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VERDE RESOURCES, INC. - Quarter Report: 2022 September (Form 10-Q)

   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2022

 

or

 

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to ____________

 

Commission file number: 000-55276

 

Verde Resources, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

32-0457838

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

2 Cityplace Drive, Suite 200, St. Louis, MO 63141

(Address of principal executive offices)

 

(323) 538-5799

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).

 

Large accelerated filer

Accelerated filer

Non-accelerated Filer

Smaller reporting company

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

As of November 15, 2022, there were 836,619,265 shares of the issuer’s common stock, par value $0.001, outstanding.

 

 

 

 

VERDE RESOURCES, INC.

 

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022

 

TABLE OF CONTENTS

 

 

 

 

PAGE

 

 

 

 

 

 

PART I - FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Unaudited Condensed Consolidated Financial Statements.

 

4

 

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

5

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

9

 

 

 

 

 

 

Item 4.

Controls and Procedures.

 

9

 

 

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings.

 

10

 

 

 

 

 

 

Item 1A.

Risk Factors.

 

10

 

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

10

 

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities.

 

10

 

 

 

 

 

 

Item 4.

Mine Safety Disclosures.

 

10

 

 

 

 

 

 

Item 5.

Other Information.

 

10

 

 

 

 

 

 

Item 6.

Exhibits.

 

11

 

 

 

 

 

 

 

SIGNATURES

 

12

 

 

 
2

Table of Contents

 

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical facts, included in this Form 10-Q including, without limitation, statements in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); expansion and growth of the Company’s business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company’s expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.

 

These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as “believes,” “anticipates,” “expects,” “estimates,” “plans,” “may,” “will,” or similar terms. These statements appear in a number of places in this filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company’s financial condition or results of operations for its limited history; (ii) the Company’s business and growth strategies; and, (iii) the Company’s financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company’s limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to our filings with the SEC under the Exchange Act and the Securities Act of 1933, as amended, including our Current Report on Form 10-K filed with the Securities and Exchange Commission on November 4, 2022.

 

Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.

 

 
3

Table of Contents

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Item Regulation S-X, Rule 10-01(c) Interim Financial Statements, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended September 30, 2022 are not necessarily indicative of the results that can be expected for the year ended June 30, 2023.

 

VERDE RESOURCES, INC.

 

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022

 

 

 

Page

 

 

 

 

 

Condensed Consolidated Balance Sheets as at September 30, 2022 (Unaudited) and June 30, 2022

 

F-1

 

 

 

 

 

Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended September 30, 2022 and 2021 (Unaudited)

 

F-2

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2022 and 2021 (Unaudited)

 

F-3

 

 

 

 

 

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended September 30, 2022 and 2021 (Unaudited)

 

F-4

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

F-5

 

 

 
4

Table of Contents

 

VERDE RESOURCES, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

 

 

September 30, 2022

 

 

June 30, 2022

 

ASSETS

 

 

 

 

 

 

Current asset:

 

 

 

 

 

 

Cash and cash equivalents

 

$748,351

 

 

$418,917

 

Accounts receivable

 

 

28,132

 

 

 

21,028

 

Inventories

 

 

83,204

 

 

 

87,035

 

Other receivables, deposits and prepayments

 

 

189,303

 

 

 

119,238

 

 

 

 

 

 

 

 

 

 

Total current assets

 

 

1,048,990

 

 

 

646,218

 

 

 

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

1,923,833

 

 

 

1,048,893

 

Right of use assets, net

 

 

660,000

 

 

 

685,714

 

Mining rights

 

 

18,728

 

 

 

27,088

 

Security deposit

 

 

-

 

 

 

240,000

 

Deposit paid for acquisition of subsidiaries

 

 

25,935,550

 

 

 

25,935,550

 

Deposit paid for acquisition of property and equipment

 

 

5,080,000

 

 

 

5,080,000

 

 

 

 

 

 

 

 

 

 

Total non-current assets

 

 

33,618,111

 

 

 

33,017,245

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$34,667,101

 

 

$33,663,463

 

 

 

 

 

 

 

 

 

 

LIABILTIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$5,400

 

 

$18,211

 

Accrued liabilities and other payables

 

 

269,994

 

 

 

283,656

 

Lease liabilities

 

 

116,905

 

 

 

75,224

 

Promissory notes

 

 

19,010,255

 

 

 

18,484,028

 

Amounts due to related parties

 

 

530,362

 

 

 

555,527

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

19,932,916

 

 

 

19,416,646

 

 

 

 

 

 

 

 

 

 

Non-current liabilities:

 

 

 

 

 

 

 

 

Lease liabilities

 

 

285,154

 

 

 

97,900

 

 

 

 

 

 

 

 

 

 

Total non-current liabilities

 

 

285,154

 

 

 

97,900

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

20,218,070

 

 

 

19,514,546

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding

 

 

-

 

 

 

-

 

Common stock, $0.001 par value; 10,000,000,000 shares authorized; 820,688,055 and 819,188,055 issued and outstanding as of September 30, 2022 and June 30, 2022

 

 

820,688

 

 

 

819,188

 

Common stock, $0.001 par value; 15,328,029 and 0 shares to be issued as of September 30, 2022 and June 30, 2022

 

 

 15,328

 

 

 

 -

 

Additional paid-in capital

 

 

24,505,062

 

 

 

22,945,190

 

Accumulated other comprehensive loss

 

 

822,279

 

 

 

742,459

 

Accumulated deficit

 

 

(11,714,326)

 

 

(10,357,920)

Stockholders’ equity

 

 

14,449,031

 

 

 

14,148,917

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$34,667,101

 

 

$33,663,463

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 
F-1

Table of Contents

  

VERDE RESOURCES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

 

 

Three Months ended September 30,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Revenue, net

 

$26,312

 

 

$-

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

(47,939)

 

 

-

 

 

 

 

 

 

 

 

 

 

Gross loss

 

 

(21,627)

 

 

-

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

(810,442)

 

 

(363,996)

Total operating expenses

 

 

(810,442)

 

 

(363,996)

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATION

 

 

(832,069)

 

 

(363,996)

 

 

 

 

 

 

 

 

 

Other (expense) income :

 

 

 

 

 

 

 

 

Interest expense

 

 

(530,112)

 

 

(470,766)

Other income

 

 

5,775

 

 

 

12,090

 

Total other expense, net

 

 

(524,337)

 

 

(458,676)

 

 

 

 

 

 

 

 

 

LOSS BEFORE INCOME TAXES

 

 

(1,356,406)

 

 

(822,672)

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

 

(1,356,406)

 

 

(822,672)

 

 

 

 

 

 

 

 

 

Net loss attributable to non-controlling interest

 

 

-

 

 

 

(4,379)

Net loss attributable to Verde Resources Inc., shareholders

 

 

-

 

 

 

(818,293)

 

 

 

 

 

 

 

 

 

 

 

$(1,356,406)

 

$(822,672)

 

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

 

 

– Foreign currency adjustment gain

 

 

79,820

 

 

 

8,994

 

Less: other comprehensive income attributable to non-controlling interest

 

 

-

 

 

 

1,349

 

Add: other comprehensive income attributable to Verde Resources Inc., shareholders

 

 

79,820

 

 

 

7,645

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE LOSS

 

$(1,276,586)

 

$(809,299)

 

 

 

 

 

 

 

 

 

Net loss per share:

 

 

 

 

 

 

 

 

– Basic

 

$(0.00)

 

$(0.00)

– Diluted

 

$(0.00)

 

$(0.00)

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

– Basic

 

 

820,182,620

 

 

 

810,742,109

 

– Diluted

 

 

835,510,649

 

 

 

810,742,109

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 
F-2

Table of Contents

 

VERDE RESOURCES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Currency expressed in United States Dollars (“US$”))

 

 

 

Three Months ended September 30,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$(1,356,406)

 

$(822,672)

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

 

 

 

 

 

 

 

 

Depreciation of property and equipment

 

 

27,952

 

 

 

1,086

 

Amortization

 

 

32,919

 

 

 

7,776

 

Stock-based compensation

 

 

232,500

 

 

 

96,128

 

Finance cost interest element of promissory notes (non-cash)

 

 

526,227

 

 

 

470,766

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(8,141)

 

 

-

 

Other receivables, deposits and prepayments

 

 

(70,165)

 

 

87

 

Inventories

 

 

(462)

 

 

-

 

Accounts payables

 

 

(11,912)

 

 

(721)

Accrued liabilities and other payables

 

 

9,413

 

 

 

2,445

 

Advanced from sub-contractor and related parties

 

 

17,091

 

 

 

291

 

Net cash used in operating activities

 

 

(600,984

)

 

 

(244,814)

 

 

 

 

 

 

 

 

 

Cash flows from investing activity:

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(424,248)

 

 

-

 

Net cash used in investing activity

 

 

(424,248)

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Repayments to related parties

 

 

-

 

 

 

(79,518)

Proceeds from common shares and additional paid in capital

 

 

 1,323,200

 

 

 

 -

 

Repayments to lease liabilities

 

 

(11,814)

 

 

-

 

Net cash provided by (used in) financing activities

 

 

1,311,386

 

 

(79,518)

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalent

 

 

286,154

 

 

 

(324,332)

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

43,280

 

 

 

5,805

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

329,434

 

 

 

(318,527)

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD

 

 

418,917

 

 

 

2,117,622

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, AT END OF PERIOD

 

$748,351

 

 

$1,799,095

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$-

 

 

$-

 

Cash paid for interest

 

$-

 

 

$-

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 
F-3

Table of Contents

 

VERDE RESOURCES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

 

 

Common stock

 

 

 

 

 

 Accumulated other

 

 

 

 

 

Non- 

 

 

Total 

 

 

 

No. of shares

 

 

Amount

 

 

Additional paid-in capital

 

 

comprehensive income

 

 

Accumulated

losses

 

 

controlling interest

 

 

stockholders’

equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of July 1, 2022

 

 

819,188,055

 

 

$819,188

 

 

$22,945,190

 

 

$742,459

 

 

$(10,357,920)

 

$-

 

 

$14,148,917

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share issued to service provider

 

 

1,500,000

 

 

 

1,500

 

 

 

231,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

232,500

 

Shares to be issued

 

 

 15,328,029

 

 

 

 15,328

 

 

 

 1,328,872

 

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 1,344,200

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,356,406)

 

 

 

 

 

 

(1,356,406)

Foreign currency translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

79,820

 

 

 

-

 

 

 

-

 

 

 

79,820

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of September 30, 2022

 

 

835,724,316

 

 

$836,016

 

 

$24,505,062

 

 

$822,279

 

 

$(11,714,326)

 

$-

 

 

$14,449,031

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of July 1, 2021

 

 

779,742,109

 

 

$779,742

 

 

$20,699,067

 

 

$646,205

 

 

$(5,913,255)

 

$(441,834)

 

$15,769,925

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for acquisition

 

 

31,000,000

 

 

 

31,000

 

 

 

899,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

930,000

 

Stock based compensation

 

 

-

 

 

 

-

 

 

 

96,128

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

96,128

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(818,293)

 

 

(4,379)

 

 

(822,672)

Foreign currency translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

7,645

 

 

 

-

 

 

 

1,349

 

 

 

8,994

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of September 30, 2021

 

 

810,742,109

 

 

$810,742

 

 

$21,694,195

 

 

$653,850

 

 

$(6,731,548)

 

$(444,864)

 

$15,982,375

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 
F-4

Table of Contents

 

VERDE RESOURCES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND

 

Verde Resources, Inc. (“We” or “Company” or “VRDR”) was incorporated on April 22, 2010, in the State of Nevada, U.S.A..

 

We currently operate in two lines of business: (i) gold exploration and mining through Champmark Sdn. Bhd., a Malaysian corporation (“CSB”); and (ii) production and distribution of renewable commodities through Verde Resources (Malaysia) Sdn. Bhd., a Malaysian corporation.  We intend to develop operations in the distribution of THC-free cannabinoid products through Verde Life Inc., an Oregon corporation. We are also engaged in investment opportunities in other non-mining areas including the bioenergy industry, real properties and the food & beverage sector.

 

The Company currently is engaged in the sale of gold mineral, distribution of THC-free cannabinoid (CBD) products, production and distribution of renewable commodities and real property holding. 

 

As of September 30, 2022, the Company has the following subsidiaries:-

 

Company name

 

Place of incorporation

 

Principal activities and place of operation

 

Effective interest held

 

 

 

 

 

 

 

Verde Resources Asia Pacific Limited (“VRAP”) (fka Gold Billion Global Limited)

 

British Virgin Islands

 

Investment holding

 

100%

 

 

 

 

 

 

 

Verde Resources (Malaysia) Sdn Bhd (“VRSB”)

 

Malaysia

 

Provision of consultation service and distribution of renewable agricultural commodities

 

100%

 

 

 

 

 

 

 

Verde Renewables, Inc. (“VRI”)

 

State of Missouri, U.S.A.

 

Management of a processing and packaging facility

 

100%

 

 

 

 

 

 

 

Verde Life Inc. (“VLI”)

 

State of Oregon, U.S.A.

 

Distribution of THC-free cannabinoid (CBD) products

 

100%

 

 

 

 

 

 

 

Champmark Sdn Bhd (“Champmark”)

 

Malaysia

 

Mining of minerals

 

100%

 

 

 

 

 

 

 

The Wision Project Sdn Bhd (“Wision”)

 

Malaysia

 

Digital innovation, marketing & consulting service, PR, branding, influencer marketing, event management and media relations services

 

100%

 

 

 

 

 

 

 

Verde Estates LLC (“VEL”)

 

State of Missouri, U.S.A.

 

Holding real property

 

100%

 

The Company and its subsidiaries are hereinafter referred to as (the “Company”).

 

 
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying unaudited condensed consolidated financial statements and notes.

 

·

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

 

In the opinion of management, the consolidated balance sheet as of June 30, 2022 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended September 30, 2022 are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, 2023 or for any future period.

 

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended June 30, 2022, filed with the SEC on November 4, 2022.

 

·

Use of Estimates and Assumptions

 

The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

 

In preparing these unaudited condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates.

 

·

Basis of Consolidation

 

The unaudited condensed consolidated financial statements include the financial statements of Verde Resources, Inc. and its subsidiaries. All significant inter-company balances and transactions within the Company and its subsidiaries have been eliminated upon consolidation.

 

·

Segment Reporting

 

Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in consolidated financial statements. Currently, the Company operates in four reportable operating segments.

 

·

Concentrations of Credit Risk

 

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

 

·

Risks and Uncertainties

 

The Company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.

 

 
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·

Cash and Cash Equivalents

 

Cash and cash equivalents are carried at cost and represent cash in banks, money market funds, and certificates of term deposits with maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $748,356 and $418,917 in cash and cash equivalents at September 30, 2022 and June 30, 2022.

 

At September 30, 2022 and June 30, 2022, cash and cash equivalents consisted of bank deposits in a Malaysian bank and petty cash on hand.

 

·

Accounts Receivable

 

Accounts receivable are recognized and carried at net realizable value. An allowance for doubtful accounts will be recorded in the period when a loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging, ongoing business relation and other factors. Accounts are written off after exhaustive efforts at collection. If accounts receivable are to be provided for, or written off, they would be recognized in the consolidated statement of operations within operating expenses. At September 30, 2022 and June 30, 2022, the Company has no allowance for doubtful accounts, as per management’s judgment based on their best knowledge. As of September 30, 2022 and June 30, 2022, the longest credit term for certain customers are 60 days.

 

·

Inventories

 

Inventories are stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. Costs include material, labor and overhead costs. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand.

 

As of September 30, 2022 and June 30, 2022, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs.

 

·

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

 

 

 

Expected useful life

 

Land and buildings

 

3-27.5 years

 

Plant and machinery

 

5-7 years

 

Office equipment

 

3 years

 

Project equipment

 

5 years

 

Computer

 

5 years

 

Motor vehicle

 

5 years

 

Furniture & fittings

 

5 years

 

 

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterment which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the unaudited condensed consolidated statements of income and other comprehensive income in other income or expenses.

 

·

Impairment of Long-lived Assets

 

In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property, plant and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

 

 
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·

Revenue Recognition

 

ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

 

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

·

identify the contract with a customer;

 

·

identify the performance obligations in the contract;

 

·

determine the transaction price;

 

·

allocate the transaction price to performance obligations in the contract; and

 

·

recognize revenue as the performance obligation is satisfied.

 

 

Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct.

 

Product sales

 

Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.

 

Revenues from product sales are recorded net of reserves established for applicable discounts and allowances that are offered within contracts with the Company’s customers.

 

Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the following categories: discounts, returns and rebates. These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable as the amount is payable to the Company’s customer.

 

Gold mining

 

Revenue from the sales of gold mineral or other minerals to registered gold trading companies or other customers in Malaysia is recognized as revenue in accordance with the following core principles: at the time of gold or minerals sales, the contract with customers and the performance obligations are identified. The transaction and selling price is determined by the prevailing market value of gold bullion quoted by the leading registered gold trading company in Malaysia or at an agreed price. Sales invoice will be prepared to reflect the proper transaction price based on the performance obligation allocation. After delivery is completed and the performance obligation is satisfied, sales invoice will be presented to the customers and so revenue is then recognized accordingly.

 

 
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·

Leases

 

The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term.

 

ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC Topic 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets.

 

ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities.

 

The Company recognized no impairment of ROU assets as of September 30, 2022 and June 30, 2022.

 

The operating lease is included in operating lease right-of-use assets and operating lease liabilities as current and non-current liabilities in the unaudited condensed consolidated balance sheets at September 30, 2022 and June 30, 2022.

 

Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, we as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to us, while the leased asset is depreciated in accordance with our depreciation policy if the title is to eventually transfer to us. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 842.

 

·

Income Taxes

 

The Company adopted the ASC Topic 740, Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the unaudited condensed consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the unaudited condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 

·

Uncertain Tax Positions

 

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC Topic 740 provisions of Section 740-10-25 for the three months ended September 30, 2022 and 2021.

 

 
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·

Foreign Currencies Translation

 

The Company’s reporting currency is the United States dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in United States dollars. The Company’s functional currency is the Malaysian Ringgit (“MYR”) which is a functional currency as being the primary currency of the economic environment in which their operations are conducted.

 

Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the unaudited condensed consolidated statement of operations.

 

For reporting purposes, in accordance with ASC Topic 830 ”Translation of Financial Statements”, capital accounts of the unaudited condensed consolidated financial statements are translated into United States dollars from MYR at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures are translated at the average exchange rate of the respective period. The gains and losses resulting from translation of financial statements subsidiaries to the reporting currency are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.

 

Translation of MYR into U.S. dollars has been made at the following exchange rates for the following periods:-

 

 

 

September 30, 2022

 

 

September 30, 2021

 

Period-end MYR:US$ exchange rate

 

 

4.23360

 

 

 

4.15511

 

Average period MYR:US$ exchange rate

 

 

0.22687

 

 

 

0.23895

 

 

·

Comprehensive Income

 

ASC Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying unaudited condensed consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

 

·

Net Loss per Share

 

The Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share. Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 

·

Stock Based Compensation

 

The Company accounts for stock-based compensation in accordance with ASC Topic 718-10, Compensation-Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options, restricted stock units, and stock appreciation rights are based on estimated fair values. Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period.

 

The Company accounts for non-employee stock-based awards at fair value in accordance with the measurement and recognition criteria of ASC Topic 505-50, “Equity-Based Payments to Non-Employees”.

 

·

Mineral Acquisition and Exploration Costs

 

Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

 

 
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·

Environmental Expenditures

 

The operations of the Company have been, and may in the future, be affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

 

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

 

·

Related Parties

 

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

 

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

·

Commitments and Contingencies

 

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

 

 
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·

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

 

Level 1

 

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

 

 

 

Level 2

 

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

 

 

 

Level 3

 

Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, loan and fee receivable, prepayments and other receivables, amounts due from related parties, accrued liabilities and other payables, loans payable, amounts due to related parties approximate their fair values because of the short maturity of these instruments.

 

·

Recent Accounting Pronouncements

 

During the three months ended September 30, 2022, there have been no new, or existing, recently issued accounting pronouncements that are of significance, or potential significance, that impact the Company’s unaudited condensed consolidated financial statements.

 

 
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NOTE 3 - GOING CONCERN UNCERTAINTIES

 

The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

The Company has generated recurring losses and suffered from an accumulated deficit of $11,714,326 at September 30, 2022. The continuation of the Company as a going concern in the next twelve months is dependent upon the Company’s success in pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

 

The ability of the Company to survive is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.  In response to these problems, management intends to raise additional funds through public or private placement offerings, and related party loans.

 

No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

 

 
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NOTE 4 – BUSINESS SEGMENT INFORMATION

 

Currently, the Company has four reportable business segments, mainly operating in:

 

(i)

Gold mineral mining;

 

 

(ii)

Distribution of THC-free cannabinoid (CBD) products,

 

 

(iii)

Production and distribution of renewable commodities; and

 

 

(iv)

Holding of real property.

 

In the following table, revenue is disaggregated by primary major product line, and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the reportable segments for the three months ended September 30, 2022 and 2021:

 

 

 

Three Months ended September 30, 2022

 

 

 

Gold

mineral mining

 

 

Distribution of THC-free cannabinoid (CBD) products

 

 

Production and distribution of renewable commodities

 

 

Holding property

 

 

Corporate unallocated

 

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$-

 

 

$-

 

 

$23,344

 

 

$2,050

 

 

$918

 

 

$26,312

 

Cost of revenue

 

 

-

 

 

 

-

 

 

 

(47,427)

 

 

-

 

 

(512)

 

 

(47,939)

Gross loss

 

 

-

 

 

 

-

 

 

 

(24,083)

 

 

(2,050)

 

 

406

 

 

 

(21,627)

General & administrative expenses

 

 

(47,060)

 

 

(25)

 

 

(498,779)

 

 

(23,453)

 

 

(241,125)

 

 

(810,442)

Loss from operations

 

 

(47,060)

 

 

(25)

 

 

(522,862)

 

 

(21,403)

 

 

(240,719)

 

 

(832,069)

Interest expense

 

 

-

 

 

 

-

 

 

 

(3,885

 

-

 

 

 

(526,227)

 

 

(530,112)

Other income

 

 

5,775

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,775

 

Loss before income tax

 

 

(41,285)

 

 

(25)

 

 

(526,747)

 

 

(21,403)

 

 

(766,946)

 

 

(1,356,406)

Income tax

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net loss

 

$(41,285)

 

$(25)

 

$(526,747)

 

$(21,403)

 

$(766,946)

 

$(1,356,406)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets at September 30, 2022

 

$36,503

 

 

$148,479

 

 

$865,687

 

 

$1,256,787

 

 

$32,359,645

 

 

$34,667,101

 

 

 

 

Three Months ended September 30, 2021

 

 

 

Gold

mineral mining

 

 

Distribution of THC-free cannabinoid (CBD) products

 

 

Production and distribution of renewable commodities

 

 

Holding property

 

 

Corporate unallocated

 

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

Cost of revenue

 

 

-

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

Gross loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

General & administrative expenses

 

 

(41,283 )

 

 

-

 

 

 

-

 

 

 

(10,488)

 

 

(312,225 )

 

 

(363,996 )

Loss from operations

 

 

(41,283 )

 

 

-

 

 

 

-

 

 

 

(10,488)

 

 

(312,225 )

 

 

(363,996 )

Interest expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(470,766 )

 

 

(470,766 )

Other income

 

 

12,090

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

12,090

 

Loss before income tax

 

 

(29,193 )

 

 

-

 

 

 

-

 

 

 

(10,488)

 

 

(782,991 )

 

 

(822,672 )

Income tax

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net loss

 

$(29,193 )

 

$-

 

 

$-

 

 

$(10,488)

 

$(782,991 )

 

$(822,672)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets as September 30, 2021

 

$101,928

 

 

$-

 

 

$-

 

 

$555,311

 

 

 

33,145,572

 

 

$33,802,811

 

 

The below revenues are based on the countries in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables: 

 

 

 

Three Months ended September 30,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Malaysia

 

$11,612

 

 

$-

 

United States of America

 

 

 14,700

 

 

 

 -

 

 

 

 

 26,312

 

 

 

 -

 

 

 
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NOTE 5 – OTHER RECEIVABLE, DEPOSITS AND PREPAYMENTS

 

Other receivable, deposits and prepayments as of September 30, 2022 and June 30, 2022 consist of the following:

 

 

 

September 30, 2022

 

 

June 30,

2022

 

 

 

 

 

 

 

 

Deposits

 

$148,451

 

 

$118,516

 

Prepayments

 

 

40,010

 

 

 

722

 

Other receivables

 

 

842

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

$189,303

 

 

$119,238

 

 

NOTE 6 – PROPERTY AND EQUIPMENT

 

A summary of property and equipment at September 30, 2022 and June 30, 2022 is as follows:

 

 

 

September 30, 2022

 

 

June 30,

2022

 

 

 

 

 

 

 

 

Land and building

 

$2,106,599

 

 

$1,642,102

 

Plant and machinery

 

 

467,257

 

 

 

134,198

 

Office equipment

 

 

22,697

 

 

 

23,353

 

Project equipment

 

 

585,055

 

 

 

615,420

 

Computer

 

 

14,717

 

 

 

14,846

 

Motor vehicle

 

 

276,303

 

 

 

225,861

 

Furniture & fittings

 

 

10,270

 

 

 

2,527

 

 

 

 

3,482,898

 

 

 

2,658,307

 

Less: accumulated depreciation

 

 

(1,559,065)

 

 

(1,609,414)

 

 

$1,923,833

 

 

$1,048,893

 

 

Depreciation expense for the three months ended September 30, 2022 and 2021 totaled $27,952 and $1,086, respectively.

 

Land and building with the net carrying value of $740,604 at September 30, 2022 ($746,145 at June 30, 2022) was pledged to a financial institution for facilities granted.

 

 
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NOTE 7 – DEPOSITS PAID

 

At September 30, 2022 and June 30, 2022, deposits consist of the following:

 

 

 

September 30, 2022

 

 

June 30,

2022

 

Deposits paid for acquisition of subsidiaries

 

 

 

 

 

 

- Bio Resources Limited (#1)

 

$25,935,550

 

 

$25,935,550

 

 

 

 

 

 

 

 

 

 

Deposits paid for acquisition of property and equipment

 

 

 

 

 

 

 

 

- Intellectual property license (#2)

 

 

5,000,000

 

 

 

5,000,000

 

- Factory site (#3)

 

 

80,000

 

 

 

80,000

 

 

 

$5,080,000

 

 

$5,080,000

 

 

 

 

 

 

 

 

 

 

Security deposit (#4)

 

$-

 

 

$240,000

 

___________ 

(#1) The Company announced the Share Sale Agreement on May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an unrelated third party, and other unrelated third party individuals, in consideration of issuance of  321,500,000 shares of the Company’s restricted common stock at $0.03 per share, valued at $9,645,000, and the issuance of promissory notes with two-year term period with a principal amount of $20,355,000. 321,500,000 shares were issued on May 12, 2021 and the promissory notes were issued on May 12, 2021. The face value (principal) amount of $20,355,000 is convertible into common shares within 60 days from October 12, 2022, and bearing zero coupon interest. The promissory note is priced at $16,290,550 considering the current market interest rate. This transaction was subsequently closed on October 12, 2022.

 

(#2) On May 10, 2021, the Company announced the Sale and Purchase Agreement to acquire the assets of a 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. This acquisition is currently in progress and 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. The consideration shall be refundable if the transaction fails to complete.

 

(#3) On June 11, 2021, VRAP entered into a Sale and Purchase of Assets Agreement (the “SPA Agreement”) to purchase a factory site from a Malaysia company Segama Ventures Sdn Bhd (“Segama Ventures”), an unrelated third party, in order to expand the Company’s biofraction plant in Malaysia. Under the terms of the SPA Agreement, the acquisition is satisfied by cash payment of $1,600,000 in two instalments of $800,000 each, one payment upon signing the SPA Agreement, and the second payment within three (3) months from the date of the SPA Agreement. A deposit of $800,000 was paid to Segama Ventures on June 10, 2021. On March 2, 2022, however, VRAP entered into a Cancellation of Sale and Purchase of Assets Agreement (“Cancellation Agreement”) for the cancellation of the Sale and Purchase of Assets Agreement to purchase the factory site from Segama Ventures that was signed on June 11, 2021.

 

Also on March 2, 2022, the Company, through VRAP, entered into a Commercial Lease Agreement and Option to Purchase (“Lease Agreement”) to lease the factory site from Segama Ventures for a lease term of seven (7) years (“Lease Term”) at a monthly rental of MYR 36,000 ($8,571). The rent for the entire Lease Term amounts to the sum of MYR 3,024,000 ($720,000) (the “Lease Payment”) to be paid in advance upon commencement of the Lease Agreement together with a payment of security deposit for the sum of MYR 336,000 ($80,000) (the “Security Payment”). The refundable advance of $800,000 from the Cancellation Agreement above was utilized against the security deposit and payment of the advance rental.

 

(#4) On February 10, 2022, the Company, through VEL, a limited liability company incorporated in the State of Missouri, which is an indirect wholly-owned subsidiary of the Company via Verde Renewables, Inc., entered into a Commercial Lease Agreement and Option to Purchase (the “Lease Agreement”) a 24-acre property in La Belle from Jon Neal Simmons and Betty Jo Simmon (the “Landlord”) in order to kickstart carbon farming with biochar in Missouri. Under the Lease Agreement, the term of the lease was for a period of two (2) years and the Company had the right to renew the lease for a total of three renewal periods with each renewal term being two years. The base rent of $10,000 for the term, was payable on the commencement of the Lease Agreement, together with a security deposit of $240,000. The Lease Agreement also granted the Company the exclusive right and option to purchase the premises together with all the right title and interest from the Landlord for a consideration of $490,000 at any time during the two-year term of the lease. If the Company exercised the option to purchase the premises from the Landlord, the upfront lease payment and security deposit could be utilized as part payment of the purchase consideration.  The option to purchase was exercised on September 27, 2022.

 

 
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NOTE 8 - MINING RIGHT

 

A lump sum payment of RM260,500 ($62,260) was made for a mining right over a period of 2 years up to June 13, 2023. The mining right is amortised on a straight-line basis over the term of the right.

  

The table below presents the movement of the right as recorded on the balance sheets.

 

 

 

Three months ended September 30, 2022

 

 

Year Ended

June 30,

2022

 

Balance as at July 1, 2022 and July 1, 2021

 

$27,088

 

 

$60,131

 

Amortization charge for the period

 

 

(7,205)

 

 

(30,779)

Foreign exchange adjustment

 

 

(1,155)

 

 

(2,264)

Balance as of September 30, 2022 and June 30, 2022

 

$18,728

 

 

$27,088

 

 

Amortization charge of mining right was $7,205 and $7,776 for the three months ended September 30, 2022 and 2021, respectively.

 

NOTE 9 – AMOUNTS DUE TO RELATED PARTIES

 

The following breakdown of the balances due to related parties, consisted of:-

 

 

 

September 30, 2022

 

 

June 30,

2022

 

 

 

 

 

 

 

 

BOG

 

$530,362

 

 

$555,527

 

 

Borneo Oil and Gas Corporation Sdn Bhd (“BOG”) is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) (holding 22.7% and 22.8% of the Company’s issued and outstanding common stock as of September 30, 2022 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.

 

NOTE 10 – PROMISSORY NOTES

 

On May 13, 2021, the Company announced the Share Sale Agreement dated May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an unrelated third party,  and other unrelated third party individuals, in consideration of issuance of 321,500,000 shares of the Company’s restricted common stock at $0.03 per share, valued at $9,645,000, and the issuance of promissory notes with two-year term period with a principal amount of $20,355,000. 321,500,000 shares were issued on May 12, 2021 and the promissory notes were issued on May 12, 2021. The face value (principal) amount of $20,355,000 is repayable by May 12, 2023, and bearing zero coupon interest. On January 20, 2022, the Company had reached a mutual agreement with the holders of the notes to enter into a Supplement to Promissory Note, with each noteholder, to convert the total principal loan amount of $20,355,000 into shares of the Company’s restricted Common Stock priced at $0.0611 per share, which represented the last ninety (90) days’ volume weighted average price (VWAP) as of the market closing of January 19, 2022. The Company and the noteholders further agreed that the actual date for the allotment and issue of new shares of the Company’s restricted common stock shall be confirmed in a subsequent written agreement.

 

The fair value of the outstanding promissory notes was calculated with the following assumptions:

 

Risk free rate

 

 

0.268%

Credit spread

 

 

6.513%

Liquidity risk premium

 

 

5.000%

 

The following is a reconciliation of the beginning and ending balances of promissory notes payable using Level 3 inputs:

 

 

 

September 30,

 

 

June 30,

 

 

 

2022

 

 

2022

 

Balance at the beginning of period or year

 

$18,484,028

 

 

$16,535,942

 

Interest expense

 

 

526,227

 

 

 

1,948,086

 

Balance at the end of period or year

 

$19,010,255

 

 

$18,484,028

 

 

The Company recorded $526,227 and $470,766 interest expense on the promissory notes for the three months ended September 30, 2022 and 2021, respectively.

 

 
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NOTE 11 - LEASES

 

The Company adopted ASU No. 2016-02, Leases and determines whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for as a single lease component as the Company has elected the practical expedient. Some of the operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient.

 

Operating leases are included in the right-of-use lease assets, other current liabilities and long-term lease liabilities on the Condensed Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, the incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term.

 

The Company adopts a 5% as weighted average incremental borrowing rate to determine the present value of the lease payments. The weighted average remaining life of the lease was 3 years.

 

The table below presents the lease-related assets and liabilities recorded on the balance sheet.

 

 

 

September 30, 2022

 

 

June 30, 2022

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Right-of-use asset #

 

$660,000

 

 

$685,714

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

Finance lease liabilities

 

$116,905

 

 

$75,224

 

 

 

 

 

 

 

 

 

 

Non-current:

 

 

 

 

 

 

 

 

Finance lease liabilities

 

 

285,154

 

 

 

97,900

 

 

 

 

 

 

 

 

 

 

Total lease liabilities

 

$402,059

 

 

$173,124

 

 

As of September 30, 2022, right-of-use assets were $660,000 and lease liabilities were $402,059.

 

As of June 30, 2022, right-of-use assets were $685,714 and lease liabilities were $173,124.

 

The Company excludes short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities or right-of-use assets. The following tables summarize the lease expense for the periods.

 

 

 

Three Months ended September 30,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Finance lease cost:

 

 

 

 

 

 

Interest on lease liabilities (per ASC 842)

 

$3,885

 

 

$-

 

 

 

 

 

 

 

 

 

 

Operating lease cost:

 

 

 

 

 

 

 

 

Operating lease expense (per ASC 842)

 

 

25,714

 

 

 

10,818

 

 

 

 

 

 

 

 

 

 

Total lease expense

 

$29,599

 

 

$10,818

 

 

Components of Lease Expense

 

The Company recognizes lease expense on a straight-line basis over the term of the operating leases, as reported within “general and administrative” expenses on the accompanying unaudited condensed consolidated statement of operations.

 

 
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Table of Contents

 

Future Contractual Lease Payments as of September 30, 2022

 

The below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the next five years and thereafter ending September 30:

 

Years ending September 30,

 

Operating and finance lease amount

 

 

 

 

 

2023

 

$116,905

 

2024

 

 

66,361

 

2025

 

 

69,797

 

2026

 

 

73,366

 

2027

 

 

66,956

 

Thereafter

 

 

8,674

 

 

 

 

 

 

Total minimum finance lease liabilities instalment payment

 

$402,059

 

 

 

 

 

 

Representing:-

 

 

 

 

Current liabilities

 

$116,905

 

Non-current liabilities

 

 

285,154

 

 

 

$402,059

 

 

For the three months ended September 30, 2022 and 2021, the amortization charge was $3,885 and $0, respectively.

 

# This leasing arrangement for the lease of the Segama factory amounting to $720,000 is for a lease term of seven (7) years and includes an exclusive right and option to purchase the factory site, together with all its right title and interest, for a consideration to be mutually agreed between the parties at any time during the period of two years from the date of the Lease Agreement. The Lease Payment and Security Payment shall be applied toward the Purchase Price upon VRAP exercising the option to purchase. The Company’s lease agreements do not contain any material restrictive covenants.

 

There are no corresponding lease liabilities recorded as the lease payments for the entire lease period has been paid upfront upon inception of the agreement.

 

 
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Table of Contents

 

NOTE 12 - STOCKHOLDERS’ EQUITY

 

Authorized Stock

 

The Company has authorized 10,000,000,000 common shares and 50,000,000 preferred shares, both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

 

Preferred stock outstanding

 

There are no preferred shares outstanding as of September 30, 2022 and June 30, 2022.

 

The Company has no stock option plan, warrants, or other dilutive securities.

 

Common stock outstanding

 

On July 15, 2022, the Company issued a total of 1,500,000 restricted common shares at US$0.155 per share to two consultants pursuant to two consultant agreements; 1,000,000 restricted common shares were issued to Gary F. Zimmer and 500,000 restricted common shares were issued to Lisa Leilani Zimmer Durand, to serve as consultants to the Company. An aggregate of $232,500 was recognized as stock-based compensation under general and administrative expenses during the period ended September 30, 2022.

 

There were 820,688,055 and 819,188,055 shares of common stock issued and outstanding at September 30, 2022 and June 30, 2022, respectively.

 

NOTE 13 - INCOME TAX

 

For the three months ended September 30, 2022 and 2021, the local (“United States of America”) and foreign components of loss before income taxes were comprised of the following:

 

 

 

Three Months ended September 30,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Tax jurisdiction from:

 

 

 

 

 

 

- Local (US regime)

 

$(1,079,901)

 

$(638,989)

- Foreign, including

 

 

 

 

 

 

 

 

British Virgin Island

 

 

(99,335)

 

 

(154,489)

Malaysia

 

 

(177,170)

 

 

(29,194)

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

$(1,356,406)

 

$(822,672)

 

The provision for income taxes consisted of the following:

 

 

 

Three Months ended September 30,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Current tax:

 

 

 

 

 

 

- Local

 

$-

 

 

$-

 

- Foreign

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Deferred tax

 

 

 

 

 

 

 

 

- Local

 

 

-

 

 

 

-

 

- Foreign

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

$-

 

 

$-

 

 

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company mainly operates in U.S.A. and Malaysia that is subject to taxes in the jurisdictions in which they operate, as follows:

 

United States of America

 

VRDR, VRI and VLI are subject to the tax laws of United States of America. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law on December 22, 2017. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented.

 

Net Operating Losses (NOLs) generated prior to January 1, 2018 are able to be carried forward up to twenty subsequent years. Any NOLs created for tax years subsequent to that may be carried forward indefinitely.  However, any NOLs arising from tax years ending after December 31, 2020, can only be used to offset up to 80% of taxable income.

 

For the three months ended September 30, 2022 and 2021, there were no operating income under US tax regime. A full valuation allowance has been provided against the deferred tax assets of $796,959 on the expected future tax benefits from the net operating loss (“NOL”) carry forwards of $3,795,045 as the management believes it is more likely than not that these assets will not be realized in the future.

 

 
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Table of Contents

 

BVI

 

Under the current BVI law, VRAP is not subject to tax on income.

 

Malaysia

 

VRSB, Champmark and Wision are registered in Malaysia and Champmark is subject to the Malaysian corporate income tax at a standard income tax rate of 24% while VRSB and Wision with paid-up capital of MYR2.5 million or less, and gross business income of not more than MYR50 million are taxed at 17% on the first MYR600,000 and 24% for chargeable income in excess of MYR600,000 on the assessable income arising in Malaysia during its tax year.

 

As of September 30, 2022, the operation in Malaysia incurred $5,416,265 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss are allowed to be carried forward up to a maximum of ten (10) years of assessments under the current tax legislation in Malaysia. The Company has provided for a full valuation allowance against the deferred tax assets of $1,299,904 on the expected future tax benefits from the net operating loss (“NOL”) carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

 

 

Three Months ended September 30,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Loss before income taxes

 

$(177,170)

 

$(29,194)

Statutory income tax rate

 

 

24%

 

 

24%

Income tax expense at statutory rate

 

 

(42,521)

 

 

(7,007)

Non-deductible items

 

 

2,280

 

 

 

-

 

Net operating loss

 

 

40,241

 

 

 

7,007

 

Income tax expense

 

$-

 

 

$-

 

 

The following table sets forth the significant components of the deferred tax assets of the Company:

 

 

 

September 30, 2022

 

 

June 30,

2022

 

 

 

 

 

 

 

 

Deferred tax assets:

 

 

 

 

 

 

Net operating loss carry forwards, from

 

 

 

 

 

 

US tax regime

 

$796,959

 

 

$1,983

 

Malaysia tax regime

 

 

1,299,904

 

 

 

1,204,288

 

Less: valuation allowance

 

 

(2,096,863)

 

 

(1,206,271)

Deferred tax assets, net

 

$-

 

 

$-

 

 

The Company has recorded valuation allowances for certain tax attribute carry forwards and other deferred tax assets due to uncertainty that exists regarding future realizability. If in the future the Company believes that it is more likely than not that these deferred tax benefits will be realized, the majority of the valuation allowances will be reversed in the unaudited condensed consolidated statement of operations. The Company did not have any interest and penalty provided or recognized in the income statements for the three months ended September 30, 2022 and 2021. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months.

 

 
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NOTE 14 - RELATED PARTY TRANSACTIONS

 

 

 

For the Three Months ended

 

 

 

September 30,

 

 

 

2022

 

 

2021

 

Related party transactions:

 

 

 

 

 

 

Sales to:

 

 

 

 

 

 

Borneo Eco Food Sdn Bhd (#3)

 

$7,158

 

 

$-

 

Other income – Sales of wash sand to:

 

 

 

 

 

 

 

 

Jusra Mining Merapoh Sdn Bhd (#1)

 

$-

 

 

$12,090

 

Site expenses:

 

 

 

 

 

 

 

 

Warisan Khidmat Sdn Bhd (#4)

 

$7,972

 

 

$-

 

Professional services provided by:

 

 

 

 

 

 

 

 

Warisan Khidmat Sdn Bhd (#4)

 

$4,647

 

 

$-

 

 

Related party balances:

 

 

 

 

As of

 

 

 

September 30, 2022

 

 

June 30, 2022

 

Trade receivables

 

 

 

 

 

 

Borneo Eco Food Sdn Bhd (#2)

 

$8,353

 

 

$5,933

 

 

 

 

 

 

 

 

 

 

Deposits paid for acquisition of property and equipment

 

 

 

 

 

 

 

 

Borneo Energy Sdn Bhd (#2)

 

$-

 

 

$5,000,000

 

 

 

 

 

 

 

 

 

 

Trade Payables

 

 

 

 

 

 

 

 

Warisan Khidmat Sdn Bhd (#3)

 

$-

 

 

$7,253

 

 

 

 

 

 

 

 

 

 

Advanced from related parties

 

 

 

 

 

 

 

 

Advanced from BOG (#4)

 

$530,362

 

 

$555,527

 

 

(#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 (“VRAP”) (formerly known as Gold Billion Global Limited) and is also the major shareholder of Jusra Mining Merapoh Sdn Bhd.

(#2) Borneo Oil Berhad (“BOB”) is the ultimate holding company of Borneo Eco Food Sdn. Bhd. and Borneo Energy Sdn Bhd, and held 22.7% and 22.8% of the Company’s issued and outstanding common stock as of September 30, 2022 and June 30, 2022, respectively.

(#3) Warisan Khidmat Sdn, Bhd. is a company whose shareholdings is entirely held by Director of Verde Malaysia.

(#4) Borneo Oil and Gas Corporation Sdn Bhd (“BOG”) is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) (holding 22.7% and 22.8% of the Company’s issued and outstanding common stock as of September 30, 2022 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.

 

Apart from the transactions and balances detailed elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.

 

 
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NOTE 15 - CONCENTRATIONS OF RISK  

 

The Company is exposed to the following concentrations of risk:

 

(a) Major customers

 

For the three months ended September 30, 2022 and 2021, there was no single customer whose revenue exceeded 10% of the revenue.

 

(b) Economic and political risk

 

The Company’s major operations are conducted in U.S.A. and Malaysia. Accordingly, the political, economic, and legal environments in U.S.A. and Malaysia, as well as the general state of U.S.A. and Malaysia’s economy may influence the Company’s business, financial condition, and results of operations. Changes in global economic conditions, including inflation which resulted in lower consumer confidence, may continue to have negative impact on our business, revenues and earnings. Inflation rates have increased and may continue to rise. Our suppliers may continue to raise prices that we may not be able to pass on to our customers. This may continue to affect our business, including our competitive position, market share, revenues and profit margins.

 

(c) Exchange rate risk

 

The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

 

NOTE 16 - COMMITMENTS AND CONTINGENCIES

 

As of September 30, 2022, the Company has no material commitments or contingencies.

 

NOTE 17 - SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2022, up through the date the Company issued the audited unaudited condensed consolidated financial statements.

 

On October 1, 2022, Balakrishnan B S Muthu resigned from his position as President of Verde Resources, Inc. (“Verde” or the “Company”).  Balakrishnan B S Muthu shall remain as Treasurer, Chief Financial Officer, General Manager and Director of Verde and Liang Wai Keen shall remain as Secretary of the Company.

 

Mr. Jack Wong has been appointed President and Chief Executive Officer of the Company effective October 1, 2022. Mr. Wong was the sole shareholder of The Wision Project Sdn Bhd (“Wision”), a subsidiary which was acquired by the Company through its wholly owned subsidiary Verde Resources (Malaysia) Sdn Bhd (“Verde Malaysia”) pursuant to Share Sale Agreement (“SSA”) signed on March 23, 2022 for the acquisition of one hundred percent 100% of the issued and paid-up ordinary shares in Wision from Mr. Wong.

 

On October 1, 2022, the Company’s Board of Directors adopted an employment and compensation agreement for Mr. Wong (the “Agreement”). The Agreement provides for an employment term of five (5) years. Mr. Wong will receive an annual salary of $287,650 inclusive of any tax payable as required by law. The Company will also provide Mr. Wong an executive vehicle, executive housing, health benefits, and equity incentives upon the Company adopting an equity incentive plan.

 

On October 26, 2022, the Company entered into a corporate consulting services agreement (the “Consulting Agreement”) for investor communication and public relations services with Dutchess Group LLC (“DGL”). Pursuant to terms of the Consulting Agreement, the Company agreed to issue 1,500,000 shares of the Company’s restricted common stock to DGL within forty-five (45) days of signing the Consulting Agreement.

 

On November 7, 2022, the Company issued a total of 15,931,210 restricted common shares comprising 291,667 restricted common shares for US$21,000 at US$0.072 per share to one non-US shareholder, 15,036,362 restricted common shares for US$1,323,200 at US$0.088 per share to five non-US shareholders and 603,181 restricted common shares for US$53,080 at US$0.088 per share to three US shareholders.

 

On November 8, 2022, Jack Wong has been appointed Chief Executive Officer of the Company’s wholly owned subsidiaries Verde Renewables, Inc and Verde Life Inc.

 

 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward-Looking Statements

 

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Description of Business – Risk Factors” section in our Annual Report on Form 10-K, as filed on November 4, 2022. You should carefully review the risks described in our Annual Report and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

 

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

 

All references in this Form 10-Q to the “Company,” “Verde Resources,” “we,” “us,” or “our” are to Verde Resources, Inc.

 

Overview

 

Verde Resources, Inc. (the “Company” or “VRDR”) was incorporated in the State of Nevada on April 22, 2010.

 

We currently operate in two lines of business: (i) gold exploration and mining through Champmark Sdn. Bhd., a Malaysian corporation (“CSB”); and (ii) production and distribution of renewable commodities through Verde Resources (Malaysia) Sdn. Bhd., a Malaysian corporation. We intend to develop operations in the distribution of THC-free cannabinoid products through Verde Life Inc., an Oregon corporation. The Company is also engaged in the investment opportunities in other non-mining areas including the bioenergy industry and the food & beverage sector.

 

The Company conducts business operations in Pahang Malaysia through Champmark Sdn Bhd (“CSB”), a private limited liability company incorporated in Malaysia, and a 100% subsidiary Verde Resources Asia Pacific Limited (“VRAP”) (formerly known as Gold Billion Global Limited), a company incorporated under the laws of the British Virgin Islands.

 

The following diagram illustrates our current corporate structure:

 

vrdr_10qimg2.jpg

  

 
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Table of Contents

 

Stage of Operation

 

The Company has negotiated with Malaysia state agency PKNP on a 2-year lease for a new mining location that is about 5 km from the current Merapoh mine site. The leasing premium has been paid but the mining lease certificate will only be issued upon clearance from the Malaysia Forest Department, which is expected in mid 2023 subject to review on COVID-19 “Movement Control Order” by the Malaysian government.

 

For the current Site IV-1 of the Merapoh Gold Mine, our mining operation would focus on mining other resources such as limestones.

 

The Company believes that there are excellent growth opportunities for its business outside Malaysia. We are constantly exploring for potential acquisition of mining projects in other parts of the world.

 

As our business is affected by the fluctuations of gold prices, the Company intends to diversify its product line by acquiring mining projects with potential for different mineral resources other than gold. We continue to hold discussions with other mining companies for potential collaboration to carry out exploration and exploitation works on other mineral resources in Southeast Asia regions. Apart from the mining industry, the Company has taken steps to look into investment opportunities in the non-mining areas that include the bioenergy industry and the food & beverage sector.

 

The Company is diversifying into the green industry with its acquisition of Bio Resources Ltd (“BRL”), the beneficial and/or registered proprietor of the intellectual property known as “Catalytic Biofraction Process”, which is a slow pyrolysis process using a proprietary catalyst to depolymerise palm biomass wastes (empty fruit bunches or palm kernel shells) in temperature range of 350 degree Celsius to 500 degree Celsius to yield commercially valuable bio products: bio-oil, wood vinegar (pyroligneous acid), biochar and bio-syngas. The intellectual property is a second-generation pyrolysis process where non-food feedstock like the palm biomass wastes is used as feedstock.

 

Apart from the green industry, the Company is also working on a partnership with MRX Technologies, a market leader in commercial extraction systems for cannabis and hemp. The partnership includes an agreement for Verde Resources to white-label THC-free CBD products from MRX Technologies.

 

 
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Table of Contents

  

Results of Operations

 

For the three months ended September 30, 2022 and 2021:

 

The following table sets forth selected financial information from our statements of comprehensive loss for the three months ended September 30, 2022 and 2021:

 

 

 

September 30, 2022

 

 

 September 30, 2021

 

 

Change

 

 

 

Amount

 

 

Amount

 

 

%

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

 

Revenue

 

$26,312

 

 

$-

 

 

 

100%

Cost of revenue

 

$(47,939)

 

$-

 

 

 

-100%

Gross loss

 

$(21,627)

 

$-

 

 

 

-100%

Operating expenses

 

$810,442

 

 

$363,996

 

 

 

122.7%

Interest expense

 

$530,112

 

 

$470,766

 

 

 

12.6%

Other income, net

 

$5,775

 

 

$12,090

 

 

 

-52.2%

NET LOSS

 

$(1,356,406)

 

 

(822,672)

 

 

64.9%

 

The average rate of MYR : USD for three months ended September 30, 2022 and September 30, 2021 was 0.2213 and 0.2388 respectively.

 

Revenue

 

The revenue is mainly derived from the marketing fee and sales of products in Malaysia.

 

We have generated $26,312 and $0 revenues for the three months ended September 30, 2022 and 2021.

 

Cost of revenue

 

We have generated $47,939 and $0 cost of revenues for the three months ended September 30, 2022 and 2021.

 

Gross loss

 

We have recorded a gross loss of $21,627 and $0 for the three months ended September 30, 2022 and 2021.

 

Operating expense

 

Operating expenses comprised mainly of salaries, office costs, legal and professional fees. The increase in operating expenses for the period was mainly due to the increase of legal and professional fees during the period.

 

We have incurred $810,442 and $363,996 in operating expenses through September 30, 2022 and 2021.

 

Other income (expense), net

 

We have interest expense of $530,112 and $470,766 for the three months ended September 30, 2022 and 2021.

 

We have other net income of $5,775 and $12,090 for the three months ended September 30, 2022 and 2021.

 

Net loss

 

As a result of the above factors, the Company incurred a net loss of $1,356,406 and $822,672 for the three months ended September 30, 2022 and 2021, respectively.

 

 
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Table of Contents

 

Liquidity and Capital Resources

 

The following summarizes the key component of our cash flows for the three months ended September 30, 2022 and 2021.

 

Cash Flow Date

 

September 30, 2022

 

 

September 30, 2021

 

 

 

 

 

 

 

 

Net Cash (Used in) operating activities

 

$(600,984

)

 

$(244,814 )

Net Cash (Used in) investing activity

 

 

(424,248 )

 

 

-

 

Net Cash Provided by (Used in) financing activities

 

 

1,311,386

 

 

(79,518)

Effect of exchange rate fluctuation on cash and cash equivalents

 

 

43,280

 

 

 

5,805

 

Net increase in cash and cash equivalents

 

 

329,434

 

 

 

(318,527 )

Cash and cash equivalents, beginning of period

 

 

418,917

 

 

 

2,117,622

 

Cash and cash equivalents, ending of period

 

$748,351

 

 

$1,799,095

 

 

Net Cash Provided by (Used in) Operating Activities

 

For the three months ended September 30, 2022, the Company had incurred net loss from operation of $1,356,406 which posted a negative impact to the Company’s cash flow. The reconciliation on non-cash items such as interest expenses, depreciation and amortization provide positive impact on cash.

 

In the operation analysis, the net cash used in operating activities increased from $244,814 to $600,984.  the operation loss of $1,356,406 was partially offset by the noncash expenses such as $27,952 in depreciation, $32,919 in amortization, $232,500 in share-based compensation and $526,227 in interest expenses on promissory notes. In the operating assets and liabilities, the net increase in current assets resulted mainly from an increase of other receivables, deposits and prepayments of $70,165 whereas the net increase in current liabilities resulted mainly from $17,091 increase of advanced from sub-contractor and related parties. The final result of the cash flow used in operating activities was $600,984.

 

In the operation analysis, the operation loss of $1,395,606 was partially offset by the noncash expenses such as $27,952 in depreciation, $32,919 in amortization, $232,500 in share-based compensation and $526,227 in interest expenses on promissory notes. In the operating assets and liabilities, the net increase in current assets resulted from an increase of other receivables, deposits and prepayments of $30,965 whereas the net increase in current liabilities resulted from $1,332,613 increase of accrued liabilities and accounts payable. The final result of the cash flow used in operating activities was $722,216 positive cash flow effect.

 

Net Cash Provided by (Used in) Investing Activity

 

The net cash used by investing activity of $424,248 resulted from purchase of property and equipment for the three months ended September 30, 2022.

 

Net Cash Provided by (Used in) Financing Activities

 

The net cash provided by financing activities of $1,311,386 resulted from proceeds from shares to be issued of $1,323,200 net off repayments to lease liabilities for the three months ended September 30, 2022 of $11,814.

 

The cash flow situation will not allow for operations in the coming next 12 months by self-generated cash provided from operating activities. The Company needs to increase cash flow supplies with a long term plan until the Company makes sustainable profits and has a positive cash flow. Otherwise, loans from related parties may be a temporary solution, although we have no written loan agreements . There is no guarantee that we will be able to secure adequate financing. If we fail to secure sufficient funds, our business activities may be curtailed, or we may cease to operate.

 

Working Capital

 

As of September 30, 2022 and June 30, 2022, we had cash and cash equivalent of $748,351 and $418,917, respectively. As of September 30, 2022 and June 30, 2022, we have incurred accumulated operating losses of $11,714,326 and $10,357,920, respectively.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

 

 
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Table of Contents

  

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

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 Quarterly Report on Form 10-Q (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. 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 September 30, 2022 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. 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.

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management is dominated by three individuals without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officers in connection with the review of our financial statements as of September 30, 2022. In the meantime, management has appointed external consultants to minimise risk and ascertain compliance of the requirements.

 

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 after the expansion move was materialized.

 

Changes in Internal Controls

 

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the nine months ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 
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Table of Contents

  

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

Item 1A. Risk Factors.

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

N/A.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosure.

 

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“ Dodd-Frank Act “), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic and annual reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine Safety and Health Act of 1977. The Company did not have any mines in the United States during the period ended September 30, 2022.

 

Item 5. Other Information.

 

None.

 

 
10

Table of Contents

 

Item 6. Exhibits.

 

The following exhibits are included as part of this report:

 

Exhibit No.

 

Description

 

 

 

31.1

 

Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.

31.2

 

Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.

32.1

 

Rule 1350 Certifications of Chief Executive Officer and Chief Financial Officer.

101*

 

 

___________

* The following financial information from Verde Resources, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheets as of September 30, 2022, and June 30, 2022, (ii) Condensed Statements of Operations for the three months ended September 30, 2022 and 2021, (iii) Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and 2021, and (iv) Notes to Condensed Financial Statements.

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

VERDE RESOURCES, INC.

 

 

(Registrant)

 

 

 

 

 

Dated: November 17, 2022

By:

/s/ Jack Wong

 

 

 

Jack Wong

 

 

 

President and Chief Executive Officer

 

 

 

(Principal Executive Officer)

 

 

 
12