Cover
Cover - shares | 6 Months Ended | |
Dec. 31, 2022 | Feb. 10, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | Verde Resources, Inc. | |
Entity Central Index Key | 0001506929 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Dec. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 1,173,576,654 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55276 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 32-0457838 | |
Entity Interactive Data Current | Yes | |
Entity Address Address Line 1 | 2 Cityplace Drive | |
Entity Address Address Line 2 | Suite 200 | |
Entity Address City Or Town | St. Louis | |
Entity Address State Or Province | MO | |
Entity Address Postal Zip Code | 63141 | |
City Area Code | 323 | |
Local Phone Number | 538-5799 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 363,560 | $ 418,917 |
Accounts receivable | 16,565 | 21,028 |
Inventories | 104,462 | 87,035 |
Amount due from related party | 100 | 0 |
Prepayments | 595,869 | 722 |
Other receivables and deposits | 210,414 | 118,516 |
Total current assets | 1,290,968 | 646,218 |
Non-current assets: | ||
Property, plant and equipment, net | 2,365,697 | 1,048,893 |
Right of use assets, net | 693,596 | 685,714 |
ASSETS | ||
Mining rights | 12,328 | 27,088 |
Intangible asset | 30,192,771 | 0 |
Security deposit | 80,000 | 320,000 |
Deposit paid for acquisition of subsidiaries | 0 | 25,935,550 |
Deposit paid for acquisition of property, plant and equipment | 5,000,000 | 5,000,000 |
Total non-current assets | 38,344,392 | 33,017,245 |
TOTAL ASSETS | 39,635,360 | 33,663,463 |
Current liabilities: | ||
Accounts payable | 48,483 | 18,211 |
Accrued liabilities and other payables | 392,299 | 283,656 |
Finance lease liabilities | 169,496 | 75,224 |
Operating lease liability | 18,975 | 0 |
Bank loan | 50,000 | 0 |
Promissory notes | 0 | 18,484,028 |
Amount due to director | 22,737 | 0 |
Amounts due to related parties | 893,045 | 555,527 |
Total current liabilities | 1,595,035 | 19,416,646 |
Non-current liabilities: | ||
Finance lease liabilities | 686,883 | 97,900 |
Operating lease liability | 40,335 | 0 |
Total non-current liabilities | 727,218 | 97,900 |
TOTAL LIABILITIES | 2,322,253 | 19,514,546 |
Commitments and contingencies | 0 | 0 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.001 par value; 10,000,000,000 shares authorized; 1,173,576,654 and 819,188,055 issued and outstanding as of December 31, 2022 and June 30, 2022 | 1,173,576 | 819,188 |
Additional paid-in capital | 45,218,582 | 22,945,190 |
Accumulated other comprehensive income | 731,091 | 742,459 |
Accumulated deficit | (9,810,142) | (10,357,920) |
Stockholders' equity | 37,313,107 | 14,148,917 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 39,635,360 | $ 33,663,463 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Dec. 31, 2022 | Jun. 30, 2022 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 1,173,576,654 | 819,188,055 |
Common stock, shares outstanding | 1,173,576,654 | 819,188,055 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME | ||||
Revenue, net | $ 81,140 | $ 0 | $ 107,452 | $ 0 |
Cost of revenue | (31,656) | 0 | (79,595) | 0 |
Gross profit | 49,484 | 0 | 27,857 | 0 |
Operating expenses: | ||||
General and administrative | (862,080) | (359,105) | (1,672,522) | (723,101) |
Total operating expenses | (862,080) | (359,105) | (1,672,522) | (723,101) |
LOSS FROM OPERATION | (812,596) | (359,105) | (1,644,665) | 723,101 |
Other (expense) income: | ||||
Interest expense | (1,349,548) | (484,168) | (1,879,660) | (954,934) |
Other income | 1,878 | 25 | 7,653 | 12,115 |
Total other expense, net | 1,347,670 | 484,143 | 1,872,007 | 942,819 |
LOSS BEFORE INCOME TAXES | (2,160,266) | (843,248) | (3,516,672) | (1,665,920) |
Income tax expense | 0 | 0 | 0 | 0 |
NET LOSS | (2,160,266) | (843,248) | (3,516,672) | (1,665,920) |
Net loss attributable to noncontrolling interest | 0 | 12,556 | 0 | 16,935 |
Net loss attributable to Verde Resources Inc., shareholders | 0 | (830,692) | 0 | (1,648,985) |
Total | (2,160,266) | (843,248) | (3,516,672) | (1,665,920) |
Other comprehensive (loss) income: | ||||
- Foreign currency adjustment (loss) income | (91,188) | (5,423) | (11,368) | 3,571 |
Less: other comprehensive (loss) income attributable to non-controlling interest | 0 | (814) | 0 | 535 |
Add: other comprehensive income attributable to Verde Resources Inc., shareholders | (91,188) | (4,609) | (11,368) | 3,036 |
COMPREHENSIVE LOSS | $ (2,251,454) | $ (848,671) | $ (3,528,040) | $ (1,662,349) |
Net loss per share | ||||
- Basic | $ 0 | $ 0 | $ 0 | $ 0 |
- Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common shares outstanding | ||||
- Basic | 867,178,851 | 810,742,109 | 867,178,851 | 810,742,109 |
- Diluted | 867,178,851 | 810,742,109 | 867,178,851 | 810,742,109 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (3,516,672) | $ (1,665,920) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | ||
Depreciation of property, plant and equipment | 79,907 | 5,220 |
Amortization | 65,822 | 15,585 |
Stock-based compensation | 307,457 | 191,222 |
Finance cost interest element of promissory notes (non-cash) | 1,870,972 | 954,934 |
Lease interest expense | 8,688 | 0 |
Gain on disposal of property, plant and equipment | (600) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 4,489 | 0 |
Other receivables, deposits and prepayments | 110,088 | 84,933 |
Inventories | 17,320 | 0 |
Accounts payables | 30,250 | (723) |
Accrued liabilities and other payables | 83,991 | 28,433 |
Advanced from related parties | 202,117 | 12,623 |
Net cash used in operating activities | (990,787) | (543,559) |
Cash flows from investing activities: | ||
Proceeds from disposal of property, plant and equipment | 23,000 | |
Payments of deposit for property, plant and equipment | 0 | (240,000) |
Advanced to related parties | 0 | 118,848 |
Net cash flows on acquisition of subsidiary company | 1,140 | |
Purchase of property, plant and equipment | (469,466) | (31,988) |
Net cash used in investing activities | (445,326) | (390,836) |
Cash flows from financing activities: | ||
Repayments to lease liabilities | (26,494) | (2,610) |
Drawdown of bank loan | 100,000 | 0 |
Repayment of bank loan | (50,000) | 0 |
Lease interest paid | (8,688) | 0 |
Proceeds from issuance of common stock | 1,376,280 | 0 |
Net cash provided by (used in) financing activities | 1,391,098 | (2,610) |
Net change in cash and cash equivalent | (45,015) | (937,005) |
Foreign currency translation adjustment | (10,342) | (3,888) |
Net change in cash and cash equivalents | (55,357) | (940,893) |
BEGINNING OF PERIOD | 418,917 | 2,117,622 |
END OF PERIOD | 363,560 | 1,176,729 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | $ 0 | $ 0 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY - USD ($) | Total | Common Stock | Shares To Be Issued | Additional Paid-In Capital | Accumulated other comprehensive loss | Noncontrolling Interest | Accumulated deficit [Member] |
Balance, shares at Jun. 30, 2021 | 779,742,109 | ||||||
Balance, amount at Jun. 30, 2021 | $ 15,769,925 | $ 779,742 | $ 0 | $ 20,699,067 | $ 646,205 | $ (441,834) | $ (5,913,255) |
Shares issued for acquisition, shares | 31,000,000 | ||||||
Shares issued for acquisition, amount | 930,000 | $ 31,000 | 0 | 899,000 | 0 | ||
Stock based compensation | 96,128 | 0 | 96,128 | 0 | |||
Net loss for the period | (822,672) | 0 | 0 | 0 | 0 | (4,379) | (818,293) |
Foreign currency translation adjustment | 8,994 | 0 | 0 | 0 | 7,645 | 1,349 | 0 |
Balance, amount at Sep. 30, 2021 | 15,982,375 | $ 810,742 | 0 | 21,694,195 | 653,850 | (444,864) | (6,731,548) |
Balance, shares at Sep. 30, 2021 | 810,742,109 | ||||||
Balance, shares at Jun. 30, 2021 | 779,742,109 | ||||||
Balance, amount at Jun. 30, 2021 | 15,769,925 | $ 779,742 | 0 | 20,699,067 | 646,205 | (441,834) | (5,913,255) |
Net loss for the period | (1,665,920) | ||||||
Balance, amount at Dec. 31, 2021 | 15,228,798 | $ 810,742 | 0 | 21,789,289 | 649,241 | (458,234) | (7,562,240) |
Balance, shares at Dec. 31, 2021 | 810,742,109 | ||||||
Balance, shares at Sep. 30, 2021 | 810,742,109 | ||||||
Balance, amount at Sep. 30, 2021 | 15,982,375 | $ 810,742 | 0 | 21,694,195 | 653,850 | (444,864) | (6,731,548) |
Stock based compensation | 95,094 | 0 | 0 | 95,094 | 0 | 0 | 0 |
Net loss for the period | (843,248) | 0 | 0 | 0 | 0 | (12,556) | (830,692) |
Foreign currency translation adjustment | (5,423) | 0 | 0 | 0 | (4,609) | (814) | 0 |
Balance, amount at Dec. 31, 2021 | 15,228,798 | $ 810,742 | 0 | 21,789,289 | 649,241 | (458,234) | (7,562,240) |
Balance, shares at Dec. 31, 2021 | 810,742,109 | ||||||
Balance, shares at Sep. 30, 2021 | 810,742,109 | ||||||
Balance, amount at Sep. 30, 2021 | 15,982,375 | $ 810,742 | 0 | 21,694,195 | 653,850 | (444,864) | (6,731,548) |
Stock based compensation | 232,500 | ||||||
Balance, amount at Sep. 30, 2022 | 14,449,031 | $ 820,688 | 15,328 | 24,505,062 | 822,279 | 0 | (11,714,326) |
Balance, shares at Sep. 30, 2022 | 836,016,084 | ||||||
Balance, shares at Jun. 30, 2022 | 819,188,055 | ||||||
Balance, amount at Jun. 30, 2022 | 14,148,917 | $ 819,188 | 0 | 22,945,190 | 742,459 | 0 | (10,357,920) |
Net loss for the period | (1,356,406) | 0 | 0 | 0 | 0 | 0 | (1,356,406) |
Foreign currency translation adjustment | 79,820 | $ 0 | 0 | 0 | 79,820 | 0 | 0 |
Share issued to service provider, shares | 1,500,000 | ||||||
Share issued to service provider, amount | 232,500 | $ 1,500 | 0 | 231,000 | 0 | 0 | 0 |
Shares to be issued, shares | 15,328,029 | ||||||
Shares to be issued, amount | 1,344,200 | $ 0 | 15,328 | 1,328,872 | 0 | 0 | 0 |
Balance, amount at Sep. 30, 2022 | 14,449,031 | $ 820,688 | 15,328 | 24,505,062 | 822,279 | 0 | (11,714,326) |
Balance, shares at Sep. 30, 2022 | 836,016,084 | ||||||
Balance, shares at Jun. 30, 2022 | 819,188,055 | ||||||
Balance, amount at Jun. 30, 2022 | 14,148,917 | $ 819,188 | 0 | 22,945,190 | 742,459 | 0 | (10,357,920) |
Net loss for the period | (3,516,672) | ||||||
Balance, amount at Dec. 31, 2022 | $ 37,313,107 | $ 1,173,576 | 0 | 45,218,582 | 731,091 | 0 | (9,810,142) |
Balance, shares at Dec. 31, 2022 | 1,375,000 | 1,173,576,654 | |||||
Balance, shares at Sep. 30, 2022 | 836,016,084 | ||||||
Balance, amount at Sep. 30, 2022 | $ 14,449,031 | $ 820,688 | 15,328 | 24,505,062 | 822,279 | 0 | (11,714,326) |
Net loss for the period | (2,160,266) | 0 | 0 | 0 | 0 | (2,160,266) | |
Foreign currency translation adjustment | $ 0 | 0 | 0 | (91,188) | 0 | 0 | |
Share issued to service provider, shares | 3,815,000 | ||||||
Share issued to service provider, amount | 643,000 | $ 3,815 | 0 | 639,185 | 0 | 0 | 0 |
Fair value adjustment on conversion of PN | 4,064,450 | 4,064,450 | |||||
Shares issued for previously committed private placement | 0 | $ 15,328 | (15,328) | 0 | 0 | 0 | 0 |
Shares issued for private placement, shares | 603,181 | ||||||
Shares issued for private placement, amount | 53,080 | $ 603 | 0 | 52,477 | 0 | 0 | 0 |
Shares issued for conversion of promissory note, shares | 333,142,389 | ||||||
Shares issued for conversion of promissory note, amount | 20,355,000 | $ 333,142 | 0 | 20,021,858 | 0 | 0 | 0 |
Balance, amount at Dec. 31, 2022 | $ 37,313,107 | $ 1,173,576 | $ 0 | $ 45,218,582 | $ 731,091 | $ 0 | $ (9,810,142) |
Balance, shares at Dec. 31, 2022 | 1,375,000 | 1,173,576,654 |
ORGANIZATION AND BUSINESS BACKG
ORGANIZATION AND BUSINESS BACKGROUND | 6 Months Ended |
Dec. 31, 2022 | |
ORGANIZATION AND BUSINESS BACKGROUND | |
ORGANIZATION AND BUSINESS BACKGROUND | NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND Verde Resources, Inc. (the “We” or “Company” or “VRDR”) was incorporated on April 22, 2010, in the State of Nevada, U.S.A.. We currently operate in two lines of business: (i) gold exploration and mining through Champmark Sdn. Bhd., a Malaysian corporation (“CSB”); and (ii) production and distribution of renewable commodities through Verde Resources (Malaysia) Sdn. Bhd., a Malaysian corporation. We intend to develop operations in the distribution of THC-free cannabinoid products through Verde Life Inc., an Oregon corporation. We are also considering investment opportunities in other non-mining areas including the bioenergy industry, real properties and the food & beverage sector. The Company currently is engaged in the sale of gold mineral, distribution of THC-free cannabinoid (CBD) products, production and distribution of renewable commodities and real property holding. As of December 31, 2022, the Company has the following subsidiaries:- Company name Place of incorporation Principal activities and place of operation Effective interest held Verde Resources Asia Pacific Limited (“VRAP”) (fka Gold Billion Global Limited) British Virgin Islands Investment holding 100% Verde Resources (Malaysia) Sdn Bhd (“VRSB”) Malaysia Provision of consultation service and distribution of renewable agricultural commodities 100% Verde Renewables, Inc. (“VRI”) State of Missouri, U.S.A. Management of a processing and packaging facility 100% Verde Life Inc. (“VLI”) State of Oregon, U.S.A. Distribution of THC-free cannabinoid (CBD) products 100% Champmark Sdn Bhd (“Champmark”) Malaysia Mining of minerals 100% The Wision Project Sdn Bhd (“Wision”) Malaysia Digital innovation, marketing & consulting service, PR, branding, influencer marketing, event management and media relations services 100% Verde Estates LLC (“VEL”) State of Missouri, U.S.A. Holding real property 100% Bio Resources Limited (“BRL”) Labuan, Malaysia Provision of proprietary pyrolysis technology and investment holding 100%* * The acquisition of BRL was completed on October 12, 2022. The Company and its subsidiaries are hereinafter referred to as (the “Company”). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying unaudited condensed consolidated financial statements and notes. · Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, the condensed consolidated balance sheet as of June 30, 2022 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended December 31, 2022 are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, 2023 or for any future period. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended June 30, 2022, filed with the SEC on November 4, 2022. · Use of Estimates and Assumptions The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company. In preparing these unaudited condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. · Basis of Consolidation The unaudited condensed consolidated financial statements include the financial statements of Verde Resources, Inc. and its subsidiaries. All significant inter-company balances and transactions within the Company and its subsidiaries have been eliminated upon consolidation. The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair market values at the acquisition date. · Segment Reporting Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting · 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. · Cash and Cash Equivalents Cash and cash equivalents are carried at cost and represent cash in banks, money market funds, and certificates of term deposits with maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $363,560 and $418,917 in cash and cash equivalents at December 31, 2022 and June 30, 2022. At December 31, 2022 and June 30, 2022, cash and cash equivalents consisted of bank deposits and petty cash on hands. · 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 December 31, 2022 and June 30, 2022, the Company has no allowance for doubtful accounts, as per management’s judgment based on their best knowledge. As of December 31, 2022 and June 30, 2022, the longest credit term for certain customers are 60 days. · Inventories Inventories are stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. Costs include material, labor and overhead costs. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. As of December 31, 2022 and June 30, 2022, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs. · Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful life Land and buildings 3-27.5 years Plant and machinery 5-7 years Office equipment 3 years Project equipment 5 years Computer 5 years Motor vehicle 5 years Furniture & fittings 5 years Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterment which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the unaudited condensed consolidated statements of income and other comprehensive income in other income or expenses. · Intangible assets Intangible assets acquired from third parties are measured initially at fair value, with finite lives of 10 years, which are reviewed for indicators of impairment at least annually. These intangible assets are to be amortized over these estimated useful lives on a straight-line basis, upon the success of its commercial operation. · Impairment of Long-lived Assets In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets · Revenue Recognition ASC Topic 606, Revenue from Contracts with Customers The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct. Product sales Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial. Revenues from product sales are recorded net of reserves established for applicable discounts and allowances that are offered within contracts with the Company’s customers. Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the following categories: discounts, returns and rebates. These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable as the amount is payable to the Company’s customer. Gold mining Revenue from the sales of gold mineral or other minerals to registered gold trading companies or other customers in Malaysia is recognized as revenue in accordance with the following core principles: at the time of gold or minerals sales, the contract with customers and the performance obligations are identified. The transaction and selling price is determined by the prevailing market value of gold bullion quoted by the leading registered gold trading company in Malaysia or at an agreed price. Sales invoice will be prepared to reflect the proper transaction price based on the performance obligation allocation. After delivery is completed and the performance obligation is satisfied, sales invoice will be presented to the customers and so revenue is then recognized accordingly. · Leases The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term. ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC Topic 360, Property, Plant, and Equipment ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company recognized no impairment of ROU assets as of December 31, 2022 and June 30, 2022. The operating lease is included in operating lease right-of-use assets and operating lease liabilities as current and non-current liabilities in the unaudited condensed consolidated balance sheets at December 31, 2022 and June 30, 2022. Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, we as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to us, while the leased asset is depreciated in accordance with our depreciation policy if the title is to eventually transfer to us. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 842. · Income Taxes The Company adopted the ASC Topic 740, Income tax The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Uncertain Tax Positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC Topic 740 provisions of Section 740-10-25 for the three and six months ended December 31, 2022 and 2021. · Foreign Currencies Translation The Company’s reporting currency is the United States dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in United States dollars. In addition, some of the Company’s subsidiaries operating in Malaysia maintain their books and records in the local currency, Malaysian Ringgit (“MYR”) which is their functional currency, being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of MYR into U.S. dollars has been made at the following exchange rates for the following periods:- December 31, 2022 December 30, 2021 Period-end MYR:US$ exchange rate 0.22715 0.24004 Average period MYR:US$ exchange rate 0.22102 0.23931 · Comprehensive Income ASC Topic 220, Comprehensive Income · Net Loss per Share The Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share · Stock Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718-10, Compensation-Stock Compensation The Company accounts for non-employee stock-based awards at fair value in accordance with the measurement and recognition criteria of ASC Topic 505-50, “ Equity-Based Payments to Non-Employees · Mineral Acquisition and Exploration Costs Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves. · Environmental Expenditures The operations of the Company have been,and may in the future be affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures. Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries. · Related Parties The Company follows the ASC 850-10, Related Party Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. · Commitments and Contingencies The Company follows the ASC 450-20, Commitments If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. · Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, prepayments and other receivables, accounts payable, accrued liabilities and other payables, loans payable, and amounts due to related parties approximate their fair values because of the short maturity of these instruments. · Recent Accounting Pronouncements During the period ended December 31, 2022, there have been no new, or existing, recently issued accounting pronouncements that are of significance, or potential significance, that impact the Company’s unaudited condensed consolidated financial statements. |
GOING CONCERN UNCERTAINTIES
GOING CONCERN UNCERTAINTIES | 6 Months Ended |
Dec. 31, 2022 | |
GOING CONCERN UNCERTAINTIES | |
GOING CONCERN UNCERTAINTIES | NOTE 3 - GOING CONCERN UNCERTAINTIES The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated recurring losses and suffered from an accumulated deficit of $9,810,142 at December 31, 2022. The continuation of the Company as a going concern in the next twelve months is dependent upon the Company pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. The ability of the Company to survive is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings, and related party loans. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern. |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 6 Months Ended |
Dec. 31, 2022 | |
BUSINESS SEGMENT INFORMATION | |
BUSINESS SEGMENT INFORMATION | NOTE 4 – BUSINESS SEGMENT INFORMATION Currently, the Company has five reportable business segments: (i) Gold mineral mining; (ii) Distribution of THC-free cannabinoid (CBD) products; (iii) Production and distribution of renewable commodities; (iv) Holding of real property; and (v) Licensor of proprietary pyrolysis technology In the following table, revenue is disaggregated by primary major product line, and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the reportable segments for the three and six months ended December 31, 2022 and 2021: Three Months ended December 31, 2022 Gold mineral mining Distribution of THC-free cannabinoid (CBD) products Production and distribution of renewable commodities Holding property Licensor of proprietary pyrolysis technology Corporate unallocated Consolidated Revenue $ - $ - $ 55,921 $ 21,171 $ - $ 4,048 $ 81,140 Cost of revenue - - (31,202 ) - - (454 ) (31,656 ) Gross profit - - 24,719 21,171 - 3,594 49,484 Selling, general & administrative expenses (60,396 ) (2,550 ) (503,630 ) (63,797 ) (653 ) (231,054 ) (862,080 ) Loss from operations (60,396 ) (2,550 ) (478,911 ) (42,626 ) (653 ) (227,460 ) (812,596 ) Interest expenses - - (4,803 ) - - (1,344,745 ) (1,349,548 ) Other income 281 - 636 - - 961 1,878 Loss before income tax (60,115 ) (2,550 ) (483,078 ) (42,626 ) (653 ) (1,571,244 ) (2,160,266 ) Income tax - - - - - - - Net loss $ (60,115 ) $ (2,550 ) $ (483,078 ) $ (42,626 ) $ (653 ) $ (1,571,244 ) $ (2,160,266 ) Total assets at December 31, 2022 $ 29,169 $ 315,929 $ 1,685,244 $ 1,253,068 $ 30,202,975 $ 6,148,975 $ 39,635,360 Three Months ended December 31, 2021 Gold mineral mining Distribution of THC-free cannabinoid (CBD) products Production and distribution of renewable commodities Holding p roperty Corporate unallocated Consolidated Revenue $ - $ - $ - $ - $ - $ - Cost of revenue - - - - - - Gross profit - - - - - - Selling, general & administrative expenses (66,093 ) (1,755 ) (17,640 ) (92,254 ) (181,363 ) (359,105 ) Loss from operations (66,093 ) (1,755 ) (17,640 ) (92,254 ) (181,363 ) (359,105 ) Interest expenses - - - - (484,168 ) (484,168 ) Other income 25 - - - - 25 Loss before income tax (66,068 ) (1,755 ) (17,640 ) (92,254 ) (665,531 ) (843,248 ) Income tax - - - - - - Net loss $ (66,068 ) $ (1,755 ) $ (17,640 ) $ (92,254 ) $ (665,531 ) $ (843,248 ) Total assets as December 31, 2021 $ 66,732 $ 150,975 $ - $ 465,267 32,882,177 $ 33,565,151 Six Months ended December 31, 2022 Gold mineral mining Distribution of THC-free cannabinoid (CBD) products Production and distribution of renewable commodities Holding property Licensor of proprietary pyrolysis t echnology Corporate unallocated Consolidated Revenue $ - $ - $ 79,265 $ 23,221 $ - $ 4,966 $ 107,452 Cost of revenue - - (78,629 ) - - (966 ) (79,595 ) Gross profit - - 636 23,221 - 4,000 27,857 Selling, general & administrative expenses (107,456 ) (2,575 ) (1,002,409 ) (87,250 ) (653 ) (472,179 ) (1,672,522 ) Loss from operations (107,456 ) (2,575 ) (1,001,773 ) (64,029 ) (653 ) (468,179 ) (1,644,665 ) Interest expenses - - (8,688 ) - - (1,870,972 ) (1,879,660 ) Other income 6,056 - 636 - - 961 7,653 Loss before income tax (101,400 ) (2,575 ) (1,009,825 ) (64,029 ) (653 ) (2,388,190 ) (3,516,672 ) Income tax - - - - - - - Net loss $ (101,400 ) $ (2,575 ) $ (1,009,825 ) $ (64,029 ) $ (653 ) $ (2,388,190 ) $ (3,516,672 ) Total assets at December 31, 2022 $ 29,169 $ 315,929 $ 1,685,244 $ 1,253,068 $ 30,202,975 $ 6,148,975 $ 39,635,360 Six Months ended December 31, 2021 Gold mineral mining Distribution of THC-free cannabinoid (CBD) products Production and distribution of renewable commodities Holding property Corporate unallocated Consolidated Revenue $ - $ - $ - $ - $ - $ - Cost of revenue - - - - - Gross profit - - - - - - Selling, general & administrative expenses (107,376 ) (1,755 ) (17,640 ) (102,742 ) (493,588 ) (723,101 ) Loss from operations (107,376 ) (1,755 ) (17,640 ) (102,742 ) (493,588 ) (723,101 ) Interest expenses - - - - (954,934 ) (954,934 ) Other income 12,115 - - - - 12,115 Loss before income tax (95,261 ) (1,755 ) (17,640 ) (102,742 ) (1,448,522 ) (1,665,920 ) Income tax - - - - - - Net loss $ (95,261 ) $ (1,755 ) $ (17,640 ) $ (102,742 ) $ (1,448,522 ) $ (1,665,920 ) Total assets as December 31, 2021 $ 66,732 $ 150,975 $ - $ 465,267 32,882,177 $ 33,565,151 The below revenues are based on the countries in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables: Three Months ended December 31, Six Months ended December 31, 2022 2021 2022 2021 Malaysia $ 10,621 $ - $ 22,233 $ - United States 70,519 - 85,219 - $ 81,140 $ - $ 107,452 $ - |
OTHER RECEIVABLE AND DEPOSITS
OTHER RECEIVABLE AND DEPOSITS | 6 Months Ended |
Dec. 31, 2022 | |
OTHER RECEIVABLE AND DEPOSITS | |
OTHER RECEIVABLE AND DEPOSITS | NOTE 5 – OTHER RECEIVABLE AND DEPOSITS Other receivable, deposits and prepayments as of December 31, 2022 and June 30, 2022 consisted of the following: December 31, 2022 June 30, 2022 Deposits $ 201,466 $ 118,516 Other receivables 8,946 - $ 210,414 $ 118,516 |
INTANGIBLE ASSET
INTANGIBLE ASSET | 6 Months Ended |
Dec. 31, 2022 | |
INTANGIBLE ASSET | |
INTANGIBLE ASSET | NOTE 6 –INTANGIBLE ASSET On May 13, 2021, the Company announced the Share Sale Agreement on May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an unrelated third party, and other unrelated third party individuals, in consideration of issuance of 321,500,000 shares of the Company’s restricted common stock at $0.03 per share, valued at $9,645,000, and the issuance of promissory notes with two-year term period with a principal amount of $20,355,000. 321,500,000 shares and the promissory notes were issued on May 12, 2021. The face value (principal) amount of $20,355,000 is repayable by May 12, 2023, and bearing zero coupon interest. On January 20, 2022, the Company had reached a mutual agreement with the Lenders of the Notes to enter into a Supplement to Promissory Note, with each Lender, to convert the total principal loan amount of $20,355,000 into shares of the Company’s restricted Common Stock priced at $0.0611 per share, which represents the last ninety (90) days’ volume weighted average price (VWAP) as of the market closing of January 19, 2022. The conversion of the promissory notes were completed on December 9, 2022 with the issuance of 333,142,389 of the Company’s restricted Common Stock. The acquisition of BRL was consummated on October 12, 2022. Bio Resources Limited (“BRL”) is the beneficial and/or registered proprietor of the intellectual property known as “Catalytic Biofraction Process”, which is a slow pyrolysis process using a proprietary catalyst to depolymerise palm biomass wastes (empty fruit bunches or palm kernel shells) in temperature range of 350 degrees Celsius to 500 degrees Celsius to yield commercially valuable bio products: bio-oil, wood vinegar (pyroligneous acid), biochar and bio-syngas. The intellectual property is a second-generation pyrolysis process where non-food feedstock like palm biomass wastes is used as feedstock. Upon fulfilling UN’s (United Nations) ACM 22 protocol as well as LCA (Life Cycle Assessment) requirements, it is anticipate that the by-products from this IP with fair value of $30,192,771 would lead to certification and issuance of Carbon Avoidance Credits as well as Carbon Removal Credits to generate carbon revenue for the Company. During this quarter, the Company has not operated the use of its intellectual property rights to generate its revenue. Therefore, no amortization was provided. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 7 – PROPERTY, PLANT AND EQUIPMENT A summary of property and equipment at December 31, 2022 and June 30, 2022 is as follows: December 31, 2022 June 30, 2022 Land and building $ 2,151,709 $ 1,642,102 Plant and machinery 491,536 134,198 Office equipment 24,097 23,353 Project equipment 616,169 615,420 Computer 15,943 14,846 Motor vehicle 741,735 225,861 Furniture & fittings 10,320 2,527 4,051,509 2,658,307 Less: accumulated depreciation (1,685,812 ) (1,609,414 ) $ 2,365,697 $ 1,048,893 Depreciation expense for the three months ended December 31, 2022 and 2021 totalled $51,955 and $4,134, respectively. Depreciation expense for the six months ended December 31, 2022 and 2021 totalled $79,907 and $5,220, respectively. Land and building with the net carrying value of $735,063 at December 31, 2022 and $746,145 at June 30, 2022 were pledged to a financial institution for facilities granted. |
DEPOSITS PAID
DEPOSITS PAID | 6 Months Ended |
Dec. 31, 2022 | |
DEPOSITS PAID | |
DEPOSITS PAID | NOTE 8 – DEPOSITS PAID At December 31, 2022 and June 30, 2022, deposits consist of the following: December 31, 2022 June 30, 2022 Deposits paid for acquisition of subsidiaries - Bio Resources Limited (#1) $ - $ 25,935,550 Deposits paid for acquisition of property, plant and equipment (#2) 5,000,000 5,000,000 Security deposit - Factory site (#3) 80,000 80,000 - Land and building (#4) $ - $ 240,000 $ 80,000 $ 320,000 (#1) The Company announced the Share Sale Agreement on May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an unrelated third party, and other unrelated third party individuals, in consideration of issuance of 321,500,000 shares of the Company’s restricted common stock at $0.03 per share, valued at $9,645,000, and the issuance of promissory notes with two-year term period with a principal amount of $20,355,000. 321,500,000 shares were issued on May 12, 2021 and the promissory notes were issued on May 12, 2021. The face value (principal) amount of $20,355,000 was convertible into common shares within 60 days from October 12, 2022, and bearing zero coupon interest. The promissory note was priced at $16,290,550 considering the market interest rate then. This transaction was subsequently closed on October 12, 2022. (#2) On May 10, 2021, the Company announced the Sale and Purchase Agreement to acquire the assets of biofraction plant and the right to use intellectual property license in Sabah, Malaysia from Borneo Energy Sdn Bhd, in consideration of issuance of 166,666,667 share of the Company’s stock at $0.03 per share, valued at $5,000,000. 135,666,667 shares and 31,000,000 shares were issued on May 10, 2021 and July 1, 2021, respectively. This acquisition is currently in progress and the completion of the S&P Agreement is subject to all such acts necessary, including but not limited to due diligence exercise to ascertain the valuation of the assets of the biofraction plant and the right to use the licensed intellectual property in Sabah, Malaysia. The consideration shall be refundable if the transaction fails to complete. (#3) On March 2, 2022, the Company, through VRAP, entered into a Commercial Lease Agreement and Option to Purchase (“Lease Agreement”) the factory site from Segama Ventures for a lease term of seven (7) years (“Lease Term”) at a monthly rental of MYR 36,000 ($8,571). The rental for the entire Lease Term amounts to the sum of MYR 3,024,000 ($720,000) (the “Lease Payment”) which shall be paid in advance upon commencement of the Lease Agreement together with a payment of security deposit for the sum of MYR 336,000 ($80,000) (the “Security Payment”). (#4) On February 10, 2022, the Company, through VEL, a limited liability company incorporated in the State of Missouri, which is an indirect wholly-owned subsidiary of the Company via Verde Renewables, Inc., entered into a Commercial Lease Agreement and Option to Purchase (the “Lease Agreement”) a 24-acre property in La Belle from Jon Neal Simmons and Betty Jo Simmon (the “Landlord”) in order to kickstart carbon farming with biochar in Missouri. Under the Lease Agreement, the term of the lease will be for a period of two (2) years and the Company will have the right to renew the lease with a total of three renewal periods with each term being two years. The monthly base rent is $10,000 for the term, was payable on the commencement of the Lease Agreement, together with a security deposit of $240,000. The Lease Agreement also grants the Company the exclusive right and option to purchase the premises together with all the right title and interest from the Landlord for a consideration of $490,000 at any time during the two-year term of the lease. If the Company exercises the option to purchase the premises from the Landlord, the upfront lease payment and security deposit may be utilized as part payment of the purchase consideration. The option to purchase was exercised on September 27, 2022. |
MINING RIGHT
MINING RIGHT | 6 Months Ended |
Dec. 31, 2022 | |
MINING RIGHT | |
MINING RIGHT | NOTE 9 - MINING RIGHT A lump sum payment of RM260,500 ($62,260) was made for a mining right over a period of 2 years up to June 13, 2023. The mining right is amortized on a straight-line basis over the term of the right. The table below presents the movement of the right as recorded on the balance sheets. Six months ended December 31, 2022 Year Ended June 30, 2022 Balance as at July 1, 2022 and July 1, 2021 $ 27,088 $ 60,131 Amortization charge for the period (14,394 ) (30,779 ) Foreign exchange adjustment (366 ) (2,264 ) Balance as of December 31, 2022 and June 30, 2022 $ 12,328 $ 27,088 Amortization charge of mining right was $7,188 and $7,809 for the three months ended December 31, 2022 and 2021, respectively. Amortization charge of mining right was $14,394 and $15,585 for the six months ended December 31, 2022 and 2021, respectively. |
AMOUNTS DUE TO RELATED PARTIES
AMOUNTS DUE TO RELATED PARTIES | 6 Months Ended |
Dec. 31, 2022 | |
AMOUNTS DUE TO RELATED PARTIES | |
AMOUNTS DUE TO RELATED PARTIES | NOTE 10 – AMOUNTS DUE TO RELATED PARTIES The following breakdown of the balances due to related parties, consisted of:- December 31, 2022 June 30, 2022 Borneo Oil and Gas Corporation Sdn Bhd (“BOG”) $ 718,168 $ 555,527 Borneo Energy Sdn Bhd 15,696 - Taipan International Limited 119,153 - Mr. Jack Wong 40,028 893,045 555,527 Borneo Oil Berhad (“BOB”) (holding 16.1% and 22.8% of the Company’s issued and outstanding common stock as of December 31, 2022 and June 30, 2022, respectively) is the holding company of BOG and Borneo Energy Sdn Bhd. The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms. Taipan International Limited is one of the shareholders of the Company, and held 33.5% of the Company’s issued and outstanding common stock as of December 31, 2022. The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms. Mr. Jack Wong is the President and Chief Executive of the Company effective October 1, 2022. |
PROMISSORY NOTES
PROMISSORY NOTES | 6 Months Ended |
Dec. 31, 2022 | |
PROMISSORY NOTES | |
PROMISSORY NOTES | NOTE 11 – PROMISSORY NOTES On May 13, 2021, the Company announced the Share Sale Agreement dated May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an unrelated third party, and other unrelated third party individuals, in consideration of issuance of 321,500,000 shares of the Company’s restricted common stock at $0.03 per share, valued at $9,645,000, and the issuance of promissory notes with two-year term period with a principal amount of $20,355,000. 321,500,000 shares and the promissory notes were issued on May 12, 2021. The face value (principal) amount of $20,355,000 was repayable by May 12, 2023, and bearing zero coupon interest. On January 20, 2022, the Company had reached a mutual agreement with the Lenders of the Notes to enter into a Supplement to Promissory Note with each Lender, to convert the total principal loan amount of $20,355,000 into shares of the Company’s restricted Common Stock priced at $0.0611 per share, which represents the last ninety (90) days’ volume weighted average price (VWAP) as of the market closing of January 19, 2022. With the consummation of the acquisition of BRL on October 12, 2022, on December 9, 2022 the conversion of Promissory Notes was completed pursuant to a Supplementary Agreement dated December 7, 2022, with the issuance of 333,142,389 shares of the Company’s restricted Common Stock, at the price of $0.0611 per share, to the 17 Lenders, including the Company’s President and CEO, Jack Wong. The fair value of the outstanding promissory notes as of June 30, 2022 was calculated with the following assumptions: Risk free rate 0.268 % Credit spread 6.513 % Liquidity risk premium 5.000 % The following is a reconciliation of the beginning and ending balances of promissory notes payable using Level 3 inputs: December 31, June 30, 2022 2022 Balance at the beginning of period or year $ 18,484,028 $ 16,535,942 Interest expense 1,870,972 1,948,086 Converted to Company’s restricted common Stock (20,355,000 ) - Balance at the end of period or year $ - $ 18,484,028 The Company recorded $1,344,745 and $484,168 interest expense for the three months ended December 31, 2022 and 2021, respectively. The Company recorded $1,879,660 and $954,934 interest expense for the six months ended December 31, 2022 and 2021, respectively. |
LEASES
LEASES | 6 Months Ended |
Dec. 31, 2022 | |
LEASES | |
LEASES | NOTE 12 - LEASES The Company adopted ASU No. 2016-02, Leases and determines whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for as a single lease component as the Company has elected the practical expedient. Some of the operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient. Operating leases are included in the right-of-use lease assets, and current and non-current lease liabilities on the Unaudited Condensed Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, the incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term. The Company adopts a 5% as weighted average incremental borrowing rate to determine the present value of the lease payments. The weighted average remaining life of the lease was 3 years. The table below presents the lease-related assets and liabilities recorded on the balance sheet. December 31, 2022 June 30, 2022 Assets Right-of-use asset (#1) $ 634,286 $ 685,714 Right-of-use asset (#2) 59,310 - 693,596 685,714 Liabilities Current: Operating lease liabilities $ 18,975 $ - Finance lease liabilities $ 169,496 $ 75,224 Non-current: Operating lease liabilities $ 40,335 $ - Finance lease liabilities 686,883 97,900 Total lease liabilities $ 915,689 $ 173,124 As of December 31, 2022, right-of-use assets were $693,596 and lease liabilities were $915,689. As of June 30, 2022, right-of-use assets were $685,714 and lease liabilities were $173,124. For the three months ended December 31, 2022 and 2021, the amortization charge on right-of use assets was $25,714 and $0, respectively. For the six months ended December 31, 2022 and 2021, the amortization charge on right-of-use was $57,028 and $0, respectively. (#1) This leasing arrangement for the lease of the Segama factory amounting to $720,000 is for a lease term of seven (7) years and includes an exclusive right and option to purchase the factory site, together with all its right title and interest, for a consideration to be mutually agreed between the parties at any time during the period of two years from the date of the Lease Agreement. The Lease Payment and Security Payment shall be applied toward the Purchase Price upon VRAP exercising the option to purchase. The Company’s lease agreements do not contain any material restrictive covenants. There are no corresponding lease liabilities recorded as the lease payments for the entire lease period has been paid upfront upon inception of the agreement. (#2)This leasing arrangement for the lease of the executive vehicle amounting to $84,718 is for a lease term of three (3) years and includes option to purchase the said vehicle at an agreed consideration as stated in the Lease Agreement. The purchase option fee shall be applied toward the Purchase Price upon VRI exercising the option to purchase. The Company’s lease agreements do not contain any material restrictive covenants. The Company excludes short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities or right-of-use assets. The following tables summarize the lease expense for the periods. Six Months ended December 31, 2022 2021 Finance lease cost: Interest on lease liabilities (per ASC 842) $ 8,688 $ - Operating lease cost: Operating lease expense (per ASC 842) 65,867 10,818 Total lease expense $ 74,555 $ 10,818 Components of Lease Expense The Company recognizes operating lease expense on a straight-line basis over the term of the operating leases, comprising interest expense determined using the effective interest method, and amortization of the right-of-use asset, as reported within “general and administrative” expense on the accompanying unaudited condensed consolidated statement of operations. Finance lease expense comprise of interest expenses determined using the effective interest method. Future Contractual Lease Payments as of December 31, 2022 The below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the next five years and thereafter ending December 31: Years ending December 31, Operating and finance lease amount 2023 $ 188,471 2024 146,789 2025 150,206 2026 141,282 2027 124,164 Thereafter 164,777 Total minimum finance lease liabilities installment payment $ 915,689 Representing:- Current liabilities $ 188,471 Non-current liabilities 727,218 $ 915,689 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 6 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 13 - STOCKHOLDERS’ EQUITY Authorized Stock The Company has authorized 10,000,000,000 common shares and 50,000,000 preferred shares, both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. Preferred stock outstanding There are no preferred shares outstanding as of December 31, 2022 and June 30, 2022. The Company has no stock option plan, warrants, or other dilutive securities. Common stock outstanding On July 15, 2022, the Company issued a total of 1,500,000 restricted common shares at US$0.155 per share to two consultants pursuant to two consultant agreements; 1,000,000 restricted common shares were issued to Gary F. Zimmer and 500,000 restricted common shares were issued to Lisa Leilani Zimmer Durand, to serve as consultants to the Company. An aggregate of $232,500 was recognized as stock-based compensation under general and administrative expenses during the period ended September 30,2022. During period ended September 30, 2022, 15,328,029 restricted common shares were committed to be issued pursuant to private placement and were subsequently issued on November 7, 2022, comprising of 291,667 restricted common shares for US$21,000 at US$0.072 per share to one non-US shareholder, 15,036,362 restricted common shares for US$1,323,200 at US$0.088 per share to five non-US shareholders . On November 7, 2022, the Company issued 603,181 restricted common shares for US$53,080 at US$0.088 per share to three US shareholders. On October 26, 2022, the Company entered into a corporate consulting services agreement (the “Consulting Agreement”) for investor communication and public relations services with Dutchess Group LLC (“DGL”). On December 9, 2022, pursuant to terms of the Consulting Agreement, the Company issued a total of 1,500,000 restricted common shares at US$0.12 per share to DGL. On November 30, 2022, the Company, through its wholly-owned subsidiary Verde Renewables, Inc.(“VRI”), a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement (the “Agreement”) with YM Tengku Chanela Jamidah YAM Tengku Ibrahim to engage her as its Director of Strategic Initiatives to promote and make introductions for the benefit of advancing the Company’s business and interests amongst her networks as designated in the Agreement. Under the Agreement, the Company will pay YM Tengku Chanela Jamidah YAM Tengku Ibrahim by the issuance of 1,000,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) in two tranches of 500,000 shares each on or before December 31, 2022 and December 31, 2023 respectively. The term of the Agreement will be for a fixed period of twenty-four (24) months commencing on November 30, 2022 and both parties may renew the agreement or enter into a new agreement as may be mutually agreed on terms to be separately negotiated. On December 31, 2022, pursuant to terms of the Services Agreement, the Company issued a total of 500,000 restricted common shares at US$0.20 per share to YM Tengku Chanela Jamidah YAM Tengku Ibrahim. On December 1, 2022, the Company through its wholly-owned subsidiary VRI, a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement (the “Agreement”) with Steven Sorhus to engage him as its Financial Controller to prepare monthly financial reports and financial projections, and oversee daily accounting practices of the Company and its subsidiaries as designated in the Agreement. Under the Agreement, the Company will pay Steven Sorhus by the issuance of 800,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) in two tranches of 300,000 shares on or before December 31, 2022 and 500,000 shares on or before December 31, 2023. The term of the Agreement will be for a fixed period of twenty-five (25) months commencing on December 1, 2022 and both parties may renew the agreement or enter into a new agreement as may be mutually agreed on terms to be separately negotiated. On December 31, 2022, pursuant to terms of the Agreement, the Company issued a total of 500,000 restricted common shares at US$0.20 per share to Steven Sorhus. On December 1, 2022, the Company through its wholly-owned subsidiary VRI, a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement (the “Agreement”) with EMGTA LLC (“EMGTA”). Under the Agreement, EMGTA will provide services to develop business plan and marketing strategy to facilitate business growth, and identify new customers and markets for the Company. The Company will pay EMGTA by the issuance of 750,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) in two tranches of 375,000 shares each on or before December 31, 2022 and December 31, 2023 respectively. The term of the Agreement will be for a fixed period of twenty-five (25) months commencing on December 1, 2022 and both parties may renew the agreement or enter into a new agreement as may be mutually agreed on terms to be separately negotiated. On December 31, 2022, pursuant to terms of the Agreement, the Company issued a total of 375,000 restricted common shares at US$0.20 per share to EMGTA. On December 15, 2022, the Company entered into a Services Agreement (the “Agreement”) with Looi Pei See to engage her as its consultant to develop the retail markets for the Company’s products and services in Malaysia and Singapore. On December 31, 2022, pursuant to terms of the Consulting Agreement, the Company issued a total of 1,140,000 restricted common shares at US$0.20 per share to Looi Pei See. The term of the Agreement will be for a fixed period of thirty-six (36) months. There were 1,173,576,654 and 819,188,055 shares of common stock issued and outstanding at December 31, 2022 and June 30, 2022, respectively. |
INCOME TAX
INCOME TAX | 6 Months Ended |
Dec. 31, 2022 | |
INCOME TAX | |
INCOME TAX | NOTE 14 - INCOME TAX For the six months ended December 31, 2022 and 2021, the local (“United States of America”) and foreign components incurred loss before income taxes as follows: Six Months ended December 31, 2022 2021 Tax jurisdiction from: - Local (US regime) $ (3,023,344 ) $ (1,553,019 ) - Foreign, including British Virgin Island (141,258 ) - Malaysia (351,417 ) (112,901 ) Labuan, Malaysia (653 ) - Loss before income taxes $ (3,516,672 ) $ (1,665,920 ) The provision for income taxes consisted of the following: Six Months ended December 31, 2022 2021 Current tax: - Local $ - $ - - Foreign - - Deferred tax - Local - - - Foreign - - Income tax expense (benefit) $ - $ - The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company mainly operates in U.S.A. and Malaysia and are subject to taxes in the jurisdictions in which they operate, as follows: United States of America VRDR, VRI and VLI are subject to the tax laws of United States of America. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented. The Company has provided for a full valuation allowance against the deferred tax assets of $895,584 on the expected future tax benefits from the net operating loss (“NOL”) carry forwards of $4,264,686 as the management believes it is more likely than not that these assets will not be realized in the future. Net Operating Losses (NOLs) generated prior to January 1, 2018 are able to be carried forward up to twenty subsequent years. Any NOLs created for tax years subsequent to that may be carried forward indefinitely. However, any NOLs arising from tax years ending after December 31, 2020, can only be used to offset up to 80% of taxable income. For the six months ended December 31, 2022 and 2021, there were no operating income under US tax regime. BVI Under the current BVI law, VRAP is not subject to tax on income. Labuan Under the current laws of the Labuan applicable to BRL, income derived from an intellectual property right is subject to tax under the Malaysian Income Tax Act 1967 (ITA) at 24% of its chargeable income. However, BRL is not subject to income tax, given that it was a net loss position during the current period presented. The losses are presently not able to be carried forward to offset against its future operation income as income generating activities have not yet been undertaken. Malaysia VRSB, Champmark and Wision are registered in Malaysia and are subject to the Malaysian corporate income tax at a standard income tax rate of 24% on chargeable income. For the six months ended December 31, 2022, the operation in Malaysia incurred $5,579,869 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss are allowed to be carried forward up to a maximum of ten (10) years of assessments under the current tax legislation in Malaysia. The Company has provided for a full valuation allowance against the deferred tax assets of $1,339,169 on the expected future tax benefits from the net operating loss (“NOL”) carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. Six Months ended December 31, 2022 2021 Loss before income taxes $ (351,417 ) $ (112,901 ) Statutory income tax rate 24 % 24 % Income tax expense at statutory rate (84,340 ) (27,096 ) Non-deductible items 6,178 3,781 Operating losses unable to carried forward 157 Net operating loss 78,005 23,315 Income tax expense $ - $ - The following table sets forth the significant components of the deferred tax assets of the Company: December 31, 2022 June 30, 2022 Deferred tax assets: Net operating loss carryforwards, from US tax regime $ 895,584 $ 169,688 Malaysia tax regime 1,339,169 1,259,662 Less: valuation allowance (2,234,753 ) (1,429,350 ) Deferred tax assets, net $ - $ - The Company has recorded valuation allowances for certain tax attribute carry forwards and other deferred tax assets due to uncertainty that exists regarding future realizability. If in the future the Company believes that it is more likely than not that these deferred tax benefits will be realized, the majority of the valuation allowances will be reversed in the unaudited condensed consolidated statement of operations. The Company did not have any interest and penalty provided or recognized in the income statements for the six months ended December 31, 2022 and 2021. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 15 - RELATED PARTY TRANSACTIONS Six Months ended December 31, 2022 2021 Related party transactions: Sales to: Borneo Eco Food Sdn Bhd (#2) $ 12,181 $ - Rental income: Mr. Jack Wong (#5) $ 19,121 $ - Other income – Sales of wash sand to: Jusra Mining Merapoh Sdn Bhd (#1) $ - $ 12,115 Site expenses: Warisan Khidmat Sdn Bhd (#3) $ 7,963 $ - Professional services provided by: Warisan Khidmat Sdn Bhd (#3) $ 9,283 $ - Related party balances: As of December 31, 2022 June 30, 2022 Trade receivables Borneo Eco Food Sdn Bhd (#2) $ 7,824 $ 5,933 Deposits paid for acquisition of property, plant and equipment Borneo Energy Sdn Bhd (#2) $ - $ 5,000,000 Trade Payables Warisan Khidmat Sdn Bhd (#3) $ 1,590 $ 7,253 Advanced from related parties Advanced from BOG (#4) $ 718,168 $ 555,527 Advanced from Borneo Energy Sdn Bhd (#2) $ 15,696 $ - Taipan International Limited (#6) $ 119,153 $ - Mr. Jack Wong (#5) $ 40,028 $ - Advanced to related party Vetrolysis Limited (#7) $ 100 $ - Advanced from Director Mr. Carl M. Craven $ 22,737 $ - (#1) Lamax Gold Limited (“LGL”) held 15% equity interests of Champmark Sdn Bhd which was disposed on October 20, 2021 to Verde Resources Asia Pacific Limited (formerly known as Gold Billion Global Limited) and is also the major shareholder of Jusra Mining Merapoh Sdn Bhd. (#2) Borneo Oil Berhad (“BOB”) is ultimate holding company of Borneo Eco Food Sdn. Bhd. and Borneo Energy Sdn Bhd, and held 16.1% and 22.8% of the Company’s issued and outstanding common stock as of December 31, 2022 and June 30, 2022, respectively. (#3) Warisan Khidmat Sdn. Bhd. is a company whose shareholdings is entirely held by Director of VRSB (#4) Borneo Oil and Gas Corporation Sdn Bhd (“BOG”) is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) (holding 16.1% and 22.8% of the Company’s issued and outstanding common stock as of December 31, 2022 and June 30, 2022, respectively). The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms. (#5) Mr. Jack Wong is the President and Chief Executive of the Company effective October 1, 2022. (#6) Taipan International Limited is one of the shareholders of the Company, and held 33.5% of the Company’s issued and outstanding common stock as of December 31, 2022. (#7) Encik Anuar bin Ismail, an indirect significant shareholder, is a director of Vetrolysis Limited. Apart from the transactions and balances detailed above and elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented. |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 6 Months Ended |
Dec. 31, 2022 | |
CONCENTRATIONS OF RISK | |
CONCENTRATIONS OF RISK | NOTE 16 - CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers For the three and six months ended December 31, 2022 and 2021, there was no single customer whose revenue exceeded 10% of the revenue. (b) Economic and political risk The Company’s major operations are conducted in U.S.A. and Malaysia. Accordingly, the political, economic, and legal environments in U.S.A. and Malaysia, as well as the general state of U.S.A. and Malaysia’s economy may influence the Company’s business, financial condition, and results of operations. (c) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 17 - COMMITMENTS AND CONTINGENCIES As of December 31, 2022, the Company has commitment to issue restricted common shares to the following service providers on or before December 31, 2023 for services to be performed pursuant to the Service Agreements signed as disclosed in Note 13 on or before December 31, 2023: Number of shares to be issued EMGTA LLC 375,000 YM Tengku Chanela Jamidah YAM Tengku Ibrahim 500,000 Steven Sorhus 500,000 1,375,000 As of December 31, 2022, the Company has no material contingencies. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 17 - SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, the condensed consolidated balance sheet as of June 30, 2022 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended December 31, 2022 are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, 2023 or for any future period. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended June 30, 2022, filed with the SEC on November 4, 2022. |
Use of Estimates and Assumptions | The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company. In preparing these unaudited condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. |
Basis of Consolidation | The unaudited condensed consolidated financial statements include the financial statements of Verde Resources, Inc. and its subsidiaries. All significant inter-company balances and transactions within the Company and its subsidiaries have been eliminated upon consolidation. The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair market values at the acquisition date. |
Segment Reporting | Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting |
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. |
Cash and Cash Equivalents | Cash and cash equivalents are carried at cost and represent cash in banks, money market funds, and certificates of term deposits with maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $363,560 and $418,917 in cash and cash equivalents at December 31, 2022 and June 30, 2022. At December 31, 2022 and June 30, 2022, cash and cash equivalents consisted of bank deposits and petty cash on hands. |
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 December 31, 2022 and June 30, 2022, the Company has no allowance for doubtful accounts, as per management’s judgment based on their best knowledge. As of December 31, 2022 and June 30, 2022, the longest credit term for certain customers are 60 days. |
Inventories | Inventories are stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. Costs include material, labor and overhead costs. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. As of December 31, 2022 and June 30, 2022, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs. |
Property and equipment | Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful life Land and buildings 3-27.5 years Plant and machinery 5-7 years Office equipment 3 years Project equipment 5 years Computer 5 years Motor vehicle 5 years Furniture & fittings 5 years Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterment which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the unaudited condensed consolidated statements of income and other comprehensive income in other income or expenses. |
Intangible assets | Intangible assets acquired from third parties are measured initially at fair value, with finite lives of 10 years, which are reviewed for indicators of impairment at least annually. These intangible assets are to be amortized over these estimated useful lives on a straight-line basis, upon the success of its commercial operation. |
Impairment of Long-lived Assets | In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets |
Revenue Recognition | ASC Topic 606, Revenue from Contracts with Customers The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct. Product sales Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial. Revenues from product sales are recorded net of reserves established for applicable discounts and allowances that are offered within contracts with the Company’s customers. Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the following categories: discounts, returns and rebates. These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable as the amount is payable to the Company’s customer. Gold mining Revenue from the sales of gold mineral or other minerals to registered gold trading companies or other customers in Malaysia is recognized as revenue in accordance with the following core principles: at the time of gold or minerals sales, the contract with customers and the performance obligations are identified. The transaction and selling price is determined by the prevailing market value of gold bullion quoted by the leading registered gold trading company in Malaysia or at an agreed price. Sales invoice will be prepared to reflect the proper transaction price based on the performance obligation allocation. After delivery is completed and the performance obligation is satisfied, sales invoice will be presented to the customers and so revenue is then recognized accordingly. |
Leases | The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term. ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC Topic 360, Property, Plant, and Equipment ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company recognized no impairment of ROU assets as of December 31, 2022 and June 30, 2022. The operating lease is included in operating lease right-of-use assets and operating lease liabilities as current and non-current liabilities in the unaudited condensed consolidated balance sheets at December 31, 2022 and June 30, 2022. Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, we as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to us, while the leased asset is depreciated in accordance with our depreciation policy if the title is to eventually transfer to us. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 842. |
Income Taxes | The Company adopted the ASC Topic 740, Income tax The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. |
Uncertain Tax Positions | The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC Topic 740 provisions of Section 740-10-25 for the three and six months ended December 31, 2022 and 2021. |
Foreign Currency Translation | The Company’s reporting currency is the United States dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in United States dollars. In addition, some of the Company’s subsidiaries operating in Malaysia maintain their books and records in the local currency, Malaysian Ringgit (“MYR”) which is their functional currency, being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of MYR into U.S. dollars has been made at the following exchange rates for the following periods:- December 31, 2022 December 30, 2021 Period-end MYR:US$ exchange rate 0.22715 0.24004 Average period MYR:US$ exchange rate 0.22102 0.23931 |
Comprehensive Income | ASC Topic 220, Comprehensive Income |
Net Loss per Share | The Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share |
Stock-Based Compensation | The Company accounts for stock-based compensation in accordance with ASC Topic 718-10, Compensation-Stock Compensation The Company accounts for non-employee stock-based awards at fair value in accordance with the measurement and recognition criteria of ASC Topic 505-50, “ Equity-Based Payments to Non-Employees |
Mineral Acquisition and Exploration Costs | Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves. |
Environmental Expenditures | The operations of the Company have been,and may in the future be affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures. Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries. |
Related Parties | The Company follows the ASC 850-10, Related Party Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Commitments and contingencies | The Company follows the ASC 450-20, Commitments If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. |
Fair Value of Financial Instruments | The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, prepayments and other receivables, accounts payable, accrued liabilities and other payables, loans payable, and amounts due to related parties approximate their fair values because of the short maturity of these instruments. |
Recent Accounting Pronouncements | During the period ended December 31, 2022, there have been no new, or existing, recently issued accounting pronouncements that are of significance, or potential significance, that impact the Company’s unaudited condensed consolidated financial statements. |
ORGANIZATION AND BUSINESS BAC_2
ORGANIZATION AND BUSINESS BACKGROUND (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
ORGANIZATION AND BUSINESS BACKGROUND | |
renewable commodities and real property holding | Company name Place of incorporation Principal activities and place of operation Effective interest held Verde Resources Asia Pacific Limited (“VRAP”) (fka Gold Billion Global Limited) British Virgin Islands Investment holding 100% Verde Resources (Malaysia) Sdn Bhd (“VRSB”) Malaysia Provision of consultation service and distribution of renewable agricultural commodities 100% Verde Renewables, Inc. (“VRI”) State of Missouri, U.S.A. Management of a processing and packaging facility 100% Verde Life Inc. (“VLI”) State of Oregon, U.S.A. Distribution of THC-free cannabinoid (CBD) products 100% Champmark Sdn Bhd (“Champmark”) Malaysia Mining of minerals 100% The Wision Project Sdn Bhd (“Wision”) Malaysia Digital innovation, marketing & consulting service, PR, branding, influencer marketing, event management and media relations services 100% Verde Estates LLC (“VEL”) State of Missouri, U.S.A. Holding real property 100% Bio Resources Limited (“BRL”) Labuan, Malaysia Provision of proprietary pyrolysis technology and investment holding 100%* |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Property and equipment | Expected useful life Land and buildings 3-27.5 years Plant and machinery 5-7 years Office equipment 3 years Project equipment 5 years Computer 5 years Motor vehicle 5 years Furniture & fittings 5 years |
Schedule of foreign currencies translation | December 31, 2022 December 30, 2021 Period-end MYR:US$ exchange rate 0.22715 0.24004 Average period MYR:US$ exchange rate 0.22102 0.23931 |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
BUSINESS SEGMENT INFORMATION | |
Schedule of reconciliation of the disaggregated revenue | Three Months ended December 31, 2022 Gold mineral mining Distribution of THC-free cannabinoid (CBD) products Production and distribution of renewable commodities Holding property Licensor of proprietary pyrolysis technology Corporate unallocated Consolidated Revenue $ - $ - $ 55,921 $ 21,171 $ - $ 4,048 $ 81,140 Cost of revenue - - (31,202 ) - - (454 ) (31,656 ) Gross profit - - 24,719 21,171 - 3,594 49,484 Selling, general & administrative expenses (60,396 ) (2,550 ) (503,630 ) (63,797 ) (653 ) (231,054 ) (862,080 ) Loss from operations (60,396 ) (2,550 ) (478,911 ) (42,626 ) (653 ) (227,460 ) (812,596 ) Interest expenses - - (4,803 ) - - (1,344,745 ) (1,349,548 ) Other income 281 - 636 - - 961 1,878 Loss before income tax (60,115 ) (2,550 ) (483,078 ) (42,626 ) (653 ) (1,571,244 ) (2,160,266 ) Income tax - - - - - - - Net loss $ (60,115 ) $ (2,550 ) $ (483,078 ) $ (42,626 ) $ (653 ) $ (1,571,244 ) $ (2,160,266 ) Total assets at December 31, 2022 $ 29,169 $ 315,929 $ 1,685,244 $ 1,253,068 $ 30,202,975 $ 6,148,975 $ 39,635,360 Three Months ended December 31, 2021 Gold mineral mining Distribution of THC-free cannabinoid (CBD) products Production and distribution of renewable commodities Holding p roperty Corporate unallocated Consolidated Revenue $ - $ - $ - $ - $ - $ - Cost of revenue - - - - - - Gross profit - - - - - - Selling, general & administrative expenses (66,093 ) (1,755 ) (17,640 ) (92,254 ) (181,363 ) (359,105 ) Loss from operations (66,093 ) (1,755 ) (17,640 ) (92,254 ) (181,363 ) (359,105 ) Interest expenses - - - - (484,168 ) (484,168 ) Other income 25 - - - - 25 Loss before income tax (66,068 ) (1,755 ) (17,640 ) (92,254 ) (665,531 ) (843,248 ) Income tax - - - - - - Net loss $ (66,068 ) $ (1,755 ) $ (17,640 ) $ (92,254 ) $ (665,531 ) $ (843,248 ) Total assets as December 31, 2021 $ 66,732 $ 150,975 $ - $ 465,267 32,882,177 $ 33,565,151 Six Months ended December 31, 2022 Gold mineral mining Distribution of THC-free cannabinoid (CBD) products Production and distribution of renewable commodities Holding property Licensor of proprietary pyrolysis t echnology Corporate unallocated Consolidated Revenue $ - $ - $ 79,265 $ 23,221 $ - $ 4,966 $ 107,452 Cost of revenue - - (78,629 ) - - (966 ) (79,595 ) Gross profit - - 636 23,221 - 4,000 27,857 Selling, general & administrative expenses (107,456 ) (2,575 ) (1,002,409 ) (87,250 ) (653 ) (472,179 ) (1,672,522 ) Loss from operations (107,456 ) (2,575 ) (1,001,773 ) (64,029 ) (653 ) (468,179 ) (1,644,665 ) Interest expenses - - (8,688 ) - - (1,870,972 ) (1,879,660 ) Other income 6,056 - 636 - - 961 7,653 Loss before income tax (101,400 ) (2,575 ) (1,009,825 ) (64,029 ) (653 ) (2,388,190 ) (3,516,672 ) Income tax - - - - - - - Net loss $ (101,400 ) $ (2,575 ) $ (1,009,825 ) $ (64,029 ) $ (653 ) $ (2,388,190 ) $ (3,516,672 ) Total assets at December 31, 2022 $ 29,169 $ 315,929 $ 1,685,244 $ 1,253,068 $ 30,202,975 $ 6,148,975 $ 39,635,360 Six Months ended December 31, 2021 Gold mineral mining Distribution of THC-free cannabinoid (CBD) products Production and distribution of renewable commodities Holding property Corporate unallocated Consolidated Revenue $ - $ - $ - $ - $ - $ - Cost of revenue - - - - - Gross profit - - - - - - Selling, general & administrative expenses (107,376 ) (1,755 ) (17,640 ) (102,742 ) (493,588 ) (723,101 ) Loss from operations (107,376 ) (1,755 ) (17,640 ) (102,742 ) (493,588 ) (723,101 ) Interest expenses - - - - (954,934 ) (954,934 ) Other income 12,115 - - - - 12,115 Loss before income tax (95,261 ) (1,755 ) (17,640 ) (102,742 ) (1,448,522 ) (1,665,920 ) Income tax - - - - - - Net loss $ (95,261 ) $ (1,755 ) $ (17,640 ) $ (102,742 ) $ (1,448,522 ) $ (1,665,920 ) Total assets as December 31, 2021 $ 66,732 $ 150,975 $ - $ 465,267 32,882,177 $ 33,565,151 |
Schedule of financial information, geographic segment | Three Months ended December 31, Six Months ended December 31, 2022 2021 2022 2021 Malaysia $ 10,621 $ - $ 22,233 $ - United States 70,519 - 85,219 - $ 81,140 $ - $ 107,452 $ - |
OTHER RECEIVABLE AND DEPOSITS (
OTHER RECEIVABLE AND DEPOSITS (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
OTHER RECEIVABLE AND DEPOSITS | |
SCHEDULE OF OTHER RECEIVABLE AND DEPOSITS | December 31, 2022 June 30, 2022 Deposits $ 201,466 $ 118,516 Other receivables 8,946 - $ 210,414 $ 118,516 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT | |
Schedule of property and equipment | December 31, 2022 June 30, 2022 Land and building $ 2,151,709 $ 1,642,102 Plant and machinery 491,536 134,198 Office equipment 24,097 23,353 Project equipment 616,169 615,420 Computer 15,943 14,846 Motor vehicle 741,735 225,861 Furniture & fittings 10,320 2,527 4,051,509 2,658,307 Less: accumulated depreciation (1,685,812 ) (1,609,414 ) $ 2,365,697 $ 1,048,893 |
Deposits Paid (Tables)
Deposits Paid (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
DEPOSITS PAID | |
Schedule of deposit paid | December 31, 2022 June 30, 2022 Deposits paid for acquisition of subsidiaries - Bio Resources Limited (#1) $ - $ 25,935,550 Deposits paid for acquisition of property, plant and equipment (#2) 5,000,000 5,000,000 Security deposit - Factory site (#3) 80,000 80,000 - Land and building (#4) $ - $ 240,000 $ 80,000 $ 320,000 |
MINING RIGHT (Table)
MINING RIGHT (Table) | 6 Months Ended |
Dec. 31, 2022 | |
MINING RIGHT | |
Summary of operating lease related assets and liabilities recorded on the balance sheets | Six months ended December 31, 2022 Year Ended June 30, 2022 Balance as at July 1, 2022 and July 1, 2021 $ 27,088 $ 60,131 Amortization charge for the period (14,394 ) (30,779 ) Foreign exchange adjustment (366 ) (2,264 ) Balance as of December 31, 2022 and June 30, 2022 $ 12,328 $ 27,088 |
AMOUNTS DUE TO RELATED PARTIES
AMOUNTS DUE TO RELATED PARTIES (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
AMOUNTS DUE TO RELATED PARTIES | |
Schedule of breakdown of the balances due to related parties | December 31, 2022 June 30, 2022 Borneo Oil and Gas Corporation Sdn Bhd (“BOG”) $ 718,168 $ 555,527 Borneo Energy Sdn Bhd 15,696 - Taipan International Limited 119,153 - Mr. Jack Wong 40,028 893,045 555,527 |
PROMISSORY NOTES (Tables)
PROMISSORY NOTES (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
PROMISSORY NOTES | |
Schedule of fair value of the outstanding promissory notes | Risk free rate 0.268 % Credit spread 6.513 % Liquidity risk premium 5.000 % |
Schedule of beginning and ending balances of notes payable | December 31, June 30, 2022 2022 Balance at the beginning of period or year $ 18,484,028 $ 16,535,942 Interest expense 1,870,972 1,948,086 Converted to Company’s restricted common Stock (20,355,000 ) - Balance at the end of period or year $ - $ 18,484,028 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
LEASES | |
Schedule of lease-related assets and liabilities | December 31, 2022 June 30, 2022 Assets Right-of-use asset (#1) $ 634,286 $ 685,714 Right-of-use asset (#2) 59,310 - 693,596 685,714 Liabilities Current: Operating lease liabilities $ 18,975 $ - Finance lease liabilities $ 169,496 $ 75,224 Non-current: Operating lease liabilities $ 40,335 $ - Finance lease liabilities 686,883 97,900 Total lease liabilities $ 915,689 $ 173,124 |
Schedule of right-of-use assets | Six Months ended December 31, 2022 2021 Finance lease cost: Interest on lease liabilities (per ASC 842) $ 8,688 $ - Operating lease cost: Operating lease expense (per ASC 842) 65,867 10,818 Total lease expense $ 74,555 $ 10,818 |
Schedule of Future Contractual Lease Payments | Years ending December 31, Operating and finance lease amount 2023 $ 188,471 2024 146,789 2025 150,206 2026 141,282 2027 124,164 Thereafter 164,777 Total minimum finance lease liabilities installment payment $ 915,689 Representing:- Current liabilities $ 188,471 Non-current liabilities 727,218 $ 915,689 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
INCOME TAX | |
Schedule of income (loss) before income taxes | Six Months ended December 31, 2022 2021 Tax jurisdiction from: - Local (US regime) $ (3,023,344 ) $ (1,553,019 ) - Foreign, including British Virgin Island (141,258 ) - Malaysia (351,417 ) (112,901 ) Labuan, Malaysia (653 ) - Loss before income taxes $ (3,516,672 ) $ (1,665,920 ) |
Schedule of provision for income taxes | Six Months ended December 31, 2022 2021 Current tax: - Local $ - $ - - Foreign - - Deferred tax - Local - - - Foreign - - Income tax expense (benefit) $ - $ - |
Schedule of effective tax rate | Six Months ended December 31, 2022 2021 Loss before income taxes $ (351,417 ) $ (112,901 ) Statutory income tax rate 24 % 24 % Income tax expense at statutory rate (84,340 ) (27,096 ) Non-deductible items 6,178 3,781 Operating losses unable to carried forward 157 Net operating loss 78,005 23,315 Income tax expense $ - $ - |
Schedule of significant components of the deferred tax assets | December 31, 2022 June 30, 2022 Deferred tax assets: Net operating loss carryforwards, from US tax regime $ 895,584 $ 169,688 Malaysia tax regime 1,339,169 1,259,662 Less: valuation allowance (2,234,753 ) (1,429,350 ) Deferred tax assets, net $ - $ - |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
Schedule of Related party transactions | Six Months ended December 31, 2022 2021 Related party transactions: Sales to: Borneo Eco Food Sdn Bhd (#2) $ 12,181 $ - Rental income: Mr. Jack Wong (#5) $ 19,121 $ - Other income – Sales of wash sand to: Jusra Mining Merapoh Sdn Bhd (#1) $ - $ 12,115 Site expenses: Warisan Khidmat Sdn Bhd (#3) $ 7,963 $ - Professional services provided by: Warisan Khidmat Sdn Bhd (#3) $ 9,283 $ - |
Schedule of Related party balances | Related party balances: As of December 31, 2022 June 30, 2022 Trade receivables Borneo Eco Food Sdn Bhd (#2) $ 7,824 $ 5,933 Deposits paid for acquisition of property, plant and equipment Borneo Energy Sdn Bhd (#2) $ - $ 5,000,000 Trade Payables Warisan Khidmat Sdn Bhd (#3) $ 1,590 $ 7,253 Advanced from related parties Advanced from BOG (#4) $ 718,168 $ 555,527 Advanced from Borneo Energy Sdn Bhd (#2) $ 15,696 $ - Taipan International Limited (#6) $ 119,153 $ - Mr. Jack Wong (#5) $ 40,028 $ - Advanced to related party Vetrolysis Limited (#7) $ 100 $ - Advanced from Director Mr. Carl M. Craven $ 22,737 $ - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of commitment to issue restricted common shares | Number of shares to be issued EMGTA LLC 375,000 YM Tengku Chanela Jamidah YAM Tengku Ibrahim 500,000 Steven Sorhus 500,000 1,375,000 |
ORGANIZATION AND BUSINESS BAC_3
ORGANIZATION AND BUSINESS BACKGROUND (Details) | 6 Months Ended |
Dec. 31, 2022 | |
Verde Resources [Member] | |
Place of incorporation | Malaysia |
Principal activities and place of operation | Provision of consultation service and distribution of renewable agricultural commodities |
Effective interest held | 100% |
Verde Renewables, Inc. [Member] | |
Place of incorporation | State of Missouri, U.S.A. |
Principal activities and place of operation | Management of a processing and packaging facility |
Effective interest held | 100% |
Verde Life Inc. [Member] | |
Place of incorporation | State of Oregon, U.S.A. |
Principal activities and place of operation | Distribution of THC-free cannabinoid (CBD) products |
Effective interest held | 100% |
Champark Sdn Bhd [Member] | |
Place of incorporation | Malaysia |
Principal activities and place of operation | Mining of minerals |
Effective interest held | 100% |
The Wision Project Sdn Bhd [Member] | |
Place of incorporation | Malaysia |
Principal activities and place of operation | Digital innovation, marketing & consulting service, PR, branding, influencer marketing, event management and media relations services |
Effective interest held | 100% |
Verde Estates LLC [Member] | |
Place of incorporation | State of Missouri, U.S.A. |
Principal activities and place of operation | Holding real property |
Effective interest held | 100% |
Bio Resources Limited [Member] | |
Place of incorporation | Labuan, Malaysia |
Principal activities and place of operation | Provision of proprietary pyrolysis technology and investment holding |
Effective interest held | 100% |
Verde Resources Asia Pacific Limited [Member] | |
Place of incorporation | British Virgin Islands |
Principal activities and place of operation | Investment holding |
Effective interest held | 100% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 6 Months Ended |
Dec. 31, 2022 | |
Vehicles [Member] | |
Estimated useful lives | 5 years |
Land and Building [Member] | Lower [Member] | |
Estimated useful lives | 3 years |
Land and Building [Member] | Upper [Member] | |
Estimated useful lives | 27 years 6 months |
Plant And Machinery [Member] | Lower [Member] | |
Estimated useful lives | 5 years |
Plant And Machinery [Member] | Upper [Member] | |
Estimated useful lives | 7 years |
Office Equipment [Member] | |
Estimated useful lives | 3 years |
Project Equipment [Member] | |
Estimated useful lives | 5 years |
Computer [Member] | |
Estimated useful lives | 5 years |
Furniture & fttings [Member] | |
Estimated useful lives | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | Dec. 31, 2022 | Dec. 30, 2021 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Foreign Currency Exchange Rate | 0.22715 | 0.24004 |
Annualized average Foreign Currency Exchange Rate | 0.22102 | 0.23931 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Credit term | 60 years | |
Cash and cash equivalents | $ 363,560 | $ 418,917 |
GOING CONCERN UNCERTAINTIES (De
GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
GOING CONCERN UNCERTAINTIES | ||
Accumulated deficit | $ (9,810,142) | $ (10,357,920) |
BUSINESS SEGMENT INFORMATION (D
BUSINESS SEGMENT INFORMATION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | $ 81,140 | $ 0 | $ 107,452 | $ 0 | ||
Gross profit | (2,160,266) | $ (1,356,406) | (843,248) | $ (822,672) | (3,516,672) | (1,665,920) |
Loss from operations | (812,596) | (359,105) | (1,644,665) | 723,101 | ||
Interest expense | (1,349,548) | (484,168) | (1,879,660) | (954,934) | ||
Other income | 1,878 | 25 | 7,653 | 12,115 | ||
Income tax | 0 | 0 | 0 | 0 | ||
NET LOSS | (2,160,266) | (843,248) | (3,516,672) | (1,665,920) | ||
Total assets | 39,635,360 | 39,635,360 | ||||
Gold Mineral Mining [Member] | ||||||
Revenue | 0 | 0 | 0 | 0 | ||
Cost of revenue | 0 | 0 | 0 | 0 | ||
Gross profit | 0 | 0 | 0 | 0 | ||
Selling general administrative expenses | (60,396) | (66,093) | (107,456) | (107,376) | ||
Loss from operations | (60,396) | (66,093) | (107,456) | (107,376) | ||
Interest expense | 0 | 0 | 0 | 0 | ||
Other income | 281 | 25 | 6,056 | 12,115 | ||
Loss before income tax | (60,115) | (66,068) | (101,400) | (95,261) | ||
Income tax | 0 | 0 | 0 | 0 | ||
NET LOSS | (60,115) | (66,068) | (101,400) | (95,261) | ||
Total assets | 29,169 | 66,732 | 29,169 | 66,732 | ||
Distribution of THC-free cannabinoid (CBD) products [Member] | ||||||
Revenue | 0 | 0 | 0 | 0 | ||
Cost of revenue | 0 | 0 | 0 | 0 | ||
Gross profit | 0 | 0 | 0 | 0 | ||
Selling general administrative expenses | (2,550) | (1,755) | (2,575) | (1,755) | ||
Loss from operations | (2,550) | (1,755) | (2,575) | (1,755) | ||
Interest expense | 0 | 0 | 0 | 0 | ||
Other income | 0 | 0 | 0 | 0 | ||
Loss before income tax | (2,550) | (1,755) | (2,575) | (1,755) | ||
Income tax | 0 | 0 | 0 | 0 | ||
NET LOSS | (2,550) | (1,755) | (2,575) | (1,755) | ||
Total assets | 315,929 | 150,975 | 315,929 | 150,975 | ||
Production and Distribution of Renewable Commodities [Member] | ||||||
Revenue | 55,921 | 0 | 79,265 | 0 | ||
Cost of revenue | 31,202 | 0 | 78,629 | 0 | ||
Gross profit | 24,719 | 0 | 636 | 0 | ||
Selling general administrative expenses | (503,630) | (17,640) | (1,002,409) | (17,640) | ||
Loss from operations | (478,911) | (17,640) | (1,001,773) | (17,640) | ||
Interest expense | (4,803) | 0 | (8,688) | 0 | ||
Other income | 636 | 0 | 636 | 0 | ||
Loss before income tax | (483,078) | (17,640) | (1,009,825) | (17,640) | ||
Income tax | 0 | 0 | 0 | 0 | ||
NET LOSS | (483,078) | (17,640) | (1,009,825) | (17,640) | ||
Total assets | 1,685,244 | 0 | 1,685,244 | 0 | ||
Holding Property [Member] | ||||||
Revenue | 21,171 | 0 | 23,221 | 0 | ||
Cost of revenue | 0 | 0 | 0 | 0 | ||
Gross profit | 21,171 | 0 | 23,221 | 0 | ||
Selling general administrative expenses | (63,797) | (92,254) | (87,250) | (102,742) | ||
Loss from operations | (42,626) | (92,254) | (64,029) | (102,742) | ||
Interest expense | 0 | 0 | 0 | 0 | ||
Other income | 0 | 0 | 0 | 0 | ||
Loss before income tax | (42,626) | (92,254) | (64,029) | (102,742) | ||
Income tax | 0 | 0 | 0 | 0 | ||
NET LOSS | (42,626) | (92,254) | (64,029) | (102,742) | ||
Total assets | 1,253,068 | 465,267 | 1,253,068 | 465,267 | ||
Corporate Unallocated [Member] | ||||||
Revenue | 4,048 | 0 | 4,966 | 0 | ||
Cost of revenue | 454 | 0 | 966 | 0 | ||
Gross profit | 3,594 | 0 | 4,000 | 0 | ||
Selling general administrative expenses | (231,054) | (181,363) | (472,179) | (493,588) | ||
Loss from operations | (227,460) | (181,363) | (468,179) | (493,588) | ||
Interest expense | (1,344,745) | (484,168) | (1,870,972) | (954,934) | ||
Other income | 0 | 0 | 0 | 0 | ||
Loss before income tax | (1,571,244) | (665,531) | (2,388,190) | (1,448,522) | ||
Income tax | 0 | 0 | 0 | 0 | ||
NET LOSS | (1,571,244) | (665,531) | (2,388,190) | (1,448,522) | ||
Total assets | 5,920,975 | 32,886,177 | 5,920,975 | 32,886,177 | ||
Consolidated [Member] | ||||||
Revenue | 81,140 | 0 | 107,452 | 0 | ||
Cost of revenue | 31,656 | 0 | 79,595 | 0 | ||
Gross profit | 49,484 | 0 | 27,857 | 0 | ||
Selling general administrative expenses | (862,080) | (359,105) | (1,672,522) | (723,101) | ||
Loss from operations | (812,596) | (359,105) | (1,644,665) | (723,101) | ||
Interest expense | (1,349,548) | (484,168) | (1,879,660) | (954,934) | ||
Other income | 1,878 | 25 | 7,653 | 12,115 | ||
Loss before income tax | (2,160,266) | (843,248) | (3,516,672) | (1,665,920) | ||
Income tax | 0 | 0 | 0 | 0 | ||
NET LOSS | (2,160,266) | (843,248) | (3,516,672) | (1,665,920) | ||
Total assets | 39,407,360 | $ 33,565,151 | 39,407,360 | $ 33,565,151 | ||
Licensor Proprietary Pyrolysis Technology Member | ||||||
Revenue | 0 | 0 | ||||
Cost of revenue | 0 | 0 | ||||
Gross profit | 0 | 0 | ||||
Selling general administrative expenses | (653) | (653) | ||||
Loss from operations | (653) | (653) | ||||
Interest expense | 0 | 0 | ||||
Other income | 0 | 961 | ||||
Loss before income tax | (653) | (653) | ||||
Income tax | 0 | 0 | ||||
NET LOSS | (653) | (653) | ||||
Total assets | $ 30,202,975 | $ 30,202,975 |
BUSINESS SEGMENT INFORMATION _2
BUSINESS SEGMENT INFORMATION (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | $ 81,140 | $ 0 | $ 107,452 | $ 0 |
Operating Segment [Member] | United States America [Member] | ||||
Revenue | 70,519 | 0 | 85,219 | 0 |
Operating Segment [Member] | Malaysia [Member] | ||||
Revenue | $ 10,621 | $ 0 | $ 22,233 | $ 0 |
OTHER RECEIVABLE AND DEPOSITS_2
OTHER RECEIVABLE AND DEPOSITS (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
OTHER RECEIVABLE AND DEPOSITS | ||
Deposits | $ 201,466 | $ 118,516 |
Prepayments | 367,869 | 722 |
Other receivables | 8,946 | 0 |
Other receivables,deposit and prepayment | $ 210,414 | $ 118,516 |
INTANGIBLE ASSET (Details Narra
INTANGIBLE ASSET (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
May 12, 2021 | Jan. 20, 2022 | Dec. 31, 2022 | |
Amount of issuance promissory notes | $ 20,355,000 | ||
Convert principal loan amount into shares of the restricted common stock | $ 20,355,000 | ||
Stock price per share | $ 0.0611 | ||
Fair value of certification and issuance of Carbon | $ 30,192,771 | ||
Share Sale Agreement [Member] | The Wision Project Limited [Member] | |||
Amount of issuance promissory notes | $ 20,355,000 | ||
Shares issued price under acquisition | $ 0.03 | ||
Amount of shares issued under acquisition | $ 9,645,000 | ||
Number of shares issued under acquisition | 321,500,000 | ||
Due date | May 12, 2023 | ||
Issuance shares of restricted common stock | 321,500,000 |
PROPERTY PLANT AND EQUIPMENT (D
PROPERTY PLANT AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Less: accumulated depreciation | $ (1,685,812) | $ (1,609,414) |
Property, plant and equipment, net | 2,365,697 | 1,048,893 |
Property, plant and equipment, gross | 4,051,509 | 2,658,307 |
Office Equipment [Member] | ||
Property, plant and equipment, gross | 24,097 | 23,353 |
Project Equipment [Member] | ||
Property, plant and equipment, gross | 616,169 | 615,420 |
Computer [Member] | ||
Property, plant and equipment, gross | 15,943 | 14,846 |
Land and Building [Member] | ||
Property, plant and equipment, gross | 2,151,709 | 1,642,102 |
Plant And Machinery [Member] | ||
Property, plant and equipment, gross | 491,536 | 134,198 |
Motor Vehicle [Member] | ||
Property, plant and equipment, gross | 741,735 | 225,861 |
Furniture & fittings [Member] | ||
Property, plant and equipment, gross | $ 10,320 | $ 2,527 |
PROPERTY PLANT AND EQUIPMENT _2
PROPERTY PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
PROPERTY AND EQUIPMENT | |||||
Land and Building | $ 735,063 | $ 735,063 | $ 746,145 | ||
Depreciation expenses | $ 51,955 | $ 4,134 | $ 79,907 | $ 5,220 |
DEPOSITS PAID (Details)
DEPOSITS PAID (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Security deposit | $ 80,000 | $ 320,000 |
Intellectual property license [Member] | ||
Deposits paid for acquisition of property and equipment | 5,000,000 | 5,000,000 |
Factory site [Member] | ||
Other deposits | 80,000 | 80,000 |
Bio Resources [Member] | ||
Deposits paid for acquisition of subsidiaries | 0 | 25,935,550 |
Land and Building [Member] | ||
Other deposits | $ 0 | $ 240,000 |
DEPOSITS PAID (Details Narrativ
DEPOSITS PAID (Details Narrative) - USD ($) | Mar. 02, 2022 | Feb. 10, 2022 | May 12, 2021 | May 10, 2021 | Dec. 31, 2022 | Jul. 01, 2021 |
Amount of issuance promissory notes | $ 20,355,000 | |||||
Shares issued | 135,666,667 | 1,375,000 | 31,000,000 | |||
Lease Agreements [Member] | ||||||
Lease Terms | 7 years | 2 years | ||||
Landlord consideration | $ 720,000 | $ 490,000 | ||||
Security deposit | 80,000 | 240,000 | ||||
Rent payable | $ 8,571 | $ 10,000 | ||||
Bio Resources Limited [Member] | Sale and Purchase Agreement [Member] | ||||||
Amount of issuance promissory notes | $ 20,355,000 | |||||
Number of shares issued under acquisition | 321,500,000 | |||||
Restricted shares of common stock | $ 321,500,000 | |||||
Amount of shares issued under acquisition | $ 9,645,000 | |||||
Shares issued price under acquisition | $ 0.03 | |||||
Promissory note priced | $ 16,290,550 | |||||
Biofraction plant [Member] | Sale and Purchase Agreement [Member] | ||||||
Number of shares issued under acquisition | 166,666,667 | |||||
Amount of shares issued under acquisition | $ 5,000,000 | |||||
Shares issued price under acquisition | $ 0.03 |
MINING RIGHT (Details)
MINING RIGHT (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Jun. 30, 2022 | |
MINING RIGHT | ||
Balance as at July 1, 2022 and July 1, 2021 | $ 27,088 | $ 60,131 |
Amortization charge for the year | (14,394) | (30,779) |
Foreign exchange adjustment | (366) | (2,264) |
Balance as of December 31, 2022 and June 30, 2022 | $ 12,328 | $ 27,088 |
MINING RIGHT (Details Narrative
MINING RIGHT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 14, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
MINING RIGHT | |||||
Lump sum payments for rent | $ 62,260 | ||||
Terms of mining leases | mining right over a period of 2 years up to June 13, 2023 | ||||
Amortization charge of rights of use lease assets | $ 7,188 | $ 7,809 | $ 14,394 | $ 15,585 | |
Lease term | 2 | ||||
Description of lease payments | The mining right is amortized on a straight-line basis over the term of the right |
AMOUNTS DUE TO RELATED PARTIE_2
AMOUNTS DUE TO RELATED PARTIES (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Advanced from related parties | $ 893,045 | $ 555,527 |
Borneo Oil and Gas Corporation Sdn Bhd [Member] | ||
Advanced from related parties | 718,168 | 555,527 |
Borneo Energy Sdn Bhd [Member] | ||
Advanced from related parties | 15,696 | 0 |
Taipan International Limited [Member] | ||
Advanced from related parties | 119,153 | $ 0 |
Mr. Jack Wong [Member] | ||
Advanced from related parties | $ 40,028 |
AMOUNTS DUE TO RELATED PARTIE_3
AMOUNTS DUE TO RELATED PARTIES (Details Narrative) | Dec. 31, 2022 | Jun. 30, 2022 |
Taipan International Limited [Member] | ||
Holding share percentage | 33.50% | |
Borneo Oil Berhad [Member] | ||
Holding share percentage | 16.10% | 22.80% |
PROMISSORY NOTES (Details)
PROMISSORY NOTES (Details) | 6 Months Ended |
Dec. 31, 2022 | |
PROMISSORY NOTES | |
Risk free interest | 0.268 |
Credit spread | 6.513 |
Liquidity risk premium | 5.000 |
PROMISSORY NOTES (Details 1)
PROMISSORY NOTES (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Jun. 30, 2022 | |
PROMISSORY NOTES | ||
Balance at the beginning of year | $ 18,484,028 | $ 16,535,942 |
Interest expenses | 1,870,972 | 1,948,086 |
Converted to Company's restricted common Stock | (20,355,000) | 0 |
Balance at the end of year | $ 0 | $ 18,484,028 |
PROMISSORY NOTES (Details Narra
PROMISSORY NOTES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Jan. 20, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 09, 2022 | Nov. 07, 2022 | Sep. 30, 2022 | Jul. 15, 2022 | Jun. 30, 2022 | May 12, 2021 | |
Convert principal loan amount into shares of the restricted common stock | $ 20,355,000 | ||||||||||
Stock price per share | $ 0.0611 | ||||||||||
Face value principal amount | $ 20,355,000 | ||||||||||
Interest expenses | $ 1,344,745 | $ 484,168 | $ 1,879,660 | $ 954,934 | |||||||
Common stock shares issued, shares | 1,173,576,654 | 1,173,576,654 | 819,188,055 | ||||||||
Common stock shares issued, amount | $ 1,173,576 | $ 1,173,576 | $ 819,188 | ||||||||
May 12, 2021 [Member] | Promissory Note [Member] | |||||||||||
Common stock shares issued, shares | 321,500,000 | 321,500,000 | |||||||||
Promissory notes issued, amount | $ 20,355,000 | $ 20,355,000 | |||||||||
Restricted Stock [Member] | |||||||||||
Common stock shares issued, shares | 1,500,000 | 603,181 | 15,328,029 | 1,500,000 | 321,500,000 | ||||||
Common stock per share | $ 0.03 | ||||||||||
Common stock shares issued, amount | $ 53,080 | $ 9,645,000 | |||||||||
Bio Resources Limited [Member] | |||||||||||
Issuance shares of restricted common stock | 333,142,389 |
LEASES (Details)
LEASES (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Assets | ||
Right-of-use asset | $ 634,286 | $ 685,714 |
Right-of-use asset | 59,310 | 0 |
Assets | 693,596 | 685,714 |
Liabilities Current | ||
Operating lease liabilities | 18,975 | 0 |
Finance lease liabilities current | 169,496 | 75,224 |
Liabilities non current | ||
Operating lease liabilities | 40,335 | 0 |
Finance lease liabilities | 686,883 | 97,900 |
Total lease liabilities | $ 915,689 | $ 173,124 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finance lease cost | ||
Interest on lease liabilities | $ 8,688 | $ 0 |
Operating lease cost | ||
Operating lease expense | 65,867 | 10,818 |
Total lease expense | $ 74,555,000,000 | $ 10,818 |
LEASES (Details 2)
LEASES (Details 2) | Dec. 31, 2022 USD ($) |
Operating And Finance Lease Maturities | |
2023 | $ 188,471 |
2024 | 146,789 |
2025 | 150,206 |
2026 | 141,282 |
2027 | 124,164 |
Thereafter | 164,777 |
Total minimum finance lease liabilities installment payment | 915,689 |
Current liabilities | 188,471 |
Non-current liabilities | 727,218 |
Finance Lease Liability | $ 915,689 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Weighted average remaining life of the lease | 3 years | ||||
Right Of Use Asset | $ 693,596 | $ 693,596 | $ 685,714 | ||
Weighted average incremental borrowing rate | 5% | ||||
Lease liabilities | 915,689 | $ 915,689 | $ 173,124 | ||
Amortization charge | $ 25,714 | $ 0 | 57,028 | $ 0 | |
Lease | $ 720,000 | ||||
Lease term | 7 years | ||||
Vehicles [Member] | |||||
Lease | $ 84,718 | ||||
Lease term | 3 years |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 09, 2022 | Nov. 07, 2022 | Jul. 15, 2022 | Jun. 30, 2022 | May 12, 2021 | |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | |||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||
Common stock shares issued | 1,173,576,654 | 819,188,055 | |||||||
Stock based compensation | $ 95,094 | $ 96,128 | $ 232,500 | ||||||
Common stock, shares outstanding | 1,173,576,654 | 819,188,055 | |||||||
Common stock | $ 1,173,576 | $ 819,188 | |||||||
Non-US shareholder [Member] | |||||||||
Common stock, par value (in dollars per share) | $ 0.088 | ||||||||
Common stock shares issued | 15,036,362 | ||||||||
Common stock | $ 1,323,200 | ||||||||
Private Placement [Member] | |||||||||
Common stock, par value (in dollars per share) | $ 0.072 | ||||||||
Common stock shares issued | 291,667 | ||||||||
Common stock | $ 21,000 | ||||||||
Restricted Stock [Member] | |||||||||
Common stock, par value (in dollars per share) | $ 12 | $ 88 | $ 0.155 | ||||||
Common stock shares issued | 15,328,029 | 1,500,000 | 603,181 | 1,500,000 | 321,500,000 | ||||
Common stock | $ 53,080 | $ 9,645,000 | |||||||
Restricted Stock [Member] | Gary F. Zimmer [Member] | |||||||||
Common stock shares issued | 500,000 | ||||||||
Restricted Stock [Member] | Lisa Leilani Zimmer [Member] | |||||||||
Common stock shares issued | 1,000,000 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loss before income taxes | $ (3,516,672) | $ (1,665,920) |
Foreign, including British Virgin IslandMember | ||
Loss before income taxes | (141,258) | 0 |
Local (US regime) Member | ||
Loss before income taxes | (3,023,344) | (1,553,019) |
Malaysia [Member] | ||
Loss before income taxes | (351,417) | (112,901) |
Labuan, Malaysia [Member] | ||
Loss before income taxes | $ (653) | $ 0 |
INCOME TAX (Details 1)
INCOME TAX (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current tax | ||||
Local | $ 0 | $ 0 | ||
Foreign | 0 | 0 | ||
Deferred tax | ||||
Local | 0 | 0 | ||
Foreign | 0 | 0 | ||
Income tax expense benefit | $ 0 | $ 0 | $ 0 | $ 0 |
INCOME TAX (Details 2)
INCOME TAX (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAX | ||||
Loss before income taxes | $ (351,417) | $ (112,901) | ||
Statutory income tax rate | 24% | 24% | ||
Income tax expense at statutory rate | $ (84,340) | $ (27,096) | ||
Non-deductible items | 6,178 | 3,781 | ||
Operating losses unable to carried forward | 157 | 0 | ||
Net operating loss | 78,005 | 23,315 | ||
Income tax expense benefit | $ 0 | $ 0 | $ 0 | $ 0 |
INCOME TAX (Details 3)
INCOME TAX (Details 3) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
INCOME TAX | ||
US tax regime | $ 895,584 | $ 169,688 |
Malaysia tax regime | 1,339,169 | 1,259,662 |
Less: valuation allowance | (2,234,753) | (1,429,350) |
Deferred tax assets, net | $ 0 | $ 0 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Valuation allowance - Malaysia Rate | 24% | ||
U.S. corporate income tax rate | 35% | 21% | |
Deferred tax assets | $ 895,584 | ||
Paid-up capital | 45,218,582 | $ 22,945,190 | |
United States of America [Member] | |||
Net operating loss carryforwards | 4,264,686 | ||
Malaysia [Member] | |||
Deferred tax assets | 1,339,169 | ||
Net operating loss carryforwards | $ 5,579,869 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Sales to : | ||
Borneo Eco Food Sdn Bhd | $ 12,181 | $ 0 |
Site expenses [Member] | ||
Warisan Khidmat Sdn Bhd | 7,963 | 0 |
Professional services provided by [Member] | ||
Warisan Khidmat Sdn Bhd | 9,283 | 0 |
Other income - Sales of wash sand to: | ||
Jusra Mining Merapoh Sdn Bhd (#1) | 0 | 12,115 |
Rental income : | ||
Mr. Jack Wong | $ 19,121 | $ 0 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details 1) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Trade Receivables [Member] | ||
Borneo Eco Food Sdn Bhd (#3) | $ 7,824 | $ 5,933 |
Trade Payables [Member] | ||
Warisan Khidmat Sdn Bhd (#5) | 1,590 | 7,253 |
Advanced From Related Parties [Member] | ||
Advanced from BOG (#6) | 718,168 | 555,527 |
Advanced from Borneo Energy Sdn Bhd | 15,696 | 0 |
Taipan International Limited | 119,153 | 0 |
Mr. Jack Wong | 40,028 | 0 |
Advanced to related parties [Member] | ||
Vetrolysis Limited | 100 | 0 |
Deposits paid for acquisition of property, plant and equipment [Member] | ||
Borneo Energy Sdn Bhd (#3) | $ 0 | $ 5,000,000 |
RELATED PARTY TRANSACTIONS (D_3
RELATED PARTY TRANSACTIONS (Details Narrative) | 1 Months Ended | 6 Months Ended |
Oct. 20, 2021 | Dec. 31, 2022 | |
Borneo Oil Berhad [Member] | ||
Description of equity held | Borneo Eco Food Sdn. Bhd. and Borneo Energy Sdn Bhd, and held 16.1% and 22.8% of the Company’s issued and outstanding common stock as of December 31, 2022 and June 30, 2022, respectively. | |
Lamax Gold Limited [Member] | ||
Equity interests | 15% | |
Borneo Oil and Gas Corporation Sdn Bhd ("BOG") [Member] | ||
Description of equity held | Borneo Oil and Gas Corporation Sdn Bhd (“BOG”) is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) (holding 16.1% and 22.8% of the Company’s issued and outstanding common stock as of December 31, 2022 and June 30, 2022, respectively). | |
Taipan International Limited [Member] | ||
Description of equity held | Taipan International Limited is one of the shareholders of the Company, and held 33.5% of the Company’s issued and outstanding common stock as of December 31, 2022 |
CONCENTRATIONS OF RISK (Details
CONCENTRATIONS OF RISK (Details narrative) | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Major Customers [Member] | ||
No single customer whose revenue exceeded | 10% | 10% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - shares | Dec. 31, 2022 | Jul. 01, 2021 | May 10, 2021 |
Number Of shares to be issued | 1,375,000 | 31,000,000 | 135,666,667 |
Restricted Stock [Member] | EMGTA LLC [Member] | |||
Number Of shares to be issued | 375,000 | ||
Restricted Stock [Member] | YM Tengku Chanela Jamidah YAM Tengku Ibrahim [Member] | |||
Number Of shares to be issued | 500,000 | ||
Restricted Stock [Member] | Steven Sorhus [Member] | |||
Number Of shares to be issued | 500,000 |