10-K/A: Verde Resources Inc. Files Amended 10-K, Shifting Focus to Renewable Energy and Sustainable Development

Sentiment:

Annual Results


Verde Resources Inc. files an amended 10-K, highlighting its strategic shift from mining to renewable energy and sustainable development, including biochar-asphalt projects and carbon credit generation.

Capital raiseThe company believes that it will require approximately $2 million over the next 18 months to implement its business plan.The company intends to finance its business expansion efforts through loans and investments from existing shareholders, financial institutions and investors.
Worse than expectedThe company reported a net loss of $3,998,960 for the year ended June 30, 2023, which is worse than the net loss of $3,954,414 in 2022.The company's independent auditors have expressed substantial doubt about its ability to continue as a going concern.The company has identified material weaknesses in its internal controls over financial reporting.

Summary

  • Verde Resources Inc. has filed an amendment to its annual report on Form 10-K for the fiscal year ended June 30, 2023, to include a revised audit report.
  • The company is undergoing a restructuring to focus on renewable energy and sustainable development, moving away from its previous mining operations.
  • Verde Resources divested its mining business by selling its subsidiary CSB on April 20, 2023.
  • The company is now focused on the production and distribution of renewable commodities, distribution of THC-free CBD products, and real property holding.
  • A key partnership with Green Carbon Industries (GCI) provides exclusive access to intellectual property for biochar-asphalt projects in the U.S.
  • Verde Resources is registered as a Carbon Removal Credit supplier with Puro.earth, aiming to generate revenue through carbon removal credits.
  • The company reported a net loss of $3,998,960 for the year ended June 30, 2023, compared to a net loss of $3,954,414 in 2022.
  • Revenue increased to $158,098 in 2023 from $38,169 in 2022, primarily from rental income and distribution of renewable commodities.
  • Operating expenses increased to $3,216,022 in 2023 from $1,905,301 in 2022, mainly due to higher consultancy and legal fees.
  • The company believes it will require approximately $2 million over the next 18 months to implement its business plan.

Sentiment

Score: 5

Explanation: The document presents a mixed picture. While the strategic shift towards renewable energy and the new partnerships are positive, the significant net loss, increased operating expenses, and going concern issues raise concerns. The sentiment is neutral to slightly negative due to the financial challenges.

Positives

  • The strategic shift towards renewable energy and sustainability positions the company in a growing market.
  • The partnership with GCI and the development of biochar-asphalt projects offer innovative solutions for carbon reduction.
  • Registration with Puro.earth as a Carbon Removal Credit supplier provides a new revenue stream.
  • The company has successfully completed the first biochar-asphalt installation in the United States.
  • Revenue has increased significantly year-over-year, indicating growth in the new business areas.

Negatives

  • The company reported a net loss of $3,998,960 for the year ended June 30, 2023.
  • Operating expenses have increased significantly, impacting profitability.
  • The company's independent auditors have expressed substantial doubt about its ability to continue as a going concern.
  • The company has a history of recurring net losses and an accumulated deficit.
  • The company has identified material weaknesses in its internal controls over financial reporting.

Risks

  • The company is dependent on key personnel, and the loss of these individuals could negatively impact operations.
  • The COVID-19 pandemic and other future pandemics may disrupt business operations.
  • Global economic conditions, including inflation, may negatively impact the company's business and profitability.
  • The company is subject to risks associated with doing business internationally, including difficulties in enforcing liabilities in foreign jurisdictions.
  • Failure to comply with the United States Foreign Corrupt Practices Act could result in penalties.
  • Climate change and related regulations may increase compliance costs.
  • The company may not be able to maintain effective internal controls over financial reporting.
  • Changes in interest rates could negatively impact the company's results of operations.
  • The company's shares are defined as penny stock, which may affect the ability to resell shares.
  • The company has a limited operating history and may require additional capital to implement its business plan.

Future Outlook

The company intends to focus on renewable energy and sustainability development, including biochar-asphalt projects and carbon credit generation. They believe they will require approximately $2 million over the next 18 months to implement their business plan.

Management Comments

  • The Company took a significant strategic shift by divesting its mining operations in Malaysia to concentrate exclusively on advancing its green and climate-focused initiatives.
  • Our overarching ambition is to emerge as a prominent leader in delivering net-zero solutions while pioneering efforts in decarbonization and regenerative environmental projects.
  • We will engage key stakeholders to develop licensed and accountable measures that will assist in shaping and defining a sustainable credit exchange for the commercial market.
  • The American showcase projects will serve as compelling evidence of the technologys capability in carbon sequestration, efficiently mitigating greenhouse gas, enhancing durability and cost efficiencies, all while simultaneously addressing pressing environmental challenges.
  • The Companys endeavors are poised to unlock revenue opportunities by generating Carbon Removal Credits (CORCs).

Industry Context

This announcement reflects a broader industry trend of companies shifting towards sustainable and renewable energy solutions. The focus on biochar-asphalt and carbon credits aligns with global efforts to reduce carbon emissions and combat climate change. The company is positioning itself to capitalize on the growing demand for green technologies and carbon offset solutions.

Comparison to Industry Standards

  • The shift from mining to renewable energy is a significant strategic change, aligning Verde Resources with companies like Neste and Renewable Energy Group that focus on biofuels and renewable materials.
  • The biochar-asphalt technology is comparable to innovations by companies like CarbonBuilt and Solidia Technologies in the low-carbon construction materials sector.
  • The partnership with Puro.earth for carbon credits is similar to other companies participating in carbon offset markets, such as South Pole and Climate Impact Partners.
  • The company's revenue growth of 314.2% is notable, but it is still in the early stages of its transition and needs to demonstrate sustained profitability.
  • The net loss of $3,998,960 highlights the challenges of transitioning to new business models and the need for further financial improvements.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
DirectorCarl CravenJack Wong2023-03-30Carl Craven voluntarily resigned, and Jack Wong was appointed to fill the vacancy.
PresidentJack WongNA2023-09-12Jack Wong stepped down from his position as President, but remains as Chief Executive Officer.
Chairman of the Board of DirectorsNAJack Wong2023-09-12Jack Wong was appointed as Chairman of the Board of Directors.
Chief Operating OfficerNAEric Bava2023-10-01Eric Bava was appointed to drive the company's climate-tech innovation.
Chief Technology OfficerNAAndre van Zyl2023-10-01Andre van Zyl was appointed to drive the company's climate-tech innovation.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Audit CommitteeThe company does not have a functioning audit committee.NAThis is a material weakness in internal controls.
Board IndependenceThe company lacks a majority of outside directors on its board.NAThis results in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

Related Party Transactions

  • The company has engaged in various transactions with related parties, including sales, site expenses, professional services, and interest payments.
  • There are significant amounts due to and from related parties, including Borneo Oil Corporation Sdn Bhd, Taipan International Limited, and Victoria Capital Sdn Bhd.

Stakeholder Impact

  • Shareholders may be concerned about the company's net losses and going concern issues.
  • Employees may be affected by the company's restructuring and potential need for additional capital.
  • Customers may benefit from the company's focus on sustainable and renewable products.
  • Suppliers may be impacted by the company's shift in business focus.
  • Creditors may be concerned about the company's financial stability and ability to repay debts.

Next Steps

  • The company will focus on developing and scaling its biochar-asphalt projects.
  • The company will work to generate revenue through carbon removal credits.
  • The company will seek additional financing to support its business plan.
  • The company will continue to develop its partnerships in the green industry and CBD sector.
  • The company will work to improve its internal controls over financial reporting.

Key Dates

DateDescription
2010-04-22Verde Resources, Inc. was incorporated in the State of Nevada, U.S.A.
2013-10-17Initial directors and officers were appointed.
2013-10-25Assignment Agreement for management rights in Merapoh Gold Mines was entered into.
2014-02-17Supplementary Agreement to the Assignment Agreement was signed.
2014-04-01VRAP exercised its option to purchase an 85% equity interest of CSB.
2016-02-20Mr. Wu Ming Ding resigned, and Mr. Balakrishnan B S Muthu was appointed President.
2016-02-20Mr. Chen Ching was appointed Director of the Company.
2018-02-02Articles of Incorporation were amended to increase authorized shares.
2021-03-31Mr. Carl M. Craven was appointed Director of the Company.
2021-05-10Sale and Purchase Agreement to acquire assets of biofraction plant was announced.
2021-05-12Share Sale Agreement for the acquisition of Bio Resources Limited was announced.
2021-06-09Debt Settlement Agreement with creditors was entered into.
2021-06-11VRAP entered into a Sale and Purchase of Assets Agreement for a factory site.
2021-06-18VRAP entered into a Shares Sale Agreement with Lamax Gold Limited.
2021-07-07Product Supply Agreement with MRX Xtractors, LLC was entered into.
2021-08-10Verde Renewables, Inc. and Verde Estates, LLC were formed.
2021-11-15Verde Life Inc. was formed.
2022-01-17Verde Resources (Malaysia) Sdn Bhd was formed.
2022-01-20Mutual agreement with Lenders to convert promissory notes into shares.
2022-02-10Commercial Lease Agreement and Option to Purchase for La Belle property was entered into.
2022-03-02Cancellation of Sale and Purchase of Assets Agreement and Commercial Lease Agreement for factory site.
2022-03-23Sale of Shares Agreement with The Wision Project Sdn Bhd was entered into.
2022-04-19Term Sheet for Regenerative Carbon Negative Agriculture Initiative with The Borneo Food Group Sdn. Bhd was entered into.
2022-04-27Professional Engineering Services Contract with BioDiverse Energies, LLC was entered into.
2022-04-29Verde Renewables, Inc. closed on the purchase of residential property in Chesterfield, Missouri.
2022-06-08Services Agreement with Gary F. Zimmer was entered into.
2022-10-12Acquisition of BRL was consummated.
2022-10-26Corporate consulting services agreement with Dutchess Group LLC was entered into.
2022-11-08Jack Wong was appointed Chief Executive Officer of Verde Renewables, Inc and Verde Life Inc.
2022-11-22Product Distribution Agreement with Country Farms Sdn Bhd was entered into.
2022-11-30Services Agreement with Y M Tengku Chanela Jamidah Y A M Tengku Ibrahim was entered into.
2022-12-01Services Agreement with Steven Sorhus was entered into.
2022-12-01Services Agreement with EMGTA LLC was entered into.
2022-12-07Supplementary Agreement to Promissory Note for BRL acquisition was entered into.
2022-12-09Conversion of promissory notes into shares was completed.
2022-12-15Services Agreement with Looi Pei See was entered into.
2023-03-13Share Sale Agreement to sell CSB was entered into.
2023-03-13Settlement of Debts Agreement and Promissory Note with Borneo Oil Corporation Sdn Bhd was entered into.
2023-03-23Shares Sale Agreement with Murugesu A/L M. Narasimha and Deivamalar A/P Kandiah for Vata VM Synergy (M) Sdn. Bhd. was entered into.
2023-03-30Carl Craven resigned as Director, and Jack Wong was appointed Director.
2023-04-20Disposition of CSB was completed.
2023-08-07Partnership with Green Carbon Industries (GCI) was announced.
2023-08-30First biochar-asphalt installation in the United States was completed.
2023-09-25Biochar-asphalt installation in Gramercy, Louisiana was completed.

Keywords

renewable energy, biochar, carbon credits, sustainable development, pyrolysis, CBD, carbon sequestration, bio-asphalt, climate-tech, green economy

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