What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-10-16 compared with 2022-11-04 · 50 added, 58 removed, 353 unchanged (23% of the section changed)

2 unchanged sentences

Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”).

During the 2021, the Company has been undertaking tremendous changes and expansion which rendered the management to re-consider the available of more management talents and professional staff to meet the enlargement in operation under the coming acquisition and expansion move.

During the financial year, the Company has been undertaking tremendous changes and expansion which rendered the management to re-consider the available of more management talents and professional staff to meet the enlargement in operation under the coming acquisition and expansion move.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

50 unchanged sentences

Date First Elected or Appointed

President and Chief Executive Officer

Chief Executive Officer and Director

October 1, 2022

3 unchanged sentences

February 20, 2016

March 31, 2021

Liang Wai Keen

October 17, 2013

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

Jack Wong , age 40, has been appointed 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;

7 unchanged sentences

Balakrishnan B S Muthu , age 61, 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 also served 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.

Bhd., our subsidiary, since December 2007.

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

16 unchanged sentences

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 52, has served as our Secretary since October 17, 2013.

4 unchanged sentences

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.

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

Employment Agreements

25 unchanged sentences

Board Committees

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

Our Board of Directors currently consists of three members, Jack Wong, Balakrishnan B S Muthu and Chen Ching.

The Board held no formal meetings during the year ended June 30, 2023.

49 unchanged sentences

All Other Compensation ($)

Jack Wong (1)

President, Chief Executive Officer, and Director

Balakrishnan B S Muthu (2)

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

Treasurer, Chief Financial Officer, General Manager, and Director

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

1 unchanged sentence

______________

Jack Wong was appointed President and Chief Executive Officer on October 1, 2022, and resigned as President on September 12, 2023.

He was also appointed as Director on March 30, 2023, and Chairman of the Board of Directors on September 12, 2023.

Wong was paid a total salary of $264,088 for the years ended June 30, 2023.

Balakrishnan B.S.

3 unchanged sentences

Chen was paid a total salary of $0 and $24,000 for the years ended June 30, 2023, and 2022 respectively.

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

Craven was paid a total salary of $26,010 and $26,440 for the years ended June 30, 2023, and 2022 and resigned as Director on March 30, 2023.

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.

Our executive officers are not parties to 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.

82 unchanged sentences

_____________

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.

Applicable percentage ownership is based on 1,176,200,278 shares of Common Stock outstanding as of October 2, 2023.

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.

Jack Wong, our Chief Executive Officer and a Director, Balakrishnan B S Muthu, our Chief Financial Officer 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

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.

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.

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.

Wong and Balakrishnan, two of our three Directors, are not independent Directors as they also serve as our executive officers.

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

Except as set forth below, there are no transactions during our two most recent fiscal years ended June 30, 2023, and 2022, 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.

2 unchanged sentences

Borneo Eco Food Sdn Bhd (#2)

Rental income:

Other income – Sales of wash sand to:

3 unchanged sentences

Professional services provided by:

Federal Capital Investment Limited (#2)

Warisan Khidmat Sdn Bhd (#3)

Interest expense paid to:

Borneo Oil Corporation Sdn Bhd (#9)

Related party balances:

1 unchanged sentence

Borneo Eco Food Sdn Bhd (#2)

Deposits paid for acquisition of property and equipment

Deposits paid for acquisition of property, plant and equipment

Borneo Energy Sdn Bhd (#2)

Other receivable

Jusra Mining Merapoh Sdn Bhd (#1)

Advanced to related parties

Advanced to Global Renewable Sdn Bhd (#4)

Advanced from related parties

Borneo Energy Sdn Bhd (#2)

Taipan International Limited (#6)

Victoria Capital Sdn Bhd (#7)

Trade payables

Warisan Khidmat Sdn Bhd (#3)

Advanced from related parties

Advanced from BOG (#6)

Advanced from Federal Capital Investment Limited (#7)

(#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.

Advanced to related party

Vetrolysis Limited (#8)

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

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

and Borneo Energy Sdn Bhd, and held 13.4% and 22.8% of the Company’s issued and outstanding common stock as of June 30, 2022 and June 30, 2023, respectively.

(#4) Balakrishnan B.S.

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

in January 2022.

(#3) 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.

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

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

is a company whose shareholdings is entirely held by a Director of VRSB.

(#4) Borneo Oil Corporation Sdn Bhd (formerly known as Borneo Oil and Gas Corporation Sdn Bhd) (“BOC”) is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) (holding 13.4% and 22.8% of the Company’s issued and outstanding common stock as of June 30, 2022, and June 30, 2023, 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 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.

Jack Wong is the President and Chief Executive of the Company effective October 1, 2022.

Effective March 30, 2023, Carl Craven voluntarily resigned from his position as Director of the Company.

By resolution of the Board of Directors, Jack Wong was appointed Director of the Company for a one (1) year term, effective March 30, 2023.

Jack Wong will hold the Board position formerly held by Carl Craven.

(#6) Taipan International Limited is one of the shareholders of the Company, and held 33.4% of the Company’s issued and outstanding Common Stock as of June 30, 2023.

(#7) Victoria Capital Sdn.

is one of the shareholders of the Company, and held 0.2% of the Company’s issued and outstanding Common Stock as of June 30, 2023.

(#8) Encik Anuar bin Ismail, an indirect significant shareholder, is a director of Vetrolysis Limited.

(#9) Borneo Oil Corporation Sdn Bhd (“BOC”) is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) which holds 13.4% and 22.8% of the Company’s issued and outstanding common stock as of June 30, 2023 and June 30, 2022, respectively.

Principal Accounting Fees and Services.

47 unchanged sentences

VERDE RESOURCES, INC.

November 4, 2022

October 16, 2023

/s/ Jack Wong

Chief Executive Officer and Director

(Principal Executive Officer)

October 16, 2023

/s/ Balakrishnan B S Muthu

2 unchanged sentences

(Principal Executive Officer)

November 4, 2022

October 16, 2023

/s/ Chen Ching

November 4, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

November 4, 2022

October 16, 2023

/s/ Jack Wong

President and Chief Executive Officer

Chief Executive Officer and Director

(Principal Executive Officer)

November 4, 2022

October 16, 2023

/s/ Balakrishnan B S Muthu

4 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