What changed in this filing

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Item 9A. Controls and Procedures

2024-02-15 compared with 2019-11-13 · 229 added, 70 removed, 174 unchanged (63% 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”).

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 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.

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.

As of June 30, 2023, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.

Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.

During the 2022, the Company has been undertaking tremendous enlargement and expansion which rendered the management to re-consider the available of more management talents and professional staff to meet the enlargement in operation during and after the coming acquisition and expansion move.

Based on this consideration and that evaluation, the current management concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.

This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

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The aforementioned material weaknesses were identified by our Chief Executive and Financial Officers in connection with the review of our financial statements as of June 30, 2023.

Management believes that the material weaknesses set forth above did not have an immediate negative effect on our financial results because of our small size of operation.

However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements if the Company were growing substantially in the future periods.

Management believes that the material weaknesses set forth above may have an immediate negative effect on our financial results because of our enlargement of operation.

Management’s Annual Report on Internal Control Over Financial Reporting

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With the participation of our Chief Executive and Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2023, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework.

Based upon such evaluation, our management concluded that we did maintain effective internal control over financial reporting as of June 30, 2019 based on the COSO framework criteria.

Based upon such evaluation, our management concluded that we did not maintain effective internal control over financial reporting as of June 30, 2023, based on the COSO framework criteria because of the enlargement in operation.

The management acknowledged that there is room for further improvement in maintaining effective internal control and shall take steps to implement management’s remediation initiatives during and after that expansion, This includes recruiting more management talents and professional staff, committing the entire organization to allocate necessary organizational resources, and cross-functional collaboration focused on strengthening the Company’s quality systems and operating culture.

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.

In order to cure the foregoing material weakness, we have taken or are taking the following remediation measures:

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-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.

Also, we have regularly provided trainings to our financial personnel on U.S.

GAAP accounting guidelines.

We plan to continue to provide trainings to our financial team and our other relevant personnel on the U.S.

GAAP accounting guidelines applicable to our financial reporting requirements.

We intend to complete the remediation of the material weaknesses discussed above as soon as practicable, but we can give no assurance that we will be able to do so.

Designing and implementing an effective disclosure controls and procedures is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources to maintain a financial reporting system that adequately satisfies our reporting obligations.

The remedial measures that we have taken and intend to take may not fully address the material weakness that we have identified, and material weaknesses in our disclosure controls and procedures may be identified in the future.

Should we discover such conditions, we intend to remediate them as soon as practicable.

We are committed to taking appropriate steps for remediation, as needed.

Officers’ Certifications

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Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the year ended June 30, 2019, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

The Company initiated its remediation of material weaknesses identified above, which steps were being implemented during the period covered by this Annual Report.

Other Information.

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance

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Date First Elected or Appointed

Balakrishnan B S Muthu

February 20, 2016

Chief Executive Officer and Director

October 1, 2022

Balakrishnan B S Muthu

Treasurer, Chief Financial

Officer, General Manager and Director

Treasurer, Chief Financial Officer, General Manager and Director

October 17, 2013

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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 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;

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 61, has served our Chief Financial Officer, Treasurer, General Manager and Director since October 17, 2013.

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.

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 63, 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.

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.

Liang Wai Keen , age 52, 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 an honors degree in Electrical Engineering from Nanyang Technological University, Singapore in June 1996.

Employment Agreements

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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

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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

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

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, Jack Wong, Balakrishnan B S Muthu and Chen Ching.

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

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

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Executive Compensation.

The particulars of the compensation paid to the following persons:

our principal executive officer;

each of our two executive officers who were serving as executive officers at the end of the year ended June 30, 2019.

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, 2023 and 2022 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, 2022, 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, 2022.

SUMMARY COMPENSATION TABLE

Name and Principal Position

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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

Chen Ching (3)

______________

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.

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 $39,217 for the year ended June 30, 2019.

Chen was paid a total salary of $0 for the year ended June 30, 2019.

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, 2019.

Outstanding Equity Awards at Fiscal Year End

There were no outstanding equity awards at the year ended June 30, 2019.

Option Exercises and Stock Vested

During our Fiscal year ended June 30, 2019, 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 $41,838 and $63,055 for the years ended June 30, 2023, and 2022 respectively.

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 $26,010 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 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.

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

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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, 2023, 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.

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Percentage of

Jack Wong (2)

5,237,139 common shares

Direct ownership

130,928,478 common shares

Indirect ownership through

Borneo Resources Limited

Balakrishnan B.S.

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156,102,458 common shares

Taipan International Limited

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

87000 MALAYSIA

392,785,434 common shares

Direct ownership

Borneo Oil Berhad

1ST & 2ND FLOOR , VICTORIA POINT JALAN OKK AWANG BESAR W.P.

LABUAN 87007, MALAYSIA

157,939,394 common shares

Direct ownership

Internet.com Ltd

SUITE 4703, CENTRAL PLAZA, 18 HARBOUR ROAD, WANCHAI, HONG KONG

70,343,443 common shares

Direct ownership

Borneo Resources Limited

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

87000, MALAYSIA

130,928,478 common shares

Direct ownership

_____________

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 October 11, 2019.

As of October 11, 2019, there were 115,038,909 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 1,176,200,278 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.

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

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.

Certain Relationships and Related Transactions, and Director Independence.

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

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

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.

For the Years ended

Related party transactions:

Borneo Eco Food Sdn Bhd (#2)

Rental income:

Other income – Sales of wash sand to:

Jusra Mining Merapoh Sdn Bhd (#1)

Site expenses:

Warisan Khidmat Sdn Bhd (#3)

Professional services provided by:

Warisan Khidmat Sdn Bhd (#3)

Interest expense paid to:

Borneo Oil Corporation Sdn Bhd (#9)

Related party balances:

Trade receivables

Borneo Eco Food Sdn Bhd (#2)

Deposits paid for acquisition of property, plant and equipment

Borneo Energy Sdn Bhd (#2)

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 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.

(#3) Warisan Khidmat Sdn.

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.

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 13, 2019

February 15, 2024

/s/ Jack Wong

Chief Executive Officer and Director

(Principal Executive Officer)

February 15, 2024

/s/ Balakrishnan B S Muthu

Balakrishnan B S Muthu

President and Director

Chief Financial Officer and Director

(Principal Executive Officer)

February 15, 2024

/s/ Chen Ching

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 13, 2019

/s/ Balakrishnan B S Muthu

Balakrishnan B S Muthu

President and Director

February 15, 2024

/s/ Jack Wong

Chief Executive Officer and Director

(Principal Executive Officer)

November 13, 2019

February 15, 2024

/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/A

Item 9A. Controls and Procedures