUENT EVENTS

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.

Under the terms of the Share Sale Agreement on May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited (“BRL”), the acquisition shall be satisfied by the issuance of 321,500,000 shares of the Company’s restricted Common Stock, par value $ 0.001 per share (the “Common Stock”) at a price per share of $ 0.03 , and the issuance of promissory notes to 17 lenders (the “Lenders”) each with a two-year term period for the agreed principal amount of $ 20,355,000 (collectively the “Notes”).

On January 20, 2022, the Company has reached a mutual agreement with the Lenders of the Notes to enter into a Supplement to Promissory Note, with each Lender, to convert the total principal loan amount of $ 20,355,000 into shares of the Company’s restricted Common Stock priced at $ 0.0611 per share, which represents the last ninety (90) days’ volume weighted average price (VWAP) as of the market closing of January 19, 2022.

The Company and the Lenders further agreed that the actual date for the allotment and issue of new shares of the Company’s restricted Common Stock shall be confirmed in a subsequent written agreement.

On February 10, 2022, the Company, through Verde Estates LLC, a limited liability company incorporated in the State of Missouri, which is a wholly-owned subsidiary of the Company’s wholly-owned subsidiary, Verde Renewables, Inc., entered into a Commercial Lease Agreement and Option to Purchase (the “Lease Agreement”) to rent a 24-acre property in La Belle from Jon Neal Simmons and Betty Jo Simmon (the “Landlord”) in order to kickstart carbon farming with biochar in Missouri.

The base rent is ten thousand dollars ($ 10,000 ) for the term, payable on the commencement of the Lease Agreement.

The Company has paid to the Landlord a security deposit of the sum of two hundred forty thousand dollars ($ 240,000 ) prior to the execution of the Lease Agreement.

If the Company does not exercise the option to renew the lease or the option to purchase the premises from the Landlord, the security deposit shall be returned to the Company.

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 significant material subsequent items which are required to be disclosed.

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