Cover
Cover - shares | 9 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Cover [Abstract] | ||
Entity Registrant Name | Verde Resources, Inc. | |
Entity Central Index Key | 0001506929 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2024 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
Entity Common Stock Shares Outstanding | 1,199,063,175 | |
Entity File Number | 000-55276 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 32-0457838 | |
Entity Address Address Line 1 | 2 Cityplace Drive | |
Entity Address Address Line 2 | Suite 200 | |
Entity Address City Or Town | St. Louis | |
Entity Address State Or Province | MO | |
Entity Address Postal Zip Code | 63141 | |
City Area Code | 323 | |
Local Phone Number | 538-5799 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 567,396 | $ 200,409 |
Accounts receivable | 9,289 | 12,071 |
Inventories | 232,530 | 96,036 |
Amount due from related party | 100 | 100 |
Advance to supplier | 177,200 | 177,200 |
Prepayments | 265,737 | 375,680 |
Other receivables and deposits | 14,701 | 26,436 |
Total current assets | 1,266,953 | 887,932 |
Non-current assets: | ||
Property, plant and equipment, net | 3,763,068 | 4,009,090 |
Right of use assets, net | 540,745 | 633,109 |
Intangible assets | 33,156,011 | 33,191,991 |
Security deposit | 80,000 | 80,000 |
Deposit paid for acquisition of subsidiaries | 0 | 21,423 |
Total non-current assets | 37,539,824 | 37,935,613 |
TOTAL ASSETS | 38,806,777 | 38,823,545 |
Current liabilities: | ||
Accounts payable | 207,257 | 73,171 |
Accrued liabilities and other payables | 601,546 | 640,769 |
Finance lease liabilities | 183,314 | 172,184 |
Operating lease liability | 23,782 | 20,768 |
Bank loan | 211,440 | 191,000 |
Amount due to a director | 4,497 | 9,660 |
Amounts due to related parties | 317,332 | 369,729 |
Total current liabilities | 1,549,168 | 1,477,281 |
Non-current liabilities: | ||
Finance lease liabilities | 565,264 | 608,455 |
Operating lease liability | 11,249 | 29,483 |
Promissory notes | 563,581 | 487,790 |
Total non-current liabilities | 1,140,094 | 1,125,728 |
TOTAL LIABILITIES | 2,689,262 | 2,603,009 |
Commitments and contingencies | 0 | 0 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.001 par value; 10,000,000,000 shares authorized; 1,193,126,346 and 1,176,200,278 issued and outstanding as of December 31, 2023 and June 30, 2023 | 1,193,127 | 1,176,200 |
Common stock, $0.001 par value; 3,776,352 and 0 shares to be issued as of December 31, 2023 and June 30, 2023 | 3,376 | 0 |
Common stock, $0.001 par value; 375,000 and 0 shares to be cancelled as of December 31, 2023 and June 30, 2023 | (375) | 0 |
Additional paid-in capital | 47,225,252 | 45,415,958 |
Accumulated other comprehensive income | (69,864) | (79,192) |
Accumulated deficit | (12,234,001) | (10,292,430) |
Stockholders' equity | 36,117,515 | 36,220,536 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 38,806,777 | $ 38,823,545 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Mar. 31, 2024 | Jun. 30, 2023 |
Common stock shares to be issued | 3,376,352 | 0 |
Common stock shares to be issued, per share amount | $ 0.001 | $ 0.001 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 1,193,126,346 | 1,176,200,278 |
Common stock, shares outstanding | 1,193,126,346 | 1,176,200,278 |
Common Stock to be Cancelled [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares cancelled | 375,000 | 0 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME | ||||
Revenue | $ 79 | $ 10,690 | $ 7,853 | $ 94,921 |
Cost of revenue | (264) | (44,308) | (7,012) | (123,903) |
Gross (loss)/profit | (185) | (33,618) | 841 | (28,982) |
Operating expenses: | ||||
Selling, general and administrative | (754,623) | (816,089) | (1,867,418) | (2,381,155) |
Total operating expenses | (754,623) | (816,089) | (1,867,418) | (2,381,155) |
LOSS FROM OPERATION | (754,808) | (849,707) | (1,866,577) | (2,410,137) |
Other (expense) income: | ||||
Interest expense | (45,180) | (13,549) | (130,103) | (1,893,209) |
Rental income | 15,896 | 15,896 | 49,996 | 39,117 |
Other (expense) income | (81,680) | 194,917 | 5,113 | 196,514 |
Total other (expense) income, net | (110,964) | 197,264 | (74,994) | (1,657,578) |
LOSS BEFORE INCOME TAXES | (865,772) | (652,443) | (1,941,571) | (4,067,715) |
Income tax expense | 0 | 0 | 0 | 0 |
Loss from continuing operation | (865,772) | (652,443) | (1,941,571) | (4,067,715) |
Loss from discontinued operation | 0 | (55,884) | 0 | (157,284) |
NET LOSS | (865,772) | (708,327) | (1,941,571) | (4,224,999) |
- Foreign currency adjustment income | 16,064 | 154,912 | 9,328 | 143,544 |
COMPREHENSIVE LOSS | $ (849,708) | $ (553,415) | $ (1,932,243) | $ (4,081,455) |
Net loss per share | ||||
- Basic | $ 0 | $ 0 | $ 0 | $ 0 |
- Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average Common Shares outstanding | ||||
- Basic | 1,184,245,979 | 967,932,561 | 1,184,245,979 | 967,932,561 |
- Diluted | 1,184,245,979 | 979,305,136 | 1,184,245,979 | 979,305,136 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (1,941,571) | $ (4,224,999) |
Depreciation of property, plant and equipment | 312,056 | 177,074 |
Amortization | 77,144 | 98,954 |
Stock-based compensation | 78,726 | 448,123 |
Finance cost interest element of promissory notes (non-cash) | 75,791 | 1,870,972 |
Lease interest expense | 35,137 | 22,237 |
Fair value adjustment on convertible promissory note | 0 | (194,865) |
Deposit paid for acquisition of subsidiary written off | 21,376 | 0 |
Impairment on trade receivables | 2,056 | 0 |
Impairment on other receivables | 29,926 | 0 |
Gain on disposal of property, plant and equipment | 0 | (600) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 661 | 7,196 |
Other receivables, deposits and prepayments | (29,130) | (96,124) |
Inventories | (137,647) | (10,600) |
Accounts payables | 134,827 | 25,970 |
Accrued liabilities and other payables | (37,118) | 183,312 |
Advanced to director | (5,163) | (5,761) |
Advanced from related parties | 20,102 | 165,792 |
Net cash used in operating activities | (1,362,827) | (1,533,319) |
Cash flows from investing activities: | ||
Proceeds from disposal of property, plant and equipment | 0 | 23,000 |
Proceed from disposal of discontinued operation, net | 0 | 107,824 |
Payments of deposit for acquisition of subsidiary company | 0 | (22,609) |
Net cash flows on acquisition of subsidiary company | 0 | 1,140 |
Purchase of property, plant and equipment | (16,621) | (473,895) |
Net cash used in investing activities | (16,621) | (364,540) |
Cash flows from financing activities: | ||
Repayments to lease liabilities | (101,719) | (56,356) |
Drawdown of bank loan | 50,000 | 150,000 |
Repayment of bank loan | (29,560) | (50,000) |
Lease interest paid | (35,137) | (22,237) |
Advanced from related parties | 55,375 | 0 |
Advanced from other payables | 136,837 | 0 |
Proceeds from issuance of common stock and common stock to be issued | 1,661,379 | 1,556,280 |
Net cash provided by financing activities | 1,681,800 | 1,577,687 |
Net change in cash and cash equivalent | 302,352 | (320,172) |
Foreign currency translation adjustment | 64,635 | 142,626 |
Net change in cash and cash equivalents | 366,987 | (177,546) |
BEGINNING OF PERIOD | 200,409 | 418,917 |
END OF PERIOD | 567,396 | 241,371 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | $ 0 | $ 0 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY - USD ($) | Total | Common Stock | Common Stock To Be Issued | Common Stock to Be Cancelled | Additional Paid-In Capital | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit | Accumulated Other Comprehensive Income Of Disposal Group Held For Sale [Member] |
Balance, shares at Jun. 30, 2022 | 819,188,055 | |||||||
Balance, amount at Jun. 30, 2022 | $ 14,148,917 | $ 819,188 | $ 0 | $ 22,945,190 | $ 742,459 | $ (10,357,920) | $ 0 | |
Share issued to service provider, shares | 5,315,000 | |||||||
Share issued to service provider, amount | 875,500 | $ 5,315 | 0 | 870,185 | 0 | 0 | 0 | |
Shares issued for private placement, shares | 15,931,210 | |||||||
Shares issued for private placement, amount | 1,397,280 | $ 15,931 | 0 | 1,381,349 | 0 | 0 | 0 | |
Shares issued for conversion of promissory note ("PN"), shares | 333,142,389 | |||||||
Shares issued for conversion of promissory note ("PN"), amount | 20,355,000 | $ 333,142 | 0 | 20,021,858 | 0 | 0 | 0 | |
Fair value adjustment on conversion of PN | 4,064,450 | 0 | 0 | 0 | 0 | 4,064,450 | 0 | |
Net loss for the period | (3,516,672) | 0 | 0 | 0 | 0 | (3,516,672) | 0 | |
Foreign currency translation adjustment | (11,368) | 0 | 0 | 0 | (11,368) | 0 | 0 | |
Balance, amount at Dec. 31, 2022 | 37,313,107 | $ 1,173,576 | 0 | 45,218,582 | 731,091 | (9,810,142) | 0 | |
Balance, shares at Dec. 31, 2022 | 1,173,576,654 | |||||||
Balance, shares at Jun. 30, 2022 | 819,188,055 | |||||||
Balance, amount at Jun. 30, 2022 | 14,148,917 | $ 819,188 | 0 | 22,945,190 | 742,459 | (10,357,920) | 0 | |
Net loss for the period | (4,224,999) | |||||||
Balance, amount at Mar. 31, 2023 | 36,939,692 | $ 1,174,291 | 1,717 | 45,396,150 | 74,657 | (10,518,469) | 811,346 | |
Balance, shares at Mar. 31, 2023 | 1,176,007,971 | |||||||
Balance, shares at Dec. 31, 2022 | 1,173,576,654 | |||||||
Balance, amount at Dec. 31, 2022 | 37,313,107 | $ 1,173,576 | 0 | 45,218,582 | 731,091 | (9,810,142) | 0 | |
Net loss for the period | (708,327) | 0 | 0 | 0 | 0 | (708,327) | 0 | |
Foreign currency translation adjustment | 154,912 | $ 0 | 0 | 0 | 154,912 | 0 | 0 | |
Shares issued to service provider, shares | 714,285 | |||||||
Shares issued to service provider, amount | 50,000 | $ 715 | 0 | 49,285 | 0 | 0 | 0 | |
Shares to be issued for private placement, shares | 1,717,032 | |||||||
Shares to be issued for private placement, amount | 130,000 | $ 0 | 1,717 | 128,283 | 0 | 0 | 0 | |
Reclassification arising from disposal group held for sale | 0 | (811,346) | 811,346 | |||||
Balance, amount at Mar. 31, 2023 | 36,939,692 | $ 1,174,291 | 1,717 | 45,396,150 | 74,657 | (10,518,469) | $ 811,346 | |
Balance, shares at Mar. 31, 2023 | 1,176,007,971 | |||||||
Balance, shares at Jun. 30, 2023 | 1,176,200,278 | |||||||
Balance, amount at Jun. 30, 2023 | 36,220,536 | $ 1,176,200 | 0 | $ 0 | 45,415,958 | (79,192) | (10,292,430) | |
Shares issued for private placement, shares | 16,170,513 | |||||||
Shares issued for private placement, amount | 1,491,828 | $ 16,171 | 0 | 0 | 1,475,657 | 0 | 0 | |
Net loss for the period | (1,075,799) | 0 | 0 | 0 | 0 | 0 | (1,075,799) | |
Foreign currency translation adjustment | (6,736) | $ 0 | 0 | 0 | 0 | (6,736) | 0 | |
Shares to be issued for private placement, shares | 555,555 | |||||||
Shares to be issued for private placement, amount | 50,001 | $ 0 | 556 | 0 | 49,445 | 0 | 0 | |
Shares to be issued to service provider, shares | 1,000,000 | |||||||
Shares to be issued to service provider, amount | 134,000 | $ 0 | 1,000 | 0 | 133,000 | 0 | 0 | |
Common stock subject to forfeiture, shares | (879,924) | |||||||
Common stock subject to forfeiture, amount | (175,985) | $ 0 | 0 | (880) | (175,105) | 0 | 0 | |
Balance, amount at Dec. 31, 2023 | 36,637,845 | $ 1,192,371 | 1,556 | (880) | 46,898,955 | (85,928) | (11,368,229) | |
Balance, shares at Dec. 31, 2023 | 1,193,046,422 | |||||||
Balance, shares at Jun. 30, 2023 | 1,176,200,278 | |||||||
Balance, amount at Jun. 30, 2023 | 36,220,536 | $ 1,176,200 | 0 | 0 | 45,415,958 | (79,192) | (10,292,430) | |
Net loss for the period | (1,941,571) | |||||||
Balance, amount at Mar. 31, 2024 | 36,117,515 | $ 1,193,127 | 3,376 | (375) | 47,225,252 | (69,864) | (12,234,001) | |
Balance, shares at Mar. 31, 2024 | 1,196,127,698 | |||||||
Balance, shares at Dec. 31, 2023 | 1,193,046,422 | |||||||
Balance, amount at Dec. 31, 2023 | 36,637,845 | $ 1,192,371 | 1,556 | (880) | 46,898,955 | (85,928) | (11,368,229) | |
Net loss for the period | (865,772) | $ 0 | 0 | 0 | 0 | 0 | (865,772) | |
Foreign currency translation adjustment | 16,064 | 16,064 | ||||||
Shares to be issued for private placement, shares | 3,081,276 | |||||||
Shares to be issued for private placement, amount | 329,378 | $ 0 | 3,081 | 0 | 326,297 | 0 | 0 | |
Shares to be issued to service provider, shares | 295,076 | |||||||
Shares to be issued to service provider, amount | 295 | $ 0 | 295 | 0 | 0 | 0 | ||
Shares issued for previously committed private placement | 0 | 556 | (556) | 0 | 0 | 0 | 0 | |
Shares previously committed issued to service provider | 0 | $ 1,000 | (1,000) | 0 | 0 | 0 | 0 | |
Shares cancelled, shares | (295,076) | |||||||
Shares cancelled, amount | (295) | $ (800) | 0 | 505 | 0 | 0 | 0 | |
Balance, amount at Mar. 31, 2024 | $ 36,117,515 | $ 1,193,127 | $ 3,376 | $ (375) | $ 47,225,252 | $ (69,864) | $ (12,234,001) | |
Balance, shares at Mar. 31, 2024 | 1,196,127,698 |
ORGANIZATION AND BUSINESS BACKG
ORGANIZATION AND BUSINESS BACKGROUND | 9 Months Ended |
Mar. 31, 2024 | |
ORGANIZATION AND BUSINESS BACKGROUND | |
ORGANIZATION AND BUSINESS BACKGROUND | NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND Verde Resources, Inc. (the “We” or “Company” or “VRDR”) was incorporated on April 22, 2010, in the State of Nevada, U.S.A.. We currently operate in the distribution of THC-free cannabinoid (CBD) products, production and distribution of renewable commodities and real property holding. However, the Company has been undergoing a restructuring exercise to shift its focus towards renewable energy and sustainability development with the world faced with challenges of climate change and environmental dehydration. As of March 31, 2024, the Company has the following subsidiaries:- Company name Place of incorporation Principal activities and place of operation Effective interest held Verde Resources Asia Pacific Limited (“VRAP”) British Virgin Islands Investment holding 100% Verde Resources (Malaysia) Sdn Bhd (“Verde Malaysia”) Malaysia Provision of consultation service and distribution of renewable agricultural commodities 100% Verde Renewables, Inc. (“VRI”) State of Missouri, U.S.A. Management of a processing and packaging facility 100% Verde Life Inc. (“VLI”) State of Oregon, U.S.A. Distribution of THC-free cannabinoid (CBD) products 100% The Wision Project Sdn Bhd (“Wision”) Malaysia Digital innovation, marketing & consulting service, PR, branding, influencer marketing, event management and media relations services 100% Verde Estates LLC (“VEL”) State of Missouri, U.S.A. Holding real property 100% Bio Resources Limited (“BRL”) Labuan, Malaysia Provision of proprietary pyrolysis technology and investment holding 100% The Company and its subsidiaries are hereinafter referred to as (the “Company”). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying unaudited condensed consolidated financial statements and notes. · Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, the condensed consolidated balance sheet as of June 30, 2023 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended March 31, 2024 are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, 2024 or for any future period. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended June 30, 2023, filed with the SEC on October 16, 2023. · Use of Estimates and Assumptions The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company. In preparing these unaudited condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. · Basis of Consolidation The unaudited condensed consolidated financial statements include the financial statements of Verde Resources, Inc. and its subsidiaries. All significant inter-company balances and transactions within the Company and its subsidiaries have been eliminated upon consolidation. The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair market values at the acquisition date. · Segment Reporting Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting · Concentrations of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents, accounts receivable and related party receivables, advance to suppliers and other receivables and deposits. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management also assesses the financial strength and credit worthiness of any parties to which it extends funds or trades with, and as such, it believes that any associated credit risk exposures are limited. · Risks and Uncertainties The Company is venturing into the production and distribution of renewable commodities that are subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with a production operation for renewable commodities, including the potential risk of business failure. · Cash and Cash Equivalents Cash and cash equivalents are carried at cost and represent cash in banks, money market funds, and certificates of term deposits with maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $567,396 and $200,409 in cash and cash equivalents at March 31, 2024 and June 30, 2023. At March 31, 2024 and June 30, 2023, cash and cash equivalents consisted of bank deposits and petty cash on hands. · Accounts Receivable Accounts receivable are recognized and carried at net realizable value. An allowance for doubtful accounts will be recorded in the period when a loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging, ongoing business relation and other factors. Accounts are written off after exhaustive efforts at collection. If accounts receivable are to be provided for, or written off, they would be recognized in the consolidated statement of operations within operating expenses. As of March 31, 2024 and June 30, 2023, the longest credit term for certain customers are 60 days. For the three and nine months ended March 31, 2024, the allowance for doubtful debts for accounts receivables amounted to $0 and $2,056 respectively, and for other receivables amounted to $0 and $29,926, respectively. For the corresponding periods of March 31, 2023, the allowance for doubtful debts was $0. · Expected Credit Loss ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the previous incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. The Company adopted the new standard effective July 1, 2023, the first day of the Company’s fiscal year and applied to accounts receivable and other financial instruments. The adoption of this guidance did not materially impact the net earning and financial position and has no impact on the cash flows. · Inventories Inventories are stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. Cost of raw materials include cost of materials and incidental costs in bringing the inventory to its current location. Costs of finished goods, on the other hand include material, labor and overhead costs. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. As of March 31, 2024 and June 30, 2023, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs. · Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful life Land and buildings 3-27.5 years Plant and machinery 5-10 years Office equipment 3 years Computer 5 years Motor vehicles 5 years Furniture and fittings 5 years Renovation 10 years Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterment which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the unaudited condensed consolidated statements of income and other comprehensive income in other income or expenses. Depreciation expense for the three months ended March 31, 2024 and 2023 totaled $104,358 and $97,167, respectively. Depreciation expense for the nine months ended March 31, 2024 and 2023 were $312,056 and $177,074, respectively. · Intangible assets Intangible assets acquired from third parties are measured initially at fair value , and where they have an infinite live, are not amortized. The Company annually evaluates the recoverability of the infinite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of these assets is measured by a comparison of the carrying amounts to the future discounted cash flows the assets are expected to generate. If such a review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. As of March 31, 2024 and June 30, 2023, the Company did not record an impairment on the intangible assets. · Impairment of Long-lived Assets In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets There has been no impairment charge for the three and nine months ended March 31, 2024 and 2023. · Advance to Supplier Advance to supplier is provided for the provision of goods and services and they are secured either by a security deposit or a legally enforceable right to recover. · Revenue Recognition ASC Topic 606, Revenue from Contracts with Customers The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product which typically occurs at delivery date at a point in time, and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct. The Company considers customer order confirmations, whether formal or otherwise, to be a contract with the customer. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. The Company also follows the guidance provided in ASC 606, Revenue from Contracts with Customers The Company derives its revenue from the sale of products and services in its role as a principal. Rental income Rental income is recognized on a straight line basis over the term of the respective lease agreement. · Cost of revenue Cost of revenue consists primarily of the cost of goods sold, which are directly attributable to the sales of products. · Leases The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term. ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC Topic 360, Property, Plant, and Equipment ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company recognized no impairment of ROU assets as of March 31, 2024 and June 30, 2023. The operating lease is included in operating lease right-of-use assets and operating lease liabilities as current and non-current liabilities in the unaudited condensed consolidated balance sheets at March 31, 2024 and June 30, 2023. Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, we as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to us, while the leased asset is depreciated in accordance with our depreciation policy if the title is to eventually transfer to us. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 842. · Income Taxes The Company adopted the ASC Topic 740, Income tax The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Uncertain Tax Positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC Topic 740 provisions of Section 740-10-25 for the three and nine months ended March 31, 2024 and 2023. · Foreign Currencies Translation The Company’s functional and reporting currency is the United States dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in United States dollars. The Company’s subsidiaries in Malaysia have functional currency of Malaysian Ringgit (“MYR”), being the primary currency of the economic environment in which their operations are conducted. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the unaudited condensed consolidated statement of operations. For reporting purposes, in accordance with ASC Topic 830 ” Translation of Financial Statements Translation of MYR into U.S. dollars has been made at the following exchange rates for the following periods:- March 31, 2024 March 31, 2023 Period-end MYR:US$ exchange rate 0.21166 0.22609 Average period MYR:US$ exchange rate 0.21376 0.22328 · Comprehensive Income ASC Topic 220, Comprehensive Income · Net Loss per Share The Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share · Stock Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718-10, Compensation-Stock Compensation · Retirement Plan Costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service are provided. · Mineral Acquisition and Exploration Costs Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves. · Related Parties The Company follows the ASC 850-10, Related Party Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. · Commitments and Contingencies The Company follows the ASC 450-20, Commitments If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. · Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, prepayments and other receivables, accounts payable, accrued liabilities and other payables, loans payable, and amounts due to related parties approximate their fair values because of the short maturity of these instruments. · Recent Accounting Pronouncements During the period ended March 31, 2024, there have been no new, or existing, recently issued accounting pronouncements that are of significance, or potential significance, that impact the Company’s unaudited condensed consolidated financial statements. In June 2016, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance ASU 2016-13 for recognition of credit losses on financial instruments, which is effective January 1, 2020, with early adoption permitted on January 1, 2019. The guidance introduces a new credit reserving model known as the Current Expected Credit Loss (“CECL”) model, which is based on expected losses, and differs significantly from the incurred loss approach used today. The CECL model requires measurement of expected credit losses not only based on historical experience and current conditions, but also by including reasonable and supportable forecasts incorporating forward-looking information and will likely result in earlier recognition of credit reserves. In November 2019, the FASB issued ASU No. 2019-10, which is to update the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company has adopted this update on July 1, 2023, and the adoption does not have material impact on Company’s consolidated financial statements and related disclosures. CECL adoption will have broad impact on the financial statements of financial services firms, which will affect key profitability and solvency measures. Some of the more notable expected changes include: – Higher allowance on financial guarantee reserve and finance lease receivable levels and related deferred tax assets. While different asset types will be impacted differently, the expectation is that reserve levels will generally increase across the board for all financial firms. – Increased reserve levels may lead to a reduction in capital levels. – As a result of higher reserving levels, the expectation is that CECL will reduce cyclicality in financial firms’ results, as higher reserving in “good times” will mean that less dramatic reserve increases will be loan related income (which will continue to be recognized on a periodic basis based on the effective interest method) and the related credit losses (which will be recognized up front at origination). This will make periods of loan expansion seem less profitable due to the immediate recognition of expected credit losses. Periods of stable or declining loan levels will look comparatively profitable as the income trickles in for loans, where losses had been previously recognized. In March 2023, the FASB issued new accounting guidance, ASU 2023-01, for leasehold improvements associated with common control leases, which is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been made available for issuance. The new guidance introduced two issues: terms and conditions to be considered with leases between related parties under common control and accounting for leasehold improvements. The goals for the new issues are to reduce the cost associated with implementing and applying Topic 842 and to promote diversity in practice by entities within the scope when applying lease accounting requirements. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and believe the future adoption of any such pronouncements may not be expected to cause a material impact on its financial condition or the results of its operations. |
GOING CONCERN UNCERTAINTIES
GOING CONCERN UNCERTAINTIES | 9 Months Ended |
Mar. 31, 2024 | |
GOING CONCERN UNCERTAINTIES | |
GOING CONCERN UNCERTAINTIES | NOTE 3 - GOING CONCERN UNCERTAINTIES The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated recurring losses and suffered from an accumulated deficit of $12,234,001 at March 31, 2024. The ability of the Company to survive is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these, management intends to raise additional funds through public or private placement offerings, and related party loans. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern. |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 9 Months Ended |
Mar. 31, 2024 | |
BUSINESS SEGMENT INFORMATION | |
BUSINESS SEGMENT INFORMATION | NOTE 4 – BUSINESS SEGMENT INFORMATION Currently, the Company currently has four reportable business segments, mainly operating in: (i) Distribution of THC-free cannabinoid (CBD) products; (ii) Production and distribution of renewable commodities; (iii) Holding of real property; and (iv) Licensor of proprietary pyrolysis technology. In the period ended March 31, 2023, the business segment included the following, which has since been disposed: (i) Gold mineral mining. In the following table, revenue is disaggregated by primary major product line, and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the reportable segments for the three and nine months ended March 31, 2024 and 2023: Three Months ended March 31, 2024 Distribution of THC-free cannabinoid (CBD) products Production and distribution of renewable commodities Holding property Licensor of proprietary pyrolysis technology Corporate unallocated Consolidated Revenue $ - $ 95 $ - $ - $ (16 ) $ 79 Cost of revenue - (3 ) - - (261 ) (264 ) Gross profit/(loss) - 92 - - (277 ) (185 ) Selling, general & administrative expenses - (518,017 ) (42,422 ) 1,073 (195,257 ) (754,623 ) Loss from operations - (517,925 ) (42,422 ) 1,073 (195,534 ) (754,808 ) Interest expense - (15,513 ) - - (29,667 ) (45,180 ) Rental income - - 15,896 - - 15,896 Other income - 213 - - (81,893 ) (81,680 ) Loss before income tax - (533,225 ) (26,526 ) 1,073 (307,094 ) (865,772 ) Income tax - - - - - - Net loss $ - $ (533,225 ) $ (26,526 ) $ 1,073 $ (307,094 ) (865,772 ) Total assets at March 31, 2024 $ 194,008 $ 6,144,099 $ 1,210,309 $ 30,193,301 $ 1,065,060 $ 38,806,777 Three Months ended March 31, 2023 Gold mineral mining Distribution of THC-free cannabinoid (CBD) products Production and distribution of renewable commodities Holding property Licensor of proprietary pyrolysis technology Corporate unallocated Consolidated Revenue $ - $ - $ 10,215 $ - $ - $ 475 $ 10,690 Cost of revenue - - (44,129 ) - - (179 ) (44,308 ) Gross (loss) profit - - (33,914 ) - - 296 (33,618 ) Selling, general & administrative expenses - (300 ) (371,146 ) (47,630 ) (8,282 ) (388,731 ) (816,089 ) Loss from operations - (300 ) (405,060 ) (47,630 ) (8,282 ) (388,435 ) (849,707 ) Interest expenses - - (13,549 ) - - - (13,549 ) Rental income - - - 15,896 - - 15,896 Other income - - 42 - - 194,875 194,917 Loss before income tax - (300 ) (418,567 ) (31,734 ) (8,282 ) (193,560 ) (652,443 ) Income tax - - - - - - - Loss from continuing operation - (300 ) (418,567 ) (31,734 ) (8,282 ) (193,560 ) (652,443 ) Loss from discontinued operation (55,884 ) - - - - - (55,884 ) Net loss $ (55,884 ) $ (300 ) $ (418,567 ) $ (31,734 ) (8,282 ) $ (193,560 ) $ (708,327 ) Total assets as March 31, 2023 $ 19,570 $ 315,929 $ 1,519,462 $ 1,245,906 $ 30,195,135 5,950,122 $ 39,246,124 Nine Months ended March 31, 2024 Distribution of THC-free cannabinoid (CBD) products Production and distribution of renewable commodities Holding property Licensor of proprietary pyrolysis technology Corporate unallocated Consolidated Revenue $ - $ 2,898 $ - $ - $ 4,955 $ 7,853 Cost of revenue - (2,454 ) - - (4,558 ) (7,012 ) Gross profit - 444 - - 397 841 Selling, general & administrative expenses (120 ) (1,373,025 ) (86,371 ) (4,158 ) (403,744 ) (1,867,418 ) Loss from operations (120 ) (1,372,581 ) (86,371 ) (4,158 ) (403,347 ) (1,866,577 ) Interest expense - (44,141 ) - - (85,962 ) (130,103 ) Rental income - - 49,996 - - 49,996 Other income - 624 - - 4,489 5,113 Loss before income tax (120 ) (1,416,098 ) (36,375 ) (4,158 ) (484,820 ) (1,941,571 ) Income tax - - - - - - Net loss $ (120 ) $ (1,416,098 ) $ (36,375 ) $ (4,158 ) $ (484,820 ) (1,941,571 ) Total assets at March 31, 2024 $ 194,008 $ 6,144,099 $ 1,210,309 $ 30,193,301 $ 1,065,060 $ 38,806,777 Nine Months ended March 31, 2023 Gold mineral mining Distribution of THC-free cannabinoid (CBD) products Production and distribution of renewable commodities Holding property Licensor of proprietary pyrolysis technology Corporate unallocated Consolidated Revenue $ - $ - $ 89,480 $ - $ - $ 5,441 $ 94,921 Cost of revenue - - (122,758 ) - - (1,145 ) (123,903 ) Gross (loss) profit - - (33,278 ) - - 4,296 (28,982 ) Selling, general & administrative expenses - (2,875 ) (1,373,555 ) (134,880 ) (8,935 ) (860,910 ) (2,381,155 ) Loss from operations - (2,875 ) (1,406,833 ) (134,880 ) (8,935 ) (856,614 ) (2,410,137 ) Interest expenses - - (22,237 ) - - (1,870,972 ) (1,893,209 ) Rental income - - - 39,117 - - 39,117 Other income - - 678 - - 195,836 196,514 Loss before income tax - (2,875 ) (1,428,392 ) (95,763 ) (8,935 ) (2,531,750 ) (4,067,715 ) Income tax - - - - - - - Loss from continuing operation - (2,875 ) (1,428,392 ) (95,763 ) (8,935 ) (2,531,750 ) (4,067,715 ) Loss from discontinued operation (157,284 ) - - - - - (157,284 ) Net loss $ (157,284 ) $ (2,875 ) $ (1,428,392 ) (95,763 ) (8,935 ) $ (2,531,750 ) $ (4,224,999 ) Total assets as March 31, 2023 $ 19,570 $ 315,929 $ 1,519,462 $ 1,245,906 $ 30,195,135 5,950,122 $ 39,246,124 The below revenues are based on the countries in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables: Three Months ended March 31, Nine Months ended March 31, 2024 2023 2024 2023 Malaysia $ 79 $ 4,045 $ 7,853 $ 26,278 United States - 6,645 - 68,643 $ 79 $ 10,690 $ 7,853 $ 94,921 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Mar. 31, 2024 | |
INVENTORIES | |
INVENTORIES | NOTE 5 – INVENTORIES Inventories as of March 31, 2024 and June 30, 2023 consisted of the following: March 31, 2024 June 30, 2023 Finished goods $ 230,124 $ 93,583 Raw materials 2,406 2,453 $ 232,530 $ 96,036 |
ADVANCE TO SUPPLIER
ADVANCE TO SUPPLIER | 9 Months Ended |
Mar. 31, 2024 | |
ADVANCE TO SUPPLIER | |
ADVANCE TO SUPPLIER | NOTE 6 – ADVANCE TO SUPPLIER This represents advance to a supplier for the supply of THC-free cannabinoid (CBD) products pursuant to an agreement dated July 7, 2021 and are secured by a security deposit with legally enforceable right to recover. |
OTHER RECEIVABLE DEPOSITS AND P
OTHER RECEIVABLE DEPOSITS AND PREPAYMENTS | 9 Months Ended |
Mar. 31, 2024 | |
OTHER RECEIVABLE DEPOSITS AND PREPAYMENTS | |
OTHER RECEIVABLE, DEPOSITS AND PREPAYMENTS | NOTE 7 – OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS Other receivable, deposits and prepayments as of March 31, 2024 and June 30, 2023 consisted of the following: March 31, 2024 June 30, 2023 Deposits $ 13,728 $ 16,795 Other receivables 30,899 9,641 $ 44,627 $ 26,436 Less: impairment on other receivables (29,926 ) - Other receivables and deposits, net $ 14,701 $ 26,436 Prepayments 265,737 375,680 $ 280,438 $ 402,116 |
PROPERTY PLANT AND EQUIPMENT
PROPERTY PLANT AND EQUIPMENT | 9 Months Ended |
Mar. 31, 2024 | |
PROPERTY PLANT AND EQUIPMENT | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 8 – PROPERTY, PLANT AND EQUIPMENT A summary of property and equipment at March 31, 2024 and June 30, 2023 is as follows: March 31, 2024 June 30, 2023 Land and building $ 1,258,360 $ 1,258,360 Plant and machinery 2,289,794 2,291,794 Office equipment 6,168 6,168 Computer 13,895 5,415 Motor vehicles 777,457 708,051 Furniture and fittings 16,354 12,935 Renovation 4,424 - 4,366,452 4,282,653 Less: accumulated depreciation (583,139 ) (273,757 ) Foreign exchange adjustment (20,245 ) 194 $ 3,763,068 $ 4,009,090 Depreciation expense for the three months ended March 31, 2024 and 2023 totaled $104,358 and $97,167, respectively. Depreciation expense for the nine months ended March 31, 2024 and 2023 totaled $312,056 and $177,074, respectively. Land and building with the net carrying value of $707,358 at March 31, 2024 and $723,981 at June 30, 2023 were pledged to a financial institution for facilities granted. Plant and machinery and motor vehicles with carrying values of $256,091 and $549,157 at March 31, 2024 ($295,701 and $553,674 at June 30, 2023) are acquired under financing arrangements. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Mar. 31, 2024 | |
INTANGIBLE ASSETS | |
INTANGIBLE ASSETS | NOTE 9 –INTANGIBLE ASSETS The intangible assets comprise (i) a global intellectual property (“IP”) of $30,192,771 known as “Catalytic Biofraction Process”, whereby, subsidiary Bio Resources Limited (“BRL”) is the beneficial and/or registered proprietor and (ii) an exclusive licence assigned to Verde Malaysia for the operation of the IP in the state of Sabah, Malaysia of MYR 14,000,000 ($3,050,600). The “Catalytic Biofraction Process” is a slow pyrolysis process using a proprietary catalyst to depolymerize palm biomass wastes (empty fruit bunches or palm kernel shells) in temperature range of 350 degrees Celsius to 500 degrees Celsius to yield commercially valuable bio products: bio-oil, wood vinegar (pyroligneous acid), biochar and bio-syngas. The intellectual property is a second-generation pyrolysis process where non-food feedstock like palm biomass wastes is used as feedstock. Upon fulfilling UN’s (United Nations) ACM 22 protocol as well as LCA (Life Cycle Assessment) requirements, it is anticipated that the by-products from this IP would lead to certification and issuance of Carbon Avoidance Credits as well as Carbon Removal Credits to generate carbon revenue for the Company. |
DEPOSITS PAID
DEPOSITS PAID | 9 Months Ended |
Mar. 31, 2024 | |
DEPOSITS PAID | |
DEPOSITS PAID | NOTE 10 – DEPOSITS PAID At March 31, 2024 and June 30, 2023, deposits consist of the following: March 31, 2024 June 30, 2023 Deposits paid for acquisition of subsidiaries - Vata VM Synergy (M) Sdn Bhd (“VATA”) (#1) $ - $ 21,423 Security deposit - Factory site (#2) $ 80,000 $ 80,000 (#1) On March 23, 2023, the Company, through its wholly-owned subsidiary Verde Resources (Malaysia) Sdn. Bhd. (“Verde Malaysia”), entered into a Shares Sale Agreement (the “SSA Agreement”) with Murugesu A/L M. Narasimha and Deivamalar A/P Kandiah (“Vendors”), the legal and beneficial owners of Vata VM Synergy (M) Sdn. Bhd. (“VATA”), a company incorporated under the laws of Malaysia, to acquire 60% of the issued and paid-up share capital of VATA, a company engaged in the business of providing green technology to government and private sectors and in creating high quality compost using agricultural waste and biomass products in Malaysia. In relation to the SSA Agreement, the Company through Verde Malaysia also entered into a Shareholders Agreement with Murugesu A/L M. Narasimha and VATA. Under the terms of the SSA Agreement, the consideration for the acquisition of 60% of the issued and paid-up share capital of VATA shall be satisfied by the total purchase consideration of MYR 2,250,000, which includes a first payment of MYR100,000 upon the execution of the SSA Agreement, a second payment of MYR 150,000 within thirty (30) days from the date of fulfilment or waiver of all the conditions set out in the SSA Agreement, and the issuance of shares of the Company’s restricted Common Stock for the balance consideration of MYR 2,000,000 at a price per share of not more than ten percent (10%) discount from the immediate preceding five trading days volume weighted average price (“VWAP”) from the issuance date pursuant to the terms of the SSA Agreement. As of June 30, 2023, the first payment of MYR100,000 has been made. The SSA, however, has since been terminated on the basis of non-disclosure of material information by the vendor, and the deposits written off during the nine months ended March 31, 2024. (#2) On March 2, 2022, the Company, through VRAP, entered into a Commercial Lease Agreement and Option to Purchase (“Segama Lease Agreement”) the factory site from Segama Ventures for a lease term of seven (7) years (“Lease Term”) at a monthly rental of MYR 36,000 ($8,571). The rental for the entire Lease Term amounts to the sum of MYR 3,024,000 ($720,000) (the “Lease Payment”) which shall be paid in advance upon commencement of the Segama Lease Agreement together with a payment of security deposit for the sum of MYR 336,000 ($80,000) (the “Security Payment”). |
MINING RIGHT
MINING RIGHT | 9 Months Ended |
Mar. 31, 2024 | |
MINING RIGHT | |
MINING RIGHT | NOTE 11 - MINING RIGHT A lump sum payment of MYR260,500 ($62,260) had been made for a mining right over a period of 2 years up to June 13, 2023. The mining right was amortized on a straight-line basis over the term of the right. Nevertheless, on April 20, 2023, the subsidiary, CSB, to whom the right belongs, was disposed. The table below presents the movement of the right as recorded on the balance sheets. Nine months ended March 31, 2024 Year Ended June 30, 2023 Balance as at July 1, 2023 and July 1, 2022 $ - $ 27,088 Amortization charge for the period / year - (21,832 ) Foreign exchange adjustment - (363 ) Disposal of subsidiary - (4,893 ) Balance as of March 31, 2024 and June 30, 2023 $ - $ - Amortization charge of mining right was $0 and $7,418 for the three months ended March 31, 2024 and 2023, respectively. Amortization charge of mining right was $0 and $21,812 for the nine months ended March 31, 2024 and 2023, respectively. |
BANK LOAN
BANK LOAN | 9 Months Ended |
Mar. 31, 2024 | |
BANK LOAN | |
BANK LOAN | NOTE 12 – BANK LOAN The bank loan represents a rolling facility to a maximum principal of $250,000 and is secured by deed of trusts from VRDR and a subsidiary who act as guarantors for the performance of debts. The interest on loan is fixed at 5.25%. per annum. For the three and nine months ended March 31, 2024, the interest expense amounted to $4,301 and $9,004 respectively, and for the corresponding period ended March 31, 2023, the interest expense amounted to $1,151 and $1,151 respectively. |
AMOUNTS DUE TO RELATED PARTIES
AMOUNTS DUE TO RELATED PARTIES | 9 Months Ended |
Mar. 31, 2024 | |
AMOUNTS DUE TO RELATED PARTIES | |
AMOUNTS DUE TO RELATED PARTIES | NOTE 13 – AMOUNTS DUE TO RELATED PARTIES The following breakdown of the balances due to related parties, consisted of:- March 31, 2024 June 30, 2023 Amount due to related parties Borneo Oil Corporation Sdn (“BOC”) (#1) $ 67,314 $ 57,125 Borneo Oil Berhad (“BOB”) (#1) 3,007 70,711 Taipan International Limited (#2) 119,153 119,153 Borneo Energy Sdn Bhd (#1) 14,596 14,770 Victoria Capital Sdn Bhd (#3) 113,262 107,970 $ 317,332 $ 369,729 Amount due to director Mr. Jack Wong (#4) $ 4,497 $ 9,660 (#1) Borneo Energy Sdn Bhd is a wholly owned subsidiary of Borneo Oil Corporation Sdn Bhd (“BOC”) and BOC is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) (holding 13.2% of the Company’s issued and outstanding common stock as of March 31, 2024). The advances are related to ordinary business transactions and bear no interest or collateral, and are repayable on demand. (#2) Taipan International Limited who, pursuant to the disposal of BRL to the Company, became one of the shareholders of the Company and held 32.9% of the Company’s issued and outstanding Common Stock as of March 31, 2024. The advances are related to ordinary business transactions and bear no interest or collateral, and are repayable on demand. (#3) Victoria Capital Sdn. Bhd. is one of the shareholders of the Company, and held 0.2% of the Company’s issued and outstanding Common Stock as of March 31, 2024. The advances are related to ordinary business transactions and bear no interest or collateral, and are repayable on demand. (#4) Mr. Jack Wong is the Chief Executive of the Company effective October 1, 2022. Further, effective March 30, 2023, Mr. Jack Wong was re-appointed Director of the Company for a one (1) year term. |
PROMISSORY NOTES
PROMISSORY NOTES | 9 Months Ended |
Mar. 31, 2024 | |
PROMISSORY NOTES | |
PROMISSORY NOTES | NOTE 14 – PROMISSORY NOTES March 31, 2024 June 30, 2023 Promissory Notes (#1) $ - $ - Promissory Notes (#2) – related party 563,581 487,790 $ 563,581 $ 487,790 The following is a reconciliation of the beginning and ending balances of promissory notes payable using Level 3 inputs: March 31, June 30, 2024 2023 Balance at the beginning of period or year $ 487,790 $ 18,484,028 Promissory notes issued to related party at fair value (#2) - 481,023 Interest expense #1 - 1,870,972 Interest expense #2 75,791 6,767 Converted to Company’s restricted Common Stock (#1) - (20,355,000 ) Balance at the end of period or year $ 563,581 $ 487,790 (#1) Promissory notes with a principal amount of $20,355,000 and a two-year term period were issued on May 12, 2021 pursuant to the acquisition of subsidiary, BRL. The face value (principal) amount of $20,355,000 was repayable by May 12, 2023, and bore zero coupon interest. On January 20, 2022, the Company had reached a mutual agreement with the Lenders of the Notes to enter into a Supplement to Promissory Note, with each Lender, to convert the total principal loan amount of $20,355,000 into shares of the Company’s restricted Common Stock priced at $0.0611 per share, which represents the last ninety (90) days’ volume weighted average price (VWAP) as of the market closing of January 19, 2022. With the consummation of the acquisition of BRL on October 12, 2022, on December 9, 2022 the conversion of Promissory Notes was completed pursuant to a Supplementary Agreement dated December 7, 2022, with the issuance of 333,142,389 shares of the Company’s restricted Common Stock, at the price of $0.0611 per share, to the 17 Lenders, including the Company’s CEO, Jack Wong. (#2) On March 13, 2023, the Company and its indirect wholly-owned subsidiary CSB entered into a Settlement of Debts Agreement (the “SDA Agreement”) for the settlement in full of CSB’s account payable to a related party, Borneo Oil Corporation Sdn Bhd (“BOC”) by way of the issuance on March 13, 2023 of a two year term Promissory Notes with the face value (principal) amount of $675,888, and bearing 2% coupon interest. The Notes are repayable by May 12, 2025, either in cash or by the issuance of the Company’s restricted Common Stock priced at $0.07 per share at the discretion of the holder of the Promissory Note. The fair value of the Promissory Notes of $ 481,023 was calculated using the net present value of estimated future cash flows with the assumptions of risk free rate at 4.03%, credit spread of 11.6% and liquidity risk premium of 5.6%. The Company recorded accretion of liability on promissory notes of $26,301 and $0 and presented as interest expense on promissory notes for the three months ended March 31, 2024 and 2023, respectively. Interest on promissory notes at 2% were $3,366 and $0 for the three months ended March 31, 2024 and 2023 respectively. The Company recorded accretion of liability on promissory notes of $75,791 and $1,870,972 and presented as interest expense on promissory notes for the nine months ended March 31, 2024 and 2023, respectively. Interest on promissory notes at 2% were $10,171 and $0 for the nine months ended March 31, 2024 and 2023 respectively. |
LEASES
LEASES | 9 Months Ended |
Mar. 31, 2024 | |
LEASES | |
LEASES | NOTE 15 - LEASES The Company adopted ASU No. 2016-02, Leases and determines whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for as a single lease component as the Company has elected the practical expedient. Some of the operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient. Operating leases are included in the right-of-use lease assets, and current and non-current lease liabilities on the Unaudited Condensed Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, the incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term. The Company adopts a 5% as weighted average incremental borrowing rate to determine the present value of the lease payments. The weighted average remaining life of the lease was 3 years ending September 30, 2025. The table below presents the lease-related assets and liabilities recorded on the balance sheet. March 31, 2024 June 30, 2023 Assets Right-of-use asset (#1) $ 720,000 $ 720,000 Right-of-use asset (#2) 64,910 64,910 Total RoU assets $ 784,910 $ 784,910 Less: Amortisation (244,165 ) (151,801 ) $ 540,745 $ 633,109 Liabilities Current: Operating lease liabilities $ 23,782 $ 20,768 Finance lease liabilities 183,314 172,184 207,096 192,952 Non-current: Operating lease liabilities 11,249 29,483 Finance lease liabilities 565,264 608,455 576,513 637,938 Total lease liabilities $ 783,609 $ 830,890 As of March 31, 2024, right-of-use assets were $540,745 and lease liabilities were $783,609. As of June 30, 2023, right-of-use assets were $633,109 and lease liabilities were $830,890. For the three months ended March 31, 2024 and 2023, the amortization charge on right-of use assets was $31,017 and $30,141, respectively. For the nine months ended March 31, 2024 and 2023, the amortization charge on right-of-use assets was $92,364and $87,169, respectively. (#1) This leasing arrangement for the lease of the Segama factory amounting to $720,000 is for a lease term of seven (7) years and included an exclusive right and option to purchase the factory site, together with all its right title and interest, for a consideration to be mutually agreed between the parties at any time during the period of two years from the date of the Lease Agreement ended March 1, 2024. The option was not exercised and has lapsed. There are no corresponding lease liabilities recorded as the lease payments for the entire lease period has been paid upfront upon inception of the agreement. (#2) This leasing arrangement as stated at fair value above is for the lease of an executive vehicle with a total liability of $84,718 and for a lease term of three (3) years ending September 30, 2025. The lease arrangement includes an option to purchase the said vehicle at an agreed consideration of $57,087 (“Purchase Price”) as stated in the Lease Agreement. The Company’s lease agreements do not contain any material restrictive covenants. The accretion of lease liability for the three and nine months ending March 31, 2024, were $1,756 and $5,960, respectively and for the three and nine months ended March 31, 2023 were $2,633 and $6,445, respectively. The Company excludes short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities or right-of-use assets. The following tables summarize the lease expense for the periods. Nine Months ended March 31, 2024 2023 Finance lease cost: Interest on lease liabilities (per ASC 842) $ 35,137 $ 22,237 Operating lease cost: Operating lease expense (per ASC 842) 98,324 93,614 Total lease expense $ 133,461 $ 115,851 Components of Lease Expense The Company recognizes operating lease expense on a straight-line basis over the term of the operating leases, comprising interest expense determined using the effective interest method, and amortization of the right-of-use asset, as reported within “general and administrative” expense on the accompanying unaudited condensed consolidated statement of operations. Finance lease expense comprise of interest expenses determined using the effective interest method. Future Contractual Lease Payments as of March 31, 2024 The below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the next five years and thereafter ending March 31: Years ending March 31, Operating and finance lease amount 2025 $ 217,099 2026 200,626 2027 188,860 2028 139,475 2029 98,758 Thereafter 71,456 Total minimum lease liabilities payment 916,274 Less: interest (132,665 ) Present value of lease liabilities $ 783,609 Representing:- Current liabilities $ 207,096 Non-current liabilities 576,513 $ 783,609 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 9 Months Ended |
Mar. 31, 2024 | |
STOCKHOLDERS EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 16 - STOCKHOLDERS’ EQUITY Authorized Stock The Company has authorized 10,000,000,000 Common Shares and 50,000,000 preferred shares, both with a par value of $0.001 per share. Each Common Share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. Preferred stock outstanding There are no preferred shares outstanding as of March 31, 2024 and June 30, 2023. Common Stock outstanding On September 8, 2023, the Company, through its wholly-owned subsidiary Verde Renewables, Inc. (“VRI”) entered into a Service and Stock Cancellation Agreement with Steven Sorhus to cancel the Services Agreement dated December 1, 2022. Pursuant to the Service Agreement, 300,000 restricted common shares were issued at $0.20 on December 31, 2022 totaling $60,000. With the Service and Stock Cancellation Agreement, these shares were to be cancelled and subsequently 128,409 restricted common shares were to be re-issued at the same price for services rendered till cancellation. Whilst the cancellation has taken place, the shares remain to be re-issued as of March 31, 2024 On September 8, 2023, the Company, through its wholly-owned subsidiary Verde Renewables, Inc. (“VRI”) entered into a Service and Stock Cancellation Agreement with EMGTA LLC to cancel the Services Agreement dated December 1, 2022, including the cancellation of 375,000 restricted common shares issued at $0.20 on December 31, 2022 totaling $75,000 as consideration for certain services. The cancellation is still in process. On September 12, 2023, the Company, through its wholly-owned subsidiary Verde Renewables, Inc. (“VRI”) entered into a Service and Stock Cancellation Agreement with YM Tengku Chanela Jamidah YAM Tengku Ibrahim to cancel the Services Agreement dated November 30, 2022. Pursuant to the Service Agreement, 500,000 restricted common shares were issued at $0.20 on December 31, 2022 totaling $100,000. With the Service and Stock Cancellation Agreement, these shares were to be cancelled and subsequently 166,667 restricted common shares were to be re-issued at the same price. Whilst the cancellation has taken place, the shares remain to be re-issued as of March 31, 2024. On October 23, 2023, the Company, through its wholly-owned subsidiary VRI, entered into a Services Agreement (the “Agreement”) with Donald R. Fosnacht to engage him as National Certification and Extensive BCR (Biochar Carbon Removal) Implementation Specialist to develop and implement a comprehensive strategy to obtain national and regional certification and endorsement for carbon net-negative construction products with high biochar content, encompassing asphalt, concrete, and soil stabilization as designated in the Agreement. Under the Agreement, the Company will pay Donald R. Fosnacht by the issuance of 1,000,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) on or before January 31, 2024. The term of the Agreement will remain effective until December 31, 2025 and both parties may renew the agreement or enter into a new agreement as may be mutually agreed on terms to be separately negotiated. On January 31, 2024, the Company issued 1,000,000 restricted common shares to Donald R. Fosnacht. On November 22, 2023, the Company issued a total of 14,931,624 restricted Common Shares comprising 11,538,461 restricted Common Shares for $1,050,000 at $0.091 per share to five non-US shareholders, 100,000 restricted Common Shares for $10,000 at $0.10 per share to one non-US shareholder, 1,943,163 restricted Common Shares for $176,828 at $0.091 per share to ten US shareholders and 1,350,000 restricted Common Shares for $135,000 at $0.10 per share to nine US shareholders. On December 4, 2023, the Company issued a total of 1,238,889 restricted Common Shares comprising of 850,000 restricted Common Shares for $85,000 at $0.10 per share to four US shareholders and 388,889 restricted Common Shares for $35,000 at $0.09 per share to one US shareholders. On February 26, 2024, the Company issued 555,555 restricted Common Shares for $50,000 at $0.09 per share to one US shareholder. Not considering the commitment to issue and cancel shares as above, there were 1,193,126,346 and 1,176,200,278 shares of common stock issued and outstanding as of March 31, 2024 and June 30, 2023 respectively. As of March 31, 2024 and June 30, 2023, the common stock subscribed but yet to be issued amounted to 3,376,352 and 0 shares of common stock respectively. As of March 31, 2024 and June 30, 2023, 375,000 and 0 common stock are pending to be cancelled. The Company has no stock option plan, warrants, or other dilutive securities issued during the period. |
INCOME TAX
INCOME TAX | 9 Months Ended |
Mar. 31, 2024 | |
INCOME TAX | |
INCOME TAX | NOTE 17 - INCOME TAX For the nine months ended March 31, 2024 and 2023, the local (“United States of America”) and foreign components incurred loss before income taxes as follows: Nine Months ended March 31, 2024 2023 Tax jurisdiction from: - Local (US regime) $ (1,371,353 ) $ (3,344,881 ) - Foreign, including British Virgin Island (142,616 ) (338,002 ) Malaysia (423,444 ) (375,897 ) Labuan, Malaysia (4,158 ) (8,935 ) Loss before income taxes $ (1,941,571 ) $ (4,067,715 ) The provision for income taxes consisted of the following: Nine Months ended March 31, 2024 2023 Current tax: - Local $ - $ - - Foreign - - Deferred tax - Local - - - Foreign - - Income tax expense (benefit) $ - $ - The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company mainly operates in U.S.A. and Malaysia and are subject to taxes in the jurisdictions in which they operate, as follows: United States of America VRDR, VRI and VLI are subject to the tax laws of United States of America. The U.S. corporate income tax rate is 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented. The Company has provided for a full valuation allowance against the deferred tax assets of $1,297,756 on the expected future tax benefits from the net operating loss (“NOL”) carry forwards of $6,179,789 as the management believes it is more likely than not that these assets will not be realized in the future. Net Operating Losses (NOLs) generated prior to January 1, 2018 are able to be carried forward up to twenty subsequent years. Any NOLs created for tax years subsequent to that may be carried forward indefinitely. However, any NOLs arising from tax years ending after December 31, 2020, can only be used to offset up to 80% of taxable income. For the nine months ended March 31, 2024 and 2023, there were no operating income under US tax regime. BVI Under the current BVI law, VRAP is not subject to tax on income. Labuan Under the current laws of the Labuan applicable to BRL, income derived from an intellectual property right is subject to tax under the Malaysian Income Tax Act 1967 (ITA) at 24% of its chargeable income. However, BRL is not subject to income tax, given that it was a net loss position during the current period presented. The losses are presently not able to be carried forward to offset against its future operation income as income generating activities have not yet been undertaken. Malaysia The Company’s subsidiaries, Verde Malaysia and Wision are registered in Malaysia and are subject to the Malaysia corporate income tax at a standard income tax rate of 24% on chargeable income. The operation in Malaysia incurred $748,529 of cumulative net operating losses as of March 31, 2024, which can be carried forward to offset future taxable income. The net operating loss are allowed to be carried forward up to a maximum of ten (10) years of assessments under the current tax legislation in Malaysia. The Company has provided for a full valuation allowance against the deferred tax assets of $179,647 on the expected future tax benefits from the net operating loss (“NOL”) carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. Nine Months ended March 31, 2024 2023 Loss before income taxes $ (423,444 ) $ (375,897 ) Statutory income tax rate 24 % 24 % Income tax expense at statutory rate (101,627 ) (90,215 ) Non-deductible items 39,148 9,850 Operating losses unable to carried forward 998 2,144 Valuation allowance 61,481 78,221 Income tax expense $ - $ - The following table sets forth the significant components of the deferred tax assets of the Company: March 31, 2024 June 30, 2023 Deferred tax assets: Net operating loss carryforwards, from US tax regime $ 1,297,756 $ 962,630 Malaysia tax regime 179,647 1,380,182 Less: valuation allowance (1,477,403 ) (2,342,812 ) Deferred tax assets, net $ - $ - The Company has recorded valuation allowances for certain tax attribute carry forwards and other deferred tax assets due to uncertainty that exists regarding future realizability. If in the future the Company believes that it is more likely than not that these deferred tax benefits will be realized, the majority of the valuation allowances will be reversed in the unaudited condensed consolidated statement of operations. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Mar. 31, 2024 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 18 - RELATED PARTY TRANSACTIONS Nine Months ended March 31, 2024 2023 Related party transactions: Sales to: Borneo Eco Food Sdn Bhd (#1) $ 4,083 $ 12,305 Rental income: Mr. Jack Wong (#3) $ 43,846 $ 32,967 Site expenses: Warisan Khidmat Sdn Bhd (#4) $ - $ 9,831 Professional services provided by: Warisan Khidmat Sdn Bhd (#4) $ 13,467 $ 14,067 Interest expense payable to: BOC (#2) $ 10,171 $ - Related party balances: As of March 31, 2024 June 30, 2023 Advanced from related parties BOC (#2) $ 67,314 $ 57,125 Borneo Oil Berhad (“BOB”) (#1) $ 3,007 $ 70,711 Borneo Energy Sdn Bhd (#1) $ 14,596 $ 14,770 Taipan International Limited (#5) $ 119,153 $ 119,153 Victoria Capital Sdn Bhd (#6) $ 113,262 $ 107,970 Trade payables Warisan Khidmat Sdn Bhd (#4) $ 1,482 $ - BOC (#2) $ 461 $ 467 J. Ambrose & Partners (#7) $ 714 $ 724 Advanced to related party Vetrolysis Limited (#8) $ 100 $ 100 Trade receivable Borneo Eco Food Sdn Bhd (#1) $ 1,503 $ 901 J. Ambrose & Partners (#7) $ 250 $ 253 Other payables J. Ambrose & Partners (#7) $ 49,096 $ 48,650 SB Supplies & Logistic Sdn Bhd (#1) $ 5,926 $ 5,998 Promissory notes issued to related party BOC (#2) $ 563,581 $ 487,790 (#1) Borneo Oil Berhad (“BOB”) is ultimate holding company of Borneo Eco Food Sdn. Bhd., Borneo Energy Sdn Bhd and SB Supplies & Logistic Sdn Bhd, and held 13.2% of the Company’s issued and outstanding common stock as of March 31, 2024. (#2) Borneo Oil Corporation Sdn Bhd (“BOC”) is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) (holding 13.2% of the Company’s issued and outstanding common stock as of March 31, 2024). The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms. (#3) Mr. Jack Wong is the Chief Executive of the Company effective October 1, 2022. By Waiver and Consent of Shareholders, Mr. Jack Wong was re-elected Director of the Company, effective March 30, 2024. (#4) Warisan Khidmat Sdn. Bhd. is a company whose shareholdings is entirely held by a Director of Verde Malaysia. (#5) Taipan International Limited is one of the shareholders of the Company, and held 32.9% of the Company’s issued and outstanding Common Stock as of March 31, 2024. (#6) Victoria Capital Sdn. Bhd. is one of the shareholders of the Company and held 0.2% of the Company’s issued and outstanding Common Stock as of March 31, 2024. (#7) Datuk Joseph Lee Yok Min, an indirect significant shareholder, is a partner of J. Ambrose & Partners. The advances received are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms. Mr. Joseph Ambrose Lee who was also appointed as a Director and Chairman of the Board of Directors of the Company effective January 23, 2024, is also the Managing Director of BOB. (#8) Encik Anuar bin Ismail, an indirect significant shareholder, is a director of Vetrolysis Limited. Apart from the transactions and balances detailed elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented. |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 9 Months Ended |
Mar. 31, 2024 | |
CONCENTRATIONS OF RISK | |
CONCENTRATIONS OF RISK | NOTE 19 - CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers For the three and nine months ended March 31, 2024 and 2023, there was no single customer whose revenue exceeded 10% of the revenue. (b) Economic and political risk The Company’s major operations are conducted in U.S.A. and Malaysia. Accordingly, the political, economic, and legal environments in U.S.A. and Malaysia, as well as the general state of U.S.A. and Malaysia’s economy may influence the Company’s business, financial condition, and results of operations. (c) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. (d) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases. |
PENSION COSTS
PENSION COSTS | 9 Months Ended |
Mar. 31, 2024 | |
PENSION COSTS | |
PENSION COSTS | NOTE 20 - PENSION COSTS The Company is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in Malaysia. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. During the nine months ended March 31, 2024, and 2023, $11,057 and $22,335 contributions were made accordingly. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Mar. 31, 2024 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 21 - COMMITMENTS AND CONTINGENCIES Future commitments with regards to repayment of Promissory Note and lease liabilities are disclosed in Notes 14 and 15 respectively. Apart from the above, as of March 31, 2024, the Company had the following capital commitment: a) commitment to re-issue restricted Common Shares to the following service provider for services performed pursuant to the Service Agreements signed and Service and Stock Cancellation Agreement as disclosed in Note 16: Number of shares to be issued YM Tengku Chanela Jamidah YAM Tengku Ibrahim 166,667 Steven Sorhus 128,409 295,076 b) commitment to repay Promissory Notes with the face value (principal) amount of $675,888, bearing 2% coupon interest by May 12, 2025 in cash or by issuance of the Company’s restricted Common Shares priced at $0.07 per share as disclosed in Note 14. c) commitment to cancel 375,000 restricted common shares pursuant to the Service Agreement signed and Service and Stock Cancellation Agreement as disclosed in Note 16. d) commitment to issue restricted Common Shares, comprising of 2,881,274 restricted Common Shares at $0.108 per share to four non-US shareholders and 200,000 restricted Common Shares at $0.091 per share to one US shareholders for the settlement of $329,378 advances made to the Company.. As of March 31, 2024, the Company has no material contingencies. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Mar. 31, 2024 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 22 - SUBSEQUENT EVENTS On April 12, 2024, shares that were committed to be issued as of March 31, 2024 were fully settled by way of issuance of 2,881,274 restricted Common Shares at $0.108 per share to four non-US shareholders in settlement of $311,178 subscription amounts paid, and issuance of 200,000 restricted Common Shares on April 15, 2024 at $0.091 per share to one US shareholder in settlement of $18,200 subscription amount paid. On April 15, 2024, the Company further issued a total of 2,855,555 restricted Common Shares to four US shareholders, in which 2,300,000 restricted Common Shares were issued at $0.10 per share to two US shareholders, and 555,555 restricted Common Shares were issued at $0.09 per share to one US shareholder. On April 20, 2024, the Company entered into two Services Agreements (the “Agreements”) with Dr. Nam Tran and Dr. Raymond Powell to engage them as National Implementation Experts for its wholly-owned subsidiary Verde Renewables, Inc. (“VRI”) to initiate connections with esteemed asphalt contractors, identify potential partners, explore potential collaborations through their extensive networks in the asphalt industry and recommend strategies to capitalize on emerging opportunities as designated in the Agreements. Under the Agreements, the Company will pay Dr. Nam Tran and Dr. Raymond Powell each by the issuance of 3,000,000 shares of the Company’s restricted Common Shares in three tranches of 1,000,000 shares each on or before July 31, 2024, October 31, 2025 and October 31, 2026 respectively. The term of the Agreements will remain effective until April 30, 2027 and both parties may renew the agreement or enter into a new agreement as may be mutually agreed on terms to be separately negotiated. On May 14, 2024, the Company entered into a Heads of Agreement (the “HOA”) with Zym-Tec Technologies Limited (“ZT”), granting the Company (i) the right to form a collaboration entity (“Collaboration”) to further develop ZT’s aforementioned technologies by incorporating Biochar as a carbon input for use in the road infrastructure and construction industry (the “Products”) and (ii) the Master Licensing Rights for the USA Territory for ZT’s patented technologies to the Collaboration entity, including Soil Stabilization, Reclaimed Asphalt Pavement (RAP), wearing course materials, concrete, other building material products. This Collaboration aims to generate Carbon Removal Credits through the use of biochar and create new net-zero or carbon net-negative IP products that are higher performing, more durable, sustainable, and cost-effective. These new IPs will be co-owned equally by the Company and ZT. In consideration of the Collaboration, the Company and ZT will establish a new Special Purpose Vehicle (the "SPV") to be equally held by both parties. The SPV will be responsible for executing the new VERDE-ZymTec Net-Zero and Carbon-Negative Technologies and Building Material Products. The Company and ZT will integrate the collaborative activities into the SPV. The share structure and income split shall be confirmed by the Company and ZT in the final agreement. Subsequently, the Company will apply for an uplift to the Nasdaq stock exchange as part of the final restructuring process. The Collaboration will distribute the royalties, license fees, carbon avoidance credits, and carbon removal credits (the “Income”) to the Company and ZT. The HOA outlines the terms and conditions for the cooperation between both parties, with the intent to execute a more detailed agreement (the "Detailed Agreement") within an agreed timeframe. The Detailed Agreement will supersede the obligations outlined in the HOA. On May 15, 2024, the Company, Andre van Zyl and Green Carbon Industries Group of Companies mutually agreed to terminate the collaboration laid out in the Memorandum of Understanding (the “MOU”) that was entered into on August 7, 2023. The MOU is rendered null and void effective May 15, 2024. Effective May 15, 2024, Andre van Zyl stepped down from his position as Chief Technology Officer (“CTO”) of the Company. In accordance with ASC Topic 855, “ Subsequent Events |
RECLASSIFICATION
RECLASSIFICATION | 9 Months Ended |
Mar. 31, 2024 | |
RECLASSIFICATION | |
RECLASSIFICATION | NOTE 23 – RECLASSIFICATION Certain prior period amounts have been reclassified to conform to the current period’s presentation. These reclassifications had no impact on reported income or losses and are considered to be immaterial. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, the condensed consolidated balance sheet as of June 30, 2023 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended March 31, 2024 are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, 2024 or for any future period. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended June 30, 2023, filed with the SEC on October 16, 2023. |
Use of Estimates and Assumptions | The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company. In preparing these unaudited condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. |
Basis of Consolidation | The unaudited condensed consolidated financial statements include the financial statements of Verde Resources, Inc. and its subsidiaries. All significant inter-company balances and transactions within the Company and its subsidiaries have been eliminated upon consolidation. The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair market values at the acquisition date. |
Segment Reporting | Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting |
Concentrations of Credit Risk | The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents, accounts receivable and related party receivables, advance to suppliers and other receivables and deposits. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management also assesses the financial strength and credit worthiness of any parties to which it extends funds or trades with, and as such, it believes that any associated credit risk exposures are limited. |
Risks and Uncertainties | The Company is venturing into the production and distribution of renewable commodities that are subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with a production operation for renewable commodities, including the potential risk of business failure. |
Cash and Cash Equivalents | Cash and cash equivalents are carried at cost and represent cash in banks, money market funds, and certificates of term deposits with maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $567,396 and $200,409 in cash and cash equivalents at March 31, 2024 and June 30, 2023. At March 31, 2024 and June 30, 2023, cash and cash equivalents consisted of bank deposits and petty cash on hands. |
Accounts Receivable | Accounts receivable are recognized and carried at net realizable value. An allowance for doubtful accounts will be recorded in the period when a loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging, ongoing business relation and other factors. Accounts are written off after exhaustive efforts at collection. If accounts receivable are to be provided for, or written off, they would be recognized in the consolidated statement of operations within operating expenses. As of March 31, 2024 and June 30, 2023, the longest credit term for certain customers are 60 days. For the three and nine months ended March 31, 2024, the allowance for doubtful debts for accounts receivables amounted to $0 and $2,056 respectively, and for other receivables amounted to $0 and $29,926, respectively. For the corresponding periods of March 31, 2023, the allowance for doubtful debts was $0. |
Expected Credit Loss | ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the previous incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. The Company adopted the new standard effective July 1, 2023, the first day of the Company’s fiscal year and applied to accounts receivable and other financial instruments. The adoption of this guidance did not materially impact the net earning and financial position and has no impact on the cash flows. |
Inventories | Inventories are stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. Cost of raw materials include cost of materials and incidental costs in bringing the inventory to its current location. Costs of finished goods, on the other hand include material, labor and overhead costs. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. As of March 31, 2024 and June 30, 2023, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs. |
Property, Plant and Equipment | Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Expected useful life Land and buildings 3-27.5 years Plant and machinery 5-10 years Office equipment 3 years Computer 5 years Motor vehicles 5 years Furniture and fittings 5 years Renovation 10 years Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterment which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the unaudited condensed consolidated statements of income and other comprehensive income in other income or expenses. Depreciation expense for the three months ended March 31, 2024 and 2023 totaled $104,358 and $97,167, respectively. Depreciation expense for the nine months ended March 31, 2024 and 2023 were $312,056 and $177,074, respectively. |
Intangible assets | Intangible assets acquired from third parties are measured initially at fair value , and where they have an infinite live, are not amortized. The Company annually evaluates the recoverability of the infinite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of these assets is measured by a comparison of the carrying amounts to the future discounted cash flows the assets are expected to generate. If such a review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. As of March 31, 2024 and June 30, 2023, the Company did not record an impairment on the intangible assets. |
Impairment of Long-lived Assets | In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets There has been no impairment charge for the three and nine months ended March 31, 2024 and 2023. |
Advance to Supplier | Advance to supplier is provided for the provision of goods and services and they are secured either by a security deposit or a legally enforceable right to recover. |
Revenue Recognition | ASC Topic 606, Revenue from Contracts with Customers The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product which typically occurs at delivery date at a point in time, and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct. The Company considers customer order confirmations, whether formal or otherwise, to be a contract with the customer. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. The Company also follows the guidance provided in ASC 606, Revenue from Contracts with Customers The Company derives its revenue from the sale of products and services in its role as a principal. Rental income Rental income is recognized on a straight line basis over the term of the respective lease agreement. |
Cost of revenue | Cost of revenue consists primarily of the cost of goods sold, which are directly attributable to the sales of products. |
Leases | The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term. ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC Topic 360, Property, Plant, and Equipment ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company recognized no impairment of ROU assets as of March 31, 2024 and June 30, 2023. The operating lease is included in operating lease right-of-use assets and operating lease liabilities as current and non-current liabilities in the unaudited condensed consolidated balance sheets at March 31, 2024 and June 30, 2023. Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, we as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to us, while the leased asset is depreciated in accordance with our depreciation policy if the title is to eventually transfer to us. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 842. |
Income Taxes | The Company adopted the ASC Topic 740, Income tax The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. |
Uncertain Tax Positions | The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC Topic 740 provisions of Section 740-10-25 for the three and nine months ended March 31, 2024 and 2023. |
Foreign Currency Translation | The Company’s functional and reporting currency is the United States dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in United States dollars. The Company’s subsidiaries in Malaysia have functional currency of Malaysian Ringgit (“MYR”), being the primary currency of the economic environment in which their operations are conducted. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the unaudited condensed consolidated statement of operations. For reporting purposes, in accordance with ASC Topic 830 ” Translation of Financial Statements Translation of MYR into U.S. dollars has been made at the following exchange rates for the following periods:- March 31, 2024 March 31, 2023 Period-end MYR:US$ exchange rate 0.21166 0.22609 Average period MYR:US$ exchange rate 0.21376 0.22328 |
Comprehensive Income | ASC Topic 220, Comprehensive Income |
Net Loss per Share | The Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share |
Stock-Based Compensation | The Company accounts for stock-based compensation in accordance with ASC Topic 718-10, Compensation-Stock Compensation |
Retirement Plan Costs | Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service are provided. |
Mineral Acquisition and Exploration Costs | Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves. |
Related Parties | The Company follows the ASC 850-10, Related Party Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Commitments and contingencies | The Company follows the ASC 450-20, Commitments If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. |
Fair Value of Financial Instruments | The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, prepayments and other receivables, accounts payable, accrued liabilities and other payables, loans payable, and amounts due to related parties approximate their fair values because of the short maturity of these instruments. |
Recent Accounting Pronouncements | During the period ended March 31, 2024, there have been no new, or existing, recently issued accounting pronouncements that are of significance, or potential significance, that impact the Company’s unaudited condensed consolidated financial statements. In June 2016, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance ASU 2016-13 for recognition of credit losses on financial instruments, which is effective January 1, 2020, with early adoption permitted on January 1, 2019. The guidance introduces a new credit reserving model known as the Current Expected Credit Loss (“CECL”) model, which is based on expected losses, and differs significantly from the incurred loss approach used today. The CECL model requires measurement of expected credit losses not only based on historical experience and current conditions, but also by including reasonable and supportable forecasts incorporating forward-looking information and will likely result in earlier recognition of credit reserves. In November 2019, the FASB issued ASU No. 2019-10, which is to update the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company has adopted this update on July 1, 2023, and the adoption does not have material impact on Company’s consolidated financial statements and related disclosures. CECL adoption will have broad impact on the financial statements of financial services firms, which will affect key profitability and solvency measures. Some of the more notable expected changes include: – Higher allowance on financial guarantee reserve and finance lease receivable levels and related deferred tax assets. While different asset types will be impacted differently, the expectation is that reserve levels will generally increase across the board for all financial firms. – Increased reserve levels may lead to a reduction in capital levels. – As a result of higher reserving levels, the expectation is that CECL will reduce cyclicality in financial firms’ results, as higher reserving in “good times” will mean that less dramatic reserve increases will be loan related income (which will continue to be recognized on a periodic basis based on the effective interest method) and the related credit losses (which will be recognized up front at origination). This will make periods of loan expansion seem less profitable due to the immediate recognition of expected credit losses. Periods of stable or declining loan levels will look comparatively profitable as the income trickles in for loans, where losses had been previously recognized. In March 2023, the FASB issued new accounting guidance, ASU 2023-01, for leasehold improvements associated with common control leases, which is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been made available for issuance. The new guidance introduced two issues: terms and conditions to be considered with leases between related parties under common control and accounting for leasehold improvements. The goals for the new issues are to reduce the cost associated with implementing and applying Topic 842 and to promote diversity in practice by entities within the scope when applying lease accounting requirements. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and believe the future adoption of any such pronouncements may not be expected to cause a material impact on its financial condition or the results of its operations. |
ORGANIZATION AND BUSINESS BAC_2
ORGANIZATION AND BUSINESS BACKGROUND (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
ORGANIZATION AND BUSINESS BACKGROUND | |
Schedule of company information | Company name Place of incorporation Principal activities and place of operation Effective interest held Verde Resources Asia Pacific Limited (“VRAP”) British Virgin Islands Investment holding 100% Verde Resources (Malaysia) Sdn Bhd (“Verde Malaysia”) Malaysia Provision of consultation service and distribution of renewable agricultural commodities 100% Verde Renewables, Inc. (“VRI”) State of Missouri, U.S.A. Management of a processing and packaging facility 100% Verde Life Inc. (“VLI”) State of Oregon, U.S.A. Distribution of THC-free cannabinoid (CBD) products 100% The Wision Project Sdn Bhd (“Wision”) Malaysia Digital innovation, marketing & consulting service, PR, branding, influencer marketing, event management and media relations services 100% Verde Estates LLC (“VEL”) State of Missouri, U.S.A. Holding real property 100% Bio Resources Limited (“BRL”) Labuan, Malaysia Provision of proprietary pyrolysis technology and investment holding 100% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of expected life of Property, Plant and Equipment | Expected useful life Land and buildings 3-27.5 years Plant and machinery 5-10 years Office equipment 3 years Computer 5 years Motor vehicles 5 years Furniture and fittings 5 years Renovation 10 years |
Schedule of foreign currencies translation | March 31, 2024 March 31, 2023 Period-end MYR:US$ exchange rate 0.21166 0.22609 Average period MYR:US$ exchange rate 0.21376 0.22328 |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
BUSINESS SEGMENT INFORMATION | |
Schedule of reconciliation of the disaggregated revenue | Three Months ended March 31, 2024 Distribution of THC-free cannabinoid (CBD) products Production and distribution of renewable commodities Holding property Licensor of proprietary pyrolysis technology Corporate unallocated Consolidated Revenue $ - $ 95 $ - $ - $ (16 ) $ 79 Cost of revenue - (3 ) - - (261 ) (264 ) Gross profit/(loss) - 92 - - (277 ) (185 ) Selling, general & administrative expenses - (518,017 ) (42,422 ) 1,073 (195,257 ) (754,623 ) Loss from operations - (517,925 ) (42,422 ) 1,073 (195,534 ) (754,808 ) Interest expense - (15,513 ) - - (29,667 ) (45,180 ) Rental income - - 15,896 - - 15,896 Other income - 213 - - (81,893 ) (81,680 ) Loss before income tax - (533,225 ) (26,526 ) 1,073 (307,094 ) (865,772 ) Income tax - - - - - - Net loss $ - $ (533,225 ) $ (26,526 ) $ 1,073 $ (307,094 ) (865,772 ) Total assets at March 31, 2024 $ 194,008 $ 6,144,099 $ 1,210,309 $ 30,193,301 $ 1,065,060 $ 38,806,777 Three Months ended March 31, 2023 Gold mineral mining Distribution of THC-free cannabinoid (CBD) products Production and distribution of renewable commodities Holding property Licensor of proprietary pyrolysis technology Corporate unallocated Consolidated Revenue $ - $ - $ 10,215 $ - $ - $ 475 $ 10,690 Cost of revenue - - (44,129 ) - - (179 ) (44,308 ) Gross (loss) profit - - (33,914 ) - - 296 (33,618 ) Selling, general & administrative expenses - (300 ) (371,146 ) (47,630 ) (8,282 ) (388,731 ) (816,089 ) Loss from operations - (300 ) (405,060 ) (47,630 ) (8,282 ) (388,435 ) (849,707 ) Interest expenses - - (13,549 ) - - - (13,549 ) Rental income - - - 15,896 - - 15,896 Other income - - 42 - - 194,875 194,917 Loss before income tax - (300 ) (418,567 ) (31,734 ) (8,282 ) (193,560 ) (652,443 ) Income tax - - - - - - - Loss from continuing operation - (300 ) (418,567 ) (31,734 ) (8,282 ) (193,560 ) (652,443 ) Loss from discontinued operation (55,884 ) - - - - - (55,884 ) Net loss $ (55,884 ) $ (300 ) $ (418,567 ) $ (31,734 ) (8,282 ) $ (193,560 ) $ (708,327 ) Total assets as March 31, 2023 $ 19,570 $ 315,929 $ 1,519,462 $ 1,245,906 $ 30,195,135 5,950,122 $ 39,246,124 Nine Months ended March 31, 2024 Distribution of THC-free cannabinoid (CBD) products Production and distribution of renewable commodities Holding property Licensor of proprietary pyrolysis technology Corporate unallocated Consolidated Revenue $ - $ 2,898 $ - $ - $ 4,955 $ 7,853 Cost of revenue - (2,454 ) - - (4,558 ) (7,012 ) Gross profit - 444 - - 397 841 Selling, general & administrative expenses (120 ) (1,373,025 ) (86,371 ) (4,158 ) (403,744 ) (1,867,418 ) Loss from operations (120 ) (1,372,581 ) (86,371 ) (4,158 ) (403,347 ) (1,866,577 ) Interest expense - (44,141 ) - - (85,962 ) (130,103 ) Rental income - - 49,996 - - 49,996 Other income - 624 - - 4,489 5,113 Loss before income tax (120 ) (1,416,098 ) (36,375 ) (4,158 ) (484,820 ) (1,941,571 ) Income tax - - - - - - Net loss $ (120 ) $ (1,416,098 ) $ (36,375 ) $ (4,158 ) $ (484,820 ) (1,941,571 ) Total assets at March 31, 2024 $ 194,008 $ 6,144,099 $ 1,210,309 $ 30,193,301 $ 1,065,060 $ 38,806,777 Nine Months ended March 31, 2023 Gold mineral mining Distribution of THC-free cannabinoid (CBD) products Production and distribution of renewable commodities Holding property Licensor of proprietary pyrolysis technology Corporate unallocated Consolidated Revenue $ - $ - $ 89,480 $ - $ - $ 5,441 $ 94,921 Cost of revenue - - (122,758 ) - - (1,145 ) (123,903 ) Gross (loss) profit - - (33,278 ) - - 4,296 (28,982 ) Selling, general & administrative expenses - (2,875 ) (1,373,555 ) (134,880 ) (8,935 ) (860,910 ) (2,381,155 ) Loss from operations - (2,875 ) (1,406,833 ) (134,880 ) (8,935 ) (856,614 ) (2,410,137 ) Interest expenses - - (22,237 ) - - (1,870,972 ) (1,893,209 ) Rental income - - - 39,117 - - 39,117 Other income - - 678 - - 195,836 196,514 Loss before income tax - (2,875 ) (1,428,392 ) (95,763 ) (8,935 ) (2,531,750 ) (4,067,715 ) Income tax - - - - - - - Loss from continuing operation - (2,875 ) (1,428,392 ) (95,763 ) (8,935 ) (2,531,750 ) (4,067,715 ) Loss from discontinued operation (157,284 ) - - - - - (157,284 ) Net loss $ (157,284 ) $ (2,875 ) $ (1,428,392 ) (95,763 ) (8,935 ) $ (2,531,750 ) $ (4,224,999 ) Total assets as March 31, 2023 $ 19,570 $ 315,929 $ 1,519,462 $ 1,245,906 $ 30,195,135 5,950,122 $ 39,246,124 |
Schedule of financial information, geographic segment | Three Months ended March 31, Nine Months ended March 31, 2024 2023 2024 2023 Malaysia $ 79 $ 4,045 $ 7,853 $ 26,278 United States - 6,645 - 68,643 $ 79 $ 10,690 $ 7,853 $ 94,921 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
INVENTORIES | |
Schedule of inventories | March 31, 2024 June 30, 2023 Finished goods $ 230,124 $ 93,583 Raw materials 2,406 2,453 $ 232,530 $ 96,036 |
OTHER RECEIVABLE, DEPOSITS AND
OTHER RECEIVABLE, DEPOSITS AND PREPAYMENTS (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
OTHER RECEIVABLE DEPOSITS AND PREPAYMENTS | |
Schedule of deposits and prepayments | March 31, 2024 June 30, 2023 Deposits $ 13,728 $ 16,795 Other receivables 30,899 9,641 $ 44,627 $ 26,436 Less: impairment on other receivables (29,926 ) - Other receivables and deposits, net $ 14,701 $ 26,436 Prepayments 265,737 375,680 $ 280,438 $ 402,116 |
PROPERTY PLANT AND EQUIPMENT (T
PROPERTY PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
PROPERTY PLANT AND EQUIPMENT | |
Schedule of property, plant and equipment | March 31, 2024 June 30, 2023 Land and building $ 1,258,360 $ 1,258,360 Plant and machinery 2,289,794 2,291,794 Office equipment 6,168 6,168 Computer 13,895 5,415 Motor vehicles 777,457 708,051 Furniture and fittings 16,354 12,935 Renovation 4,424 - 4,366,452 4,282,653 Less: accumulated depreciation (583,139 ) (273,757 ) Foreign exchange adjustment (20,245 ) 194 $ 3,763,068 $ 4,009,090 |
DEPOSITS PAID (Tables)
DEPOSITS PAID (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
DEPOSITS PAID | |
Schedule of deposit paid | March 31, 2024 June 30, 2023 Deposits paid for acquisition of subsidiaries - Vata VM Synergy (M) Sdn Bhd (“VATA”) (#1) $ - $ 21,423 Security deposit - Factory site (#2) $ 80,000 $ 80,000 |
MINING RIGHT (Tables)
MINING RIGHT (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
MINING RIGHT | |
Schedule of Mining Right | Nine months ended March 31, 2024 Year Ended June 30, 2023 Balance as at July 1, 2023 and July 1, 2022 $ - $ 27,088 Amortization charge for the period / year - (21,832 ) Foreign exchange adjustment - (363 ) Disposal of subsidiary - (4,893 ) Balance as of March 31, 2024 and June 30, 2023 $ - $ - |
AMOUNTS DUE TO RELATED PARTIES
AMOUNTS DUE TO RELATED PARTIES (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
AMOUNTS DUE TO RELATED PARTIES | |
Schedule of breakdown of the balances due to related parties | March 31, 2024 June 30, 2023 Amount due to related parties Borneo Oil Corporation Sdn (“BOC”) (#1) $ 67,314 $ 57,125 Borneo Oil Berhad (“BOB”) (#1) 3,007 70,711 Taipan International Limited (#2) 119,153 119,153 Borneo Energy Sdn Bhd (#1) 14,596 14,770 Victoria Capital Sdn Bhd (#3) 113,262 107,970 $ 317,332 $ 369,729 Amount due to director Mr. Jack Wong (#4) $ 4,497 $ 9,660 |
PROMISSORY NOTES (Tables)
PROMISSORY NOTES (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
PROMISSORY NOTES | |
Schedule of promissory notes | March 31, 2024 June 30, 2023 Promissory Notes (#1) $ - $ - Promissory Notes (#2) – related party 563,581 487,790 $ 563,581 $ 487,790 |
Schedule of beginning and ending balances of notes payable | March 31, June 30, 2024 2023 Balance at the beginning of period or year $ 487,790 $ 18,484,028 Promissory notes issued to related party at fair value (#2) - 481,023 Interest expense #1 - 1,870,972 Interest expense #2 75,791 6,767 Converted to Company’s restricted Common Stock (#1) - (20,355,000 ) Balance at the end of period or year $ 563,581 $ 487,790 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
LEASES | |
Schedule of lease-related assets and liabilities | March 31, 2024 June 30, 2023 Assets Right-of-use asset (#1) $ 720,000 $ 720,000 Right-of-use asset (#2) 64,910 64,910 Total RoU assets $ 784,910 $ 784,910 Less: Amortisation (244,165 ) (151,801 ) $ 540,745 $ 633,109 Liabilities Current: Operating lease liabilities $ 23,782 $ 20,768 Finance lease liabilities 183,314 172,184 207,096 192,952 Non-current: Operating lease liabilities 11,249 29,483 Finance lease liabilities 565,264 608,455 576,513 637,938 Total lease liabilities $ 783,609 $ 830,890 |
Schedule of lease expense | Nine Months ended March 31, 2024 2023 Finance lease cost: Interest on lease liabilities (per ASC 842) $ 35,137 $ 22,237 Operating lease cost: Operating lease expense (per ASC 842) 98,324 93,614 Total lease expense $ 133,461 $ 115,851 |
Schedule of Future Contractual Lease Payments | Years ending March 31, Operating and finance lease amount 2025 $ 217,099 2026 200,626 2027 188,860 2028 139,475 2029 98,758 Thereafter 71,456 Total minimum lease liabilities payment 916,274 Less: interest (132,665 ) Present value of lease liabilities $ 783,609 Representing:- Current liabilities $ 207,096 Non-current liabilities 576,513 $ 783,609 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
INCOME TAX | |
Schedule of income (loss) before income taxes | Nine Months ended March 31, 2024 2023 Tax jurisdiction from: - Local (US regime) $ (1,371,353 ) $ (3,344,881 ) - Foreign, including British Virgin Island (142,616 ) (338,002 ) Malaysia (423,444 ) (375,897 ) Labuan, Malaysia (4,158 ) (8,935 ) Loss before income taxes $ (1,941,571 ) $ (4,067,715 ) |
Schedule of provision for income taxes | Nine Months ended March 31, 2024 2023 Current tax: - Local $ - $ - - Foreign - - Deferred tax - Local - - - Foreign - - Income tax expense (benefit) $ - $ - |
Schedule of effective tax rate | Nine Months ended March 31, 2024 2023 Loss before income taxes $ (423,444 ) $ (375,897 ) Statutory income tax rate 24 % 24 % Income tax expense at statutory rate (101,627 ) (90,215 ) Non-deductible items 39,148 9,850 Operating losses unable to carried forward 998 2,144 Valuation allowance 61,481 78,221 Income tax expense $ - $ - |
Schedule of significant components of the deferred tax assets | March 31, 2024 June 30, 2023 Deferred tax assets: Net operating loss carryforwards, from US tax regime $ 1,297,756 $ 962,630 Malaysia tax regime 179,647 1,380,182 Less: valuation allowance (1,477,403 ) (2,342,812 ) Deferred tax assets, net $ - $ - |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
RELATED PARTY TRANSACTIONS | |
Schedule of Related party transactions | Nine Months ended March 31, 2024 2023 Related party transactions: Sales to: Borneo Eco Food Sdn Bhd (#1) $ 4,083 $ 12,305 Rental income: Mr. Jack Wong (#3) $ 43,846 $ 32,967 Site expenses: Warisan Khidmat Sdn Bhd (#4) $ - $ 9,831 Professional services provided by: Warisan Khidmat Sdn Bhd (#4) $ 13,467 $ 14,067 Interest expense payable to: BOC (#2) $ 10,171 $ - |
Schedule of Related party balances | Related party balances: As of March 31, 2024 June 30, 2023 Advanced from related parties BOC (#2) $ 67,314 $ 57,125 Borneo Oil Berhad (“BOB”) (#1) $ 3,007 $ 70,711 Borneo Energy Sdn Bhd (#1) $ 14,596 $ 14,770 Taipan International Limited (#5) $ 119,153 $ 119,153 Victoria Capital Sdn Bhd (#6) $ 113,262 $ 107,970 Trade payables Warisan Khidmat Sdn Bhd (#4) $ 1,482 $ - BOC (#2) $ 461 $ 467 J. Ambrose & Partners (#7) $ 714 $ 724 Advanced to related party Vetrolysis Limited (#8) $ 100 $ 100 Trade receivable Borneo Eco Food Sdn Bhd (#1) $ 1,503 $ 901 J. Ambrose & Partners (#7) $ 250 $ 253 Other payables J. Ambrose & Partners (#7) $ 49,096 $ 48,650 SB Supplies & Logistic Sdn Bhd (#1) $ 5,926 $ 5,998 Promissory notes issued to related party BOC (#2) $ 563,581 $ 487,790 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of commitments of issuing share for services | Number of shares to be issued YM Tengku Chanela Jamidah YAM Tengku Ibrahim 166,667 Steven Sorhus 128,409 295,076 |
ORGANIZATION AND BUSINESS BAC_3
ORGANIZATION AND BUSINESS BACKGROUND (Details) | 9 Months Ended |
Mar. 31, 2024 | |
Verde Resources Asia Pacific Limited [Member] | |
Place of incorporation | British Virgin Islands |
Principal activities and place of operation | Investment holding |
Effective interest held | 100% |
Verde Resources [Member] | |
Place of incorporation | Malaysia |
Principal activities and place of operation | Provision of consultation service and distribution of renewable agricultural commodities |
Effective interest held | 100% |
Verde Renewables, Inc. [Member] | |
Place of incorporation | State of Missouri, U.S.A. |
Principal activities and place of operation | Management of a processing and packaging facility |
Effective interest held | 100% |
Verde Life Inc. [Member] | |
Place of incorporation | State of Oregon, U.S.A. |
Principal activities and place of operation | Distribution of THC-free cannabinoid (CBD) products |
Effective interest held | 100% |
The Wision Project Sdn Bhd [Member] | |
Place of incorporation | Malaysia |
Principal activities and place of operation | Digital innovation, marketing & consulting service, PR, branding, influencer marketing, event management and media relations services |
Effective interest held | 100% |
Verde Estates LLC [Member] | |
Place of incorporation | State of Missouri, U.S.A. |
Principal activities and place of operation | Holding real property |
Effective interest held | 100% |
Bio Resources Limited [Member] | |
Place of incorporation | Labuan, Malaysia |
Principal activities and place of operation | Provision of proprietary pyrolysis technology and investment holding |
Effective interest held | 100% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Mar. 31, 2024 | |
Land and Building [Member] | Maximum [Member] | |
Estimated useful lives | 27 years 6 months |
Land and Building [Member] | Minimum [Member] | |
Estimated useful lives | 3 years |
Office Equipment [Member] | |
Estimated useful lives | 3 years |
Furniture & fttings [Member] | |
Estimated useful lives | 5 years |
Plant And Machinery [Member] | Maximum [Member] | |
Estimated useful lives | 10 years |
Plant And Machinery [Member] | Minimum [Member] | |
Estimated useful lives | 5 years |
Computer [Member] | |
Estimated useful lives | 5 years |
Renovation [Member] | |
Estimated useful lives | 10 years |
Motor Vehicle [Member] | |
Estimated useful lives | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | Mar. 31, 2024 | Mar. 31, 2023 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Foreign Currency Exchange Rate | 0.21166 | 0.22609 |
Annualized average Foreign Currency Exchange Rate | 0.21376 | 0.22328 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||
Cash and cash equivalents | $ 567,396 | $ 567,396 | $ 200,409 | $ 418,917 | ||
Depreciation expense | 104,358 | $ 97,167 | 312,056 | $ 177,074 | ||
Allowance for doubtful debts for accounts receivables | 0 | 0 | $ 2,056 | 0 | ||
Credit term | 60 years | |||||
Allowance for doubtful debts for other receivables | $ 0 | $ 0 | $ 29,926 | $ 0 |
GOING CONCERN UNCERTAINTIES (De
GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
GOING CONCERN UNCERTAINTIES | ||
Accumulated deficit | $ (12,234,001) | $ (10,292,430) |
BUSINESS SEGMENT INFORMATION (D
BUSINESS SEGMENT INFORMATION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | |
Revenue | $ 79 | $ 10,690 | $ 7,853 | $ 94,921 | |||
Cost of revenue | (264) | (44,308) | (7,012) | (123,903) | |||
Gross profit/(loss) | (1,941,571) | (4,224,999) | |||||
Selling, general and administrative | (754,623) | (816,089) | (1,867,418) | (2,381,155) | |||
Loss from operations | (754,808) | (849,707) | (1,866,577) | (2,410,137) | |||
Interest expense | (45,180) | (13,549) | (130,103) | (1,893,209) | |||
Rental income | 15,896 | 15,896 | 49,996 | 39,117 | |||
Income tax | 0 | 0 | 0 | 0 | |||
Loss from continuing operation | (865,772) | (652,443) | (1,941,571) | (4,067,715) | |||
Loss from discontinued operation | 0 | (55,884) | 0 | (157,284) | |||
Net loss for the period | (865,772) | (708,327) | $ (1,075,799) | $ (3,516,672) | (1,941,571) | (4,224,999) | |
Total assets | 38,806,777 | 38,806,777 | $ 38,823,545 | ||||
Gold Mineral Mining [Member] | |||||||
Revenue | 0 | 0 | |||||
Cost of revenue | 0 | 0 | |||||
Gross profit/(loss) | 0 | 0 | |||||
Selling, general and administrative | 0 | 0 | |||||
Loss from operations | 0 | 0 | |||||
Interest expense | 0 | 0 | |||||
Rental income | 0 | 0 | 0 | 0 | |||
Other income | 0 | 0 | |||||
Loss before income tax | 0 | 0 | |||||
Income tax | 0 | 0 | |||||
Loss from continuing operation | 0 | 0 | |||||
Loss from discontinued operation | (55,884) | (157,284) | |||||
Net loss for the period | (55,884) | (157,284) | |||||
Total assets | 19,570 | 19,570 | |||||
Distribution of THC-free cannabinoid (CBD) products [Member] | |||||||
Revenue | 0 | 0 | 0 | 0 | |||
Cost of revenue | 0 | 0 | 0 | 0 | |||
Gross profit/(loss) | 0 | 0 | 0 | 0 | |||
Selling, general and administrative | 0 | (300) | (120) | (2,875) | |||
Loss from operations | 0 | (300) | (120) | (2,875) | |||
Interest expense | 0 | 0 | 0 | 0 | |||
Rental income | 0 | 0 | 0 | 0 | |||
Other income | 0 | 0 | 0 | 0 | |||
Loss before income tax | 0 | (300) | (120) | (2,875) | |||
Income tax | 0 | 0 | 0 | 0 | |||
Loss from continuing operation | (8,282) | (2,875) | |||||
Loss from discontinued operation | (300) | 0 | |||||
Net loss for the period | 0 | (300) | (120) | (2,875) | |||
Total assets | 194,008 | 315,929 | 194,008 | 315,929 | |||
Production and Distribution of Renewable Commodities [Member] | |||||||
Revenue | 95 | 10,215 | 2,898 | 89,480 | |||
Cost of revenue | (3) | (44,129) | (2,454) | (122,758) | |||
Gross profit/(loss) | 92 | (33,914) | 444 | (33,278) | |||
Selling, general and administrative | (518,017) | (371,146) | (1,373,025) | (1,373,555) | |||
Loss from operations | (517,925) | (405,060) | (1,372,581) | (1,406,833) | |||
Rental income | 0 | 0 | 0 | 0 | |||
Other income | 213 | 42 | 624 | 678 | |||
Loss before income tax | (533,225) | (418,567) | (1,416,098) | (1,428,392) | |||
Income tax | 0 | 0 | 0 | 0 | |||
Loss from continuing operation | (418,567) | (1,428,392) | |||||
Loss from discontinued operation | 0 | 0 | |||||
Net loss for the period | (533,225) | (418,567) | (1,416,098) | (1,428,392) | |||
Total assets | 6,144,099 | 1,519,462 | 6,144,099 | 1,519,462 | |||
Interest Expense | (15,513) | (13,549) | (44,141) | (22,237) | |||
Holding Property [Member] | |||||||
Revenue | 0 | 0 | 0 | 0 | |||
Cost of revenue | 0 | 0 | 0 | 0 | |||
Gross profit/(loss) | 0 | 15,896 | 0 | 0 | |||
Selling, general and administrative | (42,422) | (47,630) | (86,371) | (134,880) | |||
Loss from operations | (42,422) | (47,630) | (86,371) | (134,880) | |||
Interest expense | 0 | 0 | 0 | 0 | |||
Rental income | 15,896 | 15,896 | 49,996 | 39,117 | |||
Other income | 0 | 0 | 0 | 0 | |||
Loss before income tax | (26,526) | (31,734) | (36,375) | (95,763) | |||
Income tax | 0 | 0 | 0 | 0 | |||
Loss from continuing operation | (31,734) | (95,763) | |||||
Loss from discontinued operation | 0 | 0 | |||||
Net loss for the period | (26,526) | (31,734) | (36,375) | (95,763) | |||
Total assets | 1,210,309 | 1,245,906 | 1,210,309 | 1,245,906 | |||
Corporate Unallocated [Member] | |||||||
Revenue | 16 | 475 | 4,955 | 5,441 | |||
Cost of revenue | (261) | (179) | (4,558) | (1,145) | |||
Gross profit/(loss) | (277) | 296 | 397 | 4,296 | |||
Selling, general and administrative | (195,257) | (388,731) | (403,744) | (860,910) | |||
Loss from operations | (195,534) | (388,435) | (403,347) | (856,614) | |||
Rental income | 0 | 0 | 0 | 0 | |||
Other income | (81,893) | 194,875 | 4,489 | 195,836 | |||
Loss before income tax | (307,094) | (193,560) | (484,820) | (2,531,750) | |||
Income tax | 0 | 0 | 0 | 0 | |||
Loss from continuing operation | (193,560) | (2,531,750) | |||||
Loss from discontinued operation | 0 | 0 | |||||
Net loss for the period | (307,094) | (193,560) | (484,820) | (2,531,750) | |||
Total assets | 1,065,060 | 5,950,122 | 1,065,060 | 5,950,122 | |||
Interest Expense | (29,667) | 0 | (85,962) | (1,870,972) | |||
Consolidated [Member] | |||||||
Revenue | 79 | 10,690 | 7,853 | 94,921 | |||
Cost of revenue | (264) | (44,308) | (7,012) | (123,903) | |||
Gross profit/(loss) | (185) | (33,618) | 841 | (28,982) | |||
Selling, general and administrative | (754,623) | (816,089) | (1,867,418) | (2,381,155) | |||
Loss from operations | (754,808) | (849,707) | (1,866,577) | (2,410,137) | |||
Rental income | 15,896 | 15,896 | 49,996 | 39,117 | |||
Other income | (81,680) | 194,917 | 5,113 | 196,514 | |||
Loss before income tax | (865,772) | (652,443) | (1,941,571) | (4,067,715) | |||
Income tax | 0 | 0 | 0 | 0 | |||
Loss from continuing operation | (652,443) | (4,067,715) | |||||
Loss from discontinued operation | (55,884) | (157,284) | |||||
Net loss for the period | (865,772) | (708,327) | (1,941,571) | (4,224,999) | |||
Total assets | 38,806,777 | 39,246,124 | 38,806,777 | 39,246,124 | |||
Interest Expense | (45,180) | (13,549) | (130,103) | (1,893,209) | |||
Licensor of proprietary pyrolysis technology [Member] | |||||||
Revenue | 0 | 0 | 0 | 0 | |||
Cost of revenue | 0 | 0 | 0 | 0 | |||
Gross profit/(loss) | 0 | 0 | 0 | 0 | |||
Selling, general and administrative | (1,073) | (8,282) | (4,158) | (8,935) | |||
Loss from operations | 1,073 | (8,282) | (4,158) | (8,935) | |||
Interest expense | 0 | 0 | 0 | 0 | |||
Rental income | 0 | 0 | 0 | 0 | |||
Other income | 0 | 0 | 0 | 0 | |||
Loss before income tax | 1,073 | (8,282) | (4,158) | (8,935) | |||
Income tax | 0 | 0 | 0 | 0 | |||
Loss from continuing operation | (8,282) | (8,935) | |||||
Loss from discontinued operation | 0 | 0 | |||||
Net loss for the period | 1,073 | (8,282) | (4,158) | (8,935) | |||
Total assets | $ 30,193,301 | $ 30,195,135 | $ 30,193,301 | $ 30,195,135 |
BUSINESS SEGMENT INFORMATION _2
BUSINESS SEGMENT INFORMATION (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | $ 79 | $ 10,690 | $ 7,853 | $ 94,921 |
Operating Segment [Member] | ||||
Revenue | 79 | 10,690 | 7,853 | 94,921 |
Operating Segment [Member] | Malaysia [Member] | ||||
Revenue | 79 | 4,045 | 7,853 | 26,278 |
Operating Segment [Member] | United States [Member] | ||||
Revenue | $ 0 | $ 6,645 | $ 0 | $ 68,643 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
INVENTORIES | ||
Finished goods | $ 230,124 | $ 93,583 |
Raw materials | 2,406 | 2,453 |
Inventories | $ 232,530 | $ 96,036 |
OTHER RECEIVABLE DEPOSITS AND_2
OTHER RECEIVABLE DEPOSITS AND PREPAYMENTS (Details) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Other receivables | $ 14,701 | $ 26,436 |
Other Receivables [Member] | ||
Deposits | 13,728 | 16,795 |
Other receivables | 30,899 | 9,641 |
Other receivables, deposit and prepayment | 44,627 | 26,436 |
Less: impairment on other receivables | (29,926) | 0 |
Other receivables and deposits, net | 14,701 | 26,436 |
Prepayments | 265,737 | 375,680 |
Total Other Receivable | $ 280,438 | $ 402,116 |
PROPERTY PLANT AND EQUIPMENT (D
PROPERTY PLANT AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Property, plant and equipment, gross | $ 4,366,452 | $ 4,282,653 |
Less: accumulated depreciation | (583,139) | (273,757) |
Foreign exchange adjustment | (20,245) | 194 |
Property, plant and equipment, net | 3,763,068 | 4,009,090 |
Office Equipment [Member] | ||
Property, plant and equipment, gross | 6,168 | 6,168 |
Computer [Member] | ||
Property, plant and equipment, gross | 13,895 | 5,415 |
Renovation [Member] | ||
Property, plant and equipment, gross | 4,424 | 0 |
Land and Building [Member] | ||
Property, plant and equipment, gross | 1,258,360 | 1,258,360 |
Plant And Machinery [Member] | ||
Property, plant and equipment, gross | 2,289,794 | 2,291,794 |
Motor Vehicle [Member] | ||
Property, plant and equipment, gross | 777,457 | 708,051 |
Furniture & fittings [Member] | ||
Property, plant and equipment, gross | $ 16,354 | $ 12,935 |
PROPERTY PLANT AND EQUIPMENT _2
PROPERTY PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | |
PROPERTY PLANT AND EQUIPMENT | |||||
Land and Building, carrying value | $ 707,358 | $ 707,358 | $ 723,981 | ||
Plant and machinery, Carrying value | 256,091 | 256,091 | 95,701 | ||
Motor vehicles, carrying values | 549,157 | 549,157 | $ 553,674 | ||
Depreciation expense | $ 104,358 | $ 97,167 | $ 312,056 | $ 177,074 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) | Mar. 31, 2024 USD ($) |
Licence [Member] | |
Intangible assets | $ 3,050,600 |
Intellectual property [Member] | |
Intangible assets | $ 30,192,771 |
DEPOSITS PAID (Details)
DEPOSITS PAID (Details) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Vata VM Synergy (M) Sdn Bhd ("VATA") (#1) ("VATA") [Member] | ||
Deposits paid for acquisition of subsidiaries | $ 0 | $ 21,423 |
Factory Site (#2) [Member] | ||
Other deposits | $ 80,000 | $ 80,000 |
DEPOSITS PAID (Details Narrativ
DEPOSITS PAID (Details Narrative) | 1 Months Ended | 12 Months Ended | |||
Mar. 02, 2022 USD ($) | Mar. 23, 2023 MYR (RM) | Jun. 30, 2023 MYR (RM) | Mar. 31, 2024 USD ($) | Jun. 30, 2023 USD ($) | |
Security deposit | $ 80,000 | $ 80,000 | |||
SSA Agreement [Member] | |||||
Total purchase considration | RM | RM 2,250,000 | ||||
Description of SSA Agreement | which includes a first payment of MYR100,000 upon the execution of the SSA Agreement | ||||
Balance consideration for resricted common stock, share Issue | RM | RM 2,000,000 | ||||
first payment | RM | RM 100,000 | ||||
Discount in restricted common stock, share issue | 10% | ||||
Lease Agreements [Member] | |||||
Lease Terms | 7 years | ||||
Landlord consideration | $ 720,000 | ||||
Monthly rent payment | 8,571 | ||||
Security deposit | $ 80,000 |
MINING RIGHT (Details)
MINING RIGHT (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
MINING RIGHT | ||
Balance as at July 1, 2023 and July 1, 2022 | $ 0 | $ 27,088 |
Amortization charge for the period / year | 0 | (21,832) |
Foreign exchange adjustment | 0 | 363 |
Disposal of subsidiary | $ 0 | $ (4,893) |
MINING RIGHT (Details Narrative
MINING RIGHT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 13, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
MINING RIGHT | |||||
Lump sum payments for rent | $ 62,260 | ||||
Amortization charge of rights of use lease assets | $ 0 | $ 7,418 | $ 0 | $ 21,812 | |
Lease term | 2 years |
BANK LOAN (Details Narrative)
BANK LOAN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | |
Bank loan principal amount | $ 211,440 | $ 211,440 | $ 191,000 | ||
Secured [Member] | Trusts From VRDR [Member] | |||||
Interest fixed rate, per annum | 5.25% | ||||
Interest expense | 4,301 | $ 1,151 | $ 9,004 | $ 1,151 | |
Bank loan principal amount | $ 250,000 | $ 250,000 |
AMOUNTS DUE TO RELATED PARTIE_2
AMOUNTS DUE TO RELATED PARTIES (Details) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Amount due to related companies | $ 317,332 | $ 369,729 |
Borneo Oil Corporation Sdn | ||
Amount due to related companies | 67,314 | 57,125 |
Taipan International Limited [Member] | ||
Amount due to related companies | 119,153 | 119,153 |
Borneo Energy Sdn Bhd [Member] | ||
Amount due to related companies | 14,596 | 14,770 |
Victoria Capital Sdn Bhd [Member] | ||
Amount due to related companies | 113,262 | 107,970 |
Mr. Jack Wong [Member] | ||
Amount due to related companies | 4,497 | 9,660 |
Borneo Oil Berhad [Member] | ||
Amount due to related companies | $ 3,007 | $ 70,711 |
AMOUNTS DUE TO RELATED PARTIE_3
AMOUNTS DUE TO RELATED PARTIES (Details Narrative) | 9 Months Ended |
Mar. 31, 2024 | |
Taipan International Limited [Member] | |
Holding share percentage | 32.90% |
Victoria Capital Sdn Bhd [Member] | |
Holding share percentage | 0.20% |
Borneo Oil Corporation Sdn Bhd | |
Holding share percentage | 13.20% |
Mr. Jack Wong | |
Lease Terms | 1 year |
PROMISSORY NOTES (Details)
PROMISSORY NOTES (Details) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Promissory note | $ 563,581 | $ 487,790 |
Promissory Note 1 [Member] | ||
Promissory note | 0 | 0 |
Promissory Note 2 [Member] | ||
Promissory note | $ 563,581 | $ 487,790 |
PROMISSORY NOTES (Details 1)
PROMISSORY NOTES (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Promissory Note 1 [Member] | ||
Balance at the beginning of year | $ 487,790 | $ 0 |
Interest expenses | 0 | 1,870,972 |
Balance at the end of year | 563,581 | 487,790 |
Converted to Company's restricted common Stock | 0 | 20,355,000 |
Promissory Note 2 [Member] | ||
Balance at the beginning of year | 487,790 | 18,484,028 |
Promissory notes issued to related party at fair value | 0 | 481,023 |
Interest expenses | 75,791 | 6,767 |
Balance at the end of year | $ 563,581 | $ 487,790 |
PROMISSORY NOTES (Details Narra
PROMISSORY NOTES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Mar. 13, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 09, 2022 | Jan. 20, 2022 | May 12, 2021 | |
Stock price per share | $ 0.0611 | |||||||
Interest expenses | $ 26,301 | $ 0 | $ 75,791 | $ 1,870,972 | ||||
Issuance shares of restricted common stock | 333,142,389 | |||||||
Interest promissory notes rate | 2% | |||||||
Interest payable attributable to promissory notes | $ 3,366 | $ 0 | $ 10,171 | $ 0 | ||||
Common stock per share | $ 0.0611 | |||||||
Debt Agreement [Member] | ||||||||
Face value principal amount | $ 675,888 | |||||||
Common stock per share | $ 0.07 | |||||||
Coupan interest | 2% | |||||||
Restricted Stock [Member] | ||||||||
Face value principal amount | $ 20,355,000 | |||||||
Restricted Stock [Member] | Lisa Leilani Zimmer [Member] | ||||||||
Face value principal amount | 20,355,000 | |||||||
May 12, 2025 [Member] | Promissory Note [Member] | ||||||||
Stock price per share | $ 0.07 | $ 0.07 | ||||||
Face value principal amount | $ 481,023 | $ 481,023 | ||||||
Risk free interest rate | 4.03% | |||||||
Credit spread percentage | 11.60% | |||||||
Liquidity Risk Premium | 5.60% | |||||||
May 12, 2021 [Member] | Promissory Note [Member] | ||||||||
Face value principal amount | $ 20,355,000 |
LEASES (Details)
LEASES (Details) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Lease-related assets | $ 540,745 | $ 633,109 |
Lease-related liabilities | 207,096 | |
Operating lease liabilities current | 23,782 | 20,768 |
Finance lease liabilities current | 183,314 | 172,184 |
Operating lease liabilities Non current | 11,249 | 29,483 |
Finance lease liabilities Non current | 565,264 | 608,455 |
Total operating and finance lease liabilities | 576,513 | |
Total lease liabilities | 783,609 | 830,890 |
Lease Assets And Liabilities [Member] | ||
Right-of-use asset #1 | 720,000 | 720,000 |
Right-of-use asset #2 | 64,910 | 64,910 |
Total Rou Assets | 784,910 | 784,910 |
Less: Amortisation | (244,165) | (151,801) |
Lease-related assets | 540,745 | 633,109 |
Lease-related liabilities | 207,096 | 192,952 |
Operating lease liabilities current | 23,782 | 20,768 |
Finance lease liabilities current | 183,314 | 172,184 |
Operating lease liabilities Non current | 11,249 | 29,483 |
Finance lease liabilities Non current | 565,264 | 608,455 |
Total operating and finance lease liabilities | 576,513 | 637,938 |
Total lease liabilities | $ 783,609 | $ 830,890 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | 9 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Finance lease cost | ||
Interest on lease liabilities | $ 35,137 | $ 22,237 |
Operating lease cost | ||
Operating lease expense | 98,324 | 93,614 |
Total lease expense | $ 133,461 | $ 115,851 |
LEASES (Details 2)
LEASES (Details 2) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Operating And Finance Lease Maturities | ||
2025 | $ 217,099 | |
2026 | 200,626 | |
2027 | 188,860 | |
2028 | 139,475 | |
2029 | 98,758 | |
Thereafter | 71,456 | |
Total minimum finance lease liabilities payment | 916,274 | |
Less imputed interest | (132,665) | |
Present value of lease liabilities | 783,609 | |
Current liabilities | 207,096 | |
Operating and finance lease labilities non current | 576,513 | |
Finance Lease Liability | $ 783,609 | $ 830,890 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | |
Accretion of lease liability | $ 1,756 | $ 2,633 | $ 5,960 | $ 6,445 | |
Right Of Use Asset | 540,745 | $ 540,745 | $ 633,109 | ||
Weighted average incremental borrowing rate | 5% | ||||
Lease liabilities | 783,609 | $ 783,609 | $ 830,890 | ||
Amortization charge on right of assets | $ 31,017 | $ 30,141 | 92,364 | $ 87,169 | |
Lease | $ 720,000 | ||||
Lease term | 7 years | ||||
Lease Agreements [Member] | |||||
Weighted average remaining life of the lease | 3 years | ||||
Motor Vehicle [Member] | |||||
Lease | $ 84,718 | ||||
Purchase price | $ 57,087 | ||||
Lease term | 3 years |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 1 Months Ended | ||||||||
Dec. 04, 2023 | Dec. 22, 2023 | Mar. 31, 2024 | Feb. 26, 2024 | Jan. 31, 2024 | Oct. 01, 2023 | Sep. 08, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Common stock shares issued, shares | 1,193,126,346 | 1,176,200,278 | |||||||
Common stock subscribed | 3,376,352 | 0 | |||||||
Common stock to be cancelled | 375,000 | 0 | |||||||
Common stock, shares outstanding | 1,193,126,346 | 1,176,200,278 | |||||||
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | |||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||
Steven Sorhus [Member] | Service and stock cancellation agreement [Member] | |||||||||
Common stock shares issued, shares | 300,000 | ||||||||
Common stock, par value (in dollars per share) | $ 0.20 | ||||||||
Common stock shares to be cancelled under agreement | 60,000 | ||||||||
Cosideration of the shares to be cancelled | $ 128,409 | ||||||||
Share price of shares to be cancelled under agreement | $ 0.20 | ||||||||
YAM Tengku Ibrahim [Member] | Service and stock cancellation agreement [Member] | |||||||||
Common stock shares issued, shares | 500,000 | ||||||||
Common stock, par value (in dollars per share) | $ 0.20 | ||||||||
Common stock shares to be cancelled under agreement | 100,000 | ||||||||
Cosideration of the shares to be cancelled | $ 166,667 | ||||||||
Share price of shares to be cancelled under agreement | $ 0.20 | ||||||||
EMGTA LLC [Member] | Service and stock cancellation agreement [Member] | |||||||||
Common stock shares to be cancelled under agreement | 375,000 | ||||||||
Cosideration of the shares to be cancelled | $ 75,000 | ||||||||
Share price of shares to be cancelled under agreement | $ 0.20 | ||||||||
Restricted Stock [Member] | |||||||||
Common stock shares issued, shares | 555,555 | 1,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.09 | $ 0.001 | |||||||
Restricted Common Shares, Amount | $ 50,000 | ||||||||
Restricted Stock [Member] | Donald R. Fosnacht [Member] | |||||||||
Common stock shares issued, shares | 1,000,000 | ||||||||
Private Placement [Member] | Restricted Stock [Member] | |||||||||
Common stock shares issued, shares | 1,238,889 | 14,931,624 | |||||||
Four Non-US Shareholder [Member] | Private Placement [Member] | |||||||||
Restricted common stock, share issuance in consideration, per share | $ 0.10 | ||||||||
Restricted common stock, share issuance in value | $ 85,000 | ||||||||
Restricted common stock, share issuance in consideration | 850,000 | ||||||||
Ten Non-US Shareholder [Member] | Private Placement [Member] | |||||||||
Restricted common stock, share issuance in consideration, per share | $ 0.091 | ||||||||
Restricted common stock, share issuance in value | $ 176,828 | ||||||||
Restricted common stock, share issuance in consideration | 1,943,163 | ||||||||
Five Non-US Shareholder [Member] | Private Placement [Member] | |||||||||
Restricted common stock, share issuance in consideration, per share | $ 0.091 | ||||||||
Restricted common stock, share issuance in value | $ 1,050,000 | ||||||||
Restricted common stock, share issuance in consideration | 11,538,461 | ||||||||
One Non-US Shareholder [Member] | Private Placement [Member] | |||||||||
Restricted common stock, share issuance in consideration, per share | $ 0.09 | $ 0.10 | |||||||
Restricted common stock, share issuance in value | $ 35,000 | $ 10,000 | |||||||
Restricted common stock, share issuance in consideration | 388,889 | 100,000 | |||||||
Nine Non-US Shareholder [Member] | Private Placement [Member] | |||||||||
Restricted common stock, share issuance in consideration, per share | $ 0.10 | ||||||||
Restricted common stock, share issuance in value | $ 135,000 | ||||||||
Restricted common stock, share issuance in consideration | 1,350,000 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Loss before income taxes | $ (1,941,571) | $ (4,067,715) |
Foreign, Including British Virgin Island [Member] | ||
Loss before income taxes | (142,616) | (338,002) |
Local (US Regime) [Member] | ||
Loss before income taxes | (1,371,353) | (3,344,881) |
Malaysia Regime [Member] | ||
Loss before income taxes | (423,444) | (375,897) |
Labuan, Malaysia [Member] | ||
Loss before income taxes | $ (4,158) | $ (8,935) |
INCOME TAX (Details 1)
INCOME TAX (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
INCOME TAX | ||||
Local | $ 0 | $ 0 | ||
Foreign | 0 | 0 | ||
Deferred tax | ||||
Local | 0 | 0 | ||
Foreign | 0 | 0 | ||
Income tax expense benefit | $ 0 | $ 0 | $ 0 | $ 0 |
INCOME TAX (Details 2)
INCOME TAX (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
INCOME TAX | ||||
Loss before income taxes | $ (423,444) | $ (375,897) | ||
Statutory income tax rate | 24% | 24% | ||
Income tax expense at statutory rate | $ (101,627) | $ (90,215) | ||
Non-deductible items | 39,148 | 9,850 | ||
Operating losses unable to carried forward | 998 | 2,144 | ||
Valuation allowance | 61,481 | 78,221 | ||
Income tax expense benefit | $ 0 | $ 0 | $ 0 | $ 0 |
INCOME TAX (Details 3)
INCOME TAX (Details 3) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
INCOME TAX | ||
US tax regime | $ 1,297,756 | $ 962,630 |
Malaysia tax regime | 179,647 | 1,380,182 |
Less: valuation allowance | (1,477,403) | (2,342,812) |
Deferred tax assets, net | $ 0 | $ 0 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) | 9 Months Ended |
Mar. 31, 2024 USD ($) | |
Valuation allowance - Malaysia Rate | 80% |
Net operating loss carryforwards, from | $ 6,179,789 |
Deferred tax assets | $ 1,297,756 |
Minimum Member | |
U.S. corporate income tax rate | 21% |
Labuan [Member] | |
Valuation allowance - Malaysia Rate | 24% |
Malaysia [Member] | |
Valuation allowance - Malaysia Rate | 24% |
Net operating loss carryforwards, from | $ 748,529 |
Deferred tax assets | $ 179,647 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Mr. Jack Wong [Member] | ||
Rental income | $ 43,846 | $ 32,967 |
Warisan Khidmat Sdn Bhd (#4) | ||
Site expenses | 0 | 9,831 |
Professional services | 13,467 | 14,067 |
Borneo Eco Food Sdn Bhd (#1) | ||
Sale to related party transactions | 4,083 | 12,305 |
BOC (#2) | ||
Interest expense payable | $ 10,171 | $ 0 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details 1) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Taipan International Limited [Member] | ||
Advanced from related parties | $ 119,153 | $ 119,153 |
Borneo Energy Sdn Bhd [Member] | ||
Advanced from related parties | 14,596 | 14,770 |
Victoria Capital Sdn Bhd [Member] | ||
Advanced from related parties | 113,262 | 107,970 |
Borneo Oil Berhad [Member] | ||
Advanced from related parties | 3,007 | 70,711 |
Trade receivable | 1,503 | 901 |
Warisan Khidmat Sdn Bhd (#4) | ||
Trade payables | 1,482 | 0 |
BOC (#2) | ||
Advanced from related parties | 67,314 | 57,125 |
Trade payables | 461 | 467 |
Promissory notes issued to related party | 563,581 | 487,790 |
Vetrolysis Limited (#8) | ||
Advanced to related party | 100 | 100 |
J. Ambrose & Partners (#7) | ||
Trade payables | 714 | 724 |
Trade receivable | 250 | 253 |
Other payables | 49,096 | 48,650 |
SB Supplies & Logistic Sdn Bhd (#1) | ||
Other payables | $ 5,926 | $ 5,998 |
RELATED PARTY TRANSACTIONS (D_3
RELATED PARTY TRANSACTIONS (Details Narrative) | 9 Months Ended |
Mar. 31, 2024 | |
Borneo Oil Berhad ("BOB") [Member] | |
Description of equity held | Borneo Oil Berhad (“BOB”) is ultimate holding company of Borneo Eco Food Sdn. Bhd., Borneo Energy Sdn Bhd and SB Supplies & Logistic Sdn Bhd, and held 13.2% of the Company’s issued and outstanding common stock as of March 31, 2024 |
Taipan International Limited [Member] | |
Description of equity held | Taipan International Limited is one of the shareholders of the Company, and held 32.9% of the Company’s issued and outstanding Common Stock as of March 31, 2024 |
Victoria Capital Sdn Bhd [Member] | |
Description of equity held | Victoria Capital Sdn. Bhd. is one of the shareholders of the Company and held 0.2% of the Company’s issued and outstanding Common Stock as of March 31, 2024 |
Mr. Jack Wong [Member] | |
Description of equity held | Mr. Jack Wong is the Chief Executive of the Company effective October 1, 2022. By Waiver and Consent of Shareholders, Mr. Jack Wong was re-elected Director of the Company, effective March 30, 2024 |
Director term | 1 year |
Borneo Oil Corporation Sdn Bhd ("BOC") [Member] | |
Description of equity held | December 31, 2023 |
Description of holding share percentage | Borneo Oil Corporation Sdn Bhd (“BOC”) is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) (holding 13.2% of the Company’s issued and outstanding common stock as of March 31, 2024 |
CONCENTRATIONS OF RISK (Details
CONCENTRATIONS OF RISK (Details narrative) | 9 Months Ended |
Mar. 31, 2024 | |
Major Customers [Member] | |
Major customers description | there was no single customer whose revenue exceeded 10% of the revenue |
PENSION COSTS (Details Narrativ
PENSION COSTS (Details Narrative) - USD ($) | 9 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
PENSION COSTS | ||
Pension scheme, Contribution made | $ 11,057 | $ 22,335 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | 9 Months Ended |
Mar. 31, 2024 shares | |
Shares to be issued to service provider | 295,076 |
Steven Sorhus | |
Shares to be issued to service provider | 128,409 |
YM Tengku Chanela Jamidah YAM Tengku Ibrahim | |
Shares to be issued to service provider | 166,667 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | |
Mar. 31, 2024 | Jan. 20, 2022 | |
Stock price per share | $ 0.0611 | |
Four non-US shareholders | ||
Issuance of restricted common shares | 2,881,274 | |
Issuance of restricted common shares price per share | $ 0.108 | |
One US shareholders | ||
Issuance of restricted common shares | 200,000 | |
Shares to be issued for private placement | $ 329,378 | |
Issuance of restricted common shares price per share | $ 0.091 | |
May 12, 2025 [Member] | Promissory Note [Member] | ||
Stock price per share | $ 0.07 | |
Promissory notes issued, amount | $ 675,888 | |
Bearing interest rate | 2% | |
Restricted stock committed to be canceled | 375,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event Member - USD ($) | 1 Months Ended | ||
Apr. 12, 2024 | Apr. 20, 2024 | Apr. 15, 2024 | |
Issuance of restricted common shares | 2,881,274 | 200,000 | |
Services agreements, description | Under the Agreements, the Company will pay Dr. Nam Tran and Dr. Raymond Powell each by the issuance of 3,000,000 shares of the Company’s restricted Common Shares in three tranches of 1,000,000 shares each on or before July 31, 2024, October 31, 2025 and October 31, 2026 respectively | ||
Issuance of restricted common shares price per share | $ 0.108 | $ 0.091 | |
Payment of subscription amount | $ 311,178 | $ 18,200 | |
Four US shareholders | |||
Issuance of restricted common shares | 2,855,555 | ||
Two US shareholders | |||
Issuance of restricted common shares | 2,300,000 | ||
Issuance of restricted common shares price per share | $ 0.10 | ||
One US shareholder | |||
Issuance of restricted common shares | 555,555 | ||
Issuance of restricted common shares price per share | $ 0.09 |