Borneo Resource Investments 10K/A 2013 Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K/A

(Amendment No.1)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________

Commission File Number: 000-54707

BORNEO RESOURCE INVESTMENTS LTD.

(Exact name of registrant as specified in its charter)

Nevada		20-3724019
(State of other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

19125 North Creek Parkway, Suite 120, Bothell, Washington 98011-8000

(Address of principal executive offices)

(425) 329-2622

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes x No

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. x Yes o 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 (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated file, 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.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, 2013 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $4,440,520 assuming a market value of $0.25 per share.

As of April 15, 2014, the registrant had 74,250,459 shares of common stock outstanding.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission on April 15, 2014 (the “Form 10-K”), is solely to correct a typographical errors appearing in Item 7 (Critical Accounting Policies), on the Consolidated Statement of Operations, the Consolidated Statement of Cash Flows and Note 13 to the Consolidated Financial Statements and Item 12. No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

TABLE OF CONTENTS

Item		Page
PART I

Item 1	Business		4
Item 1A	Risk Factors		9
Item 1B	Unresolved Staff Comments		9
Item 2	Properties		9
Item 3	Legal Proceedings		10
Item 4	Mine Safety Disclosure		10

PART II

Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		10
Item 6	Selected Financial Data		12
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
Item 7A	Quantitative and Qualitative Disclosures About Market Risk		25
Item 8	Financial Statements and Supplementary Data		26
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		26
Item 9A	Controls and Procedures		26
Item 9B	Other Information		27

PART III

Item 10	Directors, Executive Officers, and Corporate Governance		28
Item 11	Executive Compensation		30
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		31
Item 13	Certain Relationships and Related Transactions, and Director Independence		32
Item 14	Principal Accounting Fees and Services		33

PART IV

Item 15	Exhibits		34

PART 1

Forward-Looking Information

This Form 10-K contains “forward-looking statements.” Forward-looking statements are based upon our current assumptions, expectations and beliefs concerning future developments and their potential effect on our business. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “approximately,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although the absence of these words does not necessarily mean that a statement is not forward-looking. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements.

Factors that may cause or contribute actual results to differ from these forward-looking statements include, but are not limited to, for example:

·	adverse economic conditions;
·	changes in the price of coal, gold or other minerals;
·	a change in the estimate of minerals on our concessions;
·	an inability to extract minerals from our properties;
·	changes in Indonesian law;
·	risks associated with counterparty default in any of our agreements
·	the ability to acquire funding;
·	other risks and uncertainties related to mining and our business strategy; and
·	weather conditions in Indonesia;

This list is not exhaustive of the factors that may affect our forward-looking statements. All forward-looking statements speak only as of the date of this report. We undertake no obligation to update any forward-looking statements or other information contained herein. Stockholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements in this report are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved. We disclose important factors that could cause our actual results to differ materially from expectations under “Risk Factors” and elsewhere in this current report. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

Item 1. Business

Business History

Borneo Resource Investments Ltd., (“Borneo” or the “Company”) was organized on June 14, 2004 under the laws of the State of Nevada as “Acme Entertainment, Inc.” On July 21, 2005, the Company changed its name to “INQB8, Inc.” On November 4, 2005, in connection with a merger with Aventura Resorts, Inc., a privately held Washington company, the Company changed its name to “Aventura Resorts, Inc.” (“Aventura”). Aventura’s business plan was to develop upscale resort communities for motorhome owners. The Company entered into several agreements to acquire resort properties. With the banking crisis in the United States and the downturn in real estate values, however, the Company was unable to complete either the attempted bank financing or equity transaction to complete the contemplated purchases.

On July 13, 2011, in anticipation of the merger, described below, with Interich International Limited (“Interich”), a British Virgin Islands Company, the Company changed its name to Borneo Resource Investments Ltd. On August 1, 2011 (the “Merger Date”), the Company was merged with Interich via a merger subsidiary the Company created for this transaction. From its inception, on September 22, 2009 until the date of the transaction, Interich was an inactive corporation with no significant assets or liabilities. The transaction has been accounted for as a reverse merger, and Interich was the acquiring company on the basis that Interich’s senior management became the entire senior management of the merged entity and there was a change of control of Borneo. While the transaction was accounted for using the purchase method of accounting, in substance the transaction was a recapitalization of Borneo’s capital structure.

In anticipation of the closing of the Interich transaction, on July 13, 2011, the Company effected a 100-to-1 reverse stock split of its issued and outstanding shares of common stock. As a result of the reverse stock split, the Company had 3,167,269 shares outstanding before the merger. In addition, the authorized number of shares of common stock was amended to authorize the Company to issue a total of 500,000,000 shares of capital stock, each with a par value of $0.001, which consists of 400,000,000 shares of common stock and 100,000,000 shares of preferred stock.

In connection with the merger, Borneo issued 60,178,073 restricted common shares to stockholders of Interich. In addition, holders of convertible debt exchanged their notes for 6,154,860 of the Company’s common shares. The issued and outstanding number of common shares subsequent to the merger and the exchange of convertible debt was 69,500,205. As of April 11, 2014, we had 73,400,459 shares of common stock outstanding.

Our principal executive offices are located at 19125 North Creek Parkway, Suite 120, Bothell, Washington, 98011 and our telephone number is (425) 329-2622.

Our Business

Borneo’s mission is to develop a diverse platform of natural resource assets, specifically gold and coal, in Indonesia. The Company’s investment strategy is largely driven by the long term demand for raw materials, particularly precious metals and coal, arising from economic growth in Asia. The value matrix for our business is clear with a longer term, high value investment platform generated by the acquisition of high quality thermal coal concessions, complemented by cash flow producing investments in gold production assets. In order to minimize capital investment requirements, in what is a high capital investment business, the Company’s intention is to expand and “prove” its coal concession platform with the ultimate monetization of these assets through joint ventures with major resource groups, “farming out” or selling the concessions. At the same time, the relatively small scale investment requirements of our gold strategy will generate significant cash flow leverage for our operations as we continue to build production through the upgrading of our existing facilities and acquisition of additional properties.

Gold Mining Properties

For its gold operations, the Company is building a production and development platform in the North Sulawesi area of the Indonesian archipelago, a gold rich area where traditional, small scale mining has yielded high levels of ore concentration from reef structures which were first identified by Newmont Mining over 20 years ago. The Company has already acquired a producing mine through its purchase of a company that owns 50 hectares of property near Manado, the regional capital of Minahasa Regency in the Northeastern part of the island of Sulawesi and is in the process of building its investment in this region.

In June 2013, the Company entered into agreements to purchase PT Puncak Kalabat (“Kalabat”), an Indonesian registered corporation. Kalabat owns two properties, comprising a 50 hectare property located in Talawaan City of North Minahasa Regency (“Talawaan”) and a 30 hectare property located in the Southeast Minahasa Regency (“Ratatotok”) both located in the North Sulawesi Province. Beginning in May 2013, in anticipation of the closing of transaction enabling the Company to acquire Puncak, the operations on the Talawaan Property began to change. Prior to and through May 2013, the mining activities on the Talawaan Property operated as what could best be described as a cooperative. With the approval of the Seller, teams of individuals would granted areas on the property, and, at their own discretion, mine the site. Whatever ore they recovered was delivered to a central processing point. The ore would then be processed and the costs of processing were shared by the Seller and the miners. Once the gold was recovered and sold to local buyers, the Seller and the miners would then share the profits, after the necessary adjustments for processing costs. In addition, the equipment on the Talawaan Property was used by the miners on site, but by other miners in the area for their activities. Beginning in May 2013, the transition period prior to the closing of the transaction, working with the Seller, miners and the people responsible for processing, the Company began to implement a coordinated operating structure and the tracking all mining and processing activities on the Talawaan Property. In that the Talawaan Property had not been historically operated as a business, the company is treating the acquisition of the Talawaan Property as a purchase of a mining property, mining equipment and tools. The Company has not conducted any drilling programs or commissioned an NI 43-101 compliant technical report. We plan to develop and conduct small-scale gold mining within certain areas that are currently contained within our properties. The production decision or significant development on these projects will not be based on mineral reserves supported by an NI43-101 compliant technical report.

In December 2013, through Kalabat, the Company finalized the purchase of a gold mining property for $250,000, including an initial $150,000 payment in cash and two subsequent payments of $50,000 each. The acquired property, with the project name of Ratatotok South, is located near the village of Ratatotok in the Southeast Minahasa Regency of the North Sulawesi Province of Indonesia. The property is adjacent to the southern border of one of Borneo’s other gold mining properties, Ratatotok. Ratatotok South was purchased with assets including a stockpile of ore on site ready for processing, as well as significant infrastructure and equipment. Borneo plans to immediately begin supplemental excavation, with initial production slated to commence during first quarter 2014.

In January 2014, through Kalabat, finalized the purchase of another producing gold mining property. The 15 hectare property, with the project name Ratatotok Southeast, was acquired for $250,000. The property is located in the central section of a well-established gold reef structure. It is situated adjacent to two other Borneo gold properties, Ratatotok and Ratatotok South, located near the village of Ratatotok in the Southeast Minahasa Regency of the North Sulawesi Province of Indonesia.

The region where both the Talawaan and Ratatotok properties are located in is part of an extensive gold formation which was initially surveyed some 20 years ago. Talawaan and Ratatotok concession areas have been granted licenses in perpetuity by North Minahasa Regency and the Southeast Minahasa Regency respectively as a local exploration and production permits. Beginning in June 2013, the Company began producing revenue from the surface mining of gold from Talawaan and is in the process of finalizing a budget to commence mining operations at Ratatotok. The Company is actively assessing opportunities to acquire additional gold properties, both by way of land purchases and exploration and production licenses.

Talawaan

Talawaan is located close to the regional capital, Manado, and lies on a gold reef formation which runs for approximately 20km (12 miles) on an east/west axis. The gold reef which runs through the forested property is extensive and easily accessible from the surface to a depth of 250 meters with little or no overburden along most of its length. The property holds a license in perpetuity from the North Minahasa Regency as an exploration and production permit. The Company began mining operations on the Talawaan Property in June 2013. In July, a high concentration seam that comprised of loose clay lignite was discovered on the property. Mining operations began on this part of the property at the end of September 2013.

Ratatotok, Ratatotok South, Ratatotok Southeast

Ratatotok is located near the village of Ratatotok, approximately 3 hours east of the regional capital of Manado and lies on a gold reef formation which runs east to west from the coast. The acquisition includes a perpetual license from the Southeast Minahasa Regency as an exploration and production permit. Although there are currently no mining operations on the Ratatotok, mining activities are being pursued in the areas immediately adjacent to the Ratatotok. Borneo plans to immediately begin supplemental excavation, with initial production slated to commence in first quarter 2014.

Coal Concessions

In addition to gold, the Company is pursuing coal concessions. Further, Borneo is creating a trading platform for thermal coal concessions and individual coal deposits through arbitrage between Indonesia supply chains and major energy importing nations including India and China. Indonesia is home to some of the richest deposits of steaming coal in the world. The Indonesian government has, for many years been awarding coal mining exploration and licenses to local indigenous groups. With strong relationships with local licensees, through two of its executive officers, the Company has created preferential access to these concession opportunities. Upon entering into agreements to acquire concessions, the Company will market the properties to mining companies and other interested parties. The Company, when presented with the opportunity to do so, will seek to acquire concessions in other regions of Indonesia.

With respect to development of its thermal coal investment platform, the Company has targeted Kalimantan on the island of Borneo, one of the world’s largest areas of high grade thermal coal deposits, through acquisition of exploration and production licenses with verified reserves and export potential. Currently, the Company holds one coal mining concession near the city of Balikpapan acquired from PT Chaya Meratus Primecoal (“Meratus”). In addition to Meratus, the Company has entered into memoranda of understanding or letters of intent with additional concession holders which will require the company to pay fees and conduct due diligence. The Indonesian government has, for many years, been awarding coal mining exploration and licenses to local indigenous groups. With strong relationships with local licensees, through two of its executive officers and a director, the Company has created preferential access to these concession opportunities. Upon entering into agreements to acquire concessions, the Company will market the properties to mining companies and other interested parties. The Company, when presented with the opportunity to do so, will seek to acquire concessions in other regions of Indonesia. Further, Borneo is creating a trading platform for thermal coal concessions and individual coal deposits through arbitrage between Indonesia supply chains and major energy importing nations including India, China and the Philippines.

Emerging Growth Company” Status under the Jumpstart Our Business Startups Act (“JOBS Act”)

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

·	have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
·	comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
·	submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and
·	disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Seasonality

The overall operations and financial performance of our Indonesian operations are impacted by seasonality. The volume of gold tends to be lower from November to March due to heavy rains and muddy conditions that may lead to flooding and an inability to mine and process gold. Our mining operations are also affected by religious holidays that are observed in Indonesia typically during July.

Competitive Factors

The mining industry is acutely competitive in all of its phases. We face strong competition from other mining companies in connection with the acquisition of exploration stage properties or properties containing coal reserves. Many of these companies have greater financial resources, operational experience and technical capabilities than us. It is our goal to develop a “land bank” of assets to buy and sell assets and mine coal with strategic partners. This will allow us to source coal from our properties to purchasers quickly and efficiently. It is the Company’s intention to identify strategic partners to coordinate construction of coal mining infrastructure for concessions acquired. Ultimately, it is the Company’s intention to identify and negotiate with strategic partners to coordinate and pay for feasibility studies, construction of coal mining infrastructure and mining operations for concessions acquired. By working with select strategic partners and using limited recourse project financing, we anticipate we will be able to compete with larger companies with greater resources.

Raw Materials, Principal Suppliers and Customers

We are not dependent on any principal suppliers nor raw materials in our current business operations. For the year ended December 31, 2013 two customers accounted for 100% of total revenue from gold sales.

Government Regulations

On January 12, 2009, Law No 4 of 2009 on Mineral and Coal Mining (the “Mining Law”) came into effect. The Mining Law replaced Law No 11 of 1967 (the “Old Mining Law”) and made significant changes to Indonesia’s mining regulatory regime which operated for more than 40 years. Under the Old Mining Law, mining activities were permitted to be carried out under a mining authorization known as Kuasa Pertambangan (KP). There are a number of transitional issues relating to KPs issued under the Old Mining Law.

The Mining Law now provides for new forms of mining rights known as:

●	Mining Business Permits (Izin Usaha Pertambangan – IUP) – basic permits for conducting a mining enterprise within a commercial mining area; and
●	Special Mining Business Permits (Izin Usaha Pertambangan Khusus – IUPK) – permits for conducting a mining enterprise within a state reserve area.

State reserve areas will be determined by the government based on the government’s desire to reserve an area for national strategic needs or to conserve certain properties based on a need to protect the ecosystem or environment. The Company does not have any mining enterprises within a state reserve area.

For IUPs that are not "conversions" from KPs, every holder of an IUP will first need to obtain a Mining Business Permit Area (Wilayah Izin Usaha Pertambangan – WIUP) subject to prescribed minimum and maximum limits:

●	An Exploration IUP, which authorizes the holder to conduct general survey, exploration and feasibility studies; and
●	Production Operation IUP, which authorizes the holder to conduct construction, mining, processing and purification, hauling and selling.

Under the Mining Law, an IUP holder is only allowed to hold one IUP. However, transitional provisions in Government Regulation No 23 of 2010 allow mining concession holders who held more than one concession before the enforcement of Mining Law, to convert those concessions to IUPs and hold on to them until expiration (subject to compliance with the conditions of the IUPs and the prevailing laws and regulations). While a company can hold only one IUP, companies may have several different subsidiaries apply for several different IUPs. The Company may then, therefore, obtain new IUPs.

The current situation in relation to the Mining Law is that:

●	KPs should have been converted to IUPs, as required under the implementing regulations; and
●	IUPs in relation to new work areas are not yet being issued. This is because the Government is still considering what mining areas will be opened up for tendering.

We expect foreign investment in the Indonesian mining industry to increase on the back of continued efforts by the government to improve the country's regulatory framework as it seeks to increase revenues derived from mining activities. In compliance with Indonesian regulations the Company, through Indonesian counsel, is filing a foreign investment approval application for all concession acquisitions in Indonesia. We do not expect the Mining Law, and the changes enacted, to impact our operations.

Environmental Regulations

On October 3, 2009, the Indonesian Government passed Law No 32 of 2009 regarding Environmental Protection and Management (the “Environmental Law”), replacing Law No 23 of 1997 on Environmental Management (the “Old Environment Law”). Under the Environmental Law, every business activity having significant impact on the environment (like mining operations) is required to carry out an environmental impact assessment (known as an AMDAL). Based on the assessment of the AMDAL by the Commission of AMDAL Assessment, the Minister, Governor, or Mayor/Regent (in accordance with their respective authority) must specify a decree of environmental feasibility. The decree of environmental feasibility is used as the basis for the issuance of an environmental license by the Minister, Governor, or Mayor/Regent (as applicable). The environmental license is a pre-requisite to obtaining the relevant business license. One of the business activities that must have an AMDAL is the exploitation of mineral resources. The Minister for Environmental Affairs is responsible for issuing a list of the types of businesses which must produce an AMDAL as a pre-requisite to being licensed.

There are only a few implementing regulations that have been issued in relation to the Environmental Law. As a result, the implementing regulations of the Old Environment Law still apply in some circumstances, to the extent that they do not contradict the Environmental Law. Under the Old Environmental Law and its implementing regulations: (a) an AMDAL is not required to be prepared for general survey and exploration activities; and (b) an AMDAL must be prepared and approved in order for a business to enter into the exploitation (operation and production) phase. Projects (or sub-projects) which are not required to produce an AMDAL may nevertheless still be required to produce Environmental Management Efforts (UKL) and Environmental Monitoring Efforts (UPL). Technical guidelines announced by the Minister of Energy and Mineral Resources state that regional governments are responsible for approving AMDALs in their respective jurisdictions and for supervising environmental management and the monitoring efforts of an IUP holder.

Further details regarding AMDAL requirements are set out in Government Regulation No 27 of 1999 on Environmental Impact Assessment, which is the implementing regulation of the Old Environment Law. Under the Old Environment Law and its implementing regulations, an AMDAL consists of several components, namely: (a) a framework of reference document used to establish the framework for the AMDAL (KA-ANDAL); (b) an environmental impact analysis report (ANDAL); (c) an environmental management plan (RKL); and (d) an environmental monitoring plan (RPL). Although the components of an AMDAL have not been specified, the Environmental Law stipulates that an AMDAL document must contain the following: (a) an assessment of the impact of the business activities plan; (b) an evaluation of the activities in the area surrounding the location of the business; (c) feedback from the community on the business activities plan; (d) an estimation of the impact and significance of the impact that may occur if the business activities plan is implemented; (e) a holistic evaluation of the impact that may occur to determine the environmental feasibility; and (f) an environmental management and monitoring plan. In addition to the requirement to obtain an environmental license, every business and/or activity that has the potential to cause a significant impact on the environment, a threat to the ecosystem and life, and/or human health and safety must also conduct an environmental risk analysis. A number of other regulations also apply to mining operations, requiring operators to obtain licenses for the disposal of waste and toxic or hazardous materials.

We do not expect the Environmental Law, and the changes enacted, to impact our operations.

Employees

We retain our three officers, namely our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer as independent contractors. Our officers spend approximately, and some weeks, in excess of 40 hours per week working on the Company’s operation. We are heavily dependent on the continued active participation of these current executive officers. The loss of any of the senior management could significantly and negatively impact the business until adequate replacements can be identified and put in place. We have engaged a local Indonesian geologist as an independent consultant and plan to engage other independent contractors in connection with the exploration of our properties, such as drillers, geophysicists, geologists and other technical disciplines from time to time.

We have approximately 20 employees at our Indonesian mining operations, including administrative and processing personnel. In addition, we retain the services of approximately 100 miners.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

Property	Asset Type	Date of Acquisition	Ownership and Type	Acquisition Cost	Total Area (hectares)
Talawaan	Gold	June 2013	100% Perpetual Mining License	$5,000,000	50.0
Ratatotok	Gold	June 2013	100% Perpetual Mining License	$2,000,000	30.0
Ratatotok South	Gold	December 2013	100% Perpetual Mining License	$250,000	8.5
Ratatotok Southeast	Gold	January 2014	100% Perpetual Mining License	$250,000	15.0

Office Properties

On May 17, 2012, Borneo signed an office license agreement (rental agreement) for offices in Hong Kong. The agreement was for six months. The monthly fee is HKD$16,000 which equals approximately $4,200 per month. On September 6, 2012, effective December 1, 2012, the office rental agreement for the offices in Hong Kong has been extended in increments of an additional six months. The current rate rental rate is HKD$19,515 per month which equals approximately $2,600.

On September 14, 2011, the Company signed an office rental agreement for its corporate offices in Bothell, Washington USA. The lease is month-to-month and the monthly rental is $300 per month. Both properties are used by our officers for the Company’s operations. The offices rented by the Company are suitable and adequate for their current use and the Company does not believe it will need to increase its leased office space in the near future.

Item 3. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Since July 2004, our common stock has been quoted in the OTC Pink Market. From July 2004 to November 2005, our common stock was quoted using the symbol ACEE. From November 2005 to September 2011, our common stock was quoted using the symbol AVTJ. Since September 2011, our common stock has been quoted using the symbol BRNE. The following table sets forth the range of high and low sales prices per share of the common stock for each of the calendar quarters identified below as reported by the OTC Pink Market. These quotations represent inter-dealer prices, without retail mark-up, markdown or commission, and may not represent actual transactions.

Year ended December 31, 2013:	High			Low
January 1, 2013 to March 31, 2013		$	0.95			0.67
April l, 2013 to June 30, 2013			0.87			0.13
July 1, 2013 to September 30, 2013			0.49			0.08
October 1, 2013 to December 31, 2013			0.60			0.10

Year ending December 31, 2012	High			Low
January 1, 2012 to March 31, 2012		$	2.90		$	1.15
April 1, 2012 to June 30, 2012			2.04			1.01
July 1, 2012 to September 30 , 2012			2.00			0.55
October 1, 2012 to December 31 , 2012			1.32			0.42

Holders

As of April 7, 2014, there were approximately 60 stockholders of record of our common stock. This does not reflect persons or entities that hold their stock in nominee or “street name”.

Dividends

The Company has not paid any cash dividends to date, and it has no intention of paying any cash dividends on its common stock in the foreseeable future. The declaration and payment of dividends is subject to the discretion of its Board of Directors and to certain limitations imposed under Nevada corporate law. The timing, amount and form of dividends, if any, will depend on, among other things, results of operations, financial condition, cash requirements and other factors deemed relevant by the Board of Directors.

Stock Compensation Plans

The Company does not have any stock compensation plans.

Recent Sales of Unregistered Securities.

The following sets forth certain information concerning securities which were sold or issued by us without the registration of the securities under the U.S. Securities Act of 1933, as amended (the “Securities Act”) in reliance on exemptions from such registration requirements within the past three years:

All of the foregoing securities were issued in reliance upon the exemption from registration pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D. The issuance was not a public offering based upon the following factors: (i) a limited number of securities were issued to a limited number of offerees; (ii) there was no public solicitation; (iii) each offeree was an “accredited investor,” (iv) the investment intent of the offerees; and (v) the restriction on transferability of the securities issued. There no underwriter used in any transaction. The proceeds from the private offerings will be used for working capital, general corporate expenses and the acquisition and exploration of properties.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any securities authorized for issuance under any equity compensation plans.

Warrants

The following table summarizes the changes in warrants outstanding and related prices for the shares of the Company’s common stock issued to shareholders at December 31, 2013:

Exercise Price		Number Outstanding		Warrants Outstanding Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise price		Number Exercisable		Warrants Exercisable Weighted Average Exercise Price

$	0.60		5,100,000		5.00	$	0.60		5,100,000	$	0.60

Transactions involving the Company’s warrant issuance are summarized as follows:

				Stock Warrants
				Weighted Average
				Exercise
	Shares			Price
Outstanding at December 31, 2012		1,025,000			$	0.30
Granted in 2013		5,100,000				0.60
Cancelled		-				-
Expired		(860,000	)			0.30
Exercised		(165,000	)		$	0.30
Outstanding at December 31, 2013		5,100,000			$	0.60

During the year ended December 31, 2011, the Company has issued 1,025,000 warrants to Note holders (“2011 Warrants”). During the year ended December 31, 2012, no warrants were cancelled, expired or were exercised. During the year ended December 31, 2013, no warrants were cancelled, 860,000 warrants expired, 165,000 were exercised and the Company issued 5,100,000 warrants.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

This discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company and its subsidiary. The discussion and analysis that follows should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this registration statement. Except for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are beyond the Company’s control.

Forward Looking Statements

This report contains “forward-looking statements.” Forward-looking statements are based upon our current assumptions, expectations and beliefs concerning future developments and their potential effect on our business. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “approximately,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although the absence of these words does not necessarily mean that a statement is not forward-looking. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements.

Factors that may cause or contribute actual results to differ from these forward-looking statements include, but are not limited to, for example:

·	adverse economic conditions;
·	changes in the price of coal, gold or other minerals;
·	a change in the estimate of minerals on our concessions;
·	an inability to extract minerals from our properties;
·	changes in Indonesian law;
·	risks associated with counterparty default in any of our agreements
·	the ability to acquire funding;
·	other risks and uncertainties related to mining and our business strategy; and
·	weather conditions in Indonesia;

This list is not exhaustive of the factors that may affect our forward-looking statements. All forward-looking statements speak only as of the date of this report. We undertake no obligation to update any forward-looking statements or other information contained herein. Stockholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements in this report are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

Business History

Aventura’s business plan was to develop upscale resort communities for motorhome owners. The Company entered into several agreements to acquire resort properties. With the banking crisis in the United States and the downturn in real estate values, however, the Company was unable to complete either the attempted bank financing or equity transaction to complete the contemplated purchases.

On July 13, 2011, in anticipation of the merger, described below, with Interich International Limited (“Interich”), a British Virgin Islands company, the Company changed its name to Borneo Resource Investments Ltd. On August 1, 2011 (the “Merger Date”), the Company was merged with Interich via a merger subsidiary the Company created for this transaction. From its inception, on September 22, 2009 until the date of the transaction, Interich was an inactive corporation with no significant assets or liabilities. The transaction has been accounted for as a reverse merger, and Interich was the acquiring company on the basis that Interich’s senior management became the entire senior management of the merged entity and there was a change of control of Borneo. While the transaction was accounted for using the purchase method of accounting, in substance the transaction was a recapitalization of Borneo’s capital structure.

In connection with the merger, Borneo issued 60,178,073 restricted common shares to stockholders of Interich. In addition, holders of convertible debt exchanged their notes for 6,154,860 of the Company’s common shares. The issued and outstanding number of common shares subsequent to the merger and the exchange of convertible debt was 69,500,205. As of April 15, 2014, we had 74,250,459 shares of common stock outstanding.

Our principal executive offices are located at 19125 North Creek Parkway, Suite 120, Bothell, Washington, 98011 and our telephone number is (425) 329-2622.

Our Business

Gold Mining Properties

In June 2013, the Company entered into agreements to purchase PT Puncak Kalabat, an Indonesia corporation (“Kalabat”). Kalabat owns two properties, a 50 hectares of property (the “Talawaan Property”) and 30 hectares of property (the “Ratatotok Property”) in the Manado, Indonesia region. The Company is producing revenue from the mining of gold on the Talawaan Property and is researching the feasibility of the Ratatotok Property. The Company began generating revenues from gold sales during the month of June.

Talawaan

Ratatotok, Ratatotok South, Ratatotok Southeast

Coal Concessions

Emerging Growth Company” Status under the Jumpstart Our Business Startups Act (“JOBS Act”)

●	have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
●	comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
●	submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and
●	disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.

Seasonality

Competitive Factors

Results of Operations

	Years Ended
	December 31, 2013			December 31, 2012

Sales	$	985,408		$	-
Contract Processing		156,000			-
		1,141,408			-
Cost and expenses
Costs applicable to sales		544,043			-
Depreciation		16,203			-
General and administrative		805,270			885,669
Stock based compensation		2,113,471			-

Operating loss		(2,337,579	)		(885,669	)

Other income (expense)
Net interest expense		(39,281	)		(40,486	)
Amortization of debt discount		-			(908,286	)

Net loss before provision of income taxes		(2,376,860	)		(1,834,441	)

Provision for income taxes
Current		(62,670	)		-
Deferred		-			-
Total income taxes		(62,670	)		-

Net loss		(2,439,530	)		(1,834,441	)

Net income attributable to noncontrolling interests		43,870			-

Net loss attributable to Borneo stockholders	$	(2,483,400	)	$	(1,834,441	)

Revenues. The Company generated revenues of $1,141,408 and $0 for the years ended December 31, 2013 and 2012, respectively.

Costs Applicable to Sales. The cost applicable to sales is for labor and other costs incurred in mining and processing the gold. Miners are compensated based on sales of the gold produced on the property net of processing expenses. General and administrative consisted primarily of compensation for our officers and consultants.

Net Interest Expense and Amortization of Debt Discount. Net interest expense increased as a result of the utilization of debt to fund operations. Amortization of debt discount and net interest expense were higher in 2012 due to the conversion of our convertible debt described below.

Liquidity and Capital Resources

On June 10, 2013, the Company entered into purchase agreements for the Talawaan Property, for an aggregate purchase price of $5,000,000, and the Ratatotok Property, for an aggregate purchase price of $2,000,000, by and among the Company, Kalabat and Sanding Longdong. These replaced purchase agreements previously entered into by the Company. The aggregate purchase price for the Talawaan Property and Ratatotok Property is $7,000,000. As of December 31, 2013, the balance outstanding from this accrued liabilities mine acquisition affiliate and promissory notes affiliate was $1,711,610 and $1,951,425, respectively.

Cash Flows for the year ended December 31, 2013

On December 31, 2013, we had a working capital deficit of $4,673,290 and stockholders’ equity of $1,743,560. We had cash equivalents of $8,785. Cash used in operating activities was $665,715 for the year ended December 31, 2013 which was the result of a net loss of $2,439,531 principally offset by a non-cash amortization of stock based compensation on the issuance of warrants and common stock of $2,113,471. During the year ended December 31, 2013, cash used by investing activities was $195,000. Cash provided by financing activities for the year ended December 31, 2013 was $868,310 from the sale of our common stock $49,500 and the issuance of promissory notes $818,810.

Cash Flows for the year ended December 31, 2012

On December 31, 2012, we had a working capital deficit of $438,828 and stockholders’ deficit of $436,010. We had cash equivalents of $1,190. Cash used in operating activities was $561,375 for the year ended December 31, 2012 which was the result of a net loss of $1,834,441 principally offset by a non-cash amortization of deferred debt discount on our convertible notes of $908,286 and an increase in accounts payable and accrued interest. Cash provided by financing activities for the year ended December 31, 2012 was $331,000 from the sale of our common stock $280,000 and the issuance of promissory notes $51,000.

As of December 31, 2012, principal of $950,000 plus accrued interest of $58,077 had been converted to common stock by the terms of the notes, leaving two notes with a principal balance remaining of $75,000, which are in default as of December 31, 2012. As provided for in under the terms of the notes, effective October 31, 2012, the interest rate of the notes increased to 14% per annum.

Financial Position

Our financial statements have been prepared assuming that we will continue as a going concern. Borneo’s mission is to develop a diverse platform of natural resource assets, specifically gold and coal, in Indonesia. The Company’s investment strategy is largely driven by the long term demand for raw materials, particularly precious metals and coal, arising from economic growth in Asia. The value matrix for our business is clear with a longer term, high value investment platform generated by the acquisition of high quality thermal coal concessions, complemented by cash flow producing investments in gold production assets. In order to minimize capital investment requirements, in what is a high capital investment business, the Company’s intention is to expand and “prove” its coal concession platform with the ultimate monetization of these assets through joint ventures with major resource groups, “farming out” or selling the concessions. At the same time, the relatively small scale investment requirements of our gold strategy will generate significant cash flow leverage for our operations as we continue to build production through the upgrading of our existing facilities and acquisition of additional properties.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. The ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations.

Borneo has acquired four gold mining properties, of which two are non-producing and two that which intend to begin mining operations in 2014, primarily through asset purchase agreements. In addition, Borneo has entered into agreements to acquire coal concessions, primarily letters of intent and agreements of understanding, that are not legally binding on either the concession holder or the Company until the parties enter into definitive agreements which will require the company to pay fees and conduct due diligence, with concession holders in the Indonesian region. The Company does not have the funds to make any commitments on its Letters of Intent. The Company’s strategy is to acquire coal concessions and develop a “land bank” of assets to buy and sell assets and arrange for strategic partners to mine coal on such concessions. It is the Company’s intention to select strategic partners to coordinate construction of coal mining infrastructure for concessions acquired. Ultimately, it is the Company’s intention to identify and negotiate with strategic partners to coordinate and pay for feasibility studies, construction of coal mining infrastructure and mining operations for concessions acquired.

To continue its operations over the next year, the Company needs $600,000 for salaries for their officers and to meet other administrative expenses. To meet these objectives, the Company continues to seek other sources of financing in order to support existing operations and expand the range and scope of its business. It will only be able to pursue its expansion of its gold mining operations if other sources of financing are found. It will only be able to pursue its coal mining operations if they are able to obtain a business partner to conduct coal mining operations. However, there are no assurances that any such financing for either activity can be obtained on acceptable terms and timely manner, if at all. The failure to obtain the necessary working capital would have a material adverse effect on the business prospects and, depending upon the shortfall, the Company may have to curtail or cease its operations.

Commitments

Borneo has entered into agreements to acquire its gold mining properties primarily through asset purchase agreements. Borneo has also entered agreements to acquire coal concessions, primarily letters of intent and agreements of understanding, with concession holders in the Indonesian region. For the coal concessions, it is the Company’s intention to identify and negotiate with strategic partners to coordinate and pay for feasibility studies, construction of coal mining infrastructure and mining operations for the coal concessions acquired. If coal mining is feasible, Borneo may enter into a partnership to mine the coal concession or sell the coal concession to a mining company. Each of the coal agreements call for or may require further negotiations among the parties.

Prior to the merger between Borneo and Interich, Interich acquired in exchange for Interich stock an 80% interest in PT Chaya Meratus Primecoal, an Indonesian limited liability company, which is the holder of the exclusive exploration and development rights concession for up to 6,000 hectares in the Tanjung Area Basin of South East Kalimantan. Borneo may, with any available cash, perform geological tests or identify a strategic partner to determine the feasibility of mining the PT Chaya Meratus Primecoal concession.

Financing

From September 21, 2012 through December 31, 2012 the Company secured $31,000 in loans in the form of short-term promissory notes from non-affiliates. The promissory notes have a term ranging from thirty days to one year and pay compound interest of five percent per annum. Where applicable the loans with a shorter term have been extended. Under the terms of the short-term promissory notes, the Company is not in default. During the year ended December 31, 2013, the Company secured $30,000 and $2,500 in loans in the form of short-term promissory notes from non-affiliated third parties. During the same period three loans with principal totaling $6,000 was repaid. As of December 31, 2013 and 2012, the balance outstanding from short term promissory notes- other was $57,500 and $31,000, respectively. On March 28, 2014, the holder of the loan with a principal balance of $30,000 agreed to exchange the principal and interest on the note for shares of common stock of the Company. See discussion Note 8 Capital Stock and Note 14 Subsequent Events.

From November 9, 2012 through December 31, 2012 the Company secured $20,000 in loans in the form of short-term promissory notes from related parties. The promissory notes range from thirty days to 90 days and pay compound interest of five percent per annum. Under the terms of the short-term promissory notes, the Company is not in default. During the year ended December 31, 2013, the Company secured $2,000 in loans from a related party in the form of short-term promissory note. The promissory notes range from thirty days to 90 days and pay compound interest of five percent per annum. Under the terms of the short-term promissory note, the Company is not in default. See the discussion Note 12 Related Party Transactions. As of December 31, 2013, the balance outstanding from short-term promissory notes-related party was $22,000 and $20,000, respectively.

During the year ended December 31, 2013, the Company secured $355,216 in loans from a non-affiliated third party in the form of long-term promissory notes. The promissory notes have a term of five years and pay compound interest of five percent per annum.

During the year ended December 31, 2013, the Company secured $415,093 in loans from related parties in the form of long-term promissory notes. The promissory notes have a term of five years and pay compound interest of five percent per annum. See the discussion Note 12 Related Party Transactions.

From January 1, 2014 through April 11, 2014, the Company secured $186,748 in loans from related parties in the form of long-term promissory notes. The promissory notes have a term of five years and pay compound interest of five percent per annum. See the discussion Note 12 Related Party Transactions and Note 14 Subsequent Events.

Between January 1, 2014 and the report date, the Company secured loans for $24,000, $10,000 and $12,500, from a non-affiliated third party in the form of a short-term promissory notes. The promissory notes have a term of six months and pay compound interest at five percent. Under the terms of the promissory notes, the Company is not in default. See Note 10 Commitments and Contingencies.

During the year ended December 31, 2013, the Company secured three convertible promissory notes of $37,500, 32,500, and $42,500. The notes bear interest at the rate of 8% until they mature, or until there is an event of default; thereafter, any portion of the principal or interest which has not been settled will be subject to interest at the rate of 22% per annum. The notes mature nine months after issuance, and may be prepaid during the period of six months of issuance, in full, at various rates ranging from 115% to 140% of the principal balance plus accrued interest to the date of prepayment. The holder has the option to convert any balance of principal and interest which is unpaid at after a period of 180 days or thereafter, into common stock of the Company. The rate of conversion for these notes is calculated as the average of the lowest three trading prices during the ten trading days immediately preceding such conversion, discounted by 42%. Under the terms of the convertible promissory note, the Company is not in default. On January 30, 2014 and March 28, 2014, respectively the Company repaid this convertible notes with accrued interest, prepayment charges and principal balances of $37,500 and $32,500. See discussion Note 14 Subsequent Events.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures.

Critical Accounting Policies

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

The Company earns revenue from sale of gold as well as contract processing of third party’s gold ore in the Company’s production facilities. Revenue from sale of gold is recognized when title and risk of loss is passed on to the customer generally upon manual delivery of product to the customer subject to assurance of collection. Contract processing revenue is recognized when services are performed and collection is assured.

Cost of Revenue

Cost of revenue consists of costs associated with extracting ore from the ground, transportation, production that are directly related to a revenue-generating. The Company becomes obligated to make payments to miners @ 30% of net revenue profit sharing in the period the product are delivered or occur. Such expenses are classified as cost of revenue in the corresponding period in which the revenue is recognized in the accompanying consolidated statement of operations.

Inventories

Product inventories are valued at the lower of average production cost and net realizable value. Work-in-process inventories, including ore stockpiles, are valued at the lower of average production cost and net realizable value, after an allowance for further processing costs. Finished goods inventory, characterized as concentrate, is valued at the lower of average production cost and net realizable value. Materials and supplies are valued at the lower of cost and replacement cost. The inventory on hand was $-0- at December 31, 2013 and 2012.

Mining properties, plant and equipment

Mining properties, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. The cost of mining properties, plant or equipment items consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Mining properties include direct costs of acquiring properties (including option payments) and costs incurred directly in the development of properties once the technical feasibility and commercial viability has been established.

Exploration and evaluation costs are those costs required to find a mining property and determine commercial feasibility. These costs include costs to establish an initial mining resource and determine whether inferred mining resources can be upgraded to measured and indicated mining resources and whether measured and indicated mining resources can be converted to proven and probable reserves. Project costs related to exploration and evaluation activities are expensed as incurred until such time as the Company has defined mining reserves. Thereafter, costs for the project are capitalized prospectively in mining properties, plant and equipment. The Company also recognizes exploration and evaluation costs as assets when acquired as part of a business combination, or asset purchase, with these assets recognized at cost.

Capitalized exploration and evaluation costs for a project are classified as such until the project demonstrates technical feasibility and commercial viability. Upon demonstrating technical feasibility and commercial viability, and subject to an impairment analysis, capitalized exploration and evaluation costs are transferred to capitalized development costs within mining property, plant and equipment. Technical feasibility and commercial viability generally coincide with the establishment of proven and probable reserves; however, this determination may be impacted by management’s assessment of certain modifying factors.

Where an item of plant and equipment comprises major components with different useful lives, the components are accounted for as separate items of plant and equipment and amortized separately over their useful lives.

Plant and equipment is recorded at cost and amortized using the straight-line method. The accumulated costs of mining properties that are developed to the stage of commercial production are amortized using the units of production method, based on proven and probable reserves (as defined by National Instrument 43-101).

The Company conducts an annual assessment of the residual balances, useful lives and depreciation methods being used for mining properties, plant and equipment and any changes arising from the assessment are applied by the Company prospectively.

Impairment of Long-Lived Assets

The Company’s tangible assets are reviewed for indications of impairment at each financial statement date. If an indicator of impairment exists, the asset’s recoverable amount is estimated. An impairment loss is recognized when the carrying amount of an asset, or its cash-generating unit, exceeds its recoverable amount. A cash-generating unit is the smallest identifiable group of assets that generates cash flows that are largely independent of the cash flows from other assets or groups of assets. Impairment losses are recognized in profit and loss for the period.

The recoverable amount is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

Management periodically reviews the carrying value of its exploration and evaluation assets with internal and external mining related professionals. A decision to abandon, reduce or expand a specific project is based upon many factors including general and specific assessments of reserves, forecast future metal prices, forecast future costs of exploring, developing and operating a producing mine, expiration term and ongoing expense of maintaining leased mineral properties and the general likelihood that the Company will continue exploration. The Company does not set a pre- determined holding period for properties with unproven reserves. However, properties which have not demonstrated suitable mineral concentrations at the conclusion of each phase of an exploration program are re-evaluated to determine if future exploration is warranted and their carrying values are recoverable.

If any area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are charged against operations in the period of abandonment or determination that the carrying value exceeds its fair value. The amounts recorded as mineral properties represent costs incurred to date and do not necessarily reflect present or future values.

The impairment expenses was $-0- during the years ended December 31, 2013 and 2012.

Reclamation and rehabilitation obligations

The Company recognizes provisions for statutory, contractual, constructive or legal obligations associated with the decommissioning and reclamation of mining property, plant and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. A liability is recognized at the time environmental disturbance occurs and the resulting costs are capitalized to the corresponding asset. The provision for reclamation and rehabilitation obligations is estimated using expected cash flows based on engineering and environmental reports prepared by third-party industry specialists and is discounted at a pre-tax rate specific to the liability. The capitalized amount is amortized on the same basis as the related asset.

In subsequent periods, the liability is adjusted for any changes in the amount or timing of the estimated future cash costs and for the accretion of discounted underlying future cash flows. The unwinding of the effect of discounting the provision is recorded as a finance cost in profit or loss for the period.

The reclamation expenses was $-0- during the years ended December 31, 2013 and 2012.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in United States requires management to make estimates based on assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities, and the reported amounts of revenues and expenses during the reporting periods. Accordingly, our accounting estimates require the exercise of judgment. While management believes that the estimates and assumptions used in preparation of consolidated financial statements are appropriate, actual results could differ from those estimates. Estimates that may have a significant effect include impairment analysis relating to material properties, volatility calculations relating to warrants. The accounting estimates used in preparation of the consolidated financial statements may change as new events occur, more experience is acquired, additional information is obtained and our operating environment changes.

Cash and Cash Equivalent

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At December 31, 2013 and 2012, cash consists of a checking account and money market account held by financial institutions.

Prepaid Project Expenses

The Company accounts for payments made in advance of the transfer of title on mine properties being acquired as project prepayments. When the payment specified by the agreement is made and the property title is transferred to the Company, the costs associated with the property, are accounted for as described above in Mining Properties, Plant and Equipment.

The project deposit $15,000 and $-0- at December 31, 2013 and 2012, respectively.

Income Taxes

The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of timing differences such as deferred officers’ compensation and stock compensation accounting versus tax differences.

Net Loss Per Share, basic and diluted

The Company has adopted Accounting Standards Codification Subtopic 260-10, Earnings Per Share (“ASC 260-10) specifying the computation, presentation and disclosure requirements of earning per share information. Basic income or loss per share has been computed by dividing the net income or loss available to common shareholders by the weighted average number of common shares outstanding for the period. All of the shares issuable upon conversion of the notes payable and exercise of warrants had exercise prices greater than the average market price of the Company’s common stock during the period ended December 31, 2013 and are excluded from the calculation of diluted net income per share because their effect is anti-dilutive. Shares issuable upon conversion of the notes payable and exercise of warrants has been excluded as a common stock equivalent in the diluted loss per share because their effect is anti-dilutive on the computation.

Derivative Instruments

The Company accounts for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

For the periods ended December 31, 2013 and 2012, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities. The August 6, 2013, November 11, 2013 and November 22, 2013 convertible promissory notes have a variable conversion feature that does not become effective until February 2014, April 2014, and June 2014 respectively.

Fair Value of Financial Instruments

The Company's financial instruments, as defined by Accounting Standard Codification subtopic 825-10, Financial Instrument (“ASC 825-10), include cash, accounts payable and convertible note payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2013 and 2012.

FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions

The Company does not have any assets or liabilities measured at fair value on a recurring basis at December 31, 2013 and 2012. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the periods ended December 31, 2013 and 2012.

Foreign Currency Translation and Comprehensive Income (Loss)

The functional currency of Interich is the Hong Kong Dollar (“HKD”). For financial reporting purposes, HKD were translated into United States Dollars (“USD” or “$”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period.

The functional currency of Puncak is the Indonesian Rupiah (“IDR”). For financial reporting purposes, IDR were translated into United States Dollars (“USD” or “$”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period

Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity as “Accumulated other comprehensive income”. Gains and losses resulting from foreign currency transactions are included in the consolidated results of operations. There has been no significant fluctuation in the exchange rate for the conversion of HKD to USD or IDR to USD during the reporting period and after the balance sheet date.

The Company uses Accounting Standard Codification 220 “Comprehensive Income”. Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. Comprehensive income consisted of net income and foreign currency translation adjustments.

Noncontrolling Interests

Noncontrolling interests in our subsidiary are recorded in accordance with the provisions of ASC 810, “Consolidation” and are reported as a component of equity, separate from the parent company’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the noncontrolling interests are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

Stock Based Compensation

The Company follows Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”) which requires that all share-based payments to both employees and non-employees be recognized in the income statement based on their fair values.

As of December 31, 2013 and 2012, the Company did not have any issued and outstanding stock options.

Concentration and Credit Risk, Significant Customers and Supplier Risk

The Company’s principal operations are all carried out in Indonesia. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in Indonesia, and by the general state of Indonesia’s economy. The Company’s operations in Indonesia are subject to specific considerations and significant risks not typically associated with companies in North America. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit.

For the year ended December 31, 2013 two customers accounted for 100% of total revenue. For the year ended December 31, 2012, the Company did not generated any revenue.

Research and Development

The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company has not incur any research and development expenses through December 31, 2013.

Reliance on Key Personnel and Consultants

The Company retains our three officers, namely our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer as independent contractors. The Company is heavily dependent on the continued active participation of these current executive officers, employees and key consultants. The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place.

Impact of New Accounting Standards

The Company has adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”), which was formerly known as SFAS 168. ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the Securities and Exchange Commission (the "SEC") under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards and all other non-grandfathered, non-SEC accounting literature not included in the Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the basis of conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.

The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its consolidated financial statements.

Reclassifications

Certain reclassifications have been made to confirm prior period data to the current presentation. These reclassifications had no effect on reported income.

Emerging Growth Company

·	have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
·	comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
·	submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and
·	disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 8. Financial Statements

Please see our Financial Statements beginning on page F-1 of this annual report.

BORNEO RESOURCE INVESTMENTS LTD.

TABLE OF CONTENTS


		Page Number
Report of Independent Registered Public Accounting Firm		F-1

Consolidated Balance Sheets as of December 31, 2013 and 2012		F-2

Consolidated Statement of Operations for the year ended December 31, 2013 and 2012		F-3

Consolidated Statement of Changes in Stockholders’ Deficit for the period from January 1, 2012 to December 31, 2013		F-4

Consolidated Statements of Cash Flows for the year ended December 31, 2013 and 2012		F-5

Notes to Consolidated Financial Statements		F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and shareholders of

Borneo Resource Investments Ltd.

Bothell, Washington

We have audited the accompanying consolidated balance sheets of Borneo Resource Investments Ltd. and its subsidiaries (the “Company”), as of December 31, 2013 and 2012 and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of two years in the period ended December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2013 and 2012 and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 4 of the accompanying consolidated financial statements, the Company has suffered recurring losses from operations, generated negative cash flows from operating activities, and has an accumulated deficit as of December 31, 2013, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are described in Note 4. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ RBSM LLP

New York, New York

April 15, 2014

F-1

BORNEO RESOURCE INVESTMENTS LTD.
CONSOLIDATED BALANCE SHEETS

	December 31, 2013			December 31, 2012

ASSETS
Current assets:
Cash and cash equivalent	$	8,785		$	1,190
Project deposit		15,000			-
Total current assets		23,785			1,190

Property & equipment:
Mining Property		7,156,176			-
Buildings - net		10,000			-
Equipment - net		62,536			-
		7,228,712			-
Other assets:
Deposits		2,818			2,818

Total other assets		2,818			2,818

Total assets	$	7,255,315		$	4,008

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued interest	$	585,835		$	237,578
Accrued liabilities - mine acquisition - affiliate		1,711,610			-
Accrued liabilities - mine acquisition - other		110,000			-
Income Taxes Payable		62,670			-
Accrued liabilities - other		8,535			76,440
Convertible notes payable net of deferred debt discount of $0 as of December 31, 2013 and 2012 respectively		187,500			75,000
Promissory notes - affiliates		1,951,425			-
Promissory notes - related parties		22,000			20,000
Promissory notes - other		57,500			31,000
Total current liabilities		4,697,075			440,018

Promissory notes - long-term - related parties		415,094			-
Promissory notes - long-term - other		355,216			-

Total liabilities		5,467,385			440,018

Commitments and contingencies		-			-

Stockholders' Equity (Deficit):
Borneo stockholders' equity (deficit):
Preferred stock; $0.001 par value; 100,000,000 shares authorized, none issued and outstanding as of December 31, 2013 and 2012		-			-
Common stock; $0.001 par value; 400,000,000 shares authorized, 74,250,459 shares and 73,235,459 shares issued and outstanding as of December 31, 2013, and 2012 respectively		74,250			73,236
Additional paid in capital		7,090,917			2,428,961
Accumulated deficit		(5,421,607	)		(2,938,207	)
Total Borneo stockholders' equity (deficit)		1,743,560			(436,010	)

Noncontrolling interest		44,370			-
Total stockholders' equity (deficit)		1,787,930			(436,010	)

Total liabilities and stockholders' equity (deficit)	$	7,255,315		$	4,008

The accompanying notes are an integral part of these consolidated financial statements.

F-2

BORNEO RESOURCE INVESTMENTS LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Year Ended
	December 31,			December 31,
	2013			2012

Sales	$	985,408		$	-
Contract Processing		156,000			-
		1,141,408			-
Costs and expenses
Costs applicable to sales		544,043			-
Depreciation		16,203			-
General and administrative		805,270			885,669
Stock based compensation		2,113,471			-

Operating loss		(2,337,579	)		(885,669	)

Other income (expense)
Interest income		74			7
Interest expense		(39,355	)		(40,493	)
Amortization of debt discount		-			(908,286	)

Income (loss) before provision for income taxes		(2,376,860	)		(1,834,441	)

Provision for income taxes:
Current		(62,670	)		-
Deferred		-			-
Total income taxes		(62,670	)		-

Net loss		(2,439,530	)		(1,834,441	)

Net income attributable to noncontrolling interests		43,870			-

Net loss attributable to Borneo shareholders	$	(2,483,400	)	$	(1,834,441	)

Weighted a vearge number of common shares outstanding (basic and fully diluted)		73,315,790			70,865,474

Net income (loss) per common share (basic and fully diluted)	$	(0.03	)	$	(0.03	)

The accompanying notes are an integral part of these consolidated financial statements.

F-3

BORNEO RESOURCE INVESTMENTS LTD.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

From January 1, 2012 to December 31, 2013

					Additional
	Common stock				Paid in		Accumulated			Noncontrolling
	Shares		Amount		Capital		(Deficit)			Interest		Total

Balance, December 31, 2011		69,595,205	$	69,595	$	1,144,525	$	(1,103,766	)	$	-	$	110,354
Sale of common stock for cash		280,000		280		279,720		-			-		280,000
Common stock issued on conversion of debt & accrued interest		3,360,254		3,361		1,004,716		-			-		1,008,077
Net loss for the year ended December 31, 2012		-		-		-		(1,834,441	)		-		(1,834,441	)
Balance, December 31, 2012		73,235,459	$	73,236	$	2,428,961	$	(2,938,207	)	$	-	$	(436,010	)
Common stock issued on warrants exercised		165,000		164		49,335							49,499
Noncontrolling interest in purchase of PT Puncak Kalabat											500		500
Common stock issued for services		750,000		750		351,750							352,500
Common stock issued for restructure of debt		100,000		100		2,499,900							2,500,000
Common stock warrants issued for services						1,760,971							1,760,971
Net loss for the year ended December 31, 2013								(2,483,400	)		43,870		(2,439,530	)
Balance, December 31, 2013		74,250,459	$	74,250	$	7,090,917	$	(5,421,607	)	$	44,370	$	1,787,930

The accompanying notes are an integral part of these consolidated financial statements.

F-4

BORNEO RESOURCE INVESTMENTS LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the year ended			For the year ended
	December 31,			December 31,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,439,530	)	$	(1,834,441	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation		16,203			-
Tools acquired in mining acquisition written off		5,085			-
Amortization of deferred debt discount on convertible notes		-			908,286
Non-cash expenses		1,765,971			-
Common stock issued in exchange for services		352,500			-
Changes in operating assets and liabilities:
Employee advances		-			10,773
Project deposit		(15,000	)		-
Deposits and restricted cash		-			42,578
Accounts payable and accrued interest		331,257			311,429
Accrued liabilities - mine acquisition		(676,965	)		-
Income Taxes Payable		62,670			-
Accrued liabilities - other		(67,906	)		-
Net cash used in operating activities		(665,715	)		(561,375	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid in asset purchase transaction		(195,000	)		-
Net cash provided by investing activities		(195,000	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable		70,000			-
Proceeds from promissory notes - long-term - related parties		365,094			-
Proceeds from promissory notes - long-term - other		355,216			-
Proceeds from promissory notes - short term - related parties		2,000			20,000
Proceeds from promissory notes - short term - other		26,500			31,000
Proceeds from the issuance of common stock on conversion of warrants		49,500			280,000
Net cash provided by financing activities		868,310			331,000

Net (decrease) increase in cash and cash equivalents		7,595			(230,375	)

Cash and cash equivalents at beginning of period		1,190			231,565

Cash and cash equivalents at end of period	$	8,785		$	1,190

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	78		$	5,495
Cash paid during the period for income taxes	$	-		$	-

NONCASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for conversion of notes payable and accrued interest	$	-		$	1,008,077
Amount paid by the related party on behalf of the Company for investment in foreign subsidiary	$	4,500		$	-
Amount paid by the related party on behalf of the Company for assets purchase transaction	$	55,000		$	-
Amount of imputed value of non-controlling interest for investment in foreign sub	$	500		$	-
Fixed assets received on assets purchase transanction	$	7,250,000		$	-
Net accrued liabilities assumed on assets purchase transaction	$	7,000,000		$	-
Accrued liabilities paid by unrelated long-term promissory note holder	$	50,000		$	-
Accounts payable paid by convertible note holder	$	42,500		$	-
Common stock issued for reorganization of debt for purchase transaction	$	2,500,000		$	-
Reclass from accrued liabilities mine acquisition account to promissory notes affiliate	$	1,951,425		$	-

The accompanying notes are an integral part of these consolidated financial statements.

F-5

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 1 - NATURE OF OPERATIONS

Borneo Resource Investments Ltd., (“Borneo” or the “Company”) was organized on June 14, 2004 under the laws of the State of Nevada as “Acme Entertainment, Inc.”. On July 21, 2005, the Company changed its name to “INQB8, Inc.” On November 4, 2005, in connection with a merger with Aventura Resorts, Inc., a privately held Washington company, the Company changed its name to “Aventura Resorts, Inc.” (“Aventura”). In connection with the merger with Interich International Limited, (“Interich”) a British Virgin Islands Company, on July 13, 2011, the company changed its name to Borneo Resource Investments Ltd. See discussion in Note 2 Merger and Recapitalization.

Currently, the Company holds only one coal mining concession acquired by Interich from PT Chaya Meratus Primecoal. With the exception of this concession, the company has only entered into memorandums of understanding or letters of intent with concession holders that are not legally binding on either the concession holder or the Company until the parties enter into definitive agreements which will require the company to pay fees and conduct due diligence. Indonesia is home to some of the richest deposits of steaming coal in the world. The Indonesian government has, for many years been awarding coal mining exploration and licenses to local indigenous groups. With strong relationships with local licensees, through two of its executive officers, the Company has created preferential access to these concession opportunities. Upon entering into agreements to acquire concessions, the Company will market the properties to mining companies and other interested parties. The Company, when presented with the opportunity to do so, will seek to acquire concessions in other regions of Indonesia. Further, Borneo is creating a trading platform for thermal coal concessions and individual coal deposits through arbitrage between Indonesia supply chains and major energy importing nations including India and China.

Interich acquired in exchange for Interich stock an 80% interest in PT Chaya Meratus Primecoal, an Indonesian limited liability company, which is the holder of the exclusive exploration and development rights concession for up to 6,000 hectares in the Tanjung Area Basin of South East Kalimantan. The Company may, with any available cash, perform geological tests to determine the feasibility of mining the PT Chaya Meratus Primecoal concession.

The Company also entered into a non-binding agreement relating to the rights to an exploration IUP covering approximately 1,300 hectares in Kalimantan through a Memorandum of Understanding, dated October 7, 2011, with the concession holder PT Integra Prima Coal (the “Integra MOU”). Pursuant to the Integra MOU, the Company shall take over the exploration, exploitation and drilling on the IUP. The Company does not have any commitments under the Integra MOU until it decides to continue exploration and mining activities. At that time, the parties will negotiate a price for the IUP. The Company also signed other preliminary agreements with companies to acquire mining concessions.

F-6

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 1 - NATURE OF OPERATIONS (Continued)

The Company signed a non-binding Share Sale Purchase Pre-Contract Agreement, dated March 15, 2012 (the “Pre Contract Agreement”) to acquire 75% of PT Batubaraselaruas Sapta (“BSS”), which is the holder of a 93,000 hectare concession in the province of East Kalimantan, Indonesia, with a prospective area of 68,360 hectares. The Pre-Contract Agreement provides that it is only a Memorandum of Understanding prior to due diligence and the negotiation and execution of a Share Sale Purchase Agreement. Under the terms of the Pre-Contract Agreement, the Company will bear all of the costs for the due diligence and development of the BSS concession and, subject to its due diligence and the execution of a Share Sale Purchase Agreement, make a series payments totally US$225,000,000 to acquire 75% of BSS. The initial payment of US$2,250,000, which the Company has not yet made, will provide the Company a 1% interest in BSS and guarantee exclusivity for the Company. The Company shall perform due diligence procedures on this property with any available funds.

The Company’s strategy is to acquire coal concessions and develop a “land bank” of assets to maximize the proven and probable reserves under management. It is the Company’s intention to select strategic partners to coordinate construction of coal mining infrastructure for concessions acquired. Ultimately, financing of mine development will be largely achieved through structured, limited recourse project financing.

Stock Purchase Agreement

On June 10, 2013, effective June 1, 2013, Borneo Resource Investments Ltd. (the “Company”), entered into agreements (the Deed of Sale of Shares, the Equity Entrustment Agreement and the Stock Purchase Agreement or collectively, the “Agreements”) to purchase PT Puncak Kalabat, an Indonesia corporation (“Kalabat”). The Deed of Sale of Shares (the “Deed”), is by and among, Nils Ollquist, the Company’s Chief Executive Officer and purchaser for the Company, and Carlo Muaja, a member of the Company’s Board of Directors, Grace Sarendatu, and Masye Solung as sellers. As a result of the Deed, Nils Ollquist purchased 45,000 shares of Kalabat (the “Shares”), equal to 90% of the shares of Kalabat, for IDR 45 million, which is equal to approximately US$4,500. The Deed also directs that after the purchase by Mr. Ollquist, he will deliver the Shares to the Company. Mr. Ollquist, however, cannot deliver the Shares to the Company until the Company receives the approval of the Indonesian Investment Coordinating Board (“BKPM”). Until the time that the Company receives approval from the BKPM, the Company will control the shares through the provisions of the Equity Entrustment Agreement (the “Trust Agreement”), by and between the Company and Mr. Ollquist. Pursuant to the provisions of the Trust Agreement, Mr. Ollquist shall, in accordance with the instructions from the Company, vote as a record shareholder on matters to be decided and sign relevant legal documents. Further, if and when Kalabat declares a dividend or liquidation payment, Mr. Ollquist shall deliver such dividends to the Company within 10 business days after receipt. Upon the Company’s receipt of the approval from the BKPM, pursuant to the terms of the Stock Purchase Agreement, by and between the Company and Mr. Ollquist, the Company shall purchase the Shares from Mr. Ollquist for $4,500.

From its inception, March 28, 2013, until the date of the transaction on June 10, 2013, Kalabat was an inactive dormant corporation with no assets and liabilities. All reference to Common Stock shares and per share amounts have been retroactively restated to effect the acquisition as if the transaction had taken place as of the beginning of the earliest period presented.

Asset Purchase Agreement

Upon the execution of the Agreements, the Company entered into additional agreements to replace and terminate the Purchase Agreement, dated March 5, 2013, with Kalabat for the purchase of 50 hectares of property (the “Talawaan Property”) and replace and terminate the Purchase Agreement, dated March 22, 2013, and with Kalabat for the purchase of 30 hectares of property (the “Ratatotok Property”). The Company entered into new purchase agreements for the Talawaan Property and the Ratatotok Property by and among the Company, Kalabat and Sanding Longdong (the “Seller”), the owner of the properties with whom Kalabat had purchase agreements.

F-7

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 1 - NATURE OF OPERATIONS (Continued)

For the purchase of the Talawaan Property, the Company has paid $105,000 as the initial payment to the Seller through Kalabat. The purchase agreement for the Talawaan Property requires further payments of $395,000, which became due upon the execution of the purchase agreement for the Talawaan Property, an additional $2,500,000 due on or before June 30, 2013 and a final payment of $2,000,000 due on December 31, 2013. The purchase agreement for the Talawaan Property requires that the Seller deliver to Kalabat the Talawaan Property. As a result of this Agreement, the Company recorded a payable of $4,895,000 on its financial statements and shall began to generate revenues during the month of June 2013.

Beginning in May 2013, in anticipation of the closing of transaction enabling the Company to acquire Puncak, the operations on the Talawaan Property began to change. Prior to and through May 2013, the mining activities on the Talawaan Property operated as what could best be described as that of a cooperative. With the approval of the Seller, teams of individuals would granted areas on the property, and at their own discretion over their activities, mine the site. Whatever ore they recovered was delivered to a central processing point. The ore would then be processed and the costs of processing were shared by the Seller and the miners. Once the gold was recovered and sold to local buyers, the Seller and the miners would then share the profits, after the necessary adjustments for processing costs. In addition, the equipment on the Talawaan Property was used by the miners on site, but by other miners in the area for their activities. Beginning in May 2013, the transition period prior to the closing of the transaction, working with the Seller, miners and the people responsible for processing, the Company began to implement a coordinated operating structure and the tracking all mining and processing activities on the Talawaan Property. In that the Talawaan Property had not been historically operated as a business, the company is treating the acquisition of the Talawaan Property as a purchase of a mining property, mining equipment and tools.

For the purchase of the Ratatotok Property, the Company has paid $5,000 as the initial payment to the Seller through Kalabat. The purchase agreement for the Ratatotok Property requires further payments of $45,000, which became due upon the execution of the purchase agreement for the Ratatotok Property, an additional $450,000 due on or before June 30, 2013 and a final payment of $1,500,000 due on December 31, 2013. The purchase agreement for the Ratatotok Property requires that the Seller deliver to Kalabat the Ratatotok Property. As a result of this Agreement, the Company shall recorded a payable of $1,995,000 on its financial statements. There has not been and there is currently no mining activity on the Ratatotok property and therefore the Company is treating acquisition of the Ratatotok Property as a mining property purchase.

The Company’s allocation of the purchase price on the date of acquisition of the Talawaan and Ratatotok assets acquired and liabilities assumed at the time of acquisition are as follows:

	Talawaan			Ratatotok			Total
Mining Property	$	4,939,361		$	2,000,000		$	6,939,361
Equipment – mining		55,554			-			55,554
Tools		5,085			-			5,085
Accrued liabilities – asset purchase		(5,000,000	)		(2,000,000	)		(7,000,000	)
	$	-		$	-		$	-

The preceding allocations are preliminary and are subject to change based upon management’s further review and analysis of the acquisitions.

On July 26, 2013, effective June 30, 2013, under the terms of an Extension Agreement (the “Extension”), the Company, Kalabat, and the Seller, agreed to defer the due date of all payments due on or before June 30, 2013 under the terms of the above purchase agreements for both Talawaan and Ratatotok to September 30, 2013. Under the terms of the Extension two payments of $50,000 each, to be applied to amount due under the terms of the purchase agreements, will be made to the Seller (the “Extension Payments”). The Extension Payments were made on July 30, 2013 and September 3, 2013. See discussion Note 10 Commitments and Contingencies and Note 11 Affiliate Transactions.

F-8

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 1 - NATURE OF OPERATIONS (Continued)

On September 30, 2013, under the terms of the Second Extension Agreement (the “Second Extension”), the Company, Kalabat and the Seller, agreed to defer the due date of all outstanding payments due on or before September 30, 2013 under the terms of the above purchase agreements for both Talawaan and Ratatotok to December 31, 2013. Under the terms of the Second Extension one payment of $25,000, to be applied to amount due under the terms of the purchase agreements, will be made to the Seller (the “Second Extension Payment”). The Second payment was made on October 8, 2013. See discussion Note 10 Commitments and Contingencies and Note 11 Affiliate Transactions.

On December 17, 2013, under the terms of a Debt Restructuring Agreement (the “Restructuring Agreement”), the Company, Kalabat and the Seller of the "Talawaan Property," agreed to reduce the balance to be paid by $2,500,000 from $4,650,000 to $2,150,000, in exchange for 100,000 shares of Borneo stock and a non-interest bearing promissory note. Under the terms of the promissory note the Company agreed to make a payment of $20,000 on or before December 25, 2013, a payment of $30,000 on or before December 31, 2013, a payment of $500,000 on or before January 31, 2014, and a final payment of $1,600,000 on or before March 31, 2013. The Seller is compensated to oversee operations at the Talawaan Property and as such he is considered an affiliate for the purposes of this transaction. . See discussion Note 8 Capital Stock, Note 10 Commitments and Contingencies and Note 11 Affiliate Transactions.

On December 11, 2013, under the terms of an Asset Purchase Agreement, the Company through its subsidiary PT Puncak Kalabat, finalized the purchase of an approximately 8.6 hectare a then non-producing gold mining property (“Ratatotok South”) for $250,000, including an initial $150,000 payment in cash and two subsequent payments of $50,000 each. Ratatotok South, is located near the village of Ratatotok in the Southeast Minahasa Regency of the North Sulawesi Province of Indonesia. The property is adjacent to the southern border of one of Borneo's other gold mining properties, Ratatotok. In that the Ratatotok South had not been historically operated as a business, the company is treating the acquisition of the Ratatotok South as a purchase of a mining property, mining equipment and tools. See discussion Note 10 Commitments and Contingencies.

On January 11, 2014, the Company through its subsidiary PT Puncak Kalabat, finalized the purchase of an approximately 14.7 hectare a non-producing gold mining property (“Ratatotok Southeast”) for $250,000, including an initial $15,000 payment in cash and four subsequent payments of $100,000, $50,000, $50,000 and $35,000 respectively. Ratatotok Southeast, is located near the village of Ratatotok in the Southeast Minahasa Regency of the North Sulawesi Province of Indonesia. The property is adjacent to the border of one of Borneo's other gold mining properties, Ratatotok. In that the Ratatotok Southeast had not been historically operated as a business, the company is treating the acquisition of the Ratatotok Southeast as a purchase of a mining property. See discussion Note 10 Commitments and Contingencies and Note 14 Subsequent Events.

The Company’s allocation of the purchase price on the date of acquisition of the Ratatotok South and Ratatotok Southeast assets acquired and liabilities assumed at the time of acquisition are as follows:

	Ratatotok South			Ratatotok Southeast			Total
Mining Property	$	216,815		$	250,000		$	466,815
Buildings		10,000			-			10,000
Equipment – mining		23,185			-			23,185
Accrued liabilities – asset purchase		(250,000	)		(250,000	)		(500,000	)
	$	-		$	-		$	-

The preceding allocations are preliminary and are subject to change based upon management’s further review and analysis of the acquisitions.

The Company’s year-end is December 31. The Company is currently not in an exploratory stage and was in an exploratory stage until June 30, 2013.

F-9

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 2 - MERGER AND RECAPITALIZATION

In anticipation of the closing of the Interich transaction, described below, on July 13, 2011, the Company amended its Articles of Incorporation to effect a 100-to-1 reverse stock split of its issued and outstanding shares of common stock. In addition, the authorized number of shares of common stock was amended to authorize the Company to issue a total of 500,000,000 shares of capital stock, each with a par value of $0.001, which consists of 400,000,000 shares of common stock and 100,000,000 shares of preferred stock. Further, the Company changed its name from Aventura Resorts, Inc. to Borneo Resource Investments Ltd.

On August 1, 2011, the Company was merged with Interich via a merger subsidiary of the Company created for this transaction. The transaction has been accounted for as a reverse merger, and Interich is the acquiring company on the basis that Interich’s senior management became the entire senior management of the merged entity and there was a change of control of Borneo. In accordance with Accounting Standards Codification (“ASC”) 805-10-40, Business Combinations – Reverse Acquisitions, Interich was the acquiring entity for accounting purposes. While the transaction is accounted for using the purchase method of accounting, in substance the transaction was a recapitalization of Borneo’s capital structure.

From its inception, on September 22, 2009, until the date of the transaction on August 11, 2011, Interich was an inactive dormant corporation with no significant assets or liabilities. The historical financial statements are those of Interich, the accounting acquirer, immediately following the consummation of the reverse merger.

In connection with the merger, Borneo issued 60,178,073 restricted common shares to stockholders of Interich. The value of the stock that was issued to Interich’s equity holders was $60,178, the then fair value of the Company’s common stock. (See discussion Note 12 Related Party Transactions). In addition, $30,774 of convertible debt was exchanged for 6,154,860 “free trading” common shares of the Company. The issued and outstanding number of common shares subsequent to the closing and the exchange of convertible debt were 69,500,205.

In connection with the merger, existing stockholders retained 3,167,272 common shares. All reference to Common Stock shares and per share amounts have been retroactively restated to effect the reverse acquisition as if the transaction had taken place as of the beginning of the earliest period presented.

The total consideration paid was $60,178 and the significant components of the transaction are as follows:

Assets acquired:	$	110
Concession		-
Liabilities assumed:		(31,944	)
Net:	$	(31,834	)

Prior to the merger, the Company planned to develop real estate. The Company entered into several agreements to acquire resort properties but exhausted their assets before they could develop any property and decided to enter into the merger with Interich. The transaction is in substance as a capital transaction or deemed as a reverse recapitalization, rather than a business combination. Thus, no goodwill or other intangible assets have been recorded.

F-10

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 3 - CONCESSION ACQUISITION

In compliance with Indonesian regulations the Company, through Indonesian counsel, is filing a foreign investment approval application for all concession acquisitions in Indonesia.

NOTE 4 - BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES

Principles of Consolidation

The accompanying consolidated financial statements include the financial statements of Borneo and its subsidiaries (refer below table) are prepared to conform to accounting principles generally accepted in the United States of America. All significant inter-company accounts and transactions were eliminated in consolidation.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the following entities, all of which the Company maintains control through a majority ownership:

			Form of	State of
Name of Entity	%		Entity	Incorporation	Relationship

Borneo Resource Investments Limited		-	Corporation	Nevada	Parent
Interich International Limited		100%	Corporation	British Virgin Isl.	Holding Sub
PT Puncak Kalabat Limited		90%	Corporation	North Minahasa Regency, Indonesia	Holding Sub

Interich’s operating activities did not begin until July 1, 2011.

PT Puncak was formed on March 28, 2013.

F-11

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 4 - BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES (Continued)

Going Concern Uncertainties

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statement, the Company has accumulated a deficit of $5,421,607 as of December 31, 2013 . The ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations or on the ability of the Company to obtain necessary financing to fund ongoing operations. Management believes that its current and future plans enable it to continue as a going concern for the next twelve months.

To meet these objectives, the Company continues to seek other sources of financing in order to support existing operations and expand the range and scope of its business. However, there are no assurances that any such financing can be obtained on acceptable terms and timely manner, if at all. The failure to obtain the necessary working capital would have a material adverse effect on the business prospects and, depending upon the shortfall, the Company may have to curtail or cease its operations.

The accompanying consolidated financial statements do not include any adjustment to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence.

NOTE 5 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of significant accounting policies applied in the presentation of consolidated financial statements are as follows:

Revenue Recognition

The Company earns revenue from sale of gold as well as contract processing of third party’s gold ore in the Company's production facilities. Revenue from sale of gold is recognized when title and risk of loss is passed on to the customer generally upon manual delivery of product to the customer subject to assurance of collection. Contract processing revenue is recognized when services are performed and collection is assured.

Cost of Revenue

Inventories

F-12

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 5 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Mining properties, plant and equipment

Impairment of Long-Lived Assets

F-13

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 5 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The impairment expenses was $-0- during the years ended December 31, 2013 and 2012.

Reclamation and rehabilitation obligations

The reclamation expenses was $-0- during the years ended December 31, 2013 and 2012.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in United States requires management to make estimates based on assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities, and the reported amounts of revenues and expenses during the reporting periods. Accordingly, our accounting estimates require the exercise of judgment. While management believes that the estimates and assumptions used in preparation of consolidated financial statements are appropriate, actual results could differ from those estimates. Estimates that may have a significant effect include impairment analysis relating to mineral properties, volatility calculations relating to warrants. The accounting estimates used in the preparation of the consolidated financial statements may change as new events occur, more experience is acquired, additional information is obtained and our operating environment changes.

Cash and Cash Equivalent

Prepaid Project Expenses

The project deposit $15,000 and $-0- at December 31, 2013 and 2012, respectively.

F-14

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 5 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

Net Loss Per Share, basic and diluted

Derivative Instruments

Fair Value of Financial Instruments

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions

F-15

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 5 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign Currency Translation and Comprehensive Income (Loss)

Noncontrolling Interests

Stock Based Compensation

As of December 31, 2013 and 2012, the Company did not have any issued and outstanding stock options.

Concentration and Credit Risk, Significant Customers and Supplier Risk

F-16

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 5 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

For the year ended December 31, 2013 two customers accounted for 100% of total revenue. For the year ended December 31, 2012, the Company did not generated any revenue.

Research and Development

Reliance on Key Personnel and Consultants

Impact of New Accounting Standards

Reclassifications

Certain reclassifications have been made to confirm prior period data to the current presentation. These reclassifications had no effect on reported income.

F-17

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 6 - MINING PROPERTY, PLANT AND EQUIPMENT

Mining property, plant and equipment comprise:

	Mining property		Machinery & equipment			Building		Total
Cost
Balance at December 31, 2012	$	-	$	-		$	-	$	-
Talawaan property purchase		4,939,361		60,639			-		5,000,000
Ratatotok property purchase		2,000,000		-			-		2,000,000
Ratatotok South property purchase		216,815		23,185			10,000		250,000
Write off		-		(5,085	)		-		(5,085	)

Balance at December 31, 2013	$	7,156,176	$	78,739		$	10,000	$	7,244,915

Accumulated depreciation and impairment
Balance at December 31, 2012	$	-	$	-		$	-	$	-
Depreciation		-		16,203			-		16,203

Balance at December 31, 2013	$	-	$	16,203		$	-	$	16,203

Net book value
At December 31, 2012	$	-	$	-		$	-	$	-
At December 31, 2013	$	7,156,176	$	62,536		$	10,000	$	7,228,712

Management believes the Company has diligently investigated rights of ownership of all of the mining properties to a level which is acceptable by prevailing industry standards with respect to the current stage of development of each property in which it has an interest and, to the best of its knowledge, all agreements relating to such ownership rights are in good standing. However, all properties may be subject to prior claims, agreements or transfers, and rights of ownership may be affected by undetected defects.

F-18

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 7 - CONVERTIBLE NOTES PAYABLE

The Senior Secured Convertible Notes (“Notes”) represents amounts received from unrelated lenders under the terms of the private placement offering.

At December 31, 2013 and 2012 convertible notes were comprised of the following:

	December 31, 2013			December 31, 2012
Senior Secured Convertible Promissory Note (net of unamortized debt discount of $0 at December 31, 2013 and 2012), in default	$	75,000		$	75,000
8% convertible promissory note, due on May 6. 2014		37,500			-
8% convertible promissory note, due on July 5. 2014		32,500			-
8% convertible promissory note, due on August 26. 2014		42,500			-
Total		187,500			-
Less: Current portion	$	(187,500	)	$	(75,000	)
Long Term portion	$	-		$	-

On August 6, 2013, the Company secured $37,500 in the form of a convertible promissory note. The notes bear interest at the rate of 8% until they mature, or until there is an event of default; thereafter, any portion of the principal or interest which has not been settled will be subject to interest at the rate of 22% per annum. The notes mature on May 6, 2014, and may be prepaid during the period from issuance to May 6, 2014, in full, at various rates ranging from 115% to 140% of the principal balance plus accrued interest to the date of prepayment. The holder has the option to convert any balance of principal and interest which is unpaid at February 2, 2014 or thereafter, into common stock of the Company. The rate of conversion for these notes is calculated as the average of the lowest three trading prices during the ten trading days immediately preceding such conversion, discounted by 42%. Under the terms of the convertible promissory note, the Company is not in default. On January 30, 2014, the Company repaid this convertible note with accrued interest, prepayment charges and principal balance of $37,500. See discussion Note 14 Subsequent Events.

On October 2, 2013, the Company secured $32,500 in the form of a convertible promissory note. The notes bear interest at the rate of 8% until they mature, or until there is an event of default; thereafter, any portion of the principal or interest which has not been settled will be subject to interest at the rate of 22% per annum. The notes mature on July 5, 2014, and may be prepaid during the period from issuance to July 5, 2014, in full, at various rates ranging from 115% to 140% of the principal balance plus accrued interest to the date of prepayment. The holder has the option to convert any balance of principal and interest which is unpaid at March 30, 2014 or thereafter, into common stock of the Company. The rate of conversion for these notes is calculated as the average of the lowest three trading prices during the ten trading days immediately preceding such conversion, discounted by 42%. Under the terms of the convertible promissory note, the Company is not in default. On March 28, 2014, the Company repaid this convertible note with accrued interest, prepayment charges and principal balance of $32,500. See discussion Note 14 Subsequent Events.

On November 22, 2013, the Company secured $42,500 in the form of a convertible promissory note. The notes bear interest at the rate of 8% until they mature, or until there is an event of default; thereafter, any portion of the principal or interest which has not been settled will be subject to interest at the rate of 22% per annum. The notes mature on August 26, 2014, and may be prepaid during the period from issuance to August 26, 2014, in full, at various rates ranging from 115% to 140% of the principal balance plus accrued interest to the date of prepayment. The holder has the option to convert any balance of principal and interest which is unpaid at February 2, 2014 or thereafter, into common stock of the Company. The rate of conversion for these notes is calculated as the average of the lowest three trading prices during the ten trading days immediately preceding such conversion, discounted by 42%. Under the terms of the convertible promissory note, the Company is not in default.

F-19

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 7 - CONVERTIBLE NOTES PAYABLE (Continued)

The Notes are secured by all assets of the Company and its subsidiaries. Maturity is one year from the closing of the offering, unless converted by the note holder prior to the maturity date into the Company’s common stock. The interest rate of the notes is 8% per annum, payable on a semi-annual basis, with the interest rate increasing to 14% per annum upon and so long as a default continues. Under the terms of the Notes, effective October 31, 2012, two Notes with principal amounts totaling $75,000 are in default, and as provided for under the terms of the Notes the interest rate increased to 14% per annum. The number of shares of common stock the note holder is entitled to is determined by dividing the aggregate principal amount and all accrued and then unpaid interest thereon by $0.30. In addition, under the terms of the private placement offering, for each dollar of principal amount of the convertible notes, the subscriber to the private placement also received a two year warrant (i.e. 1,025,000 warrants), from the date of the closing of the private placement offering to purchase shares of the Company’s common stock at exercise price of $0.30 per share. The Notes had a beneficial feature of $375,571 and the fair value of warrants at the date of grant was $649,429. In accordance with ASC 470-20, the Company allocated the proceeds from the issuance of the Notes to the warrants and the Notes based on their fair market values at the date of issuance using the Black-Scholes model. The value assigned to the warrants was $649,429 and $375,571 was assigned to the beneficial conversion feature on debt. In total, $1,025,000 was recorded as an increase in additional paid-in capital and was netted with the Convertible Note value. The discount was amortized over the original one-year term of the Notes as additional interest expense. For the years December 31, 2013 and 2012 $0 was amortized and shown as interest expense.

The fair value of the warrants was determined using the Black-Scholes pricing model, which values warrants based on the stock price at the grant date, the expected life of the warrant, the estimated volatility of the stock, the expected dividend payments, and the risk-free interest rate of U.S. Treasuries over the expected life of the warrants.

The assumptions used in the Black-Scholes pricing model for stock warrants granted during the year ended December 31, 2011 were as follows:

Fair Value of Common Stock	$1.00 – $2.25
Risk-Free Interest Rate	4.01% - 4.52%
Expected Volatility of Common Stock	317%
Dividend Yield	0%
Estimated life of warrants	2 Years

NOTE 8 - CAPITAL STOCK

On July 13, 2011, the Company amended its Articles of Incorporation to effect a 100-to-1 reverse stock split of its issued and outstanding shares of common stock and concurrently increased its authorized shares to 500,000,000 shares of capital stock, each with a par value of $0.001, which consists of 400,000,000 shares of common stock and 100,000,000 shares of preferred stock. All share and per share amounts have been retroactively stated as if the split had occurred September 22, 2009.

Preferred Stock

The Company has authorized the issuance of 100,000,000 shares of preferred stock, with a par value of $0.001 per share. The Company’s Board of Directors has broad discretion to create one or more series of preferred stock and to determine the rights, preferences, and privileges of any such series.

As of December 31, 2013 and 2012, there were no shares of preferred stock issued and outstanding.

Common stock

The Company authorized the issuance of 400,000,000 shares of common stock, par value $0.001.

As of December 31, 2013 and 2012 there were 74,250,459 shares and 73,235,459 of common stock issued and outstanding, respectively.

F-20

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 8 - CAPITAL STOCK (Continued)

In January 2012, in connection with a private placement the Company sold and issued 80,000 shares of its common stock at $1.00 per share.

In May 2012, $695,000 plus accrued interest of $41,057 was converted to 2,453,532 shares of common stock by the terms of the convertible notes. See discussion Note 7 Convertible Notes Payable.

In June 2012, the Company sold and issued 100,000 shares under the terms of this offering.

In July 2012, $200,000 plus accrued interest of $14,773 was converted to 715,909 shares of common stock by the terms of the convertible notes. See discussion Note 7 Convertible Notes Payable.

In August 2012, $55,000 plus accrued interest of $2,243 was converted to 190,813 shares of common stock by the terms of the convertible notes. See discussion Note 7 Convertible Notes Payable.

In April 2013, the Company issued 50,000 shares on the exercise of 50,000 common stock warrants at $.30 per share for total consideration of $15,000. See discussion Note 9 Warrants.

In May 2013, the Company issued 67,000 shares on the exercise of 67,000 common stock warrants at $.30 per share for total consideration of $20,050. See discussion Note 9 Warrants.

In July 2013, the Company issued 48,000 shares on the exercise of 48,000 common stock warrants at $.30 per share for total consideration of $14,450. See discussion Note 9 Warrants.

In December 2013, the Company issued 750,000 under the terms of an agreement with investor relations company , dated November 1, 2013, at per share price of $0.47 per share, the market price of the shares as of November 1, 2013.

In December 2013, the Company issued 100,000 shares under the terms of a Debt Restructuring Agreement to an affiliate reducing balance due by $2,500,000 which was credited to additional paid in capital. See discussion Note 1 Nature of Operations, Note 10 Commitments and Contingencies and Note 11 Affiliate Transactions.

In March 2014, the holder of the loan with a principal balance of $30,000 agreed to exchange the principal and interest on the note of $36,029 for 180,146 shares of common stock of the Company at a price of $.20 per share, the market price of the common stock at the close on March 28, 2014. See discussion Note 8 Capital Stock and Note 10 Commitments and Contingencies.

NOTE 9 – WARRANTS

The following table summarizes the changes in warrants outstanding and related prices for the shares of the Company’s common stock issued to shareholders at December 31, 2013 and 2012:

Exercise Price		Number Outstanding		Warrants Outstanding Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise price		Number Exercisable		Warrants Exercisable Weighted Average Exercise Price

$	0.60		5,100,000		5.00	$	.60		5,100,000	$	.60

F-21

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 9 - WARRANTS (Continued)

Transactions involving the Company’s warrant issuance are summarized as follows:

				Stock Warrants
				Weighted Average
				Exercise
	Shares			Price
Outstanding at December 31, 2012		1,025,000			$	0.30
Granted in 2013		5,100,000				0.60
Cancelled		-				-
Expired		(860,000	)			0.30
Exercised		(165,000	)		$	0.30
Outstanding at September 30, 2013		5,100,000			$	0.60

During the year ended December 31, 2011, the Company has issued 1,025,000 warrants to the Note holder. The fair value of the issued warrants was determined using the Black-Scholes Option Pricing Model. See discussion Note 7 Convertible Notes Payable.

In April 2013, 50,000 warrants were exercised at $.30 per warrant for a total of $15,000. See discussion Note 8 Capital Stock.

In May 2013, 67,000 warrants were exercised at $.30 per warrant for a total of $20,050. See discussion Note 8 Capital Stock.

In July 2013, 48,000 warrants were exercised at $.30 per warrant for a total of $14,450. See discussion Note 8 Capital Stock.

On October 30, 2013 the 860,000 unexercised warrants expired and as a result as of the date of the issuance of this report there are no warrants issued and outstanding.

On December 17, 2013 the Company issued 5,000,000 warrants the Company’s Chief Financial Officer (see discussion Note 12 Related Party Transactions) and 100,000 warrants to a non-affiliated individual in recognition of services to the Company. The warrants have a term of five years, an exercise price of $.60 per share, and vested on grant. The fair value of the issued warrants was determined using the Black-Scholes Option Pricing Model. The value assigned to the warrants was $1,760,971, and was recorded as an increase in additional paid-in capital and offset to stock based compensation.

The assumptions used in the Black-Scholes pricing model for stock warrants granted during the year ended December 31, 2013 were as follows:

Fair Value of Common Stock	$0.60
Risk-Free Interest Rate	4.73%
Expected Volatility of Common Stock	156.25%
Dividend Yield	0%
Estimated life of warrants	1 Years

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Mining Concessions

F-22

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 10 - COMMITMENTS AND CONTINGENCIES (Continued)

Share Purchase Agreement

F-23

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 10 - COMMITMENTS AND CONTINGENCIES (Continued)

Asset Purchase Agreements

For the purchase of the Talawaan Property, the Company has paid $105,000 as the initial payment to the Seller through Kalabat. The purchase agreement for the Talawaan Property requires further payments of $395,000, which became due upon the execution of the purchase agreement for the Talawaan Property, an additional $2,500,000 due on or before June 30, 2013 and a final payment of $2,000,000 due on December 31, 2013. The purchase agreement for the Talawaan Property requires that the Seller deliver to Kalabat the Talawaan Property. As a result of this Agreement, the Company recorded a payable of $4,895,000 on its financial statements and began to generate revenues during the month of June 2013.

For the purchase of the Ratatotok Property, the Company has paid $5,000 as the initial payment to the Seller through Kalabat. The purchase agreement for the Ratatotok Property requires further payments of $45,000, which became due upon the execution of the purchase agreement for the Ratatotok Property, an additional $450,000 due on or before June 30, 2013 and a final payment of $1,500,000 due on December 31, 2013. The purchase agreement for the Ratatotok Property requires that the Seller deliver to Kalabat the Ratatotok Property. As a result of this Agreement, the Company recorded a payable of $1,995,000 on its financial statements.

On July 26, 2013, effective June 30, 2013, under the terms of an Extension Agreement (the “Extension”), the Company, Kalabat, and the Seller, agreed to defer the due date of all payments due on or before June 30, 2013 under the terms of the above purchase agreements for both Talawaan and Ratatotok to September 30, 2013. Under the terms of the Extension two payments of $50,000 each, to be applied to amount due under the terms of the purchase agreements, will be made to the Seller (the “Extension Payments”). The Extension Payments were made on July 30, 2013 and September 3, 2013. See discussion Note 1 Nature of Operations and Note 11 Affiliate Transactions.

On September 30, 2013, under the terms of the Second Extension Agreement (the “Second Extension”), the Company, Kalabat and the Seller, agreed to defer the due date of all outstanding payments due on or before September 30, 2013 under the terms of the above purchase agreements for both Talawaan and Ratatotok to December 31, 2013. Under the terms of the Second Extension one payment of $25,000, to be applied to amount due under the terms of the purchase agreements, will be made to the Seller (the “Second Extension Payment”). The Second payment was made on October 8, 2013. See discussion Note 1 Nature of Operations and Note 11 Affiliate Transactions.

On December 17, 2013, under the terms of a Debt Restructuring Agreement (the “Restructuring Agreement”), the Company, Kalabat and the Seller of the "Talawaan Property," agreed to reduce the balance to be paid by $2,500,000 from $4,650,000 to $2,150,000, in exchange for 100,000 shares of Borneo stock and a non-interest bearing promissory note. Under the terms of the promissory note the Company agreed to make a payment of $20,000 on or before December 25, 2013, a payment of $30,000 on or before December 31, 2013, a payment of $500,000 on or before January 31, 2014, and a final payment of $1,600,000 on or before March 31, 2013. The Seller is compensated to oversee operations at the Talawaan Property and as such he is considered an affiliate for the purposes of this transaction. . See discussion Note 1 Nature of Operations, Note 8 Capital Stock and Note 11 Affiliate Transactions.

On December 11, 2013, under the terms of an Asset Purchase Agreement, the Company through its subsidiary PT Puncak Kalabat, finalized the purchase of an approximately 8.6 hectare currently non-producing gold mining property for $250,000, including an initial $150,000 payment in cash and two subsequent payments of $50,000 each. The acquired property, with the project name of Ratatotok South, is located near the village of Ratatotok in the Southeast Minahasa Regency of the North Sulawesi Province of Indonesia. The property is adjacent to the southern border of one of Borneo's other gold mining properties, Ratatotok. . See discussion Note 1 Nature of Operations.

On January 11, 2014, the Company through its subsidiary PT Puncak Kalabat, finalized the purchase of an approximately 14.7 hectare a non-producing gold mining property for $250,000, including an initial $15,000 payment in cash and four subsequent payments of $100,000, $50,000, $50,000 and $35,000 respectively. The acquired property, with the project name of Ratatotok Southeast, is located near the village of Ratatotok in the Southeast Minahasa Regency of the North Sulawesi Province of Indonesia. The property is adjacent to the border of one of Borneo's other gold mining properties, Ratatotok. See discussion Note 1 Nature of Operations and Note 14 Subsequent Events.

Operating leases

F-24

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 10 - COMMITMENTS AND CONTINGENCIES (Continued)

On May 17, 2012, the Company signed an office rental agreement for offices in Hong Kong. The lease is for six months and the monthly rental is HKD$16,000 which equals approximately $2,100 per month. In addition the Company paid a deposit of HKD$16,000 which equals approximately $2,100. The office rental agreement for the offices in Hong Kong has been extended in increments of an additional six months. The current rate rental rate is HKD$19,515 per month which equals approximately $2,600.

Loans

Short term promissory notes- other

From September 21, 2012 through December 31, 2012 the Company secured $31,000 in loans in the form of short-term promissory notes. The promissory notes have a term ranging from thirty days to one year and pay compound interest of five percent per annum. Where applicable the loans with a shorter term have been extended. Under the terms of the short-term promissory notes, the Company is not in default.

During the year ended December 31, 2013, the Company secured $30,000 and $2,500 in loans in the form of short-term promissory notes from non-affiliated third parties. During the same period three loans with principal totaling $6,000 was repaid.

As of December 31, 2013 and 2012, the balance outstanding from short term promissory notes- other was $57,500 and $31,000, respectively.

On March 28, 2014, the holder of the loan with a principal balance of $30,000 agreed to exchange the principal and interest on the note for shares of common stock of the Company (see discussion Note 8 Capital Stock and Note 14 Subsequent Events).

From January 1, 2014 through April 11, 2014 the Company secured $46,500 in loans in the form of short-term promissory notes from non-affiliated third parties. The promissory notes have a term ninety days to six months and pay compound interest of five percent per annum. During the same period a partial principal payment of $7,500 was made on one of the loans. Under the terms of the short-term promissory notes, the Company is not in default. See discussion Note 14 Subsequent Events.

Long term promissory notes- other

The following table details loans made by non-affiliated third party to the Company in the form of long-term promissory notes. The promissory notes have a term of five years and pay compound interest of five percent per annum. Under the terms of the promissory notes, the Company is not in default.

Date of Loan	Amount
8/6/2013	$	11,000.00
8/9/2013	$	6,000.00
8/27/2013	$	50,000.00
9/3/2013	$	6,000.00
10/7/2013	$	100,000.00
11/25/2013	$	150,000.00
12/2/2013	$	32,216.49
8/6/2013	$	11,000.00
	$	355,216.49

As of December 31, 2013 and 2012, the balance outstanding from long term promissory notes- other was $355,216 and $-0-, respectively.

F-25

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 10 - COMMITMENTS AND CONTINGENCIES (Continued)

Short term promissory notes- related parties

On November 21, 2012, the Company secured $5,000 in the form of a short-term promissory note from Mr. Ollquist. The promissory note has a term of ninety days and pays compound interest of five percent per annum. The term have been extended and the Company is not in default. See discussion Note 12 Related Party Transactions.

The following table details loans made by Mr. Matin to the Company in the form of short-term promissory notes. The promissory notes have a term of thirty to ninety days and pay compound interest of five percent per annum. The term of the notes has been extended and the Company is not in default. See discussion Note 12 Related Party Transactions and Note 14 Subsequent Events.

Date of Loan	Amount
11/9/2012	$	5,000.00
12/18/2012	$	5,000.00
12/21/2012	$	5,000.00
2/7/2013	$	2,000.00
	$	17,000.00

As of December 31, 2013 and 2012, the balance outstanding from short term promissory notes- related party was $22,000 and $20,000, respectively.

Long term promissory notes- related parties

The following table details loans made by Mr. Ollquist to the Company in the form of long-term promissory notes. The promissory notes have a term of five years and pay compound interest of five percent per annum. Under the terms of the promissory notes, the Company is not in default. See discussion Note 12 Related Party Transactions and Note 14 Subsequent Events.

Date of Loan	Amount
2/15/2013	$	250,000.00
4/4/2013	$	50,000.00
7/3/2013	$	5,093.58
7/30/2013	$	50,000.00
9/30/2013	$	10,000.00
1/14/2014	$	4,465.54
1/14/2014	$	4,236.02
1/29/2014	$	8,746.21
1/30/2014	$	20,000.00
2/24/2014	$	19,956.00
2/27/2014	$	1,255.74
2/28/2014	$	22,089.45
3/14/2014	$	1,000.00
	$	446,842.54

F-26

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 10 - COMMITMENTS AND CONTINGENCIES (Continued)

The following table details loans made by Mr. Matin to the Company in the form of long-term promissory notes. The promissory notes have a term of five years and pay compound interest of five percent per annum. Under the terms of the promissory notes, the Company is not in default. See discussion Note 12 Related Party Transactions and Note 14 Subsequent Events.

Date of Loan	Amount
9/3/2013	$	50,000.00
1/30/2014	$	4,000.00
2/13/2014	$	1,000.00
	$	55,000.00

As of December 31, 2013 and 2012, the balance outstanding from long term promissory notes- related party was $415,094 and $-0-, respectively.

On March 28, 2014, the Company secured $100,000 in the form of long-term promissory note from Mr. Muaja. The promissory note has a term of five years and pays compound interest of five percent per annum. Under the terms of the long-term promissory note, the Company is not in default. See discussion Note 12 Related Party Transactions and Note 14 Subsequent Events.

Litigation

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as described below, we are currently not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

F-27

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 11 - AFFILIATE TRANSACTIONS

The Seller from whom the Company purchased both the Talawaan Property and Ratatotok Property continues a significant relationship with the Company and is compensated to oversee operations at the Talawaan Property. As such the Company considers this person to be an affiliate. See discussion Note 1 Nature of Operations, Note 8 Capital Stock, and Note 10 Commitments and Contingencies.

As of June 1, 2013, the total accrued liabilities assumed for both mine were $6,890,000 net of down payment of $110,000.

Under the terms of an Extension Agreement (the “Extension”) dated June 2013 and September 2013, the repayment of $125,000 and applied to amount due under the terms of the purchase agreements.

During the year ended December 31, 2013, by mutual understanding, approximately $600,000, the excess funds available, after all mining operations expenses are paid, is retained by Sanding and offset against the Company’s obligations to him under the purchase agreements.

As of December 31, 2013, the balance outstanding from accrued liabilities- mine acquisition affiliate and promissory notes affiliate was $1,711,610 and $1,951,425, respectively.

During the year ended December 31, 2013, the Company earned $9,600 from the affiliate transaction included in statement of operations under line item “contract processing revenue”.

During the year ended December 31, 2013, the Company incurred and paid approximately $46,000 from the affiliate transaction included in statement of operations under line item “costs applicable to sales”.

NOTE 12 - RELATED PARTY TRANSACTIONS

Mr. Nils Ollquist, the Company’s Chairman of the Board, Chief Executive Officer and President, was the largest shareholder of Interich prior to the Merger. Under the terms of the Merger, Mr. Ollquist was issued 27,080,133 restricted shares of Common Stock of Borneo. See discussion Note 2 Merger and Recapitalization. In addition, Mr. Ollquist had been a principal of OFS Capital Group (“OFS”), a company that Borneo had retained under a management agreement for which Mr. Ollquist received no compensation. See discussion Note 10 Commitments and Contingencies.

F-28

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 12 - RELATED PARTY TRANSACTIONS (Continued)

The following table details loans made by Mr. Ollquist to the Company in the form of long-term promissory notes. The promissory notes have a term of five years and pay compound interest of five percent per annum. Under the terms of the promissory notes, the Company is not in default. See discussion Note 10 Commitments and Contingencies and Note 14 Subsequent Events.

Date of Loan	Amount
2/15/2013	$	250,000.00
4/4/2013	$	50,000.00
7/3/2013	$	5,093.58
7/30/2013	$	50,000.00
9/30/2013	$	10,000.00
1/14/2014	$	4,465.54
1/14/2014	$	4,236.02
1/29/2014	$	8,746.21
1/30/2014	$	20,000.00
2/24/2014	$	19,956.00
2/27/2014	$	1,255.74
2/28/2014	$	22,089.45
3/14/2014	$	1,000.00
	$	446,842.54

Mr. Carlo Muaja, the Company’s Chief Operating Officer and a Director, was a shareholder of Interich prior to the Merger. Mr. Muaja was the principal shareholder of Meratus prior to Interich’s acquisition of an 80% interest in Meratus, and he received his shares in Interich as part of the transaction. See discussion Note 3 Concession Acquisitions. Under the terms of the Merger, Mr. Muaja was issued 15,044,518 restricted shares of Common Stock of Borneo.

On March 28, 2014, the Company secured $100,000 in the form of long-term promissory note from Mr. Muaja. The promissory note has a term of five years and pays compound interest of five percent per annum. Under the terms of the long-term promissory note, the Company is not in default. See discussion Note 10 Commitments and Contingencies and Note 14 Subsequent Events.

Another former principal of OFS, Mr. George Matin, was a shareholder of Interich prior to the Merger. Under the terms of the Merger Mr. Matin was issued 18,053,422 restricted shares of Common Stock of Borneo. On August 1, 2011, the Company entered into a management agreement with OFS. OFS had been retained to assist the Company in planning, managing, and conducting its business operations. The agreement has an initial term of two years, and the Company paid OFS $5,000 per month plus approved expenses. Mr. Ollquist and Mr. Matin are former principals of OFS. Mr. Ollquist did not receive compensation under this agreement. The agreement was terminated in July 2012. See discussion Note 10 Commitments and Contingencies.

F-29

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 12 - RELATED PARTY TRANSACTIONS (Continued)

The following table details loans made by Mr. Matin to the Company in the form of short-term promissory notes. The promissory notes have a term of thirty to ninety days and pay compound interest of five percent per annum. The term of the notes has been extended and the Company is not in default. See discussion Note 10 Commitments and Contingencies and Note 14 Subsequent Events..

Date of Loan	Amount
11/9/2012	$	5,000.00
12/18/2012	$	5,000.00
12/21/2012	$	5,000.00
2/7/2013	$	2,000.00
	$	17,000.00

The following table details loans made by Mr. Matin to the Company in the form of long-term promissory notes. The promissory notes have a term of five years and pay compound interest of five percent per annum. Under the terms of the promissory notes, the Company is not in default. See discussion Note 10 Commitments and Contingencies and Note 14 Subsequent Events.

Date of Loan	Amount
9/3/2013	$	50,000.00
1/30/2014	$	4,000.00
2/13/2014	$	1,000.00
	$	55,000.00

On December 17, 2013 the Company issued 5,000,000 warrants the Company’s Chief Financial Officer in recognition of services to the Company. The warrants have a term of five years, an exercise price of $.60 per share, and vested on grant. See discussion Note 9 Warrants.

NOTE 13 – INCOME TAXES

We account for income taxes under ASC 740, “Expenses – Income Taxes”. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards. ASC 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Realization of deferred tax assets, including those related to the U.S. net operating loss carry forwards and to the temporary differences related to the deduction of stock-based compensation for income tax purposes as compared to financial statement purposes, are dependent upon future taxable income during the periods in which those temporary differences become deductible or are utilized.

F-30

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

PT Puncak Kalabat is governed by the Income Tax Law of the Indonesia Concerning Foreign Investment Enterprise and Foreign Enterprises and local income tax laws (the “Indonesia Income Tax Law”). Pursuant to the Indonesia Income Tax Law, PT Puncak is subject to tax at a maximum statutory rate of 12.5% (inclusive of state and local income taxes). The income tax provision described in the table below was due to permanent differences.

Interich International Limited, (“Interich”) a British Virgin Islands Company, and is not subject to any corporate income taxes in accordance to the laws and regulations of that country. Since Interich is not engaged in operations or sales, and management does not expect to repatriate earnings of Interich for use in US, there would not be potential income tax implications.

The Company has cumulative undistributed earnings from its foreign subsidiaries of approximately $439,000 and $-0- as of December 31, 2013 and 2012, respectively, which is included in the consolidated retained earnings and will continue to be indefinitely reinvested in the Company’s Indonesia operations. Accordingly, no provision has been made for any deferred taxes related to future repatriation of these earnings, nor is it practicable to estimate the amount of income taxes that would have to be provided if we concluded that such earnings will be remitted in the future.

The components of income (loss) before income tax consist of the following:

	Years Ended December 31,
	2013			2012
U.S. Operations	$	(2,876,596	)	$	(1,807,091)
Hong Kong Operations (Interich)		(1,625)			(27,350)
Indonesia Operations (PT Puncak)		501,360			-
Total	$	(2,376,861)		$	(1,834,441)

The components of the provision (benefit) for income taxes are as follows:

	Years Ended December 31,
	2013		2012
Federal, State and Local	$	-	$	-
Indonesia income tax		63,000		-
Total	$	63,000	$	-

The table below summarizes the reconciliation of our income tax provision (benefit) computed at the statutory U.S. Federal rate and the actual tax provision (presented to the nearest thousand):

	Years Ended December 31,
	2013		2012
Income tax provision at federal statutory rate	$	(808,000)	$	(624,000)
State income taxes, net of federal benefit		-		-
Permanent differences		600,000		-
U.S. tax rate in excess of foreign tax rate		(107,000)		-
U.S. valuation allowance		378,000		624,000
Tax provision	$	63,000	$	-

F-31

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

We have a net operating loss (“NOL”) carry forward for U.S. income tax purposes at December 31, 2013 expiring through the year 2033. Management estimates the NOL as of December 31, 2013 to be approximately $4,049,000. The utilization of our NOL’s will be significantly limited because of a change in ownership as defined under Section 382 of Internal Revenue Code of 1986, if in the future the Company issues common stock or additional equity instruments convertible in common shares which result in an ownership change exceeding the 50% limitation threshold imposed by that section, all of the Company’s net operating losses carry forwards may be significantly limited as to the amount of use in a particular years. All or portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Included in the deferred tax asset is the aforementioned NOL. We are not able to predict if such future taxable income will be more likely than not sufficient to utilize the benefit. As such, we do not believe the benefit is more likely than not to be realized and we recognize a full valuation allowance for those deferred tax assets. Our deferred tax asset as of December 31, 2013 and 2012 is as follows:

	December 31,
	2013		2012
Total deferred tax asset - from NOL carry forwards	$	1,378,000	$	1,000,000
Valuation allowance		(1,378,000)		(1,000,000)
Deferred tax asset, net of allowance	$	-	$	-

During 2013, the valuation allowance was increased by approximately $378,000 from the prior year.

F-32

BORNEO RESOURCE INVESTMENTS LTD.

Notes to Consolidated Financial Statements

December 31, 2013

NOTE 14 - SUBSEQUENT EVENTS

Loans

Between January 1, 2014 and report date, Mr. Ollquist made loans to the Company totaling $81,748. The loans were in the form of long-term promissory notes. The promissory notes have a term of five years and pay compound interest of five percent per annum. Under the terms of the promissory notes, the Company is not in default. See discussion Note 10 Commitments and Contingencies and Note 12 Related Party Transactions.

Between January 1, 2014 and the report date, Mr. Matin made long-term loans totaling $5,000 to the Company. The long-term notes have a term of five years and pay compound interest of five percent per annum. Under the terms of the promissory notes, the Company is not in default. See discussion Note 10 Commitments and Contingencies and Note 12 Related Party Transactions.

Between January 1, 2014 and the report date, the Company secured loans for $24,000, $10,000 and $12,500, from a non-affiliated third party in the form of short-term promissory notes. The promissory notes have a term of six months and pay compound interest at five percent. Under the terms of the promissory notes, the Company is not in default. See Note 10 Commitments and Contingencies.

On January 30, 2014, the Company repaid the convertible note dated August 6, 2013 with a principal balance of $37,500. See discussion Note 10 Commitments and Contingencies.

On March 28, 2014, the Company secured $100,000 in the form of long-term promissory note from Mr. Muaja. The promissory note has a term of five years and pays compound interest of five percent per annum. Under the terms of the long-term promissory note, the Company is not in default. . See discussion Note 10 Commitments and Contingencies and Note 12 Related Party Transactions.

On March 28, 2014, the Company repaid the convertible note dated October 11, 2013 with a principal balance of $32,500. See discussion Note 10 Commitments and Contingencies.

On March 28, 2014, a partial principal payment of $7,500 was made by the Company on one of the loans secured during the period January 1, 2014 through April 11, 2014. See discussion Note 10 Commitments and Contingencies.

On March 28, 2014, the holder of the loan with a principal balance of $30,000 agreed to exchange the principal and interest on the note of $36,029.09 for 180,146 shares of common stock of the Company representing a price of $.20 per share, the market price of the common stock at the close on March 28, 2014. See discussion Note 8 Capital Stock and Note 10 Commitments and Contingencies.

Agreements

On January 11, 2014, the Company through its subsidiary PT Puncak Kalabat, finalized the purchase of an approximately 14.7 hectare a non-producing gold mining property (“Ratatotok Southeast”) for $250,000, including an initial $15,000 payment in cash and four subsequent payments of $100,000, $50,000, $50,000 and $35,000 respectively. Ratatotok Southeast, is located near the village of Ratatotok in the Southeast Minahasa Regency of the North Sulawesi Province of Indonesia. The property is adjacent to the border of one of Borneo's other gold mining properties, Ratatotok. In that the Ratatotok Southeast had not been historically operated as a business, the company is treating the acquisition of the Ratatotok Southeast as a purchase of a mining property. See discussion Note 1 Nature of Operations and Note 10 Commitments and Contingencies.

F-33

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

N/A

Item 9A. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

We conducted an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive and principal financial officers concluded as of December 31, 2013 that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses in our internal controls over financial reporting discussed immediately below.

This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permits us to provide only management's report in this quarterly report.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

1.	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
2.	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and
3.	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. Based on this assessment, management concluded that the Company did not maintain effective internal controls over financial reporting as a result of the identified material weakness in our internal control over financial reporting described below. In making this assessment, management used the framework set forth in the report entitled Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company's internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.

Identified Material Weakness

A material weakness in our internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.

Management identified the following material weakness during its assessment of internal controls over financial reporting:

Resources: We had one full-time employee in finance and accounting. As a result, there is a lack of proper segregation of duties necessary to insure that all transactions are accounted for accurately and in a timely manner.

Written Policies & Procedures: We need to prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions and prepare, review and submit SEC filings in a timely manner.

(b) Changes In Internal Control Over Financial Reporting

During the fiscal year December 31, 2013, there were no changes in our internal controls over financial reporting that materially affected, or is reasonably likely to have a materially affect, on our internal control over financial reporting.

Item 9B. Other Information.

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Set forth below are our present directors and executive officers. Note that there are no other persons who have been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers serve at the discretion of the Board of Directors.

Name	Age	Present Position and Offices

Nils A. Ollquist	58	President, Chief Executive Officer and Director
Carlo Muaja	45	Chief Operating Officer and Director
Grace Sarendatu	54	Director
R. Scott Chaykin	59	Treasurer, Chief Financial Officer Principal Accounting Officer and Secretary

Set forth below are brief accounts of the business experience during the past five years of each director and executive officer of the Company.

Nils A. Ollquist was appointed as a director and our Chief Executive Officer and President on the Merger Date. Since 1993, Mr. Ollquist has been the Managing Director of OFS Capital Group, a company providing business advisory services in the Asia. He began his career in the Australian Treasury where he was involved in International Capital Markets issues and infrastructure financing. During this time he also served as Senior Executive Assistant to the Secretary of the Treasury, Sir Frederick Wheeler. Mr. Ollquist has worked for a major resources bank in Amsterdam, and in corporate finance in New York, Los Angeles and Sydney. He was an early pioneer in China-based investments, having founded Orient Packaging Holdings in Wuhan, China in 1997. The company subsequently listed in the United States and ultimately sold to a Canadian-listed forest products group. Mr. Ollquist served as a director of China Premium Lifestyle Enterprise, Inc. from February 2009 to August 2009. Mr. Ollquist is qualified to serve as an officer and director of the Company as a result of over 30 years of international banking and corporate finance experience in Australia and Asia, including business activities in Indonesia since 1993. His activities include several years as a specialist project and resource finance manager with a major European bank, and extensive experience in coal and iron ore financing in his native Australia.

Carlo Muaja was appointed as a director and our Chief Operating Officer on the Merger Date. For more than five years he has served as a consultant advising coal mining companies in Indonesia and other countries in the region in his individual capacity and not for any consulting entity. As our Chief Operating Officer, Mr. Muaja is responsible for development and execution of the Company’s concession acquisition strategy. Mr. Muaja is an Indonesian national based in Hong Kong. He was born in East Kalimantan province, Sumatra, Indonesia. He was educated in Asia and United States and spent several years as an auditor in the United States. Mr. Muaja is qualified to serve as an officer and director because of his strong network of relationships in both the government and private sector in Indonesia.

Grace Sarendatu is a lawyer and notary with over 30 years of experience operating a legal and notarial practice in Minahasa Regency of Sulawesi Province in the Republic of Indonesia. Ms. Sarendatu graduated with a Bachelor of Law degree from the University of Dibonegoro in Java, Indonesia, prior to establishing her practice in the city of Manado. She has been active in coordinating and orchestrating both merger, acquisition and licensing/concession transactions, particularly in the mining industry in both Sulawesi and Kalimantan provinces of Indonesia. In the course of her notarial and legal activities, Ms. Sarendatu has built up a strong relationship network, particularly within local and regional governments, which has served her notarial and legal clients well. Since it began operations in Indonesia, Ms. Sarendatu has provided both legal and notary services to the Company.

R. Scott Chaykin was appointed as our Chief Financial Officer, Treasurer and Secretary as of the Merger Date. Since 1989 he has served as a consultant and has been involved with a number of companies in the capacities of controller, chief financial officer or financial consultant. As a consultant, he served as the Chief Financial Officer of Seattle Sports Sciences, Inc. from November 2005 to November 2009 and as Chief Financial Officer of AWG International, Inc. from May 2010 to August 2011. He is a CGMA and US CPA with over 30 years of hands-on experience in financial and administrative management, corporate structuring and compliance. He is qualified to serve as an officer of the Company due to his strengths in strategic planning, regulatory compliance, operations, financial modeling, sales and marketing. His experience includes regulatory affairs, risk management, human resources, management accounting, corporate governance and public company reporting and compliance.

None of the directors and officers is related to any other director or officer of the Company.

Significant Employees

We have no employees other than our executive officers who are independent contractors. We have in the past and intend in the future to hire independent geologists, engineers and excavation subcontractors on an as needed basis.

Involvement in Certain Legal Proceedings

To the knowledge of the Company, there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees as listed in Section 401(f) of Regulation S-K within the past ten years material to the evaluation of the ability and integrity of any director and executive officer of the Company.

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. Our code of ethics is incorporated by reference.

Section 16(a) Beneficial Ownership Reporting Compliance

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s directors, officers and stockholders who beneficially own more than 10% of any class of equity securities of the Company registered pursuant to Section 12 of the Exchange Act, collectively referred to herein as the “Reporting Persons,” to file initial statements of beneficial ownership of securities and statements of changes in beneficial ownership of securities with respect to the Company’s equity securities with the SEC. All Reporting Persons are required by SEC regulation to furnish us with copies of all reports that such Reporting Persons file with the SEC pursuant to Section 16(a). Based solely on our review of the copies of such reports. Reporting persons Ollquist, Muaja, Sarendatv, Chaykin and Matin were late in filing their Section 16 filings.

Corporate Governance.

Director Independence. We have no independent members on our Board of Directors as that term is defined in Rule 4200(a)(15) of the Nasdaq Marketplace Rules.

Audit Committee and Charter

We do not have an audit committee and are not required to have an audit committee because we are not a listed security. We do not believe that the addition of such an expert would add anything meaningful to the Company at this time. It is also unlikely we would be able to attract an independent financial expert to serve on our Board of Directors at this stage of our development.

Item 11. Executive Compensation

Summary of Compensation of Executive Officers

The following summary compensation table sets forth information concerning all compensation awarded to, earned by, or paid to the named executive officers during the fiscal years ended December 31, 2013 and 2012 to our principal executive officers and principal financial officers. No other officer or person received total annual compensation in excess of $100,000 since in our date of incorporation.

Summary Compensation Table

Name and Position	Year	Salary ($)		Bonus ($)		All Other Compensation ($)		Total ($)

Nils A. Ollquist, Chief Executive Officer	2013		240,000		-		-		240,000
	2012		240,000		-		-		240,000

R. Scott Chaykin, Chief Financial Officer (1)	2013		180,000		50,000		-		230,000
	2012		180,000		-		-		180,000

(1) On December 17, 2013, 5,000,000 Common Stock Warrants with a 5 year term and an exercise price of $.60 per share were issued to Mr. Chaykin.

Stock Options/SAR Grants

No grants of stock options or stock appreciation rights have been made since our inception.

Compensation of Directors

No cash compensation was paid to our directors for their services as directors since our inception. We have no standard arrangement pursuant to which our directors are to be compensated for their services in their capacity as directors. The board of directors may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director. No director received and/or accrued any compensation for his services as a director.

Employment Contracts and Termination of Employment or Change of Control

All of our officers serve as independent contractors. Nils A. Ollquist, our Chief Executive Officer, R. Scott Chaykin, our Chief Financial Officer, have consulting agreements that pay them monthly compensation of $20,000 and $15,000 respectively.

Both agreements expired on September 30, 2013 but were renewed for one year and shall be automatically renewed for consecutive one year periods unless either party provides a written notice of non-renewal for any reason at least sixty days prior to the expiration date. The Company agrees to reimburse the offices for reasonable out-of-pocket and travel expenses but each officer needs to obtain the Company’s approval before incurring expenses that exceed $1,000 in any one-month period. The agreements also include standard indemnification provisions where the Company will indemnify each officer for claims against the officer.

The Company has an oral agreement to pay Carlo Muaja. HK$25,000 (approximately US$3,400) each month. The oral agreement with Mr. Muaja expires on September 30, 2013 but was renewed for one year and shall be automatically renewed for consecutive one year periods unless the Company or Mr. Muaja provides a written notice of non-renewal for any reason at least sixty days prior to the expiration date. The Company agrees to reimburse Mr. Muaja for reasonable out-of-pocket and travel expenses but Mr. Muaja needs to obtain the Company’s approval before incurring expenses that exceed $1,000 in any one-month period. The oral agreement also include standard indemnification provisions where the Company will indemnify Mr. Muaja for claims against Mr. Muaja.

We have no other plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of their engagement (as a result of resignation or retirement).

The Board of Directors approved the agreements with the officers of The Company and believe the compensation is fair for officers with experience of the individuals serving the Company. As the Company grows, it will establish a compensation committee to review these agreements. Our directors do not receive any compensation for serving as directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information as of April 15, 2014 regarding the beneficial ownership of our common stock by (i) each stockholder known by us to be the beneficial owner of more than 5% of our common stock, (ii) by each of our directors and executive officers and (iii) by all of our executive officers and directors as a group. Each of the persons named in the table has sole voting and investment power with respect to common stock beneficially owned.

Name and Address	Amount and Nature of Beneficial Ownership*		Percent of Class

Nils A. Ollquist (1)		24,294,800		30.7	%
Carlo Muaja (1)		10,544,518		13.3	%
R. Scott Chaykin (1)		6,145,766		7.8	%
Grace Sarendatu (1)		2,250,000		2.8	%
All officers and directors as a group (4 persons)		43,235,084

George Matin (2)		15,153,244		19.1	%

____________

Based on 74,250,459 shares of common stock issued and outstanding as of April 11, 2014, plus 5,000,000 Common Stock Warrants issued on December 17, 2013 with a 5 year term and an exercise price of $.60 per share issued to R. Scott Chaykin. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

(1) c/o Borneo Resource Investments Ltd., 19125 North Creek Parkway, Suite 120, Bothell, Washington 98011

(2) 1801 Avenue Of The Stars, Los Angeles, CA 90067

The seller from who the Company purchased both the Talawaan Property and Ratatotok Property continues a significant relationship with the Company and is compensated to oversee operations at the Talawaan Property. As such he is deemed an affiliate. The seller owns 250,000 shares of our common stock.

Changes in Control

There are no present arrangements known to the Company, including any pledge by any person of the Company’s securities, the operation of which may at a subsequent date result in a change in control of the Company.

No Equity Compensation Plan

We do not have any securities authorized for issuance under any equity compensation plan.

Item 13. Certain Relationships and Related Transactions and Director Independence.

Nils Ollquist, the Company’s Chairman of the Board, Chief Executive Officer and President, was the largest shareholder of Interich prior to the Merger. As a result of the merger and Mr. Ollquist’s ownership of Interich, Mr. Ollquist was issued 27,080,133 restricted shares of Common Stock of Borneo. In addition, Mr. Ollquist is a former principal and owner of 50% of OFS Capital Group (“OFS”), a company that Borneo had retained under a management agreement for which Mr. Ollquist received no compensation. The management agreement was terminated

From November 9, 2012 through December 31, 2012 the Company secured a $5,000 loan in the form of short-term promissory note from Mr. Ollquist. The promissory note is for 90 days and pays compound interest of five percent per annum. Under the terms of the short-term promissory note, the Company is not in default. See the discussion Note 12 Related Party Transactions.

During the year ended December 31, 2013, the Company secured $365,093 in loans from Mr. Ollquist in the form of long-term promissory notes. The promissory notes have a term of five years and pay compound interest of five percent per annum. See the discussion Note 12 Related Party Transactions.

From January 1, 2014 through April 11, 2014, the Company secured $81,748 in loans from related parties in the form of long-term promissory notes. The promissory notes have a term of five years and pay compound interest of five percent per annum. See the discussion Note 12 Related Party Transactions and Note 14 Subsequent Events.

Other than the transactions described above, there have been no transactions or proposed transactions in which we or any of our subsidiaries was or is to be a party (a) in which the amount involved exceeds the lesser of $120,000 at year-end or 1% of the average of the Company’s total assets for the last two fiscal years and (b) in which any of our promoters (Nils A. Ollquist and George Matin), directors, executive officers or beneficial holders of more than 5% of the outstanding shares of Common Stock, or any member of the immediate family of any of the foregoing persons, had, has or will have any direct or indirect material interest. Other than the transactions described above, neither of our promoters (Nils A. Ollquist and George Matin) received anything of value or is entitled to receive anything of value from the Company.

Director Independence

Our board of directors currently consists of Nils A. Ollquist and Carlo Muaja. Messrs. Ollquist and Muaja are executive officers of the Company. We do not currently have any independent directors.

Item 14. Principal Accounting Fees and Services.

Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was: $45,000 and $31,946 for the year ended December 31, 2013 and 2012, respectively.

Audit-Related Fees. For the fiscal year ended December 31, 2013 and 2012, respectively we were billed a total of $0 and $0 by a separate accountant for consulting services in preparation for the annual audit and quarterly reviews of the financial statements.

Tax Fees. For the fiscal year ended December 31, 2013 and 2012, respectively, our accountants rendered services for tax compliance, tax advice, and tax planning work for which we paid $0 and $0, respectively.

All Other Fees. None.

Pre-Approval Policies and Procedures

Prior to engaging our accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed. All of the services described above were approved by the board of directors in accordance with its procedures.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

Exhibits

The following documents are included herein:

Exhibit No.		Name of Exhibit

3.1(1)		Articles of Incorporation
3.2 (1)		Bylaws
10.1 (1)		Agreement and Plan of Merger by end between Aventura Resorts, Inc. and Interich International Limited
10.2 (1)		Form of convertible note
10.3 (1)		Form of warrant
10.4 (1)		Contract with Nils. A. Ollquist, Chief Executive Officer
10.5 (1)		Contract with R. Scott Chaykin, Chief Financial Officer
10.6 (2)		Management Agreement with Orient Financial Services
10.7 (3)		Transfer and Assignment of Right over Shares for PT Chaya Meratus Primecoal
10.8 (4)		Description of an oral employment agreement between Carlo Muaja and the Company
10.9 (3)		Memorandum of Understanding, dated October 7, 2011, with PT Integra Prima Coal
10.10 (3)		Share Sale Purchase Pre-Contract Agreement, dated March 15, 2012 to acquire 75% of PT Batubaraselaruas Sapta
10.11 (5)		Purchase Agreement, dated March 5, 2013,with PT Puncak Kalabat for Gold Property
10.12 (7)		Promissory Note with Nils A. Ollquist
10.13 (6)		Purchase Agreement, dated March 22, 2013, with PT Puncak Kalabat Ratatotok Property

10.14		Deed of Sale of Shares, effective June 1, 2013 (8)
10.15		Equity Entrustment Agreement, effective June 1, 2013 (8)
10.16		Stock Purchase Agreement, effective June 1, 2013 (8)
10.17		Purchase Agreement for the Talawaan Property, effective June 1, 2013 (8)
10.18		Purchase Agreement for the Ratatotok Property, effective June 1, 2013 (8)
10.19		Debt Restructuring Agreement (with Promissory Note), dated December 17, 2013 (9)

21*

List of Subsidiaries

31.1		Certification of Principal Executive Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.
31.2		Certification of Principal Accounting Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema Document*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*

(1)	Filed with the Securities and Exchange Commission, on May 11, 2012, as an exhibit to the Registrant’s Registration Statement on Form 10, which exhibit is incorporated herein by reference.
(2)	Filed with the Securities and Exchange Commission, on July 12, 2012, as an exhibit to the Registrant’s Registration Statement on Form 10, Amendment #1 which exhibit is incorporated herein by reference.
(3)	Filed with the Securities and Exchange Commission, on November 9, 2012, as an exhibit to the Registrant’s Registration Statement on Form 10, Amendment #5 which exhibit is incorporated herein by reference.
(4)	Filed with the Securities and Exchange Commission, on October 22, 2012, as an exhibit to the Registrant’s Registration Statement on Form 10, Amendment #4 which exhibit is incorporated herein by reference.
(5)	Filed with the Securities and Exchange Commission, on March 11, 2013, as an exhibit to the Registrant’s Current Report on Form 8-K, which exhibit is incorporated herein by reference.
(6)	Filed with the Securities and Exchange Commission, on March 28, 2013, as an exhibit to the Registrant’s Current Report on Form 8-K, which exhibit is incorporated herein by reference.
(7)	Filed with the Securities and Exchange Commission, on April 1, 2013, as an exhibit to the Registrant’s Annual Report on Form 10-K, which exhibit is incorporated herein by reference.
(8)	Filed with the Securities and Exchange Commission, on June 14, 2013, as an exhibit to the Registrant’s Current Report on Form 8-K, which exhibit is incorporated herein by reference.
(9)	Filed with the Securities and Exchange Commission, on December 23, 2013, as an exhibit to the Registrant’s Current Report on Form 8-K, which exhibit is incorporated herein by reference.

______________

* Filed herewith

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 22nd day of April 2014.

	BORNEO RESOURCE INVESTMENTS LTD.

	By:	/s/ Nils Ollquist
		Nils Ollquist
		Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on April 22, 2014 on behalf of the registrant and in the capacities indicated.

Signature		Title

/s/ Nils Ollquist		President and Chief Executive Officer,
Nils Ollquist		Chairman of the Board of Directors (Principal Executive Officer)

/s/ Carlo Muaja		Director
Carlo Muaja

/s/ R. Scott Chaykin		Chief Financial Officer
R. Scott Chaykin		(Principal Financial Officer and Principal Accounting Officer)

Borneo Resource Investments (BRNE) Inactive 10-K/A2013 FY Annual report (amended)