UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended December 31, ~~2021~~2022

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

For the transition period from ____________ to ________________

Commission file number: 000-55276

Verde Resources, Inc.

(Exact name of registrant as specified in its charter)

Nevada

32-0457838

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

~~Block B-5, 20/F, Great Smart Tower, 230 Wanchai Road, Wanchai, Hong Kong~~2 Cityplace Drive, Suite 200, St. Louis, MO 63141

(Address of principal executive offices)

~~(852) 21521223~~(323) 538-5799

(Registrant’s telephone number, including area code)

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)

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

As of February ~~22, 2022~~10, 2023 there were ~~810,742,109~~1,173,576,654 shares of the issuer’s common stock, par value $0.001, outstanding.

VERDE RESOURCES, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, ~~2021~~2022

TABLE OF CONTENTS

Table of Contents

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

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

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

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

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Item Regulation S-X, Rule 10-01(c) Interim Financial Statements, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the six months ended December 31, ~~2021~~2022 are not necessarily indicative of the results that can be expected for the year ended June 30, ~~2022.~~2023.

VERDE RESOURCES, INC.

INDEX TO ~~INTERIM~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD OF ENDED DECEMBER 31, ~~2021~~2022

		Page

Condensed Consolidated Balance Sheets as at December 31, ~~2021~~2022 (Unaudited) and June 30, ~~2021~~2022		F-1

Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months Ended December 31, ~~2021~~2022 and ~~2020~~2021 (Unaudited)		F-2

Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, ~~2021~~2022 and ~~2020~~2021 (Unaudited)		F-3

Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended December 31, ~~2021~~2022 and ~~2020~~2021 (Unaudited)		F-4

Notes to Condensed Consolidated Financial Statements (Unaudited)		F-6

~~Table of Contents~~

~~Verde Resources, Inc.~~

~~Condensed Consolidated Balance Sheets~~

~~(Unaudited)~~

~~(In US$ except for number of shares)~~

As at
December 31,

As at
June 30,

2021

2021

ASSETS

Current Assets

Cash and cash equivalents

$ 1,176,729

$ 2,117,622

Other receivables

0

26,338

Advanced to related party

125,408

6,691

Other deposit & prepayment

117,200

6,137

Total Current Assets

$ 1,419,337

$ 2,156,788

Long Term Assets

Property, plant and equipment

$ 89,967

$ 555

Right of use assets

44,292

60,131

Deposit paid for acquisition of subsidiaries

25,971,555

25,971,680

Deposit paid for acquisition of property, plant and equipment

6,040,000

4,870,000

Total Long Term Assets

$ 32,145,814

$ 30,902,366

TOTAL ASSETS

$ 33,565,151

$ 33,059,154

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable

$ 1,921

$ 2,655

Advanced from related parties

590,353

585,783

Hire purchase creditor

10,440

0

Accrual and other payables

193,170

164,849

Total Current Liabilities

$ 795,884

$ 753,287

Long term Liabilities

Hire purchase creditors

$ 49,593

$ 0

Promissory notes

17,490,876

16,535,942

Total Long Term Liabilities

$ 17,540,469

$ 16,535,942

TOTAL LIABILITIES

$ 18,336,353

$ 17,289,229

STOCKHOLDERS’ DEFICIT

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

0

0

Common stock, par value $0.001, 10,000,000,000 shares authorized, 810,742,109 and 779,742,109 shares issued and outstanding as of December 31, 2021 & June 30, 2021 respectively

$ 810,742

$ 779,742

Additional paid-in capital

21,789,289

20,699,067

Accumulated deficit

(7,562,240 )

(5,913,255 )
Accumulated other comprehensive income (loss)

649,241

646,205

Non-controlled interest

(458,234 )

(441,834 )
Total Stockholders’ Deficit

$ 15,228,798

$ 15,769,925

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$ 33,565,151

$ 33,059,154

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~
~~F-1~~
~~Table of Contents~~
~~Verde Resources, Inc.~~
~~Condensed Consolidated Statements of Operations~~~~and Comprehensive Income~~
~~(Unaudited)~~
~~(In US$ except for number of shares)~~

Three Months Ended
December 31,

Six Months Ended
December 31,

2021

2020

2021

2020

REVENUES

Revenue

$ 0

$ 0

$ 0

$ 0

Cost of revenue

0

0

0

0

Gross profit

0

0

0

0

OPERATING EXPENSES:

Selling, general & administrative expenses

(359,105 )

(34,512 )

(723,101 )

(98,792 )
LOSS FROM OPERATIONS

$ (359,105 )

$ (34,512 )

$ (723,101 )

$ (98,792 )

INTEREST EXPENSES

$ (484,168 )

$ 0

$ (954,934 )

$ 0

OTHER INCOME(EXPENSES)

25

0

12,115

0

NET LOSS BEFORE INCOME TAX

$ (843,248 )

$ (34,512 )

$ (1,665,920 )

$ (98,792 )

Provision of Income Tax

0

0

0

0

NET LOSS

$ (843,248 )

$ (34,512 )

$ (1,665,920 )

$ (98,792 )

Non-controlled interest

12,556

3,688

16,935

6,986

Net loss contributed to the group

(830,692 )

(30,824 )

(1,648,985 )

(91,806 )

Other comprehensive income(loss)

Foreign currency translation income(loss)

$ (5,423 )

$ (87,360 )

$ 3,571

$ (166,760 )

Comprehensive income(loss)

$ (836,115 )

$ (118,184 )

$ (1,645,414 )

$ (258,566 )

Less: Other comprehensive (gain) loss attributable to non-controlling interest

814

13,104

(535 )

25,014

Other comprehensive income (loss) attributable to Verde Resources, Inc.

$ (4,609 )

$ (74,256 )

$ 3,036

$ (141,746 )

Basic and Diluted Profit (Loss) per Common Share

$ (0.00 )*

$ (0.00 ) *

$ (0.00 )*

$ (0.00 )*

Weighted Average Number of Common Shares Outstanding

810,742,109

116,038,909

810,742,109

116,038,909

*Less than $0.01 per share
~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~
~~F-2~~4
Table of Contents

~~Verde Resources, Inc.~~VERDE RESOURCES, INC.
~~Condensed Consolidated Statements of Cash Flows~~UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
~~(Unaudited)~~
(In Currency expressed in United States Dollars (“US$”), except for number of shares)

December 31,
2021

December 31,
2020

Cash flows from operating activities:

Net profit (loss)

$ (1,665,920 )

$ (98,792 )
Adjustments to reconcile loss to net cash used in operation

Amortization

15,585

6,165

Depreciation

5,220

86

Interest expenses

954,934

0

Stock-based compensation

191,222

0

Changes in operating assets and liabilities

(Increase) decrease in:

Other receivables

26,169

0

Other deposits and prepayment

(111,102 )

0

Increase (decrease) in:

Accounts payable

(723 )

(956 )
Accrued liabilities and other payables

28,433

(7,783 )
Advanced from sub-contractor & related parties

12,623

47,251

Net cash used in operating activities

(543,559 )

(54,029 )

Cash flows from investing activities:

Advanced to related party

(118,848 )

0

Payments of deposit paid for property, plant and equipment

(240,000 )

0

Purchase of property, plant and equipment

(31,988 )

0

Net cash used in investing activities

(390,836 )

0

Cash flows from financing activities:

Repayments to hire purchase creditor

(2,610 )

0

Net cash used in financing activities

(2,610 )

0

Net increase (decrease) in cash and cash equivalent

(937,005 )

(54,029 )

Effect of exchange rate changes on cash

(3,888 )

63,244

Net increase (decrease) in cash and cash equivalents

(940,893 )

9,215

Cash and cash equivalents at beginning of year

2,117,622

24,027

Cash and cash equivalents at end of year/ period

$ 1,176,729

$ 33,242

Supplementary cash flow information

Income taxes paid

$ 0

$ 0

Interest paid

$ 0

$ 0

Supplementary non-cash information

Deposit paid for acquisition of property, plant and equipment (note 7)

930,000

0

Purchase of property, plant and equipment under finance lease

(62,643 )

Increase in finance lease liabilities

60,033

0

December 31, 2022

June 30, 2022

ASSETS

Current assets:

Cash and cash equivalents

$ 363,560

$ 418,917

Accounts receivable

16,565

21,028

Inventories

104,462

87,035

Amount due from related party

100

-

Prepayments

595,869

722

Other receivables and deposits

210,414

118,516

Total current assets

1,290,968

646,218

Non-current assets:

Property, plant and equipment, net

2,365,697

1,048,893

Right of use assets, net

693,596

685,714

Mining rights

12,328

27,088

Intangible asset

30,192,771

-

Security deposit

80,000

320,000

Deposit paid for acquisition of subsidiaries

-

25,935,550

Deposit paid for acquisition of property, plant and equipment

5,000,000

5,000,000

Total non-current assets

38,344,392

33,017,245

TOTAL ASSETS

$ 39,635,360

$ 33,663,463

LIABILTIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 48,483

$ 18,211

Accrued liabilities and other payables

392,299

283,656

Finance lease liabilities

169,496

75,224

Operating lease liability

18,975

-

Bank loan

50,000

-

Promissory notes

-

18,484,028

Amount due to director

22,737

-

Amounts due to related parties

893,045

555,527

Total current liabilities

1,595,035

19,416,646

Non-current liabilities:

Finance lease liabilities

686,883

97,900

Operating lease liability

40,335

-

Total non-current liabilities

727,218

97,900

TOTAL LIABILITIES

2,322,253

19,514,546

Commitments and contingencies

-

-

STOCKHOLDERS’ EQUITY

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

-

-

Common stock, $0.001 par value; 10,000,000,000 shares authorized; 1,173,576,654 and 819,188,055 issued and outstanding as of December 31, 2022 and June 30, 2022

1,173,576

819,188

Additional paid-in capital

45,218,582

22,945,190

Accumulated other comprehensive income

731,091

742,459

Accumulated deficit

(9,810,142 )

(10,357,920 )
Stockholders’ equity

37,313,107

14,148,917

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 39,635,360

$ 33,663,463

~~The~~See accompanying notes ~~are an integral part of these~~to unaudited condensed consolidated financial statements.

F-1
Table of contents
VERDE RESOURCES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(Currency expressed in United States Dollars (“US$”), except for number of shares)

Three Months ended December 31,

Six Months ended December 31,

2022

2021

2022

2021

Revenue, net

$ 81,140

$ -

$ 107,452

$ -

Cost of revenue

(31,656 )

-

(79,595 )

-

Gross profit

49,484

-

27,857

-

Operating expenses:

General and administrative

(862,080 )

(359,105 )

(1,672,522 )

(723,101 )
Total operating expenses

(862,080 )

(359,105 )

(1,672,522 )

(723,101 )

LOSS FROM OPERATION

(812,596
)

(359,105
)

(1,644,665
)

(723,101
)

Other (expense) income:

Interest expense

(1,349,548 )

(484,168 )

(1,879,660 )

(954,934 )
Other income

1,878

25

7,653

12,115

Total other expense, net

(1,347,670 )

(484,143 )

(1,872,007 )

(942,819 )

LOSS BEFORE INCOME TAXES

(2,160,266 )

(843,248 )

(3,516,672 )

(1,665,920 )

Income tax expense

-

-

-

-

NET LOSS

(2,160,266 )

(843,248 )

(3,516,672 )

(1,665,920 )

Comprising:

Net loss attributable to noncontrolling interest

-

(12,556 )

-

(16,935 )
Net loss attributable to Verde Resources Inc., shareholders

-

(830,692 )

-

(1,648,985 )

$ (2,160,266 )

$ (843,248 )

$ (3,516,672 )

$ (1,665,920 )

Other comprehensive (loss) income:

– Foreign currency adjustment (loss) income

(91,188 )

(5,423 )

(11,368 )

3,571

Less: other comprehensive (loss) income attributable to non-controlling interest

-

(814 )

-

535

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

(91,188 )

(4,609 )

(11,368 )

3,036

COMPREHENSIVE LOSS

$ (2,251,454 )

$ (848,671 )

$ (3,528,040 )

$ (1,662,349 )

Net loss per share

– Basic

$ 0.00

$ 0.00

$ 0.00

$ 0.00

– Diluted

$ 0.00

$ 0.00

$ 0.00

$ 0.00

Weighted average common shares outstanding

– Basic

867,178,851

810,742,109

867,178,851

810,742,109

– Diluted

867,178,851

810,742,109

867,178,851

810,742,109

See accompanying notes to unaudited condensed consolidated financial statements.
F-2
Table of contents
VERDE RESOURCES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Currency expressed in United States Dollars (“US$”))

Six Months ended December 31,

2022

2021

Cash flows from operating activities:

Net loss

$ (3,516,672 )

$ (1,665,920 )

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

Depreciation of property, plant and equipment

79,907

5,220

Amortization

65,822

15,585

Stock-based compensation

307,457

191,222

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

1,870,972

954,934

Lease interest expense

8,688

-

Gain on disposal of property, plant and equipment

(600 )

-

Changes in operating assets and liabilities:

Accounts receivable

4,489

-

Other receivables, deposits and prepayments

(110,088 )

(84,933 )
Inventories

(17,320 )

-

Accounts payables

30,250

(723 )
Accrued liabilities and other payables

83,991

28,433

Advanced from director

200

-

Advanced from related parties

202,117

12,623

Net cash used in operating activities

(990,787 )

(543,559 )

Cash flows from investing activities:

Proceeds from disposal of property, plant and equipment

23,000

-

Payments of deposit for property, plant and equipment

-

(240,000 )
Advanced to related parties

-

(118,848 )
Net cash flows on acquisition of subsidiary company

1,140

-

Purchase of property, plant and equipment

(469,466 )

(31,988 )
Net cash used in investing activities

(445,326 )

(390,836 )

Cash flows from financing activities:

Repayments to lease liabilities

(26,494 )

(2,610 )
Drawdown of bank loan

100,000

-

Repayment of bank loan

(50,000 )

-

Lease interest paid

(8,688 )

-

Proceeds from issuance of common stock

1,376,280

-

Net cash provided by (used in) financing activities

1,391,098

(2,610 )

Net change in cash and cash equivalent

(45,015 )

(937,005 )

Foreign currency translation adjustment

(10,342 )

(3,888 )

Net change in cash and cash equivalents

(55,357 )

(940,893 )

BEGINNING OF PERIOD

418,917

2,117,622

END OF PERIOD

$ 363,560

$ 1,176,729

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for income taxes

$ -

$ -

Cash paid for interest

$ -

$ -

See accompanying notes to unaudited condensed consolidated financial statements.
F-3
Table of ~~Contents~~contents

~~Verde Resources, Inc.~~
~~Statement of Changes in Stockholders’ Equity (Deficit)~~VERDE RESOURCES, INC.
~~Six months ended December~~UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE SIXMONTHS ENDED DECEMBER 31, 2022 AND 2021 ~~and 2020~~ ~~(Unaudited)~~
(In Currency expressed in United States Dollars (“US$”), except for number of shares)

Common Shares

Additional
Paid-In

Accumulated

Accumulated Other Comprehensive
Income

Non-Controlling

Shares

Amount

Capital

Deficit

(Loss)

Interest

Total

Balance - Ju ne 30, 2020

116,038,909

$ 116,039

$ 2,427,243

$ (5,138,406 )

$ 713,845

$ (411,739 )

$ (2,293,018 )

Net loss for the period

-

0

0

(91,806 )

0

(6,986 )

(98,792 )

Foreign currency translation gain

-

0

0

0

(141,746 )

(25,014 )

(166,760 )

Balance - December 31, 2020

116,038,909

$ 116,039

$ 2,427,243

$ (5,230,212 )

$ 572,099

$ (443,739 )

$ (2,558,570 )

Balance - June 30, 2021

779,742,109

$ 779,742

$ 20,699,067

$ (5,913,255 )

$ 646,205

$ (441,834 )

$ 15,769,925

Shares issued for acquisition

31,000,000

31,000

899,000

0

0

0

930,000

Stock-based compensation

-

0

191,222

0

0

0

191,222

Net loss for the period

-

0

0

(1,648,985 )

0

(16,935 )

(1,665,920 )

Foreign currency translation loss

-

0

0

0

3,036

535

3,571

Balance – December 31, 2021

810,742,109

$ 810,742

$ 21,789,289

$ (7,562,240 )

$ 649,241

$ (458,234 )

$ 15,228,798

No. of shares

Common
Shares
Amount

Shares to
be issued
Amount

Additional
paid-in
capital

Accumulated
other
comprehensive
income

Accumulated
losses

Non-
controlling
interest

Total
stockholders’
equity

Balance as of July 1, 2022

819,188,055

$ 819,188

$ -

$ 22,945,190

$ 742,459

$ (10,357,920 )

$ -

$ 14,148,917

Share issued to service provider

1,500,000

1,500

-

231,000

-

-

-

232,500

Shares to be issued

15,328,029

-

15,328

1,328,872

-

-

-

1,344,200

Net loss for the period

-

-

-

-

-

(1,356,406 )

-

(1,356,406 )
Foreign currency translation adjustment

-

-

-

-

79,820

-

-

79,820

Balance as of September 30, 2022

836,016,084

$ 820,688

$ 15,328

$ 24,505,062

$ 822,279

$ (11,714,326 )

$ -

$ 14,449,031

Shares issued to service provider

3,815,000

3,815

-

639,185

-

-

-

643,000

Shares issued for previously committed private placement

-

15,328

(15,328 )

-

-

-

-

-

Shares issued for private placement

603,181

603

-

52,477

-

-

-

53,080

Shares issued for conversion of promissory note (“PN”)

333,142,389

333,142

-

20,021,858

-

-

-

20,355,000

Net loss for the period

-

-

-

-

(2,160,266 )

-

(2,160,266 )
Foreign currency translation adjustment

-

-

-

-

(91,188 )

-

-

(91,188 )
Fair value adjustment on conversion of PN

-

-

-

-

-

4,064,450

-

4,064,450

Balance as of December 31, 2022

1,173,576,654

$ 1,173,576

$ -

$ 45,218,582

$ 731,091

$ (9,810,142 )

$ -

$ 37,313,107

Balance as of July 1, 2021

779,742,109

$ 779,742

-

$ 20,699,067

$ 646,205

$ (5,913,255 )

$ (441,834 )

$ 15,769,925

Shares issued for acquisition

31,000,000

31,000

-

899,000

-

-

-

930,000

Stock based compensation

-

-

-

96,128

-

-

-

96,128

Net loss for the period

-

-

-

-

-

(818,293 )

(4,379 )

(822,672 )
Foreign currency translation adjustment

-

-

-

-

7,645

-

1,349

8,994

Balance as of September 30, 2021

810,742,109

$ 810,742

$ -

$ 21,694,195

$ 653,850

$ (6,731,548 )

$ (444,864 )

$ 15,982,375

-

Stock based compensation

-

-

-

95,094

-

-

-

95,094

Net loss for the period

-

-

-

-

-

(830,692 )

(12,556 )

(843,248 )
Foreign currency translation adjustment

-

-

-

-

(4,609 )

-

(814 )

(5,423 )

Balance as of December 31, 2021

810,742,109

$ 810,742

$ -

$ 21,789,289

$ 649,241

$ (7,562,240 )

$ (458,234 )

$ 15,228,798

See accompanying notes to unaudited condensed consolidated financial statements.

F-4
Table of ~~Contents~~contents

~~Verde Resources, Inc.~~VERDE RESOURCES, INC.
~~Statement of Changes in Stockholders’ Equity (Deficit)~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
~~Three months ended December~~FOR THE SIX MONTHS ENDED DECEMBER 31, 2022 AND 2021 ~~and 2020~~
~~(Unaudited)~~
(In Currency expressed in United States Dollars (“US$”), except for number of shares)

Common Shares

Additional
Paid-In

Accumulated

Accumulated Other Comprehensive

Non-Controlling

Shares

Amount

Capital

Deficit

Income (Loss)

Interest

Total

Balance - September 30, 2020

116,038,909

$ 116,039

$ 2,427,243

$ (5,199,388 )

$ 646,355

$ (426,947 )

$ (2,436,698 )

Net loss for the period

-

0

0

(30,824 )

0

(3,688 )

(34,512 )

Foreign currency translation loss

-

0

0

0

(74,256 )

(13,104 )

(87,360 )

Balance - December 31, 2020

116,038,909

$ 116,039

$ 2,427,243

$ (5,230,212 )

$ 572,099

$ (443,739 )

$ (2,558,570 )

Balance - September 30, 2021

810,742,109

$ 810,742

$ 21,694,195

$ (6,731,548 )

$ 653,850

$ (444,864 )

$ 15,982,375

Shares issued for share-based compensation

-

0

95,094

0

0

0

95,094

Net loss for the period

-

0

0

(830,692 )

0

(12,556 )

(843,248 )

Foreign currency translation loss

-

0

0

0

(4,609 )

(814 )

(5,423 )

Balance – December 31, 2021

810,742,109

$ 810,742

$ 21,789,289

$ (7,562,240 )

$ 649,241

$ (458,234 )

$ 15,228,798

~~F-5~~
~~Table of Contents~~
~~Verde Resources, Inc.~~
~~Notes to Condensed Consolidated Financial Statements~~
~~For the three and six months ended December 31, 2020 and 2021~~
~~(Unaudited)~~
~~(In US$ except for number of shares)~~
NOTE 1 - ORGANIZATION AND ~~DESCRIPTION OF~~ BUSINESS BACKGROUND

Verde Resources, Inc. (the “We” or “Company” or “VRDR”) was incorporated on April 22, 2010, in the State of Nevada, ~~U.S.A. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is June 30.~~U.S.A..

~~Gold Billion Global Limited (“Gold Billion” or “GBL”) was incorporated~~We currently operate in ~~British Virgin Islands on February 7, 2013. GBL was setup by the Board~~two lines of ~~Directors of Federal Mining Resources Limited (“FMR”). The major operation of GBL is to manage and monitor the mineral~~business: (i) gold exploration and mining ~~projects of FMR.~~
~~On July 1, 2013, FMR has assigned its rights and obligation on~~through Champmark Sdn Bhd (“CSB”) to GBL. Four of the five members of CSB Board of Directors were appointed by FMR, with two of the GBL Board of Directors currently sitting on the CSB Board. According to ASC 810-05-08 A, CSB is a deemed subsidiary of GBL where it has controlled the CSB Board of Directors, has assigned rights to receive future benefits and residual value, and obligation to absorb loss and finance for CSB by GBL. GBL has the power to direct the activities of CSB that most significantly impact CSB’s economic performance and the obligation to absorb losses of CSB that could potentially be significant to the CSB or the right to receive benefits from CSB that could potentially be significant to CSB. GBL is the primary beneficiary of CSB because it has been assigned with all relevant rights and obligation and can direct the activities of CSB through the common directors and the 85% shareholder, FMR. Under 810-23-42, 43, it is determined that CSB is de-facto agent of GBL and GBL is the de-facto principal of CSB. GBL started to consolidate CSB from July 1, 2013 and the Company consolidated GBL and CSB from October 25, 2013 onwards.
On February 17, 2014, the Company entered into a Supplementary Agreement to the Assignment Agreement and completed an acquisition of GBL pursuant to the Supplementary Agreement. The acquisition was a reverse acquisition in accordance with ASC 805-40 “Reverse Acquisitions”. The legal parent was VRDR which was the accounting acquiree while GBL was the accounting acquirer. There was a 15% non-controlling interest of Champmark SDN BHD (“CSB”) after the acquisition. This transaction was accounted for as a recapitalization effected by a share exchange, wherein GBL with its 85% deemed subsidiary CSB was considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.
As a result of the acquisition, the Company holds 100% equity interest in GBL and 85% variable interest in CSB. Our consolidated subsidiaries include GBL being our wholly-owned subsidiary and 85% of CSB being a variable interest entity (VIE) and deemed subsidiary of GBL.
On March 17, 2014, the Company through GBL and its deemed subsidiary CSB entered into a Sub-Contract Agreement with Borneo Oil & Gas Corporation Sdn Bhd (“BOG”) for the engagement of its sub-contractor services to carry out exploration and exploitation works on alluvial and lode gold resources at Site IV-1 of the Merapoh Mine. The Sub-Contract Agreement is for a period of 5 years with a renewal for another 5 years subject to review by both parties. BOG is a wholly-owned subsidiary of Borneo Oil Berhad (BOB) which is listed on the main market of Kuala Lumpur Stock Exchange. BOG being a local company in Malaysia provides the Company with the advantage of local knowledge and well-established connection in dealing with the relevant local authorities in our mining operations.
~~On April 1, 2014, GBL purchased 85% equity interest of CSB, and CSB became indirect subsidiary of the Company.~~
Effective February 2, 2018, the Company’s Articles of Incorporation were amended to increase the authorized shares of the Company from 250,000,000 shares of common stock to 10,000,000,000 shares of common stock. A copy of the Certificate of Amendment was filed with the Nevada Secretary of State.
Effective February 20, 2021, Mr. Chen Ching was appointed Director of the Company and the entire Board of Directors now consists of Mr. Balakrishnan B S Muthu and Mr. Chen Ching. The SC 14F1 and Form 8-K announcing the change in officers and directors were filed with SEC on February 10, 2021 and February 22, 2021 respectively.
Effective March 31, 2021, Mr. Carl M. Craven was appointed Director of the Company and the entire Board of Directors now consists of Mr. Balakrishnan B S Muthu, Mr. Chen Ching and Mr. Carl M. Craven. The Form 8-K announcing the change in officers and directors were filed with SEC on April 1, 2021.
On May 10, 2021, the Company announced the Sale and Purchase Agreement to acquire the assets of biofraction plant and the right to use intellectual propertylicense in Sabah, Malaysia from Borneo Energy SdnBhd, in consideration of issuance of 166,666,667 share of the Company’s stock at $0.03 per share, valued at $5,000,000. 135,666,667 shares and 31,000,000 shares were issued on May 10, 2021 and July 1, 2021, respectively. The completion of the S&P Agreement is subject to all such acts necessary, including but not limited to due diligence exercise to ascertain the valuation of the assets of the biofraction plant and the right to use the licensed intellectual property in Sabah, Malaysia. The consideration shall be refundable if the transaction fails to complete. The Company also announced the Share Sale Agreement on May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an unrelated third party, and other individuals unrelated third parties, in consideration of issuance of 321,500,000 shares of the Company’s restricted common stock at $0.03per share, valued at $9,645,000, and the issuance of promissory notes with two-year term period with a principal amount of $20,355,000.
321,500,000 shares were issued on May 12, 2021 and the promissory notes were issued on May 12, 2021. The face value (principal) amount of $20,355,000 is repayable by May 12, 2023, and bearing zero coupon interest. The promissory note is priced at $16,290,550 considering the current market interest rate. This acquisition is currently in progress and the completion of the S&P Agreement is subject to all such acts necessary, including but not limited to auditing and due diligence exercise to ascertain the valuation of Bio Resources Limited. The consideration shall be refundable if the transaction fails to complete.
~~F-6~~
~~Table of Contents~~
On June 9, 2021, the Company entered into a Settlement of Debt Agreement (the “Debt Settlement Agreement”) with the Company’s creditors Beijing Changxin Wanlin Technology Co., Ltd, Federal Mining Resources Ltd, Federal Capital Investment Limited and Yorkshire Capital Limited (collectively the “Creditors”) to convert a total of USD1,945,096 of the Company’s accounts payable to the Creditors into equity by increasing the share capital by means of a subscription for 64,836,533 new restricted shares of the Company’s common stock at a subscription price of $0.03 per share. As set out in the Debt Settlement Agreements, the new restricted shares for settlement of the account payable to Beijing Changxin Wanlin Technology Co., Ltd, Federal Mining Resources Ltd and Federal Capital Investment Limited issued to their nominee Internet.com Ltd on June 9, 2021.
On June 11, 2021, GBL entered into a Sale and Purchase of Assets Agreement (the “SPA Agreement”) to purchase a factory site from a Malaysia company Segama Ventures SdnBhd (“Segaman Ventures”), an unrelated third party, in order to expand the Company’s biofraction plant in Malaysia. Under the terms of the SPA Agreement, the acquisition is satisfied by cash payment of $1,600,000 in two instalments of $800,000 each, one payment upon signing the SPA Agreement, and the second payment within three (3) months from the date of the SPA Agreement. A deposit of $800,000 was paid to Segaman Ventures on June 10, 2021. This acquisition is currently in progress and the completion of the S&P Agreement is subject to all such acts necessary, including but not limited to due diligence exercise to ascertain the valuation of factory site. The consideration shall be refundable if the transaction fails to complete.
~~On June 17, 2021, the Company through its prospective indirect subsidiary Bio Resources Limited (“BRL”)~~Sdn. Bhd., a ~~company incorporated under the laws of the Labuan, entered into a Shares Sale Agreement with HermalisBintiMohmad Tahir~~Malaysian corporation (“~~Hermalis”~~CSB”)~~, a company incorporated under the laws of the Malaysia, to acquire the entire issued~~; and paid-up share capital of Global Renewables. Under the terms of the Shares Sale Agreement, the consideration for the acquisition shall be satisfied in full by the payment of Malaysia Ringgit MYR 25,000 upon the execution of the Shares Sale Agreement. The acquisition of Global Renewables was subject to the successful completion of the acquisition of the entire issued(ii) production and ~~paid-up share capital of BRL. Therefore, the acquisition of Global Renewables will dependent upon the successful acquisition of BRL.~~
On June 18, 2021, GBL entered into a Shares Sale Agreement with Lamax Gold Limited (“LGL”), a company incorporated under the laws of the British Virgin Islands, in relation to acquisition of the remaining 15% of the issued and paid-up share capital of CSB. Prior to this acquisition, GBL owned 85% equity in CSB. Upon completion of the acquisition, GBL would own the entire issued and paid-up share capital of CSB. Under the terms of the Shares Sale Agreement, the consideration for the acquisition shall be satisfied in full by the payment of Malaysia Ringgit MYR 150,000 ($36,130) upon the execution of the Shares Sale Agreement. This acquisition is currently in progress and the completion of the S&P Agreement is subject to all such acts necessary, including but not limited to auditing and due diligence exercise to ascertain the valuation of 15% of the issued and paid-up share capital of CSB. A deposit of MYR 150,000 ($36,130) was paid to LGL on June 21, 2021. The consideration shall be refundable if the transaction fails to complete.
Verde Renewables, Inc. (“VRI”) was incorporated on August 10, 2021, in the State of Missouri, U.S.A. The major operation of VRI will include management of a processing and packaging facility to process organic bio-waste into sourcesdistribution of renewable commodities ~~using its biofraction technology, and distribution of biochar, wood vinegar and bio-gas. VRI is wholly owned by the Company.~~
through Verde ~~Estates LLC (“VEL”) was incorporated on August 10, 2021, in the State of Missouri, U.S.A. VEL is formed for the purpose of holding property in Missouri. VEL is wholly owned by VRI.~~
~~Verde Life Inc. (“VLI”) was incorporated on November 15, 2021, in the State of Oregon, U.S.A. The major operation of VLI will include conducting business~~Resources (Malaysia) Sdn. Bhd., a Malaysian corporation. We intend to develop operations in the distribution of THC-free cannabinoid ~~(CBD) products. VLI is wholly owned by~~products through Verde Life Inc., an Oregon corporation. We are also considering investment opportunities in other non-mining areas including the ~~Company.~~bioenergy industry, real properties and the food & beverage sector.

~~On January 17, 2022,~~The Company currently is engaged in the ~~Company formed a wholly owned subsidiary, Verde Resources (Malaysia) Sdn Bhd, a company incorporated under the laws~~sale of ~~the Malaysia, for the purpose~~gold mineral, distribution of ~~conducting consultation services~~THC-free cannabinoid (CBD) products, production and distribution of renewable ~~agricultural commodities.~~commodities and real property holding.

~~On January 20,~~As of December 31, 2022, the Company has ~~reached a mutual agreement to enter into a Supplement to Promissory Note with each of~~ the 17 lenders (“Lenders”) of the promissory notes that were issued on May 12, 2021, to convert the total principal loan amount of $20,355,000 into shares of the Company’s restricted common stock priced at $0.0611 per share, which represents the last ninety (90) days’ volume weighted average price (VWAP) as of the market closing of January 19, 2022. The Company and the Lenders further agreed that the actual date for the allotment and issue of new shares of the Company’s restricted common stock shall be confirmed in a subsequent written agreement.
~~F-7~~
~~Table of Contents~~
~~NOTE 2~~ following subsidiaries:- ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~
~~Condensed Consolidated Financial Statements~~
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The results of operations for the periods ended December 31, 2021 are not necessarily indicative of the operating results for the full years.
~~Basis of Presentation~~
The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP). These condensed consolidated financial statements are expressed in United States dollars ($). Financial statements prepared in accordance with GAAP contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. These condensed consolidated audited financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.
~~Basis of Consolidation~~
The condensed consolidated financial statements include the financial statements of Verde Resources, Inc., its wholly owned subsidiary Gold Billion Global Limited (“GBL”) and the 85% of the deemed subsidiary variable interest of Champmark SDN BHD (“CSB”). All inter-company balances and transactions between the Company and its subsidiary and variable interest entity (VIE) have been eliminated upon consolidation.
The Company has adopted ASC Topic 810-10-5-8, “Variable Interest Entities”, which requires a variable interest entity or VIE to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns.
~~Variable Interest Entity~~
~~On July 1, 2013, the Company’s subsidiary, GBL entered into a series of agreements (“VIE agreements”) with FMR and details of the VIE agreements are as follows :~~

Company name
1.
~~Management Agreement, FMR entrusted the management rights~~
Place of ~~its subsidiary CSB to GBL that include:~~incorporation
Principal activities
and place of operation
Effective interest
held

i)
~~management and administrative rights over the day-to-day business affairs of CSB and the mining operation at Site IV-1 of the Merapoh Gold Mine;~~
Verde Resources Asia Pacific Limited (“VRAP”) (fka Gold Billion Global Limited)

~~ii)~~
~~final right for the appointment of members to the Board of Directors and the management team of CSB;~~
British Virgin Islands

~~iii)~~
~~act as principal of CSB;~~
Investment holding

~~iv)~~
~~obligation to provide financial support to CSB;~~
v)
~~option to purchase an equity interest in CSB;~~
~~vi)~~
~~entitlement to future benefits and residual value of CSB;~~
~~vii)~~
~~right to impose no dividend policy;~~
~~viii)~~
~~human resources management.~~100%

Verde Resources (Malaysia) Sdn Bhd (“VRSB”)
Malaysia
Provision of consultation service and distribution of renewable agricultural commodities
100%

2.
~~Debt Assignment, FMR assigned to GBL the sum~~
Verde Renewables, Inc. (“VRI”)
State of ~~money in the amount~~Missouri, U.S.A.
Management of ~~US Dollars One Hundred Nine Thousand Eight Hundred One And Cents Seventy-Two Only (US$ 109,801.72), now due to GBL from CSB under the financing obligation from the FMR to CSB.~~a processing and packaging facility
100%
Verde Life Inc. (“VLI”)
State of Oregon, U.S.A.
Distribution of THC-free cannabinoid (CBD) products
100%
Champmark Sdn Bhd (“Champmark”)
Malaysia
Mining of minerals
100%
The Wision Project Sdn Bhd (“Wision”)
Malaysia
Digital innovation, marketing & consulting service, PR, branding, influencer marketing, event management and media relations services
100%
Verde Estates LLC (“VEL”)
State of Missouri, U.S.A.
Holding real property
100%
Bio Resources Limited (“BRL”)
Labuan, Malaysia
Provision of proprietary pyrolysis technology and investment holding
100%*

~~With the above agreements, GBL demonstrates~~* The acquisition of BRL was completed on October 12, 2022.
The Company and its ~~ability~~subsidiaries are hereinafter referred to ~~control CSB~~ as ~~the primary beneficiary and the operating results of the VIE was included in the~~(the “Company”).
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial ~~statements.~~
~~On April 1, 2014,~~statements reflect the ~~Board~~application of ~~Director of GBL notified FMR upon~~certain significant accounting policies as described in this note and elsewhere in the ~~decision to exercise the right of option to purchase 85% equity interest of CSB under Management Agreement Section 3.2.4 dated July 1, 2013 between GBL~~accompanying unaudited condensed consolidated financial statements and ~~FMR. This acquisition was completed on April 1, 2014 with consideration of US$1. GBL then became 85% shareholder of CSB and is required to consolidate CSB as a subsidiary.~~
On June 18, 2021, GBL entered into a Shares Sale Agreement to acquire the remaining 15% of the issued and paid-up share capital of CSB. GBL would own the entire issued and paid-up share capital of CSB upon completion of the acquisition.notes.

·
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.
~~F-8~~F-5
Table of ~~Contents~~contents

~~Use~~In the opinion of ~~Estimates~~management, the condensed consolidated balance sheet as of June 30, 2022 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended December 31, 2022 are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, 2023 or for any future period.
These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended June 30, 2022, filed with the SEC on November 4, 2022.
·
Use of Estimates and Assumptions

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

The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business slowdowns or shutdowns, depress demand for the Company’s business, and adversely impact its results of operations. The Company expects uncertainties around its key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic. Its estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in its consolidated financial statements.
Identified below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the Company believes are the most critical to fully understanding and evaluating itsIn preparing these unaudited condensed consolidated financial ~~statements.~~statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates.

·
Basis of Consolidation
~~Cash~~
The unaudited condensed consolidated financial statements include the financial statements of Verde Resources, Inc. and ~~Cash Equivalents~~its subsidiaries. All significant inter-company balances and transactions within the Company and its subsidiaries have been eliminated upon consolidation. The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair market values at the acquisition date.

·
Segment Reporting
~~Cash~~
Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and ~~cash equivalents include cash~~major customers in ~~banks, money market funds, and certificates of term deposits with maturities of less than three months, which are readily convertible to known amounts of cash and which,~~consolidated financial statements. Currently, the Company operates in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $1,176,729 and $2,117,622 in cash and cash equivalents at December 31, 2021 and June 30, 2021, respectively.four reportable operating segments.

~~Concentrations of Credit Risk~~
·
Concentrations of Credit Risk

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

~~Risks and Uncertainties~~
·
Risks and Uncertainties

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

·
Cash and Cash Equivalents
~~Property, plant~~
Cash and ~~equipment~~cash equivalents are carried at cost and represent cash in banks, money market funds, and certificates of term deposits with maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $363,560 and $418,917 in cash and cash equivalents at December 31, 2022 and June 30, 2022.

~~Property, plant~~At December 31, 2022 and ~~equipment are stated at cost. The straight-line depreciation method is used to compute depreciation over the estimated useful lives~~June 30, 2022, cash and cash equivalents consisted of ~~the assets with a 5% estimated residual values, as follows:~~bank deposits and petty cash on hands.

·
~~Useful Lives~~
~~Long Term Assets~~
~~3-6 years~~
~~Machinery~~
~~5 years~~
~~Furniture, fixture and electronic equipment~~
~~3 years~~
Accounts Receivable
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterment which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of income and other comprehensive income in other income or expenses.
~~Accounts Receivable~~

Accounts receivable are recognized and carried at net realizable value. An allowance for doubtful accounts will be recorded in the period when a loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging, ongoing business relation and other factors. Accounts are written off after exhaustive efforts at collection. If accounts receivable are to be provided for, or written off, they would be recognized in the consolidated statement of operations within operating expenses. At December 31, ~~2021~~2022 and June 30, ~~2021,~~2022, the Company has no allowance for doubtful accounts, as per management’s judgment based on their best knowledge. As of December 31, ~~2021~~2022 and June 30, ~~2021,~~2022, the longest credit term for certain customers are 60 days.

~~Provision for Doubtful Accounts~~
The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables and reviews accounts receivable by amounts due by customers which are past due to identify specific customers with known disputes or collectability issues. In determining the amount of the reserve, the Company makes judgments about the creditworthiness of customers based on past collection experience and ongoing credit risk evaluations. As of December 31, 2021 and June 30, 2021 there was no allowance for doubtful accounts.
~~Fair Value~~
~~ASC Topic 820~~~~”Fair Value Measurement and Disclosures”~~ establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
~~F-9~~F-6
Table of ~~Contents~~contents

·
Inventories
~~These tiers include:~~
Inventories are stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. Costs include material, labor and overhead costs. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand.
As of December 31, 2022 and June 30, 2022, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs.
·
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

●
~~Level 1—defined as observable inputs such as quoted prices in active markets;~~Expected useful life
Land and buildings

●3-27.5 years
~~Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and~~
Plant and machinery

●5-7 years
~~Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.~~
Office equipment
3 years
Project equipment
5 years
Computer
5 years
Motor vehicle
5 years
Furniture & fittings
5 years

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterment which substantially extend the useful life of assets are capitalized. The ~~Company’s financial instruments consist~~cost and related accumulated depreciation of ~~cash~~assets retired or sold are removed from the respective accounts, and ~~cash equivalents, trade receivables,~~any gain or loss is recognized in the unaudited condensed consolidated statements of income and other ~~receivables, payables, and short term and long term debt. The carrying values of cash and cash equivalents, trade receivables,~~comprehensive income in other ~~receivables, and payables approximate their~~income or expenses.
·
Intangible assets
Intangible assets acquired from third parties are measured initially at fair value, ~~due~~with finite lives of 10 years, which are reviewed for indicators of impairment at least annually. These intangible assets are to ~~their short maturities. The~~be amortized over these estimated useful lives on a straight-line basis, upon the success of its commercial operation.
·
Impairment of Long-lived Assets
In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property and equipment and intangible assets owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying ~~value~~amount of ~~long term debt approximates~~an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of ~~debt~~the assets.
·
Revenue Recognition
ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of ~~similar terms~~revenue and ~~remaining maturities available~~cash flows arising from the entity’s contracts to ~~the company.~~provide goods or services to customers.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
·
identify the contract with a customer;
·
identify the performance obligations in the contract;
·
determine the transaction price;
·
allocate the transaction price to performance obligations in the contract; and
·
recognize revenue as the performance obligation is satisfied.
F-7
Table of contents
Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s ~~non-financial assets~~contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct.
Product sales
Revenues from product sales are ~~measured~~recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.
Revenues from product sales are recorded net of reserves established for applicable discounts and allowances that are offered within contracts with the Company’s customers.
Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the following categories: discounts, returns and rebates. These reserves are based on ~~a recurring basis. These non-financial assets are measured for impairment annually~~estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable as the amount is payable to the Company’s ~~measurement date~~customer.
Gold mining
Revenue from the sales of gold mineral or other minerals to registered gold trading companies or other customers in Malaysia is recognized as revenue in accordance with the following core principles: at the ~~reporting unit level using Level 3 inputs. For most assets, ASC 820 requires that~~time of gold or minerals sales, the ~~impact~~contract with customers and the performance obligations are identified. The transaction and selling price is determined by the prevailing market value of ~~changes resulting from its application~~gold bullion quoted by the leading registered gold trading company in Malaysia or at an agreed price. Sales invoice will be ~~applied prospectively in~~prepared to reflect the ~~year in which~~proper transaction price based on the ~~statement~~performance obligation allocation. After delivery is ~~initially applied.~~completed and the performance obligation is satisfied, sales invoice will be presented to the customers and so revenue is then recognized accordingly.

The Company’s non-financial assets measured on a non-recurring basis include the Company’s property, plant and equipment and finite-use intangible assets which are measured for recoverability when indicators for impairment are present. ASC 820 requires companies to disclose assets and liabilities measured on a non-recurring basis in the period in which the re-measurement at fair value is performed.
~~Leases~~
·
Leases

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

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

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

The Company recognized no impairment of ROU assets as of December 31, ~~2021~~2022 and June 30, ~~2021.~~2022.

The operating lease is included in operating lease right-of-use assets ~~operating lease liabilities-current~~ and operating lease ~~liabilities-non-current~~liabilities as current and non-current liabilities in the
unaudited condensed consolidated balance sheets at December 31, ~~2021~~2022 and June 30, ~~2021.~~2022.

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

·
Income Taxes
~~Foreign Currency Translation~~
The Company adopted the ASC Topic 740, Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the unaudited condensed consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the unaudited condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.
F-8
Table of contents
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.
Uncertain Tax Positions
The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC Topic 740 provisions of Section 740-10-25 for the three and six months ended December 31, 2022 and 2021.
·
Foreign Currencies Translation

The Company’s reporting currency is the United States dollar (“$US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in United States dollars. ~~The~~In addition, some of the Company’s ~~functional~~subsidiaries operating in Malaysia maintain their books and records in the local currency, ~~is the~~ Malaysian Ringgit (“MYR”) which is atheir functional currency, as being the primary currency of the economic environment in which their operations are conducted.
In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic ~~830~~830-30, “”Translation of Financial ~~Statements”~~Statement”, ~~capital accounts of~~using the ~~consolidated financial statements are~~exchange rate on the balance sheet date. Shareholders’ equity is translated ~~into United States dollars from MYR at their~~using the historical ~~exchange rates when the capital transactions occurred. Assets~~rates. Revenues and ~~liabilities~~expenses are translated at ~~the exchange~~average rates ~~as of balance sheet date. Income and expenditures are translated at~~prevailing during the ~~average exchange rate of the respective~~ year. The gains and losses resulting ~~exchange differences~~from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in ~~the consolidated statement of operations.~~stockholder’s equity.

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

December 31, 2022

December 30, 2021

Period-end MYR:US$ exchange rate

0.22715

0.24004

Average period MYR:US$ exchange rate

0.22102

0.23931

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

~~Balance sheet items, except for equity accounts~~·
~~June 30, 2021~~
~~RM 4.1511 to 1~~
~~September 30, 2021~~
~~RM 4.1876 to 1~~
~~December 31, 2021~~
~~RM 4.1667 to 1~~
~~Statement of operations and cash flow items~~
~~For the six months ended December 31, 2020~~
~~RM 4.1339 to 1~~
~~For the six months ended December 31, 2021~~
~~RM 4.1789 to 1~~
~~F-10~~
~~Table of Contents~~Net Loss per Share

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

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

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

~~Comprehensive Income~~
Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. Comprehensive income includes net income and the foreign currency translation changes.
~~Related Party~~
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation.
~~Non-controlling Interest~~
The Company’s non-controlling interest represents the minority shareholder’s ownership interest related to the Company’s subsidiary, CSB. The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the Consolidated Balance Sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common shareholders on the face of the Consolidated Statements of Operations. The Company’s equity interest in CSB is 85.0% and the non-controlling stockholder’s interest is 15%. This is reflected in the Consolidated Statements of Equity.
~~Mineral Acquisition and Exploration Costs~~
The Company has been primarily engaged in the acquisition, exploration, and development of mining properties. The Company was no longer considered an exploration stage company after the reverse take-over with its subsidiary GBL.
·
Mineral Acquisition and Exploration Costs

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

F-9
Table of contents
~~Environmental Expenditures~~
·
Environmental Expenditures

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

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

·
Related Parties
The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.
Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
·
Commitments and Contingencies
The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
F-10
Table of contents
·
Fair Value of Financial Instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:
Level 1
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3
Pricing inputs that are generally observable inputs and not corroborated by market data.
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, prepayments and other receivables, accounts payable, accrued liabilities and other payables, loans payable, and amounts due to related parties approximate their fair values because of the short maturity of these instruments.
·
Recent Accounting Pronouncements
During the period ended December 31, 2022, there have been no new, or existing, recently issued accounting pronouncements that are of significance, or potential significance, that impact the Company’s unaudited condensed consolidated financial statements.
NOTE 3 - GOING CONCERN UNCERTAINTIES
The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The Company has generated recurring losses and suffered from an accumulated deficit of $9,810,142 at December 31, 2022. The continuation of the Company as a going concern in the next twelve months is dependent upon the Company pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.
The ability of the Company to survive is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings, and related party loans.
No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.
These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.
NOTE 4 – BUSINESS SEGMENT INFORMATION
Currently, the Company has five reportable business segments:
(i)
Gold mineral mining;
(ii)
Distribution of THC-free cannabinoid (CBD) products;
(iii)
Production and distribution of renewable commodities;
(iv)
Holding of real property; and
(v)
Licensor of proprietary pyrolysis technology
F-11
Table of ~~Contents~~contents

~~Revenue Recognition~~In the following table, revenue is disaggregated by primary major product line, and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the reportable segments for the three and six months ended December 31, 2022 and 2021:

The Company recognizes revenues when its customers obtain control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identifies contract(s) with a customer; (ii) identifies the performance obligations in the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenues when (or as) it satisfies the performance obligation.

Three Months ended December 31, 2022

Gold
mineral
mining

Distribution
of THC-free
cannabinoid
(CBD)
products

Production
and
distribution
of renewable
commodities

Holding
property

Licensor of
proprietary
pyrolysis
technology

Corporate
unallocated

Consolidated

Revenue

$ -

$ -

$ 55,921

$ 21,171

$ -

$ 4,048

$ 81,140

Cost of revenue

-

-

(31,202 )

-

-

(454 )

(31,656 )
Gross profit

-

-

24,719

21,171

-

3,594

49,484

Selling, general & administrative expenses

(60,396 )

(2,550 )

(503,630 )

(63,797 )

(653 )

(231,054 )

(862,080 )
Loss from operations

(60,396 )

(2,550 )

(478,911 )

(42,626 )

(653 )

(227,460 )

(812,596 )
Interest expenses

-

-

(4,803 )

-

-

(1,344,745 )

(1,349,548 )
Other income

281

-

636

-

-

961

1,878

Loss before income tax

(60,115 )

(2,550 )

(483,078 )

(42,626 )

(653 )

(1,571,244 )

(2,160,266 )
Income tax

-

-

-

-

-

-

-

Net loss

$ (60,115 )

$ (2,550 )

$ (483,078 )

$ (42,626 )

$ (653 )

$ (1,571,244 )

$ (2,160,266 )

Total assets at December 31, 2022

$ 29,169

$ 315,929

$ 1,685,244

$ 1,253,068

$ 30,202,975

$ 6,148,975

$ 39,635,360

Revenues are recognized when control of the promised goods or services is transferred to the customers, which may occur at a point in time or over time depending on the terms and conditions of the agreement, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
~~Gold mining~~
The Company derives revenues primarily from the sales of gold mineral or other minerals to registered gold trading companies or other customers in Malaysia. The Company generally recognizes its revenues in accordance with the following core principles: at the time of gold or minerals sales, the contract with customers and the performance obligations are identified. The transaction and selling price is determined by the prevailing market value of gold bullion quoted by the leading registered gold trading company in Malaysia or at an agreed price. Sales invoice will be prepared to reflect the proper transaction price based on the performance obligation allocation. After delivery is completed and the performance obligation is satisfied, sales invoice will be presented to the customers and so revenue is then recognized accordingly.
~~Product sales~~
Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.
~~Revenues from product sales are recorded net of reserves established for applicable discounts and allowances that are offered within contracts with the Company’s customers.~~
Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the following categories: discounts, returns and rebates. These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable as the amount is payable to the Company’s customer.
~~Income Taxes~~
~~The provision for income taxes is determined in accordance with the provisions of ASC Topic 740,~~~~”Accounting for Income Taxes”~~(“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. As of December 31, 2021 and June 30, 2021, the Company did not have any significant unrecognized uncertain tax positions.
~~Recent Accounting Pronouncements~~
~~Recently Adopted Accounting Standards~~
In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions and enhances and simplifies various aspects of the income tax accounting guidance in ASC 740. ASU 2019-12 was effective July 1, 2021. The adoption of ASU 2019-12 did not have any impact on the Company’s consolidated financial statement presentation or disclosures.
In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. The Company adopted ASU 2020-06 effective July 1, 2021. The adoption of ASU 2020-06 did not have any impact on the Company’s consolidated financial statement presentation or disclosures.

Three Months ended December 31, 2021

Gold
mineral
mining

Distribution
of THC-free
cannabinoid
(CBD)
products

Production
and
distribution
of renewable
commodities

Holding
property

Corporate
unallocated

Consolidated

Revenue

$ -

$ -

$ -

$ -

$ -

$ -

Cost of revenue

-

-

-

-

-

-

Gross profit

-

-

-

-

-

-

Selling, general & administrative expenses

(66,093 )

(1,755 )

(17,640 )

(92,254 )

(181,363 )

(359,105 )
Loss from operations

(66,093 )

(1,755 )

(17,640 )

(92,254 )

(181,363 )

(359,105 )
Interest expenses

-

-

-

-

(484,168 )

(484,168 )
Other income

25

-

-

-

-

25

Loss before income tax

(66,068 )

(1,755 )

(17,640 )

(92,254 )

(665,531 )

(843,248 )
Income tax

-

-

-

-

-

-

Net loss

$ (66,068 )

$ (1,755 )

$ (17,640 )

$ (92,254 )

$ (665,531 )

$ (843,248 )

Total assets as December 31, 2021

$ 66,732

$ 150,975

$ -

$ 465,267

32,882,177

$ 33,565,151

F-12
Table of ~~Contents~~contents

~~Recently Issued But Not Yet Adopted Accounting Pronouncements~~

Six Months ended December 31, 2022

Gold
mineral
mining

Distribution
of THC-free
cannabinoid
(CBD)
products

Production
and
distribution
of renewable
commodities

Holding
property

Licensor of
proprietary
pyrolysis
technology

Corporate
unallocated

Consolidated

Revenue

$ -

$ -

$ 79,265

$ 23,221

$ -

$ 4,966

$ 107,452

Cost of revenue

-

-

(78,629 )

-

-

(966 )

(79,595 )
Gross profit

-

-

636

23,221

-

4,000

27,857

Selling, general & administrative expenses

(107,456 )

(2,575 )

(1,002,409 )

(87,250 )

(653 )

(472,179 )

(1,672,522 )
Loss from operations

(107,456 )

(2,575 )

(1,001,773 )

(64,029 )

(653 )

(468,179 )

(1,644,665 )
Interest expenses

-

-

(8,688 )

-

-

(1,870,972 )

(1,879,660 )
Other income

6,056

-

636

-

-

961

7,653

Loss before income tax

(101,400 )

(2,575 )

(1,009,825 )

(64,029 )

(653 )

(2,388,190 )

(3,516,672 )
Income tax

-

-

-

-

-

-

-

Net loss

$ (101,400 )

$ (2,575 )

$ (1,009,825 )

$ (64,029 )

$ (653 )

$ (2,388,190 )

$ (3,516,672 )

Total assets at December 31, 2022

$ 29,169

$ 315,929

$ 1,685,244

$ 1,253,068

$ 30,202,975

$ 6,148,975

$ 39,635,360

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016-13”), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 is to be adopted on a modified retrospective basis. As a smaller reporting company, ASU 2016-13 will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022. The Company is currently evaluating the impact that the adoption of ASU 2016-13 will have on its consolidated financial statement presentations and disclosures.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 of the two-step goodwill impairment test, under which a goodwill impairment loss was measured by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. ASU 2017-04 requires only a one-step quantitative impairment test, whereby a goodwill impairment loss is measured as the excess of a reporting unit’s carrying amount over its fair value (not to exceed the total goodwill allocated to that reporting unit). Adoption of the ASUs is on a modified retrospective basis. As a smaller reporting company, the standard will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022. The Company is currently evaluating the impact that the adoption of ASU 2017-04 will have on its consolidated financial statement presentation or disclosures.
In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation —Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures.
The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

Six Months ended December 31, 2021

Gold
mineral
mining

Distribution
of THC-free
cannabinoid
(CBD)
products

Production
and
distribution
of renewable
commodities

Holding
property

Corporate
unallocated

Consolidated

Revenue

$ -

$ -

$ -

$ -

$ -

$ -

Cost of revenue

-

-

-

-

-

Gross profit

-

-

-

-

-

-

Selling, general & administrative expenses

(107,376 )

(1,755 )

(17,640 )

(102,742 )

(493,588 )

(723,101 )
Loss from operations

(107,376 )

(1,755 )

(17,640 )

(102,742 )

(493,588 )

(723,101 )
Interest expenses

-

-

-

-

(954,934 )

(954,934 )
Other income

12,115

-

-

-

-

12,115

Loss before income tax

(95,261 )

(1,755 )

(17,640 )

(102,742 )

(1,448,522 )

(1,665,920 )
Income tax

-

-

-

-

-

-

Net loss

$ (95,261 )

$ (1,755 )

$ (17,640 )

$ (102,742 )

$ (1,448,522 )

$ (1,665,920 )

Total assets as December 31, 2021

$ 66,732

$ 150,975

$ -

$ 465,267

32,882,177

$ 33,565,151

F-13
Table of ~~Contents~~contents

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

Three Months ended December 31,

Six Months ended December 31,

2022

2021

2022

2021

Malaysia

$ 10,621

$ -

$ 22,233

$ -

United States

70,519

-

85,219

-

$ 81,140

$ -

$ 107,452

$ -

NOTE ~~3 - CASH~~5 – OTHER RECEIVABLE AND ~~CASH EQUIVALENT~~DEPOSITS

~~The Company considers all highly liquid investments purchased with original maturities~~Other receivable, deposits and prepayments as of ~~three months or less to be cash equivalents. At~~ December 31, ~~2021~~2022 and June 30, ~~2021 cash and cash equivalents~~2022 consisted of ~~bank deposits in Malaysia bank and petty cash on hands.~~the following:

~~NOTE 4 –OTHER RECEIVABLE, AND ADVANCED TO RELATED PARTIES –~~
~~Other receivables~~
~~Other receivables at December 31, 2021 and June 30, 2021 consist of the following items:~~

December 31

June 30

2021

2021

Other receivable (#1)

$ 0

$ 26,338

Less: allowance for doubtful debts

0

0

$ 0

$ 26,338

(#1) Other receivables were amounts due from Jusra Mining Merapoh Sdn Bhd, whose major shareholder Lamax Gold Limited holds 15% of Champmark Sdn Bhd, for the sale of wash sand recognized as other income by the Company.
~~Advanced to related party~~
~~Advanced from related party at December 31, 2021 and June 30, 2021 consist of the following items:~~

December 31,
2021

June 30,
2021

Advanced to Global Renewable Sdn Bhd (#1) (note 1)

$ 125,408

$ 6,691

$ 125,408

$ 6,691

~~______________~~
(#1) Balakrishnan B.S. Muthu is the common director of Global Renewable Sdn Bhd and the Company. The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

December 31, 2022

June 30, 2022

Deposits

$ 201,466

$ 118,516

Other receivables

8,946

-

$ 210,414

$ 118,516

F-14
Table of ~~Contents~~contents

NOTE ~~5 - OPERATING LEASE~~6 –INTANGIBLE ASSET

~~As of December 31,~~On May 13, 2021, the Company ~~leases minings space under~~announced the Share Sale Agreement on May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an unrelated third party, and other unrelated third party individuals, in consideration of issuance of 321,500,000 shares of the Company’s restricted common stock at $0.03 per share, valued at $9,645,000, and the issuance of promissory notes with two-year term period with a ~~non-cancelable operating lease,~~principal amount of $20,355,000. 321,500,000 shares and the promissory notes were issued on May 12, 2021. The face value (principal) amount of $20,355,000 is repayable by May 12, 2023, and bearing zero coupon interest. On January 20, 2022, the Company had reached a mutual agreement with ~~terms~~the Lenders of ~~two years. Lease~~the Notes to enter into a Supplement to Promissory Note, with each Lender, to convert the total principal loan amount of $20,355,000 into shares of the Company’s restricted Common Stock priced at $0.0611 per share, which represents the last ninety (90) days’ volume weighted average price (VWAP) as of the market closing of January 19, 2022. The conversion of the promissory notes were completed on December 9, 2022 with the issuance of 333,142,389 of the Company’s restricted Common Stock. The acquisition of BRL was consummated on October 12, 2022.
Bio Resources Limited (“BRL”) is the beneficial and/or registered proprietor of the intellectual property known as “Catalytic Biofraction Process”, which is a slow pyrolysis process using a proprietary catalyst to depolymerise palm biomass wastes (empty fruit bunches or palm kernel shells) in temperature range of 350 degrees Celsius to 500 degrees Celsius to yield commercially valuable bio products: bio-oil, wood vinegar (pyroligneous acid), biochar and bio-syngas. The intellectual property is a second-generation pyrolysis process where non-food feedstock like palm biomass wastes is used as feedstock. Upon fulfilling UN’s (United Nations) ACM 22 protocol as well as LCA (Life Cycle Assessment) requirements, it is anticipate that the by-products from this IP with fair value of $30,192,771 would lead to certification and issuance of Carbon Avoidance Credits as well as Carbon Removal Credits to generate carbon revenue for the Company.
During this quarter, the Company has not operated the use of its intellectual property rights to generate its revenue. Therefore, no amortization was provided.
NOTE 7 – PROPERTY, PLANT AND EQUIPMENT
A summary of property and equipment at December 31, 2022 and June 30, 2022 is as follows:

December 31, 2022

June 30, 2022

Land and building

$ 2,151,709

$ 1,642,102

Plant and machinery

491,536

134,198

Office equipment

24,097

23,353

Project equipment

616,169

615,420

Computer

15,943

14,846

Motor vehicle

741,735

225,861

Furniture & fittings

10,320

2,527

4,051,509

2,658,307

Less: accumulated depreciation

(1,685,812 )

(1,609,414 )

$ 2,365,697

$ 1,048,893

Depreciation expense for ~~lease payment is recognized on a straight-line basis over~~ the ~~lease term.~~three months ended December 31, 2022 and 2021 totalled $51,955 and $4,134, respectively.

On June 14 2021, a lump sum payment of RM260,500 ($62,260) was made upfront to rent the mining space with lease period for 2 years up to June 13, 2023, and no ongoing payments will be made under the terms of these mining leases.
~~The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.~~
~~The table below presents the operating lease related assets and liabilities recorded on the balance sheets.~~

Ended
December 31,
2021

Balance as at the beginning of period

$ 60,131

Addition

0

Amortization charge for the year

(15,585 )
Foreign exchange adjustment

(254 )
Balance as of December 31, 2021

$ 44,292

~~Amortization charge of rights of use lease assets was $15,585 and $nil~~Depreciation expense for the six months ended December 31, 2022 and 2021 totalled $79,907 and ~~2020,~~$5,220, respectively. ~~Amortization charge~~
Land and building with the net carrying value of ~~rights of use lease assets was $7,809 and $nil for the three month ended~~$735,063 at December 31, ~~2021~~2022 and ~~2020, respectively.~~$746,145 at June 30, 2022 were pledged to a financial institution for facilities granted.

~~Lease term and discount rate~~
~~December 31,~~
~~2021~~
~~Weighted-average remaining lease term - years~~
~~1.46~~
F-15
Table of ~~Contents~~contents

NOTE 68 – ~~OTHER DEPOSIT & PREPAYMENT~~
~~Other deposit & prepayment as of December 31, 2021 and June 30, 2021 consisted of the following:~~

December 31,

June 30,

2021

2021

Prepayments to suppliers

$ 117,200

$ 0

Prepaid operating expenses

0

6,137

$ 117,200

$ 6,137

~~NOTE 7 – DEPOSIT~~DEPOSITS PAID ~~FOR ACQUISITION OF SUBSIDIARIES AND PROPERTY, PLANT AND EQUIPMENT~~

At December 31, ~~2021~~2022 and June 30, ~~2021 deposit and prepayment consists~~2022, deposits consist of the following:

December 31,

June 30,

2021

2021

Deposits paid for acquisition of subsidiaries

- Bio Resources Limited (#1)

$ 25,935,550

$ 25,935,550

- Champmark Sdn Bhd (#2)

36,005

$ 36,130

$ 25,971,555

$ 25,971,680

Deposits paid for acquisition of property, plant and equipment

- Intellectual property license (#3)

5,000,000

4,070,000

- Factory site (#4)

800,000

800,000

- Security deposit of property (#5)

240,000

0

$ 6,040,000

$ 4,870,000

December 31, 2022

June 30, 2022

Deposits paid for acquisition of subsidiaries

- Bio Resources Limited (#1)

$ -

$ 25,935,550

Deposits paid for acquisition of property, plant and equipment (#2)

5,000,000

5,000,000

Security deposit

- Factory site (#3)

80,000

80,000

- Land and building (#4)

$ -

$ 240,000

$ 80,000

$ 320,000

~~___________~~
(#1) The Company announced the Share Sale Agreement on May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an ~~related~~unrelated third party, and other ~~individuals~~ unrelated third ~~parties,~~party individuals, in consideration of issuance of  321,500,000 shares of the Company’s restricted common stock at $0.03 per share, valued at $9,645,000, and the issuance of promissory notes with two-year term period with a principal amount of $20,355,000. 321,500,000 shares were issued on May 12, 2021 and the promissory notes were issued on May 12, 2021. The face value (principal) amount of $20,355,000 ~~is repayable by May~~was convertible into common shares within 60 days from October 12, ~~2023,~~2022, and bearing zero coupon interest. The promissory note iswas priced at $16,290,550 considering the ~~current~~ market interest ~~rate.~~rate then. This acquisition is currently in progress and the completion of the S&P Agreement is subject to all such acts necessary, including but not limited to auditing and due diligence exercise to ascertain the valuation of Bio Resources Limited. The consideration shall be refundable if the transaction ~~fails to complete.~~was subsequently closed on October 12, 2022.

(#2) On June 18, 2021, GBL entered into a Shares Sale Agreement with Lamax Gold Limited (“LGL”), a company incorporated under the laws of the British Virgin Islands, in relation to acquisition of the remaining 15% of the issued and paid-up share capital of CSB. Prior to this acquisition, GBL owned 85% equity in CSB. Upon completion of the acquisition, GBL would own the entire issued and paid-up share capital of CSB. Under the terms of the Shares Sale Agreement, the consideration for the acquisition shall be satisfied in full by the payment of Malaysia Ringgit MYR150,000 ($35,843) upon the execution of the Shares Sale Agreement. This acquisition is currently in progress and the completion of the S&P Agreement is subject to all such acts necessary, including but not limited to auditing and due diligence exercise to ascertain the valuation of 15% of the issued and paid-up share capital of CSB. A deposit of MYR 150,000 ($35,843) was paid to LGL on June 21, 2021. The consideration shall be refundable if the transaction fails to complete.
~~(#3)~~ On May 10, 2021, the Company announced the Sale and Purchase Agreement to acquire the assets of biofraction plant and the right to use intellectual property license in Sabah, Malaysia from Borneo Energy Sdn Bhd, in consideration of issuance of 166,666,667 share of the Company’s stock at $0.03 per share, valued at $5,000,000. 135,666,667 shares and 31,000,000 shares were issued on May 10, 2021 and July 1, 2021, respectively. This acquisition is currently in progress and the completion of the S&P Agreement is subject to all such acts necessary, including but not limited to due diligence exercise to ascertain the valuation of the assets of the biofraction plant and the right to use the licensed intellectual property in Sabah, Malaysia. The consideration shall be refundable if the transaction fails to complete.

~~(#4)~~(#3) On ~~June 11, 2021, GBL~~March 2, 2022, the Company, through VRAP, entered into a ~~Sale~~Commercial Lease Agreement and Option to Purchase ~~of Assets Agreement (the “SPA~~(“Lease Agreement”) ~~to purchase a~~the factory site from ~~a Malaysia company~~ Segama Ventures ~~Sdn Bhd~~for a lease term of seven (7) years (“~~Segaman Ventures”~~Lease Term”)~~, an unrelated third party,~~ at a monthly rental of MYR 36,000 ($8,571). The rental for the entire Lease Term amounts to the sum of MYR 3,024,000 ($720,000) (the “Lease Payment”) which shall be paid in ~~order to expand the Company’s biofraction plant in Malaysia. Under the terms~~advance upon commencement of the ~~SPA~~Lease Agreement ~~the acquisition is satisfied by cash~~together with a payment of ~~$1,600,000 in two instalments~~security deposit for the sum of $800,000 each, one payment upon signing the SPA Agreement, and the second payment within three (3) months from the date of the SPA Agreement. A deposit of $800,000 was paid to Segaman Ventures on June 10, 2021. This acquisition is currently in progress and the completion of the S&P Agreement is subject to all such acts necessary, including but not limited to due diligence exercise to ascertain the valuation of factory site. The consideration shall be refundable if the transaction fails to complete.MYR 336,000 ($80,000) (the “Security Payment”).

~~(#5)~~(#4) On February 10, 2022, the Company, through VEL, a limited liability company incorporated in the State of Missouri, which is aan indirect wholly-owned subsidiary of the ~~Company’s wholly-owned subsidiary,~~Company via Verde Renewables, Inc., entered into a Commercial Lease Agreement and Option to Purchase (the “Lease Agreement”) ~~to rent~~ a 24-acre property in La Belle from Jon Neal Simmons and Betty Jo Simmon (the “Landlord”) in order to kickstart carbon farming with biochar in Missouri.
Under the Lease Agreement, the term of the lease will be for a period of two (2) years and the Company will have the right to renew the lease with a total of three renewal periods with each term being two years. The monthly base rent is ~~ten thousand dollars ($10,000)~~$10,000 for the term, was payable on the commencement of the Lease ~~Agreement.~~Agreement, together with a security deposit of $240,000. The Lease Agreement also grants the Company the exclusive right and option to purchase the premises together with all the right title and interest from the Landlord for a consideration of ~~four hundred ninety thousand dollar ($490,000)~~$490,000 at any time during the ~~two years period~~two-year term of the ~~lease term. The Company has paid to the Landlord a security deposit of the sum of two hundred forty thousand dollars ($240,000) prior to the execution of the Lease Agreement.~~lease. If the Company ~~does not exercise the option to renew the lease or~~exercises the option to purchase the premises from the Landlord, the upfront lease payment and security deposit ~~shall~~may be ~~returned~~utilized as part payment of the purchase consideration.  The option to purchase was exercised on September 27, 2022.
NOTE 9 - MINING RIGHT
A lump sum payment of RM260,500 ($62,260) was made for a mining right over a period of 2 years up to June 13, 2023. The mining right is amortized on a straight-line basis over the ~~Company. In November 1, 2021,~~term of the ~~Company paid $240,000 to Landlord~~right.
The table below presents the movement of the right as recorded on the balance sheets.

Six months ended December 31, 2022

Year Ended
June 30,
2022

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

$ 27,088

$ 60,131

Amortization charge for the period

(14,394 )

(30,779 )
Foreign exchange adjustment

(366 )

(2,264 )
Balance as of December 31, 2022 and June 30, 2022

$ 12,328

$ 27,088

Amortization charge of mining right was $7,188 and $7,809 for the ~~security deposit.~~three months ended December 31, 2022 and 2021, respectively.
Amortization charge of mining right was $14,394 and $15,585 for the six months ended December 31, 2022 and 2021, respectively.

F-16
Table of ~~Contents~~contents

NOTE 810 – ~~ACCOUNTS PAYABLE AND ADVANCED FROM~~AMOUNTS DUE TO RELATED ~~PARITES~~PARTIES

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

~~Accounts payable at December 31, 2021 and June 30, 2021 consist of the following items:~~

December 31,
2021

June 30,
2021

Other accounts payable

$ 1,921

$ 2,655

December 31, 2022

June 30, 2022

Borneo Oil and Gas Corporation Sdn Bhd (“BOG”)

$ 718,168

$ 555,527

Borneo Energy Sdn Bhd

15,696

-

Taipan International Limited

119,153

-

Mr. Jack Wong

40,028

893,045

555,527

~~Advanced from related parties~~
~~Advanced from related parties at December 31, 2021 and June 30, 2021, consist of the following items:~~

December 31,
2021

June 30,
2021

Advanced from BOG (#1)

$ 584,253

$ 579,783

Advanced from Federal Capital Investment Limited (#2)

$ 6,000

$ 6,000

Amounts due from directors (#3)

$ 100

$ 0

$ 590,353

$ 585,783

~~______________~~
~~(#1) Borneo Oil and Gas Corporation SDN (“BOG”) is a wholly owned subsidiary of~~ Borneo Oil Berhad (“BOB”) (holding ~~20.0%~~16.1% and ~~23.0%~~22.8% of the Company’s issued and outstanding common stock as of December 31, 2022 and June 30, ~~2021~~2022, respectively) is the holding company of BOG and ~~November 10, 2021, respectively). BOG is one of the shareholders of the Company and did not own any shares of the Company since April 28, 2017.~~Borneo Energy Sdn Bhd. The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

~~(#2) One~~Taipan International Limited is one of the ~~directors of Federal Capital Investment Limited, Mr. Wu Ming Ding, has resigned as director~~shareholders of the Company, ~~effective on February 20, 2021.~~and held 33.5% of the Company’s issued and outstanding common stock as of December 31, 2022. The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

~~On June 9, 2021,~~Mr. Jack Wong is the Company entered into a Settlement of Debt Agreement (the “Debt Settlement Agreement”) with Federal Capital Investment Limited, to convert a total of USD 142,000 of the Company’s accounts payable to the creditor as of December 31, 2020 into equity by means of a subscription for 4,733,333 new restricted shares of the Company’s common stock at a subscription price of $0.03 per share.
~~(#3) Carl Craven, a director~~President and Chief Executive of the Company ~~advanced $100 to the Company. The advance is related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.~~
~~F-17~~
~~Table of Contents~~
~~NOTE 9 – PROPERTY, PLANT AND EQUIPMENT~~effective October 1, 2022.

~~Property and equipment at December 31, 2021 and June 30, 2021 are summarized as follows:~~

December 31,
2021

June 30,
2021

(Unaudited)

Land and Building

$ 944,027

$ 947,292

Plant and Machinery

16,343

16,399

Office equipment

21,403

18,968

Project equipment

651,123

653,374

Computer

12,622

11,170

Motor Vehicle

126,230

35,710

Accumulated depreciation

(1,681,781 )

(1,682,358 )

$ 89,967

$ 555

The depreciation expenses charged for the six months ended December 31, 2021 and 2020 was $5,220 and $86. The depreciation expenses charged for the three months ended December 31, 2021 and 2020 was $4,134 and $44.
Included in property, plant and equipment, a motor vehicle was under finance leases with a carrying amount of $58,467 and nil as of December 31, 2021 and June 30, 2021, respectively. The amount of related depreciation expenses related to assets under finance lease were $4,176 and nil for the six months ended of December 31, 2021 and 2020, respectively. The amount of related depreciation expenses related to assets under finance leases were $3,132 and nil for the three months ended of December 31, 2021 and 2020, respectively.
~~NOTE 10 – FINANCE LEASE LIABILITIES~~
~~The loans from a hire purchase creditor include long term and short term and are summarized as follow:~~

December 31,
2021

June 30,
2021

Current finance lease liabilities

$ 10,440

$ 0

Non-current finance lease liabilities

49,593

0

Total

$ 60,033

$ 0

A hire purchase installment loan with total amount $60,033 and nil as at December 31, 2021 and June 30, 2021 are $60,033 and nil net of interest charges equivalent to interest nil and nil are summarized as follows:

Interest
Rate

Monthly
Due

December 31,
2021

June 30,
2021

Finance lease liabilities in the hire purchase loan

0 %

870

60,033

0

Finance lease liabilities to a hire purchase creditor

$ 60,033

$ 0

~~The scheduled maturities of the finance lease liabilities installment loans are as follows:~~
December 31,

2022

10,440

2023

10,441

2024

10,440

2025

10,441

Thereafter

18,271

Total minimum finance lease liabilities installment payment

$ 60,033

Less: Imputed interest

0

Present value of net minimum lease payments (#)

$ 60,033

~~(#) Minimum payment reflected in the balance sheet as current and noncurrent obligations under finance lease liabilities as at December 31, 2021.~~
~~F-18~~
~~Table of Contents~~
NOTE 11 - – PROMISSORY NOTES

On May ~~10,~~13, 2021, the Company announced the Share Sale Agreement ondated May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an ~~un-related~~unrelated third party, and other ~~individuals~~ unrelated third ~~parties,~~party individuals, in consideration of issuance of 321,500,000 shares of the Company’s restricted common stock at $0.03 per share, valued at $9,645,000, and the issuance of promissory notes with two-year term period with a principal amount of $20,355,000. 321,500,000 shares ~~were issued on May 12, 2021~~ and the promissory notes were issued on May 12, 2021. The face value (principal) amount of $20,355,000 iswas repayable by May 12, 2023, and bearing zero coupon interest. On January 20, 2022, the Company had reached a mutual agreement with the Lenders of the Notes to enter into a Supplement to Promissory Note with each Lender, to convert the total principal loan amount of $20,355,000 into shares of the Company’s restricted Common Stock priced at $0.0611 per share, which represents the last ninety (90) days’ volume weighted average price (VWAP) as of the market closing of January 19, 2022. With the consummation of the acquisition of BRL on October 12, 2022, on December 9, 2022 the conversion of Promissory Notes was completed pursuant to a Supplementary Agreement dated December 7, 2022, with the issuance of  333,142,389 shares of the Company’s restricted Common Stock, at the price of $0.0611 per share, to the 17 Lenders, including the Company’s President and CEO, Jack Wong.

The fair value of the outstanding promissory notes as of June 30, 2022 was calculated with the following assumptions:

Risk free rate

0.268 %
Credit spread

6.513 %
Liquidity risk premium

5.000 %

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

December 31

June 30

2021

2021

Balance at the beginning of period

$ 16,535,942

$ 0

Promissory notes issued to unrelated third parties at fair value

0

16,290,550

Interest expense

954,934

245,392

Balance at the end of period

$ 17,490,876

$ 16,535,942

December 31,

June 30,

2022

2022

Balance at the beginning of period or year

$ 18,484,028

$ 16,535,942

Interest expense

1,870,972

1,948,086

Converted to Company’s restricted common Stock

(20,355,000 )

-

Balance at the end of period or year

$ -

$ 18,484,028

The Company recorded ~~$954,934~~$1,344,745 and ~~$nil~~$484,168 interest expense for the three months ended December 31, 2022 and 2021, respectively.
The Company recorded $1,879,660 and $954,934 interest expense for the six months ended December 31, 2022 and 2021, ~~and 2020,~~ respectively.
F-17
Table of contents
NOTE 12 - LEASES
The Company adopted ASU No. 2016-02, Leases and determines whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for as a single lease component as the Company has elected the practical expedient. Some of the operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient.
Operating leases are included in the right-of-use lease assets, and current and non-current lease liabilities on the Unaudited Condensed Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, the incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term.
The Company adopts a 5% as weighted average incremental borrowing rate to determine the present value of the lease payments. The weighted average remaining life of the lease was 3 years.
The table below presents the lease-related assets and liabilities recorded ~~$484,168~~on the balance sheet.

December 31, 2022

June 30, 2022

Assets

Right-of-use asset (#1)

$ 634,286

$ 685,714

Right-of-use asset (#2)

59,310

-

693,596

685,714

Liabilities

Current:

Operating lease liabilities

$ 18,975

$ -

Finance lease liabilities

$ 169,496

$ 75,224

Non-current:

Operating lease liabilities

$ 40,335

$ -

Finance lease liabilities

686,883

97,900

Total lease liabilities

$ 915,689

$ 173,124

As of December 31, 2022, right-of-use assets were $693,596 and ~~$nil interest expenses for~~lease liabilities were $915,689.
As of June 30, 2022, right-of-use assets were $685,714 and lease liabilities were $173,124.
For the three months ended December 31, 2022 and 2021, the amortization charge on right-of use assets was $25,714 and ~~2020,~~$0, respectively.
For the six months ended December 31, 2022 and 2021, the amortization charge on right-of-use was $57,028 and $0, respectively.
(#1) This leasing arrangement for the lease of the Segama factory amounting to $720,000 is for a lease term of seven (7) years and includes an exclusive right and option to purchase the factory site, together with all its right title and interest, for a consideration to be mutually agreed between the parties at any time during the period of two years from the date of the Lease Agreement. The Lease Payment and Security Payment shall be applied toward the Purchase Price upon VRAP exercising the option to purchase. The Company’s lease agreements do not contain any material restrictive covenants.
There are no corresponding lease liabilities recorded as the lease payments for the entire lease period has been paid upfront upon inception of the agreement.
(#2)This leasing arrangement for the lease of the executive vehicle amounting to $84,718 is for a lease term of three (3) years and includes option to purchase the said vehicle at an agreed consideration as stated in the Lease Agreement. The purchase option fee shall be applied toward the Purchase Price upon VRI exercising the option to purchase. The Company’s lease agreements do not contain any material restrictive covenants.

F-18
Table of contents
The Company excludes short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities or right-of-use assets. The following tables summarize the lease expense for the periods.

Six Months ended December 31,

2022

2021

Finance lease cost:

Interest on lease liabilities (per ASC 842)

$ 8,688

$ -

Operating lease cost:

Operating lease expense (per ASC 842)

65,867

10,818

Total lease expense

$ 74,555

$ 10,818

Components of Lease Expense
The Company recognizes operating lease expense on a straight-line basis over the term of the operating leases, comprising interest expense determined using the effective interest method, and amortization of the right-of-use asset, as reported within “general and administrative” expense on the accompanying unaudited condensed consolidated statement of operations.
Finance lease expense comprise of interest expenses determined using the effective interest method.
Future Contractual Lease Payments as of December 31, 2022
The below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the next five years and thereafter ending December 31:
Years ending December 31,

Operating and finance lease amount

2023

$ 188,471

2024

146,789

2025

150,206

2026

141,282

2027

124,164

Thereafter

164,777

Total minimum finance lease liabilities installment payment

$ 915,689

Representing:-

Current liabilities

$ 188,471

Non-current liabilities

727,218

$ 915,689

NOTE 13 - STOCKHOLDERS’ EQUITY
Authorized Stock
The Company has authorized 10,000,000,000 common shares and 50,000,000 preferred shares, both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
Preferred stock outstanding
There are no preferred shares outstanding as of December 31, 2022 and June 30, 2022.
The Company has no stock option plan, warrants, or other dilutive securities.
Common stock outstanding
On July 15, 2022, the Company issued a total of 1,500,000 restricted common shares at US$0.155 per share to two consultants pursuant to two consultant agreements; 1,000,000 restricted common shares were issued to Gary F. Zimmer and 500,000 restricted common shares were issued to Lisa Leilani Zimmer Durand, to serve as consultants to the Company. An aggregate of $232,500 was recognized as stock-based compensation under general and administrative expenses during the period ended September 30,2022.
During period ended September 30, 2022, 15,328,029 restricted common shares were committed to be issued pursuant to private placement and were subsequently issued on November 7, 2022, comprising of 291,667 restricted common shares for US$21,000 at US$0.072 per share to one non-US shareholder, 15,036,362 restricted common shares for US$1,323,200 at US$0.088 per share to five non-US shareholders .
F-19
Table of ~~Contents~~contents

~~NOTE 12 – INCOME TAX~~On November 7, 2022, the Company issued 603,181 restricted common shares for US$53,080 at US$0.088 per share to three US shareholders.

On October 26, 2022, the Company entered into a corporate consulting services agreement (the “Consulting Agreement”) for investor communication and public relations services with Dutchess Group LLC (“DGL”). On December 9, 2022, pursuant to terms of the Consulting Agreement, the Company issued a total of 1,500,000 restricted common shares at US$0.12 per share to DGL.
On November 30, 2022, the Company, through its wholly-owned subsidiary Verde Renewables, Inc.(“VRI”), a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement (the “Agreement”) with YM Tengku Chanela Jamidah YAM Tengku Ibrahim to engage her as its Director of Strategic Initiatives to promote and make introductions for the benefit of advancing the Company’s business and interests amongst her networks as designated in the Agreement. Under the Agreement, the Company will pay YM Tengku Chanela Jamidah YAM Tengku Ibrahim by the issuance of 1,000,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) in two tranches of 500,000 shares each on or before December 31, 2022 and December 31, 2023 respectively. The term of the Agreement will be for a fixed period of twenty-four (24) months commencing on November 30, 2022 and both parties may renew the agreement or enter into a new agreement as may be mutually agreed on terms to be separately negotiated. On December 31, 2022, pursuant to terms of the Services Agreement, the Company issued a total of 500,000 restricted common shares at US$0.20 per share to YM Tengku Chanela Jamidah YAM Tengku Ibrahim.
On December 1, 2022, the Company through its wholly-owned subsidiary VRI, a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement (the “Agreement”) with Steven Sorhus to engage him as its Financial Controller to prepare monthly financial reports and financial projections, and oversee daily accounting practices of the Company and its subsidiaries as designated in the Agreement. Under the Agreement, the Company will pay Steven Sorhus by the issuance of 800,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) in two tranches of 300,000 shares on or before December 31, 2022 and 500,000 shares on or before December 31, 2023. The term of the Agreement will be for a fixed period of twenty-five (25) months commencing on December 1, 2022 and both parties may renew the agreement or enter into a new agreement as may be mutually agreed on terms to be separately negotiated. On December 31, 2022, pursuant to terms of the Agreement, the Company issued a total of 500,000 restricted common shares at US$0.20 per share to Steven Sorhus.
On December 1, 2022, the Company through its wholly-owned subsidiary VRI, a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement (the “Agreement”) with EMGTA LLC (“EMGTA”). Under the Agreement, EMGTA will provide services to develop business plan and marketing strategy to facilitate business growth, and identify new customers and markets for the Company. The Company will pay EMGTA by the issuance of 750,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) in two tranches of 375,000 shares each on or before December 31, 2022 and December 31, 2023 respectively. The term of the Agreement will be for a fixed period of twenty-five (25) months commencing on December 1, 2022 and both parties may renew the agreement or enter into a new agreement as may be mutually agreed on terms to be separately negotiated. On December 31, 2022, pursuant to terms of the Agreement, the Company issued a total of 375,000 restricted common shares at US$0.20 per share to EMGTA.
On December 15, 2022, the Company entered into a Services Agreement (the “Agreement”) with Looi Pei See to engage her as its consultant to develop the retail markets for the Company’s products and services in Malaysia and Singapore. On December 31, 2022, pursuant to terms of the Consulting Agreement, the Company issued a total of 1,140,000 restricted common shares at US$0.20 per share to Looi Pei See. The term of the Agreement will be for a fixed period of thirty-six (36) months.
There were 1,173,576,654 and 819,188,055 shares of common stock issued and outstanding at December 31, 2022 and June 30, 2022, respectively.
NOTE 14 - INCOME TAX
For the six months ended December 31, 2022 and 2021, the local (“United States of America”) and foreign components incurred loss before income taxes as follows:

Six Months ended December 31,

2022

2021

Tax jurisdiction from:

- Local (US regime)

$ (3,023,344 )

$ (1,553,019 )
- Foreign, including

British Virgin Island

(141,258 )

-

Malaysia

(351,417 )

(112,901 )
Labuan, Malaysia

(653 )

-

Loss before income taxes

$ (3,516,672 )

$ (1,665,920 )
F-20
Table of contents
The provision for income taxes consisted of the following:

Six Months ended December 31,

2022

2021

Current tax:

- Local

$ -

$ -

- Foreign

-

-

Deferred tax

- Local

-

-

- Foreign

-

-

Income tax expense (benefit)

$ -

$ -

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company mainly operates in U.S.A. and Malaysia and are subject to ~~income~~ taxes ~~on an entity basis on income arising~~ in ~~or derived from,~~ the ~~tax jurisdiction~~jurisdictions in which they ~~operate. The Company is a Nevada incorporated company~~operate, as follows:
United States of America
VRDR, VRI and VLI are subject to the tax laws of United ~~State Federal Income Tax.~~States of America. The U.S. Tax Cuts and Jobs Act ~~of (“TCJ~~(the “Tax Reform Act”) was signed into ~~law in December 2017, and among its many provisions, it imposed a mandatory one-time transition tax on undistributed international earnings and reduced~~law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018. ~~No provision for~~The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income ~~taxes in the United States~~tax provision. The Company has ~~been made as the Company had no taxable income~~not accrued or paid interest or penalties which were not material to its results of operations for the periods ~~ended~~presented.
The Company has provided for a full valuation allowance against the deferred tax assets of $895,584 on the expected future tax benefits from the net operating loss (“NOL”) carry forwards of $4,264,686 as the management believes it is more likely than not that these assets will not be realized in the future.
Net Operating Losses (NOLs) generated prior to January 1, 2018 are able to be carried forward up to twenty subsequent years. Any NOLs created for tax years subsequent to that may be carried forward indefinitely. However, any NOLs arising from tax years ending after December 31, ~~2021 and 2020. GBL is a British Virgin Islands incorporated company and not required~~2020, can only be used to ~~pay income tax on corporate income. CSB is a Malaysia incorporated company and required~~offset up to pay corporate income tax at 25% of taxable income. VRI and VEL are a the State of Missouri, U.S.A incorporated company and required to pay United State Federal Income Tax at 21% of taxable income. VLI is a the State of Oregon, U.S.A incorporated company and required to pay United State Federal Income Tax at 21%80% of taxable income.

~~A reconciliation between~~For the six months ended December 31, 2022 and 2021, there were no operating income under US tax regime.
BVI
Under the current BVI law, VRAP is not subject to tax on income.
Labuan
Under the current laws of the Labuan applicable to BRL, income derived from an intellectual property right is subject to tax under the Malaysian Income Tax Act 1967 (ITA) at 24% of its chargeable income. However, BRL is not subject to income tax, ~~computed at~~given that it was a net loss position during the ~~relevant statutory rate~~current period presented. The losses are presently not able to be carried forward to offset against its future operation income as income generating activities have not yet been undertaken.
Malaysia
VRSB, Champmark and Wision are registered in Malaysia and are subject to the ~~Company’s provision for~~Malaysian corporate income tax ~~is as follows:~~at a standard income tax rate of 24% on chargeable income.

Three months period ended

December 31,
2021

December 31,
2020

Loss before income taxes

21

21

Non-deductible items/non-taxable income

(14 )

6

Tax effect of tax exempt entity

1

(12 )
Share based payments

(2 )

-

Changes in valuation allowances

(5 )

(17 )
Effect of different tax rate of subsidiaries operating in other jurisdictions

(1
)

2
Effective tax rate

-

-

For the six months ended December 31, 2022, the operation in Malaysia incurred $5,579,869 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss are allowed to be carried forward up to a maximum of ten (10) years of assessments under the current tax legislation in Malaysia. The Company has provided for a full valuation allowance against the deferred tax assets of $1,339,169 on the expected future tax benefits from the net operating loss (“NOL”) carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

Six months period ended

December 31,
2021

December 31,
2020

Loss before income taxes

21

21

Non-deductible items/non-taxable income

(14 )

(5 )
Tax effect of tax exempt entity

(2 )

(6 )
Share based payments

(2 )

-

Changes in valuation allowances

(3 )

(11 )
Effect of different tax rate of subsidiaries operating in other jurisdictions

(-
)

1
Effective tax rate

-

-

Six Months ended December 31,

2022

2021

Loss before income taxes

$ (351,417 )

$ (112,901 )
Statutory income tax rate

24 %

24 %
Income tax expense at statutory rate

(84,340 )

(27,096 )
Non-deductible items

6,178

3,781

Operating losses unable to carried forward

157

Net operating loss

78,005

23,315

Income tax expense

$ -

$ -

F-21
Table of contents

~~Summary~~The following table sets forth the significant components of the ~~Company’s net~~ deferred tax ~~liabilities and~~ assets ~~are as follows:~~of the Company:

December 31,
2021

June 30,
2021

Deferred tax assets:

Tax attribute carryforwards

$ 1,247,591

$ 1,198,944

Valuation allowances

(1,247,591 )

(1,198,944 )
Total

$ 0

$ 0

December 31, 2022

June 30, 2022

Deferred tax assets:

Net operating loss carryforwards, from

US tax regime

$ 895,584

$ 169,688

Malaysia tax regime

1,339,169

1,259,662

Less: valuation allowance

(2,234,753 )

(1,429,350 )
Deferred tax assets, net

$ -

$ -

The Company has recorded valuation allowances for certain tax attribute carry forwards and other deferred tax assets due to uncertainty that exists regarding future realizability. If in the future the Company believes that it is more likely than not that these deferred tax benefits will be realized, the majority of the valuation allowances will be ~~recognized~~reversed in the unaudited condensed consolidated statement of operations. The Company did not have any interest and penalty provided or recognized in the income statements for ~~period~~the six months ended December 31, ~~2021~~2022 and ~~June 30, 2021 or balance sheet as of December 31, 2021 and June 30,~~ 2021. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months.

~~F-20~~
~~Table of Contents~~
~~NOTE 13 – COMMITMENTS AND CONTINGENCIES~~
~~As of December 31, 2021, the Group had the following contracted capital commitments:~~

December 31,
2021

June 30,
2021

For purchase of property, plant and equipment

$ 800,000

$ 1,730,000

For acquisition of subsidiary

6,001

6,023

Total

$ 806,001

$ 1,736,023

~~NOTE 14 – LOSS PER SHARE~~
~~The Company has adopted ASC Topic No. 260,~~ ~~“Earnings Per Share,”~~ (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures, and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.
~~The following table sets forth the computation of basic and diluted earnings per share:~~

Three Months Ended
December 31,

2021

2020

(Unaudited)

(Unaudited)

Net income(loss) applicable to common shares

$ (843,248 )

$ (34,512 )

Weighted average common shares outstanding (Basic)

810,742,109

116,038,909

Options

-

-

Warrants

-

-

Weighted average common shares outstanding (Diluted)

810,742,109

116,038,909

Net income(loss) per share (Basic and Diluted)

$ (0.00 )*

$ (0.00 )*

Six Months Ended
December 31,

2021

2020

(Unaudited)

(Unaudited)

Net income(loss) applicable to common shares

$ (1,665,920 )

$ (98,792 )

Weighted average common shares outstanding (Basic)

810,742,109

116,038,909

Options

-

-

Warrants

-

-

Weighted average common shares outstanding (Diluted)

810,742,109

116,038,909

Net income(loss) per share (Basic and Diluted)

$ (0.00 )*

$ (0.00 )*
*Less than $0.01 per share
~~The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.~~
~~F-21~~
~~Table of Contents~~
NOTE 15 - ~~CAPITAL STOCK~~
~~Authorized Stock~~RELATED PARTY TRANSACTIONS

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

Six Months ended

December 31,

2022

2021

Related party transactions:

Sales to:

Borneo Eco Food Sdn Bhd (#2)

$ 12,181

$ -

Rental income:

Mr. Jack Wong (#5)

$ 19,121

$ -

Other income – Sales of wash sand to:

Jusra Mining Merapoh Sdn Bhd (#1)

$ -

$ 12,115

Site expenses:

Warisan Khidmat Sdn Bhd (#3)

$ 7,963

$ -

Professional services provided by:

Warisan Khidmat Sdn Bhd (#3)

$ 9,283

$ -

Effective February 2, 2018, the Company’s Articles of Incorporation were amended to increase the authorized shares of the Company from 250,000,000 shares of common stock to 10,000,000,000 shares of common stock. A copy of the Certificate of Amendment was filed with the Nevada Secretary of State. The Form 8K announcing the increase of the authorized shares of the Company was filed with SEC on February 6, 2018.
~~Share Issuance~~
On May 10, 2021, the Company announced the Sale and Purchase Agreement to acquire the assets of biofraction plant and the right to use intellectual property license in Sabah, Malaysia from Borneo Energy Sdn Bhd, in consideration of issuance of 166,666,667 share of the Company’s stock at $0.03 per share, valued at $5,000,000. 135,666,667 shares and 31,000,000 shares were issued on May 10, 2021 and July 1, 2021, respectively. The completion of the S&P Agreement is subject to all such acts necessary, including but not limited to due diligence exercise to ascertain the valuation of the assets of the biofraction plant and the right to use the licensed intellectual property in Sabah, Malaysia.
On May 12, 2021, the Company, through its wholly-owned subsidiary GBL, entered into a Share Sale Agreement in relation to acquisition of the entire issued and paid-up share capital of Bio Resources Limited with Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an unrelated third party and other individuals unrelated third parties, in consideration of issuance of 321,500,000 shares of the Company’s restricted common stock at $0.03 per share, valued at $9,645,000, and the issuance of promissory notes two-year term period a principal amount of $20,355,000. 321,500,000 shares were issued on May 12, 2021 and the promissory notes were issued on May 12, 2021. The face value (principal) amount of $20,355,000 is repayable by May 12, 2023, and bearing zero coupon interest. The promissory note is priced at $16,290,550 considering the current market interest rate. This acquisition is currently in progress and the completion of the S&P Agreement is subject to all such acts necessary, including but not limited to auditing and due diligence exercise to ascertain the valuation of Bio Resources Limited.
On June 4, 2021, the Company issued a total of 65,900,000 restricted common shares for US$1,647,500 at US$0.025 per share to six non-US shareholders, who Borneo Oil Berhad and Victor Subbrayan Paul are existing shareholders
On June 9, 2021, the Company entered into a Settlement of Debt Agreement (the “Debt Settlement Agreement”) with the Company’s creditors Beijing Changxin Wanlin Technology Co., Ltd, Federal Mining Resources Ltd, Federal Capital Investment Limited and Yorkshire Capital Limited (collectively the “Creditors”) to convert a total of USD 1,945,096 of the Company’s accounts payable to the Creditors into equity by increasing the share capital by means of a subscription for 64,836,533 new restricted shares of the Company’s common stock at a subscription price of $0.03 per share. As set out in the Debt Settlement Agreements, the new restricted shares for settlement of the account payable to Beijing Changxin Wanlin Technology Co., Ltd, Federal Mining Resources Ltd and Federal Capital Investment Limited issued to their nominee Internet.com Ltd on June 9, 2021.
On June 10, 2021, the Company issued a total of 4,690,500 restricted common shares at US$0.03 per share to each of the two directors, of which 2,095,233 restricted common shares to Balakrishnan B S Muthu and 2,595,267 restricted common shares to Chen Ching to serve as a director of the Company for a one-year term (from July 1, 2020 to June 30, 2021). An aggregate of $140,715 for this transaction was recognized as stock-based compensation under selling, general and administrative expenses for the year ended June 30, 2021.
On June 10, 2021, the Company issued a total of 13,009,500 restricted common shares at US$0.03 per share to five consultants under the Consultant Agreements, of which 3,695,233 restricted common shares to Vincent Yong Tuck Seng, 3,695,233 restricted common shares to Lai Kui Shing Andy, 2,095,233 restricted common shares to Chan Hoi Kwong Paul, 2,095,233 restricted common shares to Sylvia Chan and 1,428,568 restricted common shares to Ng Tung to serve as a consultant of the Company for a one-year term (from June 10, 2021 to June 9, 2022). An aggregate of $390,285 for this transaction, $34,716 was recognized as stock-based compensation according the service period under selling, general and administrative expenses for the year ended June 30, 2021. Of the aggregate $390,285 for this transaction, $191,222 and nil were recognized for the six months ended December 31, 2021 and 2020, respectively. Also, $95,094 and nil were recognized for the three months ended December 31, 2021 and 2020, respectively.
~~On June 18, 2021, the Company issued a total of 58,100,000 restricted common shares for US$1,452,500 at US$0.025 per share to twenty-four non-US shareholders.~~
~~There were 810,742,109 and 779,742,109 common shares issued and outstanding at December 31, 2021 and June 30, 2021 respectively.~~
~~There are no preferred shares outstanding. The Company has issued no authorized preferred shares. The Company has no stock option plan, warrants, or other dilutive securities.~~
~~F-22~~
~~Table of Contents~~
~~NOTE 16 - RELATED PARTY TRANSACTIONS~~
Related party transaction

Six months ended

December 31,

2021

2020

Other income - Sales of wash sand to:

Jusra Mining Merapoh Sdn Bhd (#1)

$ 12,115

$ 0

Professional services provided by:

Federal Capital Investment Limited (#2)

12,000

0

Related party transaction

Three months ended

December 31,

2021

2020

Other income - Sales of wash sand to:

Jusra Mining Merapoh Sdn Bhd (#1)

$ 25

$ 0

Professional services provided by:

Federal Capital Investment Limited (#2)

6,000

0

Related party balances

December 31,

2021

2020

Deposits paid for acquisition of property, plant and equipment

- Intellectual property license of Borneo Energy Sdn Bhd (#3) (note 7)

$ 5,000,000

$ 0

Related party balances:

As of

December 31, 2022

June 30, 2022

Trade receivables

Borneo Eco Food Sdn Bhd (#2)

$ 7,824

$ 5,933

Deposits paid for acquisition of property, plant and equipment

Borneo Energy Sdn Bhd (#2)

$ -

$ 5,000,000

Trade Payables

Warisan Khidmat Sdn Bhd (#3)

$ 1,590

$ 7,253

Advanced from related parties

Advanced from BOG (#4)

$ 718,168

$ 555,527

Advanced from Borneo Energy Sdn Bhd (#2)

$ 15,696

$ -

Taipan International Limited (#6)

$ 119,153

$ -

Mr. Jack Wong (#5)

$ 40,028

$ -

Advanced to related party

Vetrolysis Limited (#7)

$ 100

$ -

Advanced from Director

Mr. Carl M. Craven

$
22,737

$
-

(#1) Lamax Gold Limited (“LGL”) ~~holding~~held 15% equity interests of ~~GBL~~Champmark Sdn Bhd which was disposed on October 20, 2021 to Verde Resources Asia Pacific Limited (formerly known as Gold Billion Global Limited) and is also the major shareholder of Jusra ~~Minging~~Mining Merapoh Sdn ~~Bhd , .~~Bhd.
(#2) ~~One of the directors of Federal Capital Investment Limited, Mr. Wu Ming Ding, has resigned as director of the Company effective February 20, 2021.~~
~~(#3)~~ Borneo Oil Berhad (“BOB”) is ultimate holding company of Borneo Eco Food Sdn. Bhd. and Borneo Energy Sdn Bhd, and ~~holding 23.0%~~held 16.1% and ~~23.0%~~22.8% of the Company’s issued and outstanding common stock as of December 31, ~~2021~~2022 and ~~February 14,~~June 30, 2022, respectively.
(#3) Warisan Khidmat Sdn. Bhd. is a company whose shareholdings is entirely held by Director of VRSB
(#4) Borneo Oil and Gas Corporation Sdn Bhd (“BOG”) is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) (holding 16.1% and 22.8% of the Company’s issued and outstanding common stock as of December 31, 2022 and June 30, 2022, respectively). The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.
(#5) Mr. Jack Wong is the President and Chief Executive of the Company effective October 1, 2022.
(#6) Taipan International Limited is one of the shareholders of the Company, and held 33.5% of the Company’s issued and outstanding common stock as of December 31, 2022.
(#7) Encik Anuar bin Ismail, an indirect significant shareholder, is a director of Vetrolysis Limited.
Apart from the transactions and balances detailed above and elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.
F-22
Table of contents
NOTE 1716 - ~~GOING CONCERN AND LIQUIDITY CONSIDERATIONS~~CONCENTRATIONS OF RISK

The ~~accompanying condescend consolidated~~Company is exposed to the following concentrations of risk:
(a) Major customers
For the three and six months ended December 31, 2022 and 2021, there was no single customer whose revenue exceeded 10% of the revenue.
(b) Economic and political risk
The Company’s major operations are conducted in U.S.A. and Malaysia. Accordingly, the political, economic, and legal environments in U.S.A. and Malaysia, as well as the general state of U.S.A. and Malaysia’s economy may influence the Company’s business, financial ~~statements have been prepared assuming~~condition, and results of operations.
(c) Exchange rate risk
The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company ~~will continue as a going concern, which contemplates~~could post the ~~realization~~same amount of ~~assets~~profit for two comparable periods and because of the ~~liquidation~~fluctuating exchange rate actually post higher or lower profit depending on exchange rate of ~~liabilities~~HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in ~~the normal course of business.~~ political and economic environments without notice.
NOTE 17 - COMMITMENTS AND CONTINGENCIES
As of December 31, ~~2021,~~2022, the Company ~~had suffered recurring net losses and records an accumulated deficit of $7,562,240. These conditions raise substantial doubt about the Company’s ability~~has commitment to ~~continue as a going concern. The Company intends to fund operations through debt and equity financing arrangements.~~
~~The ability of the Company to survive is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.~~
~~In response to these problems, management intends to raise additional funds through public or private placement offerings, and related party loans.~~
~~No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory~~issue restricted common shares to the ~~Company. Even if~~following service providers on or before December 31, 2023 for services to be performed pursuant to the ~~Company is able to obtain additional financing, if needed, it may contain undue restrictions~~Service Agreements signed as disclosed in Note 13 on ~~its operations, in the case of debt financing,~~ or ~~cause substantial dilution for its stock holders, in the case of equity financing.~~
In March 2020, the World Health Organization declared the outbreak of COVID-19 as a global pandemic, which continues to spread around the world. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the Malaysia’s and global economy. While it is difficult to estimate the financial impact of COVID-19 on the Company’s operations, management believes that COVID-19 could have a material impact on its financial results at this time.
These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.before December 31, 2023:

Number of shares to be issued
EMGTA LLC
375,000
YM Tengku Chanela Jamidah YAM Tengku Ibrahim
500,000
Steven Sorhus
500,000
1,375,000
As of December 31, 2022, the Company has no material contingencies.
NOTE 17 - SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2022, up through the date the Company issued the audited unaudited condensed consolidated financial statements.
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Table of ~~Contents~~contents

~~NOTE 18 – SEGMENT INFORMATION~~
The Company’s segments are business units that offer different products and services and are reviewed separately by the chief operating decision maker (the “CODM”), or the decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Company’s Chief Executive Officer.
~~For the three months ended December 31, 2021:~~

Gold
mineral mining

Distribution of THC-free cannabinoid (CBD) products

Production and distribution of renewable commodities

Holding property

Corporate unallocated

Consolidated

Revenue

$ 0

$ 0

$ 0

$ 0

$ 0

$ 0

Cost of revenue

0

0

0

0

0

0

Gross profit

0

0

0

0

0

0

Selling, general & administrative expenses

(66,093 )

(1,755 )

(17,640 )

(92,254 )

(181,363 )

(359,105 )
Loss from operations

(66,093 )

(1,755 )

(17,640 )

(92,254 )

(181,363 )

(359,105 )
Interest expenses

0

0

0

0

(484,168 )

(484,168 )
Other income

25

0

0

0

0

25

Loss before income tax

(66,068 )

(1,755 )

(17,640 )

(92,254 )

(665,531 )

(843,248 )
Income tax

0

0

0

0

0

0

Net loss

$ (66,068 )

$ (1,755 )

$ (17,640 )

$ (92,254 )

$ (665,531 )

$ (843,248 )
~~For the six months ended December 31, 2021:~~

Gold
mineral
mining

Distribution of THC-free cannabinoid (CBD) products

Production and distribution of renewable commodities

Holding property

Corporate unallocated

Consolidated

Revenue

$ 0

$ 0

$ 0

$ 0

$ 0

$ 0

Cost of revenue

0

0

0

0

0

0

Gross profit

0

0

0

0

0

0

Selling, general & administrative expenses

(107,376 )

(1,755 )

(17,640 )

(102,742 )

(493,588 )

(723,101 )
Loss from operations

(107,376 )

(1,755 )

(17,640 )

(102,742 )

(493,588 )

(723,101 )
Interest expenses

0

0

0

0

(954,934 )

(954,934 )
Other income

12,115

0

0

0

0

12,115

Loss before income tax

(95,261 )

(1,755 )

(17,640 )

(102,742 )

(1,448,522 )

(1,665,920 )
Income tax

0

0

0

0

0

Net loss

$ (95,261 )

$ (1,755 )

$ (17,640 )

$ (102,742 )

$ (1,448,522 )

$ (1,665,920 )

Total assets:

As of December 31, 2021

  66,732

150,975

0

465,267

32,882,177

33,565,151

As of June 30, 2021

$
97,952

0

$
0

$
0

32,961,202

33,059,154

~~The Company conducts its Gold Mineral Mining operation through CSB. The expenses incurred were consisting principally of management services and its major operation is located in Malaysia.~~
The Company conducts business in the distribution of THC-free cannabinoid (CBD) products through Verde Life Inc. which incorporated on the State of Oregon, U.S.A. Its major operation is located in U.S.A.
~~The Company conducts business in production and distribution of renewable commodities through Global Renewables Sdn. Bhd. which incorporated on Malaysia. Its major operation is located in Malaysia.~~
~~The Company formed VEL on August 10, 2021, for the purpose of holding property in Missouri. Its major operation is located in U.S.A.~~
~~F-24~~
~~Table of Contents~~
~~NOTE 19 - SUBSEQUENT EVENTS~~
On January 17, 2022, the Company formed a wholly owned subsidiary, Verde Resources (Malaysia) Sdn Bhd, a company incorporated under the laws of the Malaysia, for the purpose of conducting consultation services and distribution of renewable agricultural commodities.
Under the terms of the Share Sale Agreement on May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited (“BRL”), the acquisition shall be satisfied by the issuance of 321,500,000 shares of the Company’s restricted Common Stock, par value $0.001 per share (the “Common Stock”) at a price per share of $0.03, and the issuance of promissory notes to 17 lenders (the “Lenders”) each with a two-year term period for the agreed principal amount of $20,355,000 (collectively the “Notes”).
On January 20, 2022, the Company has reached a mutual agreement with the Lenders of the Notes to enter into a Supplement to Promissory Note, with each Lender, to convert the total principal loan amount of $20,355,000 into shares of the Company’s restricted Common Stock priced at $0.0611 per share, which represents the last ninety (90) days’ volume weighted average price (VWAP) as of the market closing of January 19, 2022. The Company and the Lenders further agreed that the actual date for the allotment and issue of new shares of the Company’s restricted Common Stock shall be confirmed in a subsequent written agreement.
On February 10, 2022, the Company, through Verde Estates LLC, a limited liability company incorporated in the State of Missouri, which is a wholly-owned subsidiary of the Company’s wholly-owned subsidiary, Verde Renewables, Inc., entered into a Commercial Lease Agreement and Option to Purchase (the “Lease Agreement”) to rent a 24-acre property in La Belle from Jon Neal Simmons and Betty Jo Simmon (the “Landlord”) in order to kickstart carbon farming with biochar in Missouri. Under the Lease Agreement, the term of the lease will be for a period of two (2) years and the Company will have the right to renew the lease with a total of three renewal periods with each term being two years. The base rent is ten thousand dollars ($10,000) for the term, payable on the commencement of the Lease Agreement. The Lease Agreement also grants the Company the exclusive right and option to purchase the premises together with all the right title and interest from the Landlord for a consideration of four hundred ninety thousand dollar ($490,000) at any time during the two years period of the lease term. The Company has paid to the Landlord a security deposit of the sum of two hundred forty thousand dollars ($240,000) prior to the execution of the Lease Agreement. If the Company does not exercise the option to renew the lease or the option to purchase the premises from the Landlord, the security deposit shall be returned to the Company.
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined that there are no significant material subsequent items which are required to be disclosed.
~~F-25~~
~~Table of Contents~~

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

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Description of Business – Risk Factors” section in our Annual Report on Form 10-K, as filed onNovember ~~12, 2021.~~4, 2022. You should carefully review the risks described in our Annual Report and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

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

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

~~Business~~ Overview

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

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

The Company ~~is a Nevada corporation that~~ conducts business operations in Pahang Malaysia through Champmark Sdn Bhd (“CSB”), a ~~privately~~private limited liability company incorporated in Malaysia, ~~which is~~and a ~~deemed subsidiary under the management control of our~~ 100% subsidiary ~~GBL.~~

~~On October 25, 2013, we entered into an Assignment Agreement For the Assignment of Management Right in Merapoh~~Verde Resources Asia Pacific Limited (“VRAP”) (formerly known as Gold ~~Mines in Malaysia (“Assignment Agreement”) with Federal Mining Resources Limited (“FMR”)~~Billion Global Limited), a company incorporated under the laws of the British Virgin Islands.

~~FMR owns 85% equity interest in CSB,~~The following diagram illustrates our current corporate structure:

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

On October 1, 2022, Balakrishnan B S Muthu resigned from his position as President of the ~~Mining Lease for Site IV-1 at the Merapoh Gold Mine under the Contract for Work with MMC Corporation Berhad, the Permit Holder~~Company. Balakrishnan B S Muthu shall remain as Treasurer, Chief Financial Officer, General Manager and Director of Verde and Liang Wai Keen shall remain as Secretary of the ~~Mining Lease.~~Company.

~~Under the terms~~Mr. Jack Wong has been appointed President and Chief Executive Officer of the ~~Assignment Agreement, FMR assigned its management rights~~Company effective October 1, 2022. Mr. Wong was the sole shareholder of ~~CSB’s mining operation in the Mining Lease to~~The Wision Project Sdn Bhd (“Wision”), a subsidiary which was acquired by the Company through its ~~wholly-owned~~wholly owned subsidiary ~~Gold Billion Global Limited~~Verde Resources (Malaysia) Sdn Bhd (“~~GBL”~~VRSB”)~~, in exchange~~ pursuant to Share Sale Agreement (“SSA”) signed on March 23, 2022 for ~~80,000,000 shares of~~ the ~~Company’s common stock, which constituted 95.26% of our issued and outstanding capital stock as of and immediately after the consummation of the acquisition.~~

~~GBL was formed on February 7, 2013, by the Board of Directors of FMR to monitor the CSB operation. The~~ acquisition of one hundred percent 100% of the issued and ~~outstanding capital stock of GBL was agreed upon on~~paid-up ordinary shares in Wision from Mr. Wong.

On October ~~18, 2013, and completed on October 25, 2013, subject to~~1, 2022, the ~~approval of the~~Company’s Board of Directors adopted an employment and ~~the audit~~compensation agreement for Mr. Wong (the “Agreement”). The Agreement provides for an employment term of ~~GBL.~~

~~On February 17, 2014, we entered into a Supplementary Agreement to the Assignment Agreement~~five (5) years. Mr. Wong will receive an annual salary of $287,650 inclusive of any tax payable as required by law. The Company will also provide Mr. Wong an executive vehicle, executive housing, health benefits, and ~~completed a reverse acquisition of GBL pursuant to the Supplementary Agreement. As a result of the acquisition,~~equity incentives upon the Company ~~holds 100%~~adopting an equity interest in GBL and 85% variable interest in CSB. Our consolidated subsidiaries include GBL being our wholly-owned subsidiary and 85% of CSB being a variable interest entity (VIE) and deemed subsidiary of GBL. On April 1, 2014, GBL purchased 85% equity interest of CSB, and CSB became indirect subsidiary of the Company.

On May 10, 2021, the Company announced the Sale and Purchase Agreement to acquire the assets of biofraction plant and the right to use intellectual property license in Sabah, Malaysia from Borneo Energy Sdn Bhd, in consideration of issuance of 166,666,667 share of the Company’s stock at $0.03 per share, valued at $5,000,000. 135,666,667 shares and 31,000,000 shares were issued on May 10, 2021 and July 1, 2021, respectively. The completion of the S&P Agreement is subject to all such acts necessary, including but not limited to due diligence exercise to ascertain the valuation of the assets of the biofraction plant and the right to use the licensed intellectual property in Sabah, Malaysia. The Company also announced the Share Sale Agreement on May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited with Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an unrelated third party, and other individuals unrelated third parties, in consideration of issuance of 321,500,000 shares of the Company’s restricted common stock at $0.03 per share, valued at $9,645,000, and the issuance of promissory notes with two-year term period with a principal amount of $20,355,000. 321,500,000 shares were issued on May 12, 2021 and the promissory notes were issued on May 12, 2021. The face value (principal) amount of $20,355,000 is repayable by May 12, 2023, and bearing zero coupon interest. The promissory note is priced at $16,290,550 considering the current market interest rate. This acquisition is currently in progress and the completion of the S&P Agreement is subject to all such acts necessary, including but not limited to auditing and due diligence exercise to ascertain the valuation of Bio Resources Limited.incentive plan.

Table of Contents

On ~~June 9, 2021,~~October 26, 2022, the Company entered into a ~~Settlement of Debt Agreement~~corporate consulting services agreement (the ~~“Debt Settlement~~“Consulting Agreement”) for investor communication and public relations services with ~~the Company’s creditors Beijing Changxin Wanlin Technology Co., Ltd, Federal Mining Resources Ltd, Federal Capital Investment Limited and Yorkshire Capital Limited (collectively the “Creditors”~~Dutchess Group LLC (“DGL”). Pursuant to convert a total of USD 1,945,096 of the Company’s accounts payable to the Creditors into equity by increasing the share capital by means of a subscription for 64,836,533 new restricted shares of the Company’s common stock at a subscription price of $0.03 per share. As set out in the Debt Settlement Agreements, the new restricted shares for settlement of the account payable to Beijing Changxin Wanlin Technology Co., Ltd, Federal Mining Resources Ltd and Federal Capital Investment Limited issued to their nominee Internet.com Ltd on June 9, 2021.

On June 11, 2021, GBL entered into a Sale and Purchase of Assets Agreement (the “SPA Agreement”) to purchase a factory site from a Malaysia company Segama Ventures Sdn Bhd (“Segaman Ventures”), an unrelated third party, in order to expand the Company’s biofraction plant in Malaysia. Under the terms of the ~~SPA~~Consulting Agreement, the acquisition is satisfied by cash payment of $1,600,000 in two instalments of $800,000 each, one payment upon signing the SPA Agreement, and the second payment within three (3) months from the date of the SPA Agreement. A deposit of $800,000 was paidCompany agreed to Segaman Ventures on June 10, 2021. This acquisition is currently in progress and the completion of the S&P Agreement is subject to all such acts necessary, including but not limited to due diligence exercise to ascertain the valuation of factory site. The consideration shall be refundable if the transaction fails to complete.

On June 17, 2021, the Company through its prospective indirect subsidiary Bio Resources Limited (“BRL”), a company incorporated under the laws of the Labuan, entered into a Shares Sale Agreement with Hermalisa Binti Mohamad Tahir (“Hermalisa”), a company incorporated under the laws of the Malaysia, to acquire the entire issued and paid-up share capital of Global Renewables. Under the terms of the Shares Sale Agreement, the consideration for the acquisition shall be satisfied in full by the payment of Malaysia Ringgit MYR 25,000 upon the execution of the Shares Sale Agreement. The acquisition of Global Renewables was subject to the successful completion of the acquisition of the entire issued and paid-up share capital of BRL. Therefore, the acquisition of Global Renewables will dependent upon the successful acquisition of BRL.

On June 18, 2021, GBL entered into a Shares Sale Agreement with Lamax Gold Limited (“LGL”), a company incorporated under the laws of the British Virgin Islands, in relation to acquisition of the remaining 15% of the issued and paid-up share capital of CSB. Prior to this acquisition, GBL owned 85% equity in CSB. Upon completion of the acquisition, GBL would own the entire issued and paid-up share capital of CSB. Under the terms of the Shares Sale Agreement, the consideration for the acquisition shall be satisfied in full by the payment of Malaysia Ringgit MYR 150,000 ($36,130) upon the execution of the Shares Sale Agreement. This acquisition is currently in progress and the completion of the S&P Agreement is subject to all such acts necessary, including but not limited to auditing and due diligence exercise to ascertain the valuation of 15% of the issued and paid-up share capital of CSB. A deposit of MYR 150,000 ($36,130) was paid to LGL on June 21, 2021. The consideration shall be refundable if the transaction fails to complete.

Verde Renewables, Inc. (“VRI”) was incorporated on August 10, 2021, in the State of Missouri, U.S.A. The major operation of VRI will include management of a processing and packaging facility to process organic bio-waste into sources of renewable commodities using its biofraction technology, and distribution of biochar, wood vinegar and bio-gas. VRI is wholly owned by the Company.

~~Verde Estates LLC (“VEL”) was incorporated on August 10, 2021, in the State of Missouri, U.S.A. VEL is formed for the purpose of holding property in Missouri. VEL is wholly owned by VRI.~~

Verde Life Inc. (“VLI”) was incorporated on November 15, 2021, in the State of Oregon, U.S.A. The major operation of VLI will include conducting business in the distribution of THC-free cannabinoid (CBD) products. VLI is wholly owned by the Company.

On January 17, 2022, the Company formed a wholly owned subsidiary, Verde Resources (Malaysia) Sdn Bhd, a company incorporated under the laws of the Malaysia, for the purpose of conducting consultation services and distribution of renewable agricultural commodities.

On January 20, 2022, the Company has reached a mutual agreement to enter into a Supplement to Promissory Note with each of the 17 lenders (“Lenders”) of the promissory notes that were issued on May 12, 2021, to convert the total principal loan amount of $20,355,000 intoissue 1,500,000 shares of the Company’s restricted common stock ~~priced at $0.0611 per share, which represents~~to DGL within forty-five (45) days of signing the ~~last ninety (90) days’ volume weighted average price (VWAP) as~~Consulting Agreement.

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

On November 22, 2022, the Company through its wholly-owned subsidiary Verde Life Inc. (“VLI”), a company incorporated in the State of ~~January 19, 2022.~~Oregon, entered into a Product Distribution Agreement (the “Agreement”) with Country Farms Sdn Bhd (“CF”), a company incorporated in Malaysia and a wholly-owned subsidiary of Berjaya Corporation Berhad, to grant CF with the exclusive right to distribute white-label CBD products from VLI to its customers in Malaysia. Under the Agreement, CF shall pay VLI a deposit of $200,000 upon execution of this Agreement. Upon submission of the first purchase order, CF shall pay 50% of the purchase order value to VLI. Prior to any product shipment, CF shall pay VLI the balance 50% of the purchase order value less an initial deposit of $70,000. The ~~Company and the Lenders further agreed that the actual date~~remaining deposit of $130,000 shall be retained for the ~~allotment~~exclusivity and ~~issue~~subsequent orders. The term of ~~new~~the Agreement will commence on November 22, 2022 for a period of three (3) years.

On November 30, 2022, the Company through its wholly-owned subsidiary Verde Renewables, Inc. (“VRI”), a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement (the “Agreement”) with Y M Tengku Chanela Jamidah Y A M Tengku Ibrahim to engage her as its Director of Strategic Initiatives to promote and make introductions for the benefit of advancing the Company’s business and interests amongst her networks as designated in the Agreement. Under the Agreement, the Company will pay Y M Tengku Chanela Jamidah Y A M Tengku Ibrahim by the issuance of 1,000,000 shares of the Company’s restricted common stock, ~~shall~~par value $0.001 per share (the “Common Stock”) in two tranches of 500,000 shares each on or before December 31, 2022 and December 31, 2023 respectively. The term of the Agreement will be ~~confirmed in~~for a ~~subsequent written agreement.~~

~~Table of Contents~~

~~Corporate History and Structure~~

~~Verde Resources, Inc. was incorporated~~fixed period of twenty-four (24) months commencing on April 22, 2010, in the State of Nevada, U.S.A. The following persons were appointed to serve as directors and to assume the responsibilities of officers on October 17, 2013. Mr. Wu Ming Ding, as President and Director; Mr. Balakrishnan B S Muthu as Treasurer Chief Financial Officer, General Manager and Director; and Mr. Liang Wai Keen as Secretary. Mr. Wu and Mr. Muthu were added to the Board of Directors.November 30, 2022.

On ~~April~~December 1, 2014, the Board of Directors of Gold Billion Global Limited (“GBL”) notified Federal Mining Resources Limited (“FMR”) upon the decision to exercise the right of option to purchase 85% equity interest of Champmark Sdn Bhd (“CSB”) under Management Agreement Section 3.2.4 dated July 1, 2013, between GBL and FMR. This acquisition was completed on April 1, 2014, with consideration of US$1, and GBL then became 85% shareholder of CSB.

~~Effective February 20, 2021, Mr. Wu Ming Ding resigned all of his positions as President and Director of~~2022, the Company, through its wholly-owned subsidiary VRI, entered into a Services Agreement (the “Agreement”) with ~~Mr. Balakrishnan B S Muthu being appointed President~~Steven Sorhus to ~~fill the vacancy created. Effective February 20, 2021, Mr. Chen Ching was appointed Director~~engage him as its Financial Controller to prepare monthly financial reports and financial projections, and oversee daily accounting practices of the Company and its subsidiaries as designated in the ~~entire Board~~Agreement. Under the Agreement, the Company will pay Steven Sorhus by the issuance of ~~Directors now consists of Mr. Balakrishnan B S Muthu and Mr. Chen Ching.~~

~~Effective February 2, 2018, the Company’s Articles of Incorporation were amended to increase the authorized~~800,000 shares of the ~~Company from 250,000,000 shares of~~Company’s restricted common stock, ~~to 10,000,000,000~~par value $0.001 per share (the “Common Stock”) in two tranches of 300,000 shares ~~of common stock. A copy~~on or before December 31, 2022 and 500,000 shares on or before December 31, 2023. The term of the ~~Certificate~~Agreement will be for a fixed period of ~~Amendment was filed~~twenty-five (25) months commencing on December 1, 2022.

On December 1, 2022, the Company, through its wholly-owned subsidiary VRI, entered into a Services Agreement (the “Agreement”) with EMGTA LLC (“EMGTA”). Under the ~~Nevada Secretary~~Agreement, EMGTA will provide services to develop business plan and marketing strategy to facilitate business growth, and identify new customers and markets for the Company. The Company will pay EMGTA by the issuance of ~~State. The Form 8K announcing the increase of the authorized~~750,000 shares of the ~~Company was filed with SEC~~Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) in two tranches of 375,000 shares each on ~~February 6, 2018.~~

~~Effective March~~or before December 31, ~~2021, Mr. Carl M. Craven was appointed Director~~2022 and December 31, 2023 respectively. The term of the ~~Company and the entire Board~~Agreement will be for a fixed period of ~~Directors now consists of Mr. Balakrishnan B S Muthu, Mr. Chen Ching and Mr. Carl M. Craven. The Form 8-K announcing the change in officers and directors were filed with SEC~~twenty-five (25) months commencing on ~~April~~December 1, ~~2021.~~

~~The following diagram illustrates our current corporate structure:~~

According to ASC 810-05-08 A, CSB is a deemed subsidiary of GBL where GBL controls the Board of Directors of CSB, rights to receive future benefits and residual value, and obligation to absorb loss and finance for CSB. GBL has the power to direct the activities of CSB that most significantly impact CSB’s economic performance and the obligation to absorb losses of CSB that could potentially be significant to the CSB or the right to receive benefits from CSB that could potentially be significant to CSB. GBL is the primary beneficiary of CSB because GBL can direct the activities of CSB through the common directors and 85% shareholder FMR. Under 810-23-42, 43, it is determined that CSB is de-facto agent of the principal GBL and so GBL will consolidate CSB from July 1, 2013. On April 1, 2014, GBL purchased 85% equity interest of CSB, and CSB became indirect subsidiary of the Company.2022.

On ~~June 18, 2021, GBL~~December 15, 2022, the Company entered into a ~~Shares Sale~~Services Agreement (the “Agreement”) with ~~Lamax Gold Limited (“LGL”),~~Looi Pei See to engage her as a ~~company incorporated under~~consultant to develop the ~~laws~~retail markets for the Company’s products and services in Malaysia and Singapore. The Company will pay Looi Pei See by the issuance of 1,140,000 shares of the ~~British Virgin Islands, in relation to acquisition of the remaining 15% of the issued and paid-up~~Company’s restricted common stock, par value $0.001 per share capital of CSB. Prior to this acquisition, GBL owned 85% equity in CSB. Upon completion of the acquisition, GBL would own the entire issued and paid-up share capital of CSB. Under the terms of the Shares Sale Agreement, the consideration for the acquisition shall be satisfied in full by the payment of Malaysia Ringgit MYR 150,000 upon the execution of the Shares Sale Agreement. This acquisition is currently in progress and the completion of the S&P Agreement is subject to all such acts necessary, including but not limited to auditing and due diligence exercise to ascertain the valuation of 15% of the issued and paid-up share capital of CSB. A deposit of MYR 150,000 ($36,130) was paid to LGL(the “Common Stock”) on ~~June 21, 2021. The consideration shall be refundable if the transaction fails to complete.~~

On August 10, 2021, the Company formed a wholly owned subsidiary, Verde Renewables, Inc., for the purpose of conducting business in Missouri (using palm waste to create biochar and related products). Another entity, Verde Estates, LLC, was also formed on August 10, 2021 to own property in Missouri. Verde Estates, LLC is a wholly owned branch of Verde Renewables, Inc.

~~On November 15, 2021, the Company formed a wholly owned subsidiary, Verde Life Inc., an Oregon corporation for the purpose of conducting business in the distribution of THC-free cannabinoid products.~~

~~Table of Contents~~

~~Contractual Arrangements~~

~~Our exploration and mining business is currently provided through contractual arrangements with CSB through our wholly-owned subsidiary GBL.~~

CSB, the VIE of GBL, sells gold minerals directly to the registered gold trading company in Malaysia. We have been and are expected to continue to be dependent on our VIE to operate our exploration and mining business. GBL has entered into contractual arrangements with its VIE, which enable us to exercise effective control over the VIE, receive substantially all of the economic benefits from the VIE, and have the option to purchase equity interests in the VIE.

~~On July 1, 2013, the Company’s subsidiary GBL entered into a series of agreements (“VIE agreements”) with FMR and details of the VIE agreements are as follows :~~

1.	~~Management Agreement, FMR entrusted the management rights of its subsidiary CSB to GBL that include:~~

	i)	~~management and administrative rights over the day-to-day business affairs of CSB and the mining operation at Site IV-1 of the Merapoh Gold Mine;~~
	~~ii)~~	~~final right for the appointment of members to the Board of Directors and the management team of CSB;~~
	~~iii)~~	~~to act as principal of CSB;~~
	~~iv)~~	~~an obligation to provide financial support to CSB;~~
	v)	~~an option to purchase an equity interest in CSB;~~
	~~vi)~~	~~an entitlement to future benefits and residual value of CSB;~~
	~~vii)~~	~~a right to impose no dividend policy;~~
	~~viii)~~	~~human resources management.~~

Debt Assignment, FMR assigned to GBL the sum of money in the amount of US Dollars Three Hundred Nine Thousand Three Hundred Thirty One And Ninety Two cents (US$ 309,331.92), now due to GBL from CSB under the financing obligation from the FMR to CSB.

~~With the above agreements, GBL controls CSB as the primary beneficiary and the operating results of the VIE was included in the condensed consolidated financial statements.~~

~~CSB holds the operating right to Merapoh Gold Mine (the “Mine”) with all regulatory and government operating licenses in Malaysia.~~

~~On April 1, 2014, GBL purchased 85% equity interest of CSB, and CSB became indirect subsidiary of the Company.~~

On June 18, 2021, GBL entered into a Shares Sale Agreement to acquire the remaining 15% of the issued and paid-up share capital of CSB. GBL would own the entire issued and paid-up share capital of CSB upon completion of the acquisition.or before December 31, 2022.

Stage of Operation

~~The Company does not own any title and/or concession right in any mines. The Company is undertaking natural mineral resource extraction management services.~~

The Company has negotiated with Malaysia state agency PKNP on a 2-year lease for a new mining location that is about 5 km from the current Merapoh mine site and is currently awaiting clearance approval from Malaysia Forest Department. For the period between January 2021 to December 2021, there was no production at the Merapoh Gold Mine. The objective of the Company is to improve the productivity at the new mine to ensure that the operation will be carried out effectively and efficiently at minimum cost.

~~Current Mining Property and Location~~

~~Merapoh Gold Mine (the “Mine”)~~

~~The Merapoh Gold Mine is located in northern Pahang, with convenient road access through Kelantan directly to mine site and is about 400 kilometers away from Kuala Lumpur.~~

~~Current State of Exploration:~~

~~As of the date of this report, the Merapoh Gold Mine property is without significant known reserves.~~

The Merapoh Gold Mine commenced exploratory operation in alluvia mining and achieved its first gold pour in July 2011. Through the years of operation, the Company has performed ongoing exercises to improve upon the matching of processing method with the types of ore in order to optimize cost to recovery ratio. In July 2013, production was outsourced to a reputable subcontractor, and developed a resource management system to match ore against processes to achieve the most cost efficient and highest recovery production procedure.

~~There was no gold ore extraction of the Merapoh Gold Mine and no gold concentrate sold for the period between January 1, 2021 and December 31, 2021.~~

Our revenues have been derived from gold production from the Merapoh Gold Mine, but currently there is no production from that mine and we are not certain that there will be production in the coming future. Management continues to search for mining opportunities to generate revenues for the Company in the future. Management continues to search for mining opportunities to generate revenues in the future.

~~Table of Contents~~

~~Results of Operations~~

~~For the three months ended December 31, 2021~~~~and 2020:~~

We have generated $0 and $0 revenues for the three months ended December 31, 2021 and 2020, and have recorded a gross profit of $0 and $0 for the three months ended December 31, 2021 and 2020. We have incurred $359,105 and $34,512 in operating expenses through December 31, 2021 and 2020. We have interest expense of $484,168 and $0 for the three months ended December 31, 2021 and 2020. We have other income $25 and $0 for the three months ended December 31, 2021 and 2020.

~~The following table provides selected financial data about our company for the three months ended December 31, 2021 and December 31, 2020.~~

12/31/2021

12/31/2020

Change

Statement of Operation

Amount

Amount

%

(Unaudited)

(Unaudited)

Revenue

$ -

$ -

- %
Cost of revenue

$ -

$ -

- %
Gross profit

$ -

$ -

- %
Operating Expenses

$ 359,105

$ 34,512

941 %
Interest expense

$ 484,168

$ -

N/A
%
Other Income, net

$ 25

$ -

N/A
%

The revenue is normally derived from the sales of gold mineral to customers in Malaysia. There was no revenue for the three months ended December 31, 2021 and 2020 because of the depletion of mineral reserves in the mine. Operating expenses comprised mainly of salaries, office costs, legal and professional fees. The increase in operating expenses for the period was mainly due to the increase of consultancy, salary, legal and professional fees during the period. The increase in salary expenses for the period was mainly due to the increase number of staff for new segment development during the period.

~~For the six months ended December 31, 2021~~~~and 2020:~~

We have generated $0 and $0 revenues for the six months ended December 31, 2021 and 2020, and have recorded a gross profit of $0 and $0 for the six months ended December 31, 2021 and 2020. We have incurred $723,101 and $98,792 in operating expenses through December 31, 2021 and 2020. We have interest expense of $954,934 and $0 for the six months ended December 31, 2021 and 2020. We have other income $12,115 and $0 for the six months ended December 31, 2021 and 2020.

~~The following table provides selected financial data about our company for the six months ended December 31, 2021 and December 31, 2020.~~

12/31/2021

12/31/2020

Change

Statement of Operation

Amount

Amount

%

(Unaudited)

(Unaudited)

Revenue

$ -

$ -

-
%
Cost of revenue

$ -

$ -

-
%
Gross profit

$ -

$ -

-
%
Operating Expenses

$ 723,101

$ 98,792

632 %
Interest expense

$ 954,934

$ -

N/A
%
Other Income, net

$ 12,115

$ -

N/A
%

The revenue is normally derived from the sales of gold mineral to customers in Malaysia. There was no revenue for the six months ended December 31, 2021 and 2020 because of the depletion of mineral reserves in the mine. Operating expenses comprised mainly of salaries, office costs, legal and professional fees. The increase in operating expenses for the period was mainly due to the increase of consultancy, salary, legal and professional fees during the period. The increase in salary expenses for the period was mainly due to the increase number of staff for new segment development during the period.

~~The average rate of MYR : USD for six months ended December 31, 2021 and December 31, 2020 was 1 to 0.2393 and 1 to 0.2419 respectively.~~

~~Table of Contents~~

~~Plan of Operation~~

~~Our Industry and Principal Markets~~

The report by BMI Research states that global gold mine output growth will pick up in the next few years, supported by higher gold prices and solid projects in key countries. BMI Research forecasts global gold production to increase from 105moz in 2018 to 125moz by 2026, averaging 2.3% annual growth. While a steady pace of growth, this represents a slight deceleration in growth rate compared with the previous eight-year average of 3.1%.

~~Subcontractor~~

In an effort to enhance the efficiency of mine operations at the Merapoh Gold Mine, Champmark Sdn Bhd (“CSB”) entered into an Operation Term Sheet (“OTS”) agreement in July 2013 to outsource the exploitation works of alluvial gold resources at Site IV-1 of the Merapoh Gold Mine to a subcontractor Borneo Oil & Gas Corporation Sdn Bhd (“BOG”).

BOG has the experience and local knowledge in managing the exploitation of alluvial gold at the Merapoh Gold Mine. The Company will provide necessary disclosure when any significant agreements have been made with sub-contractors in the future.

~~BOG became the Company’s shareholder in January 29, 2014, and was no longer a third party subcontractor.~~

~~Expansion Plans~~

The Company has negotiated with Malaysia state agency PKNP on a 2-year lease for a new mining location that is about 5 km from the current Merapoh mine site. The leasing premium has been paid but the mining lease certificate will only be issued upon clearance from the Malaysia Forest Department, which is expected in mid ~~2022~~2023 subject to review on COVID-19 “Movement Control Order” by the Malaysian government.

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

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

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

The Company is diversifying into the green industry with its acquisition of Bio Resources Ltd (“BRL”), the beneficial and/or registered proprietor of the intellectual property known as “Catalytic Biofraction Process”, which is a slow pyrolysis process using a proprietary catalyst to depolymerise palm biomass wastes (empty fruit bunches or palm kernel shells) in temperature range of 350 ~~degC~~degree Celsius to 500 ~~degC~~degree Celsius to yield commercially valuable bio products: bio-oil, wood vinegar (pyroligneous acid), biochar and bio-syngas. The intellectual property is a second-generation pyrolysis process where non-food feedstock like the palm biomass wastes is used as feedstock. The ~~success of venturing into the green industry is dependent~~acquisition was completed on ~~the completion of the acquisition subject to auditing and due diligence exercise to ascertain the valuation of BRL.~~October 12, 2022.

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

~~Limited Operating History; Need for Additional Capital~~

There is no historical financial information about us upon which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Table of Contents

~~Liquidity~~ Results of Operations

For the three months ended December 31, 2022and ~~Capital Resources~~2021:

The following table ~~provides~~sets forth selected ~~cash flow data about~~financial information from our ~~company~~statements of comprehensive loss for the three months ended December 31, 2022 and 2021:

	December 31, 2022			December 31, 2021			Change
	Amount			Amount			%
	(Unaudited)			(Unaudited)
Revenue	$	81,140		$	-			100	%
Cost of revenue	$	(31,656	)	$	-			100	%
Gross profit	$	49,484		$	-			100	%
Operating expenses	$	862,080		$	359,105			203.6	%
Interest expense	$	1,349,548		$	484,168			178.7	%
Other income, net	$	1,878		$	25			7,412	%
NET LOSS	$	(2,160,266	)		(843,248	)		183.2	%

The average rate of MYR : USD for three months ended December 31, 2022 and December 31, 2021 was 0.2207 and 0.2398 respectively.

Revenue

The revenue is mainly derived from the rental income and sales of products in Malaysia.

We have generated $81,140 and $0 revenues for the three months ended December 31, 2022 and 2021.

Cost of revenue

We have generated $31,656 and $0 cost of revenues for the three months ended December 31, 2022 and 2021.

Gross profit

We have recorded a gross profit of $49,484 and $0 for the three months ended December 31, 2022 and 2021.

Operating expense

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

We have incurred $862,080 and $359,105 in operating expenses through December 31, 2022 and 2021.

Interest expense and Other income, net

We have interest expense of $1,349,548 and $484,168 for the three months ended December 31, 2022 and 2021. The increase in interest expenses for the period was mainly due to early conversion of promissory note.

We have other net income of $1,878 and $25 for the three months ended December 31, 2022 and 2021.

Net loss

As a result of the above factors, the Company incurred a net loss of $2,160,266 and $843,248 for the three months ended December 31, 2022 and 2021, respectively.

Table of Contents

For the six months ended December 31, 2022and 2021:

The following table sets forth selected financial information from our statements of comprehensive loss for the six months ended December 31, ~~2021~~2022 and 2021:

	December 31, 2022			December 31, 2021			Change
	Amount			Amount			%
	(Unaudited)			(Unaudited)
Revenue	$	107,452		$	-			100	%
Cost of revenue	$	(79,595	)	$	-			100	%
Gross profit	$	27,857		$	-			100	%
Operating expenses	$	1,672,522		$	723,101			131.3	%
Interest expense	$	1,879,660		$	954,934			96.84	%
Other income, net	$	7,653		$	12,115			(36.83)	%
NET LOSS	$	(3,516,672	)		(1,665,920	)		111.1	%

The average rate of MYR : USD for six months ended December 31, 2022 and December 31, ~~2020.~~2021 was 0.2210 and 0.2393 respectively.

Cash Flow Date

12/31/2021

12/31/2020

Net Loss from operation

$ (1,665,920 )

$ (98,792 )
Net Cash Generated/(Used) from operating activities

$ (543,559 )

$ (54,029 )
Net Cash Generated/(Used) from investing activities

$ (390,836 )

$ -

Net Cash Generated/(Used) from financing activities

$ (2,610 )

$ -

Effect of exchange rate changes on cash and cash equivalents

$ (3,888 )

$ 63,244

Net increase (decrease) in cash and cash equivalents

$ (940,893 )

$ 9,215

Cash and cash equivalents at beginning of year

$ 2,117,622

$ 24,027

Cash and cash equivalents at end of year

$ 1,176,729

$ 33,242

Revenue

The revenue is mainly derived from the rental income and sales of products in Malaysia.

We have generated $107,452 and $0 revenues for the six months ended December 31, 2022 and 2021.

Cost of revenue

We have generated $79,595 and $0 cost of revenues for the six months ended December 31, 2022 and 2021.

Gross profit

We have recorded a gross profit of $27,857 and $0 for the six months ended December 31, 2022 and 2021.

Operating expense

We have incurred $1,672,522 and $723,101 in operating expenses through December 31, 2022 and 2021.

Interest expense and Other income, net

We have interest expense of $1,879,660 and $954,934 for the six months ended December 31, 2022 and 2021. The increase in interest expenses for the period was mainly due to early conversion of promissory notes.

We have other net income of $7,653 and $12,115 for the six months ended December 31, 2022 and 2021.

Net loss

As a result of the above factors, the Company incurred a net loss of $3,516,672 and $1,665,920 for the six months ended December 31, 2022 and 2021, respectively.

Liquidity and Capital Resources

The following summarizes the key component of our cash flows for the six months ended December 31, 2022 and 2021.

Cash Flow Date	December 31, 2022			December 31, 2021

Net Cash (Used in) operating activities	$	(990,787	)	$	(543,559	)
Net Cash (Used in) investing activity		(445,326	)		(390,836	)
Net Cash Provided by (Used in) financing activities		1,391,098			(2,610	)
Effect of exchange rate fluctuation on cash and cash equivalents		(10,342	)		(3,888	)
Net decrease in cash and cash equivalents		(45,015	)		(937,005	)
Cash and cash equivalents, beginning of period		418,917			2,117,622
Cash and cash equivalents, ending of period	$	363,560		$	1,176,729

Net Cash (Used in) Operating Activities

For the six months ended December 31, ~~2021,~~2022, the Company had incurred net loss from operation of ~~$1,665,920~~$3,516,672 which posted a negative impact to the ~~company’s~~Company’s cash flow. The reconciliation on non-cash items such as interest expenses, depreciation and amortization ~~provides~~provide positive impact on cash.

In the operation analysis, the net cash used in operating activities increased from ~~$54,029~~$543,559 to ~~$543,559.~~$990,787. The operation loss of ~~$1,665,920~~$3,516,672 was partially offset by the noncash expenses such as ~~$5,220~~$79,907 in depreciation, ~~$15,585~~$65,822 in amortization, ~~191,222~~$307,457 in ~~share based~~share-based compensation, ~~and $954,934~~$1,870,972 in interest expenses on promissory ~~notes.~~notes, $8,688 in lease interest expense and $600 from gain on disposal of property, plant and equipment. In the operating assets and liabilities, the net ~~decrease~~increase in current assets resulted from ~~a decrease of other receivables at $26,169 and~~ an increase of other receivables, deposits and prepayments of ~~$111,102 whereas the~~$110,088, an increase in inventories held of $17,320 and a decrease in accounts receivables of $4,489. The net increase in current liabilities resulted from $202,117 increase ofin advances from related parties, $83,991 increase in accrued liabilities and other payables ~~at 28,433, advance from sub-contractor & related parties at $12,623~~ and ~~$723 decrease of~~$30,250 increase in accounts payable. The final result of the cash flow used in operating activities was ~~$543,559 negative cash flow effect.~~$990,787.

Net Cash (Used in) Investing Activity

The net cash used by investing ~~activities~~activity of ~~$390,836~~$445,326 resulted from ~~advances to related party at $118,848, security deposit paid at $240,000 and acquisition~~purchase of property, plant and equipment ~~at $31,988~~of $469,466, offset by proceeds on disposal of $23,000 and net cash on acquisition of a subsidiary company of $1,140 for the six months ended December 31, ~~2021.~~2022.

Net Cash Provided by (Used in) Financing Activities

The net cash ~~used~~provided by financing activities of ~~$2,610~~$1,391,098 resulted from ~~repayment~~proceeds from shares issued of ~~hire purchase creditor~~$1,376,280 and net proceeds from drawdown of loans of $50,000, set off partially by repayments to lease liabilities and related interests for the six months ended December 31, ~~2021.~~

~~The net increase in exchange rate effect~~2022 of ~~$3,888 provided a negative cash flow effect and the overall cash and cash equivalents at the end of December 31, 2021, was decreased by $940,893 with $1,176,729 as the closing balance.~~$35,182.

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

Working Capital

As of December 31, 2022 and June 30, 2022, we had cash and cash equivalent of $363,560 and $418,917, respectively. As of December 31, 2022 and June 30, 2022, we have incurred accumulated operating losses of $9,810,142 and $10,357,920, respectively.

Off-Balance Sheet Arrangements

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

109

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). During ~~the 2021,~~2022, the Company has been undertaking tremendous changes and expansion which rendered the management to re-consider the availability of more management talents and professional staff to meet the enlargement in operation under the coming acquisition and expansion move. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

As of December 31, ~~2021~~2022 management also assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. During the 2021, the Company has been undertaking tremendous enlargement and expansion which rendered the management to re-consider the availability of more management talents and professional staff to meet the enlargement in operation during and after the coming acquisition and expansion move.assessments Based on ~~this~~our consideration and ~~that~~ evaluation, the current management concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management is dominated by three individuals without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officers in connection with the review of our financial statements as of December 31, ~~2021.~~2022. In the meantime, management has appointed external consultants to minimise risk and ascertain compliance of the requirements.

Management believes that the material weaknesses set forth above did not have an immediate negative effect on our financial results because of our small size of operation. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements if the Company were growing substantially after the expansion move was materialized.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the six months ended December 31, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

1110

Table of Contents

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

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

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

N/A.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosure.

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic and annual reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine Safety and Health Act of 1977. The Company did not have any mines in the United States during the period ended December 31, ~~2021.~~2022.

Item 5. Other Information.

None.

1211

Table of Contents

Item 6. Exhibits.

The following exhibits are included as part of this report:

Exhibit No.		Description
31.1		Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
31.2		Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
32.1		Rule 1350 Certifications of Chief Executive Officer and Chief Financial Officer.

______________

101*

* The following financial information from Verde Resources, Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 31, ~~2021,~~2022, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheets as of December 31, ~~2021,~~2022, and June 30, ~~2021,~~2022, (ii) Condensed Statements of Operations for the three and six months ended December 31, ~~2021~~2022 and ~~2020,~~2021, (iii) Condensed Statements of Cash Flows for the six months ended December 31, ~~2021~~2022 and ~~2020,~~2021, and (iv) Notes to Condensed Financial Statements.

1312

Table of Contents

SIGNATURES

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

			VERDE RESOURCES, INC.
		(Registrant)

Dated: February ~~22, 2022~~14, 2023	By:	/s/ ~~Balakrishnan B S Muthu~~Jack Wong
		~~Balakrishnan B S Muthu~~Jack Wong
		President and Chief Executive Officer
		(Principal Executive Officer)

Table of Contents

		PAGE

	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements.	34

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	45

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	119

Item 4.	Controls and Procedures.	119

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	1211

Item 1A.	Risk Factors.	1211

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	1211

Item 3.	Defaults Upon Senior Securities.	1211

Item 4.	Mine Safety Disclosures.	1211

Item 5.	Other Information.	1211

Item 6.	Exhibits.	1312

	SIGNATURES	1413

	As at December 31,			As at June 30,
	2021			2021
ASSETS
Current Assets
Cash and cash equivalents	$	1,176,729		$	2,117,622
Other receivables		0			26,338
Advanced to related party		125,408			6,691
Other deposit & prepayment		117,200			6,137
Total Current Assets	$	1,419,337		$	2,156,788
Long Term Assets
Property, plant and equipment	$	89,967		$	555
Right of use assets		44,292			60,131
Deposit paid for acquisition of subsidiaries		25,971,555			25,971,680
Deposit paid for acquisition of property, plant and equipment		6,040,000			4,870,000
Total Long Term Assets	$	32,145,814		$	30,902,366

TOTAL ASSETS	$	33,565,151		$	33,059,154

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	1,921		$	2,655
Advanced from related parties		590,353			585,783
Hire purchase creditor		10,440			0
Accrual and other payables		193,170			164,849
Total Current Liabilities	$	795,884		$	753,287
Long term Liabilities
Hire purchase creditors	$	49,593		$	0
Promissory notes		17,490,876			16,535,942
Total Long Term Liabilities	$	17,540,469		$	16,535,942

TOTAL LIABILITIES	$	18,336,353		$	17,289,229

STOCKHOLDERS’ DEFICIT
Preferred stock, par value $0.001, 50,000,000 shares authorized, none issued and outstanding		0			0
Common stock, par value $0.001, 10,000,000,000 shares authorized, 810,742,109 and 779,742,109 shares issued and outstanding as of December 31, 2021 & June 30, 2021 respectively	$	810,742		$	779,742
Additional paid-in capital		21,789,289			20,699,067
Accumulated deficit		(7,562,240	)		(5,913,255	)
Accumulated other comprehensive income (loss)		649,241			646,205
Non-controlled interest		(458,234	)		(441,834	)
Total Stockholders’ Deficit	$	15,228,798		$	15,769,925

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	33,565,151		$	33,059,154

	Three Months Ended December 31,						Six Months Ended December 31,
	2021			2020			2021			2020

REVENUES
Revenue	$	0		$	0		$	0		$	0
Cost of revenue		0			0			0			0
Gross profit		0			0			0			0
OPERATING EXPENSES:
Selling, general & administrative expenses		(359,105	)		(34,512	)		(723,101	)		(98,792	)
LOSS FROM OPERATIONS	$	(359,105	)	$	(34,512	)	$	(723,101	)	$	(98,792	)

INTEREST EXPENSES	$	(484,168	)	$	0		$	(954,934	)	$	0

OTHER INCOME(EXPENSES)		25			0			12,115			0

*NET LOSS BEFORE INCOME TAX*	$	(843,248	)	$	(34,512	)	$	(1,665,920	)	$	(98,792	)

Provision of Income Tax		0			0			0			0
NET LOSS	$	(843,248	)	$	(34,512	)	$	(1,665,920	)	$	(98,792	)

Non-controlled interest		12,556			3,688			16,935			6,986
Net loss contributed to the group		(830,692	)		(30,824	)		(1,648,985	)		(91,806	)

Other comprehensive income(loss)
Foreign currency translation income(loss)	$	(5,423	)	$	(87,360	)	$	3,571		$	(166,760	)

*Comprehensive income(loss)*	$	(836,115	)	$	(118,184	)	$	(1,645,414	)	$	(258,566	)

Less: Other comprehensive (gain) loss attributable to non-controlling interest		814			13,104			(535	)		25,014
Other comprehensive income (loss) attributable to Verde Resources, Inc.	$	(4,609	)	$	(74,256	)	$	3,036		$	(141,746	)

*Basic and Diluted Profit (Loss) per Common Share*	$	(0.00	)*	$	(0.00	) *	$	(0.00	)*	$	(0.00	)*

*Weighted Average Number of Common Shares Outstanding*		810,742,109			116,038,909			810,742,109			116,038,909

	December 31, 2021			December 31, 2020
Cash flows from operating activities:
Net profit (loss)	$	(1,665,920	)	$	(98,792	)
Adjustments to reconcile loss to net cash used in operation
Amortization		15,585			6,165
Depreciation		5,220			86
Interest expenses		954,934			0
Stock-based compensation		191,222			0
Changes in operating assets and liabilities
(Increase) decrease in:
Other receivables		26,169			0
Other deposits and prepayment		(111,102	)		0
Increase (decrease) in:
Accounts payable		(723	)		(956	)
Accrued liabilities and other payables		28,433			(7,783	)
Advanced from sub-contractor & related parties		12,623			47,251
Net cash used in operating activities		(543,559	)		(54,029	)

Cash flows from investing activities:
Advanced to related party		(118,848	)		0
Payments of deposit paid for property, plant and equipment		(240,000	)		0
Purchase of property, plant and equipment		(31,988	)		0
Net cash used in investing activities		(390,836	)		0

Cash flows from financing activities:
Repayments to hire purchase creditor		(2,610	)		0
Net cash used in financing activities		(2,610	)		0

Net increase (decrease) in cash and cash equivalent		(937,005	)		(54,029	)

Effect of exchange rate changes on cash		(3,888	)		63,244

Net increase (decrease) in cash and cash equivalents		(940,893	)		9,215
Cash and cash equivalents at beginning of year		2,117,622			24,027
Cash and cash equivalents at end of year/ period	$	1,176,729		$	33,242

Supplementary cash flow information
Income taxes paid	$	0		$	0
Interest paid	$	0		$	0

Supplementary non-cash information
Deposit paid for acquisition of property, plant and equipment (note 7)		930,000			0
Purchase of property, plant and equipment under finance lease		(62,643	)
Increase in finance lease liabilities		60,033			0

	December 31, 2022			June 30, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	363,560		$	418,917
Accounts receivable		16,565			21,028
Inventories		104,462			87,035
Amount due from related party		100			-
Prepayments		595,869			722
Other receivables and deposits		210,414			118,516

Total current assets		1,290,968			646,218

Non-current assets:
Property, plant and equipment, net		2,365,697			1,048,893
Right of use assets, net		693,596			685,714
Mining rights		12,328			27,088
Intangible asset		30,192,771			-
Security deposit		80,000			320,000
Deposit paid for acquisition of subsidiaries		-			25,935,550
Deposit paid for acquisition of property, plant and equipment		5,000,000			5,000,000

Total non-current assets		38,344,392			33,017,245

TOTAL ASSETS	$	39,635,360		$	33,663,463

LIABILTIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	48,483		$	18,211
Accrued liabilities and other payables		392,299			283,656
Finance lease liabilities		169,496			75,224
Operating lease liability		18,975			-
Bank loan		50,000			-
Promissory notes		-			18,484,028
Amount due to director		22,737			-
Amounts due to related parties		893,045			555,527

Total current liabilities		1,595,035			19,416,646

Non-current liabilities:
Finance lease liabilities		686,883			97,900
Operating lease liability		40,335			-

Total non-current liabilities		727,218			97,900

TOTAL LIABILITIES		2,322,253			19,514,546

Commitments and contingencies		-			-

STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.001 par value; 10,000,000,000 shares authorized; 1,173,576,654 and 819,188,055 issued and outstanding as of December 31, 2022 and June 30, 2022		1,173,576			819,188
Additional paid-in capital		45,218,582			22,945,190
Accumulated other comprehensive income		731,091			742,459
Accumulated deficit		(9,810,142	)		(10,357,920	)
Stockholders’ equity		37,313,107			14,148,917

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	39,635,360		$	33,663,463

	Three Months ended December 31,						Six Months ended December 31,
	2022			2021			2022			2021

Revenue, net	$	81,140		$	-		$	107,452		$	-

Cost of revenue		(31,656	)		-			(79,595	)		-

Gross profit		49,484			-			27,857			-

Operating expenses:
General and administrative		(862,080	)		(359,105	)		(1,672,522	)		(723,101	)
Total operating expenses		(862,080	)		(359,105	)		(1,672,522	)		(723,101	)

LOSS FROM OPERATION		(812,596	)		(359,105	)		(1,644,665	)		(723,101	)

Other (expense) income:
Interest expense		(1,349,548	)		(484,168	)		(1,879,660	)		(954,934	)
Other income		1,878			25			7,653			12,115
Total other expense, net		(1,347,670	)		(484,143	)		(1,872,007	)		(942,819	)

LOSS BEFORE INCOME TAXES		(2,160,266	)		(843,248	)		(3,516,672	)		(1,665,920	)

Income tax expense		-			-			-			-

NET LOSS		(2,160,266	)		(843,248	)		(3,516,672	)		(1,665,920	)

Comprising:
Net loss attributable to noncontrolling interest		-			(12,556	)		-			(16,935	)
Net loss attributable to Verde Resources Inc., shareholders		-			(830,692	)		-			(1,648,985	)

	$	(2,160,266	)	$	(843,248	)	$	(3,516,672	)	$	(1,665,920	)

Other comprehensive (loss) income:
– Foreign currency adjustment (loss) income		(91,188	)		(5,423	)		(11,368	)		3,571
Less: other comprehensive (loss) income attributable to non-controlling interest		-			(814	)		-			535
Add: other comprehensive income attributable to Verde Resources Inc., shareholders		(91,188	)		(4,609	)		(11,368	)		3,036

COMPREHENSIVE LOSS	$	(2,251,454	)	$	(848,671	)	$	(3,528,040	)	$	(1,662,349	)

Net loss per share
– Basic	$	0.00		$	0.00		$	0.00		$	0.00
– Diluted	$	0.00		$	0.00		$	0.00		$	0.00

Weighted average common shares outstanding
– Basic		867,178,851			810,742,109			867,178,851			810,742,109
– Diluted		867,178,851			810,742,109			867,178,851			810,742,109

	Common Shares				Additional Paid-In		Accumulated			Accumulated Other Comprehensive Income			Non-Controlling
	Shares		Amount		Capital		Deficit			(Loss)			Interest			Total

Balance - Ju ne 30, 2020		116,038,909	$	116,039	$	2,427,243	$	(5,138,406	)	$	713,845		$	(411,739	)	$	(2,293,018	)

Net loss for the period		-		0		0		(91,806	)		0			(6,986	)		(98,792	)

Foreign currency translation gain		-		0		0		0			(141,746	)		(25,014	)		(166,760	)

Balance - December 31, 2020		116,038,909	$	116,039	$	2,427,243	$	(5,230,212	)	$	572,099		$	(443,739	)	$	(2,558,570	)

Balance - June 30, 2021		779,742,109	$	779,742	$	20,699,067	$	(5,913,255	)	$	646,205		$	(441,834	)	$	15,769,925

Shares issued for acquisition		31,000,000		31,000		899,000		0			0			0			930,000

Stock-based compensation		-		0		191,222		0			0			0			191,222

Net loss for the period		-		0		0		(1,648,985	)		0			(16,935	)		(1,665,920	)

Foreign currency translation loss		-		0		0		0			3,036			535			3,571

Balance – December 31, 2021		810,742,109	$	810,742	$	21,789,289	$	(7,562,240	)	$	649,241		$	(458,234	)	$	15,228,798

	No. of shares		Common Shares Amount		Shares to be issued Amount			Additional paid-in capital		Accumulated other comprehensive income			Accumulated losses			Non- controlling interest			Total stockholders’ equity

Balance as of July 1, 2022		819,188,055	$	819,188	$	-		$	22,945,190	$	742,459		$	(10,357,920	)	$	-		$	14,148,917

Share issued to service provider		1,500,000		1,500		-			231,000		-			-			-			232,500
Shares to be issued		15,328,029		-		15,328			1,328,872		-			-			-			1,344,200
Net loss for the period		-		-		-			-		-			(1,356,406	)		-			(1,356,406	)
Foreign currency translation adjustment		-		-		-			-		79,820			-			-			79,820

Balance as of September 30, 2022		836,016,084	$	820,688	$	15,328		$	24,505,062	$	822,279		$	(11,714,326	)	$	-		$	14,449,031

Shares issued to service provider		3,815,000		3,815		-			639,185		-			-			-			643,000
Shares issued for previously committed private placement		-		15,328		(15,328	)		-		-			-			-			-
Shares issued for private placement		603,181		603		-			52,477		-			-			-			53,080
Shares issued for conversion of promissory note (“PN”)		333,142,389		333,142		-			20,021,858		-			-			-			20,355,000
Net loss for the period		-		-		-			-					(2,160,266	)		-			(2,160,266	)
Foreign currency translation adjustment		-		-		-			-		(91,188	)		-			-			(91,188	)
Fair value adjustment on conversion of PN		-		-		-			-		-			4,064,450			-			4,064,450

Balance as of December 31, 2022		1,173,576,654	$	1,173,576	$	-		$	45,218,582	$	731,091		$	(9,810,142	)	$	-		$	37,313,107

Balance as of July 1, 2021		779,742,109	$	779,742		-		$	20,699,067	$	646,205		$	(5,913,255	)	$	(441,834	)	$	15,769,925

Shares issued for acquisition		31,000,000		31,000		-			899,000		-			-			-			930,000
Stock based compensation		-		-		-			96,128		-			-			-			96,128
Net loss for the period		-		-		-			-		-			(818,293	)		(4,379	)		(822,672	)
Foreign currency translation adjustment		-		-		-			-		7,645			-			1,349			8,994

Balance as of September 30, 2021		810,742,109	$	810,742	$	-		$	21,694,195	$	653,850		$	(6,731,548	)	$	(444,864	)	$	15,982,375
						-
Stock based compensation		-		-		-			95,094		-			-			-			95,094
Net loss for the period		-		-		-			-		-			(830,692	)		(12,556	)		(843,248	)
Foreign currency translation adjustment		-		-		-			-		(4,609	)		-			(814	)		(5,423	)

Balance as of December 31, 2021		810,742,109	$	810,742	$	-		$	21,789,289	$	649,241		$	(7,562,240	)	$	(458,234	)	$	15,228,798

Company name	1.	~~Management Agreement, FMR entrusted the management rights~~ Place of ~~its subsidiary CSB to GBL that include:~~incorporation		Principal activities and place of operation	Effective interest held

		i)	~~management and administrative rights over the day-to-day business affairs of CSB and the mining operation at Site IV-1 of the Merapoh Gold Mine;~~
Verde Resources Asia Pacific Limited (“VRAP”) (fka Gold Billion Global Limited)		~~ii)~~	~~final right for the appointment of members to the Board of Directors and the management team of CSB;~~
British Virgin Islands		~~iii)~~	~~act as principal of CSB;~~
Investment holding		~~iv)~~	~~obligation to provide financial support to CSB;~~
		v)	~~option to purchase an equity interest in CSB;~~
		~~vi)~~	~~entitlement to future benefits and residual value of CSB;~~
		~~vii)~~	~~right to impose no dividend policy;~~
		~~viii)~~	~~human resources management.~~100%

Verde Resources (Malaysia) Sdn Bhd (“VRSB”)		Malaysia		Provision of consultation service and distribution of renewable agricultural commodities	100%
	2.	~~Debt Assignment, FMR assigned to GBL the sum~~
Verde Renewables, Inc. (“VRI”)		State of ~~money in the amount~~Missouri, U.S.A.		Management of ~~US Dollars One Hundred Nine Thousand Eight Hundred One And Cents Seventy-Two Only (US$ 109,801.72), now due to GBL from CSB under the financing obligation from the FMR to CSB.~~a processing and packaging facility	100%

Verde Life Inc. (“VLI”)		State of Oregon, U.S.A.		Distribution of THC-free cannabinoid (CBD) products	100%

Champmark Sdn Bhd (“Champmark”)		Malaysia		Mining of minerals	100%

The Wision Project Sdn Bhd (“Wision”)		Malaysia		Digital innovation, marketing & consulting service, PR, branding, influencer marketing, event management and media relations services	100%

Verde Estates LLC (“VEL”)		State of Missouri, U.S.A.		Holding real property	100%

Bio Resources Limited (“BRL”)		Labuan, Malaysia		Provision of proprietary pyrolysis technology and investment holding	100%*

·		~~Useful Lives~~
~~Long Term Assets~~		~~3-6 years~~
~~Machinery~~		~~5 years~~
~~Furniture, fixture and electronic equipment~~		~~3 years~~ Accounts Receivable

	●	~~Level 1—defined as observable inputs such as quoted prices in active markets;~~Expected useful life
Land and buildings		●3-27.5 years	~~Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and~~
Plant and machinery		●5-7 years	~~Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.~~
Office equipment		3 years
Project equipment		5 years
Computer		5 years
Motor vehicle		5 years
Furniture & fittings		5 years

·	identify the contract with a customer;
·	identify the performance obligations in the contract;
·	determine the transaction price;
·	allocate the transaction price to performance obligations in the contract; and
·	recognize revenue as the performance obligation is satisfied.

	December 31, 2022		December 30, 2021
Period-end MYR:US$ exchange rate		0.22715		0.24004
Average period MYR:US$ exchange rate		0.22102		0.23931

~~Balance sheet items, except for equity accounts~~·
~~June 30, 2021~~		~~RM 4.1511 to 1~~
~~September 30, 2021~~		~~RM 4.1876 to 1~~
~~December 31, 2021~~		~~RM 4.1667 to 1~~

~~Statement of operations and cash flow items~~
~~For the six months ended December 31, 2020~~		~~RM 4.1339 to 1~~
~~For the six months ended December 31, 2021~~		~~RM 4.1789 to 1~~

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

(i)	Gold mineral mining;

(ii)	Distribution of THC-free cannabinoid (CBD) products;

(iii)	Production and distribution of renewable commodities;

(iv)	Holding of real property; and

(v)	Licensor of proprietary pyrolysis technology

	Three Months ended December 31, 2022
	Gold mineral mining			Distribution of THC-free cannabinoid (CBD) products			Production and distribution of renewable commodities			Holding property			Licensor of proprietary pyrolysis technology			Corporate unallocated			Consolidated

Revenue	$	-		$	-		$	55,921		$	21,171		$	-		$	4,048		$	81,140
Cost of revenue		-			-			(31,202	)		-			-			(454	)		(31,656	)
Gross profit		-			-			24,719			21,171			-			3,594			49,484
Selling, general & administrative expenses		(60,396	)		(2,550	)		(503,630	)		(63,797	)		(653	)		(231,054	)		(862,080	)
Loss from operations		(60,396	)		(2,550	)		(478,911	)		(42,626	)		(653	)		(227,460	)		(812,596	)
Interest expenses		-			-			(4,803	)		-			-			(1,344,745	)		(1,349,548	)
Other income		281			-			636			-			-			961			1,878
Loss before income tax		(60,115	)		(2,550	)		(483,078	)		(42,626	)		(653	)		(1,571,244	)		(2,160,266	)
Income tax		-			-			-			-			-			-			-
Net loss	$	(60,115	)	$	(2,550	)	$	(483,078	)	$	(42,626	)	$	(653	)	$	(1,571,244	)	$	(2,160,266	)

Total assets at December 31, 2022	$	29,169		$	315,929		$	1,685,244		$	1,253,068		$	30,202,975		$	6,148,975		$	39,635,360

	Three Months ended December 31, 2021
	Gold mineral mining			Distribution of THC-free cannabinoid (CBD) products			Production and distribution of renewable commodities			Holding property			Corporate unallocated			Consolidated

Revenue	$	-		$	-		$	-		$	-		$	-		$	-
Cost of revenue		-			-			-			-			-			-
Gross profit		-			-			-			-			-			-
Selling, general & administrative expenses		(66,093	)		(1,755	)		(17,640	)		(92,254	)		(181,363	)		(359,105	)
Loss from operations		(66,093	)		(1,755	)		(17,640	)		(92,254	)		(181,363	)		(359,105	)
Interest expenses		-			-			-			-			(484,168	)		(484,168	)
Other income		25			-			-			-			-			25
Loss before income tax		(66,068	)		(1,755	)		(17,640	)		(92,254	)		(665,531	)		(843,248	)
Income tax		-			-			-			-			-			-
Net loss	$	(66,068	)	$	(1,755	)	$	(17,640	)	$	(92,254	)	$	(665,531	)	$	(843,248	)

Total assets as December 31, 2021	$	66,732		$	150,975		$	-		$	465,267			32,882,177		$	33,565,151

	Six Months ended December 31, 2022
	Gold mineral mining			Distribution of THC-free cannabinoid (CBD) products			Production and distribution of renewable commodities			Holding property			Licensor of proprietary pyrolysis technology			Corporate unallocated			Consolidated

Revenue	$	-		$	-		$	79,265		$	23,221		$	-		$	4,966		$	107,452
Cost of revenue		-			-			(78,629	)		-			-			(966	)		(79,595	)
Gross profit		-			-			636			23,221			-			4,000			27,857
Selling, general & administrative expenses		(107,456	)		(2,575	)		(1,002,409	)		(87,250	)		(653	)		(472,179	)		(1,672,522	)
Loss from operations		(107,456	)		(2,575	)		(1,001,773	)		(64,029	)		(653	)		(468,179	)		(1,644,665	)
Interest expenses		-			-			(8,688	)		-			-			(1,870,972	)		(1,879,660	)
Other income		6,056			-			636			-			-			961			7,653
Loss before income tax		(101,400	)		(2,575	)		(1,009,825	)		(64,029	)		(653	)		(2,388,190	)		(3,516,672	)
Income tax		-			-			-			-			-			-			-
Net loss	$	(101,400	)	$	(2,575	)	$	(1,009,825	)	$	(64,029	)	$	(653	)	$	(2,388,190	)	$	(3,516,672	)

Total assets at December 31, 2022	$	29,169		$	315,929		$	1,685,244		$	1,253,068		$	30,202,975		$	6,148,975		$	39,635,360

	Six Months ended December 31, 2021
	Gold mineral mining			Distribution of THC-free cannabinoid (CBD) products			Production and distribution of renewable commodities			Holding property			Corporate unallocated			Consolidated

Revenue	$	-		$	-		$	-		$	-		$	-		$	-
Cost of revenue		-			-						-			-			-
Gross profit		-			-			-			-			-			-
Selling, general & administrative expenses		(107,376	)		(1,755	)		(17,640	)		(102,742	)		(493,588	)		(723,101	)
Loss from operations		(107,376	)		(1,755	)		(17,640	)		(102,742	)		(493,588	)		(723,101	)
Interest expenses		-			-			-			-			(954,934	)		(954,934	)
Other income		12,115			-			-			-			-			12,115
Loss before income tax		(95,261	)		(1,755	)		(17,640	)		(102,742	)		(1,448,522	)		(1,665,920	)
Income tax		-			-			-			-			-			-
Net loss	$	(95,261	)	$	(1,755	)	$	(17,640	)	$	(102,742	)	$	(1,448,522	)	$	(1,665,920	)

Total assets as December 31, 2021	$	66,732		$	150,975		$	-		$	465,267			32,882,177		$	33,565,151

	December 31		June 30
	2021		2021

Other receivable (#1)	$	0	$	26,338
Less: allowance for doubtful debts		0		0
	$	0	$	26,338

	December 31, 2022		June 30, 2022

Deposits	$	201,466	$	118,516
Other receivables		8,946		-
	$	210,414	$	118,516

	December 31, 2022			June 30, 2022

Land and building	$	2,151,709		$	1,642,102
Plant and machinery		491,536			134,198
Office equipment		24,097			23,353
Project equipment		616,169			615,420
Computer		15,943			14,846
Motor vehicle		741,735			225,861
Furniture & fittings		10,320			2,527
		4,051,509			2,658,307
Less: accumulated depreciation		(1,685,812	)		(1,609,414	)
	$	2,365,697		$	1,048,893

	Ended December 31, 2021
Balance as at the beginning of period	$	60,131
Addition		0
Amortization charge for the year		(15,585	)
Foreign exchange adjustment		(254	)
Balance as of December 31, 2021	$	44,292

~~Lease term and discount rate~~

	*~~December 31,~~* *~~2021~~*
~~Weighted-average remaining lease term - years~~		~~1.46~~

	December 31,		June 30,
	2021		2021

Prepayments to suppliers	$	117,200	$	0
Prepaid operating expenses		0		6,137
	$	117,200	$	6,137

	December 31, 2022		June 30, 2022
Deposits paid for acquisition of subsidiaries
- Bio Resources Limited (#1)	$	-	$	25,935,550

Deposits paid for acquisition of property, plant and equipment (#2)		5,000,000		5,000,000

Security deposit
- Factory site (#3)		80,000		80,000
- Land and building (#4)	$	-	$	240,000
	$	80,000	$	320,000

	Six months ended December 31, 2022			Year Ended June 30, 2022
Balance as at July 1, 2022 and July 1, 2021	$	27,088		$	60,131
Amortization charge for the period		(14,394	)		(30,779	)
Foreign exchange adjustment		(366	)		(2,264	)
Balance as of December 31, 2022 and June 30, 2022	$	12,328		$	27,088

	December 31, 2022		June 30, 2022

Borneo Oil and Gas Corporation Sdn Bhd (“BOG”)	$	718,168	$	555,527
Borneo Energy Sdn Bhd		15,696		-
Taipan International Limited		119,153		-
Mr. Jack Wong		40,028
		893,045		555,527

	December 31, 2021		June 30, 2021

Advanced from BOG (#1)	$	584,253	$	579,783
Advanced from Federal Capital Investment Limited (#2)	$	6,000	$	6,000
Amounts due from directors (#3)	$	100	$	0
	$	590,353	$	585,783