UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10–Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended DecemberMarch 31, 20182019
or
¨o 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.) |
Block B-5, 20/F, Great Smart Tower, 230 Wanchai Road, Wanchai, Hong Kong |
(Address of principal executive offices) |
|
(852) 21521223 |
(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 x No ¨o
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 x No ¨o
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 | x |
(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 ¨o No x
As of February 14,May 20, 2019 there were 115,038,909 shares of the issuer’s common stock, par value $0.001, outstanding.
VERDE RESOURCES, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED DECEMBERMARCH 31, 20182019
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Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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Unregistered Sales of Equity Securities and Use of Proceeds. |
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2 |
Table of Contents |
PART I - FINANCIAL INFORMATION
VERDE RESOURCES, INC.
INDEX TO INTERIM CONDENSEDINTERIMCONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD OF ENDED DECEMBERMARCH 31, 20182019
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3 |
Table of Contents |
Verde Resources, Inc.
Condensed Consolidated Balance Sheets
|
| As at March 31, |
| As at June 30, |
| |||||||||||
|
| As at December 31, |
| As at June 30, |
|
| 2019 |
|
| 2018 |
| |||||
|
| 2018 |
|
| 2018 |
|
| (Unaudited) |
| (Audited) |
| |||||
ASSETS |
| (Unaudited) |
| (Audited) |
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Current Assets |
|
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|
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|
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Cash and cash equivalents |
| $ | 6,185 |
| $ | 10,032 |
|
| $ | 5,715 |
| $ | 10,032 |
| ||
Amount due from related parties |
| - |
| 4,621 |
|
| - |
| 4,621 |
| ||||||
Inventories |
| 4,293 |
| 9,038 |
|
| 4,332 |
| 9,038 |
| ||||||
Deposit & prepayment |
|
| 1,507 |
|
|
| 1,615 |
|
|
| 429 |
|
|
| 1,615 |
|
Total Current Assets |
| $ | 11,985 |
|
| $ | 25,306 |
|
| $ | 10,476 |
|
| $ | 25,306 |
|
Long Term Assets |
|
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Property, plant and equipment |
| $ | 2,474 |
|
| $ | 6,142 |
|
| $ | 1,253 |
|
| $ | 6,142 |
|
Total Long Term Assets |
| $ | 2,474 |
|
| $ | 6,142 |
|
| $ | 1,253 |
|
| $ | 6,142 |
|
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TOTAL ASSETS |
| $ | 14,459 |
|
| $ | 31,448 |
|
| $ | 11,729 |
|
| $ | 31,448 |
|
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
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Current Liabilities |
|
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Accounts payable |
| $ | 1,561,316 |
| $ | 1,601,894 |
|
| $ | 1,581,121 |
| $ | 1,601,894 |
| ||
Advanced from related parties |
| 563,059 |
| 803,096 |
|
| 595,315 |
| 803,096 |
| ||||||
Accrual |
| 34,421 |
| 38,791 |
|
| 38,693 |
| 38,791 |
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Taxation payable |
| - |
| 468 |
|
| - |
| 468 |
| ||||||
Loans from banks |
|
| 1,411 |
|
|
| 2,461 |
|
|
| 816 |
|
|
| 2,461 |
|
Total Current Liabilities |
| $ | 2,160,207 |
|
| $ | 2,446,710 |
|
| $ | 2,215,945 |
|
| $ | 2,446,710 |
|
Long term Liabilities |
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Loans from banks (non-current) |
| $ | - |
|
| $ | 198 |
|
| $ | - |
|
| $ | 198 |
|
Total Long Term Liabilities |
| $ | - |
|
| $ | 198 |
|
| $ | - |
|
| $ | 198 |
|
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TOTAL LIABILITIES |
| $ | 2,160,207 |
|
| $ | 2,446,908 |
|
| $ | 2,215,945 |
|
| $ | 2,446,908 |
|
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STOCKHOLDERS’ DEFICIT |
|
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Preferred stock, par value $0.001, 50,000,000 shares authorized, none issued and outstanding |
| - |
| - |
|
| - |
| - |
| ||||||
Common stock, par value $0.001, 10,000,000,000 shares authorized, 115,038,909 shares issued and outstanding as of December 31, 2018 & June 30, 2018 respectively |
| $ | 115,039 |
| $ | 115,039 |
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Common stock, par value $0.001, 10,000,000,000 shares authorized, 115,038,909 shares issued and outstanding as of March 31, 2019 & June 30, 2018 respectively |
| $ | 115,039 |
| $ | 115,039 |
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Additional paid-in capital |
| 2,416,243 |
| 2,416,243 |
|
| 2,416,243 |
| 2,416,243 |
| ||||||
Accumulated deficit |
| (4,771,253 | ) |
| (4,934,011 | ) |
| (4,793,428 | ) |
| (4,934,011 | ) | ||||
Accumulated other comprehensive income (loss) |
| 615,581 |
| 548,707 |
|
| 581,630 |
| 548,707 |
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Non-controlled interest |
|
| (521,358 | ) |
|
| (561,438 | ) |
|
| (523,700 | ) |
|
| (561,438 | ) |
Total Stockholders’ Deficit |
| $ | (2,145,748 | ) |
| $ | (2,415,460 | ) |
| $ | (2,204,216 | ) |
| $ | (2,415,460 | ) |
|
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ | 14,459 |
|
| $ | 31,448 |
|
| $ | 11,729 |
|
| $ | 31,448 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
4 |
Table of Contents |
Verde Resources, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
|
| Three Months Ended December 31, |
|
| Six Months Ended December 31, |
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| 2018 |
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| 2017 |
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| 2018 |
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| 2017 |
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REVENUES |
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Revenue |
|
| - |
|
|
| 22,802 |
|
| $ | 8,879 |
|
| $ | 43,523 |
|
Cost of revenue |
|
| (1,539 | ) |
|
| (35,046 | ) |
|
| (12,805 | ) |
|
| (46,079 | ) |
Gross profit (loss) |
|
| (1,539 | ) |
|
| (12,244 | ) |
|
| (3,926 | ) |
|
| (2,556 | ) |
OPERATING EXPENSES: |
|
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Selling, general & administrative expenses |
|
| (35,902 | ) |
|
| 25,325 |
|
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| (93,255 | ) |
|
| 11,300 |
|
PROFIT (LOSS) FROM OPERATIONS |
|
| (37,441 | ) |
|
| 13,081 |
|
| $ | (97,181 | ) |
| $ | 8,744 |
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OTHER INCOME(EXPENSES) |
|
| 26,652 |
|
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| 16,557 |
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| 300,019 |
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| 58,564 |
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NET PROFIT (LOSS) BEFORE INCOME TAX |
|
| (10,789 | ) |
|
| 29,638 |
|
| $ | 202,838 |
|
| $ | 67,308 |
|
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Provision of Income Tax |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
NET PROFIT (LOSS) |
|
| (10,789 | ) |
|
| 29,638 |
|
| $ | 202,838 |
|
| $ | 67,308 |
|
|
|
|
|
|
|
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Non-controlled interest |
|
| (308 | ) |
|
| (185 | ) |
|
| (40,080 | ) |
|
| (7,572 | ) |
Net profit (loss) contributed to the group |
|
| (11,097 | ) |
|
| 29,453 |
|
|
| 162,758 |
|
|
| 59,736 |
|
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Other comprehensive income(loss) |
|
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Foreign currency translation income(loss) |
|
| (2,315 | ) |
|
| (128,578 | ) |
| $ | 66,874 |
|
| $ | (176,688 | ) |
|
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Comprehensive income(loss) |
| $ | (13,412 | ) |
| $ | (99,125 | ) |
| $ | 229,632 |
|
| $ | (116,952 | ) |
|
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Basic and Diluted Profit (Loss) per Common Share |
| $ | (0.0001 | ) |
| $ | 0.0003 |
|
| $ | 0.0014 |
|
| $ | 0.0007 |
|
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|
Weighted Average Number of Common Shares Outstanding |
|
| 115,038,909 |
|
|
| 96,038,909 |
|
|
| 115,038,909 |
|
|
| 93,038,909 |
|
|
| Three Months Ended March 31, |
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| Nine Months Ended March 31, |
| ||||||||||
|
| 2019 |
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| 2018 |
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| 2019 |
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| 2018 |
| ||||
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REVENUES |
|
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Revenue |
|
| - |
|
|
| 14,422 |
|
| $ | 8,879 |
|
| $ | 57,945 |
|
Cost of revenue |
|
| (1,934 | ) |
|
| (10,846 | ) |
|
| (14,739 | ) |
|
| (56,925 | ) |
Gross loss |
|
| (1,934 | ) |
|
| 3,576 |
|
|
| (5,860 | ) |
|
| 1,020 |
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OPERATING EXPENSES: |
|
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|
|
|
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|
|
|
|
|
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|
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|
Selling, general & administrative expenses |
|
| (25,917 | ) |
|
| (353,539 | ) |
|
| (119,172 | ) |
|
| (342,239 | ) |
LOSS FROM OPERATIONS |
|
| (27,851 | ) |
|
| (349,963 | ) |
| $ | (125,032 | ) |
| $ | (341,219 | ) |
|
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|
OTHER INCOME(EXPENSES) |
|
| 3,334 |
|
|
| 71,475 |
|
|
| 303,353 |
|
|
| 130,039 |
|
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NET LOSS BEFORE INCOME TAX |
|
| (24,517 | ) |
|
| (278,488 | ) |
| $ | 178,321 |
|
| $ | (211,180 | ) |
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
Provision of Income Tax |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
NET PROFIT (LOSS) |
|
| (24,517 | ) |
|
| (278,488 | ) |
| $ | 178,321 |
|
| $ | (211,180 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlled interest |
|
| 2,342 |
|
|
| (11,022 | ) |
|
| (37,738 | ) |
|
| (18,594 | ) |
Net loss contributed to the group |
|
| (22,175 | ) |
|
| (289,510 | ) |
|
| 140,583 |
|
|
| (229,774 | ) |
|
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Other comprehensive income(loss) |
|
|
|
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|
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|
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|
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|
|
|
|
|
|
Foreign currency translation income(loss) |
|
| (33,951 | ) |
|
| (140,701 | ) |
| $ | 32,923 |
|
| $ | (317,389 | ) |
|
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Comprehensive income(loss) |
| $ | (56,126 | ) |
| $ | (430,211 | ) |
| $ | 173,506 |
|
| $ | (547,163 | ) |
|
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|
Basic and Diluted Loss per Common Share |
| $ | (0.0002 | ) |
| $ | (0.003 | ) |
| $ | 0.0012 |
|
| $ | (0.002 | ) |
|
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|
|
Weighted Average Number of Common Shares Outstanding |
|
| 115,038,909 |
|
|
| 98,188,544 |
|
|
| 115,038,909 |
|
|
| 98,188,544 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
5 |
Table of Contents |
Verde Resources, Inc.
Condensed Consolidated Statements of Cash FlowsEquity (Deficit)
(Unaudited)
|
| December 31, 2018 |
|
| December 31, 2017 |
| ||
Cash flows from operating activities: |
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Net profit (loss) |
| $ | 202,838 |
|
| $ | 67,308 |
|
Adjustments to reconcile loss to net cash used in operation |
|
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|
|
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|
Depreciation |
|
| 3,530 |
|
|
| 12,475 |
|
Waiver of consultancy service fee |
|
| - |
|
|
| (17,006 | ) |
Gain on disposal of property, plant and equipment |
|
| (245,581 | ) |
|
| - |
|
Changes in operating assets and liabilities |
|
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|
(Increase) decrease in: |
|
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|
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|
|
|
Accounts receivable from related parties |
|
| 4,517 |
|
|
| (267 | ) |
Deposits and prepayment |
|
| 73 |
|
|
| - |
|
Inventory |
|
| 4,542 |
|
|
| (3,773 | ) |
Increase (decrease) in: |
|
|
|
|
|
|
|
|
Accounts payable |
|
| (4,695 | ) |
|
| 6,489 |
|
Accrued liabilities |
|
| (4,304 | ) |
|
| (39,394 | ) |
GST payable |
|
| (458 | ) |
|
| (4,904 | ) |
Advanced from sub-contractor & related parties |
|
| (21,392 | ) |
|
| (8,758 | ) |
Deposit received from customer |
|
| - |
|
|
| - |
|
Net cash (used in) operating activities |
|
| (60,930 | ) |
|
| 12,170 |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Repayments of bank loans |
|
| (1,188 | ) |
|
| (3,581 | ) |
Proceeds from issuance of common stock |
|
| - |
|
|
| - |
|
Net cash provided by (used in) financing activities |
|
| (1,188 | ) |
|
| (3,581 | ) |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalent |
|
| (62,118 | ) |
|
| 8,589 |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
| 58,271 |
|
|
| (35,980 | ) |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
| (3,847 | ) |
|
| (27,391 | ) |
Cash and cash equivalents at beginning of year |
|
| 10,032 |
|
|
| 38,616 |
|
Cash and cash equivalents at end of year |
| $ | 6,185 |
|
| $ | 11,225 |
|
|
|
|
|
|
|
|
|
|
Supplementary cash flow information |
|
|
|
|
|
|
|
|
Income taxes paid |
| $ | - |
|
| $ | - |
|
Interest paid |
| $ | 52 |
|
| $ | 119 |
|
|
|
|
|
|
|
|
|
|
Supplementary non-cash information |
|
|
|
|
|
|
|
|
Reorganization |
|
| - |
|
|
| - |
|
Issuance of common stock |
|
| - |
|
|
| - |
|
Common Shares Additional Paid-In Accumulated Non-Controlling Accumulated Other Comprehensive Shares Amount Capital Deficit Interest Income (Loss) Total Balance - June 30, 2017 Shares issued Net loss for the period (229,774 Foreign currency translation gain Balance - March 31, 2018 Balance - June 30, 2018 Net loss for the period Foreign currency translation gain Balance - March 31, 2019 96,038,909 $ 96,039 $ 2,055,243 $ (4,628,182 ) $ (579,237 ) $ 731,182 $ (2,324,955 ) 19,000,000 19,000 361,000 - - - 380,000 - - - ) 18,594 - (211,180 ) - - - - - (317,389 ) (317,389 ) 115,038,909 $ 115,039 $ 2,416,243 $ (4,857,956 ) $ (560,643 ) $ 413,793 $ (2,473,524 ) 115,038,909 $ 115,039 $ 2,416,243 $ (4,934,011 ) $ (561,438 ) $ 548,707 $ (2,415,460 ) - - - 140,583 37,738 - 178,321 - - - - - 32,923 32,923 115,038,909 $ 115,039 $ 2,416,243 $ (4,793,428 ) $ (523,700 ) $ 581,630 $ (2,204,216 )
Common Shares Additional Paid-In Accumulated Non-Controlling Accumulated Other Comprehensive Shares Amount Capital Deficit Interest Income (Loss) Total Balance – December 31, 2017 Shares issued Net profit( loss) for the period Foreign currency translation gain (loss) Balance - March 31, 2018 Balance - December 31, 2018 Net profit( loss) for the period Foreign currency translation gain (loss) Balance - March 31, 2019 The accompanying notes are an integral part of these condensed financial statements.96,038,909 $ 96,039 $ 2,055,243 $ (4,568,446 ) $ (571,665 ) $ 554,494 $ (2,434,335 ) 19,000,000 19,000 361,000 - - - 380,000 - - - (289,510 ) 11,022 - (278,488 ) - - - - - (140,701 ) (140,701 ) 115,038,909 $ 115,039 $ 2,416,243 $ (4,857,956 ) $ (560,643 ) $ 413,793 $ (2,473,524 ) 115,038,909 $ 115,039 $ 2,416,243 $ (4,771,253 ) $ (521,358 ) $ 615,581 $ (2,145,748 ) - - - (22,175 ) (2,342 ) - (24,517 ) - - - - - (33,951 ) (33,951 ) 115,038,909 $ 115,039 $ 2,416,243 $ (4,793,428 ) $ (523,700 ) $ 581,630 $ (2,204,216 )
6 |
Table of Contents |
Verde Resources, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
| March 31, 2019 |
|
| March 31, 2018 |
| ||
Cash flows from operating activities: |
|
|
|
|
|
| ||
Net loss |
| $ | 178,321 |
|
| $ | (211,180 | ) |
Adjustments to reconcile loss to net cash used in operations |
|
|
|
|
|
|
|
|
Depreciation |
|
| 4,787 |
|
|
| 15,645 |
|
Waiver of consultancy service fee |
|
| - |
|
|
| (17,435 | ) |
Stock-based compensation |
|
| - |
|
|
| 380,000 |
|
Gain on disposal of property, plant and equipment |
|
| (246,617 | ) |
|
| - |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
(Increase) decrease in: |
|
|
|
|
|
|
|
|
Accounts receivable from related parties |
|
| 4,536 |
|
|
| (274 | ) |
Deposits and prepayment |
|
| 1,160 |
|
|
| - |
|
Inventory |
|
| 4,576 |
|
|
| (10,127 | ) |
Other receivable |
|
| - |
|
|
| - |
|
Increase (decrease) in: |
|
|
|
|
|
|
|
|
Accounts payable |
|
| (4,163 | ) |
|
| (42,875 | ) |
Accrued liabilities |
|
| (92 | ) |
|
| (54,771 | ) |
GST payable |
|
| (460 | ) |
|
| (652 | ) |
Advanced from sub-contractor & related parties |
|
| (4,105 | ) |
|
| (25,584 | ) |
Deposit received from customer |
|
| - |
|
|
| - |
|
Net cash provided by (used in) operating activities |
|
| (62,057 | ) |
|
| 32,747 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Proceeds from disposal of plant and equipment |
|
| - |
|
|
| - |
|
Addition of motor vehicle |
|
| - |
|
|
| - |
|
Net cash provided by investing activities |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from bank loans |
|
| - |
|
|
| - |
|
Repayments of bank loans |
|
| (1,801 | ) |
|
| (4,253 | ) |
Shareholders’ loans waived |
|
| - |
|
|
| - |
|
Proceeds from issuance of common stock |
|
| - |
|
|
| - |
|
Net cash (used in) provided by financing activities |
|
| (1,801 | ) |
|
| (4,253 | ) |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalent |
|
| (63,858 | ) |
|
| 28,494 |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
| 59,541 |
|
|
| (33,390 | ) |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
| (4,317 | ) |
|
| (4,896 | ) |
Cash and cash equivalents at beginning of period |
|
| 10,032 |
|
|
| 38,616 |
|
Cash and cash equivalents at end of period |
| $ | 5,715 |
|
| $ | 33,720 |
|
|
|
|
|
|
|
|
|
|
Supplementary cash flow information |
|
|
|
|
|
|
|
|
Income taxes paid |
| $ | - |
|
| $ | - |
|
Interest paid |
| $ | 67 |
|
| $ | 167 |
|
Supplementary non-cash information |
|
|
|
|
|
|
|
|
Reorganization |
|
| - |
|
|
| - |
|
Issuance of common stock |
|
| - |
|
|
| - |
|
The accompanying notes are an integral part of these condensed financial statements.
7 |
Table of Contents |
Verde Resources, Inc.
Notes to Condensed Consolidated Financial Statements
DecemberMarch 31, 20182019
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Verde Resources, Inc. (the “Company” or “VRDR”) was incorporated on April 22, 2010, in the State of Nevada, U.S.A. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is June 30.
Gold Billion Global Limited (“Gold Billion” or “GBL”) was incorporated in British Virgin Islands on February 7, 2013. GBL was setup by the Board of Directors of Federal Mining Resources Limited (“FMR”). The major operation of GBL is to manage and monitor the mineral exploration and mining projects of FMR.
On July 1, 2013, FMR has assigned its rights and obligation on Champmark Sdn Bhd (“CSB”) to GBL. Four of the five members of CSB Board of Directors were appointed by FMR, with two of the GBL Board of Directors currently sitting on the CSB Board. According to ASC 810-05-08 A, CSB is a deemed subsidiary of GBL, where it has controlled the CSB Board of Directors, has assigned rights to receive future benefits and residual value, and obligationobligations to absorb loss and finance for CSB by GBL. GBL has the power to direct the activities of CSB that most significantly impact CSB’s economic performance and the obligation to absorb losses of CSB that could potentially be significant to the CSB or the right to receive benefits from CSB that could potentially be significant to CSB. GBL is the primary beneficiary of CSB because it has been assigned with all relevant rights and obligation and can direct the activities of CSB through the common directors and the 85% shareholder, FMR. Under 810-23-42, 43, it is determined that CSB is de-facto agent of GBL and GBL is the de-facto principal of CSB. GBL started to consolidate CSB from July 1, 2013, and the Company consolidated GBL and CSB from October 25, 2013, onwards.
On February 17, 2014, the Company entered into a Supplementary Agreement to the Assignment Agreement and completed an acquisition of GBL pursuant to the Supplementary Agreement. The acquisition was a reverse acquisition in accordance with ASC 805-40 “Reverse Acquisitions”. The legal parent was VRDR which was the accounting acquiree while GBL was the accounting acquirer. There was a 15% non-controlling interest of Champmark SDN BHD (“CSB”) after the acquisition. This transaction was accounted for as a recapitalization effected by a share exchange, wherein GBL with its 85% deemed subsidiary CSB was considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.
As a result of the acquisition, the Company holds 100% equity interest in GBL and 85% variable interest in CSB. Our consolidated subsidiaries include GBL being our wholly-owned subsidiary and 85% of CSB being a variable interest entity (VIE) and deemed subsidiary of GBL.
On March 17, 2014, the Company through GBL and its deemed subsidiary CSB entered into a Sub-Contract Agreement with Borneo Oil & Gas Corporation Sdn Bhd (“BOG”) for the engagement of its sub-contractor services to carry out exploration and exploitation works on alluvial and lode gold resources at Site IV-1 of the Merapoh Mine. The Sub-Contract Agreement is for a period of 5 years with a renewal for another 5 years subject to review by both parties. BOG is a wholly-owned subsidiary of Borneo Oil Berhad (BOB) which is listed on the main market of Kuala Lumpur Stock Exchange. BOG being a local company in Malaysia provides the Company with the advantage of local knowledge and well-established connection in dealing with the relevant local authorities in our mining operations.
On April 1, 2014, GBL purchased 85% equity interest of CSB, and CSB became indirect subsidiary of the Company.
Effective August 27, 2014, the Company’s Articles of Incorporation were amended to increase the authorized shares of the Company from 100,000,000 shares of common stock to 250,000,000 shares of common stock. A copy of the Certificate of Amendment was filed with the Nevada Secretary of State. The Form 8K announcing the increase of the authorized shares of the Company was filed with SEC on September 15, 2014.
Effective February 20, 2016, Mr. Wu Ming Ding resigned all of his positions as President and Director of the Company with Mr. Balakrishnan B S Muthu being appointed President to fill the vacancy created. Effective February 20, 2016, Mr. Chen Ching was appointed Director of the Company and the entire Board of Directors now consists of Mr. Balakrishnan B S Muthu and Mr. Chen Ching. The SC 14F1 and Form 8-K announcing the change in officers and directors were filed with SEC on February 10, 2016 and February 22, 2016 respectively.
Effective February 2, 2018, the Company’sCompany s Articles of Incorporation were amended to increase the authorized shares of the Company from 250,000,000 shares of common stock to 10,000,000,000 shares of common stock. A copy of the Certificate of Amendment was filed with the Nevada Secretary of State. The Form 8K announcing the increase of the authorized shares of the Company was filed with SEC on February 6, 2018.
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Condensed Consolidated Financial Statements
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The results of operations for the periods ended DecemberMarch 31, 2018 are not necessarily indicative of the operating results for the full years.
Basis of Presentation
The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP). These condensed consolidated financial statements are expressed in United States dollars ($). Financial statements prepared in accordance with GAAP contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. These condensed consolidated audited financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.
Basis of Consolidation
The condensed consolidated financial statements include the financial statements of Verde Resources, Inc., its wholly owned subsidiary Gold Billion Global Limited (“GBL”) and the 85% of the deemed subsidiary variable interest of Champmark SDN BHD (“CSB”). All inter-company balances and transactions between the Company and its subsidiary and variable interest entity (VIE) have been eliminated upon consolidation.
The Company has adopted ASC Topic 810-10-5-8, “Variable Interest Entities”, which requires a variable interest entity or VIE to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns.
Variable Interest Entity
On July 1, 2013, the Company’s subsidiary, GBL entered into a series of agreements (“VIE agreements”) with FMR and details of the VIE agreements are as follows :
1. | Management Agreement, FMR entrusted the management rights of its subsidiary CSB to GBL that include: | ||
| i) | management and administrative rights over the day-to-day business affairs of CSB and the mining operation at Site IV-1 of the Merapoh Gold Mine; | |
| ii) | final right for the appointment of members to the Board of Directors and the management team of CSB; | |
| iii) | act as principal of CSB; | |
| iv) | obligation to provide financial support to CSB; | |
| v) | option to purchase an equity interest in CSB; | |
| vi) | entitlement to future benefits and residual value of CSB; | |
| vii) | right to impose no dividend policy; | |
| viii) | human resources management. | |
| |||
2. | Debt Assignment, FMR assigned to GBL the sum of money in the amount of US Dollars One Hundred Nine Thousand Eight Hundred One And Cents Seventy-Two Only (US$ 109,801.72), now due to GBL from CSB under the financing obligation from the FMR to CSB. |
With the above agreements, GBL demonstrates its ability to control CSB as the primary beneficiary and the operating results of the VIE was included in the condensed consolidated financial statements for the year ended June 30, 2014.
On April 1, 2014, the Board of Director of GBL notified FMR upon the decision to exercise the right of option to purchase 85% equity interest of CSB under Management Agreement Section 3.2.4 dated July 1, 2013 between GBL and FMR. This acquisition was completed on April 1, 2014 with consideration of US$1. GBL then became 85% shareholder of CSB and is required to consolidate CSB as a subsidiary.
Table of Contents |
Use of Estimates
The preparation of 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.
Cash and Cash Equivalents
Cash and cash equivalents include 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 $6,185$5,715 and $10,032 in cash and cash equivalents at DecemberMarch 31, 20182019 and June 30, 2018, respectively.
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.
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 and, the Company has no allowance for doubtful accounts, as per management’s judgment based on their best knowledge. As of DecemberMarch 31, 20182019 and June 30, 2018, the longest credit term for certain customers are 60 days.
Provision for Doubtful Accounts
The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables and reviews accounts receivable by amounts due by customers which are past due to identify specific customers with known disputes or collectability issues. In determining the amount of the reserve, the Company makes judgments about the creditworthiness of customers based on past collection experience and ongoing credit risk evaluations. At DecemberMarch 31, 20182019 and June 30, 2018 there was no allowance for doubtful accounts.
Fair Value
ASC Topic 820 “Fair Value Measurement and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
Table of Contents |
These tiers include:
| ● | Level 1—defined as observable inputs such as quoted prices in active markets; |
| ● | Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
| ● | Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
The Company’s financial instruments consist of cash and cash equivalents, trade receivables, other receivables, payables, and short term and long term debt. The carrying values of cash and cash equivalents, trade receivables, other receivables, and payables approximate their fair value due to their short maturities. The carrying value of long term debt approximates the fair value of debt of similar terms and remaining maturities available to the company.
The Company’s non-financial assets are measured on a recurring basis. These non-financial assets are measured for impairment annually on the Company’s measurement date at the reporting unit level using Level 3 inputs. For most assets, ASC 820 requires that the impact of changes resulting from its application be applied prospectively in the year in which the statement is initially applied.
The Company’s non-financial assets measured on a non-recurring basis include the Company’s property, plant and equipment and finite-use intangible assets which are measured for recoverability when indicators for impairment are present. ASC 820 requires companies to disclose assets and liabilities measured on a non-recurring basis in the period in which the re-measurement at fair value is performed.
The Company did not have any convertible bonds as of DecemberMarch 31, 20182019 and June 30, 2018.
Foreign Currency Translation
The Company’s reporting currency is the United States dollar (“$”) and the accompanying 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.
In accordance with ASC Topic 830 “Translation of Financial Statements” , capital accounts of the 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 year. The resulting exchange differences are recorded in the consolidated statement of operations.
|
| December 31, 2018 |
|
| June 30, 2018 |
|
| March 31, 2019 |
|
| June 30, 2018 |
| ||||
Period-end MYR : $1 exchange rate |
| 0.2420 |
| 0.2475 |
|
| 0.2449 |
| 0.2475 |
| ||||||
Average MYR : $1 exchange rate |
| 0.2420 |
| 0.2462 |
|
| 0.2430 |
| 0.2462 |
|
Comprehensive Income
Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. Comprehensive income includes net income and the foreign currency translation changes.
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Segment Reporting
The Company currently engages in one operation segment: Gold Mining. The expenses incurred were consisting principally of management services. The Company’s major operation is located in Malaysia.
Mineral Acquisition and Exploration Costs
The Company has been primarily engaged in the acquisition, exploration, and development of mining properties. The Company was no longer considered an exploration stage company after the reverse take-over with its subsidiary GBL.
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.
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.
Revenue Recognition
In accordance with the ASC Topic 605, “Revenue Recognition”, the Company recognizes revenue when persuasive evidence of an arrangement exists, transfer of title has occurred or services have been rendered, the selling price is fixed or determinable and collectibility is reasonably assured.
The Company derives revenues primarily from the sales of gold mineral to registered gold trading companies in Malaysia. The Company generally recognizes its revenues at the time of gold sales and its selling price is determined by the prevailing market value of gold bullion quoted by the leading registered gold trading company in Malaysia. Sales invoicesinvoice will be duly presented to the trading companies when delivery is completed and revenue is then recognized.
Cost of Revenue
The cost of revenue consists of exploration costs,cost, mine equipment depreciation, production costs,cost, mine site management costs,cost, sub-contractor costs,cost, and royalty and tribute paymentspayment which are levied on the gross revenue at the rate of 18% on the invoiced value of gold sales.
Advertising Expenses
Advertising costs are expensed as incurred under ASC Topic 720, “Advertising Costs” . Advertising expenses incurred for the periods ended DecemberMarch 31, 20182019 and June 30, 2018 were $0.
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Income Taxes
The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, “Accounting for Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. As of DecemberMarch 31, 20182019 and June 30, 2018, the Company did not have any significant unrecognized uncertain tax positions.
Recent Accounting Pronouncements
ASU 2018-01 is expected to reduce the cost of adopting the new leases standard for certain land easements. It is also an attempt to help ensure that companies can make a successful transition to the standard without compromising the quality of information provided to investors about these transactions. Land easements (also commonly referred to as rights of way) represent the right to use, access, or cross another entity’s land for a specified purpose. Land easements are used by utility and telecommunications companies, for example, when they need to take a small strip of land, or easement, to bury wires. Not all companies have historically accounted for them as leases. Stakeholders pointed out that the requirement to evaluate all old and existing land easements, sometimes numbering in the tens of thousands, to determine if they meet the definition of a lease under the new standard could be very costly. They also noted there would be limited benefit to applying this requirement, as many of their land easements would not meet the definition of a lease, or even if they met that definition, many of their easements are prepaid and, therefore, already are recognized on the balance sheet.
| ||||||||||||||
| ||||||||||||||
The FASB issued an Accounting Standards Update (ASU) that helps organizations address certain stranded income tax effects in accumulated other comprehensive income (AOCI) resulting from the Tax Cuts and Jobs Act.
ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, provides financial statement preparers with an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. |
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The ASU requires financial statement preparers to disclose:
| ||||||||||||||||||||
| ||||||||||||||||||||
The amendments affect any organization that is required to apply the provisions of Topic 220, Income Statement—Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The amendments are effective for all organizations for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. Organizations should apply the proposed amendments either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized.
The FASB has issued Accounting Standards Update (ASU) No. 2018-03, Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, that clarifies the guidance in ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10), as follows: |
| · | Issue 1: Equity Securities without a Readily Determinable Fair Value— Discontinuation. The amendment clarifies that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair value method in accordance with Topic 820,Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issuer. Once an entity makes this election, the entity should measure all future purchases of identical or similar investments of the same issuer using a fair value method in accordance with Topic 820. |
| · | Issue 2: Equity Securities without a Readily Determinable Fair Value— Adjustments. The amendment clarifies that the adjustments made under the measurement alternative are intended to reflect the fair value of the security as of the date that the observable transaction for a similar security took place. |
| · | Issue 3: Forward Contracts and Purchased Options. The amendment clarifies that remeasuring the entire value of forward contracts and purchased options is required when observable transactions occur on the underlying equity securities. |
| · | Issue 4: Presentation Requirements for Certain Fair Value Option Liabilities. The amendment clarifies that when the fair value option is elected for a financial liability, the guidance in paragraph 825-10- 45-5 should be applied, regardless of whether the fair value option was elected under either Subtopic 815-15,Derivatives and Hedging— Embedded Derivatives, or 825-10,Financial Instruments— Overall. |
| · | Issue 5: Fair Value Option Liabilities Denominated in a Foreign Currency. The amendments clarify that for financial liabilities for which the fair value option is elected, the amount of change in fair value that relates to the instrument-specific credit risk should first be measured in the currency of denomination when presented separately from the total change in fair value of the financial liability. Then, both components of the change in the fair value of the liability should be remeasured into the functional currency of the reporting entity using end-of-period spot rates. |
| · | Issue 6: Transition Guidance for Equity Securities without a Readily Determinable Fair Value. The amendment clarifies that the prospective transition approach for equity securities without a readily determinable fair value in the amendments in ASU No. 2016-01 is meant only for instances in which the measurement alternative is applied. An insurance entity subject to the guidance in Topic 944,Financial Services— Insurance, should apply a prospective transition method when applying the amendments related to equity securities without readily determinable fair values. An insurance entity should apply the selected prospective transition method consistently to the entity’s entire population of equity securities for which the measurement alternative is elected. |
For public business entities, ASU 2018-03 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years beginning after June 15, 2018. Public business entities with fiscal years beginning between December 15, 2017, and June 15, 2018, are not required to adopt ASU 2018-03 until the interim period beginning after June 15, 2018, and public business entities with fiscal years beginning between June 15, 2018, and December 15, 2018, are not required to adopt these amendments before adopting the amendments in ASU 2016-01. For all other entities, the effective date is the same as the effective date in ASU 2016-01.
All entities may early adopt ASU 2018-03 for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, as long as they have adopted ASU 2016-01.
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The FASB issued Accounting Standards Update (ASU) No. 2018-04, Investments—Debt Securities (Topic 320 and Regulated Operations (Topic 980): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 117 and SEC Release No. 33-9273, which supersedes previous SEC guidance in the Codification in SAB Topic 5.M, Other-Than-Temporary Impairment of Certain Investments in Equity Securities and special balance sheet requirements in Regulation S-X Rule 3A-05 for Public Utility Holding Companies. The changes are effective when issued.
Transition and Effective Date. The transition and effective date guidance is based on the facts and circumstances of each amendment. Some of the amendments in ASU No. 2018-09 do not require transition guidance and will be effective upon issuance of ASU No. 2018-09. However, many of the amendments do have transition guidance with effective dates for annual periods beginning after December 15, 2018, for public business entities.
In addition, there are some conforming amendments in ASU No. 2018-09 that have been made to recently issued guidance that is not yet effective that may require application of the transition and effective date guidance in the original ASU. For example, there are conforming amendments to Topic 820 and Subtopic 944-310, Financial Services—Insurance—Receivables, that are related to the amendments in Accounting Standards Update No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which require application of the transition and effective date guidance in that ASU.
The FASB has issued Accounting Standards Update (ASU) No. 2018-10, Codification Improvements to Topic 842, Leases.
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All entities, including early adopters, that elect the practical expedient related to separating components of a contract in this ASU must apply the expedient, by class of underlying asset, to all existing lease transactions that qualify for the expedient at the date elected.
The FASB has issued Accounting Standards Update (ASU) No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. ASU No. 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820 as follows: |
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Removals
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| ||||||||||||||||||||||||||
Modifications The following disclosure requirements were modified in Topic 820: |
The following disclosure requirements were modified in Topic 820:
| · | In lieu of a rollforward for Level 3 fair value measurements, a nonpublic entity is required to disclose transfers into and out of Level 3 of the fair value hierarchy and purchases and issues of Level 3 assets and liabilities; |
| · | For investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly; and |
| · | The amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. |
Additions
The following disclosure requirements were added to Topic 820; however, the disclosures are not required for nonpublic entities:
The following disclosure requirements were added to Topic 820; however, the disclosures are not required for nonpublic entities:
| · | The changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and |
| · | The range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. |
In addition, the amendments eliminate at a minimum from the phrase “an entity shall disclose at a minimum” to promote the appropriate exercise of discretion by entities when considering fair value measurement disclosures and to clarify that materiality is an appropriate consideration of entities and their auditors when evaluating disclosure requirements.
Effective Date
The amendments in ASU No. 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.
The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date.
Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU No. 2018-13 and delay adoption of the additional disclosures until their effective date.
The FASB has issued ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans, that applies to all employers that sponsor defined benefit pension or other postretirement plans.
The amendments modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans.
The amendments modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans.
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Disclosure Requirements Deleted
|
| · | The amendments also clarify the disclosure requirements in paragraph 715-20-50-3, which state that the following information for defined benefit pension plans should be disclosed: |
| · |
|
| · | The accumulated benefit obligation (ABO) and fair value of plan assets for plans with ABOs in excess of plan assets. |
Effective Date
ASU No. 2018-14 is effective for fiscal years ending after December 15, 2020, for public business entities and for fiscal years ending after December 15, 2021, for all other entities. Early adoption is permitted for all entities.
The FASB has issued Accounting Standards Update (ASU) No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities, that reduces the cost and complexity of financial reporting associated with consolidation of variable interest entities (VIEs). A VIE is an organization in which consolidation is not based on a majority of voting rights.
The new guidance supersedes the private company alternative for common control leasing arrangements issued in 2014 and expands it to all qualifying common control arrangements.
Under the new standard, a private company could make an accounting policy election to not apply VIE guidance to legal entities under common control (including common control leasing arrangements) when certain criteria are met. This accounting policy election must be applied by a private company to all current and future legal entities under common control that meet the criteria for applying the alternative. A private company will be required to continue to apply other consolidation guidance, specifically the voting interest entity guidance.
Additionally, a private company electing the alternative is required to provide detailed disclosures about its involvement with, and exposure to, the legal entity under common control.
The FASB has issued Accounting Standards Update (ASU) No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities, that reduces the cost and complexity of The new guidance supersedes the private company alternative for common control leasing arrangements issued in 2014 and expands it to all qualifying common control arrangements. Under the new standard, a private company could make an accounting policy election to not apply VIE guidance to legal entities under common control (including common control leasing arrangements) when certain criteria are met. This accounting policy election must be applied by a private company to all current and future legal entities under common control that meet the criteria for applying the alternative. A private company will be required to continue to apply other consolidation guidance, specifically the voting interest entity guidance. Additionally, a private company electing the alternative is required to provide detailed disclosures about its involvement with, and exposure to, the legal entity under common control. |
The ASU also amends the guidance for determining whether a decision-making fee is a variable interest. The amendments require organizations to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety (as currently required in GAAP). Therefore, these amendments likely will result in more decision makers not consolidating VIEs.
For organizations other than private companies, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The amendments in this ASU are effective for a private company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted.
The FASB has issued Accounting Standards Update (ASU) No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606, that clarifies the interaction between the guidance for certain collaborative arrangements and the Revenue Recognition financial accounting and reporting standard.
A collaborative arrangement is a contractual arrangement under which two or more parties actively participate in a joint operating activity and are exposed to significant risks and rewards that depend on the activity’s commercial success. The ASU provides guidance on how to assess whether certain transactions between collaborative arrangement participants should be accounted for within the revenue recognition standard.
The ASU also provides more comparability in the presentation of revenue for certain transactions between collaborative arrangement participants. It accomplishes this by allowing organizations to only present units of account in collaborative arrangements that are within the scope of the revenue recognition standard together with revenue accounted for under the revenue recognition standard. The parts of the collaborative arrangement that are not in the scope of the revenue recognition standard should be presented separately from revenue accounted for under the revenue recognition standard.
For public companies, the amendments in ASU No. 2018-18 are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other organizations, the amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.
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The ASU also amends the guidance for determining whether a decision-making fee is a variable interest. The amendments require organizations to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety (as currently required in GAAP). Therefore, these amendments likely will result in more decision makers not consolidating VIEs. For organizations other than private companies, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The amendments in this ASU are effective for a private company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted. The FASB has issued Accounting Standards Update (ASU) No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606, that clarifies the interaction between the guidance for certain collaborative arrangements and the Revenue Recognition financial accounting and reporting standard. A collaborative arrangement is a contractual arrangement under which two or more parties actively participate in a joint operating activity and are exposed to significant risks and rewards that depend on the activity’s commercial success. The ASU provides guidance on how to assess whether certain transactions between collaborative arrangement participants should be accounted for within the revenue recognition standard. The ASU also provides more comparability in the presentation of revenue for certain transactions between collaborative arrangement participants. It accomplishes this by allowing organizations to only present units of account in collaborative arrangements that are within the scope of the revenue recognition standard together with revenue accounted for under the revenue recognition standard. The parts of the collaborative arrangement that are not in the scope of the revenue recognition standard should be presented separately from revenue accounted for under the revenue recognition standard. For public companies, the amendments in ASU No. 2018-18 are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other organizations, the amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption. |
23 |
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NOTE 3 - CASH AND CASH EQUIVALENT
The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. At DecemberMarch 31, 20182019 and June 30, 2018 cash and cash equivalents consisted of bank deposits in Malaysia bank and petty cash on hands.
NOTE 4 - AMOUNT DUE FROM RELATED PARTIES
Amount due from related parties at DecemberMarch 31, 20182019 and June 30, 2018 consist of the following items:
|
| December 31, 2018 |
|
| June 30, 2018 |
| ||
Amount due from Stable Treasure Sdn. Bhd. (*) |
| $ | - |
|
| $ | 4,621 |
|
March 31, 2019 June 30, 2018 Amount due from Stable Treasure Sdn. Bhd. (*) $ - $ 4,621
(*) One of the directors of Stable Treasure Sdn. Bhd., Mr. Balakrishnan B S Muthu is also the director of the Company. The advances related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.
NOTE 5 - INVENTORIES
Inventories are valued at cost, not in excess of market. Inventories are determined at first in first out basis and comprised of production cost, mine site management cost and sub-contractor cost. Inventories, at DecemberMarch 31, 20182019 and June 30, 2018 are summarized as follows:
|
| December 31, 2018 |
|
| June 30, 2018 |
| ||
Inventories |
| $ | 4,293 |
|
| $ | 9,038 |
|
March 31, 2019 June 30, 2018 Inventories $ 4,332 $ 9,038
The inventories represent the gold minerals as at DecemberMarch 31, 20182019 and June 30, 2018, which were comprised of 8% share by the Company and 92% share by the sub-contractor and the other parties such as original mine assigner.
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NOTE 6 - ACCOUNTS PAYABLE AND ADVANCED FROM RELATED PARTIESPARITES
Accounts Payable
Accounts payable at DecemberMarch 31, 20182019 and June 30, 2018 consist of the following items:
|
| December 31, 2018 |
|
| June 30, 2018 |
|
| March 31, 2019 |
|
| June 30, 2018 |
| ||||
Due to Changxin Wanlin Technology Co Ltd(*) |
| $ | 1,559,748 |
| $ | 1,595,488 |
|
| $ | 1,578,978 |
| $ | 1,595,488 |
| ||
Other accounts payable |
|
| 1,568 |
|
|
| 6,406 |
|
|
| 2,143 |
|
|
| 6,406 |
|
|
| $ | 1,561,316 |
|
| $ | 1,601,894 |
|
| $ | 1,581,121 |
|
| $ | 1,601,894 |
|
(*) Due to Changxin Wanlin Technology Co Ltd are accounts payable derived from ordinary business transactions. One of the directors of Changxin Wanlin Technology Co. Ltd., Mr. Wu Ming Ding, has resigned as director of VRDR (as of February 20, 2016), GBL (as of February 11, 2016) and CSB (as of February 17, 2016). This accounts payable bears no interest or collateral, repayable and renewable under normal business accounts payable terms.
Advanced from related parties
Advanced from related parties at DecemberMarch 31, 20182019 and June 30, 2018, consist of the following items:
|
| December 31, 2018 |
|
| June 30, 2018 |
|
| March 31, 2019 |
|
| June 30, 2018 |
| ||||
Advanced from BOG (#1) |
| $ | 240,594 |
| $ | 488,631 |
|
| $ | 268,850 |
| $ | 488,631 |
| ||
Advanced from Federal Mining Resources Limited(#2) |
| $ | 173,465 |
| $ | 173,465 |
|
| $ | 173,465 |
| $ | 173,465 |
| ||
Advanced from Federal Capital Investment Limited (#3) |
| $ | 122,000 |
| $ | 114,000 |
|
| $ | 126,000 |
| $ | 114,000 |
| ||
Advanced from Yorkshire Capital Limited (#4) |
| $ | 27,000 |
|
| $ | 27,000 |
|
| $ | 27,000 |
|
| $ | 27,000 |
|
|
| $ | 563,059 |
|
| $ | 803,096 |
|
| $ | 595,315 |
|
| $ | 803,096 |
|
(#1) BOG is one of the shareholders of the Company. The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.
(#2) One of the directors of Federal Mining Resources Limited, Mr. Chen Ching, has been appointed as director of the Company effective February 20, 2016. Another director of Federal Mining Resources Limited, Mr. Wu Ming Ding, has resigned as director of the Company effective February 20, 2016. The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.
(#3) One of the directors of Federal Capital Investment Limited, Mr. Wu Ming Ding, has resigned as director of the Company effective February 20, 2016. The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.
(#4) One of the directors of Yorkshire Capital Limited, Mr. Lai Kui Shing, Andy, has resigned as director of CSB effective February 17, 2016. The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.
Table of Contents |
NOTE 7 - PROPERTY, PLANT AND EQUIPMENT
Property and equipment at DecemberMarch 31, 20182019 and June 30, 2018 are summarized as follows:
|
| December 31, 2018 |
|
| June 30, 2018 |
|
| March 31, 2019 |
|
| June 30, 2018 |
| ||||
Land and Building |
| $ | 951,555 |
| $ | 973,359 |
|
| $ | 963,287 |
| $ | 973,359 |
| ||
Plant and Machinery |
| 16,473 |
| 153,308 |
|
| 16,676 |
| 153,308 |
| ||||||
Office equipment |
| 19,053 |
| 19,490 |
|
| 19,288 |
| 19,490 |
| ||||||
Project equipment |
| 656,315 |
| 1,103,794 |
|
| 664,407 |
| 1,103,794 |
| ||||||
Computer |
| 10,364 |
| 10,601 |
|
| 10,491 |
| 10,601 |
| ||||||
Motor Vehicle |
| 35,870 |
| 114,109 |
|
| 36,313 |
| 114,109 |
| ||||||
Accumulated depreciation |
|
| (1,687,156 | ) |
|
| (2,368,519 | ) |
|
| (1,709,209 | ) |
|
| (2,368,519 | ) |
|
| $ | 2,474 |
|
| $ | 6,142 |
|
| $ | 1,253 |
|
| $ | 6,142 |
|
The depreciation expenses charged for the period ended DecemberMarch 31, 2019 and 2018 was $4,787 and 2017 was $3,530 and $12,475.$15,645.
NOTE 8 - LOANS FROM BANKS (HIRE PURCHASE INSTALLMENT LOANS)
The loans from banks include long term and short term and are summarized as follow:
|
| December 31, 2018 |
|
| June 30, 2018 |
|
| March 31, 2019 |
|
| June 30, 2018 |
| ||||
Loans from banks |
| $ | 1,411 |
| $ | 2,461 |
|
| $ | 816 |
| $ | 2,461 |
| ||
Loans from banks(non-current) |
|
| - |
|
|
| 198 |
|
|
| - |
|
|
| 198 |
|
Total |
| $ | 1,411 |
|
| $ | 2,659 |
|
| $ | 816 |
|
| $ | 2,659 |
|
Hire purchase installment loans with total amount $1,434$824 and $2,735 as at DecemberMarch 31, 20182019 and June 30, 2018 were $1,411are $816 and $2,659 net of imprest charges equivalent to interest $23$8 and $76 are summarized as follows:
|
| Interest |
| Monthly |
| December 31, |
| June 30, |
| |||||||||||||||||||
|
| Rate |
| Due |
|
| 2018 |
|
| 2018 |
|
| Interest Rate |
| Monthly Due |
|
| March 31, 2019 |
|
| June 30, 2018 |
| ||||||
Financial institution in Malaysia |
| N/A* |
| - |
| - |
| - |
|
| N/A* |
| $ | 1,514 |
| $ | - |
| $ | - |
| |||||||
Financial institution in Malaysia |
| N/A* |
| - |
| - |
| - |
|
| N/A* |
| 266 |
| - |
| - |
| ||||||||||
Financial institution in Malaysia |
| N/A* |
| 207 |
| 1,434 |
| 2,735 |
|
| N/A* |
| 209 |
|
| 824 |
|
|
| 2,735 |
| |||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Hire purchase loans payable to banks |
|
|
|
|
| $ | 1,434 |
| $ | 2,735 |
|
|
|
|
|
| $ | 824 |
|
| $ | 7,533 |
|
(*) Hire purchase installment loans with Motor Vehicles as collateral. The financial institutions in Malaysia are Islamic banks and bear no interest in the installment agreement. However, there are certain imprest charges equivalent to interests which are being calculated at an average annual rate of approximate 1.63%1.02% for the entire loans life and periods.
Table of Contents |
The scheduled maturities of the CSL’s hire purchase installment loans are as follows:
December 31, |
|
|
| |||||
2019 |
| 1,434 |
| |||||
March 31, |
|
|
| |||||
2020 |
| - |
|
| 824 |
| ||
2021 |
| - |
|
| - |
| ||
2022 |
| - |
|
| - |
| ||
2023 |
| - |
| |||||
Later years |
|
| - |
|
|
| - |
|
Total minimum hire purchase installment payment |
| $ | 1,434 |
|
| $ | 824 |
|
Less: Amount representing imprest charges equivalent to interest (current portion: $23 and non-current portion: -) |
|
| (23 | ) | ||||
Less: Amount representing imprest charges equivalent to interest (current portion: $8 and non-current portion: -) |
|
| (8 | ) | ||||
Present value of net minimum lease payments (#) |
| $ | 1,411 |
|
| $ | 816 |
|
(#) Minimum payment reflected in the balance sheet as current and noncurrent obligations under hire purchases installment loans as at DecemberMarch 31, 20182019.
NOTE 9 - INCOME TAX
The Company and its subsidiaries are subject to income taxes on an entity basis on income arising in, or derived from, the tax jurisdiction in which they operate. The Company is a Nevada incorporated company and subject to United State Federal Income Tax. The Tax Cuts and Jobs Act of (“TCJ Act”) was signed into law in December 2017, and among its many provisions, it imposed a mandatory one-time transition tax on undistributed international earnings and reduced the U.S. corporate income tax rate to 21%, effective January 1, 2018. No provision for income taxes in the United States has been made as the Company had no taxable income for the periods ended September 30, 2018March 31, 2019 and 2017.2018. GBL is a British Virgin Islands incorporated company and not required to pay income tax on corporate income. CSB is a Malaysia incorporated company and required to pay corporate income tax at 25% of taxable income.
A reconciliation between the income tax computed at the relevant statutory rate and the Company’s provision for income tax is as follows:
|
| Period ended |
| |||||||||||||
|
| December 31, |
| June 30, |
|
| Period ended |
| ||||||||
|
| 2018 |
|
| 2018 |
|
| March 31, 2019 |
|
| June 30, 2018 |
| ||||
US Federal Income Tax Rate. |
| 21 | % |
| 21 | % |
| 21 | % |
| 21 | % | ||||
Valuation allowance – US Rate |
| (21 | )% |
| (21 | )% |
| (21 | )% |
| (21 | )% | ||||
BVI Income Tax Rate |
| 0 | % |
| 0 | % |
| 0 | % |
| 0 | % | ||||
Valuation allowance – BVI Rate |
| (0 | )% |
| (0 | )% |
| (0 | )% |
| (0 | )% | ||||
Malaysia Income Tax Rate |
| 25 | % |
| 25 | % |
| 25 | % |
| 25 | % | ||||
Valuation allowance – Malaysia Rate |
|
| (25 | )% |
|
| (25 | )% |
|
| (25 | )% |
|
| (25 | )% |
Provision for income tax |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Summary of the Company’s net deferred tax liabilities and assets are as follows:
|
| December 31, 2018 |
|
| June 30, 2018 |
|
| March 31, 2019 |
|
| June 30, 2018 |
| ||||
Deferred tax assets: |
|
|
|
|
|
|
|
|
|
| ||||||
Tax attribute carryforwards |
| $ | 65,688 |
| $ | 108,284 |
|
| $ | 70,837 |
| $ | 108,284 |
| ||
Valuation allowances |
|
| (65,688 | ) |
|
| (108,284 | ) |
|
| (70,837 | ) |
|
| (108,284 | ) |
Total |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
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 recognized in the consolidated statement of operations. The Company did not have any interest and penalty provided or recognized in the income statements for period DecemberMarch 31, 20182019 and June 30, 2018 or balance sheet as of DecemberMarch 31, 20182019 and June 30, 2018. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months.
Table of Contents |
NOTE 10 - COMMITMENTS AND CONTINGENCIES
As at DecemberMarch 31, 20182019, the Company’s hire purchase installment agreements are disclosed in Note 8. See Note 8 for the commitments for minimum installment payments under these agreements.
NOTE 11 - EARNINGS/(LOSS) PER SHARE
The Company has adopted ASC Topic No. 260, “Earnings Per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures, and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.
The following table sets forth the computation of basic and diluted earnings per share:
|
| Three Months Ended December 31, |
| |||||
|
| 2018 |
|
| 2017 |
| ||
Net income(loss) applicable to common shares |
| $ | (10,789 | ) |
| $ | 29,638 |
|
|
|
|
|
|
|
|
|
|
Weighted average common shares |
|
|
|
|
|
|
|
|
outstanding (Basic) |
|
| 115,038,909 |
|
|
| 96,038,909 |
|
Options |
|
| - |
|
|
| - |
|
Warrants |
|
| - |
|
|
| - |
|
Weighted average common shares outstanding (Diluted) |
|
| 115,038,909 |
|
|
| 96,038,909 |
|
|
|
|
|
|
|
|
|
|
Net income(loss) per share (Basic and Diluted) |
| $ | (0.0001 | ) |
| $ | 0.0003 |
|
|
| Three Months Ended March 31, |
| |||||
|
| 2019 |
|
| 2018 |
| ||
Net loss applicable to common shares |
| $ | (22,175 | ) |
| $ | (289,510 | ) |
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding (Basic) |
|
| 115,038,909 |
|
|
| 98,188,544 |
|
Options |
|
| - |
|
|
| - |
|
Warrants |
|
| - |
|
|
| - |
|
Weighted average common shares outstanding (Diluted) |
|
| 115,038,909 |
|
|
| 98,188,544 |
|
|
|
|
|
|
|
|
|
|
Net loss per share (Basic and Diluted) |
| $ | (0.0002 | ) |
| $ | (0.0029 | ) |
|
| Six Months Ended December 31, |
| |||||
|
| 2018 |
|
| 2017 |
| ||
Net income(loss) applicable to common shares |
| $ | 202,838 |
|
| $ | 67,308 |
|
|
|
|
|
|
|
|
|
|
Weighted average common shares |
|
|
|
|
|
|
|
|
outstanding (Basic) |
|
| 115,038,909 |
|
|
| 96,038,909 |
|
Options |
|
| - |
|
|
| - |
|
Warrants |
|
| - |
|
|
| - |
|
Weighted average common shares outstanding (Diluted) |
|
| 115,038,909 |
|
|
| 96,038,909 |
|
|
|
|
|
|
|
|
|
|
Net income(loss) per share (Basic and Diluted) |
| $ | 0.0014 |
|
| $ | 0.0007 |
|
|
| Nine Months Ended March 31, |
| |||||
|
| 2019 |
|
| 2018 |
| ||
Net profit (loss) applicable to common shares |
| $ | 140,583 |
|
| $ | (229,774 | ) |
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding (Basic) |
|
| 115,038,909 |
|
|
| 98,188,544 |
|
Options |
|
| - |
|
|
| - |
|
Warrants |
|
| - |
|
|
| - |
|
Weighted average common shares outstanding (Diluted) |
|
| 115,038,909 |
|
|
| 98,188,544 |
|
|
|
|
|
|
|
|
|
|
Net profit (loss) per share (Basic and Diluted) |
| $ | 0.0012 |
|
| $ | (0.002 | ) |
The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.
Table of Contents |
NOTE 12 - CAPITAL STOCK
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.
Effective February 2, 2018, the Company’s Articles of Incorporation were amended to increase the authorized shares of the Company from 250,000,000 shares of common stock to 10,000,000,000 shares of common stock. A copy of the Certificate of Amendment was filed with the Nevada Secretary of State. The Form 8K announcing the increase of the authorized shares of the Company was filed with SEC on February 6, 2018.
Share Issuance
On September 29, 2016, the Company issued a total of 4,750,000 common shares at US$0.04 per share, of which 2,375,000 common shares to Vincent Lee Sen Min and 2,375,000 common shares to Reggie Abraham, both are Malaysian citizens.
On March 1, 2018, the Company issued a total of 10,000,000 common shares at US$0.02 per share to each of the two directors, of which 5,000,000 common shares to Balakrishnan B S Muthu and 5,000,000 common shares to Chen Ching. An aggregate of $200,000 for this transaction was recognized as stock-based compensation under selling, general and administrative expenses during the three and six months ended March 31, 2018.
On March 1, 2018, the Company issued a total of 9,000,000 common shares at US$0.02 per share to three consultants under the Consultant Agreements, of which 5,000,000 common shares to Vincent Yong Tuck Seng, 2,500,000 common shares to Georgia Suzanne Lingam and 1,500,000 common shares to Liu Jiew Shin, all are Malaysian citizens. An aggregate of $180,000 for this transaction was recognized as stock-based compensation under selling, general and administrative expenses during the three and six months ended March 31, 2018.
There were 115,038,909 common shares issued and outstanding at DecemberMarch 31, 20182019 and June 30, 2018 respectively.
There are no preferred shares outstanding. The Company has issued no authorized preferred shares. The Company has no stock option plan, warrants, or other dilutive securities.
Table of Contents |
NOTE 13 - RELATED PARTY TRANSACTIONS
As of DecemberMarch 31, 2018,2019, advances were made by five companies of $2,122,807$2,174,293 related to ordinary business transactions. All advances related to ordinary business transactions, bear no interest or collateral, repayable and renewable under normal advancement terms. Details are disclosed in Note 6.
As of DecemberMarch 31, 2018,2019, amounts due from one company of nil$0 related to ordinary business transactions. The receivable amounts related to ordinary business transactions bear no interest or collateral, repayable and renewable under normal advancement terms. Details are disclosed in Note 4.
During the period ended DecemberMarch 31, 2018,2019, the Company sold the property, plant and equipment to BOG and incurred gain of $245,581. This amount was classified as other income.$246,617.
During the period ended DecemberMarch 31, 2018,2019, the Company received other income of $25,410$27,580 from BOG.
During the period ended DecemberMarch 31, 2018,2019, the Company incurred cost of revenue worth of $6,519$6,547 to BOG.
NOTE 14 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of and for the period ended DecemberMarch 31, 2018,2019, the Company hashad a loss from operationsnet profit of $97,181$178,321 and working capital deficiency of $2,148,222.$2,205,469. The Company intends to fund operations through debt and equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the period ending DecemberMarch 31, 20182019 and subsequently.
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.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Table of Contents |
NOTE 15 - CONCENTRATIONS
Suppliers
The Company’s major suppliers for the period ended DecemberMarch 31, 20182019 and 20172018 are listed as following:
|
| Subcontractors |
| Accounts Payable |
|
| Subcontractors |
| Accounts Payable |
| ||||||||||||||||||||||
|
| Six |
| Six |
|
|
|
|
|
| Nine |
| Nine |
|
|
|
|
| ||||||||||||||
|
| Months |
| Months |
|
|
|
|
|
| Months |
| Months |
|
|
|
|
| ||||||||||||||
|
| Ended |
| Ended |
|
|
|
|
|
| Ended |
| Ended |
|
|
|
|
| ||||||||||||||
Major Suppliers |
| December 31, 2018 |
|
| December 31, 2017 |
|
| December 31, 2018 |
|
| December 31, 2017 |
|
| March 31, 2019 |
|
| March 31, 2018 |
|
| March 31, 2019 |
|
| March 31, 2018 |
| ||||||||
Company A |
| 100 | % |
| 100 | % |
| 0 | % |
| 0 | % |
| 100 | % |
| 100 | % |
| 0 | % |
| 0 | % |
Customers
The Company’s major customers for the period ended DecemberMarch 31, 20182019 and 20172018 are listed as following:
|
| Other income |
| Sales |
| Accounts Receivable |
|
| Sales |
| Accounts Receivable |
| ||||||||||||||||||||||||||||
|
| Six |
| Six |
| Six |
| Six |
|
|
|
|
|
| Nine |
| Nine |
|
|
|
|
| ||||||||||||||||||
|
| Months |
| Months |
| Months |
| Months |
|
|
|
|
|
| Months |
| Months |
|
|
|
|
| ||||||||||||||||||
|
| Ended |
| Ended |
| Ended |
| Ended |
|
|
|
|
|
| Ended |
| Ended |
|
|
|
|
| ||||||||||||||||||
Major Customers |
| December 31, 2018 |
| December 31, 2017 |
| December 31, 2018 |
|
| December 31, 2017 |
|
| December 31, 2018 |
|
| December 31, 2017 |
|
| March 31, 2019 |
|
| March 31, 2018 |
|
| March 31, 2019 |
|
| March 31, 2018 |
| ||||||||||||
Company M |
| 0 | % |
| 0 | % |
| 0 | % |
| 0 | % | ||||||||||||||||||||||||||||
Company N |
| 0 | % |
| 0 | % |
| 0 | % |
| 0 | % | ||||||||||||||||||||||||||||
Company O |
| 0 | % |
| 0 | % |
| 100 | % |
| 100 | % |
| 0 | % |
| 0 | % |
| 100 | % |
| 100 | % |
| 0 | % |
| 0 | % | ||||||||||
Company A |
| 90 | % |
| 71 | % |
|
|
|
|
|
|
|
|
|
NOTE 16 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined that there are no additional items to disclose.
|
Table of Contents |
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 September 30, 2013. 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.
Business Overview
The Company is a Nevada corporation that conducts business operations in Pahang Malaysia through Champmark Sdn Bhd (“CSB”), a privately limited liability company incorporated in Malaysia which is a deemed subsidiary under the management control of our 100% subsidiary GBL.
On October 25, 2013, we entered into an Assignment Agreement For the Assignment of Management Right in Merapoh Gold Mines in Malaysia (“Assignment Agreement”) with Federal Mining Resources Limited (“FMR”), a company incorporated under the laws of the British Virgin Islands.
FMR owns 85% equity interest in CSB, a privately limited liability company incorporated in Malaysia. CSB is the Mining Contractor of the Mining Lease for Site IV-1 at the Merapoh Gold Mine under the Contract for Work with MMC Corporation Berhad, the Permit Holder of the Mining Lease.
Under the terms of the Assignment Agreement, FMR assigned its management rights of CSB’s mining operation in the Mining Lease to the Company, through its wholly-owned subsidiary Gold Billion Global Limited (“GBL”), in exchange for 80,000,000 shares of the Company’s common stock, which constituted 95.26% of our issued and outstanding capital stock as of and immediately after the consummation of the acquisition.
GBL was established on February 7, 2013, by the Board of Directors of FMR to monitor the CSB operation. The acquisition of 100% of the issued and outstanding capital stock of GBL was agreed upon on October 18, 2013, and completed on October 25, 2013, subject to the approval of the Board of Directors and the audit of GBL.
On February 17, 2014, we entered into a Supplementary Agreement to the Assignment Agreement and completed a reverse acquisition of GBL pursuant to the Supplementary Agreement. As a result of the acquisition, the Company holds 100% equity interest in GBL and 85% variable interest in CSB. Our consolidated subsidiaries include GBL being our wholly-owned subsidiary and 85% of CSB being a variable interest entity (VIE) and deemed subsidiary of GBL. On April 1, 2014, GBL purchased 85% equity interest of CSB, and CSB became indirect subsidiary of the Company.
Table of Contents |
Corporate History and Structure
Verde Resources, Inc. was incorporated on April 22, 2010, in the State of Nevada, U.S.A. On October 17, 2013, Stephen Spalding and Michael Stiege resigned from all of their positions as officers and directors of the Company. In addition, the following persons were appointed to serve as directors and to assume the responsibilities of officers on October 17, 2013. Mr. Wu Ming Ding, as President and Director; Mr. Balakrishnan B S Muthu as Treasurer, Chief Financial Officer General Manager and Director; and Mr. Liang Wai Keen as Secretary. Mr. Wu and Mr. Muthu were added to the Board of Directors.
On April 1, 2014, the Board of Directors of Gold Billion Global Limited (“GBL”) notified Federal Mining Resources Limited (“FMR”) upon the decision to exercise the right of option to purchase 85% equity interest of Champmark Sdn Bhd (“CSB”) under Management Agreement Section 3.2.4 dated July 1, 2013, between GBL and FMR. This acquisition was completed on April 1, 2014, with consideration of US$1, and GBL then became 85% shareholder of CSB.
Effective February 20, 2016, Mr. Wu Ming Ding resigned all of his positions as President and Director of the Company with Mr. Balakrishnan B S Muthu being appointed President to fill the vacancy created. Effective February 20, 2016, Mr. Chen Ching was appointed Director of the Company, and the entire Board of Directors now consists of Mr. Balakrishnan B S Muthu and Mr. Chen Ching.
Effective February 2, 2018, the Company’s Articles of Incorporation were amended to increase the authorized shares of the Company from 250,000,000 shares of common stock to 10,000,000,000 shares of common stock. A copy of the Certificate of Amendment was filed with the Nevada Secretary of State. The Form 8K announcing the increase of the authorized shares of the Company was filed with SEC on February 6, 2018.
The following diagram illustrates our current corporate structure:
According to ASC 810-05-08 A, CSB is a deemed subsidiary of GBL where GBL has control the Board of Directors of CSB, rights to receive future benefits and residual value, and obligation to absorb loss and finance for CSB. GBL has the power to direct the activities of CSB that most significantly impact CSB’s economic performance and the obligation to absorb losses of CSB that could potentially be significant to the CSB or the right to receive benefits from CSB that could potentially be significant to CSB. GBL is the primary beneficiary of CSB because GBL can direct the activities of CSB through the common directors and 85% shareholder FMR. Under 810-23-42, 43, it is determined that CSB is de-facto agent of the principal GBL and so GBL will consolidate CSB from July 1, 2013.
Table of Contents |
Contractual Arrangements
Our exploration and mining business is currently provided through contractual arrangements with CSB through our wholly-owned subsidiary GBL.
CSB, the VIE of GBL, sells gold minerals directly to the registered gold trading company in Malaysia. We have been and are expected to continue to be dependent on our VIE to operate our exploration and mining business. GBL has entered into contractual arrangements with its VIE, which enable us to exercise effective control over the VIE, receive substantially all of the economic benefits from the VIE, and have the option to purchase equity interests in the VIE.
On July 1, 2013, the Company’s subsidiary GBL entered into a series of agreements (“VIE agreements”) with FMR and details of the VIE agreements are as follows :
| 1. | Management Agreement, FMR entrusted the management rights of its subsidiary CSB to GBL that include: | |
�� | i) | management and administrative rights over the day-to-day business affairs of CSB and the mining operation at Site IV-1 of the Merapoh Gold Mine; | |
| ii) | final right for the appointment of members to the Board of Directors and the management team of CSB; | |
| iii) |
| |
| iv) |
| |
| v) |
| |
| vi) |
| |
| vii) |
| |
| viii) | human resources management. |
| 2. | Debt Assignment, FMR assigned to GBL the sum of money in the amount of US Dollars Three Hundred Nine Thousand Three Hundred Thirty One And Ninety Two cents (US$ 309,331.92), now due to GBL from CSB under the financing obligation from the FMR to CSB. |
With the above agreements, GBL controls CSB as the primary beneficiary and the operating results of the VIE was included in the condensed consolidated financial statements for the nine months ended March 31, 2014.
CSB holds the operating right to Merapoh Gold Mine (the “Mine”) with all regulatory and government operating licenses in Malaysia.
On April 1, 2014, GBL purchased 85% equity interest of CSB, and CSB became indirect subsidiary of the Company.
Stage of Operation
The Company does not own any title and/or concession right in any mines. The Company is undertaking natural mineral resource extraction management services.
According to the United States Industry Guide 7 (a) (4) on mining operations, the Merapoh Gold Mine is currently in the production stage because the mine has produced approximately 0.9 kilogram gold from January 2018 to December 2018. According to the ASC 930-330-20 Glossary, the production phase is defined as “when saleable minerals are extracted (produced) from an ore body, regardless of the level of production”. However, the production is limited to a small part of the site, and extraction is alluvial gold only. The objective of the Company is preparing to improve the productivity of the mines to ensure that the operation will be carried out effectively and efficiently at minimum cost.
Table of Contents |
Current Mining Property and Location
Merapoh Gold Mine (the “Mine”)
The Merapoh Gold Mine is located in northern Pahang, with convenient road access through Kelantan directly to mine site and is about 400 kilometers away from Kuala Lumpur. The Mine is located in the middle of Malaysia gold metallogenic belt. The central gold belt is the source of the majority of the gold deposits in the peninsula. It lies between the western and eastern tin belts and extends from Kelantan (Sungai Pergau, Sungai Galas) to Pahang (Merapoh, Kuala Lipis, Raub), Terengganu (Lubuk Mandi), Negri Sembilan and Johor (Gunung Ledang).
Table of Contents |
Description of the Mining Process
A planned sequence of events is involved in mining a pit:
| · | Identifying the resource |
| · | Creating access to the ore body |
| · | Removing the ore from the ore body |
| · | Refining of the concentrate |
OurIt is an ongoing effort of our in-house exploration team identifies a targetto identify potential targets and undertakesconduct study to assess the feasibility of undertaking further exploration. Before any hole is drilled or rock mined, much planning goes into making sure the mining sequence runs smoothly and safely as possible. The process of creating access to the possible ore body includes possible ore excavation, possible ore assessment and possible ore segregation.
Process for removing ore concentrates from the ore body
| 1. | The ore body is transported to the treatment plants in vehicles capable of hauling huge, heavy loads. |
| 2. | The ore body is separated into Ore Type 1 Stockpile and Ore Type 2 Stockpile. |
| 3. | The monitor washes finer gold bearing material off larger rocks which is screened on an inclined coarse wire screen. |
| 4. | An excavator is used to turn over the rocks so wash is removed from all sides of the coarse material. |
| 5. | A monitor pushes the rock down the inclined coarse screen where the course is removed and stockpiled at the bottom. |
| 6. | Finer material passes through the mesh screen into the sluice system and runs over the sluice. |
| 7. | The carpets are removed and taken to refining facility for gold recovery. |
| 8. | A suction pipe recovers water of the fine tailings pond for use in the system. |
Refining of the concentrate
| 1. | The carpets holding concentrate from the sluice are brought to a shed in the camp site where the gold refined. |
| 2. | The first stage of the refining is to wash the gold containing concentrate into large bins. This is pumped to a jig and shaking table. |
| 3. | Nuggets are handpicked from the coarse fraction and the fine fraction is amalgamated to remove the gold. After distillation gold from the amalgam and the coarse are melted with flux and the gold is poured into small bars. |
Table of Contents |
Results of Operations
For the three months ended DecemberMarch 31, 20182019 and 2017:2018:
We have generated nil$0 and $22,802$14,422 revenues for the three months ended DecemberMarch 31, 20182019 and 2017,2018, and have recorded a gross income (loss)loss of $(1,539)$1,934 and $(12,244)gross profit of $3,576 for the three months ended DecemberMarch 31, 20182019 and 2017.2018. We have incurred $(35,902)$25,917 and $25,325$353,539 in operating income (expenses)expenses through DecemberMarch 31, 20182019 and 2017.March 31, 2018. We have other income (expenses) $26,652$3,334 and $16,557$71,475 for the three months ended DecemberMarch 31, 20182019 and 2017.2018.
The following table provides selected financial data about our company for the three months ended DecemberMarch 31, 20172019 and DecemberMarch 31, 2016. 2018.
Statement of Operation |
| 12/31/2018 |
|
| 12/31/2017 |
|
| Change |
|
| 3/31/2019 |
|
| 3/31/2018 |
|
| Change |
| ||||||
|
| Amount |
| Amount |
| % |
|
| Amount |
| Amount |
| % |
| ||||||||||
Revenue |
| $ | - |
| $ | 22,802 |
| (100 | )% |
| $ | - |
| $ | 14,422 |
| (100 | )% | ||||||
Cost of revenue |
| $ | 1,539 |
| $ | 35,046 |
| (96 | )% |
| $ | 1,934 |
| $ | 10,846 |
| (82 | )% | ||||||
Gross Income (Loss) |
| $ | (1,539 | ) |
| $ | (12,244 | ) |
| (87 | )% | |||||||||||||
Operating Income (Expenses) |
| $ | (35,902 | ) |
| $ | 25,325 |
| (242 | )% | ||||||||||||||
Other Income(Expenses) |
| $ | 26,652 |
| $ | 16,557 |
| 61 | % | |||||||||||||||
Gross Profit (Loss) |
| $ | (1,934 | ) |
| $ | 3,576 |
| (154 | )% | ||||||||||||||
Operating Expenses |
| $ | 25,917 |
| $ | 353,539 |
| (93 | )% | |||||||||||||||
Other Income |
| $ | 3,334 |
| $ | 71,475 |
| (95 | )% |
For the sixnine months ended DecemberMarch 31, 20182019 and 2017:2018:
We have generated $8,879 and $43,523$57,945 revenues for the sixnine months ended DecemberMarch 31, 20182019 and 2017,2018, and have recorded a gross loss of $3,926$5,860 and $2,556gross profit of $1,020 for the sixnine months ended DecemberMarch 31, 20182019 and 2017.2018. We have incurred $(93,255)$119,172 and $11,300$342,239 in operating income (expenses)expenses through DecemberMarch 31, 20182019 and 2017.March 31, 2018. We have other income $300,019$303,353 and $58,564$130,039 for the sixnine months ended DecemberMarch 31, 20182019 and 2017.2018.
The following table provides selected financial data about our company for the sixnine months ended Decembermarch 31, 20182019 and DecemberMarch 31, 2017. 2018.
Statement of Operation |
| 12/31/2018 |
|
| 12/31/2017 |
|
| Change |
|
| 3/31/2019 |
|
| 3/31/2018 |
|
| Change |
| ||||||
|
| Amount |
| Amount |
| % |
|
| Amount |
| Amount |
| % |
| ||||||||||
Revenue |
| $ | 8,879 |
| $ | 43,523 |
| (80 | )% |
| $ | 8,879 |
| $ | 57,945 |
| (85 | )% | ||||||
Cost of revenue |
| $ | 12,805 |
| $ | 46,079 |
| (72 | )% |
| $ | 14,739 |
| $ | 56,925 |
| (74 | )% | ||||||
Gross Loss |
| $ | 3,926 |
| $ | 2,556 |
| 54 | % | |||||||||||||||
Operating Income (Expenses) |
| $ | (93,255 | ) |
| $ | 11,300 |
| (925 | )% | ||||||||||||||
Other Income(Expenses) |
| $ | 300,019 |
| $ | 58,564 |
| 412 | % | |||||||||||||||
Gross Profit (Loss) |
| $ | (5,860 | ) |
| $ | 1,020 |
| (675 | )% | ||||||||||||||
Operating Expenses |
| $ | 119,172 |
| $ | 342,239 |
| (65 | )% | |||||||||||||||
Other Income |
| $ | 303,353 |
| $ | 130,039 |
| 133 | % |
The revenue derived from the sales of gold mineral to customers in Malaysia. The decrease of revenue for the period ended DecemberMarch 31, 20182019, was mainly due to a decrease in gold production because of depleting mineral reserves in the mine and gold sales during the period. The decrease of cost of revenue was mainly due to a decrease of gold production corresponding to the decrease in revenue during the period. Operating expenses comprised mainly of salaries, office costs, legal and professional fees, stock-based compensation and travelling expenses. The decreaseincrease in operating expenses for the period was mainly due to the decrease of salariesshare based payment and an increase in foreign exchange gain during the period. Net other income comprise mainly of miscellaneous non-operating expenses, equipment rental income and waiver of consultancy service fee. The increase in net other income for the period was mainly due to the increase of equipment rental income and the waiver of consultancy service fee.
The revenue derived from the sales of gold mineral to customers in Malaysia. The decrease of revenue and cost of revenue for the period ended DecemberMarch 31, 20182019, was mainly due to a decrease in gold production and gold sales during the period. Operating expenses comprised mainly of salaries, office costs, legal and professional fees, consultancy service fee, stock-based compensation and travelling expenses. The operating expenses were mainly denominated in MYR and decrease compared with sixnine months ended DecemberMarch 31, 20182019, due to decrease of salaries and an increase in foreign exchange gain during the period.cost of revenue. Moreover, the average rate of MYR : USD:USD for sixnine months DecemberMarch 31, 2019 and March 31, 2018 was 0.2449 and December 31, 2017 was 0.2420 and 0.23870.2447 respectively.
Table of Contents |
Plan of Operation
Our Industry and Principal Markets
As reported in the GFMS Gold Surveys H1 2018 released by Thomson Reuters, after closing 2017 in fine fettle gold sentiment changed early in 2018, pressuring prices towards $1,240/oz. While professional sentiment has been gold-averse, there are shifts in some regional areas of demand and growing scope for a short-covering rally. In Malaysia, the report expects the Malaysian gold market to benefit from the removal of Goods and Services Tax (GST) as a new government takes over. The jewelry demand is expected to pick up as a result of the removal of the consumption tax but the rate of recovery will depend largely on the prevailing gold price.
Another report by BMI Research states that global gold mine output growth will pick up in the next few years, supported by higher gold prices and solid projects in key countries. BMI Research forecasts global gold production to increase from 105moz in 2018 to 125moz by 2026, averaging 2.3% annual growth. While a steady pace of growth, this represents a slight deceleration in growth rate compared with the previous eight-year average of 3.1%.
Subcontractor
In an effort to enhance the efficiency of mine operations at the Merapoh Gold Mine, Champmark Sdn Bhd (“CSB”) entered into an Operation Term Sheet (“OTS”) agreement in July 2013 to outsource the exploitation works of alluvial gold resources at Site IV-1 of the Merapoh Gold Mine to a subcontractor Borneo Oil & Gas Corporation Sdn Bhd (“BOG”).
BOG has the experience and local knowledge in managing the exploitation of alluvial gold at the Merapoh Gold Mine. The Company will provide necessary disclosure when any significant agreements have been made with sub-contractors in the future.
BOG became the Company’s shareholder in January 29, 2014, and was no longer a third party subcontractor.
Expansion Plans
At present, we are well positioned working with our third party subcontractor, who has the experience and local knowledge to manage our exploitation of alluvial gold at the Merapoh Gold Mine. 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.
The Company, through its wholly-owned subsidiary company Gold Billion Global Ltd (“GBL”) entered into a letter of intent with Xinjiang Changhe Mining Co., Ltd (“XCM”) on September 29, 2014. Under the letter of intent, GBL has offered to acquire ownership in XCM for the Ayigate Gold Project subject to due diligence. The Ayigate gold mine is located within the Tianshan region in Wuqia County, Xinjiang Uygur Autonomous Region of the People’s Republic of China. After several discussions, the Company decided not to proceed with the offer to acquire ownership in XCM.
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 is taking steps to look into investment opportunities in the non-mining areas that include the bioenergybioenrgy industry and the food & beverage sector.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
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Liquidity and Capital Resources
The following table provides selected cash flow data about our company for the sixnine months ended DecemberMarch 31, 20182019 and DecemberMarch 31, 2017.2018.
Cash Flow Date |
| 12/31/2018 |
|
| 12/31/2017 |
|
| 3/31/2019 |
|
| 3/31/2018 |
| ||||
Net Profit (Loss) from operation |
| $ | 202,838 |
| $ | 67,308 |
|
| $ | 178,321 |
| $ | (211,180 | ) | ||
Net Cash Generated/(Used) from operating activities |
| $ | (60,930 | ) |
| $ | 12,170 |
|
| $ | (62,057 | ) |
| $ | 32,747 |
|
Net Cash Generated/(Used) from investing activities |
| $ | - |
| $ | - |
|
| $ | - |
| $ | - |
| ||
Net Cash Generated/(Used) from financing activities |
| $ | (1,188 | ) |
| $ | (3,581 | ) |
| $ | (1,801 | ) |
| $ | (4,253 | ) |
For the sixnine months ended DecemberMarch 31, 2018,2019, the Company had incurred net profit from operation of $202,838$178,321, which posted a positive impact to the company’s cash flow. The reconciliation on non-cash items such as depreciations and gain on disposal of property, plant and equipment provide negative impact on cash.
In the operation analysis, the net cash generated infrom (used in) operating activities decreasedincreased from $12,170$32,747 to $(60,930)($62,057). The $202,838$178,321 net profit was partially offset by the noncash incomeexpense such as $245,581$4,787 in depreciation and $246,617 gain on disposal of property, plant and equipment less $3,530 in depreciation.equipment. In the operating assets and liabilities, the net decrease in current assets, such as accounts receivable from related parties, deposits and prepayment was $9,132$10,272, whereas the net decrease in current liabilities, such as accounts payable, accrued liabilities and advanced from related parties was $30,849,$8,820, which provided negative cash flow effect to offset the $202,838$178,321 profit in operation. The final result of the cash flow from operating activities was $(60,930)a negative cash flow effect.
In the investing cash flow analysis, there was no change for the threenine months ended DecemberMarch 31, 2018.2019.
In the financing analysis, there was loan principal $1,188$1,801 repaid to a bank for the nine months ended March 31, 2019, compared to $4,253 repaid to the bank for the sixnine months ended DecemberMarch 31, 2018, compared to $3,581 repaid to the bank for the six months ended December 31, 2017.2018. The overall cash flow effect was negative.
Besides, theThe net increase in exchange rate effect of $58,271$59,541 provided a positive cash flow effect. The cash and cash equivalents at the end of DecemberMarch 31, 2018,2019, was decreased by $5,040$4,317 with $6,185$5,715 as a balance.
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.
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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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
As of DecemberMarch 31, 2018,2019, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. 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 DecemberMarch 31, 2018.2019.
Management believes that the material weaknesses set forth above did not have an immediate negative effect on our financial results because of our small size of operation. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements if the Company were growing substantially in the future periods.
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 threenine months ended DecemberMarch 31, 20182019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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.
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 DecemberMarch 31, 2018.2019.
There were changes in Directors and Executive Officers effective on February 20, 2016. For details, please refer to SC 14F1 and Form 8-K filed by the registrant to SEC on February 10, 2016 and February 22, 2016 respectively, at SEC website: www.sec.gov.
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The following exhibits are included as part of this report:
101*
____________
* The following financial information from Verde Resources, Inc.’s Quarterly Report on Form 10-Q for the quarter ended DecemberMarch 31, 2018,2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheets as of DecemberMarch 31, 2018,2019, and June 30, 2018, (ii) Condensed Statements of Operations for the three and sixnine months ended DecemberMarch 31, 20182019 and 2017,2018, (iii) Condensed Statements of Cash Flows for the sixnine months ended DecemberMarch 31, 20182019 and 2017,2018, and (iv) Notes to Condensed Financial Statements.
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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: | By: | /s/ Balakrishnan B S Muthu | ||
| Balakrishnan B S Muthu | |||
| President | |||
| (Principal Executive Officer) |
|