Document and Entity Information
Document and Entity Information | 3 Months Ended |
Sep. 30, 2018 | |
Document And Entity Information | |
Entity Registrant Name | NAMI Corp. |
Entity Central Index Key | 1,567,388 |
Document Type | S1 |
Document Period End Date | Sep. 30, 2018 |
Amendment Flag | true |
Amendment Description | <font style="font: 10pt Times New Roman, Times, Serif">Nami Corp. (the “Company”) filed a Registration Statement on Form S-1 with the Securities and Exchange Commission on November 13, 2018. The Company is filing this Amendment to update management’s discussion and analysis of financial condition and results of operations and financial statements of SBS Mining Corp. Malaysia Sdn. Bhd. (hereinafter referred to as “SBS”) as of September 30, 2018 and to file the Report of Independent Registered Public Accounting Firm for the audited financials of SBS as of June 30, 2018 and 2017, which were inadvertently omitted.</font></p>" id="sjs-B9"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">Nami Corp. (the “Company”) filed a Registration Statement on Form S-1 with the Securities and Exchange Commission on November 13, 2018. The Company is filing this Amendment to update management’s discussion and analysis of financial condition and results of operations and financial statements of SBS Mining Corp. Malaysia Sdn. Bhd. (hereinafter referred to as “SBS”) as of September 30, 2018 and to file the Report of Independent Registered Public Accounting Firm for the audited financials of SBS as of June 30, 2018 and 2017, which were inadvertently omitted.</font></p> |
Current Fiscal Year End Date | --06-30 |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Year Focus | 2,019 |
Entity Emerging Growth Company | true |
Entity Small Business | true |
Entity Ex Transition Period | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Current Assets | |||
Cash and cash equivalents | $ 39,248 | $ 19,072 | $ 9,852 |
Prepayment | 27,140 | 435 | |
Other receivables and deposits | 12,347 | 3,333 | 56,883 |
Deposit on mineral property | 186,372 | ||
Total Current Assets | 78,735 | 22,840 | 253,107 |
Non-Current Assets | |||
Concession acquisition costs | 230,634 | 236,749 | |
Property and equipment, net | 29,881 | 19,725 | 55,714 |
TOTAL ASSETS | 339,250 | 279,314 | 308,821 |
Current Liabilities | |||
Accounts payable | 113,293 | ||
Other payables and accruals | 53,583 | 114,726 | 15,171 |
Deferred rent | 8,079 | ||
Amount due to related parties | 2,544,991 | 1,996,164 | 1,743,719 |
Stock payable | 59,530 | ||
Total Current Liabilities | 2,711,867 | 2,170,420 | |
TOTAL LIABILITIES | 2,711,867 | 2,170,420 | 1,766,969 |
Commitments and contingencies | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Capital stock - Authorized 5,000,000,000 shares of common stock, $0.001 par value, 1,426,927,36 and 720,802,346 shares issued and outstanding | 1,426,927 | 183,652 | 183,652 |
Additional paid-in capital | 33,064 | 286,884 | 162,986 |
Accumulated deficit | (3,966,257) | (2,379,433) | (1,919,729) |
Accumulated other comprehensive income | 65,241 | 17,791 | 114,943 |
Total Stockholder’s Deficit | (2,372,617) | (1,891,106) | (1,458,148) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 339,250 | 279,314 | $ 308,821 |
Series A Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Prefered stock value | $ 68,408 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Common stock, Par value | $ 0.001 | $ 0.001 | $ 0.31 |
Common stock, Authorized | 5,000,000,000 | 5,000,000,000 | 600,000 |
Common stock, Issued | 142,692,736 | 720,802,346 | 600,000 |
Common stock, Outstanding | 142,692,736 | 720,802,346 | 600,000 |
Series A Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Preferred stock, Par value | $ 0.24 | $ 0.24 | |
Preferred stock, Authorized | 50,000,000 | 50,000,000 | |
Preferred stock, Issued | 280,000 | 280,000 | |
Preferred stock, Outstanding | 280,000 | 280,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue | ||||
Sales | $ 49,281 | $ 51,534 | $ 32,737 | |
OPERATING EXPENSES | ||||
Depreciation, depletion, amortization and impairment | 2,810 | 12,005 | 42,018 | 41,219 |
General and administrative expenses | 171,173 | 106,075 | 345,322 | 416,736 |
Total Operating Expenses | 173,983 | 118,080 | 387,340 | 457,955 |
Loss From Operations | (173,983) | (68,799) | ||
Other Expense | ||||
Other income | 3,007 | |||
Interest expense, related parties | (33,064) | (27,404) | (123,898) | (100,175) |
Total Other Income Expenses | (30,057) | (27,404) | (123,898) | (100,175) |
Loss before taxation | (204,040) | (96,203) | (459,704) | (525,393) |
Income taxes | ||||
NET LOSS | (204,040) | (96,203) | (525,393) | (525,393) |
Other Comprehensive Income (Loss) | ||||
Foreign currency translation adjustments | 47,450 | (25,278) | (97,152) | 68,370 |
Total Comprehensive Loss | $ (156,590) | $ (121,481) | $ (556,856) | $ (457,023) |
Basic and Diluted Loss per Common Share | $ 0 | $ 0 | $ 0 | $ 0 |
Basic and Diluted Weighted Average Common Shares Outstanding | 1,396,226,259 | 720,802,346 | 720,802,346 | 720,802,346 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders Deficit (Unaudited - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total |
Beginning Balance, Shares at Jun. 30, 2017 | 600,000 | |||||
Beginning Balance, Amount at Jun. 30, 2017 | $ 183,652 | $ 61,411 | $ (1,394,336) | $ 46,573 | $ (1,458,148) | |
Imputed interest | 100,175 | 100,175 | ||||
Imputed rent | 1,400 | 1,400 | ||||
Foreign currency translation adjustment | 68,370 | 68,370 | ||||
Net Loss | (525,393) | (525,393) | ||||
Ending Balance, Shares at Jun. 30, 2018 | 720,802,346 | |||||
Ending Balance, Amount at Jun. 30, 2018 | $ 720,802 | 225,473 | (2,855,172) | 17,791 | (1,891,106) | |
Recapitalization, Shares | 706,125,000 | |||||
Recapitalization, Amount | $ 706,125 | (225,473) | (907,045) | (426,393) | ||
Series A Preferred Stock issued | 68,408 | 68,408 | ||||
Imputed interest | 33,064 | 33,064 | ||||
Foreign currency translation adjustment | 47,450 | 47,450 | ||||
Net Loss | (204,040) | (204,040) | ||||
Ending Balance, Shares at Sep. 30, 2018 | 1,426,927,346 | |||||
Ending Balance, Amount at Sep. 30, 2018 | $ 68,408 | $ 1,426,927 | $ 33,064 | $ (3,966,257) | $ 65,241 | $ (2,372,617) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (204,040) | $ (96,203) | $ (525,393) | $ (525,393) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||||
Depreciation | 2,810 | 12,006 | 42,018 | 41,219 |
Rent expenses contributed to additional paid in capital | 352 | 1,400 | ||
Imputed interest contributed as additional paid in capital | 33,064 | 27,404 | 123,898 | 100,175 |
Expenses paid directly by related party | 162,008 | 159,386 | ||
Change in assets and liabilities | ||||
Prepayment | (21,430) | |||
Other receivable and deposits | (9,247) | 657 | 56,236 | 926 |
Accounts payable and accrued liabilities | (30,696) | 17,855 | 96,389 | (2,530) |
Deferred rent expenses | (1,956) | (8,333) | 8,091 | |
Net cash provided by (used in) operating activities | (229,539) | (39,885) | 12,512 | (216,726) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Repayment of investment in mineral trading, related party | 187,932 | |||
Receipt of trading advance | 192,245 | |||
Concession acquisition costs | (229,367) | |||
Purchase of plant and equipment | (13,597) | (1,797) | (968) | (34,814) |
Net cash provided by (used in) investing activities | (13,597) | 186,135 | (38,090) | (34,814) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Series A Preferred Stock issued | 9,773 | |||
Stock payable | 57,673 | |||
Advances received from related parties | 270,276 | 257,672 | 893,748 | |
Repayments of related party advances | (15,164) | (132,146) | (281,783) | (637,915) |
Net cash provided by (used in) financing activities | 264,885 | (132,146) | 33,563 | 255,833 |
Effects on changes in foreign exchange rate | (1,573) | 289 | 1,235 | (8,493) |
Net increase (decrease) in cash and cash equivalents | 20,176 | 14,393 | 9,220 | (4,200) |
Cash and cash equivalents - beginning of period | 19,072 | 9,852 | 9,852 | 14,052 |
Cash and cash equivalents - end of period | 39,248 | 24,254 | 19,072 | 9,852 |
Supplemental Cash Flow Disclosures | ||||
Cash paid for interest | ||||
Cash paid for income taxes | ||||
Non-Cash Investing and Financing Activity: | ||||
Reclassification of stock payable to additional paid in capital | $ 58,634 | |||
Supplemental Non-Cash Information | ||||
Property, plant and equipment paid for directly by related party | 1,860 | |||
Landlord deposits funded directly by related party | $ 51,317 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Jun. 30, 2018 | |
Notes to Financial Statements | ||
Organization and Summary of Significant Accounting Policies | The Company was incorporated in the State of Nevada as a for-profit Company on September 5, 2012. On July 12, 2018, we completed a reverse acquisition transaction through a share exchange with GMCI, the sole SBS Mining Corp. Malaysia Sdn. Bhd (“SBS”) shareholder, whereby we acquired 100% of the outstanding shares of SBS from GMCI in exchange for the issuance of a total of 720,802,346 shares of our common stock to GMCI, representing 102.08% of our pre-merger issued and outstanding shares of common stock. As a result of the reverse acquisition, SBS became our wholly-owned subsidiary and the former SBS Shareholders, GMCI and subsequently its shareholders, became our controlling stockholders. The share exchange transaction was treated as a recapitalization, with SBS as the acquirer and the Company as the acquired party for accounting purposes. Unless the context suggests otherwise, when we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of SBS. SBS Mining Corp. Malaysia Sdn. Bhd., is a Malaysian corporation whose primary business is mining, exploration and trading of certain mineral ores and properties located in Malaysia. During fiscal 2017 the Company commenced revenue generating operations as a result of its mineral trading business (See Note 3). Essentially all of the Company’s property, plant and equipment assets are held in Malaysia. The functional currency of the Company is the Malaysian Ringgit (MYR). The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. Fiscal Year The Company’s fiscal year end is June 30. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and are presented in U.S. dollars. The amounts shown in these financial statements for periods prior to July 4, 2018 are those of SBS. For the period from July 5, 2018 through September 30, 2018, the amounts shown in these financial statements are the consolidated results of the Company including its wholly owned subsidiary, SBS. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Form 8-K/A filed on September 9, 2018. The results of operations for the periods ended September 30, 2018 and the same period last year are not necessarily indicative of the operating results for the full years. In the opinion of management, the unaudited consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented, all such adjustments were of a normal and recurring nature, with the exception of the recapitalization related to the reverse acquisition transaction that occurred on July 12, 2018 which of a non-recurring nature. Principles of Consolidation The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary SBS Mining Corp. Malaysia Sdn. Bhd. All significant intercompany accounts and transactions have been eliminated. Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles 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 amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from these estimates. Revenue Recognition Revenues are presented net of discounts. In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered to the customer, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured. The Company applies judgment with respect to whether it can establish a selling price based on third party evidence. The Company does not have any product offerings that would be considered multiple deliverables; therefore the pricing model is determined based on competitor prices for similar product offerings, and/or contracts independently negotiated between the Company and purchasers. To date, all of the revenue recognized by the Company has been derived from transactions with related parties (See Note 3). In addition, all of the revenue recognized with those related parties has been based on verbal conditions. To date the Company has not entered into a formal written agreement for its commissions earned on the trading of unwashed bauxite ore. The Company has determined that in recording its revenue through September 30, 2018, that the selling price and other conditions derived from its transactions with related parties were not fixed and determinable until those trading commissions were paid to the Company by its related party. Because of this, through September 30, 2018, the Company has recorded its trading commissions earned with Sincere Pacific Mining (M) Sdn. Bhd. (“Sincere”) on the cash basis. In the future, should the Company enter into formal agreements, the recognition method may change. Cash and Cash Equivalents The company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At September 30, 2018, and June 30, 2018, cash includes cash on hand and cash in the bank. The Company operates in Malaysia where deposit insurance for deposits is provided up to MYR 250,000 (approximately US$60,000). From time to time the Company’s account balances may exceed that limit. Fair Value of Financial Instruments The carrying value of financial instruments including cash and cash equivalents, receivables, prepaid expenses, accounts payable and accrued expenses, approximates their fair value due to the relatively short-term nature of these instruments. Foreign Currencies Functional and presentation currency Transactions and balances Plant and equipment and depreciation Plant and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Depreciation is calculated on straight line basis to write off the cost of plant and equipment over their expected useful lives at the following annual rates: Motor Vehicles 20 % Office equipment 33 % Tools and equipment 33 % Computer and software 33 % Leasehold improvements Term of lease Furniture and Fixture 33 % Mineral Properties The Company is planning on being engaged in the business of the acquisition, exploration, development, mining, and production of mineral properties and or resources, with a current emphasis on sea sand mining (see Note 9) and previous emphasis on iron ore, bauxite and tin. Mineral claims and other property acquisition costs are capitalized as incurred. Such costs are carried as an asset of the Group until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations. Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the exploration costs, along with mine development costs, are capitalized. The costs of acquiring mineral claims, capitalized exploration costs, and mine development costs are recognized for depletion and amortization purposes under the units-of-production method over the estimated life of the probable and proven reserves. If mineral properties, exploration, or mine development activities are subsequently abandoned or impaired, any capitalized costs are charged to operations in the current period. Exploration expenditures Exploration, acquisition (except for property purchase costs), and general and administrative costs related to exploration projects and prospecting activities are charged to expense as incurred. Exploration expenses in the three months ended September 30, 2018 and 2017 were $nil and $nil (see Note 9). Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During the three months ended September 30, 2018 and 2017, there was impairment of long-lived assets of $nil and $nil, respectively. Segment Reporting FASB ASC 820 “Segments Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. Our proposed future business segments are expected to span more than one geographical area. Specifically, the Company intends to generate revenue through mineral trading and exploration activities. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Loss Per Share The Company follows the provisions of ASC Topic 260, Earnings per Share Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the company’s common stock that could increase the number of shares outstanding and lower the earnings per share of the company’s common stock. This calculation is not done for periods in a loss position as this would be antidilutive. As of September 30, 2018, there were approximately 45,104 potentially diluted common shares outstanding and as of September 30, 2017, there were no stock options or stock awards, or other convertible securities that would have been included in the computation of diluted earnings per share that could potentially dilute basic earnings per share in the future. Recently issued accounting pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09 which was amended in August 2015 by Update No 2015-14: Revenue from Contracts with Customers. The standard outlines a five-step model for revenue recognition with the core principle being that a company should recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Companies can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Under the modified approach, financial statements will be prepared for the year of adoption using the new standard but prior periods presented will not be adjusted. Instead, companies will recognize a cumulative catch-up adjustment to the opening balance of retained earnings. This new guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. There are several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of September 30, 2018 and June 30, 2018, none of these pronouncements is expected to have a material effect on the financial position, results of operations or cash flows of the Company. Under the JOBS Act, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have opted to take advantage of this extended transition period. Since we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be comparable to financial statements of companies that comply with public company effective dates. | SBS Mining Corp. Malaysia Sdn. Bhd., ("the Company") is a Malaysian corporation whose primary business is mining, exploration and trading of certain mineral ores and properties located in Malaysia. Currently the Company is principally engaged in the prospecting of minerals and ultimately the mining of minerals upon successful exploration. During fiscal 2017 the Company commenced revenue generating operations as a result of its mineral trading business (See Note 3). Essentially all of the Company's property, plant and equipment assets are held in Malaysia. The functional currency of the Company is the Malaysian Ringgit (MYR). As of June 30, 2018, the Company was a wholly owned subsidiary of GMCI Corp (see below). In July 2018, the Company was acquired by NAMI Corp (see Note 11). Fiscal Year The Company's fiscal year end is June 30. Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and are presented in U.S. dollars. As noted above, as of June 30, 2018 and 2017, all of the issued and outstanding common shares of the Company were held by the Company’s parent, GMCI Corp. These financial statements are not consolidated with the Company’s parent but are presented independently and are considered “carve out” financial statements under accounting principles generally accepted in the United States as, subsequent to June 30, 2018 (see Note 11), the Company has been acquired by NAMI Corp. and therefore the separate presentation to show only the financial position and results of operations of the Company are presented. Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles 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 amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from these estimates. Revenue Recognition Revenues are presented net of discounts. In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered to the customer, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured. The Company applies judgment with respect to whether it can establish a selling price based on third party evidence. The Company does not have any product offerings that would be considered multiple deliverables; therefore the pricing model is determined based on competitor prices for similar product offerings, and/or contracts independently negotiated between the Company and purchasers. To date, all of the revenue recognized by the Company has been derived from transactions with related parties (See Note 3). In addition, all of the revenue recognized with those related parties has been based on verbal conditions. To date the Company has not entered into a formal written agreement for its commissions earned on the trading of unwashed bauxite ore. The Company has determined that in recording its revenue through June 30, 2018, that the selling price and other conditions derived from its transactions with related parties were not fixed and determinable until those trading commissions were paid to the Company by its related party. Because of this, through June 30, 2018, the Company has recorded its trading commissions earned with Sincere Pacific Mining (M) Sdn. Bhd. ("Sincere") on the cash basis. In the future, should the Company enter into formal agreements, the recognition method may change. Cash and Cash Equivalents The company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At June 30, 2018 and 2017, cash includes cash on hand and cash in the bank. The Company operates in Malaysia where deposit insurance for deposits is provided up to MYR 250,000 (approximately US$62,010). From time to time the Company's account balances may exceed that limit. Fair Value of Financial Instruments The carrying value of financial instruments including cash and cash equivalents, receivables, prepaid expenses, accounts payable and accrued expenses, approximates their fair value due to the relatively short-term nature of these instruments. Foreign Currencies Functional and presentation currency Transactions and balances Plant and equipment and depreciation Plant and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Depreciation is calculated on straight line basis to write off the cost of plant and equipment over their expected useful lives at the following annual rates: Motor Vehicles 20 % Office equipment 33 % Tools and equipment 33 % Computer and software 33 % Leasehold improvements Term of lease Furniture and Fixture 33 % Mineral Properties The Company is planning on being engaged in the business of the acquisition, exploration, development, mining, and production of mineral properties and or resources, with a current emphasis on sea sand mining (see Note 10) and previous emphasis on iron ore, bauxite and tin. Mineral claims and other property acquisition costs are capitalized as incurred. Such costs are carried as an asset of the Group until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations. Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the exploration costs, along with mine development costs, are capitalized. The costs of acquiring mineral claims, capitalized exploration costs, and mine development costs are recognized for depletion and amortization purposes under the units-of-production method over the estimated life of the probable and proven reserves. If mineral properties, exploration, or mine development activities are subsequently abandoned or impaired, any capitalized costs are charged to operations in the current period. Exploration expenditures Exploration, acquisition (except for property purchase costs), and general and administrative costs related to exploration projects and prospecting activities are charged to expense as incurred. Exploration expenses in the fiscal year ended June 30, 2018 and 2017, $nil and $nil (see Note 11). Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During the fiscal year ended June 30, 2018 and 2017, there was impairment of long-lived assets of $19,549 and $0, respectively. Segment Reporting FASB ASC 820 "Segments Reporting" establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. Our proposed future business segments are expected to span more than one geographical area. Specifically, the Company intends to generate revenue through mineral trading and exploration activities. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Loss Per Share The Company follows the provisions of ASC Topic 260, Earnings per Share Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the company's common stock that could increase the number of shares outstanding and lower the earnings per share of the company's common stock. This calculation is not done for periods in a loss position as this would be antidilutive. As of the fiscal year ended June 30, 2018 and 2017, there were no stock options or stock awards, or other convertible securities that would have been included in the computation of diluted earnings per share that could potentially dilute basic earnings per share in the future. Pro Forma Financial Information Pursuant to Securities and Exchange Commission Staff Accounting Bulletin Number 1B.2 “Pro Forma Financial Statements and Earnings per Share” (“SAB 1B.2”), pro forma information on the face of the income statement has been presented which reflects the pro forma impact as if the Company had merged with NAMI Corp. as of July 1, 2016 and has therefore presented a pro forma earnings per share based on the shares to be issued to the owner of the Company as consideration for the merger. Recently issued accounting pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09 which was amended in August 2015 by Update No 2015-14: Revenue from Contracts with Customers. The standard outlines a five-step model for revenue recognition with the core principle being that a company should recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Companies can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Under the modified approach, financial statements will be prepared for the year of adoption using the new standard but prior periods presented will not be adjusted. Instead, companies will recognize a cumulative catch-up adjustment to the opening balance of retained earnings. This new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. There are several new accounting pronouncements issued by the Financial Accounting Standards Board ("FASB") which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of June 30, 2018 and 2017, none of these pronouncements is expected to have a material effect on the financial position, results of operations or cash flows of the Company. Under the JOBS Act, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of this extended transition period. Since we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be comparable to financial statements of companies that comply with public company effective dates. |
Going Concern
Going Concern | 3 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Jun. 30, 2018 | |
Notes to Financial Statements | ||
Going Concern | For the three months ended September 30, 2018, the Company reported a net loss of $204,040. In addition, as of September 30, 2018, the Company had a working capital deficit of approximately $2.63 million with cash on hand less than $40,000. The Company believes that its existing capital resources are not adequate to enable it to execute its business plan and as of the date of these financial statements and has no firm commitment for either additional debt or equity financing available to it in order to meet its current commitments. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company estimates that it will require significant additional cash resources during fiscal 2019 and beyond, especially upon receipt of all of the necessary permits to commence sea sand mining operations (see Note 9). The Company has initiated a private placement of preference shares in order to meet its upcoming needs, however, the Company has received, as of the date of these financial statements, approximately $70,000 and has no firm commitments for additional funds. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might result from this uncertainty. | At June 30, 2018, the Company reported a net loss of $459,704. In addition, as of June 30, 2018, the Company had a working capital deficit of approximately $2.15 million with cash on hand less than $20,000. The Company believes that its existing capital resources are not adequate to enable it to execute its business plan and as of the date of these financial statements and has no firm commitment for either additional debt or equity financing available to it in order to meet its current commitments. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. The Company estimates that it will require significant additional cash resources during fiscal 2019 and beyond, especially upon receipt of all of the necessary permits to commence sea sand mining operations (see Note 11). The Company has initiated a private placement of preference shares in order to meet its upcoming needs, however, the Company has received, as of the date of these financial statements, approximately $70,000 and has no firm commitments for additional funds. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might result from this uncertainty. |
Advance Payment on Mineral Trad
Advance Payment on Mineral Trading Related Party | 3 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Jun. 30, 2018 | |
Notes to Financial Statements | ||
Advance Payment on Mineral Trading Related Party | In the year ended June 30, 2016, SBS advanced to Sincere Pacific Mining Sdn. Bhd. approximately $614,000 (MYR 2,774,000) for the purpose of commencing bauxite trading and financing activities. In that same period, the Company impaired all but $186,372 (MYR 800,000). During the year ended June 30, 2018, the Company received two repayments of MYR 500,000 and MYR 300,000 respectively, which reduced the amounts of the advance not impaired during the fiscal year ended June 30, 2016 to nil as of June 30, 2018. Should the Company, in future periods, collect further amounts under the trading program from its original advance, those amounts will be shown as income in the financial statements of the Company. | In the year ended June 30, 2016, the Company advanced to Sincere Pacific Mining Sdn. Bhd. approximately $614,000 (MYR 2,774,000) for the purpose of commencing bauxite trading and financing activities. In that same period, the Company impaired all but $186,372 (MYR 800,000). During the year ended June 30, 2018, the Company received two repayments of MYR 500,000 and MYR 300,000 respectively, which reduced the amounts of the advance not impaired during the fiscal year ended June 30, 2016 to nil as of June 30, 2018. Should the Company, in future periods, collect further amounts under the trading program from its original advance, those amounts will be shown as income in the financial statements of the Company. During the year ended June 30, 2018 the Company earned revenue from its bauxite trading activities and concluded shipments for an additional 60,000 tonnes of gross washed bauxite (net dry weight of 49,006 tonnes) for net commissions of $51,534 converted at agreed rates of conversion to RM of between 3.857 and 4.3021 for total proceeds of MYR 210,005, after adjustment for certain offset required. |
Plant and Equipment
Plant and Equipment | 3 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Jun. 30, 2018 | |
Notes to Financial Statements | ||
Plant and Equipment | September 30, June 30, 2018 2018 Cost Motor Vehicles $ 15,706 $ 16,123 Office equipment 25,722 9,885 Computers and software 13,654 14,016 Tools and equipment 512 526 Furniture and Fixture 37,533 38,528 93,127 79,078 Accumulated Depreciation (63,246 ) (59,353 ) Plant and Equipment, Net $ 29,881 $ 19,725 Depreciation for the three months ended September 30, 2018, and 2017 was $2,810 and $12,005, respectively. | June 30, June 30, 2018 2017 Cost Motor Vehicles $ 16,123 $ 96,404 Office equipment 9,885 14,642 Computers and software 14,016 10,178 Tools and equipment 526 494 Leasehold improvements - 12,400 Furniture and Fixture 38,528 34,766 79,078 168,884 Accumulated Depreciation (59,353 ) (113,170 ) Plant and Equipment, Net $ 19,725 $ 55,714 Depreciation for the fiscal year ended June 30, 2018 and 2017 was $22,469 and $41,219, respectively. During the year ended June 30, 2018, the Company recorded $19,549 as an impairment of fixed assets. |
Advances to Nami Corp
Advances to Nami Corp | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Advances to Nami Corp | In the year ended June 30, 2018, the Company advanced $186,372 (MYR 716,856) to NAMI Corp. The advances were made without documentation, are due on demand and are non-interest bearing. The amounts were repaid prior to June 30, 2018. |
Prepaid expenses and deposits
Prepaid expenses and deposits | 3 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Jun. 30, 2018 | |
Notes to Financial Statements | ||
Prepaid expenses and deposits | September 30, June 30, 2018 2018 Sundry receivables $ - $$1,721 Deposits, including utility, security deposits 27,140 1,612 $ 27,140 $$3,333 | June 30, June 30, 2018 2017 Sundry receivables $ 1,721 $ 2,190 Deposits, including utility, security deposits 1,612 54,693 $ 3,333 $ 56,883 |
Related party advances and expe
Related party advances and expenses | 3 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Jun. 30, 2018 | |
Related Party Advances And Expenses | ||
Related party advances and expenses | Advances from related parties: September 30, June 30, 2018 2018 Advances from its Directors $ 996,620 $ 1,066,278 Advances from related party 808,280 189,795 Advances from holding company 740,091 $ 740,091 Total $ 2,544,991 $ 1,996,164 During the three months ended September 30, 2018 and 2017, the Company repaid advances from a director of $15,164 and $132,146, respectively. During the three months ended September 30, 2018 and 2017, the Company received advances from a related party of $270,276 and nil, respectively. The Company has imputed interest at the rate of approximately 6.5% on the advances made to the Company in the amount of $33,064 during the three months ended September 30, 2018, and has imputed interest at the rate of approximately 6.5% on the advances made to the Company in the amount of $27,404 during the three months ended September 30, 2017. | Advances from related parties: June 30, June 30, 2018 2017 Advances from its Directors $ 1,066,278 $ 1,086,254 Advances from related party 189,795 - Advances from holding company 740,091 $ 657,465 Total $ 1,996,164 $ 1,743,719 Directors of the Company have leased shared office space for corporate operations the cost of which is $350 (MYR 1,500 per quarter), the use of which is provided to the Company free of charge by our directors. We have recorded an amount of $Nil and $1,400 as contributed capital during the fiscal year ended June 30, 2018 and 2017. During the year ended June 30, 2018 and 2017, the Company was advanced cash proceeds in the amount of $257,672 and $893,748, respectively, by directors or entities with common directors to meet operational shortfalls. In addition during the year ended June 30, 2018 and 2017 related parties were repaid, in cash, $281,783, and $637,915, respectively. During the year ended June 30, 2018 and 2017, the Company was advanced $162,008 and $159,386, respectively, for payment of expenses directly to vendors by related parties. The Company has imputed interest at the rate of approximately 6.5% on the advances made to the Company in the amount of $100,715 during the year ended June 30, 2017, and has imputed interest at the rate of approximately 6.5% on the advances made to the Company in the amount of $123,898 during the year ended June 30, 2018. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Jun. 30, 2018 | |
Commitments And Contingencies | ||
Commitments and Contingencies | Office Leases During the three months ended September 30, 2018, and 2017, the Company expensed $nil and $46,158 with respect to its leasing obligations. During the year ended June 30, 2018, the Company terminated all of its outstanding lease obligations. All deposits under the office leases were forfeited to the landlord as required under the leases upon early termination. Other matters The Company is currently in negotiations with a related party, Nami Development Corp., in order to provide the Company with administrative support in the form of a management fee contract. The Company expects that it will obtain both executive and staff level support, office space and computer and other office equipment for all administrative functions sometime in the fiscal year ended September 30, 2019. From time to time the Company may be subject to proceedings, lawsuits, and other claims related to government agencies, operations, shareholders and contracts. The Company is required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of accrual required, if any, for these contingencies is made after analysis of each matter. The required accrual, if any, may change in the future due to new developments in each matter or changes in settlement strategies. The Company does not believe that there are presently any such matters that will have a material adverse effect on its financial condition or results of operations. | Office Leases On July 25, 2016 and September 15, 2016 respectively the Company entered into lease agreements for two individual corporate offices at Tower 1, Avenue 3, The Horizon, Bangsar South City, Kuala Lumpur, Malaysia 59200. The leased premises occupy a total of 5,652 square feet on level 1 and 5,773 square feet on level 5, and each allowed for one month free rent in order to renovate and occupy the space. Under the terms of the lease(s) the Company will pay monthly rent of $7,242 USD (RM$31,086) for Level 1 and $7,397 USD (RM$31,752) for Level 5, and shall be responsible for all monthly utilities. The Company has recorded deferred rent for each of the Level 1 and Level 5 leases in the amount of one month's rent respectively for each of the leases in order to account for the free month of occupancy included in the terms of the lease. Deferred rent is being amortized over the term of the lease(s). Security deposits of two months' rent for Level 1 and Level 5 totaling $43,917 USD (RM$188,513), and a deposit for utilities with a cumulative total of $7,320 USD (RM$31,419) were remitted by a related party. During the fiscal year ended June 30, 2018 and 2017 the Company expended a total of $139,872 (MYR 569,993) and $170,558 (MYR 730,963) with respect to all of its leasing obligations. During the year ended June 30, 2018, the Company terminated all of its outstanding lease obligations. All deposits under the office leases were forfeited to the landlord as required under the leases upon early termination. Other matters The Company is currently in negotiations with a related party, Nami Development Corp., in order to provide the Company with administrative support in the form of a management fee contract. The Company expects that it will obtain both executive and staff level support, office space and computer and other office equipment for all administrative functions sometime in the fiscal year ended September 30, 2019. From time to time the Company may be subject to proceedings, lawsuits, and other claims related to government agencies, operations, shareholders and contracts. The Company is required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of accrual required, if any, for these contingencies is made after analysis of each matter. The required accrual, if any, may change in the future due to new developments in each matter or changes in settlement strategies. The Company does not believe that there are presently any such matters that will have a material adverse effect on its financial condition or results of operations. |
Share Capital
Share Capital | 3 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Jun. 30, 2018 | |
Notes to Financial Statements | ||
Share Capital | Common Stock The Company’s capitalization is 5,000,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. As of September 30, 2018, the Company has not granted any stock options and has not recorded any stock-based compensation. On July 4, 2018, the Company entered into a Share Exchange Agreement with GMCI, as the shareholder (the “SBS Shareholders”) of SBS Mining Corp. Malaysia Sdn. Bhd., a Malaysian corporation (“SBS”), pursuant to which the Company acquired 100% of the issued and outstanding shares of SBS from GMCI in exchange for the issuance of 720,802,346 shares of the Company to GMCI. As a result of Exchange, SBS became wholly owned subsidiary of NAMI and GMCI became majority shareholder of NAMI owning 50.51% of capital stock of the Company. On July 19, 2018, the Company was notified that GMCI approved and declared a dividend of shares of Nami to the stockholders of the GMCI, on a pro rata basis, determined in accordance with the number of shares of capital stock of the GMCI held by such stockholders, thereby transferring ownership of 100% of the outstanding shares of Nami held by GMCI to the stockholders of the GMCI (collectively, the “Nami Stock Dividend”). The Nami Stock Dividend was completed on August 21, 2018. On September 30, 2018 and June 30, 2018 the Company had 1,426,927,346 and 706,125,000, respectively, common shares issued and outstanding. Preferred Shares - SBS In August 2018, SBS designated a new class of preferred equity, designated the 12% redeemable cumulative preference shares, in its attempt to raise capital for business expansion and exploration and mining activities. The Company authorized the issuance of up to 50 million shares at the issue price of MYR 1.0 per share. The new preferred equity carries a cumulative 12% preferred dividend, payable on a quarterly basis, based on the issue price of the preferred security. The preferred dividend will have priority to any payment of dividends on the common equity. The preferred shares automatically convert to NAMI Corp common shares two years after issuance if not converted earlier at the rate of USD $1.50 on then value translated into USD of each 12% redeemable cumulative preference share. In the event of the liquidation or winding up of the Company, the preferred shares are entitled to distributions prior to any amounts distributed to the common equity holders. The holders of the preferred shares, so long as the cumulative preferred dividend is timely paid each quarter, have no general voting rights, but have rights to vote on any matters that effect the provisions of the preference shares. In the event that the Company fails to timely make its quarterly dividend payment, the holders of the preferred equity receive the right to vote on any and all general corporate matters on a 1 for 1 basis with the number of preferred shares held. In the period ended September 30, 2018, the Company was in discussion with certain investors for a private offering of a new class of preferred equity. Prior to the subscription for this new preferred equity, one investor advanced the Company $59,530 (MYR 240,000). In August 2018, the Company received a signed subscription from the preference share private placement for the amount tendered and will convert the payable to the preferred equity at the time of receipt of the signed subscription in the first quarter of Fiscal 2019. In August 2018, the Company received approximately $9,078 (MYR 40,000) in a second subscription of its 12% redeemable cumulative preference shares. Instruments Convertible into Common or Preferred Shares As of September 30, 2018, and June 30, 2018, the Company had no instruments outstanding that were convertible into or exercisable into either common or preferred shares of the Company. | Common Stock The Company’s authorized capital consists of 600,000 shares of common stock with a par value of MYR 1 per share. All 600,000 shares of common stock of the Company are issued and held by GMCI Corp. as of June 30, 2018 and 2017. Instruments Convertible into Common or Preferred Shares As of June 30, 2018 and 2017, the Company had no instruments outstanding that were convertible into or exercisable into either common or preferred shares of the Company. |
Sea Sand Mining Project
Sea Sand Mining Project | 3 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Jun. 30, 2018 | |
Notes to Financial Statements | ||
Sea Sand Mining Project | On August 30, 2017, SBS entered into an irrevocable right of use (“IRU”) agreement with JHW Holdings Sdn. Bhd. (“JHW”), whereby SBS shall be given exclusive rights to operate mining and extraction activities on the designated area (1,113 square kilometres outside the waters of the state of Terengganu, Malaysia, subject to certain terms and conditions therein) and manage all matters relating to the operations. The Company currently estimates that the acreage available under the IRU will provide approximately 5 years of sustained mining operations. As part of the IRU, the Company is responsible for all permitting costs (both for mining operation and for the right to sell the mined sand internationally) at both the state and federal levels of all applicable ministries and departments in Malaysia. As compensation for the IRU, the Company is obligated to remit to JHW on a quarterly basis, 25% of the profits from the mining activities, as defined within the agreement. The Company has submitted the required environmental and engineering assessments as part of the permitting process for approximately 383 square kilometres, but has not yet received approval of its submissions. The Company is expecting to receive approval for the rights in 2018 or early 2019. It is required to prepay MYR 500,000, of which SBS funded MYR 100,000 ($24,163) as of September 30, 2018. As of September 30, 2018, the Company has capitalized $230,634 (MYR 954,477) of concession acquisition costs associated with the permit applications for the project. | On August 30, 2017, SBS entered into an irrevocable right of use (“IRU”) agreement with JHW Holdings Sdn. Bhd. (“JHW”), whereby SBS shall be given exclusive rights to operate mining and extraction activities on the designated area (383 square kilometres outside the waters of the state of Terengganu, Malaysia, subject to certain terms and conditions therein) and manage all matters relating to the operations. The Company currently estimates that the acreage available under the IRU will provide approximately 5 years of sustained mining operations. As part of the IRU, the Company is responsible for all permitting costs (both for mining operation and for the right to sell the mined sand internationally) at both the state and federal levels of all applicable ministries and departments in Malaysia. As compensation for the IRU, the Company is obligated to remit to JHW on a quarterly basis, 25% of the profits from the mining activities, as defined within the agreement. The Company has obtained the approval to the required environmental and engineering assessments as part of the permitting process for approximately 20 square kilometers. During the year ended June 30, 2018, the Company capitalized $236,749 (MYR 954,477) of concession acquisition costs associated with the permit applications for the project. |
Geographic Segment Reporting
Geographic Segment Reporting | 3 Months Ended |
Sep. 30, 2018 | |
Geographic Segment Reporting | |
Geographic Segment Reporting | The following table shows operating activities information by geographic segment for the three ended September 30, 2018 and 2017: Three months ended September 30, 2018 USA Malaysia Total Revenue $ - $ - $ - Depreciation, depletion, amortization and impairment - (2,810 ) (2,810 ) General and administrative expenses (152,334 ) (18,839 ) (171,173 ) Other income (expenses) - (30,057 ) (30,057 ) Net loss $ (152,334 ) $ (51,706 ) $ (204,040 ) Three months ended September 30, 2017 USA Malaysia Total Revenue $ - $ 49,281 $ 49,281 Depreciation, depletion, amortization and impairment - (12,005 ) (12,005 ) General and administrative expenses - (106,075 ) (106,075 ) Other income (expenses) - (27,404 ) (27,404 ) Net loss $ - $ (96,203 ) $ (96,203 ) The following table shows assets information by geographic segment at September 30, 2018 and June 30, 2018: As of September 30, 2018 USA Malaysia Total Current assets $ 2,778 $ 75,957 $ 78,735 Concession acquisition costs - 230,634 230,634 Property and equipment, net - 29,881 29,881 Total assets $ 2,778 $ 336,472 $ 339,250 As of June 30, 2018 USA Malaysia Total Current assets $ - $ 81,355 $ 81,355 Concession acquisition costs - - - Property and equipment, net - 46,345 46,345 Total assets $ - $ 127,700 $ 127,700 |
Stock Payable
Stock Payable | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Stock Payable | In the period ended June 30, 2018, the Company was in discussion with certain investors for a private offering of a new class of preferred equity (see Note 13). Prior to the subscription for this new preferred equity, one investor advanced the Company $59,530 (MYR 240,000). In August 2018, the Company received a signed subscription from the preference share private placement for the amount tendered and will convert the payable to the preferred equity at the time of receipt of the signed subscription in the first quarter of Fiscal 2019. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Income Taxes | The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During 2018 and 2017, the Company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $1.472 million and $897,000 at June 30, 2018 and 2017 respectively, and will begin to expire in the year 2034. Net deferred tax assets were made up of the following items as of June 30: 2018 2017 Deferred tax assets: Impairment of related party receivables 105,600 106,000 Depreciation of Property, Plant and Equipment 7,000 5,200 Impairment of mining expenditures - 20,000 Other 15,000 Net operating loss carryforwards 353,000 215,000 Total long-term deferred tax asset 480,600 346,200 Deferred tax liabilities: Related party liabilities (29,800 ) - Concession acquisition costs (56,800 ) - Total deferred tax liabilities (86,600 ) - Valuation Allowance (394,000 ) (346,200 ) Total Net Deferred Tax Assets - - The difference from the reported income tax benefit to that expected from the loss from operations computed using the Malay statutory federal income tax rate of 24% is as follows for June 30: 2018 2017 Expected income tax benefit (110,300 ) (126,000 ) Permanent timing differences 39,900 25,000 Other 22,600 Valuation allowance 47,800 101,000 Reported income tax expense (benefit) - - |
Subsequent events
Subsequent events | 12 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Subsequent events | NAMI Corp. Acquisition In July 2018, the Company was acquired by NAMI Corp. in a Securities Exchange Agreement completed with the Company’s prior parent, GMCI Corp. In exchange for the issuance of 720,802,346 common shares of NAMI Corp. to GMCI Corp., NAMI Corp. received the 600,000 common shares of the Company. Because NAMI Corp. is a public shell, as defined by the United States Securities and Exchange Commission and GMCI Corp. shareholders will receive in excess of 50.1% of the issued and outstanding shares of NAMI Corp., the transaction will not be accounted for as a business combination, but instead as a recapitalization of the Company into NAMI Corp. On July 19, 2018, the Board deems it to be in the best interests of the GMCI and its stockholders for GMCI to approve and declare a dividend of shares of Nami to the stockholders of the GMCI, on a pro rata basis, determined in accordance with the number of shares of capital stock of the GMCI held by such stockholders, thereby transferring ownership of 100% of the outstanding shares of Nami held by GMCI to the stockholders of the GMCI (collectively, the “Nami Stock Dividend”). The Nami Stock Dividend was completed on August 21, 2018. In August 2018, the Company designated a new class of preferred equity, designated the 12% redeemable cumulative preference shares, in its attempt to raise capital for business expansion and exploration and mining activities. The Company authorized the issuance of up to 50 million shares at the issue price of MYR 1.0 per share. The new preferred equity carries a cumulative 12% preferred dividend, payable on a quarterly basis, based on the issue price of the preferred security. The preferred dividend will have priority to any payment of dividends on the common equity. The preferred shares automatically convert to NAMI Corp common shares at the rate of USD $1.50 on then value translated into USD of each 12% redeemable cumulative preference share at the company redemption date which is 2 nd In august 2018, the Company received approximately $10,000 (MYR 40,000) in a second subscription of its 12% redeemable cumulative preference shares. In August 2018, Nami Development Corp. advanced to the Company approximately $128,000 (MYR 526,650). |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Jun. 30, 2018 | |
Organization And Summary Of Significant Accounting Policies | ||
Fiscal Year | The Company’s fiscal year end is June 30. | The Company's fiscal year end is June 30. |
Basis of Presentation | The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and are presented in U.S. dollars. The amounts shown in these financial statements for periods prior to July 4, 2018 are those of SBS. For the period from July 5, 2018 through September 30, 2018, the amounts shown in these financial statements are the consolidated results of the Company including its wholly owned subsidiary, SBS. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Form 8-K/A filed on September 9, 2018. The results of operations for the periods ended September 30, 2018 and the same period last year are not necessarily indicative of the operating results for the full years. In the opinion of management, the unaudited consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented, all such adjustments were of a normal and recurring nature, with the exception of the recapitalization related to the reverse acquisition transaction that occurred on July 12, 2018 which of a non-recurring nature. | The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and are presented in U.S. dollars. As noted above, as of June 30, 2018 and 2017, all of the issued and outstanding common shares of the Company were held by the Company’s parent, GMCI Corp. These financial statements are not consolidated with the Company’s parent but are presented independently and are considered “carve out” financial statements under accounting principles generally accepted in the United States as, subsequent to June 30, 2018 (see Note 11), the Company has been acquired by NAMI Corp. and therefore the separate presentation to show only the financial position and results of operations of the Company are presented. |
Principles of Consolidation | The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary SBS Mining Corp. Malaysia Sdn. Bhd. All significant intercompany accounts and transactions have been eliminated. | |
Use of Estimates and Assumptions | The preparation of financial statements in conformity with generally accepted accounting principles 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 amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from these estimates. | The preparation of financial statements in conformity with generally accepted accounting principles 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 amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from these estimates. |
Revenue Recognition | Revenues are presented net of discounts. In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered to the customer, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured. The Company applies judgment with respect to whether it can establish a selling price based on third party evidence. The Company does not have any product offerings that would be considered multiple deliverables; therefore the pricing model is determined based on competitor prices for similar product offerings, and/or contracts independently negotiated between the Company and purchasers. To date, all of the revenue recognized by the Company has been derived from transactions with related parties (See Note 3). In addition, all of the revenue recognized with those related parties has been based on verbal conditions. To date the Company has not entered into a formal written agreement for its commissions earned on the trading of unwashed bauxite ore. The Company has determined that in recording its revenue through September 30, 2018, that the selling price and other conditions derived from its transactions with related parties were not fixed and determinable until those trading commissions were paid to the Company by its related party. Because of this, through September 30, 2018, the Company has recorded its trading commissions earned with Sincere Pacific Mining (M) Sdn. Bhd. (“Sincere”) on the cash basis. In the future, should the Company enter into formal agreements, the recognition method may change. | Revenues are presented net of discounts. In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered to the customer, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured. The Company applies judgment with respect to whether it can establish a selling price based on third party evidence. The Company does not have any product offerings that would be considered multiple deliverables; therefore the pricing model is determined based on competitor prices for similar product offerings, and/or contracts independently negotiated between the Company and purchasers. |
Cash and Cash Equivalents | The company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At September 30, 2018, and June 30, 2018, cash includes cash on hand and cash in the bank. The Company operates in Malaysia where deposit insurance for deposits is provided up to MYR 250,000 (approximately US$60,000). From time to time the Company’s account balances may exceed that limit. | The company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At June 30, 2018 and 2017, cash includes cash on hand and cash in the bank. The Company operates in Malaysia where deposit insurance for deposits is provided up to MYR 250,000 (approximately US$62,010). From time to time the Company's account balances may exceed that limit. |
Fair Value of Financial Instruments | The carrying value of financial instruments including cash and cash equivalents, receivables, prepaid expenses, accounts payable and accrued expenses, approximates their fair value due to the relatively short-term nature of these instruments. | The carrying value of financial instruments including cash and cash equivalents, receivables, prepaid expenses, accounts payable and accrued expenses, approximates their fair value due to the relatively short-term nature of these instruments. |
Foreign Currencies | Functional and presentation currency Transactions and balances | Functional and presentation currency Transactions and balances |
Plant and equipment and depreciation | Plant and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Depreciation is calculated on straight line basis to write off the cost of plant and equipment over their expected useful lives at the following annual rates: Motor Vehicles 20 % Office equipment 33 % Tools and equipment 33 % Computer and software 33 % Leasehold improvements Term of lease Furniture and Fixture 33 % | Plant and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Depreciation is calculated on straight line basis to write off the cost of plant and equipment over their expected useful lives at the following annual rates: Motor Vehicles 20 % Office equipment 33 % Tools and equipment 33 % Computer and software 33 % Leasehold improvements Term of lease Furniture and Fixture 33 % |
Mineral Properties | The Company is planning on being engaged in the business of the acquisition, exploration, development, mining, and production of mineral properties and or resources, with a current emphasis on sea sand mining (see Note 9) and previous emphasis on iron ore, bauxite and tin. Mineral claims and other property acquisition costs are capitalized as incurred. Such costs are carried as an asset of the Group until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations. Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the exploration costs, along with mine development costs, are capitalized. The costs of acquiring mineral claims, capitalized exploration costs, and mine development costs are recognized for depletion and amortization purposes under the units-of-production method over the estimated life of the probable and proven reserves. If mineral properties, exploration, or mine development activities are subsequently abandoned or impaired, any capitalized costs are charged to operations in the current period. | The Company is planning on being engaged in the business of the acquisition, exploration, development, mining, and production of mineral properties and or resources, with a current emphasis on sea sand mining (see Note 10) and previous emphasis on iron ore, bauxite and tin. Mineral claims and other property acquisition costs are capitalized as incurred. Such costs are carried as an asset of the Group until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations. Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the exploration costs, along with mine development costs, are capitalized. The costs of acquiring mineral claims, capitalized exploration costs, and mine development costs are recognized for depletion and amortization purposes under the units-of-production method over the estimated life of the probable and proven reserves. If mineral properties, exploration, or mine development activities are subsequently abandoned or impaired, any capitalized costs are charged to operations in the current period. |
Exploration expenditures | Exploration, acquisition (except for property purchase costs), and general and administrative costs related to exploration projects and prospecting activities are charged to expense as incurred. Exploration expenses in the three months ended September 30, 2018 and 2017 were $nil and $nil (see Note 9). | Exploration, acquisition (except for property purchase costs), and general and administrative costs related to exploration projects and prospecting activities are charged to expense as incurred. Exploration expenses in the fiscal year ended June 30, 2018 and 2017, $nil and $nil (see Note 11). |
Impairment of Long-Lived Assets | Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During the three months ended September 30, 2018 and 2017, there was impairment of long-lived assets of $nil and $nil, respectively. | Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During the fiscal year ended June 30, 2018 and 2017, there was impairment of long-lived assets of $19,549 and $0, respectively. |
Segment Reporting | FASB ASC 820 “Segments Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. Our proposed future business segments are expected to span more than one geographical area. Specifically, the Company intends to generate revenue through mineral trading and exploration activities. | FASB ASC 820 "Segments Reporting" establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. Our proposed future business segments are expected to span more than one geographical area. Specifically, the Company intends to generate revenue through mineral trading and exploration activities. |
Income Taxes | The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes | The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes |
Loss Per Share | The Company follows the provisions of ASC Topic 260, Earnings per Share Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the company’s common stock that could increase the number of shares outstanding and lower the earnings per share of the company’s common stock. This calculation is not done for periods in a loss position as this would be antidilutive. As of September 30, 2018, there were approximately 45,104 potentially diluted common shares outstanding and as of September 30, 2017, there were no stock options or stock awards, or other convertible securities that would have been included in the computation of diluted earnings per share that could potentially dilute basic earnings per share in the future. | The Company follows the provisions of ASC Topic 260, Earnings per Share Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the company's common stock that could increase the number of shares outstanding and lower the earnings per share of the company's common stock. This calculation is not done for periods in a loss position as this would be antidilutive. As of the fiscal year ended June 30, 2018 and 2017, there were no stock options or stock awards, or other convertible securities that would have been included in the computation of diluted earnings per share that could potentially dilute basic earnings per share in the future. |
Pro Forma Financial Information | Pursuant to Securities and Exchange Commission Staff Accounting Bulletin Number 1B.2 “Pro Forma Financial Statements and Earnings per Share” (“SAB 1B.2”), pro forma information on the face of the income statement has been presented which reflects the pro forma impact as if the Company had merged with NAMI Corp. as of July 1, 2016 and has therefore presented a pro forma earnings per share based on the shares to be issued to the owner of the Company as consideration for the merger. | |
Recently issued accounting pronouncements | In May 2014, the FASB issued Accounting Standards Update No. 2014-09 which was amended in August 2015 by Update No 2015-14: Revenue from Contracts with Customers. The standard outlines a five-step model for revenue recognition with the core principle being that a company should recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Companies can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Under the modified approach, financial statements will be prepared for the year of adoption using the new standard but prior periods presented will not be adjusted. Instead, companies will recognize a cumulative catch-up adjustment to the opening balance of retained earnings. This new guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. There are several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of September 30, 2018 and June 30, 2018, none of these pronouncements is expected to have a material effect on the financial position, results of operations or cash flows of the Company. Under the JOBS Act, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have opted to take advantage of this extended transition period. Since we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be comparable to financial statements of companies that comply with public company effective dates. | In May 2014, the FASB issued Accounting Standards Update No. 2014-09 which was amended in August 2015 by Update No 2015-14: Revenue from Contracts with Customers. The standard outlines a five-step model for revenue recognition with the core principle being that a company should recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Companies can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Under the modified approach, financial statements will be prepared for the year of adoption using the new standard but prior periods presented will not be adjusted. Instead, companies will recognize a cumulative catch-up adjustment to the opening balance of retained earnings. This new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. There are several new accounting pronouncements issued by the Financial Accounting Standards Board ("FASB") which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of June 30, 2018 and 2017, none of these pronouncements is expected to have a material effect on the financial position, results of operations or cash flows of the Company. Under the JOBS Act, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of this extended transition period. Since we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be comparable to financial statements of companies that comply with public company effective dates. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Jun. 30, 2018 | |
Organization And Summary Of Significant Accounting Policies Tables Abstract | ||
Plant and equipment expected useful lives | Motor Vehicles 20 % Office equipment 33 % Tools and equipment 33 % Computer and software 33 % Leasehold improvements Term of lease Furniture and Fixture 33 % | Motor Vehicles 20 % Office equipment 33 % Tools and equipment 33 % Computer and software 33 % Leasehold improvements Term of lease Furniture and Fixture 33 % |
Plant and Equipment (Tables)
Plant and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Jun. 30, 2018 | |
Plant And Equipment | ||
Schedule of plant and equipment | September 30, June 30, 2018 2018 Cost Motor Vehicles $ 15,706 $ 16,123 Office equipment 25,722 9,885 Computers and software 13,654 14,016 Tools and equipment 512 526 Furniture and Fixture 37,533 38,528 93,127 79,078 Accumulated Depreciation (63,246 ) (59,353 ) Plant and Equipment, Net $ 29,881 $ 19,725 | June 30, June 30, 2018 2017 Cost Motor Vehicles $ 16,123 $ 96,404 Office equipment 9,885 14,642 Computers and software 14,016 10,178 Tools and equipment 526 494 Leasehold improvements - 12,400 Furniture and Fixture 38,528 34,766 79,078 168,884 Accumulated Depreciation (59,353 ) (113,170 ) Plant and Equipment, Net $ 19,725 $ 55,714 |
Prepaid expenses and deposits (
Prepaid expenses and deposits (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Jun. 30, 2018 | |
Prepaid Expenses And Deposits | ||
Prepaid expenses and deposits | September 30, June 30, 2018 2018 Sundry receivables $ - $$1,721 Deposits, including utility, security deposits 27,140 1,612 $ 27,140 $$3,333 | June 30, June 30, 2018 2017 Sundry receivables $ 1,721 $ 2,190 Deposits, including utility, security deposits 1,612 54,693 $ 3,333 $ 56,883 |
Related party advances and ex_2
Related party advances and expenses (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Jun. 30, 2018 | |
Related Party Advances And Expenses Tables Abstract | ||
Advances from related parties | September 30, June 30, 2018 2018 Advances from its Directors $ 996,620 $ 1,066,278 Advances from related party 808,280 189,795 Advances from holding company 740,091 $ 740,091 Total $ 2,544,991 $ 1,996,164 | June 30, June 30, 2018 2017 Advances from its Directors $ 1,066,278 $ 1,086,254 Advances from related party 189,795 - Advances from holding company 740,091 $ 657,465 Total $ 1,996,164 $ 1,743,719 |
Geographic Segment Reporting (T
Geographic Segment Reporting (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Geographic Segment Reporting Tables Abstract | |
Operating activities information | The following table shows operating activities information by geographic segment for the three ended September 30, 2018 and 2017: Three months ended September 30, 2018 USA Malaysia Total Revenue $ - $ - $ - Depreciation, depletion, amortization and impairment - (2,810 ) (2,810 ) General and administrative expenses (152,334 ) (18,839 ) (171,173 ) Other income (expenses) - (30,057 ) (30,057 ) Net loss $ (152,334 ) $ (51,706 ) $ (204,040 ) Three months ended September 30, 2017 USA Malaysia Total Revenue $ - $ 49,281 $ 49,281 Depreciation, depletion, amortization and impairment - (12,005 ) (12,005 ) General and administrative expenses - (106,075 ) (106,075 ) Other income (expenses) - (27,404 ) (27,404 ) Net loss $ - $ (96,203 ) $ (96,203 ) |
Assets information | The following table shows assets information by geographic segment at September 30, 2018 and June 30, 2018: As of September 30, 2018 USA Malaysia Total Current assets $ 2,778 $ 75,957 $ 78,735 Concession acquisition costs - 230,634 230,634 Property and equipment, net - 29,881 29,881 Total assets $ 2,778 $ 336,472 $ 339,250 As of June 30, 2018 USA Malaysia Total Current assets $ - $ 81,355 $ 81,355 Concession acquisition costs - - - Property and equipment, net - 46,345 46,345 Total assets $ - $ 127,700 $ 127,700 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Income Taxes Tables Abstract | |
Net deferred tax assets | 2018 2017 Deferred tax assets: Impairment of related party receivables 105,600 106,000 Depreciation of Property, Plant and Equipment 7,000 5,200 Impairment of mining expenditures - 20,000 Other 15,000 Net operating loss carryforwards 353,000 215,000 Total long-term deferred tax asset 480,600 346,200 Deferred tax liabilities: Related party liabilities (29,800 ) - Concession acquisition costs (56,800 ) - Total deferred tax liabilities (86,600 ) - Valuation Allowance (394,000 ) (346,200 ) Total Net Deferred Tax Assets - - |
Income tax benefit | 2018 2017 Expected income tax benefit (110,300 ) (126,000 ) Permanent timing differences 39,900 25,000 Other 22,600 Valuation allowance 47,800 101,000 Reported income tax expense (benefit) - - |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Jun. 30, 2018 | |
Motor Vehicles [Member] | ||
Plant and equipment, rate of depreciation | 20.00% | 20.00% |
Office Equipment [Member] | ||
Plant and equipment, rate of depreciation | 33.00% | 33.00% |
Tools and Equipment [Member] | ||
Plant and equipment, rate of depreciation | 33.00% | 33.00% |
Computer and Software [Member] | ||
Plant and equipment, rate of depreciation | 33.00% | 33.00% |
Leasehold Improvements [Member] | ||
Plant and equipment, description for rate of depreciation | Term of lease | Term of lease |
Furniture and Fixtures [Member] | ||
Plant and equipment, rate of depreciation | 33.00% | 33.00% |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jul. 12, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
State of incorporation | Nevada | Malaysia | |||
Date of incorporation | Sep. 5, 2012 | ||||
Cash insured amount | $ 60,000 | $ 62,010 | |||
Exploration expenses | |||||
Impairment of long-lived assets | $ 0 | $ 0 | $ 19,549 | $ 0 | |
potentially diluted common shares outstanding | 45,104 | ||||
GMCI [Member] | |||||
Common stock issuance | 720,802,346 | ||||
Pre-merger issued and outstanding shares | 102.08% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Net loss | $ (204,040) | $ (96,203) | $ (525,393) | $ (525,393) |
Working capital deficit | (2,630,000) | (2,150,000) | ||
Cash on hand | 40,000 | 20,000 | ||
Private Placement [Member] | ||||
Proceeds from private offering of preference shares | $ 70,000 | $ 70,000 |
Advance Payment on Mineral Tr_2
Advance Payment on Mineral Trading - Related Party (Details Narrative) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2018USD ($)Number | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | |
Repayments of related party received | $ 15,164 | $ 132,146 | $ 281,783 | $ 637,915 | |
Gross washed bauxite shipped | Number | 60,000 | ||||
Revenue from bauxite | $ 49,281 | $ 51,534 | $ 32,737 | ||
Net dry weight bauxite of shipped | Number | 49,006 | ||||
Sincere Pacific Mining Sdn. Bhd. [Member] | |||||
Advance payment on mineral trading | $ 614,000 | ||||
Impairment of mineral trading expenses | $ 186,372 | ||||
Minimum [Member] | |||||
Conversion rates to RM | Number | 3.857 | ||||
Maximum [Member] | |||||
Conversion rates to RM | Number | 4.3021 | ||||
Malaysia, Ringgits | |||||
Proceeds from bauxite trading activates after adjustment of certain off set | $ 210,005 | ||||
Malaysia, Ringgits | Tranche Two [Member] | |||||
Repayments of related party received | (300,000) | ||||
Malaysia, Ringgits | Tranche One [Member] | |||||
Repayments of related party received | $ (500,000) |
Plant and Equipment (Details)
Plant and Equipment (Details) - USD ($) | Sep. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Cost | |||
Plant and Equipment Gross | $ 93,127 | $ 79,078 | $ 168,884 |
Accumulated Depreciation | 63,246 | (59,353) | (113,170) |
Plant and Equipment, Net | 29,881 | 19,725 | 55,714 |
Motor Vehicles [Member] | |||
Cost | |||
Plant and Equipment Gross | 15,706 | 16,123 | 96,404 |
Office Equipment [Member] | |||
Cost | |||
Plant and Equipment Gross | 25,722 | 9,885 | 14,642 |
Computer and Software [Member] | |||
Cost | |||
Plant and Equipment Gross | 13,654 | 14,016 | 10,178 |
Tools and Equipment [Member] | |||
Cost | |||
Plant and Equipment Gross | 512 | 526 | 494 |
Furniture and Fixtures [Member] | |||
Cost | |||
Plant and Equipment Gross | $ 37,533 | 38,528 | 34,766 |
Leasehold Improvements [Member] | |||
Cost | |||
Plant and Equipment Gross | $ 12,400 |
Plant and Equipment (Details Na
Plant and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Plant And Equipment Details Narrative Abstract | ||||
Depreciation | $ 2,810 | $ 12,006 | $ 42,018 | $ 41,219 |
Impairment of fixed assets | $ 0 | $ 0 | $ 19,549 | $ 0 |
Advances to Nami Corp (Details
Advances to Nami Corp (Details Narrative) | Jun. 30, 2018USD ($) |
Nami Corp [Member] | |
Amount due from related parties | $ 186,372 |
Prepaid expenses and deposits_2
Prepaid expenses and deposits (Details) - USD ($) | Sep. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Prepaid Expenses And Deposits Details Abstract | |||
Sundry receivables | $ 1,721 | $ 2,190 | |
Deposits, including utility, security deposits | 27,140 | 1,612 | 54,693 |
Prepaid expenses and deposits | $ 12,347 | $ 3,333 | $ 56,883 |
Related party advances and ex_3
Related party advances and expenses (Details) - USD ($) | Sep. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Total | $ 2,544,991 | $ 1,996,164 | $ 1,743,719 |
Advances from its Directors [Member] | |||
Total | 996,620 | 1,066,278 | 1,086,254 |
Advances from related party [Member] | |||
Total | 808,280 | 189,795 | |
Advances from holding company [Member] | |||
Total | $ 740,091 | $ 740,091 | $ 657,465 |
Related party advances and ex_4
Related party advances and expenses (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Office leased space cost | $ 350 | |||
Rent expenses contributed to additional paid in capital | $ 352 | $ 1,400 | ||
Advances received from related parties | 270,276 | 257,672 | 893,748 | |
Repayments of related party advances | $ (15,164) | $ (132,146) | (281,783) | (637,915) |
Expenses paid directly by related party | $ 162,008 | $ 159,386 | ||
Imputed interest rate | 6.50% | 6.50% | 6.50% | 6.50% |
Imputed interest | $ 33,064 | $ 27,404 | $ 100,175 | $ 100,175 |
Related party [Member] | ||||
Advances received from related parties | 618,485 | |||
Repayments of related party advances | (270,276) | |||
Director [Member] | ||||
Repayments of related party advances | $ (15,164) | $ (132,146) |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 3 Months Ended | ||||
Sep. 15, 2016USD ($)ft² | Jul. 25, 2016USD ($)ft² | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | |
Security deposit for rent | $ 43,917 | |||||
Outstanding lease obligations | 139,872 | $ 170,558 | ||||
Utilities deposit | $ 7,320 | |||||
Leasing obligations expense | $ 0 | $ 46,158 | ||||
Lease agreements [Member] | ||||||
Office leased premises of area | ft² | 5,652 | |||||
Term of lease monthly rent | $ 7,242 | |||||
Lease agreements one [Member] | ||||||
Office leased premises of area | ft² | 5,773 | |||||
Term of lease monthly rent | $ 7,397 |
Share Capital (Details Narrativ
Share Capital (Details Narrative) - USD ($) | Jul. 04, 2018 | Aug. 31, 2018 | Sep. 30, 2018 | Jul. 19, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 | 600,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.31 | |||
Common stock, shares issued | 142,692,736 | 720,802,346 | 600,000 | |||
Majority shareholder owning percentage | 50.51% | |||||
Ownership percentage | 100.00% | |||||
Malaysia, Ringgits | ||||||
Common stock, par value | $ 1 | $ 1 | ||||
SBS [Member] | ||||||
Preferred Stock, Dividend Rate, Percentage | 12.00% | |||||
Preferred stock, Par value | $ 0.001 | |||||
Preferred stock, Authorized | 5,000,000,000 | |||||
Preferred shares description | <font style="font: 10pt Times New Roman, Times, Serif">The preferred shares automatically convert to NAMI Corp common shares two years after issuance of not converted earlier at the discretion of the holder at the rate of USD $1.50 on then value translated into USD of each 12% redeemable cumulative preference share.</font></p>" id="sjs-C13"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The preferred shares automatically convert to NAMI Corp common shares two years after issuance of not converted earlier at the discretion of the holder at the rate of USD $1.50 on then value translated into USD of each 12% redeemable cumulative preference share.</font></p> | |||||
Number of preferred shares held | <font style="font: 10pt Times New Roman, Times, Serif">1 for 1 basis</font></p>" id="sjs-C14"><p style="margin: 0"><font style="font: 10pt Times New Roman, Times, Serif">1 for 1 basis</font></p> | |||||
Second subscription [Member] | ||||||
Subscription received | $ 9,078 | |||||
Preference shares percentage | 12.00% | |||||
One investor [Member] | ||||||
Preferred shares description | <font style="font: 10pt Times New Roman, Times, Serif">preferred equity at the time of receipt of the signed subscription in the first quarter of Fiscal 2019.</font></p>" id="sjs-C19"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">preferred equity at the time of receipt of the signed subscription in the first quarter of Fiscal 2019.</font></p> | |||||
Advance amount | $ 59,530 |
Sea Sand Mining Project (Detail
Sea Sand Mining Project (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 30, 2017 | Jun. 30, 2018 | Sep. 30, 2018 | Jun. 30, 2017 | |
Sea Sand Mining Project Abstract | ||||
Concession acquisition costs | $ 236,749 | $ 230,634 | ||
Description for irrevocable right of use | </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The Company currently estimates that the acreage available under the IRU will provide approximately 5 years of sustained mining operations. As part of the IRU, the Company is responsible for all permitting costs (both for mining operation and for the right to sell the mined sand internationally) at both the state and federal levels of all applicable ministries and departments in Malaysia. As compensation for the IRU, the Company is obligated to remit to JHW on a quarterly basis, 25% of the profits from the mining activities, as defined within the agreement. The Company has submitted the required environmental and engineering assessments as part of the permitting process for approximately 383, but has not yet received approval of its submissions. The Company is expecting to receive approval for the rights in 2018 or early 2019. It is required to prepay MYR 500,000, of which SBS funded MYR 100,000 ($24,163) as of September 30, 2018.</font></p> <p style="margin: 0pt; text-align: justify"></p>" id="sjs-B5"><p style="margin: 0pt; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The Company currently estimates that the acreage available under the IRU will provide approximately 5 years of sustained mining operations. As part of the IRU, the Company is responsible for all permitting costs (both for mining operation and for the right to sell the mined sand internationally) at both the state and federal levels of all applicable ministries and departments in Malaysia. As compensation for the IRU, the Company is obligated to remit to JHW on a quarterly basis, 25% of the profits from the mining activities, as defined within the agreement. The Company has submitted the required environmental and engineering assessments as part of the permitting process for approximately 383, but has not yet received approval of its submissions. The Company is expecting to receive approval for the rights in 2018 or early 2019. It is required to prepay MYR 500,000, of which SBS funded MYR 100,000 ($24,163) as of September 30, 2018.</font></p> <p style="margin: 0pt; text-align: justify"></p> | The Company currently estimates that the acreage available under the IRU will provide approximately 5 years of sustained mining operations. As part of the IRU, the Company is responsible for all permitting costs (both for mining operation and for the right to sell the mined sand internationally) at both the state and federal levels of all applicable ministries and departments in Malaysia. As compensation for the IRU, the Company is obligated to remit to JHW on a quarterly basis, 25% of the profits from the mining activities, as defined within the agreement. The Company has obtained the approval to the required environmental and engineering assessments as part of the permitting process for approximately 20 square kilometers. |
Stock Payable (Details Narrativ
Stock Payable (Details Narrative) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($)Number | Jun. 30, 2017USD ($) |
Stock Payable Details Narrative Abstract | |||
Stock payable | $ | $ 59,530 | ||
Number of investor | Number | 1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Deferred tax assets: | ||
Impairment of related party receivables | $ 105,600 | $ 106,000 |
Depreciation of Property, Plant and Equipment | 7,000 | 5,200 |
Impairment of mining expenditures | 20,000 | |
Other | 15,000 | |
Net operating loss carryforwards | 353,000 | 215,000 |
Total long-term deferred tax asset | 480,600 | 346,200 |
Deferred tax liabilities: | ||
Related party liabilities | (29,800) | |
Concession acquisition costs | (56,800) | |
Total deferred tax liabilities | (86,600) | |
Valuation Allowance | (394,000) | (346,200) |
Total Net Deferred Tax Assets |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Taxes Details Abstract | ||||
Expected income tax benefit | $ (110,300) | $ (126,000) | ||
Permanent timing differences | 39,900 | 25,000 | ||
Other | 22,600 | |||
Valuation allowance | 47,800 | 101,000 | ||
Reported income tax expense (benefit) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Taxes Details Narrative Abstract | ||
Cumulative net operating loss carry-forward | $ 147,200 | $ 897,000 |
Cumulative net operating loss carry-forward expiration year | 2,034 | |
Malay statutory federal income tax rate | 24.00% |
Geographic Segment Reporting (D
Geographic Segment Reporting (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue | $ 49,281 | $ 51,534 | $ 32,737 | |
Depreciation, depletion, amortization and impairment | (2,810) | (12,005) | (42,018) | (41,219) |
General and administrative expenses | (171,173) | (106,075) | (345,322) | (416,736) |
Other income (expenses) | (30,057) | (27,404) | (123,898) | (100,175) |
Net loss | (204,040) | (96,203) | $ (525,393) | $ (525,393) |
USA [Member | ||||
Revenue | ||||
Depreciation, depletion, amortization and impairment | ||||
General and administrative expenses | (152,334) | |||
Other income (expenses) | ||||
Net loss | (152,334) | |||
Malaysia [Member] | ||||
Revenue | 49,281 | |||
Depreciation, depletion, amortization and impairment | (2,810) | 12,005 | ||
General and administrative expenses | (18,839) | 106,075 | ||
Other income (expenses) | (30,057) | (27,404) | ||
Net loss | $ (51,706) | $ (96,203) |
Geographic Segment Reporting _2
Geographic Segment Reporting (Details1) - USD ($) | Sep. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Current assets | $ 78,735 | $ 22,840 | $ 253,107 |
Concession acquisition costs | 230,634 | 236,749 | |
Property and equipment, net | 29,881 | 19,725 | 55,714 |
Total assets | 339,250 | 279,314 | $ 308,821 |
USA [Member | |||
Current assets | 2,778 | ||
Concession acquisition costs | |||
Property and equipment, net | |||
Total assets | 2,778 | ||
Malaysia [Member] | |||
Current assets | 75,957 | 81,355 | |
Concession acquisition costs | 230,634 | ||
Property and equipment, net | 29,881 | 46,345 | |
Total assets | $ 336,472 | $ 127,700 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - USD ($) | 1 Months Ended | |||||
Aug. 31, 2018 | Jul. 31, 2018 | Sep. 30, 2018 | Jul. 19, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
Business acquisition ownership percentage | 100.00% | |||||
Advanced to related party | $ 2,544,991 | $ 1,996,164 | $ 1,743,719 | |||
Authorized shares | 5,000,000,000 | 5,000,000,000 | 600,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.31 | |||
Malaysia, Ringgits | ||||||
Common stock, par value | $ 1 | $ 1 | ||||
Subsequent Event [Member] | ||||||
Redeemable cumulative preference shares, percentages | 12.00% | |||||
Amount received from second subscription | $ 10,000 | |||||
Advanced to related party | $ 128,000 | |||||
Common stock, par value | $ 1.50 | |||||
Preferred shares voting rights | 1for 1 | |||||
Subsequent Event [Member] | Malaysia, Ringgits | ||||||
Authorized shares | 50,000,000 | |||||
Price per share | $ 1 | |||||
Subsequent Event [Member] | GMCI [Member] | ||||||
Business acquisition ownership percentage | 100.00% | |||||
Subsequent Event [Member] | Securities Exchange Agreement [Member] | GMCI [Member] | ||||||
Business acquisition issuable number of shares | 720,802,346 | |||||
Common shares issued | 600,000 | |||||
Stock issued and outstanding share percentage | $ 0.501 |