What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-11-04 compared with 2021-11-12 · 168 added, 102 removed, 243 unchanged (53% of the section changed)

27 unchanged sentences

We have been working on recruitment of more management talents and professional staff to fill in the gap of shortage of personnel under enlargement of operation during and after this expansion move.

With the enlargement of operation, the management needs to re-consider and re-evalaute the entire internal control reporting system and related risk and changes.

With the enlargement of operation, the management needs to re-consider and re-evaluate the entire internal control reporting system and related risk and changes.

We have regularly offered our financial personnel trainings on internal control and risk management.

17 unchanged sentences

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspetions.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

5 unchanged sentences

Date First Elected or Appointed

Balakrishnan B S Muthu

February 20, 2016

President and Chief Executive Officer

October 1, 2022

Balakrishnan B S Muthu

5 unchanged sentences

October 17, 2013

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of the Company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Balakrishnan B S Muthu

Apr 1987 - Dec 1989:

Graduated with Diploma in Business Administration, The Association of Business Executives ABE, UK.

Dec 2007 - Present:

General Manager, Champmark Sdn.

Muthu has more than 20 years of experience in financial auditing and business strategic planning.

Jack Wong , age 39, has been appointed President and Chief Executive Officer effective October 1, 2022.

He has been serving as the CEO of The Wision Project Sdn Bhd, a subsidiary which was acquired by the Company in March 2022;

his division has been instrumental in the Company's transition to the carbon and CBD realm.

Wong also previously worked with Fun Characters International Pte Ltd, which was then the master licensee for Disney Consumer Products, Inc.

in the ASEAN countries of Singapore, Malaysia, Indonesia, and Thailand.

The company Mr.

Wong represented then was granted third party rights to reproduce and use certain Disney characters, Disney materials, and Disney trademarks in connection with manufacturing, distribution, and sale of Disney consumer products in the region.

He then went on to build and run a seaside dive resort - Scuba Tiger, which is located 45 minutes away from one of the world's best dive spots - Sipadan island, in Sabah, Borneo, where he hosted scuba divers from all over the world, until the pandemic hit.

Wong graduated with a bachelor’s degree in Business Administration from Wichita State University in 2007.

Balakrishnan B S Muthu , age 60, has served our Chief Financial Officer, Treasurer, General Manager and Director since October 17, 2013.

He was also serving as our President from February 20, 2016 to September 30, 2022.

He has served as the General Manager of Champmark Sdn.

Bhd., our subsidiary, since December 2007.Mr.

Balakrishnan has more than 20 years of experience in financial auditing and business strategic planning.

He has been involved in preliminary alluvial mine planning and initial development of Merapoh Project since 2008.

His previous experience includes working for Petroliam Nasional Berhad (Petronas) in various departments including the roles in compilation of seismic data, kiosk coordination and upstream financial auditing.

Prior to joining us, Mr.

Balakrishnan worked for Petroliam Nasional Berhad (Petronas) from February 1981 to February 1992 in various departments including the roles in compilation of seismic data (1981-1984), kiosk coordination (1984-1987) and upstream financial auditing (1987-1992).

He has also worked as a consultant providing financial and technical services for several oil and gas projects.

Balakrishnan brings his deep audit and financial and mining experiences to our board.

Balakrishnan graduated with a Diploma in Business Administration from Association of Business Executives (ABE) UK in December 1989.

He is also a Chartered Financial Planner (CFP).

Graduated with BA in Business Administration, University of Santa Clara

1990 - Present:

Managing Director, C&K Holdings Pte Ltd.

Chen is an entrepreneur with many successes through his investment holding company C&K Holdings Pte Ltd, with which he currently serves as the Managing Director.

Chen Ching , age 62, has served as our director since February 20, 2016.

He has served as the Managing Director of C&K Holdings Pte.

Ltd., his investment holding company, since 1990.

C&K Holdings.

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Its portfolio spans property development and management, furniture manufacturing, fuel product technology, public transportation, software development, commodity electronic trading platform, and gold mining.

Chen is also a director of Dynamic Offshore Pte Ltd, Premier International Holdings Pte Ltd and Dynamics Holding (Thailand) Co., Ltd.

President and Part Owner, Fuego Flame Fireplace Manufacturing, Quincy, IL

President, Hide-A-Rake, Scottsdale, Arizona

2006 - Present:

Partner, Turks & Caicos Island Project (Joe Grants Cay)

2007 - Present:

Partner, Dominican Republic Project (Coconut Grove)

Craven is currently a partner in Turks & Caicos Island Project (Joe Grants Cay) and Dominican Republic Project (Coconut Grove).

He has worked as President of Hide-A-Rake, Scottsdale, Arizona and was responsible for the research and development of new golf course product that received two United States Patents.

Craven was also the President and part owner of Fuego Flame Fireplace Manufacturing, Quincy, IL.

Chen has also served as a director of Dynamic Offshore Pte Ltd since April 18, 2011, Premier International Holdings Pte Ltd since June 23, 2011 and Dynamics Holding (Thailand) Co., Ltd.

since August 23, 2013.

Chen brings to our board his experience as a serial entrepreneur with many successes through his investment holding company C&K Holdings Pte Ltd.

Chen graduated with a BA in Business Administration from Santa Clara University in 1982.

Craven , age 61, has served as our director since March 31, 2021.

From 1980-1991 Mr.

Craven worked in the family-owned electrical wholesale company (Heintz Electric Company) and eventually managed several retail stores.

In 1992-1998 he started and managed a Fireplace manufacturing company, (Fuego Flame Fireplace company).

From 1998 to 2005, Mr.

Craven served as the President of Hide-A-Rake in Scottsdale, Arizona and was responsible for the research and development of new golf course products that received two United States Patents.

From 2005-2008 he had the pleasure of being the first mate on the sailboat Satori.

Since then, he has been heavily involved in the ongoing development of the pyrolysis Biofraction system.

Craven brings to our board his leadership in management and his vast experience in pyrolysis Biofraction system.

Liang Wai Keen , age 51, has served as our Secretary since October 17, 2013.

Liang started his career as a Project Officer with the Singapore Armed Forces before embarking into the private sector.

At the Singapore Armed Forces, he was accountable for the timely delivery of project milestones for a S$100M defense system.

He possesses project management and administrative experiences from his exposure to various industries, including corporate finance, mining and engineering fields.

He joined Federal Capital Investment Ltd as a project manager in October 2006 till present, he was involved in management, project planning and program implementation.

He was also responsible for interfacing and communicating directly with senior management and various professional parties.

He graduated with a honors degree in Electrical Engineering from Nanyang Technological University, Singapore in June, 1996.

Employment Agreements

3 unchanged sentences

Involvement in Certain Legal Proceedings

Compliance with Section 16(a) of the Exchange Act

As of August 27, 2014, the Company’s common stock is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Accordingly, officers, directors and principal shareholders are subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

As of the date of this Annual Report, no officer or director has filed beneficial ownership reports as required by Section 16(a).

No executive officer or director is a party in a legal proceeding adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

No executive officer or director has been involved in the last ten years in any of the following:

Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity;

Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended June 30, 2022, and up to the date of this Current Report, our officers, directors and greater than 10% percent beneficial owners have not filed any reports required by Section 16(a) of the Securities Exchange Act.

Code of Ethics

6 unchanged sentences

The Company will provide to any person, without charge and upon request, a copy of the code of ethics.

Any such request must be made in writing to the Company at, Block B-5, 20/F, Great Smart Tower, 230 Wanchai Rd, Wanchai, Hong Kong.

Board and Committee Meetings

Any such request must be made in writing to the Company at 2 Cityplace Drive, Suite 200, St.

Louis, Missouri 63141.

Board Committees

Our board of directors currently consists of three members, Balakrishnan B S Muthu, Chen Ching and Carl M.

The Board held no formal meetings during the year ended June 30, 2022.

Until the Company develops a more comprehensive Board of Directors, all proceedings will be conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors.

Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

We have not yet established Compensation, Audit, and Nominations and Corporate Governance committees nor do we have an Audit Committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act.

Currently, the functions of these committees are performed by our entire Board of Directors.

We hope to establish these committees and appoint an Audit Committee financial expert as our business develops.

Nomination Process

9 unchanged sentences

Executive Compensation.

The particulars of the compensation paid to the following persons:

our principal executive officer;

each of our three executive officers who were serving as executive officers at the end of the year ended June 30, 2021.

Compensation Philosophy and Objectives

Our executive compensation philosophy is to create a long-term direct relationship between pay and our performance.

Our executive compensation program is designed to provide a balanced total compensation package over the executive’s career with us.

The compensation program objectives are to attract, motivate and retain the qualified executives that help ensure our future success, to provide incentives for increasing our profits by awarding executives when corporate goals are achieved and to align the interests of executives and long-term stockholders.

The compensation package of our named executive officers consists of two main elements:

base salary for our executives that is competitive relative to the market, and that reflects individual performance, retention and other relevant considerations;

discretionary bonus awards payable in cash or equity and tied to the satisfaction of corporate objectives.

Process for Setting Executive Compensation

Until such time as we establish a Compensation Committee, our Board is responsible for developing and overseeing the implementation of our philosophy with respect to the compensation of executives and for monitoring the implementation and results of the compensation philosophy to ensure compensation remains competitive, creates proper incentives to enhance stockholder value and rewards superior performance.

We expect to annually review and approve for each named executive officer, and particularly with regard to the Chief Executive Officer, all components of the executive’s compensation.

We process and factors (including individual and corporate performance measures and actual performance versus such measures) used by the Chief Executive Officer to recommend such awards.

Additionally, we expect to review and approve the base salary, equity-incentive awards (if any) and any other special or supplemental benefits of the named executive officers.

The Chief Executive Officer periodically provides the Board with an evaluation of each named executive officer’s performance, based on the individual performance goals and objectives developed by the Chief Executive Officer at the beginning of the year, as well as other factors.

The Board provides an evaluation for the Chief Executive Officer.

These evaluations serve as the bases for bonus recommendations and changes in the compensation arrangements of our named executives.

Our Compensation Peer Group

We currently engage in informal market analysis in evaluating our executive compensation arrangements.

As the Company and its businesses mature, we may retain compensation consultants that will assist us in developing a formal benchmark and selecting a compensation peer group of companies similar to us in size or business for the purpose of comparing executive compensation levels.

Program Components

Our executive compensation program consists of the following elements:

Our base salary structure is designed to encourage internal growth, attract and retain new talent, and reward strong leadership that will sustain our growth and profitability.

The base salary for each named executive officer reflects our past and current operating profits, the named executive officer’s individual contribution to our success throughout his career, internal pay equity and informal market data regarding comparable positions within similarly situated companies.

In determining and setting base salary, the Board considers all of these factors, though it does not assign specific weights to any factor.

The Board generally reviews the base salary for each named executive officer on an annual basis.

For each of our named executive officers, we review base salary data internally obtained by the Company for comparable executive positions in similarly situated companies to ensure that the base salary rate for each executive is competitive relative to the market.

Discretionary Bonus

The objectives of our bonus awards are to encourage and reward our employees, including the named executive officers, who contribute to and participate in our success by their ability, industry, leadership, loyalty or exceptional service and to recruit additional executives who will contribute to that success.

Summary Compensation Table

The following summary compensation table sets forth the aggregate compensation we paid or accrued during the fiscal years ended June 30, 2022 and 2021 to (i) our Chief Executive Officer (principal executive officer), (ii) our Chief Financial Officer (principal financial officer), (iii) our three most highly compensated executive officers other than the principal executive officer and the principal financial officer who were serving as executive officers on June 30, 2021, whose total compensation was in excess of $100,000, and (iv) up to two additional individuals who would have been within the two-other-most-highly compensated but were not serving as executive officers on June 30, 2021.

SUMMARY COMPENSATION TABLE

Name and Principal Position

5 unchanged sentences

Balakrishnan B S Muthu (1)

President, Treasurer, Chief Financial

Officer, General Manager, and Director

President, Treasurer, Chief Financial Officer, General Manager, and Director

Chen Ching (2)

______________

Balakrishnan B.S.

Muthu was appointed Treasurer, Chief Financial Officer, General Manager and a director of the Company on October 17, 2013.

He was also appointed President of the Company on February 20, 2016.

Muthu was paid a total salary of $129,195 for the year ended June 30, 2021.

Chen was paid a total salary of $77,858 for the year ended June 30, 2021.

Craven was paid a total salary of $6,000 for the year ended June 30, 2021.

Other than set out below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

Our directors and executive officers may receive share options at the discretion of our board of directors in the future.

We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

Grants of Plan-Based Awards

There were no grants of plan based awards during the year ended June 30, 2021.

Outstanding Equity Awards at Fiscal Year End

There were no outstanding equity awards at the year ended June 30, 2021.

Option Exercises and Stock Vested

During our Fiscal year ended June 30, 2021, there were no options exercised by any officer or director.

He was also appointed President of the Company on February 20, 2016 and resigned as President on October 1, 2022.

Balakrishnan was paid a total salary of $63,055 and $129,195 for the years ended June 30, 2022 and 2021 respectively.

Chen was paid a total salary of $24,000 and $77,858 for the years ended June 30, 2022 and 2021 respectively.

Craven was paid a total salary of $26,440 and $6,000 for the years ended June 30, 2022 and 2021 respectively.

Narrative disclosure to Summary Compensation Table.

Our executive officers are not parties written compensation agreements but have agreed orally to receive the compensation indicated in the above summary compensation table.

The Company hopes to enter into written compensation agreements with each officer and director in the future.

Equity Awards

Except as discussed above, there are no options, warrants or convertible securities outstanding.

At no time during the last fiscal year with respect to any of any of our executive officers was there:

any outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined);

any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;

any option or equity grant;

any non-equity incentive plan award made to a named executive officer;

any nonqualified deferred compensation plans including nonqualified defined contribution plans;

any payment for any item to be included under All Other Compensation in the Summary Compensation Table.

Compensation of Directors

3 unchanged sentences

We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Compensation Risk Management

Our Board of directors and human resources staff conducted an assessment of potential risks that may arise from our compensation programs.

Based on this assessment, we concluded that our policies and practices do not encourage excessive and unnecessary risk taking that would be reasonably likely to have material adverse effect on the Company.

The assessment included our cash incentive programs, which awards non-executives with cash bonuses for punctuality.

Our compensation programs are substantially identical among business units, corporate functions and global locations (with modifications to comply with local regulations as appropriate).

The risk-mitigating factors considered in this assessment included:

the alignment of pay philosophy, peer group companies and compensation amounts relative to local competitive practices to support our business objectives;

effective balance of cash, short- and long-term performance periods, caps on performance-based award schedules and financial metrics with individual factors and Board and management discretion.

Compensation Committee Interlocks and Insider Participation

We do not currently have a compensation committee and, for the year ended June 30, 2022, the compensation, if any, of our executive officers was recommended by our Chief Executive Officer and Chairman and such recommendations were approved by our board of directors.

None of our executive officers currently serves as a member of the compensation committee or as a director with compensation duties of any entity that has executive officer serving on our board of directors.

None of our executive officers has served in such capacity in the past 12 months.

Compensation Committee Report

Our Board of Directors has reviewed and discussed the Compensation Discussion and Analysis in this report with management.

Based on its review and discussion with management, the Board of Directors recommended that the Compensation Discussion and Analysis be included in this Current Report.

The material in this report is not deemed filed with the SEC and is not incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before, or after the date of this Annual Report and irrespective of any general incorporation language in such filing.

Submitted by members of the Board of Directors:

Balakrishnan B.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of November 10, 2021, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group.

The following table sets forth, as of October 12, 2022, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group.

Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated.

4 unchanged sentences

Percentage of

Jack Wong (2)

5,237,139 common shares

Direct ownership

52,371,391 common shares

Indirect ownership through

Borneo Resources Limited

Balakrishnan B.S.

29 unchanged sentences

Direct ownership

The Wision Project Limited (formerly known as “Borneo Resources Limited”)

Borneo Resources Limited

LEVEL 1, LOT 7 , BLOCK F , SAGUKING COMMERCIAL BUILDING , JALAN PATAU-PATAU LABUAN F.T.

3 unchanged sentences

_____________

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

(i) voting power, which includes the power to vote, or to direct the voting of shares;

and (ii) investment power, which includes the power to dispose or direct the disposition of shares.

Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).

In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.

In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on November 12, 2021.

As of November 12, there were 810,742,109 shares of our company’s common stock issued and outstanding.

Balakrishnan Muthu, our President, CFO and a director, and Chen Ching, our director have not filed their respective Forms 3.

Applicable percentage ownership is based on 1,153,830,444 shares of common stock outstanding as of October 12, 2022, together with securities exercisable or convertible into shares of common stock within 60 days of October 12, 2022.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.

Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of October 12, 2022, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Jack Wong, our President and Chief Executive Officer, Balakrishnan B S Muthu, our CFO and a director, and Chen Ching, our director have not filed their respective Forms 3.

These shareholders expect to file the forms in the near future.

Changes in Control

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 (“BRL”) with Taipan International Limited, a company incorporated under the laws of the Labuan, and The Wision Project Limited (formerly known as “Borneo Resources Limited”), a company incorporated under the laws of the Labuan, and other individuals.

On May 12, 2021, the Company, through its wholly-owned subsidiary Gold Billion Global Limited, a company incorporated under the laws of the British Virgin Islands, 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, a company incorporated under the laws of the Labuan, and Borneo Resources Limited, a company incorporated under the laws of the Labuan, and other individuals.

Under the terms of the Share Sale Agreement, the acquisition of the entire issued and paid-up share capital of BRL, through the Company’s wholly-owned subsidiary GBL, 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 with a two-year term period for the amount of $20,355,000.

This acquisition is currently in progress and the completion of the Share Sale Agreement, which is subject to all such acts necessary, including but not limited to auditing and due diligence exercise to ascertain the valuation of BRL, may result in a change in control of our company.

The acquisition of BRL consummated on October 12, 2022.

The foregoing description of the Share Sale Agreement is qualified in its entirety by reference to the Share Sale Agreement which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

Muthu, one of our three directors, is not an independent director as he also serves as our executive officer.

Messrs Chen, one of our three directors, is an independent directors as he does not hold any position as an executive officer.

Balakrishnan, one of our three directors, is not an independent director as he also serves as our executive officer.

Messrs Chen, one of our three directors, is an independent director as he does not hold any position as an executive officer.

Craven, one of our three directors, is not an independent director as he also serves as the executive officer of the Company’s wholly owned subsidiary Verde Renewables, Inc as of August 10, 2021.

Related party transaction

For the Year ended

Except as set forth below, there are no transactions during our two most recent fiscal years ended June 31, 2022 and 2021, or any currently proposed transaction, in which our Company was or to be participant and the amount exceeds the lesser of $120,000 or one percent of the average of our Company’s total assets at year end for our last two completed years, and in which any of our directors, officers or principal stockholders, or any other related person as defined in Item 404 of Regulation S-K, had or have any direct or indirect material interest.

For the Years ended

Related party transactions:

Borneo Eco Food Sdn Bhd (#3)

Other income – Sales of wash sand to:

Jusra Mining Merapoh Sdn Bhd (#1)

Site expenses:

Warisan Khidmat Sdn Bhd (#5)

Professional services provided by:

Federal Capital Investment Limited (#2)

Warisan Khidmat Sdn Bhd (#5)

Related party balances:

Deposits paid for acquisition of property, plant and equipment

Trade receivables

Borneo Eco Food Sdn Bhd (#3)

Deposits paid for acquisition of property and equipment

Borneo Energy Sdn Bhd (#3)

3 unchanged sentences

Advanced to Global Renewable Sdn Bhd (#4)

Trade Payables

Warisan Khidmat Sdn Bhd (#5)

Advanced from related parties

Advanced from BOG (#6)

Advanced from Federal Mining Resources Limited (#6)

Advanced from Federal Capital Investment Limited (#7)

Advanced from Yorkshire Capital Limited (#8)

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

(#1) Lamax Gold Limited (“LGL”) held 15% equity interests of Champmark Sdn Bhd which was disposed off on October 20, 2021 to Verde Resources Asia Pacific Limited (formerly known as Gold Billion Global Limited) and is also the major shareholder of Jusra Mining 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, 2016.

(#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.

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.

Borneo Oil Berhad (“BOB”) is ultimate holding company of Borneo Energy Sdn Bhd and 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.

(#3) Borneo Oil Berhad (“BOB”) is ultimate holding company of Borneo Eco Food Sdn.

and Borneo Energy Sdn Bhd, and held 20.0% and 22.8% of the Company’s issued and outstanding common stock as of June 30, 2021 and June 30, 2022, respectively.

(#4) Balakrishnan B.S.

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

(#5) 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.

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

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

Another director of Federal Mining Resources Limited, Mr.

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

Muthu is the common director of Global Renewable Sdn Bhd and the Company, and had since resigned from Global Renewable Sdn.

in January 2022.

(#5) Warisan Khidmat Sdn.

is a company whose shareholdings is entirely held by a Director of Verde Malaysia.

(#6) Borneo Oil and Gas Corporation Sdn Bhd (“BOG”) is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) (holding 20.0% and 22.8% of the Company’s issued and outstanding common stock as of June 30, 2021 and June 30, 2022, respectively).

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

On June 9, 2021, the Company entered into a Settlement of Debt Agreement (the “Debt Settlement Agreement”) with Federal Mining Resources Limited, to convert a total of USD 173,465 of the Company’s accounts payable to the creditor as of December 31, 2020 into equity by means of a subscription for 5,782,167 new restricted shares of the Company’s common stock at a subscription price of $0.03 per share.

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

2 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.

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

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

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 its creditor Yorkshire Capital Limited, to convert a total of USD 27,000 of the Company’s accounts payable to the creditor as of December 31, 2020 into equity by means of a subscription for 900,000 new restricted shares of the Company’s common stock at a subscription price of $0.03 per share.

Principal Accounting Fees and Services.

25 unchanged sentences

By-Laws of Registrant (2)

Supplementary variation to the agreement between Borneo Energy Sdn.

and Gold Billion Global Ltd., dated August 6, 2021

Supplementary variation to the agreement between Hermalisa Binti Mohamad Tahir and Bio Resources Ltd., dated June 30, 2021

Supplementary variation to the agreement between Lamax Gold Ltd and Gold Billion Global Ltd., dated June 30, 2021

Supplementary variation to the agreement between Segama Ventures Sdn.

and Gold Billion Global Ltd., dated September 8, 2021

Supplementary agreement to vary the completion date of the share sale agreement of Bio Resources Ltd., dated November 11, 2021

Code of Ethics (3)

23 unchanged sentences

Balakrishnan B S Muthu

President and Director

Chief Financial Officer and Director

(Principal Executive Officer)

4 unchanged sentences

November 4, 2022

/s/ Balakrishnan B S Muthu

Balakrishnan B S Muthu

President and Director

/s/ Jack Wong

President and Chief Executive Officer

(Principal Executive Officer)

6 unchanged sentences

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-K

Item 9A. Controls and Procedures