What changed in this filing

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Item 1A. Risk Factors

2023-10-16 compared with 2022-11-04 · 22 added, 56 removed, 92 unchanged (46% of the section changed)

1 unchanged sentence

We are dependent on certain key personnel and loss of these key personnel could have a material adverse effect on our business, financial condition and results of operations.

Balakrishnan B S Muthu, our current principal executive officer and financial officer, has extensive contacts and experience in the gold exploration and natural resource industry in Malaysia, and we are dependent upon his abilities and services to develop and market our business.

He is responsible for overseeing all of our day-to-day business operations of our operating company, CSB, and its subsidiaries and VIEs, including the mining operations and negotiations for the sales of any gold concentrates extracted.

We may not be able to retain the executive officers/managers for any given period of time.

The loss of their services could have a material adverse effect upon our business operations, financial condition and results of operations.

In addition, we must attract, recruit and retain a sizeable workforce of technically competent employees in Malaysia to run our mining operations.

Our ability to effectively implement our proposed business strategies and expand our operations will depend upon the successful recruitment and retention of additional highly skilled and experienced management and other key personnel in Malaysia.

Jack Wong, our current principal executive officer, has extensive contacts and experience in the green climate-tech industry in U.S.A., and we are dependent upon his abilities and services to develop and market our business.

He is responsible for overseeing all of our day-to-day business operations of our operating company, VRI, and its subsidiary VEL, including the operations and negotiations for the sales of its activated biochar and other bio products.

We may not be able to retain the executive officer/manager for any given period of time.

The loss of his services could have a material adverse effect upon our business operations, financial condition and results of operations.

In addition, we must attract, recruit and retain a sizeable workforce of technically competent employees in U.S.A.

to run our operations.

If we cannot maintain highly experienced and skilled management teams, our business could fail and you could lose any investment you make in our shares.

Since our business consists of managing gold mining projects, the drop in the price of gold would negatively impact our asset values, cash flows, potential revenues and profits.

We plan to pursue opportunities in properties with gold mineralized material or reserves with exploration potential.

Our potential future revenues are expected to be derived from the production and sale of gold from these properties, or from the sale of some of these properties.

The value of any gold reserves or other mineralized materials, and the value of any potential mineral production will vary in direct proportion to changes in those mineral prices.

The price of gold has fluctuated widely as a result of numerous factors beyond our control.

The effect of these factors on the price of gold and other minerals, and therefore the economic viability of any of our projects, cannot accurately be predicted.

Any drop in the price of gold and other minerals we may produce would negatively affect our asset values, cash flows and potential revenues and profits.

We may not be able to find commercially viable reserves.

Mineral exploration and development involve a high degree of risk and few properties that are explored are ultimately developed into producing mines.

The reserve estimates, if any, are based only on prefeasibility studies that are inherited with the following drawbacks:

Limited amount of drilling completed to date;

The process testing is limited to small pilot plants and bench scale testing;

Difficulty in obtaining expected metallurgical recoveries when scaling up to production scale from pilot plant scale;

Preliminary nature of the mine plans and processing concepts;

Preliminary nature of operating and capital cost estimates

Metallurgical flow sheets and recoveries still in development;

Limited history of prefeasibility studies that might be underestimating capital and operating costs.

We cannot assure that any future mineral exploration and development activities will result in any discoveries of proven or probable reserves as defined by the SEC.

Further, we cannot provide any assurance that, even if we discover commercial quantities of mineralization, a mineral property will be brought into commercial production.

Development of our mineral property will follow only upon obtaining sufficient funding and satisfactory exploration results.

We may not be able to successfully compete with other mineral exploration and mining companies.

We compete with other mineral exploration and mining companies or individuals, including large, well established mining companies with substantial capabilities and financial resources in Malaysia, to research and acquire rights to mineral properties containing gold and other minerals.

There is a limited supply of desirable mineral lands available for claim staking, lease or other acquisition in Malaysia.

We do not know if we will be able to successfully acquire any prospective mineral properties against competitors with substantially greater financial resources than we have.

If we cannot successfully acquire other mining properties to manage and explore and generally expand our business operations, our results of operations, financial condition and future revenues could be reduced and you could suffer a loss of any investment made in our shares.

We have a history of losses and we may not achieve or sustain profitability, particularly if we were to lose large contracts, and there is substantial doubt about our ability to continue as a going concern.

Unless we increase our mining production or secure new sources, we may not be able to meet expenses and our business may fail

Our production of gold has steadily decreased over the past two years.

This is a result of lower production of gold from our mine.

Our revenues have been derived from gold production from the Merapoh Gold Mine, but currently there is no production from that mine and we are not certain there will be production in the future.

We are also considering acquiring other mining properties to increase our overall production and income.

However, if we are not successful in increasing production, either through new methods at our exiting mine, or by securing rights at other gold properties, we may not have sufficient revenues to maintain our business, and our business may fail.

Impact of recent COVID-19 outbreak has increased uncertainty of our business operation

The recent COVID-19 has affected our operation in Malaysia as the government announced stringent restrictions to lock down the country to stop further outbreak of the COVID-19 transmission.

Many governmental departments that the company have dealing with are closed and not accepting new application.

That has caused delay for the company in obtaining new mining lease.

The Malaysia Government Movement Control Order has also disrupted our planning and allocation of our workforce.

The COVID-19 and other future pandemics may result in significant deterioration and disruption in national and local economic conditions and record levels of unemployment, which may have a material impact on our business operations.

The COVID-19 and future pandemics may create extensive disruptions to the global economy, to businesses, and to the lives of individuals throughout the world.

Federal and state governments would have to take actions to contain the spread of the disease, including quarantines, travel bans, closures of businesses and schools, fiscal stimulus, and legislation designed to deliver monetary aid and other relief.

The spread of COVID-19 has decreased substantially but there may be potential risk to the increased spread of new, more transmissible coronavirus variants, the number of individuals diagnosed with COVID-19 and other future pandemics may increase again.

The substantial increase in these infections may cause state and local governments to consider, and in some cases implement, various activity restrictions and containment measures that previously had been lifted.

The uncertain future development of the pandemic situations could materially and adversely affect our business operations.

Impact of current global economic climate has increased uncertainty of our future operations

4 unchanged sentences

This may continue to affect our business, including our competitive position, market share, revenues and profit margins.

Impact of global tensions may increase uncertainty of our future operations.

The global tensions arising from the Ukraine-Russian war and Hamas-Israel war may result in disruptions in the broader global economic environment.

We are subject to the many risks of doing business internationally, including but not limited to the difficulty of enforcing liabilities in foreign jurisdictions.

17 unchanged sentences

If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.

Mining risks and insurance could negatively effect on our profitability.

The business of mining for gold is generally subject to a number of risks and hazards including environmental hazards, industrial accidents, labor disputes, unusual or unexpected geological conditions, pressures, cave-ins, changes in the regulatory environment, and natural phenomena such as inclement weather conditions, floods, blizzards and earthquakes.

At the present time, we have in effect statutory required social insurance for all employees and mine workers.

There is currently no other insurance in place for the mining site and management, and, even if we were to purchase additional insurance, we cannot be sure that such insurance would be available to us, or that we could afford the premiums.

Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability.

In addition, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to companies in the mining industry on acceptable terms.

We might also become subject to liability for pollution or other hazards which we may not be insured against, or which we may elect not to insure against, because of premium costs or other reasons.

Any losses from any of these events may cause us to incur significant costs that could have a material adverse effect upon our financial performance and results of operations, which could negatively impact any investment you make in our shares.

Climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact our

The current and anticipated effects of climate change are creating an increasing level of concern for the state of the global environment.

As a result, political and social attention to the issue of climate change has increased.

In recent years, governments across the world have entered into international agreements to attempt to reduce global temperatures, in part by limiting greenhouse gas emissions.

Congress, state legislatures and federal and state regulatory agencies have continued to propose and advance numerous legislative and regulatory initiatives seeking to mitigate the effects of climate change.

Such initiatives have been pursued with rigor under the current Administration.

To the extent that these initiatives lead to the promulgation of new regulations or supervisory guidance applicable to the Company, we would expect to experience increased compliance costs and other compliance-related risks.

If we fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected.

35 unchanged sentences

Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal controls over financial reporting or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our Common Stock.

Our former auditor is not inspected by the Public Company Accounting Oversight Board and as such, our investors are deprived of the benefits of such inspection.

As a public company with securities quoted on the OTQB, we are required to have our financial statements audited by an independent registered public accounting firm registered with the PCAOB.

A requirement of being registered with the PCAOB is that if requested by the SEC or PCAOB, such accounting firm is required to make its audits and related audit work papers be subject to regular inspections to assess its compliance with the applicable professional standards.

Since our former auditor is located in Hong Kong and China, a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the Chinese authorities due to various state secrecy laws and the revised Securities Law, the PCAOB currently does not have free access to inspect the work of our auditor.

This lack of the PCAOB inspections in China prevents the PCAOB from fully evaluating audits and quality control procedures of our former auditor.

Risks Associated with Our Common Stock

26 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 1A. Risk Factors