Cover
Cover - shares | 6 Months Ended | |
Dec. 31, 2021 | Jun. 01, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | NAMI CORP. | |
Entity Central Index Key | 0001567388 | |
Document Type | 10-Q/A | |
Amendment Flag | true | |
Current Fiscal Year End Date | --06-30 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Dec. 31, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2022 | |
Entity Ex Transition Period | true | |
Entity Common Stock Shares Outstanding | 1,426,927,346 | |
Document Quarterly Report | true | |
Entity File Number | 333-187007 | |
Entity Incorporation State Country Code | NV | |
Entity Interactive Data Current | Yes | |
Entity Tax Identification Number | 61-1693116 | |
Entity Address Address Line 1 | 112 North Curry Street | |
Entity Address City Or Town | Carson City | |
Entity Address Postal Zip Code | 89703 | |
Local Phone Number | 09–5158380 | |
City Area Code | 603 | |
Document Transition Report | false | |
Entity Address State Or Province | NV | |
Amendment Description | This Amendment No. 1 to the Quarterly Report on Form 10-Q of Nami Corp. for the quarter ended December 31, 2021, originally filed on March 3, 2022 (the “Original Filing”), is being filed solely to correct the classification of deferred dredging costs from an asset to an expenditure. The Company has amended disclosures Part I, Item 1, Item 2, and Item 4. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-Q/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. This Form 10-Q/A does not reflect events that may have occurred subsequent to the filing date of the Original Filing. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 1,749 | $ 24,003 |
Other receivables and deposits | 31,987 | 32,156 |
Total Current Assets | 33,736 | 56,159 |
Deferred dredging development costs | 0 | 0 |
Property, plant and equipment, net | 19,776 | 22,826 |
TOTAL ASSETS | 53,512 | 78,985 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 112,257 | 141,235 |
Accrued interest | 3,452 | 0 |
Short-term loan | 43,150 | 0 |
Other payable and accruals | 112,070 | 23,875 |
Due to related party | 3,612,439 | 3,587,392 |
Due to unrelated party | 1,188,470 | 585,957 |
Contingent interest liability | 328,494 | 208,969 |
Project advances | 47,944 | 96,392 |
Total Current liabilities | 5,448,276 | 4,643,820 |
Project financing investment note, net of discount | 530,610 | 171,828 |
TOTAL LIABILITIES | 5,978,886 | 4,815,648 |
STOCKHOLDERS' DEFICIT | ||
Series A Preferred, MYR 1 par value; 50,000,000 shares authorized; 280,000 shares issued and outstanding | 68,408 | 68,408 |
Capital stock - Authorized 5,000,000,000 shares of common stock, $0.001 par value, 1,426,927,346 shares issued and outstanding | 1,426,927 | 1,426,927 |
Additional paid-in capital | 707,419 | 600,076 |
Accumulated deficit | (8,200,568) | (6,893,746) |
Accumulated other comprehensive income | 72,440 | 61,672 |
Stockholders' deficit | (5,925,374) | (4,736,663) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 53,512 | $ 78,985 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Jun. 30, 2021 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 1,426,927,346 | 1,426,927,346 |
Common stock, shares outstanding | 1,426,927,346 | 1,426,927,346 |
Preferred stock, shares outstanding | 280,000 | |
Series A Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 280,000 | 280,000 |
Preferred stock, shares outstanding | 280,000 | 280,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||||
Sales | $ 0 | $ 0 | $ 0 | $ 0 |
Cost of Goods Sold | 0 | 0 | 24 | 0 |
Gross Loss | 0 | 0 | (24) | 0 |
Operating Expenses | ||||
Depreciation of property and equipment | 1,391 | 1,560 | 2,918 | 3,084 |
General and administrative expenses | 53,664 | 18,646 | 85,984 | 32,584 |
Professional fees | 61,078 | 0 | 128,306 | 8,497 |
Exploration expenditures | 212,785 | 0 | 212,785 | 0 |
Total Operating Expenses | 328,918 | 20,206 | 429,993 | 44,165 |
Loss from Operations | (328,918) | (20,206) | (430,017) | (44,165) |
Other Income (Expense) | ||||
Other income | (6) | 1,315 | 1,267 | 3,030 |
Interest expense | (227,140) | 0 | (669,344) | 0 |
Interest expense, related parties | (53,801) | (53,585) | (107,343) | (106,229) |
Change in fair value of derivative liability | 68,886 | 0 | (101,385) | 0 |
Total Other Expenses | (212,061) | (52,270) | (876,805) | (103,199) |
Loss before taxation | (540,979) | (72,476) | (1,306,822) | (147,364) |
Income taxes | 0 | 0 | 0 | 0 |
Net Loss | (540,979) | (72,476) | (1,306,822) | (147,364) |
Dividend on Series A Preferred Stock | 0 | 0 | 0 | 0 |
Net loss attributable to common stockholders | (540,979) | (72,476) | (1,306,822) | (147,364) |
Other Comprehensive Loss | ||||
Foreign currency translation adjustments | (9,252) | (75,825) | 10,768 | (142,969) |
Total Comprehensive Loss | $ (550,231) | $ (148,301) | $ (1,296,054) | $ (290,333) |
Basic and Diluted Loss per Common Share | $ 0 | $ 0 | $ 0 | $ 0 |
Basic and Diluted Weighted Average Common Shares Outstanding | 1,426,927,346 | 1,426,927,346 | 1,426,927,346 | 1,426,927,346 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (1,306,822) | $ (147,364) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||
Depreciation of property and equipment | 2,918 | 3,084 |
Imputed interest contributed as additional paid in capital | 107,343 | 106,229 |
Amortization of debt discount | 327,710 | 0 |
Change in fair value of derivative liability | 101,385 | 0 |
Expenses paid directly through a related party | 156 | 0 |
Expenses paid directly through an unrelated party | 2,463 | 20,075 |
Accrued interest | 3,441 | 0 |
Change in assets and liabilities | ||
Other receivable and deposits | 0 | (594) |
Accounts payable and accrued liabilities | 59,753 | 7,444 |
Other payables and accruals | 371 | 0 |
Interest paid | 0 | 0 |
Intercompany | 0 | 0 |
Net cash used in operating activities | (701,282) | (11,126) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Net cash provided by (used in) investing activities | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from short-term loan | 90,628 | |
Repayment of short-term loan | (47,699) | |
Advances received from related parties | 47,980 | 13,353 |
Advances received from an unrelated party | 623,515 | 0 |
Repayments of related party advances | (10,759) | (2,187) |
Repayments of advances to an unrelated party | (24,425) | 0 |
Net cash provided by financing activities | 679,240 | 11,166 |
Effects on changes in foreign exchange rate | (212) | 65 |
Net change in cash and cash equivalents | (22,254) | 105 |
Cash and cash equivalents - beginning of period | 24,003 | 1,133 |
Cash and cash equivalents - end of period | 1,749 | 1,238 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | 538,524 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-Cash Investing and Financing Activity: | ||
Reclassification of project advances to project financing debt | $ 47,699 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders Deficit (Unaudited) - USD ($) | Total | Preferred Shares | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (loss) |
Balance, shares at Jun. 30, 2020 | 280,000 | 1,426,927,346 | ||||
Balance, amount at Jun. 30, 2020 | $ (4,189,609) | $ 68,408 | $ 1,426,927 | $ 385,842 | $ (6,203,396) | $ 132,610 |
Imputed interest | 52,644 | 0 | 0 | 52,644 | 0 | 0 |
Foreign currency translation adjustment | (67,144) | 0 | 0 | 0 | 0 | (67,144) |
Net loss | (74,888) | $ 0 | $ 0 | 0 | (74,888) | 0 |
Balance, shares at Sep. 30, 2020 | 280,000 | 1,426,927,346 | ||||
Balance, amount at Sep. 30, 2020 | (4,278,997) | $ 68,408 | $ 1,426,927 | 438,486 | (6,278,284) | 65,466 |
Balance, shares at Jun. 30, 2020 | 280,000 | 1,426,927,346 | ||||
Balance, amount at Jun. 30, 2020 | (4,189,609) | $ 68,408 | $ 1,426,927 | 385,842 | (6,203,396) | 132,610 |
Imputed interest | 106,229 | |||||
Net loss | (147,364) | |||||
Balance, shares at Dec. 31, 2020 | 280,000 | 1,426,927,346 | ||||
Balance, amount at Dec. 31, 2020 | (4,373,713) | $ 68,408 | $ 1,426,927 | 492,071 | (6,305,760) | (10,359) |
Balance, shares at Sep. 30, 2020 | 280,000 | 1,426,927,346 | ||||
Balance, amount at Sep. 30, 2020 | (4,278,997) | $ 68,408 | $ 1,426,927 | 438,486 | (6,278,284) | 65,466 |
Imputed interest | 53,585 | 0 | 0 | 53,585 | 0 | 0 |
Foreign currency translation adjustment | (75,825) | 0 | 0 | 0 | 0 | (75,825) |
Net loss | (72,476) | $ 0 | $ 0 | 0 | (72,476) | 0 |
Balance, shares at Dec. 31, 2020 | 280,000 | 1,426,927,346 | ||||
Balance, amount at Dec. 31, 2020 | (4,373,713) | $ 68,408 | $ 1,426,927 | 492,071 | (6,305,760) | (10,359) |
Balance, shares at Jun. 30, 2021 | 280,000 | 1,426,927,346 | ||||
Balance, amount at Jun. 30, 2021 | (4,736,663) | $ 68,408 | $ 1,426,927 | 600,076 | (6,893,746) | 61,672 |
Imputed interest | 53,542 | 0 | 0 | 53,542 | 0 | 0 |
Foreign currency translation adjustment | 20,020 | 0 | 0 | 0 | 0 | 20,020 |
Net loss | (765,843) | $ 0 | $ 0 | 0 | (765,843) | 0 |
Balance, shares at Sep. 30, 2021 | 280,000 | 1,426,927,346 | ||||
Balance, amount at Sep. 30, 2021 | (5,428,944) | $ 68,408 | $ 1,426,927 | 653,618 | (7,659,589) | 81,692 |
Balance, shares at Jun. 30, 2021 | 280,000 | 1,426,927,346 | ||||
Balance, amount at Jun. 30, 2021 | (4,736,663) | $ 68,408 | $ 1,426,927 | 600,076 | (6,893,746) | 61,672 |
Imputed interest | 107,343 | |||||
Net loss | (1,306,822) | |||||
Balance, shares at Dec. 31, 2021 | 280,000 | 1,426,927,346 | ||||
Balance, amount at Dec. 31, 2021 | (5,925,374) | $ 68,408 | $ 1,426,927 | 707,419 | (8,200,568) | 72,440 |
Balance, shares at Sep. 30, 2021 | 280,000 | 1,426,927,346 | ||||
Balance, amount at Sep. 30, 2021 | (5,428,944) | $ 68,408 | $ 1,426,927 | 653,618 | (7,659,589) | 81,692 |
Imputed interest | 53,801 | 0 | 0 | 53,801 | 0 | 0 |
Foreign currency translation adjustment | (9,252) | 0 | 0 | 0 | 0 | (9,252) |
Net loss | (540,979) | $ 0 | $ 0 | 0 | (540,979) | 0 |
Balance, shares at Dec. 31, 2021 | 280,000 | 1,426,927,346 | ||||
Balance, amount at Dec. 31, 2021 | $ (5,925,374) | $ 68,408 | $ 1,426,927 | $ 707,419 | $ (8,200,568) | $ 72,440 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2021 | |
Organization and Summary of Significant Accounting Policies | |
Note 1 - Organization and Summary of Significant Accounting Policies | Note 1 – Organization and Summary of Significant Accounting Policies The Company was incorporated in the State of Nevada as a for-profit Company on September 5, 2012. On July 12, 2018, we completed a reverse acquisition transaction through a share exchange with GMCI, the sole shareholder of SBS Mining Corp. Malaysia Sdn. Bhd (“SBS”), whereby we acquired 100% of the outstanding shares of SBS from GMCI in exchange for the issuance of a total of 720,802,346 shares of our common stock to GMCI, representing 102.08% of our pre-merger issued and outstanding shares of common stock. As a result of the reverse acquisition, SBS became our wholly-owned subsidiary and the former SBS Shareholders, GMCI and subsequently its shareholders, became our controlling stockholders. The share exchange transaction was treated as a recapitalization, with SBS as the acquirer and the Company as the acquired party for accounting purposes. Unless the context suggests otherwise, when we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of SBS. On July 19, 2018, the Company was notified that the Board of GMCI deemed it to be in the best interests of GMCI and its stockholders for GMCI to approve and declare a dividend of restrictive shares of Nami to the stockholders of GMCI, on a pro rata basis, determined in accordance with the number of shares of capital stock of GMCI held by such stockholders, thereby transferring ownership of 100% of the outstanding restricted shares of Nami owned directly by GMCI to the stockholders of GMCI (collectively, the “Nami Stock Dividend”). The Nami Stock Dividend was completed on August 21, 2018. SBS Mining Corp. Malaysia Sdn. Bhd., is a Malaysian corporation whose primary business is mining, exploration and trading of certain mineral ores and properties located in Malaysia. During fiscal year 2017 the Company commenced revenue generating operations as a result of its mineral trading business. Essentially all of the Company’s property, plant and equipment assets are held in Malaysia. The functional currency of the Company is the Malaysian Ringgit (MYR). Fiscal Year The Company’s fiscal year end is June 30. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and are presented in U.S. dollars. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Form 10-K filed on November 3, 2021. The results of operations for the periods ended December 31, 2021 are not necessarily indicative of the operating results for the full years. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented, all such adjustments were of a normal and recurring nature. Principles of Consolidation The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary SBS Mining Corp. Malaysia Sdn. Bhd. All significant intercompany accounts and transactions have been eliminated. Reclassifications Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported net (loss). Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The Company has significant estimates in regards to the inputs used for valuation of the derivative associated with the contingent interest of its Project Investment Financing debt. Actual results when ultimately realized could differ from these estimates. Revenue Recognition The Company recognizes revenue from the sale of mined sand from the Sea Sand Mining Project (see Note 10) in accordance with ASC 606 “ Revenue Recognition Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation The Company’s sales are derived from the sale of mined sand to our customers. The Company recognizes revenue at a point in time when it satisfies its obligation by transferring control of the mined sand to the customer. The cost of sales includes dredging cost, rental of land, docket fees and site expenses. During the six months ended December 31, 2021 and 2020, the Company did not record any revenue and recorded cost of sales and gross loss of $24 and nil, respectively. Cash and Cash Equivalents The company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2021 and June 30, 2021, cash includes cash on hand and cash in the bank. The Company operates in Malaysia where deposit insurance for deposits is provided up to RM 250,000 (approximately US $60,000). From time to time the Company’s account balances may exceed that limit. Inventories Inventories are stated at lower of cost or net realizable value, with cost being determined on the weighted average method. No reserves are considered necessary for slow moving or obsolete inventory as inventory on hand at quarter-end was produced near the end of the quarter end. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required. The Company started to produce mined sand from the Sea Sand Mining Project in October 2019. During the six months ended December 31, 2021 and 2020, the Company did not produce any mined sand. Additionally, the Company did not hold any inventories as of December 31, 2021 and June 30, 2021. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash and equivalents, other receivables and deposits, due from related party, accounts payable, other payables and accruals, due to related party, due to unrelated party, project advances and royalty obligation. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The Company adopted ASC Topic 820, Fair Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. The three-level hierarchy for fair value measurements is defined as follows: Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets; Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active; Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement As of December 31, 2021 and June 30, 2021, on a recurring basis, the Company measures its project financing debt as a Level 3 input. Foreign Currencies Functional and Presentation Currency - Transactions and Balances Plant and Equipment Depreciation Plant and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Depreciation is calculated on a straight-line basis to write off the cost of plant and equipment over their expected useful lives at the following annual rates: Motor Vehicles 20 % Office equipment 33 % Tools and equipment 33 % Computer and software 33 % Leasehold improvements Term of lease Furniture and Fixtures 33 % Mineral Properties The Company is engaged in the business of the acquiring, exploring, developing, mining, and producing mineral properties and or resources, with a current emphasis on sea sand mining (see Note 10) and previous emphasis on iron ore, bauxite and tin. Mineral claims and other property acquisition costs are capitalized as incurred. Such costs are carried as an asset of the Company and JHW until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations. Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the exploration costs, along with mine development costs, are capitalized. The costs of acquiring mineral claims, capitalized exploration costs, and mine development costs are recognized for depletion and amortization purposes under the units-of-production method over the estimated life of the probable and proven reserves. If mineral properties, exploration, or mine development activities are subsequently abandoned or impaired, any capitalized costs are charged to operations in the current period. Exploration Expenditures Exploration, acquisition (except for property purchase costs), and general and administrative costs related to exploration projects and prospecting activities are charged to expense as incurred. During six months ended December 31, 2021 and 2020, the Company recorded exploration expenditures of $212,785 and nil, respectively. Such expenditures have been incurred in order to provide the information necessary to the Malaysian Department of the Environment to work towards the renewal of its dredging license for three additional years and to expand the potential cubic meters available to dredge within its current license area from the current 19.1 km to 40 km. The Company’s policy is to expense these costs as incurred. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. The Company did not record any impairment of long-lived assets during the six months ended December 31, 2021 and 2020. Leases FASB ASC 840 “Leases” requires lessees to record lease assets and liabilities for operating leases and disclose key information about leasing arrangements. Upon entering into an arrangement, the Company evaluates whether the arrangement provides the Company with the ability to control the use of the asset over the term of the lease. If an arrangement contains a lease, upon commencement of the arrangement, the company recognizes an operating lease right-of-use asset and a corresponding operating lease liability. The amount of the operating lease right-of-use asset is measured utilizing the present value of the future minimum lease payments over the lease term. The Company has not recognized any right-of-use assets or lease liabilities as of December 31, 2021 and June 30, 2021. Segment Reporting FASB ASC 820 “Segments Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. Our proposed future business segments are expected to span more than one geographical area. Specifically, the Company intends to generate revenue through mineral trading and exploration activities. See Note 13. Income Taxes On July 1, 2021, the Company adopted Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This standard has been adopted on a prospective basis and the adoption of this standard does not have a material impact on the Company’s financial statements. The asset and liability method is used in the Company’s accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. In estimating future tax consequences, all expected future events are considered other than enactment of changes in the tax law or rates. The Company adopted ASC 740 “Income Taxes,” The determination of recording or releasing tax valuation allowance is made, in part, pursuant to an assessment performed by management regarding the likelihood that the Company will generate future taxable income against which benefits of its deferred tax assets may or may not be realized. Loss Per Share The Company follows the provisions of ASC Topic 260, Earnings per Share Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the company’s common stock that could increase the number of shares outstanding and lower the earnings per share of the company’s common stock. This calculation is not done for periods in a loss position as this would be antidilutive. As of December 31, 2021 and June 30, 2021, there were approximately 44,633 and 44,985 potentially diluted common shares outstanding from 280,000 shares of preferred stock, respectively. Stock-based compensation Effective July 1, 2020, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This update addresses several aspects of the accounting for nonemployee share-based payment transactions and expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The main provisions of the update change the way nonemployee awards are measured in the financial statements. Under the simplified standards, nonemployee options will be valued once at the date of grant, as compared to at each reporting period end under ASC 505-50. At adoption, all awards without established measurement dates will be revalued one final time, and a cumulative effect adjustment to retained earnings will be recorded as the difference between the pre-adoption value and new value. Companies will be permitted to make elections to establish the expected term and either recognize forfeitures as they occur or apply a forfeiture rate. Compensation expense recognition using a graded vesting schedule will no longer be permitted. This pending content is the result of the FASB’s Simplification Initiative, to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. The adoption of this new standard had no impact on the Company’s financial statements. Recently issued accounting pronouncements There are several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of December 31, 2021, none of these pronouncements are expected to have a material effect on the financial position, results of operations or cash flows of the Company. Under the JOBS Act, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have opted to take advantage of this extended transition period. Since we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be comparable to financial statements of companies that comply with public company effective dates. |
Going Concern
Going Concern | 6 Months Ended |
Dec. 31, 2021 | |
Going Concern | |
Note 2 - Going Concern | Note 2 – Going Concern For the six months ended December 31, 2021, the Company reported a net loss of approximately $1.3 million. In addition, as of December 31, 2021, the Company had a working capital deficit of approximately $5.4 million with cash on hand of approximately $1,700. The Company believes that its existing capital resources are not adequate to enable it to execute its business plan and as of the date of these financial statements and has no firm commitment for either additional debt or equity financing available to it in order to meet its current commitments. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company estimates that it will require significant additional cash resources during fiscal 2022 and beyond, as JHW received its main permit from the Government of Malaysia to commence sea sand mining in January 2019 and further in April 2021, received its export license contingent on receiving updated dredging area rights (see Note 10). The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans. The Company’s plan is to continue to work with JHW and hired consultants to meet the requirements of the Government of Malaysia and secure and renew mining and The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might result from this uncertainty. |
Restatement for Correction of a
Restatement for Correction of an Error | 6 Months Ended |
Dec. 31, 2021 | |
Restatement for Correction of an Error | |
Note 3 - Restatement for Correction of an Error | Note 3 – Restatement for Correction of an Error Subsequent to the filing of the Company’s 10-Q for the three and six months ended December 31, 2021, the Company determined that it had applied an Set out below is the impact of the restatement as compared to the original filing on these unaudited condensed consolidated financial statements: As of December 31, 2021 As filed As amended Difference Deferred dredging development costs $ 204,961 $ - $ (204,961 ) Total assets 258,473 53,512 (204,961 ) Retained deficit $ 7,996,151 $ 8,200,568 $ 204,417 Accumulated other comprehensive income 72,984 72,440 (544 ) Total stockholders’ deficit (5,720,413 ) (5,925,374 ) (204,961 ) Total liabilities and stockholders’ deficit 258,473 53,512 (204,961 ) For the three months ended December 31, 2021 As filed As amended Difference Condensed Consolidated Statements of Operations and Comprehensive loss Exploration expenditures (3 months) $ 8,368 $ 212,785 $ 204,417 Operating expenses (3 months) $ 124,501 $ 328,918 $ 204,417 Net loss (3 months) $ 336,562 $ 540,979 $ 204,417 Foreign currency translation adjustments (3 months) $ (8,708 ) $ (9,252 ) $ (544 ) Total comprehensive loss (3 months) $ 345,270 $ 550,231 $ 203,873 For the six months ended December 31, 2021 As filed As amended Difference Condensed Consolidated Statements of Operations and Comprehensive loss Exploration expenditures (6 months) $ 8,368 $ 212,785 $ 204,417 Operating expenses (6 months) $ 225,576 $ 429,993 $ 204,417 Net loss (6 months) $ 1,102,405 $ 1,306,822 $ 204,417 Foreign currency translation adjustments (6 months) $ 11,312 $ 10,768 $ (544 ) Total comprehensive loss (6 months) $ 1,091,093 $ 1,296,054 $ 203,873 For the six months ended December 31, 2021 As filed As amended Difference Condensed Consolidated Statements of Cash Flows Net loss $ (1,102,405 ) $ (1,306,822 ) $ (204,417 ) Cash used in operating activities (585,595 ) (701,282 ) (115,687 ) Accounts payable and accrued liabilities (28,977 ) 59,753 88,730 Dredging development expenditures (115,687 ) - 115,687 Cash used in investing activities (115,687 ) - (115,687 ) |
Advance Payment on Mineral Trad
Advance Payment on Mineral Trading Related Party | 6 Months Ended |
Dec. 31, 2021 | |
Advance Payment on Mineral Trading Related Party | |
Note 4 - Advance Payment on Mineral Trading - Related Party | Note 4 – Advance Payment on Mineral Trading – Related Party In the year ended June 30, 2016, SBS advanced to Sincere Pacific Mining Sdn. Bhd. approximately $614,000 (MYR 2,774,000) for the purpose of commencing bauxite trading and financing activities. In that same period, the Company impaired all but $186,372 (MYR 800,000). During the year ended June 30, 2018, the Company received two repayments of RM 500,000 and RM 300,000 respectively, which reduced the amounts of the advance not impaired during the fiscal year ended June 30, 2016 to $nil as of June 30, 2018. Should the Company, in future periods, collect further amounts under the trading program from its original advance, those amounts will be shown as income in the financial statements of the Company. |
Plant and Equipment
Plant and Equipment | 6 Months Ended |
Dec. 31, 2021 | |
Plant and Equipment | |
Note 5 - Plant and Equipment | Note 5 – Plant and Equipment December 31, June 30, 2021 2021 Cost Motor Vehicles $ 15,582 $ 15,665 Office equipment 25,519 25,654 Computers and software 13,546 13,618 Tools and equipment 508 511 Furniture and Fixture 37,237 37,434 92,392 92,882 Accumulated Depreciation (72,616 ) (70,056 ) Plant and Equipment, Net $ 19,776 $ 22,826 Depreciation for the six months ended December 31, 2021 and 2020 was $2,918 and $3,084, respectively. |
Other receivable and deposits
Other receivable and deposits | 6 Months Ended |
Dec. 31, 2021 | |
Other receivable and deposits | |
Note 6 - Other receivable and deposits | Note 6 – Other receivable and deposits December 31, June 30, 2021 2021 Sundry receivables $ 24,699 $ 24,830 Other receivable 6,353 6,386 Deposits, including utility, security deposits 935 940 $ 31,987 $ 32,156 |
Related party advances and expe
Related party advances and expenses | 6 Months Ended |
Dec. 31, 2021 | |
Related party advances and expenses | |
Note 7 - Related party advances and expenses | Note 7 – Related party advances and expenses Advances from related parties: December 31, June 30, 2021 2021 Advances from SBS Directors $ 1,090,755 $ 1,058,947 Advances from related party 1,806,419 1,809,390 Advances from holding company 715,265 719,055 Total $ 3,612,439 $ 3,587,392 During the six months ended December 31, 2021 and 2020, the Company received advances from directors of $47,980 and $13,353, respectively and repaid advances from a director of $10,759 and $2,187, respectively. The Company has imputed interest at the rate of approximately 6.5% on the advances made to the Company in the amount of $107,343 and $106,229 during the six months ended December 31, 2021 and 2020, respectively. Concentration of Risk To date the Company has been reliant on funding from related parties as the Company does not have the current existing capital resources to execute its business plan. |
Due from unrelated parties
Due from unrelated parties | 6 Months Ended |
Dec. 31, 2021 | |
Due from unrelated parties | |
Note 8 - Due from unrelated parties | Note 8 – Due from unrelated parties During the six months ended December 31, 2021 and 2020, the Company received advances from an unrelated party of $623,515 and $nil, respectively and repaid advances from an unrelated party of $24,425 and nil, respectively. During the six months ended December 31, 2021 and 2020, the expenses of $2,463 and $20,075, respectively, were paid directly through the unrelated party. As of December 31, 2021 and June 30, 2021, the Company has recorded a liability due to the unrelated party of $1,188,470 and $585,957, respectively. These amounts are unsecured, non-interest bearing and due on demand. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Note 9 - Commitments and Contingencies | Note 9 – Commitments and Contingencies Other Matters On July 1, 2019, the Company entered into a corporate services agreement (the “Corporate Services Agreement”) with Nami Development Capital Sdn. Bhd. (“NDC”). Pursuant to the terms of the Corporate Services Agreement, NDC will provide general corporate and administrative services, including, but not limited to, accounting and payroll services and human resources support, to the Company and SBS. The Company and SBS will each pay a monthly retainer and reimburse the out-of-pocket expenses reasonably incurred by NDC in connection with the provision of these services as compensation to NDC. Additionally, the Company and SBS will each reimburse NDC for any service taxes, as well as any other taxes, incurred in connection with NDC’s carrying out this Corporate Services Agreement. Either party may terminate the Corporate Services Agreement upon 90 days’ written notice, provided that the non-terminating party reserves the right to negotiate for a longer period in order to effect an orderly transition. Prior to Q2 2019, the Company and NDC were determined to be related parties by virtue of their relationships with Mr. Lew Sze How and Mr. MW Jason Chan. Messrs. Lew and Chan were directors and shareholders of NDC while serving as officers of the Company. However, on May 30, 2019, Messrs. Lew and Chan resigned as directors of NDC; and on June 14, 2019, they ceased to be shareholders of NDC. Messrs. Lew and Chan remain officers of the Company. Accordingly, the Company and NDC are no longer related parties. From time to time the Company may be subject to proceedings, lawsuits, and other claims related to government agencies, operations, shareholders and contracts. The Company is required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of accrual required, if any, for these contingencies is made after analysis of each matter. The required accrual, if any, may change in the future due to new developments in each matter or changes in settlement strategies. The Company does not believe that there are presently any such matters that will have a material adverse effect on its financial condition or results of operations. Potential Acquisition On January 17, 2019, Nami entered into a Letter of Intent with Pembinaan Kaya Hebat Sdn Bhd, a Malaysian corporation engaged in granite mining business (“PKH”) for the acquisition by NAMI of up to one hundred percent (100%) of the issued and outstanding capital stock of PKH with consideration at a purchase price at fair market value (the “Acquisition”). The completion of the Acquisition is subject to various conditions precedent, including but not limited to negotiating and execution a form of purchase agreement that is acceptable to both parties, approval of the financial statements of both parties, and fair market valuation of PKH which is not probable as of the date of these financial statements. In the event that Nami is able to complete the Acquisition, it intends to operate PKH as its wholly owned subsidiary or a majority-owned subsidiary. |
Share Capital
Share Capital | 6 Months Ended |
Dec. 31, 2021 | |
Share Capital | |
Note 10 - Share Capital | Note 10 – Share Capital Common Stock The Company’s capitalization is 5,000,000,000 common shares with a par value of $0.001 per share. As of December 31, 2021, the Company has not granted any stock options and has not recorded any stock-based compensation. On July 4, 2018, the Company entered into a Share Exchange Agreement with GMCI, as the shareholder (the “SBS Shareholders”) of SBS Mining Corp. Malaysia Sdn. Bhd., a Malaysian corporation (“SBS”), pursuant to which the Company acquired 100% of the issued and outstanding shares of SBS from GMCI in exchange for the issuance of 720,802,346 shares of the Company to GMCI. As a result of Exchange, SBS became wholly owned subsidiary of NAMI and GMCI became majority shareholder of NAMI owning 50.51% of capital stock of the Company. On July 19, 2018, the Company was notified that GMCI approved and declared a dividend of shares of Nami to the stockholders of GMCI, on a pro rata basis, determined in accordance with the number of shares of capital stock of GMCI held by such stockholders, thereby transferring ownership of 100% of the outstanding shares of Nami held by GMCI to the stockholders of the GMCI (collectively, the “Nami Stock Dividend”). The Nami Stock Dividend was completed on August 21, 2018. As of December 31, 2021 and June 30, 2021, the Company had 1,426,927,346 common shares issued and outstanding. Preferred Shares - SBS In August 2018, SBS designated a new class of preferred equity, designated the 12% redeemable cumulative preference shares, in its attempt to raise capital for business expansion and exploration and mining activities. SBS authorized the issuance of up to 50 million shares at the issue price of RM 1.0 per share. The new preferred equity carries a cumulative 12% preferred dividend, payable on a quarterly basis, based on the issue price of the preferred security. The preferred dividend will have priority to any payment of dividends on the common equity. The preferred shares automatically convert to NAMI Corp common shares two years after issuance if not converted earlier at the rate of USD $1.50 on then value translated into USD of each 12% redeemable cumulative preference share. In the event of the liquidation or winding up of SBS, the preferred shares are entitled to distributions prior to any amounts distributed to the common equity holders. The holders of the preferred shares, so long as the cumulative preferred dividend is timely paid each quarter, have no general voting rights, but have rights to vote on any matters that effect the provisions of the preference shares. In the event that SBS fails to timely make its quarterly dividend payment, the holders of the preferred equity receive the right to vote on any and all general corporate matters on a 1 for 1 basis with the number of preferred shares held. As of December 31, 2021 and June 30, 2021, dividends in arrears totaled $16,109 (MYR 67,200) and $12,146 (MYR 50,400), respectively. The Company has determined that the COVID 19 provisions passed by the Government of Malaysia are in essence force majeure provisions, and therefore the failure to pay the dividends and convert under the agreements are not enforceable by the holders. The Company has informed the preferred shareholders of its intention to make final dividend payments and convert their shares into common shares of Nami Corp. on or about December 2021. The preferred shareholders have accepted the Company’s new proposed payment schedule. In August 2018, the Company received approximately $59,530 (MYR 240,000) in the first subscription of its 12% redeemable cumulative preference shares (see below). In August 2018, the Company received approximately $8,878 (MYR 40,000) in a second subscription of its 12% redeemable cumulative preference shares (see below). The preferred share subscription offering was closed on February 28, 2019. Instruments Convertible into Common or Preferred Shares As at December 31, 2021, SBS had 280,000 shares of preferred stock outstanding which are convertible into 44,764 common shares. |
Sea Sand Mining Project
Sea Sand Mining Project | 6 Months Ended |
Dec. 31, 2021 | |
Sea Sand Mining Project | |
Note 11 - Sea Sand Mining Project | Note 11 – Sea Sand Mining Project On August 30, 2017, SBS entered into an irrevocable right of use (“IRU”) agreement with JHW Holdings Sdn. Bhd. (“JHW”), whereby SBS was given exclusive rights to operate mining and extraction activities on the designated area (1,113 square kilometers outside the waters of the state of Terengganu, Malaysia, subject to certain terms and conditions therein) and manage all matters relating to the operations. The Company currently estimates that the acreage available under the IRU will provide approximately 5 years of sustained mining operations. As part of the IRU, the Company is responsible for all permitting costs (both for mining operation and for the right to sell the mined sand internationally) at both the state and federal levels of all applicable ministries and departments in Malaysia. As compensation for the IRU, the Company is obligated to remit to JHW on a quarterly basis, 25% of the profits from the mining activities, as defined within the agreement. The Company submitted the required environmental and engineering assessments as part of the permitting process for approximately 383 square kilometers, As of June 30, 2019, SBS had capitalized $343,629 (MYR 1,466,541) of concession acquisition costs associated with the permit applications for the project. During the year ended June 30, 2020, amortization of $116,302 (MYR 488,847) was recorded. SBS is amortizing the costs over the three-year life of the mining permit issued. On June 30, 2020, the Company determined that the recoverable amount of the concession acquisition costs was $nil and recorded an impairment loss of $182,383 associated with the write-down. In April 2021, the Malaysia Ministry of Energy and Natural Resources granted JHW a license approval for the export of sea sand dredged from the current license area. The export license is restricted as follows (a) the license extends for so long as the dredging license remains active (b) exports may only occur to China, Japan and Hong Kong (c) limited to approximately 19.64 million in cubic meters of sea sand that may be exported and (d) the licensee is required to abide with the conditions and requirements under the Sea Sand Mining License clauses under the Continental Shelf Act of Malaysia of 1966, as prescribed by the Department of the Director General of Lands and Mines. In the third and 4 th |
Sea Sand Dredging Project Finan
Sea Sand Dredging Project Financing | 6 Months Ended |
Dec. 31, 2021 | |
Sea Sand Dredging Project Financing | |
Note 12 - Sea Sand Dredging Project Financing | Note 12 – Sea Sand Dredging Project Financing Project advances In December 2020, the Company accepted an offer from Royal Resources PTE Ltd. (“Royal Resources”) related to a Sea Sand Dredging Project (the “Sea Sand Dredging Project”) located at Kawasan Luar Perairan Negeri Terengganu. In accordance with the offer, an advance payment (the “Advance”) of $49,236 (MYR 200,000) was required upon signing of the acceptance letter and was received during the nine months ended March 31, 2021. Until such time as a formal agreement is reached and signed, the Company as of December 31, 2021, treated the amount received as a non-interest bearing, undocumented advance, due upon demand. Upon signing an agreement with Royal Resources, the Company will receive an additional approximate $431,500 (MYR 1,800,000) from Royal Resources. In April 2021, the Company received advances from two investors (the “Investors”) related to this Sea Sand Dredging Project with total proceeds of $48,476 (MYR 200,000). Upon receipt of the funds, the Company had treated the amounts received as undocumented, non-interest bearing, due on demand advances. On August 3, 2021, the Company entered into agreements with the two investors and reclassified these deposits to project investment financing debt. Project Investment financing debt In May 2021, the Company received proceeds of approximately $484,760 (MYR 2,000,000) in exchange for a debt agreement wither certain investors. As part of the financing agreement, in the event that the Company is unsuccessful in exporting for sale sea sand dredged from its license area, is required to repay the amount of the debt in full with 2% interest per annum, calculated on a daily basis. In the event that the Company is successful in obtaining an export license and upon obtaining an environmental management plan, the Company is required to begin 18 monthly payments with a guaranteed monthly payment of approximately $0.48 (RM 2) per cubic meter of dredged sand sold and 200,000 cubic meters per month, which is approximately $95,900 (MYR 400,000). As part of the agreement, certain directors of SBS and the Company guaranteed approximately $1,198,600 (MYR 5,000,000) to the investors. On August 3, 2021, the Company reached debt agreements with two investors who had provided financing of approximately $48,476 (MYR 200,000) to the Company in April 2021. As part of the financing agreement, in the event that the Company is unsuccessful in exporting for sale sea sand dredged from its license area, the Company will be required to repay the amount of the debt in full with 2% interest per annum, calculated on a daily basis. In the event that the Company is successful in obtaining an export license and upon obtaining an environmental management plan, the Company is required to begin 18 monthly payments with a guaranteed monthly payment of approximately $0.02 (RM 0.10) per cubic meter of dredged sand sold and 200,000 cubic meters per month, which is approximate $4,800 (MYR 20,000). The Company has accounted for the settlement feature that requires repayment based on a minimum of dredged sand as a derivative. The Company valued the alternate payment stream by computing the difference in discounted value of the debt instrument between the imputed rate of the payment stream to certain pricing services Junk debt in the United States (as there is no readily available widely used service in Malaysia) as of the inception dates in May 2021 and August 2021 of approximately 43% and 41%, respectively and estimating that payments would begin in February 2021 at inception and then accelerating repayment beginning in August 2021 as of June 30, 2021 for the May 2021 investment. At inception, the Company recorded derivative liabilities in the amount of $345,369 and $35,317, on the May 2021 and August 2021 debt agreements, respectively, which have been recorded as a discount to the amount loaned to the Company. From inception of the instruments through December 31, 2021, the Company recorded cumulative income from the change in fair value of bifurcated derivative of $35,801 and amortization of debt discount of $363,130. The following table shows the activity for the fair value of the derivative liability for December 31, 2021 and June 30, 2021: Fair value at June 30, 2020 $ - Additions 345,369 Change in fair value (137,186 ) Change in foreign exchange 786 Redemption - Fair value at June 30, 2021 $ 208,969 Additions 16,846 Change in fair value 170,271 Change in foreign exchange (1,164 ) Redemption - Fair value at September 30, 2021 $ 394,922 Additions - Change in fair value (68,886 ) Change in foreign exchange 2,458 Redemption - Fair value at December 31, 2021 $ 328,494 The following table shows the Fair Value classification of the derivative liability above as of December 31, 2021 and June 30, 2021: Fair value measured at December 31, 2021 Quoted price in active markets (Level 1) Significant other inputs (Level 2) Significant unobservable inputs (Level 3) Total Financial liabilities at fair value Project financing liability $ - $ - $ 328,494 $ 328,494 Total Financial liabilities at fair value $ - $ - $ 328,494 $ 328,494 Fair valued measured at June 30, 2021 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Financial liabilities at fair value: Project financing liability $ - $ - $ 208,969 $ 208,969 Total financial liabilities at fair value $ - $ - $ 208,969 $ 208,969 |
Short-term loans
Short-term loans | 6 Months Ended |
Dec. 31, 2021 | |
Short-term loans | |
Note 13 - Short-term loans | Note 13 – Short-term loans (I) On August 25, 2021, the Company entered into a short-term loan agreement, in which the Company received approximately $47,700 (MYR 200,000), with principal and interest of approximately $2,385 (MYR 10,000) due in full on September 30, 2021. During the six months ended December 31, 2021, the Company paid the principal and interest balances in full and recorded interest expense of $2,385 (MYR 10,000), and as of December 31, 2021 there were no remaining liabilities associated with this short-term loan agreement. (ii) On August 25, 2021, the Company entered into an additional short-term loan agreement, in which the Company received approximately $42,900 (MYR 200,000), with principal and interest of approximately $858 (MYR 3,600) due in full on September 30, 2021. The Company did not repay the balance prior to the deadline, and as of December 31, 2021, the Company had defaulted on this loan, resulting in a default interest rate of 2% per month until the debt has been repaid in full. During the six months ended December 31, 2021, the Company recorded interest expense of $3,452 (MYR 14,400) associated with the loan. As of December 31, 2021, the remaining principal balance of the loan is approximately $43,150 (MYR 180,000) and accrued interest is approximately $3,452 (MYR 14,400). |
Geographic Segment Reporting
Geographic Segment Reporting | 6 Months Ended |
Dec. 31, 2021 | |
Geographic Segment Reporting | |
Note 14 - Geographic Segment Reporting | Note 14 – Geographic Segment Reporting The following table shows operating activities information by geographic segment for the six months ended December 31, 2021 and 2020: Six Months Ended December 31, 2021 USA Malaysia (As Restated) Total (As Restated) Revenue $ - $ - $ - Cost of Goods Sold - (24 ) (24 ) Depreciation of property, plant and equipment - (2,918 ) (2,918 ) General and administrative expenses (52,734 ) (33,250 ) (85,984 ) Professional fees (127,351 ) (955 ) (128,306 ) Exploration expenditures - (212,785 ) (212,785 ) Other expenses (30,256) (846,549 ) (876,805 ) Net loss $ (210,341 ) $ (1,096,481 ) $ (1,306,822 ) Six Months Ended December 31, 2020 USA Malaysia Total Revenue $ - $ - $ - Cost of Goods Sold - - - Depreciation of property, plant and equipment - (3,084 ) (3,084 ) General and administrative expenses including related party (21,187 ) (11,397 ) (32,584 ) Professional fees (8,497 ) - (8,497 ) Other expenses (30,255 ) (72,944 ) (103,199 ) Net loss $ (59,939 ) $ (87,425 ) $ (147,364 ) The following table shows assets information by geographic segment at December 31, 2021 and June 30, 2021: As of December 31, 2021 USA Malaysia (As Restated) Total (As Restated) Current assets $ - $ 33,736 $ 33,736 Property and equipment, net - 19,776 19,776 Total assets $ - $ 53,512 $ 53,512 As of June 30, 2021 USA Malaysia Total Current assets $ - $ 56,159 $ 56,159 Property and equipment, net - 22,826 22,826 Total assets $ - $ 78,985 $ 78,985 |
Risks And Uncertainties
Risks And Uncertainties | 6 Months Ended |
Dec. 31, 2021 | |
Risks And Uncertainties | |
Note 15 - Risks And Uncertainties | Note 15 – Risks And Uncertainties In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no retroactive material adverse impacts on the Company’s results of operations and financial position at December 31, 2021. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company in the future. The Company is not 10-Q. may |
Subsequent events
Subsequent events | 6 Months Ended |
Dec. 31, 2021 | |
Subsequent events | |
Note 16 - Subsequent events | Note 16 – Subsequent Events Subsequent to December 31, 2021, the Company received advances from an unrelated party totaling approximately $8,870 (MYR 37,000), repaid advances to an unrelated party of $6,852 (MYR 28,583), received advances from related parties of $64,050 (MYR 267,187), and repaid related party advances of 11,986 (MYR 50,000). |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2021 | |
Organization and Summary of Significant Accounting Policies | |
Fiscal Year | The Company’s fiscal year end is June 30. |
Basis of Presentation | The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and are presented in U.S. dollars. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Form 10-K filed on November 3, 2021. The results of operations for the periods ended December 31, 2021 are not necessarily indicative of the operating results for the full years. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented, all such adjustments were of a normal and recurring nature. |
Principles of Consolidation | The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary SBS Mining Corp. Malaysia Sdn. Bhd. All significant intercompany accounts and transactions have been eliminated. |
Reclassifications | Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported net (loss). |
Use of Estimates and Assumptions | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The Company has significant estimates in regards to the inputs used for valuation of the derivative associated with the contingent interest of its Project Investment Financing debt. Actual results when ultimately realized could differ from these estimates. |
Revenue Recognition | The Company recognizes revenue from the sale of mined sand from the Sea Sand Mining Project (see Note 10) in accordance with ASC 606 “ Revenue Recognition Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation The Company’s sales are derived from the sale of mined sand to our customers. The Company recognizes revenue at a point in time when it satisfies its obligation by transferring control of the mined sand to the customer. The cost of sales includes dredging cost, rental of land, docket fees and site expenses. During the six months ended December 31, 2021 and 2020, the Company did not record any revenue and recorded cost of sales and gross loss of $24 and nil, respectively. |
Cash and Cash Equivalents | The company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2021 and June 30, 2021, cash includes cash on hand and cash in the bank. The Company operates in Malaysia where deposit insurance for deposits is provided up to RM 250,000 (approximately US $60,000). From time to time the Company’s account balances may exceed that limit. |
Inventories | Inventories are stated at lower of cost or net realizable value, with cost being determined on the weighted average method. No reserves are considered necessary for slow moving or obsolete inventory as inventory on hand at quarter-end was produced near the end of the quarter end. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required. The Company started to produce mined sand from the Sea Sand Mining Project in October 2019. During the six months ended December 31, 2021 and 2020, the Company did not produce any mined sand. Additionally, the Company did not hold any inventories as of December 31, 2021 and June 30, 2021. |
Fair Value of Financial Instruments | The Company’s financial instruments consist primarily of cash and equivalents, other receivables and deposits, due from related party, accounts payable, other payables and accruals, due to related party, due to unrelated party, project advances and royalty obligation. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The Company adopted ASC Topic 820, Fair Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. The three-level hierarchy for fair value measurements is defined as follows: Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets; Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active; Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement As of December 31, 2021 and June 30, 2021, on a recurring basis, the Company measures its project financing debt as a Level 3 input. |
Foreign Currencies | Functional and Presentation Currency - Transactions and Balances |
Plant and Equipment Depreciation | Plant and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Depreciation is calculated on a straight-line basis to write off the cost of plant and equipment over their expected useful lives at the following annual rates: Motor Vehicles 20 % Office equipment 33 % Tools and equipment 33 % Computer and software 33 % Leasehold improvements Term of lease Furniture and Fixtures 33 % |
Mineral Properties | The Company is engaged in the business of the acquiring, exploring, developing, mining, and producing mineral properties and or resources, with a current emphasis on sea sand mining (see Note 10) and previous emphasis on iron ore, bauxite and tin. Mineral claims and other property acquisition costs are capitalized as incurred. Such costs are carried as an asset of the Company and JHW until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations. Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the exploration costs, along with mine development costs, are capitalized. The costs of acquiring mineral claims, capitalized exploration costs, and mine development costs are recognized for depletion and amortization purposes under the units-of-production method over the estimated life of the probable and proven reserves. If mineral properties, exploration, or mine development activities are subsequently abandoned or impaired, any capitalized costs are charged to operations in the current period. |
Exploration Expenditures | Exploration, acquisition (except for property purchase costs), and general and administrative costs related to exploration projects and prospecting activities are charged to expense as incurred. During six months ended December 31, 2021 and 2020, the Company recorded exploration expenditures of $212,785 and nil, respectively. Such expenditures have been incurred in order to provide the information necessary to the Malaysian Department of the Environment to work towards the renewal of its dredging license for three additional years and to expand the potential cubic meters available to dredge within its current license area from the current 19.1 km to 40 km. The Company’s policy is to expense these costs as incurred. |
Impairment of Long-Lived Assets | Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. The Company did not record any impairment of long-lived assets during the six months ended December 31, 2021 and 2020. |
Leases | FASB ASC 840 “Leases” requires lessees to record lease assets and liabilities for operating leases and disclose key information about leasing arrangements. Upon entering into an arrangement, the Company evaluates whether the arrangement provides the Company with the ability to control the use of the asset over the term of the lease. If an arrangement contains a lease, upon commencement of the arrangement, the company recognizes an operating lease right-of-use asset and a corresponding operating lease liability. The amount of the operating lease right-of-use asset is measured utilizing the present value of the future minimum lease payments over the lease term. The Company has not recognized any right-of-use assets or lease liabilities as of December 31, 2021 and June 30, 2021. |
Segment Reporting | FASB ASC 820 “Segments Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. Our proposed future business segments are expected to span more than one geographical area. Specifically, the Company intends to generate revenue through mineral trading and exploration activities. See Note 13. |
Income Taxes | On July 1, 2021, the Company adopted Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This standard has been adopted on a prospective basis and the adoption of this standard does not have a material impact on the Company’s financial statements. The asset and liability method is used in the Company’s accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. In estimating future tax consequences, all expected future events are considered other than enactment of changes in the tax law or rates. The Company adopted ASC 740 “Income Taxes,” The determination of recording or releasing tax valuation allowance is made, in part, pursuant to an assessment performed by management regarding the likelihood that the Company will generate future taxable income against which benefits of its deferred tax assets may or may not be realized. |
Loss Per Share | The Company follows the provisions of ASC Topic 260, Earnings per Share Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the company’s common stock that could increase the number of shares outstanding and lower the earnings per share of the company’s common stock. This calculation is not done for periods in a loss position as this would be antidilutive. As of December 31, 2021 and June 30, 2021, there were approximately 44,633 and 44,985 potentially diluted common shares outstanding from 280,000 shares of preferred stock, respectively. |
Stock-based compensation | Effective July 1, 2020, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This update addresses several aspects of the accounting for nonemployee share-based payment transactions and expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The main provisions of the update change the way nonemployee awards are measured in the financial statements. Under the simplified standards, nonemployee options will be valued once at the date of grant, as compared to at each reporting period end under ASC 505-50. At adoption, all awards without established measurement dates will be revalued one final time, and a cumulative effect adjustment to retained earnings will be recorded as the difference between the pre-adoption value and new value. Companies will be permitted to make elections to establish the expected term and either recognize forfeitures as they occur or apply a forfeiture rate. Compensation expense recognition using a graded vesting schedule will no longer be permitted. This pending content is the result of the FASB’s Simplification Initiative, to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. The adoption of this new standard had no impact on the Company’s financial statements. |
Recently issued accounting pronouncements | There are several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of December 31, 2021, none of these pronouncements are expected to have a material effect on the financial position, results of operations or cash flows of the Company. Under the JOBS Act, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have opted to take advantage of this extended transition period. Since we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be comparable to financial statements of companies that comply with public company effective dates. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Organization and Summary of Significant Accounting Policies | |
Schedule of plant and equipment expected useful lives | Motor Vehicles 20 % Office equipment 33 % Tools and equipment 33 % Computer and software 33 % Leasehold improvements Term of lease Furniture and Fixtures 33 % |
Restatement for Correction of_2
Restatement for Correction of an Error (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Restatement for Correction of an Error | |
Schedule of Restatement for Correction of Error | As of December 31, 2021 As filed As amended Difference Deferred dredging development costs $ 204,961 $ - $ (204,961 ) Total assets 258,473 53,512 (204,961 ) Retained deficit $ 7,996,151 $ 8,200,568 $ 204,417 Accumulated other comprehensive income 72,984 72,440 (544 ) Total stockholders’ deficit (5,720,413 ) (5,925,374 ) (204,961 ) Total liabilities and stockholders’ deficit 258,473 53,512 (204,961 ) For the three months ended December 31, 2021 As filed As amended Difference Condensed Consolidated Statements of Operations and Comprehensive loss Exploration expenditures (3 months) $ 8,368 $ 212,785 $ 204,417 Operating expenses (3 months) $ 124,501 $ 328,918 $ 204,417 Net loss (3 months) $ 336,562 $ 540,979 $ 204,417 Foreign currency translation adjustments (3 months) $ (8,708 ) $ (9,252 ) $ (544 ) Total comprehensive loss (3 months) $ 345,270 $ 550,231 $ 203,873 For the six months ended December 31, 2021 As filed As amended Difference Condensed Consolidated Statements of Operations and Comprehensive loss Exploration expenditures (6 months) $ 8,368 $ 212,785 $ 204,417 Operating expenses (6 months) $ 225,576 $ 429,993 $ 204,417 Net loss (6 months) $ 1,102,405 $ 1,306,822 $ 204,417 Foreign currency translation adjustments (6 months) $ 11,312 $ 10,768 $ (544 ) Total comprehensive loss (6 months) $ 1,091,093 $ 1,296,054 $ 203,873 For the six months ended December 31, 2021 As filed As amended Difference Condensed Consolidated Statements of Cash Flows Net loss $ (1,102,405 ) $ (1,306,822 ) $ (204,417 ) Cash used in operating activities (585,595 ) (701,282 ) (115,687 ) Accounts payable and accrued liabilities (28,977 ) 59,753 88,730 Dredging development expenditures (115,687 ) - 115,687 Cash used in investing activities (115,687 ) - (115,687 ) |
Plant and Equipment (Tables)
Plant and Equipment (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Plant and Equipment | |
Schedule of plant and equipment | December 31, June 30, 2021 2021 Cost Motor Vehicles $ 15,582 $ 15,665 Office equipment 25,519 25,654 Computers and software 13,546 13,618 Tools and equipment 508 511 Furniture and Fixture 37,237 37,434 92,392 92,882 Accumulated Depreciation (72,616 ) (70,056 ) Plant and Equipment, Net $ 19,776 $ 22,826 |
Other receivable and deposits (
Other receivable and deposits (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Other receivable and deposits | |
Schedule of other receivable and deposits | December 31, June 30, 2021 2021 Sundry receivables $ 24,699 $ 24,830 Other receivable 6,353 6,386 Deposits, including utility, security deposits 935 940 $ 31,987 $ 32,156 |
Related party advances and ex_2
Related party advances and expenses (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Related party advances and expenses | |
Schedule of advances from related parties | December 31, June 30, 2021 2021 Advances from SBS Directors $ 1,090,755 $ 1,058,947 Advances from related party 1,806,419 1,809,390 Advances from holding company 715,265 719,055 Total $ 3,612,439 $ 3,587,392 |
Sea Sand Dredging Project Fin_2
Sea Sand Dredging Project Financing (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Sea Sand Dredging Project Financing | |
Fair value of derivative liability | Fair value at June 30, 2020 $ - Additions 345,369 Change in fair value (137,186 ) Change in foreign exchange 786 Redemption - Fair value at June 30, 2021 $ 208,969 Additions 16,846 Change in fair value 170,271 Change in foreign exchange (1,164 ) Redemption - Fair value at September 30, 2021 $ 394,922 Additions - Change in fair value (68,886 ) Change in foreign exchange 2,458 Redemption - Fair value at December 31, 2021 $ 328,494 |
Schedule of Fair Value classification of the derivative liability | Fair value measured at December 31, 2021 Quoted price in active markets (Level 1) Significant other inputs (Level 2) Significant unobservable inputs (Level 3) Total Financial liabilities at fair value Project financing liability $ - $ - $ 328,494 $ 328,494 Total Financial liabilities at fair value $ - $ - $ 328,494 $ 328,494 Fair valued measured at June 30, 2021 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Financial liabilities at fair value: Project financing liability $ - $ - $ 208,969 $ 208,969 Total financial liabilities at fair value $ - $ - $ 208,969 $ 208,969 |
Geographic Segment Reporting (T
Geographic Segment Reporting (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Geographic Segment Reporting | |
Schedule of Operating activities information | Six Months Ended December 31, 2021 USA Malaysia (As Restated) Total (As Restated) Revenue $ - $ - $ - Cost of Goods Sold - (24 ) (24 ) Depreciation of property, plant and equipment - (2,918 ) (2,918 ) General and administrative expenses (52,734 ) (33,250 ) (85,984 ) Professional fees (127,351 ) (955 ) (128,306 ) Exploration expenditures - (212,785 ) (212,785 ) Other expenses (30,256) (846,549 ) (876,805 ) Net loss $ (210,341 ) $ (1,096,481 ) $ (1,306,822 ) Six Months Ended December 31, 2020 USA Malaysia Total Revenue $ - $ - $ - Cost of Goods Sold - - - Depreciation of property, plant and equipment - (3,084 ) (3,084 ) General and administrative expenses including related party (21,187 ) (11,397 ) (32,584 ) Professional fees (8,497 ) - (8,497 ) Other expenses (30,255 ) (72,944 ) (103,199 ) Net loss $ (59,939 ) $ (87,425 ) $ (147,364 ) |
Schedule of Assets information | As of December 31, 2021 USA Malaysia (As Restated) Total (As Restated) Current assets $ - $ 33,736 $ 33,736 Property and equipment, net - 19,776 19,776 Total assets $ - $ 53,512 $ 53,512 As of June 30, 2021 USA Malaysia Total Current assets $ - $ 56,159 $ 56,159 Property and equipment, net - 22,826 22,826 Total assets $ - $ 78,985 $ 78,985 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details) | 6 Months Ended |
Dec. 31, 2021 | |
Leasehold Improvements [Member] | |
Plant and equipment, description for rate of depreciation | Term of lease |
Motor Vehicles [Member] | |
Plant and equipment, rate of depreciation | 20.00% |
Office Equipment [Member] | |
Plant and equipment, rate of depreciation | 33.00% |
Tools and Equipment [Member] | |
Plant and equipment, rate of depreciation | 33.00% |
Computer and Software [Member] | |
Plant and equipment, rate of depreciation | 33.00% |
Furniture and Fixtures [Member] | |
Plant and equipment, rate of depreciation | 33.00% |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jul. 12, 2018 | Jul. 19, 2018 | Dec. 31, 2021 | Jun. 30, 2021 |
Gross loss | $ 24 | |||
Cash insured amount | $ 60,000 | $ 60,000 | ||
Preferred stock outstanding | 280,000 | |||
Potentially diluted common shares outstanding | 44,633 | 44,985 | ||
Exploration expenditures | $ 212,785 | |||
Description for dividend declared by GMCI | the Company was notified that GMCI approved and declared a dividend of shares of Nami to the stockholders of GMCI, on a pro rata basis, determined in accordance with the number of shares of capital stock of GMCI | |||
GMCI [Member] | ||||
Common stock issuance | 720,802,346 | |||
Outstanding shares acquired | 100.00% | |||
Pre-merger issued and outstanding shares | 102.08% | |||
Description for dividend declared by GMCI | the Company was notified that the Board of GMCI deemed it to be in the best interests of GMCI and its stockholders for GMCI to approve and declare a dividend of restrictive shares of Nami to the stockholders of GMCI, on a pro rata basis, determined in accordance with the number of shares of capital stock of GMCI held by such stockholders, thereby transferring ownership of 100% of the outstanding restricted shares of Nami owned directly by GMCI to the stockholders of GMCI (collectively, the “Nami Stock Dividend”). |
Going Concern (Details Narrativ
Going Concern (Details Narrative) | 6 Months Ended |
Dec. 31, 2021USD ($) | |
Going Concern | |
Net Loss | $ (1,102,405) |
Working capital deficit | 5,400,000 |
Cash in hand | $ 1,700 |
Restatement for Correction of_3
Restatement for Correction of an Error (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Deferred dredging development costs | $ 0 | $ 0 | $ 0 | |||||
TOTAL ASSETS | 53,512 | 53,512 | 78,985 | |||||
Accumulated deficit | 8,200,568 | 8,200,568 | 6,893,746 | |||||
Accumulated other comprehensive income | 72,440 | 72,440 | 61,672 | |||||
Stockholders' deficit | (5,925,374) | $ (5,428,944) | $ (4,373,713) | $ (4,278,997) | (5,925,374) | $ (4,373,713) | (4,736,663) | $ (4,189,609) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 53,512 | 53,512 | $ 78,985 | |||||
Exploration expenditures | 212,785 | 0 | 212,785 | 0 | ||||
Total Operating Expenses | 328,918 | 20,206 | 429,993 | 44,165 | ||||
Net loss | (540,979) | $ (765,843) | (72,476) | $ (74,888) | (1,306,822) | (147,364) | ||
Foreign currency translation adjustments | (9,252) | (75,825) | 10,768 | (142,969) | ||||
Total Comprehensive Loss | (550,231) | $ (148,301) | (1,296,054) | (290,333) | ||||
Accounts payable and accrued liabilities | 59,753 | 7,444 | ||||||
Dredging development expenditures | 0 | |||||||
Net cash used in operating activities | (701,282) | (11,126) | ||||||
Net cash provided by (used in) investing activities | 0 | $ 0 | ||||||
As Filed [Member] | ||||||||
Deferred dredging development costs | 204,961 | 204,961 | ||||||
TOTAL ASSETS | 258,473 | 258,473 | ||||||
Accumulated deficit | 7,996,151 | 7,996,151 | ||||||
Accumulated other comprehensive income | 72,984 | 72,984 | ||||||
Stockholders' deficit | (5,720,413) | (5,720,413) | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 258,473 | 258,473 | ||||||
Exploration expenditures | 8,368 | 8,368 | ||||||
Total Operating Expenses | 124,501 | 225,576 | ||||||
Net loss | (336,562) | (1,102,405) | ||||||
Foreign currency translation adjustments | (8,708) | 11,312 | ||||||
Total Comprehensive Loss | (345,270) | (1,091,093) | ||||||
Accounts payable and accrued liabilities | (28,977) | |||||||
Dredging development expenditures | (115,687) | |||||||
Net cash used in operating activities | (585,595) | |||||||
Net cash provided by (used in) investing activities | (115,687) | |||||||
Difference [Member] | ||||||||
Deferred dredging development costs | (204,961) | (204,961) | ||||||
TOTAL ASSETS | 204,961 | 204,961 | ||||||
Accumulated deficit | 204,417 | 204,417 | ||||||
Accumulated other comprehensive income | (544) | (544) | ||||||
Stockholders' deficit | (204,961) | (204,961) | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 204,961 | 204,961 | ||||||
Exploration expenditures | 204,417 | 204,417 | ||||||
Total Operating Expenses | 204,417 | 204,417 | ||||||
Net loss | (204,417) | (204,417) | ||||||
Foreign currency translation adjustments | (544) | (544) | ||||||
Total Comprehensive Loss | $ (203,873) | (203,873) | ||||||
Accounts payable and accrued liabilities | 88,730 | |||||||
Dredging development expenditures | 115,687 | |||||||
Net cash used in operating activities | (115,687) | |||||||
Net cash provided by (used in) investing activities | $ (115,687) |
Advance Payment on Mineral Tr_2
Advance Payment on Mineral Trading Related Party (Details Narrative) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2018MYR (RM) | Jun. 30, 2016USD ($) | |
Repayments of related party received | $ 10,759 | $ 2,187 | ||
Malaysia, Ringgits [Member] | Tranche One [Member] | ||||
Repayments of related party received | RM | RM 500,000 | |||
Malaysia, Ringgits [Member] | Tranche Two [Member] | ||||
Repayments of related party received | RM | RM 300,000 | |||
Sincere Pacific Mining Sdn. Bhd. [Member] | ||||
Advance payment on mineral trading | $ 614,000 | |||
Impairment of mineral trading expenses | $ 186,372 |
Plant and Equipment (Details)
Plant and Equipment (Details) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Cost | ||
Plant and Equipment Gross | $ 92,392 | $ 92,882 |
Accumulated Depreciation | (72,616) | (70,056) |
Plant and Equipment, Net | 19,776 | 22,826 |
Motor Vehicles [Member] | ||
Cost | ||
Plant and Equipment Gross | 15,582 | 15,665 |
Office Equipment [Member] | ||
Cost | ||
Plant and Equipment Gross | 25,519 | 25,654 |
Tools and Equipment [Member] | ||
Cost | ||
Plant and Equipment Gross | 508 | 511 |
Computer and Software [Member] | ||
Cost | ||
Plant and Equipment Gross | 13,546 | 13,618 |
Furniture and Fixtures [Member] | ||
Cost | ||
Plant and Equipment Gross | $ 37,237 | $ 37,434 |
Plant and Equipment (Details Na
Plant and Equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Plant And Equipment [Member] | ||
Depreciation | $ 2,918 | $ 3,084 |
Other receivable and deposits_2
Other receivable and deposits (Details) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Other receivable and deposits | ||
Sundry receivables | $ 24,699 | $ 24,830 |
Other receivable | 6,353 | 6,386 |
Deposits, including utility, security deposits | 935 | 940 |
Other receivable and deposits | $ 31,987 | $ 32,156 |
Related party advances and ex_3
Related party advances and expenses (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 |
Total | $ 3,612,439 | $ 3,612,439 | $ 3,587,392 |
Advances from SBS Directors [Member] | |||
Total | 1,090,755 | 1,058,947 | |
Advances from related party [Member] | |||
Total | 1,806,419 | 1,809,390 | |
Advances from holding company [Member] | |||
Total | $ 715,265 | $ 719,055 |
Related party advances and ex_4
Related party advances and expenses (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Imputed interest rate | 6.50% | 6.50% | |||||
Imputed interest | $ 53,801 | $ 53,542 | $ 53,585 | $ 52,644 | $ 107,343 | $ 106,229 | |
Advances received from related parties | $ 431,500 | 47,980 | 13,353 | ||||
Director [Member] | |||||||
Advances received from related parties | 47,980 | 13,353 | |||||
Repayments of related party advances | $ 10,759 | $ 2,187 |
Due from unrelated parties (Det
Due from unrelated parties (Details Narrative) - USD ($) | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Sea Sand Dredging Project Financing | |||
Advances received from unrelated parties | $ 623,515 | ||
Repayment of advances received from unrealted party | 24,425 | $ 0 | |
Liability due to unrelated party | 1,188,470 | $ 585,957 | |
Payment of expenses by unrelated party | $ 2,463 | $ 20,075 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 1 Months Ended |
Jan. 17, 2019 | |
Commitments and Contingencies | |
Description for Letter of Intent | Nami entered into a Letter of Intent with Pembinaan Kaya Hebat Sdn Bhd, a Malaysian corporation engaged in granite mining business (“PKH”) for the acquisition by NAMI of up to one hundred percent (100%) of the issued and outstanding capital stock of PKH with consideration at a purchase price at fair market value (the “Acquisition”). |
Share Capital (Details Narrativ
Share Capital (Details Narrative) - USD ($) | 1 Months Ended | ||||
Aug. 31, 2018 | Jul. 19, 2018 | Dec. 31, 2021 | Jun. 30, 2021 | Jul. 04, 2018 | |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common stock, shares issued | 1,426,927,346 | 1,426,927,346 | 720,802,346 | ||
Common stock, shares outstanding | 1,426,927,346 | 1,426,927,346 | |||
Description for dividend declared by GMCI | the Company was notified that GMCI approved and declared a dividend of shares of Nami to the stockholders of GMCI, on a pro rata basis, determined in accordance with the number of shares of capital stock of GMCI | ||||
Preferred stock, shares outstanding | 280,000 | ||||
SBS [Member] | |||||
Preferred stock, shares outstanding | 280,000 | ||||
Preferred shares description | The preferred dividend will have priority to any payment of dividends on the common equity. The preferred shares automatically convert to NAMI Corp common shares two years after issuance if not converted earlier at the rate of USD $1.50 on then value translated into USD of each 12% redeemable cumulative preference share. | ||||
Number of preferred shares held | 1 for 1 basis | ||||
Debt converted into common shares | 44,764 | ||||
Dividends in arrears | $ 16,109 | $ 12,146 | |||
Ownership percentage | 100.00% | ||||
First subscription [Member] | |||||
Subscription received | $ 59,530 | ||||
Redeemable cumulative preference shares, interest rate | 12.00% | ||||
Second subscription [Member] | |||||
Subscription received | $ 8,878 | ||||
Redeemable cumulative preference shares, interest rate | 12.00% |
Sea Sand Mining Project (Detail
Sea Sand Mining Project (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2021 | |
Sea Sand Dredging Project Financing | ||||
Concession acquisition costs | $ 343,629 | |||
Future royalty amounts prepayment | $ 60,000 | |||
Impairment loss | $ 182,383 | |||
Royalty prepayment recorded as cost of good sold | 59,478 | |||
Description for irrevocable right use of asset | The Company currently estimates that the acreage available under the IRU will provide approximately 5 years of sustained mining operations. As part of the IRU, the Company is responsible for all permitting costs (both for mining operation and for the right to sell the mined sand internationally) at both the state and federal levels of all applicable ministries and departments in Malaysia. As compensation for the IRU, the Company is obligated to remit to JHW on a quarterly basis, 25% of the profits from the mining activities, as defined within the agreement. The Company submitted the required environmental and engineering assessments as part of the permitting process for approximately 383 square kilometers, and in January 2019, JHW was issued by the government of Malaysia the first set of permits necessary to commence sea sand mining operations. The final approved area was 20.48km² within the jurisdiction of the state of Terengganu, Malaysia (the “Area”). The Company is required to prepay RM 500,000 of future royalty amounts due under the agreement with JHW, of which SBS funded RM 250,000 (approximately $60,000) as of June 30, 2021 | |||
Amortization expense | $ 116,302 |
Sea Sand Dredging Project Fin_3
Sea Sand Dredging Project Financing (Details Narrative) - USD ($) | Aug. 03, 2021 | Aug. 25, 2021 | May 31, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2021 |
Related party advances and expenses | ||||||||
Change in fair value of derivative liability | $ 35,801 | |||||||
Advance payment | $ 49,236 | |||||||
Additional amount received | $ 431,500 | $ 47,980 | 13,353 | |||||
Received advances from two investors | $ 48,476 | |||||||
Proceeds from related party debt from investor | $ 48,476 | $ 484,760 | ||||||
Debt interest rate percentage per annum | 2.00% | 2.00% | 2.00% | |||||
Guaranteed monthly payment per share | $ 0.02 | $ 0.48 | ||||||
Guaranteed monthly payment to investors | $ 4,800 | $ 95,900 | ||||||
Derivative liability | $ 345,369 | $ 35,317 | ||||||
Amortized of debt discount | $ 327,710 | $ 0 |
Sea Sand Dredging Project Fin_4
Sea Sand Dredging Project Financing (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | |
Related party advances and expenses | |||
Fair value | $ 394,922 | $ 208,969 | $ 0 |
Additions | 0 | 16,846 | 345,369 |
Change in fair value | (68,886) | 170,271 | (137,186) |
Change in foreign exchange | 2,458 | (1,164) | 786 |
Redemption | 0 | 0 | 0 |
Fair value | $ 328,494 | $ 394,922 | $ 208,969 |
Sea Sand Dredging Project Fin_5
Sea Sand Dredging Project Financing (Details 1) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Financial liabilities at fair value Project financing liability | $ 328,494 | $ 208,969 |
Total financial liabilities at fair value | 328,494 | 208,969 |
Quoted prices in active markets (Level 1) [Member] | ||
Financial liabilities at fair value Project financing liability | 0 | 0 |
Total financial liabilities at fair value | 0 | 0 |
Significant other observable inputs (Level 2) [Member] | ||
Financial liabilities at fair value Project financing liability | 0 | 0 |
Total financial liabilities at fair value | 0 | 0 |
Significant unobservable inputs (Level 3) [Member] | ||
Financial liabilities at fair value Project financing liability | 328,494 | 208,969 |
Total financial liabilities at fair value | $ 328,494 | $ 208,969 |
Shortterm loans (Details Narrat
Shortterm loans (Details Narrative) - USD ($) | Aug. 03, 2021 | Aug. 25, 2021 | May 31, 2021 | Dec. 31, 2021 | Jun. 30, 2021 |
Short-term loans | |||||
Principal and interest balances recorded interest expense | $ 2,385 | $ 3,452 | |||
Short term loan | 47,700 | ||||
Principal and interest | 2,385 | 858 | |||
Additional short-term loan | $ 42,900 | ||||
Remaining principal balance of loan | 43,150 | ||||
Accrued interest | $ 3,452 | $ 0 | |||
Interest rate | 2.00% | 2.00% | 2.00% |
Geographic Segment Reporting (D
Geographic Segment Reporting (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | ||
Cost of Goods Sold | 0 | 0 | (24) | 0 | ||
Depreciation of property, plant and equipment | (2,918) | (3,084) | ||||
General and administrative expenses | (85,984) | (32,584) | ||||
Professional fees | (61,078) | 0 | (128,306) | (8,497) | ||
Exploration Expenditure | (212,785) | 0 | ||||
Other income (expenses) | (876,805) | (103,199) | ||||
Net loss | $ (540,979) | $ (765,843) | $ (72,476) | $ (74,888) | (1,306,822) | (147,364) |
United States | ||||||
Revenue | 0 | 0 | ||||
Cost of Goods Sold | 0 | 0 | ||||
Depreciation of property, plant and equipment | 0 | 0 | ||||
General and administrative expenses | (52,734) | (21,187) | ||||
Professional fees | (127,351) | (8,497) | ||||
Other income (expenses) | (30,256) | (30,255) | ||||
Net loss | (210,341) | (59,939) | ||||
Malaysia | ||||||
Revenue | 0 | 0 | ||||
Cost of Goods Sold | (24) | 0 | ||||
Depreciation of property, plant and equipment | (2,918) | (3,084) | ||||
General and administrative expenses | (33,250) | (11,397) | ||||
Professional fees | (955) | 0 | ||||
Exploration Expenditure | (212,785) | |||||
Other income (expenses) | (846,549) | (72,944) | ||||
Net loss | $ (1,096,481) | $ (87,425) |
Geographic Segment Reporting _2
Geographic Segment Reporting (Details 1) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Current Assets | $ 33,736 | $ 56,159 |
Property and equipment, net | 19,776 | 22,826 |
Total assets | 53,512 | 78,985 |
United States | ||
Current Assets | 0 | 0 |
Property and equipment, net | 0 | 0 |
Total assets | 0 | 0 |
Malaysia | ||
Current Assets | 33,736 | 56,159 |
Property and equipment, net | 19,776 | 22,826 |
Total assets | $ 53,512 | $ 78,985 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - Subsequent Event [Member] | Jan. 01, 2022USD ($) |
Advance from unrelated party | $ 8,870 |
Advances to an unrelated party | 6,852 |
Advances from related parties | 64,050 |
Repaid related party advances | $ 11,986 |