What changed in this filing

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Item 9A. Controls and Procedures

2024-10-16 compared with 2023-10-16 · 91 added, 36 removed, 367 unchanged (26% 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 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.

During the financial year, the Company has been undertaking tremendous changes and expansion which rendered the management to re-consider the availability 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, 2024, 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.

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.

During 2023 and into 2024, the Company had undertaken tremendous enlargement and expansion, including restructuring of operations, which rendered the management to re-consider the availability 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.

3 unchanged sentences

(3) inadequate segregation of duties consistent with control objectives;

and (4) management is dominated by three individuals without adequate compensating controls.

(4) management is dominated by three individuals without adequate compensating controls;

and (5) lack of financial personnel with sufficient knowledge and experience with U.S.

GAAP accounting guidelines and SEC regulations.

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, 2024.

19 unchanged sentences

GAAP accounting guidelines applicable to our financial reporting requirements.

We have engaged with an external consultant to ascertain compliance with the regulatory reporting requirements.

The Company utilizes this third-party independent contractor for the preparation of its financial statements.

Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions.

The third-party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions

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.

26 unchanged sentences

February 20, 2016

Chief Operating Officer

October 1, 2023

Chief Growth Officer

August 1, 2024

Liang Wai Keen

Corporate Secretary

October 17, 2013

30 unchanged sentences

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.

Eric Bava , age 44, is a highly accomplished business leader with a successful track record in various industries.

Prior to joining the Company, Mr.

Bava’s most recent endeavor as Co-Founder & Chief Operations Officer of Plantwise, he leveraged his extensive expertise in manufacturing and distribution to orchestrate seamless operations and elevate the standard of customer service, safeguarding the reputation of Plantwise's product line.

Having excelled as a legal consultant, his entrepreneurial drive and relationship-building skills led him to undertake a bold business endeavor, in 2010, when he established his own wine distribution enterprise.

Here, he adeptly navigated the intricacies of large-scale operations, optimized logistics, and orchestrated strategic marketing and sales campaigns, all guided by a singular mission – maximize profitability while ensuring product quality and customer satisfaction.

In 2013, Bava embarked on a pioneering journey with the inception of King Extracts, a revolutionary cannabis brand rooted in California's medical landscape, later making waves in the burgeoning adult-use market.

At the helm, he exercised comprehensive control over every facet of the business, from operations and manufacturing to distribution and sales.

The brand's extraordinary ascent culminated in an acquisition by a Canadian corporation, solidifying his status as an esteemed luminary in the industry.

Concannon , age 47, has begun his career in his family's business, progressing from entry-level roles to inside and outside sales.

He played a key role in driving substantial growth, leading to the company's acquisition by a major strategic buyer.

As Vice President of Sales, Jeremy led a high-performing team, managed the hiring and onboarding of top sales talent, and developed effective sales strategies.

His leadership consistently delivered year-over-year growth and profitability, positioning the business as an industry leader.

Jeremy is adept at developing and expanding sales teams, building cohesive, motivated groups focused on achieving sales success and company growth objectives.

Liang Wai Keen , age 53, has served as our Corporate Secretary since October 17, 2013.

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

17 unchanged sentences

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.

On September 5th, 2024, former director of Verde Renewables Inc., Mr.

Yau Cho Soo, attempted to deposit an altered Verde Life check into the bank account of former employee Yan Fung without authorization, in violation of company protocols.

The transaction was flagged by HomeBank, and the company immediately halted it.

The check’s date had been altered from December 10th, 2023, to May 10th, 2024, to falsely suggest Mr.

Soo still had signing authority.

Fung were terminated on May 21st, 2024, for conduct detrimental to the company.

On September 11th, 2024, the company, through its attorney, issued a legal letter to Mr.

Soo, notifying him that it is aware of his criminal actions and has issued a final warning before considering legal action.

Delinquent Section 16(a) Reports

9 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 2 Cityplace Drive, Suite 200, St.

Any such request must be made in writing to the Company at 8112 Maryland Ave, Suite 400, St.

Louis, Missouri 63105.

9 unchanged sentences

Our Board of Directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the Board considers a nominee for a position on our Board of Directors.

If shareholders wish to recommend candidates directly to our Board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

If shareholders wish to recommend candidates directly to our Board, they may do so by sending communications to the CEO of our company at the address on the cover of this annual report.

Audit Committee

41 unchanged sentences

Jack Wong (1)

Chief Executive Officer, and Director

President, Chief Executive Officer, and Director

2 unchanged sentences

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

Chen Ching (3)

______________

1 unchanged sentence

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.

Subsequently, on January 23, 2024, Jack Wong stepped down from his position as Chairman of the Board.

By Waiver and Consent of Shareholders, Jack Wong was re-elected Director of the Company, effective March 30, 2024.

Wong was paid a total salary of $287,650 and $264,088 for the years ended June 30, 2024, and 2023 respectively.

Balakrishnan B.S.

1 unchanged sentence

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

By resolution of the Board, Balakrishnan B S Muthu was appointed Chairman of the Board to replace Joesph Ambrose Lee effective June 18, 2024.

Balakrishnan was paid a total salary of $0 and $41,838 for the years ended June 30, 2024, and 2023 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 $0 and $26,010 for the years ended June 30, 2024, and 2023 and resigned as Director on March 30, 2023.

35 unchanged sentences

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

The following table sets forth, as of October 2, 2023, 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 September 13, 2024, 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.

11 unchanged sentences

Balakrishnan B.S.

Block B-5, 20/F., Great Smart Tower, 230 Wanchai Road,

7,095,233 common shares

Direct ownership

Wanchai, Hong Kong

500,000 common shares

1 unchanged sentence

Banavees Resources

Block B-5, 20/F., Great Smart Tower, 230 Wanchai Road,

Chen Ching (2)

12,341,608 common shares

Direct ownership

Wanchai, Hong Kong

Eric Bava (2)

670,000 common shares

Indirect ownership through

Goldlynn Invest Limited

Direct ownership

Concannon (2)

3,845,011 common shares

Direct ownership

Directors and Executive Officers as a Group (4)

10 unchanged sentences

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

3 unchanged sentences

Direct ownership

Internet.com Ltd

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

70,343,443 common shares

Direct ownership

_____________

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

Applicable percentage ownership is based on 1,240,374,345 shares of Common Stock outstanding as of September 13, 2024.

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.

Jack Wong, our Chief Executive Officer and a Director, Balakrishnan B S Muthu, our Chief Financial Officer and a Director, Chen Ching, our director， Eric Bava, our Chief Operating Officer and Jeremy P.

Concannon, our Chief Growth Officer have not filed their respective Forms 3.

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

6 unchanged sentences

Borneo Eco Food Sdn Bhd (#1)

SB Resorts Sdn Bhd (#2)

Rental income:

Other income – Sales of wash sand to:

Jusra Mining Merapoh Sdn Bhd (#1)

Jack Wong (#3)

Site expenses:

3 unchanged sentences

Interest expense paid to:

Borneo Oil Corporation Sdn Bhd (#9)

Rental expense paid to:

SB Resorts Sdn Bhd (#2)

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 Oil Berhad (“BOB”) (#1)

Borneo Energy Sdn Bhd (#1)

1 unchanged sentence

Victoria Capital Sdn Bhd (#6)

UnitiMart Sdn Bhd (9#)

Makin Teguh Sdn Bhd (9#)

Trade payables

Warisan Khidmat Sdn Bhd (#4)

Ambrose & Partners (#7)

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.

Trade receivables

Borneo Eco Food Sdn Bhd (#2)

Ambrose & Partners (#7)

SB Resorts Sdn Bhd (#2)

Other payables

Ambrose & Partners (#7)

SB Supplies & Logistic Sdn Bhd (#1)

SB Resorts Sdn Bhd (#2)

Borneo Eco Food Sdn Bhd (#2)

Promissory notes issued to related party

(#1) 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).

Bhd., Borneo Energy Sdn Bhd and SB Supplies & Logistic Sdn Bhd, and held 13.2% of the Company’s issued and outstanding common stock as of June 30, 2024.

(#2) SB Resorts Sdn Bhd and Borneo Oil Corporation Sdn Bhd (“BOC”) are wholly owned subsidiaries of Borneo Oil Berhad (“BOB”) (holding 13.2% of the Company’s issued and outstanding common stock as of June 30, 2024).

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.

Jack Wong was 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.

1 unchanged sentence

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

On September 12, 2023, Jack Wong stepped down from his position as President of the Company, but remains as Chief Executive Office of the Company.

By Waiver and Consent of Shareholders, Jack Wong was re-elected Director of the Company, effective March 30, 2024.

(#4) Warisan Khidmat Sdn.

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

(#5) Taipan International Limited is one of the shareholders of the Company, and held 32.5% of the Company’s issued and outstanding Common Stock as of June 30, 2024.

1 unchanged sentence

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, 2024.

(#7) Datuk Joseph Lee Yok Min, an indirect significant shareholder, is a partner of J.

Ambrose & Partners.

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

Joseph Ambrose Lee who was also appointed as a Director and Chairman of the Board of Directors of the Company effective January 23, 2024, is also the Managing Director of BOB.

On February 6, 2024, by resolution of the Board of the Company, Joseph Ambrose Lee appointed as a member of the newly formed Management Committee of the Board.

Subsequently on June 18, 2024, Joesph Ambrose Lee tendered his resignation as Director and Chairman of the Board and member of the Management Committee of the Company.

(#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.

(#9) Borneo Oil Berhad (“BOB”) is ultimate holding company of UnitiMart Sdn.

Bhd., and held 13.2% of the Company’s issued and outstanding common stock as of June 30, 2024.

Makin Teguh Sdn Bhd is associates of BOB.

Principal Accounting Fees and Services.

70 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