Quarterly Report (10-q)

Date : 02/17/2017 @ 10:13AM
Source : Edgar (US Regulatory)
Stock : Verde Resources, Inc. (QB) (VRDR)
Quote : 0.021  0.001 (5.00%) @ 3:30PM
Verde Resources, Inc. share price Chart

Quarterly Report (10-q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10–Q

(Mark One)

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

 

For the quarterly period ended December 31, 2016

 

or

 

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

 

For the transition period from ____________ to ________________

 

Commission file number: 000-55276

 

Verde Resources, Inc.

(Exact name of registrant as specified in its charter)

Nevada

 

32-0457838

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

Unit 701, 7/F, The Phoenix, 21-25 Luard Road, Wanchai, Hong Kong

(Address of principal executive offices)

 

(852) 21521223

(Registrant's telephone number, including area code)

 

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

 

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

 

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

 

 Large accelerated filer o

 

Accelerated filer o

Non-accelerated filer o

 

Smaller reporting company x

(Do not check if a smaller reporting company)

 

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

 

As of February 13, 2017 there were 96,038,909 shares of the issuer's common stock, par value $0.001, outstanding.

 

 
 
 

VERDE RESOURCES, INC.

 

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2016

 TABLE OF CONTENTS

 

 

PAGE

 

PART I - FINANCIAL INFORMATION

 

Item 1.

Financial Statements.

3

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

25

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

33

 

Item 4.

Controls and Procedures.

33

 

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings.

34

 

Item 1A.

Risk Factors.

34

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

34

 

Item 3.

Defaults Upon Senior Securities.

34

 

Item 4.

Mine Safety Disclosures.

34

 

Item 5.

Other Information.

34

 

Item 6.

Exhibits.

34

 

SIGNATURES

35

 

 
2
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Item 1.       Financial Statements.

 

VERDE RESOURCES, INC.

 

INDEX TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE PERIOD OF ENDED DECEMBER 31, 2016

 

 

Page

 

Condensed Consolidated Balance Sheets

4

 

Condensed Consolidated Statements of Operations

5

 

Condensed Consolidated Statements of Cash Flows

6

 

Notes to Condensed Consolidated Financial Statements

7

 

 
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Verde Resources, Inc.

Condensed Consolidated Balance Sheets

 

 

 

As at

December 31,

 

 

As at

June 30,

 

 

 

2016

 

 

2016

 

ASSETS

 

(Unaudited)

 

 

(Audited)

 

Current Assets

 

 

 

 

 

 

   Cash and cash equivalents

 

$ 90,608

 

 

$ 16,113

 

   Amount due from related parties

 

 

3,468

 

 

 

3,619

 

   Inventories

 

 

38,835

 

 

 

123,238

 

   Deposit & prepayment

 

 

3,677

 

 

 

1,546

 

      Total Current Assets

 

$ 136,588

 

 

$ 144,516

 

Long Term Assets

 

 

 

 

 

 

 

 

   Property, plant and equipment

 

$ 57,932

 

 

$ 151,625

 

      Total Long Term Assets

 

$ 57,932

 

 

$ 151,625

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ 194,520

 

 

$ 296,141

 

 

 

 

 

 

 

 

 

 

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$ 1,498,305

 

 

$ 1,626,524

 

Advanced from related parties

 

 

760,922

 

 

 

781,333

 

Accrual

 

 

89,640

 

 

 

147,310

 

Taxation payable

 

 

2,911

 

 

 

2,473

 

Loans from banks

 

 

14,658

 

 

 

27,319

 

Total Current Liabilities

 

$ 2,366,436

 

 

$ 2,584,959

 

Long term Liabilities

 

 

 

 

 

 

 

 

Loans from banks (non-current)

 

$ 3,483

 

 

$ 7,777

 

   Total Long Term Liabilities

 

$ 3,483

 

 

$ 7,777

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

$ 2,369,919

 

 

$ 2,592,736

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

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

 

 

-

 

 

 

-

 

   Common stock, par value $0.001, 250,000,000 shares authorized, 96,038,909 and 91,288,909 shares issued and outstanding as of December 31, 2016 & June 30, 2016 respectively

 

$ 96,039

 

 

$ 91,289

 

   Additional paid-in capital

 

 

2,055,243

 

 

 

1,869,993

 

   Accumulated deficit

 

 

(4,451,494 )

 

 

(4,235,777 )

   Accumulated other comprehensive income (loss)

 

 

690,109

 

 

 

531,571

 

Non-controlled interest

 

 

(565,296 )

 

 

(553,671 )

    Total Stockholders' Deficit

 

$ (2,175,399 )

 

$ (2,296,595 )

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$ 194,520

 

 

$ 296,141

 

 

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

 
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Verde Resources, Inc.

Condensed Consolidated Statements of Operations

 

 

 

 

Three Months Ended

December 31,

 

 

Six Months Ended
December 31,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

186,767

 

 

 

201,748

 

 

$ 557,003

 

 

$ 526,197

 

Cost of revenue

 

 

(131,028 )

 

 

(281,429 )

 

 

(636,050 )

 

 

(671,005 )

   Gross profit (loss)

 

 

55,739

 

 

 

(79,681 )

 

 

(79,047 )

 

 

(144,808 )

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Selling, general & administrative expenses

 

 

(102,371 )

 

 

(140,306 )

 

 

(196,039 )

 

 

(451,044 )

LOSS FROM OPERATIONS

 

 

(46,632 )

 

 

(219,987 )

 

$ (275,086 )

 

$ (595,852 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME(EXPENSES)

 

 

35,450

 

 

 

(33 )

 

 

47,744

 

 

 

(38 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS BEFORE INCOME TAX

 

 

(11,182 )

 

 

(220,020 )

 

$ (227,342 )

 

$ (595,890 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Provision of Income Tax

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

NET LOSS

 

 

(11,182 )

 

 

(220,020 )

 

$ (227,342 )

 

$ (595,890 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlled interest

 

 

(10,045 )

 

 

15,467

 

 

 

11,625

 

 

 

28,580

 

Net loss contributed to the group

 

 

(21,227 )

 

 

(204,553 )

 

 

(215,717 )

 

 

(567,310 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income(loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation income(loss)

 

 

72,179

 

 

 

(60,284 )

 

$ 158,538

 

 

$ 322,038

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income(loss)

 

$ 50,952

 

 

$ (264,837 )

 

$ (57,179 )

 

$ (245,272 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Loss per Common Share  

 

$ -

 

 

$ (0.002 )

 

$ (0.002 )

 

$ (0.006 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding

 

 

93,715,539

 

 

 

91,288,909

 

 

 

93,715,539

 

 

 

91,288,909

 

  

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

 
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Verde Resources, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

December 31,

2016

 

 

December 31,

2015

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$ (227,342 )

 

$ (595,890 )

Adjustments to reconcile loss to net cash used in operation

 

 

 

 

 

 

 

 

  Depreciation

 

 

83,475

 

 

 

165,441

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

  (Increase) decrease in:

 

 

 

 

 

 

 

 

Accounts receivable from related parties

 

 

(214 )

 

 

(660 )

Deposits and prepayment

 

 

(2,086 )

 

 

147,500

 

  Inventory

 

 

72,000

 

 

 

(29,796 )

  Increase (decrease) in:

 

 

 

 

 

 

 

 

  Accounts payable

 

 

47,470

 

 

 

24,298

 

  Accrued liabilities

 

 

(52,385 )

 

 

11,069

 

 GST payable

 

 

687

 

 

 

1,061

 

  Advanced from sub-contractor & related parties

 

 

11,382

 

 

 

170,743

 

 Deposit received from customer

 

 

-

 

 

 

-

 

Net cash (used in) operating activities

 

 

(67,013 )

 

 

(106,234 )

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:   

 

 

 

 

 

 

 

 

 Repayments of bank loans

 

 

(5,217 )

 

 

(21,172 )

  Proceeds from issuance of common stock

 

 

190,000

 

 

 

-

 

Net cash provided by (used in) financing activities

 

 

184,783

 

 

 

(21,172 )

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalent

 

 

117,770

 

 

 

(127,406 )

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

(43,275 )

 

 

132,943

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

74,495

 

 

 

5,537

 

Cash and cash equivalents at beginning of year

 

 

16,113

 

 

 

36,927

 

Cash and cash equivalents at end of year

 

$ 90,608

 

 

$ 42,464

 

 

 

 

 

 

 

 

 

 

Supplementary cash flow information

 

 

 

 

 

 

 

 

  Income taxes paid

 

$ -

 

 

$ -

 

  Interest paid

 

$ 280

 

 

$ 1,451

 

Supplementary non-cash information

 

 

 

 

 

 

 

 

Reorganization

 

 

-

 

 

 

-

 

Issuance of common stock

 

 

-

 

 

 

-

 

 

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

 
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Verde Resources, Inc.

 Notes to Condensed Consolidated Financial Statements

December 31, 2016

(Unaudited)

 

NOTE 1 -    ORGANIZATION AND DESCRIPTION OF BUSINESS

 

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

 

Gold Billion Global Limited ("Gold Billion" or "GBL") was incorporated in British Virgin Islands on February 7, 2013. GBL was setup by the Board of Directors of Federal Mining Resources Limited ("FMR"). The major operation of GBL is to manage and monitor the mineral exploration and mining projects of FMR.

 

On July 1, 2013, FMR has assigned its rights and obligation on Champmark Sdn Bhd ("CSB") to GBL. Four of the five members of CSB Board of Directors were appointed by FMR, with two of the GBL Board of Directors currently sitting on the CSB Board. According to ASC 810-05-08 A, CSB is a deemed subsidiary of GBL where it has controlled the CSB Board of Directors, has assigned rights to receive future benefits and residual value, and obligation to absorb loss and finance for CSB by GBL. GBL has the power to direct the activities of CSB that most significantly impact CSB's economic performance and the obligation to absorb losses of CSB that could potentially be significant to the CSB or the right to receive benefits from CSB that could potentially be significant to CSB. GBL is the primary beneficiary of CSB because it has been assigned with all relevant rights and obligation and can direct the activities of CSB through the common directors and the 85% shareholder, FMR. Under 810-23-42, 43, it is determined that CSB is de-facto agent of GBL and GBL is the de-facto principal of CSB. GBL started to consolidate CSB from July 1, 2013 and the Company consolidated GBL and CSB from October 25, 2013 onwards.

 

On February 17, 2014, the Company entered into a Supplementary Agreement to the Assignment Agreement and completed an acquisition of GBL pursuant to the Supplementary Agreement. The acquisition was a reverse acquisition in accordance with ASC 805-40 "Reverse Acquisitions". The legal parent was VRDR which was the accounting acquiree while GBL was the accounting acquirer. There was a 15% non-controlling interest of Champmark SDN BHD ("CSB") after the acquisition. This transaction was accounted for as a recapitalization effected by a share exchange, wherein GBL with its 85% deemed subsidiary CSB was considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.

 

As a result of the acquisition, the Company holds 100% equity interest in GBL and 85% variable interest in CSB. Our consolidated subsidiaries include GBL being our wholly-owned subsidiary and 85% of CSB being a variable interest entity (VIE) and deemed subsidiary of GBL.

 

On March 17, 2014, the Company through GBL and its deemed subsidiary CSB entered into a Sub-Contract Agreement with Borneo Oil & Gas Corporation Sdn Bhd ("BOG") for the engagement of its sub-contractor services to carry out exploration and exploitation works on alluvial and lode gold resources at Site IV-1 of the Merapoh Mine. The Sub-Contract Agreement is for a period of 5 years with a renewal for another 5 years subject to review by both parties. BOG is a wholly-owned subsidiary of Borneo Oil Berhad (BOB) which is listed on the main market of Kuala Lumpur Stock Exchange. BOG being a local company in Malaysia provides the Company with the advantage of local knowledge and well-established connection in dealing with the relevant local authorities in our mining operations.

 

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

 

Effective August 27, 2014, the Company's Articles of Incorporation were amended to increase the authorized shares of the Company from 100,000,000 shares of common stock to 250,000,000 shares of common stock. A copy of the Certificate of Amendment was filed with the Nevada Secretary of State. The Form 8K announcing the increase of the authorized shares of the Company was filed with SEC on September 15, 2014.

 

Effective February 20, 2016, Mr. Wu Ming Ding resigned all of his positions as President and Director of the Company with Mr. Balakrishnan B S Muthu being appointed President to fill the vacancy created. Effective February 20, 2016, Mr. Chen Ching was appointed Director of the Company and the entire Board of Directors now consists of Mr. Balakrishnan B S Muthu and Mr. Chen Ching. The SC 14F1 and Form 8-K announcing the change in officers and directors were filed with SEC on February 10, 2016 and February 22, 2016 respectively.

 

 
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NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Condensed Consolidated Financial Statements

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  The results of operations for the periods ended December 31, 2016 are not necessarily indicative of the operating results for the full years.

 

Basis of Presentation

 

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP).  These condensed consolidated financial statements are expressed in United States dollars ($).  Financial statements prepared in accordance with GAAP contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. These condensed consolidated audited financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.

 

Basis of Consolidation

 

The condensed consolidated financial statements include the financial statements of Verde Resources, Inc., its wholly owned subsidiary Gold Billion Global Limited ("GBL") and the 85% of the deemed subsidiary variable interest of Champmark SDN BHD ("CSB"). All inter-company balances and transactions between the Company and its subsidiary and variable interest entity (VIE) have been eliminated upon consolidation.

 

The Company has adopted ASC Topic 810-10-5-8, "Variable Interest Entities", which requires a variable interest entity or VIE to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE's residual returns.

 

Variable Interest Entity

 

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

 

1.

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

 

i)

management and administrative rights over the day-to-day business affairs of CSB and the mining operation at Site IV-1 of the Merapoh Gold Mine;

 

ii)

final right for the appointment of members to the Board of Directors and the management team of CSB;

 

iii)

act as principal of CSB;

 

iv)

obligation to provide financial support to CSB;

 

v)

option to purchase an equity interest in CSB;

 

vi)

entitlement to future benefits and residual value of CSB;

 

vii)

right to impose no dividend policy;

 

viii)

human resources management.

2.

Debt Assignment, FMR assigned to GBL the sum of money in the amount of US Dollars One Hundred Nine Thousand Eight Hundred One And Cents Seventy-Two Only (US$ 109,801.72), now due to GBL from CSB under the financing obligation from the FMR to CSB.

 

With the above agreements, GBL demonstrates its ability to control CSB as the primary beneficiary and the operating results of the VIE was included in the condensed consolidated financial statements for the year ended June 30, 2014.

 

On April 1, 2014, the Board of Director of GBL notified FMR upon the decision to exercise the right of option to purchase 85% equity interest of CSB under Management Agreement Section 3.2.4 dated July 1, 2013 between GBL and FMR. This acquisition was completed on April 1, 2014 with consideration of US$1. GBL then became 85% shareholder of CSB and is required to consolidate CSB as a subsidiary.

 

 
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Use of Estimates

 

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

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  The Company had $90,608 and $16,113 in cash and cash equivalents at December 31, 2016 and June 30, 2016, respectively.

 

Concentrations of Credit Risk

 

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

 

Risks and Uncertainties

 

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

 

Accounts Receivable

 

Accounts receivable are recognized and carried at net realizable value.  An allowance for doubtful accounts will be recorded in the period when a loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging, ongoing business relation and other factors.  Accounts are written off after exhaustive efforts at collection.  If accounts receivable are to be provided for, or written off, they would be recognized in the consolidated statement of operations within operating expenses.  At and, the Company has no allowance for doubtful accounts, as per management's judgment based on their best knowledge.  As of December 31, 2016 and June 30, 2016, the longest credit term for certain customers are 60 days.

 

Provision for Doubtful Accounts

 

The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables and reviews accounts receivable by amounts due by customers which are past due to identify specific customers with known disputes or collectability issues. In determining the amount of the reserve, the Company makes judgments about the creditworthiness of customers based on past collection experience and ongoing credit risk evaluations.  At December 31, 2016 and June 30, 2016 there was no allowance for doubtful accounts.

 

Fair Value

 

ASC Topic 820 "Fair Value Measurement and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

 

 
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These tiers include:

 

 

Level 1—defined as observable inputs such as quoted prices in active markets;

 

Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

 

Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

The Company's financial instruments consist of cash and cash equivalents, trade receivables, other receivables, payables, and short term and long term debt. The carrying values of cash and cash equivalents, trade receivables, other receivables, and payables approximate their fair value due to their short maturities. The carrying value of long term debt approximates the fair value of debt of similar terms and remaining maturities available to the company.

 

The Company's non-financial assets are measured on a recurring basis. These non-financial assets are measured for impairment annually on the Company's measurement date at the reporting unit level using Level 3 inputs. For most assets, ASC 820 requires that the impact of changes resulting from its application be applied prospectively in the year in which the statement is initially applied.

 

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

 

The Company did not have any convertible bonds as of December 31, 2016 and June 30, 2016.

 

Foreign Currency Translation

 

The Company's reporting currency is the United States dollar ("$") and the accompanying consolidated financial statements have been expressed in United States dollars. The Company's functional currency is the Malaysian Ringgit ( "MYR") which is a functional currency as being the primary currency of the economic environment in which their operations are conducted.

 

In accordance with ASC Topic 830 "Translation of Financial Statements" , capital accounts of the consolidated financial statements are translated into United States dollars from MYR at their historical exchange rates when the capital transactions occurred.  Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures are translated at the average exchange rate of the respective year.  The resulting exchange differences are recorded in the consolidated statement of operations.

 

 

 

December 31, 2016

 

 

June 30, 2016

 

Period-end MYR : $1 exchange rate

 

 

0.2243

 

 

 

0.2494

 

Average MYR : $1 exchange rate

 

 

0.2387

 

 

 

0.2442

 

 

Comprehensive Income

 

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. Comprehensive income includes net income and the foreign currency translation changes.

 

 
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Segment Reporting

 

The Company currently engages in one operation segment: Gold Mining. The expenses incurred were consisting principally of management services.  The Company's major operation is located in Malaysia.

 

Mineral Acquisition and Exploration Costs

 

The Company has been primarily engaged in the acquisition, exploration, and development of mining properties.  The Company was no longer considered an exploration stage company after the reverse take-over with its subsidiary GBL.

 

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

 

Environmental Expenditures

 

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

 

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

 

Revenue Recognition

 

In accordance with the ASC Topic 605, "Revenue Recognition", the Company recognizes revenue when persuasive evidence of an arrangement exists, transfer of title has occurred or services have been rendered, the selling price is fixed or determinable and collectibility is reasonably assured.

 

The Company derives revenues primarily from the sales of gold mineral to registered gold trading companies in Malaysia. The Company generally recognizes its revenues at the time of gold sales and its selling price is determined by the prevailing market value of gold bullion quoted by the leading registered gold trading company in Malaysia. Sales invoices will be duly presented to the trading companies when delivery is completed and revenue is then recognized.

 

Cost of Revenue

 

The cost of revenue consists of exploration costs, mine equipment depreciation, production costs, mine site management costs, sub-contractor costs, and royalty and tribute payments which are levied on the gross revenue at the rate of 18% on the invoiced value of gold sales.

 

Advertising Expenses

 

Advertising costs are expensed as incurred under ASC Topic 720, "Advertising Costs" . Advertising expenses incurred for the periods ended December 31, 2016 and June 30, 2016 were $0.

 

 
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Income Taxes

 

The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, "Accounting for Income Taxes" ("ASC 740").  Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.  As of December 31, 2016 and June 30, 2016, the Company did not have any significant unrecognized uncertain tax positions.

 

Recent Accounting Pronouncements

 

The FASB has issued Accounting Standards Update (ASU) No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . The new guidance is intended to improve the recognition and measurement of financial instruments. The ASU affects public and private companies, not-for-profit organizations, and employee benefit plans that hold financial assets or owe financial liabilities.

 

The new guidance makes targeted improvements to existing U.S. GAAP by:

 

- Requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income;

 

- Requiring public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes;

 

- Requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements;

 

- Eliminating the requirement to disclose the fair value of financial instruments measured at amortized cost for organizations that are not public business entities;

 

- Eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and

 

- Requiring a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.

 

The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For private companies, not-for-profit organizations, and employee benefit plans, the new guidance becomes effective for fiscal years beginning after December 15, 2018, and for interim periods within fiscal years beginning after December 15, 2019.

 

The new guidance permits early adoption of the own credit provision. In addition, the new guidance permits early adoption of the provision that exempts private companies and not-for-profit organizations from having to disclose fair value information about financial instruments measured at amortized cost.

 

On February 25, 2016, the Financial Accounting Standards Board (FASB) issued its new lease accounting guidance in Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) .

 

 
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Under the new guidance, lessees will be required recognize the following for all leases (with the exception of short-term leases) at the commencement date:

 

- A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and

 

- A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

 

Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers .

 

The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing.

 

Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e., January 1, 2019, for a calendar year entity). Nonpublic business entities should apply the amendments for fiscal years beginning after December 15, 2019 (i.e., January 1, 2020, for a calendar year entity), and interim periods within fiscal years beginning after December 15, 2020. Early application is permitted for all public business entities and all nonpublic business entities upon issuance.

 

Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach.

 

The FASB has issued Accounting Standards Update (ASU) No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) . The amendments relate to when another party, along with the entity, is involved in providing a good or service to a customer. Topic 606 Revenue from Contracts with Customers requires an entity to determine whether the nature of its promise is to provide that good or service to the customer (i.e., the entity is a principal) or to arrange for the good or service to be provided to the customer by the other party (i.e., the entity is an agent).

 

The amendments are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations by clarifying the following:

 

- An entity determines whether it is a principal or an agent for each specified good or service promised to a customer.

 

- An entity determines the nature of each specified or service (e.g., whether it is a good, service, or a right to a good or service).

 

- When another entity is involved in providing goods or services to a customer, an entity that is a principal obtains control of: (a) a good or another asset from the other party that it then transfers to the customer; (b) a right to a service that will be performed by another party, which gives the entity the ability to direct that party to provide the service to the customer on the entity’s behalf; or (c) a good or service from the other party that it combines with other goods or services to provide the specified good or service to the customer.

 

- The purpose of the indicators in paragraph 606-10-55-39 is to support or assist in the assessment of control. The amendments in paragraph 606-10-55-39A clarify that the indicators may be more or less relevant to the control assessment and that one or more indicators may be more or less persuasive to the control assessment, depending on the facts and circumstances.

 

The amendments amend certain existing illustrative examples and add additional illustrative examples to assist in the application of the guidance.

 

The effective date and transition of these amendments is the same as the effective date and transition of ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . Public entities should apply the amendments in ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). Private entities must apply the amendments one year later.

 

The FASB has issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . The amendments are intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees.

 

 
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Several aspects of the accounting for share-based payment award transactions are simplified, including: ( a ) income tax consequences; ( b ) classification of awards as either equity or liabilities; and ( c ) classification on the statement of cash flows.

 

The amendments also simplify two areas specific to private companies:

 

1.

Practical Expedient for Expected Term: In lieu of estimating the period of time that a share-based award will be outstanding, private companies can now apply a practical expedient to estimate the expected term for all awards with performance or service conditions that have certain characteristics.

 

2.

Intrinsic Value: Private companies can now make a one-time election to switch from measuring all liability-classified awards at fair value to measuring them at intrinsic value. Previously, private companies were provided an option to measure all liability-classified awards at intrinsic value, but some private companies were unaware of that option.

 

Accounting for employee share-based awards was identified by the Private Company Council (PCC) as an area of concern among private company stakeholders. The PCC worked with the FASB to discuss and analyze the issues that private companies have encountered in this area when applying the standard. The PCC also asked the FASB staff to conduct outreach with users as a part of the FASB’s pre-agenda research on the topic.

 

The FASB also considered the conclusions in the Financial Accounting Foundation’s Post-Implementation Review Report on Statement 123(R), Share-Based Payment . Though the report concluded that the prior standard achieved its purpose, it noted that certain areas within Statement 123(R) may be costly and difficult to apply.

 

For public companies, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For private companies, the amendments are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any organization in any interim or annual period. The FASB has issued Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing . The amendments clarify the following two aspects of Topic 606: (a)  identifying performance obligations; and (b)  the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606.

 

The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. Public entities should apply the amendments for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The effective date for nonpublic entities is deferred by one year.

 

Identifying Performance Obligations

 

Before an entity can identify its performance obligations in a contract with a customer, the entity first identifies the promised goods or services in the contract. The amendments add the following guidance:

 

1.

An entity is not required to assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer.

 

2.

An entity is permitted, as an accounting policy election, to account for shipping and handling activities that occur after the customer has obtained control of a good as an activity to fulfill the promise to transfer the good rather than as an additional promised service.

 

To identify performance obligations in a contract, an entity evaluates whether promised goods and services are distinct. The amendments improve the guidance on assessing the promises are separately identifiable criterion by:

 

1.

Better articulating the principle for determining whether promises to transfer goods or services to a customer are separately identifiable by emphasizing that an entity determines whether the nature of its promise in the contract is to transfer each of the goods or services or whether the promise is to transfer a combined item (or items) to which the promised goods and/or services are inputs.

 

2.

Revising the related factors and examples to align with the improved articulation of the separately identifiable principle.

 

 
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Licensing Implementation Guidance

 

Topic 606 includes implementation guidance on determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments are intended to improve the operability and understandability of the licensing implementation guidance by clarifying the following:

 

1.

An entity’s promise to grant a customer a license to intellectual property that has significant standalone functionality (e.g., the ability to process a transaction, perform a function or task, or be played or aired) does not include supporting or maintaining that intellectual property during the license period.

 

 

2.

An entity’s promise to grant a customer a license to symbolic intellectual property (that is, intellectual property that does not have significant standalone functionality) includes supporting or maintaining that intellectual property during the license period.

 

 

3.

An entity considers the nature of its promise in granting a license, regardless of whether the license is distinct, in order to apply the other guidance in Topic 606 to a single performance obligation that includes a license and other goods or services (in particular, the guidance on determining whether a performance obligation is satisfied over time or at a point in time and the guidance on how best to measure progress toward the complete satisfaction of a performance obligation satisfied over time).

 

The FASB has issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations.

 

The ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates.

 

Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances.

 

The ASU requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements.

 

In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.

 

The ASU is effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 (i.e., January 1, 2020, for calendar year entities). For public companies that are not SEC filers, the ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other organizations, the ASU on credit losses will take effect for fiscal years beginning after December 15, 2020, and for interim periods within fiscal years beginning after December 15, 2021.

 

Early application will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.

 

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.

 

 
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The FASB has issued Accounting Standards Update (ASU) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows.

 

The amendments provide guidance on the following eight specific cash flow issues:

 

 

·

Debt Prepayment or Debt Extinguishment Costs;

 

·

Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in

Relation to the Effective Interest Rate of the Borrowing;

 

·

Contingent Consideration Payments Made after a Business Combination;

 

·

Proceeds from the Settlement of Insurance Claims;

 

·

Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned;

 

·

Life Insurance Policies;

 

·

Distributions Received from Equity Method Investees;

 

·

Beneficial Interests in Securitization Transactions; and

 

·

Separately Identifiable Cash Flows and Application of the Predominance Principle.

 

The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period.

 

The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable.

 

FASB Amends the Accounting for Intra-Entity Transfers of Assets. The FASB has issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory . Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. This prohibition on recognition is an exception to the principle of comprehensive recognition of current and deferred income taxes in GAAP.

 

The amendments require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments eliminate the exception for an intra-entity transfer of an asset other than inventory. Two common examples of assets included in the scope of the amendments are intellectual property and property, plant, and equipment.

 

The amendments do not include new disclosure requirements; however, existing disclosure requirements might be applicable when accounting for the current and deferred income taxes for an intra-entity transfer of an asset other than inventory.

 

 
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The amendments align the recognition of income tax consequences for intra-entity transfers of assets other than inventory with International Financial Reporting Standards. IAS 12, Income Taxes , requires recognition of current and deferred income taxes resulting from an intra-entity transfer of any asset (including inventory) when the transfer occurs.

 

The amendments are effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. For all other entities, the amendments are effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual periods beginning after December 15, 2019. Early adoption is permitted for all entities in the first interim period if an entity issues interim financial statements.

 

The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption.

 

In October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810): Interests Held through Related Parties That Are Under Common Control. The amendments in this ASU change how a reporting entity that is the single decision maker of a variable interest entity should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that variable interest entity. The ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2016. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

 

In November 2016, the FASB issued Accounting Standards Update 2016-18 (ASU 2016-18), Statement of Cash Flows: Restricted Cash. This ASU provides guidance on the classification of restricted cash in the statement of cash flows. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. The amendments in the ASU should be adopted on a retrospective basis. We do not expect that adoption of this ASU to have a material effect on our consolidated financial statements.

 

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.

 

NOTE 3 -  CASH AND CASH EQUIVALENT

 

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.  At December 31, 2016 and June 30, 2016 cash and cash equivalents consisted of bank deposits in Malaysia bank and petty cash on hands.


  NOTE 4 - AMOUNT DUE FROM RELATED PARTIES

 

Amount due from related parties at December 31, 2016 and June 30, 2016 consist of the following items:

 

 

 

December 31,

2016

 

 

June 30,

2016

 

 Amount due from Stable Treasure Sdn. Bhd. (*)

 

$ 3,468

 

 

$ 3,017

 

 

(*) One of the directors of Stable Treasure Sdn. Bhd., Mr. Balakrishnan B S Muthu is also the director of the Company.  The advances related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

 

NOTE 5 -  INVENTORIES

 

Inventories are valued at cost, not in excess of market.  Inventories are determined at first in first out basis and comprised of production cost, mine site management cost and sub-contractor cost.  Inventories, at December 31, 2016 and June 30, 2016 are summarized as follows:

 

 

 

December 31,

2016

 

 

June 30,

2016

 

Inventories

 

$ 38,835

 

 

$ 123,238

 

 

 

 

 

 

 

 

 

 

 

The inventories represent the gold minerals as at December 31, 2016 and June 30, 2016, which were comprised of 8% share by the Company and 92% share by the sub-contractor and the other parties such as original mine assigner.

 

 
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NOTE 6 - ACCOUNTS PAYABLE AND ADVANCED FROM RELATED PARTIES

 

Accounts Payable

 

Accounts payable at December 31, 2016 and June 30, 2016 consist of the following items:

 

 

 

December 31,

2016

 

 

June 30,

2016

 

Due to Changxin Wanlin Technology Co Ltd(*)

 

$ 1,445,966

 

 

$ 1,607,775

 

Other accounts payable

 

 

52,339

 

 

 

18,749

 

 

 

$ 1,498,305

 

 

$ 1,626,524

 

 

(*) Due to Changxin Wanlin Technology Co Ltd are accounts payable derived from ordinary business transactions. One of the directors of Changxin Wanlin Technology Co. Ltd., Mr. Wu Ming Ding, has resigned as director of VRDR (as of February 20, 2016), GBL (as of February 11, 2016) and CSB (as of February 17, 2016). This accounts payable bears no interest or collateral, repayable and renewable under normal business accounts payable terms.

 

Advanced from related parties

 

 Advanced from related parties at December 31, 2016 and June 30, 2016 consist of the following items:

 

 

 

December 31,

2016

 

 

June 30,

2016

 

Advanced from BOG (#1)

 

$ 465,504

 

 

$ 492,868

 

 Advanced from Federal Mining Resources Limited(#2)

 

$ 170,418

 

 

$ 173,465

 

Advanced from Federal Capital Investment Limited (#3)

 

$ 98,000

 

 

$ 88,000

 

Advanced from Yorkshire Capital Limited (#4)

 

$ 27,000

 

 

$ 27,000

 

 

 

$ 760,922

 

 

$ 781,333

 

 

(#1) BOG is one of the shareholders of the Company. The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

 

(#2) One of the directors of Federal Mining Resources Limited, Mr. Chen Ching, has been appointed as director of the Company effective February 20, 2016. Another director of Federal Mining Resources Limited, Mr. Wu Ming Ding, has resigned as director of the Company effective February 20, 2016. The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

 

(#3) One of the directors of Federal Capital Investment Limited, Mr. Wu Ming Ding, has resigned as director of the Company effective February 20, 2016. The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

 

(#4) One of the directors of Yorkshire Capital Limited, Mr. Lai Kui Shing, Andy, has resigned as director of CSB effective February 17, 2016. The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

 

 
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NOTE 7 - PROPERTY, PLANT AND EQUIPMENT

 

Property and equipment at December 31, 2016 and June 30, 2016 are summarized as follows:

 

 

 

December 31,

2016

 

 

June 30,

2016

 

Land and Building

 

$ 882,140

 

 

$ 980,855

 

Plant and Machinery

 

 

138,941

 

 

 

154,489

 

Office equipment

 

 

17,663

 

 

 

19,640

 

Project equipment

 

 

1,000,352

 

 

 

1,112,294

 

Computer

 

 

9,608

 

 

 

10,683

 

Motor Vehicle

 

 

103,415

 

 

 

114,988

 

Accumulated depreciation

 

 

(2,094,187 )

 

 

(2,241,324 )

 

 

$ 57,932

 

 

$ 151,625

 

 

The depreciation expenses charged for the period ended December 31, 2016 and June 30, 2016 was $83,475 and $165,441.

 

NOTE 8 - LOANS FROM BANKS (HIRE PURCHASE INSTALLMENT LOANS)

 

The loans from banks include long term and short term and are summarized as follow:

 

 

 

December 31,

2016

 

 

June 30,

2016

 

Loans from banks

 

$ 14,658

 

 

$ 27,319

 

Loans from banks(non-current)

 

 

3,483

 

 

 

7,777

 

Total

 

$ 18,141

 

 

$ 35,096

 

 

Hire purchase installment loans with total amount $18,721 and $36,377 as at December 31, 2016 and June 30, 2016 are $18,141 and $35,096 net of imprest charges equivalent to interest $580 and $1,281 are summarized as follows:

 

 

 

 

 

 

 

 

December 31,

 

 

June 30,

 

 

 

Interest Rate

 

Monthly Due

 

 

2016

 

 

2016

 

Financial institution in Malaysia

 

N/A*

 

 

254

 

 

 

-

 

 

 

1,405

 

Financial institution in Malaysia

 

N/A*

 

 

254

 

 

 

-

 

 

 

1,405

 

Financial institution in Malaysia

 

N/A*

 

 

1,463

 

 

 

10,236

 

 

 

21,141

 

Financial institution in Malaysia

 

N/A*

 

 

257

 

 

 

2,559

 

 

 

4,558

 

Financial institution in Malaysia

 

N/A*

 

 

192

 

 

 

5,926

 

 

 

7,868

 

Hire purchase loans payable to banks

 

 

 

 

 

 

 

$ 18,721

 

 

$ 36,377

 

 

(*) Hire purchase installment loans with Motor Vehicles as collateral. The financial institutions in Malaysia are Islamic banks and bear no interest in the installment agreement. However, there are certain imprest charges equivalent to interests which are being calculated at an average annual rate of approximate 6.11% for the entire loans life and periods.

 

 
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The scheduled maturities of the CSL's hire purchase installment loans are as follows:

 

December 31,

 

 

 

2017

 

 

15,094

 

2018

 

 

2,298

 

2019

 

 

1,329

 

2020

 

 

-

 

Later years

 

 

-

 

Total minimum hire purchase installment payment

 

$ 18,721

 

Less: Amount representing imprest charges equivalent to interest (current portion: $436 and non-current portion: $144)

 

 

(580 )

Present value of net minimum lease payments (#)

 

$ 18,141

 

 

(#) Minimum payment reflected in the balance sheet as current and noncurrent obligations under hire purchases installment loans as at December 31, 2016.

 

NOTE 9 - INCOME TAX

 

The Company and its subsidiaries are subject to income taxes on an entity basis on income arising in, or derived from, the tax jurisdiction in which they operate. The Company is a Nevada incorporated company and subject to United State Federal Income Tax. GBL is a British Virgin Islands incorporated company and not required to pay income tax on corporate income. CSB is a Malaysia incorporated company and required to pay corporate income tax at 25% of taxable income.

 

A reconciliation between the income tax computed at the relevant statutory rate and the Company's provision for income tax is as follows:

 

 

 

Period ended

 

 

 

December 31,

2016

 

 

June 30,

2016

 

US Federal Income Tax Rate.

 

 

34 %

 

 

34 %

Valuation allowance – US Rate

 

(34%)

 

 

(34%)

 

BVI Income Tax Rate

 

 

0 %

 

 

0 %

Valuation allowance – BVI Rate

 

(0%)

 

 

(0%)

 

Malaysia Income Tax Rate

 

 

25 %

 

 

25 %

Valuation allowance – Malaysia Rate

 

(25%)

 

 

(25%)

 

Provision for income tax

 

 

-

 

 

 

-

 

 

Summary of the Company's net deferred tax liabilities and assets are as follows:

 

 

 

December 31,

2016

 

 

June 30,

2016

 

Deferred tax assets:

 

 

 

 

 

 

Tax attribute carryforwards

 

$ 62,501

 

 

$ 229,475

 

Valuation allowances

 

 

(62,501 )

 

 

(229,475 )

Total

 

$ -

 

 

$ -

 

 

The Company has recorded valuation allowances for certain tax attribute carry forwards and other deferred tax assets due to uncertainty that exists regarding future realizability. If in the future the Company believes that it is more likely than not that these deferred tax benefits will be realized, the majority of the valuation allowances will be recognized in the consolidated statement of operations. The Company did not have any interest and penalty provided or recognized in the income statements for period December 31, 2016 and June 30, 2016 or balance sheet as of December 31, 2016 and June 30, 2016. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months.

 

 
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NOTE 10 - COMMITMENTS AND CONTINGENCIES             

 

The Company is committed under an operating lease for office premises expiring May 2017, with fixed monthly rental.  As at December 31, 2016, the Company has future minimum monthly rental payment of $2,648 due for the year ended June 30, 2017.

 

As at December 31, 2016, the Company's hire purchase installment agreements are disclosed in Note 8. See Note 8 for the commitments for minimum installment payments under these agreements.

 

NOTE 11 - EARNINGS/(LOSS) PER SHARE

 

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

 

 The following table sets forth the computation of basic and diluted earnings per share:

 

 

 

Three Months Ended

December 31,

 

 

 

2016

 

 

2015

 

Net loss applicable to common shares

 

$ (11,182 )

 

$ (220,020 )

 

 

 

 

 

 

 

 

 

Weighted average common shares

 

 

 

 

 

 

 

 

  outstanding (Basic)

 

 

93,715,539

 

 

 

91,288,909

 

Options

 

 

-

 

 

 

-

 

Warrants

 

 

-

 

 

 

-

 

  Weighted average common shares outstanding (Diluted)

 

 

93,715,539

 

 

 

91,288,909

 

 

 

 

 

 

 

 

 

 

Net loss per share (Basic and Diluted)

 

$ -

 

 

$ (0.002 )

 

 

 

Six Months Ended

December 31,

 

 

 

2016

 

 

2015

 

Net loss applicable to common shares

 

$ (227,342 )

 

$ (375,870 )

 

 

 

 

 

 

 

 

 

Weighted average common shares

 

 

 

 

 

 

 

 

  outstanding (Basic)

 

 

93,715,539

 

 

 

91,288,909

 

Options

 

 

-

 

 

 

-

 

Warrants

 

 

-

 

 

 

-

 

Weighted average common shares outstanding (Diluted)

 

 

93,715,539

 

 

 

91,288,909

 

 

 

 

 

 

 

 

 

 

Net loss per share (Basic and Diluted)

 

$ (0.002 )

 

$ (0.004 )

 

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

 

 
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NOTE 12 - CAPITAL STOCK

 

Authorized Stock

The Company has authorized 250,000,000 common shares and 50,000,000 preferred shares, both with a par value of $0.001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

 

Share Issuance

On September 30, 2013, the Company issued 2,500,000 and 1,477,500 common shares at $0.01 and $0.04 per share, respectively, resulting in total cash proceeds of $84,100, being $3,978 for par value shares and $80,122 for capital in excess of par value.

 

On October 25, 2013, the Company issued 80,000,000 common shares at par value under the terms of the Assignment Agreement whereby FMR will assign its management rights of CSB's mining operation in the Mining Lease to VRDR, through its wholly-owned subsidiary GBL, in exchange for 80,000,000 shares of the Company's common stock.

 

On November 11, 2013, the Company issued 75,000 common shares at US$1.75 per share to Marketing Management International, LLC ("MMI"), a Florida Limited Liability Company, under the terms of the Consulting Agreement for the engagement of its consulting services.

 

On January 29, 2014, the Company issued a total of 643,229 common shares for $665,238, of which 288,288 common shares at US$1.25 per share, 183,661 common shares at US$0.83 per share and 171,280 common shares at US$0.89 per share, to Borneo Oil & Gas Corporation Sdn Bhd ("BOG"), a Malaysia Limited Liability Company, under the terms of the Sub-Contractor Agreement for the engagement of its sub-contractor services.

 

On March 10, 2014, the Company issued a total of 693,180 common shares for $609,756, of which 179,340 common shares at US$0.85 per share and 513,840 common shares at US$0.89 per share, to Borneo Oil & Gas Corporation Sdn Bhd ("BOG"), a Malaysia Limited Liability Company, under the terms of the Sub-Contractor Agreement for the engagement of its sub-contractor services.

 

On January 21, 2015, the Company issued 5,900,000 common shares at US$0.05 per share to Borneo Oil & Gas Corporation Sdn Bhd ("BOG"), a Malaysia Limited Liability Company, under the terms of the Consultant Agreement for the additional services of its sub-contractor.

 

On September 29, 2016, the Company issued a total of 4,750,000 common shares at US$0.04 per share, of which 2,375,000 common shares to Vincent Lee Sen Min and 2,375,000 common shares to Reggie Abraham, both are Malaysian citizens.

 

There were 96,038,909 and 91,288,909 common shares issued and outstanding at December 31, 2016 and June 30, 2016 respectively.

 

There are no preferred shares outstanding.  The Company has issued no authorized preferred shares.  The Company has no stock option plan, warrants, or other dilutive securities.

 

 
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NOTE 13 - RELATED PARTY TRANSACTIONS

 

As of December 31, 2016, advances were made by five companies of $2,259,020 related to ordinary business transactions.  All advances related to ordinary business transactions, bear no interest or collateral, repayable and renewable under normal advancement terms. Details are disclosed in Note 6.

 

As of December 31, 2016, amounts due from one company of $3,468 related to ordinary business transactions. The receivable amounts related to ordinary business transactions bear no interest or collateral, repayable and renewable under normal advancement terms. Details are disclosed in Note 4.

 

During the period ended December 31, 2016, the Company sold $724 worth of gold to BOG and received other income of $47,743 from BOG.

 

During the period ended December 31, 2016, the Company incurred cost of revenue worth of $411,633 to BOG.

 

NOTE 14 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  As of and for the period ended December 31, 2016, the Company has a loss from operations of $275,086 and working capital deficiency of $2,229,848. The Company intends to fund operations through debt and equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the period ending December 31, 2016 and subsequently.

 

The ability of the Company to survive is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.

 

In response to these problems, management intends to raise additional funds through public or private placement offerings, and related party loans.

 

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 
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NOTE 15 - CONCENTRATIONS

 

Suppliers

 

The Company's major suppliers for the period ended December 31, 2016 and 2015 are listed as following:

 

 

 

Subcontractors

 

 

Accounts Payable

 

 

 

Six

 

 

Six

 

 

 

 

 

 

 

 

 

Months

 

 

Months

 

 

 

 

 

 

 

 

 

Ended

 

 

Ended

 

 

 

 

 

 

 

Major Suppliers

 

December 31,

2016

 

 

December 31,

2015

 

 

December  31,

2016

 

 

 December 31,

2015

 

Company A

 

 

100 %

 

 

100 %

 

 

0 %

 

 

0 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customers

 

The Company's major customers for the period ended December 31, 2016 and 2015 are listed as following:

 

 

 

Sales

 

 

Accounts Receivable

 

 

 

Six

 

 

Six

 

 

 

 

 

 

 

 

 

Months

 

 

Months

 

 

 

 

 

 

 

 

 

Ended

 

 

Ended

 

 

 

 

 

 

 

Major Customers

 

December 31,

2016

 

 

December 31,

2015

 

 

December 31,

2016

 

 

December 31,

2015

 

Company M

 

 

0 %

 

 

52 %

 

 

0 %

 

 

0 %

Company N

 

 

1 %

 

 

33 %

 

 

0 %

 

 

0 %

Company O

 

 

99 %

 

 

15 %

 

 

0 %

 

 

0 %

 

NOTE 16 -SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined that there are no additional items to disclose.

 

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

 

Forward-Looking Statements

 

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words "expects," "anticipates," "intends," "believes" and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the "Description of Business – Risk Factors" section in our Annual Report on Form 10-K, as filed on September 30, 2013.  You should carefully review the risks described in our Annual Report and in other documents we file from time to time with the Securities and Exchange Commission.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

 

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

 

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

 

Business Overview

 

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

 

On October 25, 2013, we entered into an Assignment Agreement For the Assignment of Management Right in Merapoh Gold Mines in Malaysia ("Assignment Agreement") with Federal Mining Resources Limited ("FMR"), a company incorporated under the laws of the British Virgin Islands.

 

FMR owns 85% equity interest in CSB, a privately limited liability company incorporated in Malaysia. CSB is the Mining Contractor of the Mining Lease for Site IV-1 at the Merapoh Gold Mine under the Contract for Work with MMC Corporation Berhad, the Permit Holder of the Mining Lease.

 

Under the terms of the Assignment Agreement, FMR assigned its management rights of CSB's mining operation in the Mining Lease to the Company, through its wholly-owned subsidiary Gold Billion Global Limited ("GBL"), in exchange for 80,000,000 shares of the Company's common stock, which constituted 95.26% of our issued and outstanding capital stock as of and immediately after the consummation of the acquisition.

 

GBL was established on February 7, 2013, by the Board of Directors of FMR to monitor the CSB operation. The acquisition of 100% of the issued and outstanding capital stock of GBL was agreed upon on October 18, 2013, and completed on October 25, 2013, subject to the approval of the Board of Directors and the audit of GBL.

 

On February 17, 2014, we entered into a Supplementary Agreement to the Assignment Agreement and completed a reverse acquisition of GBL pursuant to the Supplementary Agreement. As a result of the acquisition, the Company holds 100% equity interest in GBL and 85% variable interest in CSB. Our consolidated subsidiaries include GBL being our wholly-owned subsidiary and 85% of CSB being a variable interest entity (VIE) and deemed subsidiary of GBL. On April 1, 2014, GBL purchased 85% equity interest of CSB, and CSB became indirect subsidiary of the Company.

 

 
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Table of Contents

 

Corporate History and Structure

 

Verde Resources, Inc. was incorporated on April 22, 2010, in the State of Nevada, U.S.A. On October 17, 2013, Stephen Spalding and Michael Stiege resigned from all of their positions as officers and directors of the Company. In addition, the following persons were appointed to serve as directors and to assume the responsibilities of officers on October 17, 2013. Mr. Wu Ming Ding, as President and Director; Mr. Balakrishnan B S Muthu as Treasurer Chief Financial Officer, General Manager and Director; and Mr. Liang Wai Keen as Secretary. Mr. Wu and Mr. Muthu were added to the Board of Directors.

 

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

 

Effective August 27, 2014, the Company's Articles of Incorporation were amended to increase the authorized shares of the Company from 100,000,000 shares of common stock to 250,000,000 shares of common stock.

 

Effective February 20, 2016, Mr. Wu Ming Ding resigned all of his positions as President and Director of the Company with Mr. Balakrishnan B S Muthu being appointed President to fill the vacancy created. Effective February 20, 2016, Mr. Chen Ching was appointed Director of the Company and the entire Board of Directors now consists of Mr. Balakrishnan B S Muthu and Mr. Chen Ching.

 

The following diagram illustrates our current corporate structure:

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

 

 
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Contractual Arrangements

 

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

 

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

 

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

 

 

1.

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

 

i)

management and administrative rights over the day-to-day business affairs of CSB and the mining operation at Site IV-1 of the Merapoh Gold Mine;

 

ii)

final right for the appointment of members to the Board of Directors and the management team of CSB;

 

iii)

act as principal of CSB;

 

iv)

obligation to provide financial support to CSB;

 

v)

option to purchase an equity interest in CSB;

 

vi)

entitlement to future benefits and residual value of CSB;

 

vii)

right to impose no dividend policy;

 

viii)

human resources management.

 

 

2.

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

 

With the above agreements, GBL controls CSB as the primary beneficiary and the operating results of the VIE was included in the condensed consolidated financial statements for the nine months ended March 31, 2014.

 

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

 

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

 

Stage of Operation

 

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

 

According to the United States Industry Guide 7 (a) (4) on mining operations, the Merapoh Gold Mine is currently in the production stage because the mine has produced approximately 25 kilogram gold from January 2016 to December 2016. According to the ASC 930-330-20 Glossary, the production phase is defined as "when saleable minerals are extracted (produced) from an ore body, regardless of the level of production". However, the production is limited to a small part of the site, and extraction is alluvial gold only. The objective of the Company is preparing to improve the productivity of the mines to ensure that the operation will be carried out effectively and efficiently at minimum cost.

 

 
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Current Mining Property and Location

 

Merapoh Gold Mine (the "Mine")

 

The Merapoh Gold Mine is located in northern Pahang, with convenient road access through Kelantan directly to mine site and is about 400 kilometers away from Kuala Lumpur. The Mine is located in the middle of Malaysia gold metallogenic belt. The central gold belt is the source of the majority of the gold deposits in the peninsula. It lies between the western and eastern tin belts and extends from Kelantan (Sungai Pergau, Sungai Galas) to Pahang (Merapoh, Kuala Lipis, Raub), Terengganu (Lubuk Mandi), Negri Sembilan and Johor (Gunung Ledang).

 

 
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Table of Contents

 

Description of the Mining Process

 

A planned sequence of events is involved in mining a pit:

 

 

·

Identifying the resource

 

·

Creating access to the ore body

 

·

Removing the ore from the ore body

 

·

Refining of the concentrate

 

Our in-house exploration team identifies a target and undertakes exploration. Before any hole is drilled or rock mined, much planning goes into making sure the mining sequence runs smoothly and safely as possible. The process of creating access to the possible ore body includes possible ore excavation, possible ore assessment and possible ore segregation.

 

Process for removing ore concentrates from the ore body

 

 

1.

The ore body is transported to the treatment plants in vehicles capable of hauling huge, heavy loads.

 

2.

The ore body is separated into Ore Type 1 Stockpile and Ore Type 2 Stockpile.

 

3.

The monitor washes finer gold bearing material off larger rocks which is screened on an inclined coarse wire screen.

 

4.

An excavator is used to turn over the rocks so wash is removed from all sides of the coarse material.

 

5.

A monitor pushes the rock down the inclined coarse screen where the course is removed and stockpiled at the bottom.

 

6.

Finer material passes through the mesh screen into the sluice system and runs over the sluice.

 

7.

The carpets are removed and taken to refining facility for gold recovery.

 

8.

A suction pipe recovers water of the fine tailings pond for use in the system.

 

Refining of the concentrate

 

 

1.

The carpets holding concentrate from the sluice are brought to a shed in the camp site where the gold refined.

 

2.

The first stage of the refining is to wash the gold containing concentrate into large bins. This is pumped to a jig and shaking table.

 

3.

Nuggets are handpicked from the coarse fraction and the fine fraction is amalgamated to remove the gold. After distillation gold from the amalgam and the coarse are melted with flux and the gold is poured into small bars.

 

 
29
Table of Contents

 

Results of Operations

 

For the three months ended December 31, 2016 and 2015:

 

We have generated $186,767 and $201,748 revenues for the three months ended December 31, 2016 and 2015, and have recorded a gross income (loss) of $55,739 and $(79,681) for the three months ended December 31, 2016 and 2015. We have incurred $102,371 and $140,306 in operating expenses through December, 2016 and December 31, 2015. We have other income (expenses) $35,450 and $(33) for the three months ended December 31, 2016 and 2015.

 

The following table provides selected financial data about our company for the three months ended December 31, 2016 and December 31, 2015. 

 

Statement of Operation

 

12/31/2016

 

 

12/31/2015

 

 

Change

 

 

 

Amount

 

 

Amount

 

 

%

 

Revenue

 

$ 186,767

 

 

$ 201,748

 

 

(7%)

 

Cost of revenue

 

$ 131,028

 

 

$ 281,429

 

 

(53%)

 

Gross Income (Loss)

 

$ 55,739

 

 

$ (79,681 )

 

(170%)

 

Operating Expenses

 

$ 102,371

 

 

$ 140,306

 

 

(27%)

 

Other Income(Expenses)

 

$ 35,450

 

 

$ (33 )

 

(100%)

 

 

For the six months ended December 31, 2016 and 2015:

 

We have generated $557,003 and $324,449 revenues for the six months ended December 31, 2016 and 2015, and have recorded a gross loss of $79,047 and $65,127 for the six months ended December 31, 2016 and 2015. We have incurred $196,039 and $310,738 in operating expenses through December, 2016 and December 31, 2015. We have other income (expenses) $47,744 and $(5) for the six months ended December 31, 2016 and 2015.

 

The following table provides selected financial data about our company for the six months ended December 31, 2016 and December 31, 2015. 

 

Statement of Operation

 

12/31/2016

 

 

12/31/2015

 

 

Change

 

 

 

Amount

 

 

Amount

 

 

%

 

Revenue

 

$ 557,003

 

 

$ 324,449

 

 

 

72 %

Cost of revenue

 

$ 636,050

 

 

$ 389,576

 

 

 

63 %

Gross Loss

 

$ 79,047

 

 

$ 65,127

 

 

 

21 %

Operating Expenses

 

$ 196,039

 

 

$ 310,738

 

 

(37%)

 

Other Income(Expenses)

 

$ 47,744

 

 

$ (5 )

 

(100%)

 

 

The revenue derived from the sales of gold mineral to customers in Malaysia.  The decrease of revenue for the period ended December 31, 2016 was mainly due to a decrease in gold production and gold sales during the period.  Operating expenses comprised mainly of salaries, office costs, legal and professional fees and travelling expenses.  The operating expenses were mainly denominated in MYR and decrease compared with six months ended December 31, 2015 due to decrease of cost of revenue. Moreover, the average rate of MYR : USD for six months December 31, 2016 and December 31, 2015 was 0.2387 and 0.2375 respectively. However, the amount was increased by19% due to the exchange loss arising from the translation at closing balance for inter-company balance.

 

 
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Plan of Operation

 

Our Industry and Principal Markets

 

Based on the forecast of Business Monitor International, a leading independent proprietary data provider, Malaysia's mining industry is anticipated to reach US$38.7bn by 2017, growing at an annual average rate of 2.5% from 2011 levels. The bulk of this growth will be led by the country's nascent gold mining sector, which has attracted a number of foreign investors in recent years. Our mineral exploration activities are subject to extensive national and local government regulations in Malaysia, which regulations may be revised or expanded at any time. Generally, compliance with these regulations requires the company to obtain the permits issued by government regulatory agencies. Certain permits require periodic renewal or review of their conditions. Malaysia provides an attractive mining legislative environment for foreign investors, but there is the risk that these laws will change once the country is able to attract enough foreign money.

 

Subcontractor

 

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

 

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

 

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

 

Expansion Plans

 

At present, we are well positioned working with our third party subcontractor, who has the experience and local knowledge to manage our exploitation of alluvial gold at the Merapoh Gold Mine. The Company believes that there are excellent growth opportunities for its business outside Malaysia. We are constantly exploring for potential acquisition of mining projects in other parts of the world.

 

The Company is currently operating the gold mining operation at a small scale and is still at its initial stages to expand the production capacity of the gold mining operation. The Company has purchased a number of units of vehicles such as excavators, wheel loader, mobile mining equipment, motor vehicles and trucks for the mining of alluvial gold at the Mining Area. In the effort to expand production capacity, the Company intends to purchase more vehicles, machineries and equipment as well as to conduct feasibility studies for exploration of alluvial and lode gold resources.

 

The Company, through its wholly-owned subsidiary company Gold Billion Global Ltd ("GBL") entered into a letter of intent with Xinjiang Changhe Mining Co., Ltd ("XCM") on September 29, 2014. Under the letter of intent, GBL has offered to acquire ownership in XCM for the Ayigate Gold Project subject to due diligence. The Ayigate gold mine is located within the Tianshan region in Wuqia County, Xinjiang Uygur Autonomous Region of the People's Republic of China. After several discussions, the Company decided not to proceed with the offer to acquire ownership in XCM.

 

As our business is affected by the fluctuations of gold prices, the Company intends to diversify its product line by acquiring mining projects with potential for different mineral resources other than gold. We continue to hold discussions with other mining companies for potential collaboration to carry out exploration and exploitation works on other mineral resources in Southeast Asia regions. 

 

Limited Operating History; Need for Additional Capital

 

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

 

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

 

 
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Liquidity and Capital Resources

 

The following table provides selected cash flow data about our company for the six months ended December 31, 2016 and December 31, 2015.

 

Cash Flow Date

 

12/31/2016

 

 

12/31/2015

 

Net Loss from operation

 

$ 227,342

 

 

$ 595,890

 

Net Cash Generated/(Used) from operating activities

 

$ (67,013 )

 

$ (106,234 )

Net Cash Generated/(Used) from investing activities

 

$ -

 

 

$ -

 

Net Cash Generated/(Used) from financing activities

 

$ 184,783

 

 

$ (21,172

 

For the six months ended December 31, 2016, the Company had incurred net loss from operation of $227,342 which posted a negative impact to the company's cash flow. The reconciliation on non-cash items such as depreciations provide positive impact on cash.

 

In the operation analysis, the net cash used in operating activities decreased from $106,234 to $67,013. The $227,342 net loss was partially offset by the noncash expense such as $83,475 in depreciation.  In the operating assets and liabilities, the net decrease in current assets, such as accounts receivable from related parties, deposits and prepayment was $69,700 whereas the net increase in current liabilities, such as accounts payable, accrued liabilities, advanced from related parties and deposit received from customer was $7,154, which provided positive cash flow effect to offset the $227,342 loss in operation. The final result of the cash flow from operating activities was negative cash flow effect.

 

In the financing analysis, there was loan principal $5,217 repaid to the bank for the six months ended December 31, 2016, compared to $21,172 repaid to the bank for the six months ended December 31, 2015. There was also proceeds from the issuance of common stock of $190,000. The overall cash flow effect was positive.

 

Besides, the net increase in exchange rate effect of $43,275 provided a negative cash flow effect. The cash and cash equivalents at the end of December 31, 2016, was increased by $74,495 with $90,608 as balance.

 

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

 

Off-Balance Sheet Arrangements

 

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

 

 
32
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Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

 

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

 

Item 4.  Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

As of December 31, 2016, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management is dominated by three individuals without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officers in connection with the review of our financial statements as of December 31, 2016.

 

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

 

Changes in Internal Controls

 

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the three months ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 
33
Table of Contents

 

PART II – OTHER INFORMATION

 

Item 1.   Legal Proceedings.

 

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material

proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial

shareholder, is an adverse party or has a material interest adverse to our interest.

 

Item 1A.  Risk Factors.

 

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

 

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

 

N/A.

 

Item 3.   Defaults Upon Senior Securities.

 

None.

 

Item 4.   Mine Safety Disclosure.

 

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (" Dodd-Frank Act "), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic and annual reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine Safety and Health Act of 1977.  The Company did not have any mines in the United States during the period ended December 31, 2016.

 

Item 5.  Other Information.

 

There were changes in Directors and Executive Officers effective on February 20, 2016. For details, please refer to SC 14F1 and Form 8-K filed by the registrant to SEC on February 10, 2016 and February 22, 2016 respectively, at SEC website: www.sec.gov.

 

Item 6.  Exhibits.

 

The following exhibits are included as part of this report:

 

Exhibit No.

Description

31.1

Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.

31.2

Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.

32.1

Rule 1350 Certifications of Chief Executive Officer and Chief Financial Officer.

 

101*

 

*  The following financial information from Verde Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheets as of December 31, 2016, and June 30, 2016, (ii) Condensed Statements of Operations for the three and six months ended December 31, 2016 and 2015, (iii) Condensed Statements of Cash Flows for the six months ended December 31, 2016 and 2015, and (iv) Notes to Condensed Financial Statements.

 

 
34
Table of Contents

 

SIGNATURES

 

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

 

 

VERDE RESOURCES, INC.

 

(Registrant)

 

Dated: February 17, 2017

/s/ Balakrishnan B S Muthu

 

Balakrishnan B S Muthu

 

President

 

(Principal Executive Officer)

 

 
35

 

 

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