| REVISIONS OF PRIOR-YEAR COMPARATIVE AMOUNTS |
NOTE 24 – REVISIONS OF PRIOR-YEAR COMPARATIVE AMOUNTS
During the preparation of the
consolidated financial statements for the year ended June 30, 2025, management identified errors in the classification of certain
share-based compensation arrangements and equity balances in the previously issued unaudited condensed consolidated financial
statements for the period ended March 31, 2025. As a result, the Company has revised certain prior-year comparative amounts to
correct these errors. The Company evaluated these adjustments in accordance with ASC 250-10-45-22 through 45-26 and concluded that
the revision was required to correct errors in the application of ASC 718, specifically related to the classification of certain
equity-related balances. Management determined that certain share-based compensation arrangements for which the service inception
period had commenced, but the grant-date criteria under ASC 718 had not yet been met, were previously presented within
stockholders’ equity. Under ASC 718, when the grant date has not occurred but services have begun, the related cost
attribution should be recognized as a liability until the grant-date criteria are satisfied. Accordingly, the Company has revised
the comparative Statement of Changes in Equity as of March 31, 2025 to reclassify the related accrued share-based compensation
amounts from stockholders’ equity to current liabilities.
In addition, the Company adjusted
the presentation of certain equity related accounts to reflect their appropriate classification in accordance with U.S. GAAP. The
Company further evaluated whether the identified errors were material to the previously issued unaudited condensed financial
statements in accordance with ASC 250 and Staff Accounting Bulletin No. 99. Based on this evaluation, the Company determined that
the errors were not material, either individually or in the aggregate, to the prior period financial statements and did not
materially impact trends in results of operations, compliance with regulatory requirements, or key financial metrics. Accordingly,
the Company concluded that a revision of certain comparatives included in the current filing relating to prior period unaudited
condensed financial statements (commonly referred to as a “little ‘r’ restatement”) was appropriate and has
revised the prior period unaudited condensed financial statements in the current filing to correct these errors and enhance
transparency.
Equity and Share-Based Compensation Presentation
Certain balances previously presented as common stock
to be issued were combined with common stock issued and common stock to be cancelled were combined within additional
paid-in capital in the unaudited condensed consolidated statements of changes in stockholders’
equity to reflect issued share capital on a consistent basis.
Certain share-based compensation arrangements with a non-employee for which
the service inception period had not yet commenced, but for which the grant-date criteria under ASC 718 had been satisfied as of December
31, 2024, were previously presented within stockholders’ equity as deferred stock-based compensation as at December 31, 2024. Upon
further evaluation, management determined that the related compensation cost should be classified as prepaid share-based compensation
as at December 31, 2024 as the grant-date criteria was met as at that reporting date and the shares were committed to be issued. Accordingly,
these amounts previously included as deferred stock-based compensation in stockholders’ equity as of December 31, 2024 were reclassified
to prepaid share-based compensation in the consolidated balance sheet as at December 31, 2024, resulting in a corresponding change to
the stockholders’ equity balance as at December 31, 2024.
Certain share-based compensation arrangements
for which the service inception period had commenced, but for which the grant-date criteria under ASC 718 had not yet been satisfied,
were previously presented within stockholders’ equity. Upon further evaluation, management determined that the related compensation
cost should be classified as a current liability until the grant-date criteria are met. Accordingly, certain amounts previously included
in stockholders’ equity as of July 1, 2024 (June 30, 2024) were reclassified to current liabilities in the consolidated balance
sheet, resulting in a corresponding change to the opening stockholders’ equity balance.
The revisions described above had no impact on previously
reported net loss, earnings per share, total assets, or total cash flows. However, it resulted in changes to the classification and presentation
of certain line items within the consolidated statements of changes in stockholders’ equity.
Consolidated statements
of changes in stockholders’ equity line item
SCHEDULE OF CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
Common stock | | |
Common stock to be | | |
Common stock to be | | |
Deferred stock-based | | |
Additional paid-in | | |
| |
| | |
No. of shares | | |
Amount | | |
issued | | |
cancelled | | |
compensation | | |
capital | | |
Total | |
| Balance as of July 1, 2024 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| 1,222,245,276 | | |
$ | 1,199,358 | | |
$ | 22,887 | | |
$ | (375 | ) | |
$ | - | | |
$ | 49,921,380 | | |
$ | 37,591,140 | |
| - Revisions | |
| (898,690 | ) | |
$ | 21,988 | | |
$ | (22,887 | ) | |
$ | 375 | | |
$ | - | | |
$ | (274,346 | ) | |
$ | (274,870 | ) |
| - As revised | |
| 1,221,346,586 | | |
$ | 1,221,346 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 49,647,034 | | |
$ | 37,316,270 | |
| Balance | |
| 1,221,346,586 | | |
$ | 1,221,346 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 49,647,034 | | |
$ | 37,316,270 | |
| Shares issued for private placement | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| 6,024,439 | | |
$ | 6,024 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 577,976 | | |
$ | 584,000 | |
| - Revisions | |
| 3,277,775 | | |
$ | 3,278 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 316,722 | | |
$ | 320,000 | |
| - As revised | |
| 9,302,214 | | |
$ | 9,302 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 894,698 | | |
$ | 904,000 | |
| Shares issued for private placement | |
| 9,302,214 | | |
$ | 9,302 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 894,698 | | |
$ | 904,000 | |
| Share issued for previously committed private placement | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| - | | |
$ | 21,988 | | |
$ | (21,988 | ) | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| - Revisions | |
| - | | |
$ | (21,988 | ) | |
$ | 21,988 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| - As revised | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Share issued for previously committed private placement | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Shares issued to service provider | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| 2,302,890 | | |
$ | 2,303 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 788,506 | | |
$ | 790,809 | |
| - Revisions | |
| 5,053,660 | | |
$ | 5,053 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 879,186 | | |
$ | 884,239 | |
| - As revised | |
| 7,356,550 | | |
$ | 7,356 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 1,667,692 | | |
$ | 1,675,048 | |
| Shares issued to service provider | |
| 7,356,550 | | |
$ | 7,356 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 1,667,692 | | |
$ | 1,675,048 | |
| Shares issued for previously committed issued to service provider | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| - | | |
$ | 397 | | |
$ | (397 | ) | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| - Revisions | |
| - | | |
$ | (397 | ) | |
$ | 397 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| - As revised | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Shares issued for previously committed issued to service provider | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Shares issued for previously committed issued to employee | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| - | | |
$ | 502 | | |
$ | (502 | ) | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| - Revisions | |
| - | | |
$ | (502 | ) | |
$ | 502 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| - As revised | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Shares issued for previously committed issued to employee | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Shares issued to employee | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| 1,518,420 | | |
$ | 1,518 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 409,213 | | |
$ | 410,731 | |
| - Revisions | |
| 551,580 | | |
$ | 552 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | (165,968 | ) | |
$ | (165,416 | ) |
| - As revised | |
| 2,070,000 | | |
$ | 2,070 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 243,245 | | |
$ | 245,315 | |
| Shares issued to employee | |
| 2,070,000 | | |
$ | 2,070 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 243,245 | | |
$ | 245,315 | |
| Shares to be issued for private placement | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| 3,277,775 | | |
$ | - | | |
$ | 3,278 | | |
$ | - | | |
$ | - | | |
$ | 316,722 | | |
$ | 320,000 | |
| - Revisions | |
| (3,277,775 | ) | |
$ | - | | |
$ | (3,278 | ) | |
$ | - | | |
$ | - | | |
$ | (316,722 | ) | |
$ | (320,000 | |
| - As revised | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Shares to be issued for private placement | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Shares to be issued to service provider | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| 4,656,550 | | |
$ | - | | |
$ | 4,656 | | |
$ | - | | |
$ | (745,048 | ) | |
$ | 740,392 | | |
$ | - | |
| - Revisions | |
| (4,656,550 | ) | |
$ | - | | |
$ | (4,656 | ) | |
$ | - | | |
$ | 745,048 | | |
$ | (740,392 | ) | |
$ | - | |
| - As revised | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Shares to be issued to service provider | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Shares issued to service provider | |
| 4,565,550 | | |
$ | 4,656 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 740,392 | | |
$ | 745,048 | |
| Shares to be issued to employee | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| 50,000 | | |
$ | - | | |
$ | 50 | | |
$ | - | | |
$ | - | | |
$ | 9,230 | | |
$ | 9,280 | |
| - Revisions | |
| (50,000 | ) | |
$ | - | | |
$ | (50 | ) | |
$ | - | | |
$ | - | | |
$ | (9,230 | ) | |
$ | (9,280 | ) |
| - As revised | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Shares to be issued to employee | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Share based compensation to employee | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| - Revisions | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 92,044 | | |
$ | 92,044 | |
| - As revised | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 92,044 | | |
$ | 92,044 | |
| Share based compensation to employee | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 92,044 | | |
$ | 92,044 | |
| Balance as of December 31, 2024 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| 1,249,280,892 | | |
$ | 1,241,296 | | |
$ | 7,984 | | |
$ | (375 | ) | |
$ | (745,048 | ) | |
$ | 53,385,101 | | |
$ | 37,958,212 | |
| - Revisions | |
| - | | |
$ | 7,984 | | |
$ | (7,984 | ) | |
$ | 375 | | |
$ | 745,048 | | |
$ | (218,706 | ) | |
$ | 526,717 | |
| - As revised | |
| 1,249,280,892 | | |
$ | 1,249,280 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 53,166,395 | | |
$ | 38,484,929 | |
| Balance | |
| 1,249,280,892 | | |
$ | 1,249,280 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 53,166,395 | | |
$ | 38,484,929 | |
| Shares issued for private placement | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| 3,905,555 | | |
$ | 3,906 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 386,094 | | |
$ | 390,000 | |
| - Revisions | |
| 183,333 | | |
$ | 183 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 24,817 | | |
$ | 25,000 | |
| - As revised | |
| 4,088,888 | | |
$ | 4,089 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 410,911 | | |
$ | 415,000 | |
| Shares issued for private placement | |
| 4,088,888 | | |
$ | 4,089 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 410,911 | | |
$ | 415,000 | |
| Share issued for previously committed private placement | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| - | | |
$ | 3,278 | | |
$ | (3,278 | ) | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| - Revisions | |
| - | | |
$ | (3,278 | ) | |
$ | 3,278 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| - As revised | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Share issued for previously committed private placement | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Shares issued for previously committed issued to service provider | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| - | | |
$ | 4,656 | | |
$ | (4,656 | ) | |
$ | - | | |
$ | 745,048 | | |
$ | - | | |
$ | 745,048 | |
| - Revisions | |
| - | | |
$ | (4,656 | ) | |
$ | 4,656 | | |
$ | - | | |
$ | (745,048 | ) | |
$ | - | | |
$ | (745,048 | ) |
| - As revised | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Shares issued for previously committed issued to service provider | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Shares issued for previously committed issued to employee | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| - | | |
$ | 50 | | |
$ | (50 | ) | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| - Revisions | |
| - | | |
$ | (50 | ) | |
$ | 50 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| - As revised | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Shares issued for previously committed issued to employee | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Shares to be issued for private placement | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| 183,333 | | |
$ | - | | |
$ | 183 | | |
$ | - | | |
$ | - | | |
$ | 24,817 | | |
$ | 25,000 | |
| - Revisions | |
| (183,333 | ) | |
$ | - | | |
$ | (183 | ) | |
$ | - | | |
$ | - | | |
$ | (24,817 | ) | |
$ | (25,000 | ) |
| - As revised | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Shares to be issued for private placement | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Share based compensation to employee | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| - Revisions | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 92,331 | | |
$ | 92,331 | |
| - As revised | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 92,331 | | |
$ | 92,331 | |
| Share based compensation to employee | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 92,331 | | |
$ | 92,331 | |
| Balance as of March 31, 2025 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| 1,253,169,780 | | |
$ | 1,252,986 | | |
$ | 183 | | |
$ | (375 | ) | |
$ | - | | |
$ | 53,776,212 | | |
$ | 37,942,163 | |
| - Revisions | |
| - | | |
$ | 183 | | |
$ | (183 | ) | |
$ | 375 | | |
$ | - | | |
$ | (126,375 | ) | |
$ | (126,000 | ) |
| - As revised | |
| 1,253,169,780 | | |
$ | 1,253,169 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 53,649,837 | | |
$ | 37,816,163 | |
| Balance | |
| 1,253,169,780 | | |
$ | 1,253,169 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 53,649,837 | | |
$ | 37,816,163 | |
The revised presentation reflects the correction of
classification errors described above, as well as related adjustments to improve the consistency and comparability of the Company’s
financial statement presentation between periods.
In the consolidated statements of
operations and comprehensive loss, the weighted average shares of common stock outstanding for the three months ended March 31, 2025
were also revised compared to the amounts previously reported in the Company’s Quarterly Report on Form 10-Q for the period
ended March 31, 2025.
In connection with the revisions, the
Company also reclassified certain lease-related and stock-based compensation cash flow amounts within the consolidated statements of
cash flows to conform to the current year presentation. These revisions include the correction of classification errors related to certain
lease-related cash flows previously misclassified between operating and financing activities, revisions to the classification of stock-based
compensation between non-employee and employee categories, and expanded supplemental cash flow disclosures, including interest paid and
noncash investing and financing activities.
These revisions were made in accordance
with ASC 842, Leases, ASC 718, Compensation-Stock Compensation, and ASC 230, Statement of Cash Flows, and did not impact the total net change in cash for the period.
SCHEDULE
OF CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Consolidated statements of cash flows line item | |
As previously reported | | |
Revisions | | |
As revised | |
| | |
| | |
| | |
| |
| Stock-based compensation-nonemployee | |
$ | 1,002,807 | | |
$ | (5,339 | ) | |
$ | 997,468 | |
| Stock-based compensation-employee | |
$ | 288,673 | | |
$ | 5,339 | | |
$ | 294,012 | |
| Operating lease expense | |
$ | 5,368 | | |
$ | 21,846 | | |
$ | 27,214 | |
| Repayment of operating lease liabilities | |
$ | - | | |
$ | (27,214 | ) | |
$ | (27,214 | ) |
| Total cash flows from operating activities | |
$ | (2,585,890 | ) | |
$ | (5,368 | ) | |
$ | (2,591,258 | ) |
| | |
| | | |
| | | |
| | |
| Lease interest paid | |
$ | (5,368 | ) | |
$ | 5,368 | | |
$ | - | |
| Total cash flows from financing activities | |
$ | 325,052 | | |
$ | (5,368 | ) | |
$ | 330,420 | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |
| | | |
| | | |
| | |
| Cash paid for interest | |
$ | - | | |
$ | 16,247 | | |
$ | 16,247 | |
| SUPPLEMENTAL NONCASH DISCLOSURE: | |
| | | |
| | | |
| | |
| Share issuance for employee compensation | |
$ | - | | |
$ | 294,011 | | |
$ | 294,011 | |
| Promissory note to related party settled by Company’s common stock | |
$ | - | | |
$ | 675,888 | | |
$ | 675,888 | |
During
the preparation of the condensed consolidated financial statements for the nine-months ended March 31, 2026, management restated the
weighted average number of shares (basic and diluted) for the three-months ended March 31, 2025.
SCHEDULE
OF CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Consolidated
statements of operations |
|
As
previously reported |
|
|
Revisions |
|
|
As
revised |
|
| |
|
|
|
|
|
|
|
|
|
| Weighted
average common stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
| -
Basic and diluted |
|
|
1,238,271,472 |
|
|
|
12,553,853 |
|
|
|
1,250,825,325 |
|
|
NOTE
24 – REVISIONS OF PRIOR-YEAR COMPARATIVE AMOUNTS
During
the preparation of the consolidated financial statements for the year ended June 30, 2025, management identified errors in the classification
of certain share-based compensation arrangements and equity balances in the previously issued consolidated financial statements for the
year ended June 30, 2024. As a result, the Company has revised certain prior-year comparative amounts to correct these errors.
The
Company evaluated these adjustments in accordance with ASC 250-10-45-22 through 45-26 and concluded that the revision was required to
correct errors in the application of ASC 718, specifically related to the classification of certain equity-related balances.
Management
determined that certain share-based compensation arrangements for which the service inception period had commenced, but the grant-date
criteria under ASC 718 had not yet been established, were previously presented within stockholders’ equity. Under ASC 718, when the grant
date has not occurred but services have begun, the related cost attribution should be recognized as a liability until the grant-date
criteria are satisfied. Accordingly, the Company has revised the comparative balance sheet as of June 30, 2024 to reclassify the related
accrued share-based compensation amounts from stockholders’ equity to current liabilities. In addition, the Company adjusted the
presentation of certain equity-related accounts to reflect their appropriate classification in accordance with U.S. GAAP.
The
Company further evaluated whether the identified errors were material to the previously issued financial statements in accordance with
ASC 250 and Staff Accounting Bulletin No. 99. Based on this evaluation, the Company determined that the errors were not material, either
individually or in the aggregate, to the prior period financial statements and did not materially impact trends in results of operations,
compliance with regulatory requirements, or key financial metrics. Accordingly, the Company concluded that a revision of prior period
financial statements (commonly referred to as a “little r” revision) was appropriate and has revised the prior period financial
statements in the current filing to correct these errors and enhance transparency.
Equity
and Share-Based Compensation Presentation
(i)
Certain balances previously presented as Common Stock to be issued were combined with Common Stock issued in the consolidated statements
of changes in stockholders’ equity to reflect issued share capital on a consistent basis.
(ii)
Balances previously presented as Common Stock to be cancelled and Common Stock subject to forfeiture were reclassified within APIC to
appropriately reflect their nature as equity adjustments, for issued fully vested and non-forfeitable stocks issued, which were mutually
agreed to be cancelled as of the year end.
(iii)
Share-based compensation arrangements for which the service inception period had commenced but the grant-date criteria under ASC 718
had not yet been met were previously presented within stockholders’ equity. Management determined that the related cost attribution
should be presented as a current liability until the grant-date criteria are satisfied. Accordingly, these balances have been reclassified
from stockholders’ equity to current liabilities in the consolidated balance sheet as of June 30, 2024.
The
revisions described above had no impact on previously reported net loss, earnings per share, total assets, or total cash flows. However,
it resulted in changes to the classification and presentation of certain line items within the consolidated balance sheet and consolidated
statements of changes in stockholders’ equity.
VERDE
RESOURCES, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED JUNE 30, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
Summary
of Restated Comparative Amounts (June 30, 2024)
SCHEDULE OF CONSOLIDATED STATEMENTS OF BALANCE SHEET
| Consolidated balance sheet line item | |
As previously
reported | | |
Revisions | | |
As revised | |
| | |
| | |
| | |
| |
| Accrued share-based compensation for nonemployee | |
$ | - | | |
$ | 139,191 | | |
$ | 139,191 | |
| Accrued share-based compensation for employee | |
$ | - | | |
| 135,679 | | |
| 135,679 | |
| Accrued share-based compensation | |
$ | - | | |
| 135,679 | | |
| 135,679 | |
| Total current liabilities | |
$ | 2,478,231 | | |
$ | 275,659 | | |
$ | 2,753,890 | |
| Total liabilities | |
$ | 2,569,398 | | |
$ | 275,659 | | |
$ | 2,845,057 | |
| | |
| | | |
| | | |
| | |
| Common stock | |
$ | 1,199,358 | | |
$ | 21,988 | | |
$ | 1,221,346 | |
| Common stock to be issued | |
$ | 22,887 | | |
$ | (22,887 | ) | |
$ | - | |
| Common stock to be cancelled | |
$ | (375 | ) | |
$ | 375 | | |
$ | - | |
| Additional paid-in capital | |
$ | 49,921,380 | | |
$ | (274,346 | ) | |
$ | 49,647,034 | |
| Total equity | |
$ | 37,591,140 | | |
$ | (274,870 | ) | |
$ | 37,316,270 | |
| Total equity and liabilities | |
$ | 40,160,538 | | |
$ | 789 | | |
$ | 40,161,327 | |
Consolidated
statements of changes in stockholders’ equity line item
SCHEDULE OF CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
| | |
No. of shares | | |
Amount | | |
issued | | |
cancelled | | |
capital | | |
Total | |
| | |
Common stock | | |
Common stock to be | | |
Common stock to be | | |
Additional paid-in | | |
| |
| | |
No. of shares | | |
Amount | | |
issued | | |
cancelled | | |
capital | | |
Total | |
| Shares issued for private placement | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| 22,662,899 | | |
$ | 22,663 | | |
$ | - | | |
$ | - | | |
$ | 2,128,544 | | |
$ | 2,151,207 | |
| - Revisions | |
| 21,988,333 | | |
$ | 21,988 | | |
$ | - | | |
$ | - | | |
$ | 2,145,012 | | |
$ | 46,818,232 | |
| - As revised | |
| 44,651,232 | | |
$ | 44,651 | | |
$ | - | | |
$ | - | | |
$ | 4,273,556 | | |
$ | 48,969,439 | |
| Shares issued for private placement | |
| 44,651,232 | | |
$ | 44,651 | | |
$ | - | | |
$ | - | | |
$ | 4,273,556 | | |
$ | 48,969,439 | |
| Shares to be issued for private placement | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| 21,988,335 | | |
$ | - | | |
$ | 21,988 | | |
$ | - | | |
$ | 2,145,012 | | |
$ | 2,167,000 | |
| - Revisions | |
| (21,988,335 | ) | |
$ | - | | |
$ | (21,988 | ) | |
$ | - | | |
$ | (2,145,012 | ) | |
$ | (2,167,000 | ) |
| - As revised | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Shares to be issued for private placement | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Common stock subject to forfeiture | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| - | | |
$ | - | | |
$ | - | | |
$ | (1,175 | ) | |
$ | (175,105 | ) | |
$ | (176,280 | ) |
| - Revisions | |
| - | | |
$ | - | | |
$ | - | | |
$ | 1,175 | | |
$ | 175,105 | | |
$ | 176,280 | |
| - As revised | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Common stock subject to forfeiture | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Shares cancelled | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| (800,000 | ) | |
$ | 800 | | |
$ | - | | |
$ | 800 | | |
$ | - | | |
$ | - | |
| - Revisions | |
| 295,076 | | |
$ | 295 | | |
$ | - | | |
$ | (800 | ) | |
$ | (175,480 | ) | |
$ | (175,985 | ) |
| - As revised | |
| (504,924 | ) | |
$ | (505 | ) | |
$ | - | | |
$ | - | | |
$ | (175,480 | ) | |
$ | (175,985 | ) |
| Shares cancelled | |
| (504,924 | ) | |
$ | (505 | ) | |
$ | - | | |
$ | - | | |
$ | (175,480 | ) | |
$ | (175,985 | ) |
| Shares to be issued to service providers | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| 397,108 | | |
$ | - | | |
$ | 397 | | |
$ | - | | |
$ | 138,794 | | |
$ | 139,191 | |
| - Revisions | |
| (397,108 | ) | |
$ | - | | |
$ | (397 | ) | |
$ | - | | |
$ | (138,794 | ) | |
$ | (139,191 | ) |
| - As revised | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Shares to be issued to service providers | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Shares to be issued to employee | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| 501,580 | | |
$ | - | | |
$ | 502 | | |
$ | - | | |
$ | 135,177 | | |
$ | 135,679 | |
| - Revisions | |
| (501,580 | ) | |
$ | - | | |
$ | (502 | ) | |
$ | - | | |
$ | (135,177 | ) | |
$ | (135,679 | ) |
| - As revised | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Shares to be issued to employee | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Reissued shares previously cancelled to service providers | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| 295,076 | | |
$ | 295 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 295 | |
| - Revisions | |
| (295,076 | ) | |
$ | (295 | ) | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | (295 | ) |
| - As revised | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Reissued shares previously cancelled to service providers | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Balance as of June 30, 2024 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| - As previously reported | |
| 1,222,245,276 | | |
$ | 1,199,358 | | |
$ | 22,887 | | |
$ | (375 | ) | |
$ | 49,921,380 | | |
$ | 37,591,140 | |
| - Revisions | |
| (898,690 | ) | |
$ | 21,988 | | |
$ | (22,887 | ) | |
$ | 375 | | |
$ | (274,346 | ) | |
$ | (274,870 | ) |
| - As revised | |
| 1,221,346,586 | | |
$ | 1,221,346 | | |
$ | - | | |
$ | - | | |
$ | 49,647,034 | | |
$ | 37,316,270 | |
| Balance | |
| 1,221,346,586 | | |
$ | 1,221,346 | | |
$ | - | | |
$ | - | | |
$ | 49,647,034 | | |
$ | 37,316,270 | |
VERDE
RESOURCES, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED JUNE 30, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
Summary
of Restated Comparative Amounts (June 30, 2024)
The
revised presentation reflects the correction of classification errors described above, as well as related adjustments to improve the
consistency and comparability of the Company’s financial statement presentation between periods.
In
connection with the revisions, the Company made the following adjustments to the presentation of certain line items in the consolidated
financial statements as of and for the year ended June 30, 2024:
| |
(i) |
The
Company reclassified certain related party balances within the consolidated balance sheet to reflect their appropriate classification. |
| |
|
|
| |
(ii) |
The
Company reclassified prepaid share-based compensation related to nonemployees to a separate financial statement line item within
assets on the consolidated balance sheet to enhance transparency and consistency of presentation. |
| |
|
|
| |
(iii) |
The
Company reclassified certain cash flow amounts related to leases within the consolidated statements of cash flows to conform to the
current year presentation. |
As
a result of the above adjustments, comparative amounts for the year ended June 30, 2024 have been revised to reflect the correction of
classification errors and to conform to the current year presentation.
| Consolidated balance
sheet line item | |
As previously reported | | |
Revisions | | |
As revised | |
| | |
| | |
| | |
| |
| Accounts receivables | |
$ | 65,960 | | |
$ | 789 | | |
$ | 66,749 | |
| Prepaid share-based compensation-nonemployees | |
$ | - | | |
$ | 135,144 | | |
$ | 135,144 | |
| Prepayments | |
$ | 222,173 | | |
$ | (200,666 | ) | |
$ | 26,507 | |
| Total current assets | |
$ | 3,494,419 | | |
$ | (64,733 | ) | |
$ | 3,429,686 | |
| | |
| | | |
| | | |
| | |
| Prepaid share-based compensation-nonemployees | |
$ | - | | |
$ | 65,522 | | |
$ | 65,522 | |
| Total non-current assets | |
$ | 36,666,119 | | |
$ | 65,522 | | |
$ | 36,731,641 | |
| Total assets | |
$ | 40,160,538 | | |
$ | 789 | | |
$ | 40,161,327 | |
| | |
| | | |
| | | |
| | |
| Accounts payable | |
$ | 92,250 | | |
$ | (717 | ) | |
$ | 91,533 | |
| Other payables | |
$ | 517,189 | | |
$ | (56,177 | ) | |
$ | 461,012 | |
| Amount due to related parties | |
$ | 327,867 | | |
$ | 57,683 | | |
$ | 385,550 | |
| Total current liabilities | |
$ | 2,478,231 | | |
$ | 275,659 | | |
$ | 2,753,890 | |
| Total liabilities | |
$ | 2,569,398 | | |
$ | 275,659 | | |
$ | 2,845,057 | |
The
revisions of the consolidated statements of cash flows includes the correction of classification errors related to certain lease-related
cash flows, which were previously misclassified between operating and financing activities. These amounts have been reclassified in accordance
with the appropriate guidance under ASC 842, Leases. This correction did not impact the total net change in cash for the period.
SCHEDULE OF CONSOLIDATED STATEMENTS OF CASH FLOWS
| Consolidated statements
of cash flows line item | |
As previously reported | | |
Revisions | | |
As revised | |
| | |
| | |
| | |
| |
| Operating lease expense | |
$ | 45,926 | | |
$ | (17,686 | ) | |
$ | 28,240 | |
| Repayment of operating lease liabilities | |
$ | - | | |
$ | (28,240 | ) | |
$ | (28,240 | ) |
| Total cash flows from operating activities | |
$ | (2,042,064 | ) | |
$ | (45,926 | ) | |
$ | (2,087,990 | ) |
| | |
| | | |
| | | |
| | |
| Lease interest paid | |
$ | (45,926 | ) | |
$ | 45,926 | | |
$ | - | |
| Total cash flows from financing activities | |
$ | 4,081,720 | | |
$ | 45,926 | | |
$ | 4,127,646 | |
In addition, certain narratives within the notes to
the consolidated financial statements included in this Amendment No. 1 on Form 10-K/A have been updated to enhance presentation, formatting,
consistency, and disclosure clarity, including updates made in response to SEC Staff comments. These revisions did not result in any changes
to the Company’s previously reported assets, liabilities, stockholders’ equity, results of operations, net cash flows, or
net loss per share.
VERDE
RESOURCES, INC.
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
| | |
March
31, 2026 | | |
June
30, 2025 | |
| ASSETS | |
| | | |
| Audited | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 2,129,576 | | |
$ | 1,021,112 | |
| Short-term investments | |
| - | | |
| 1,276,484 | |
| Accounts receivable | |
| 465,029 | | |
| 188,415 | |
| Inventories | |
| 287,045 | | |
| 284,561 | |
| Amount due from related party | |
| - | | |
| 100 | |
| Prepaid share-based compensation-nonemployees | |
| 140,604 | | |
| 455,291 | |
| Prepayments | |
| 85,154 | | |
| 46,605 | |
| Other receivables and
deposits | |
| 9,675 | | |
| 15,647 | |
| Total current assets before discontinued operation | |
| 3,117,083 | | |
| 3,288,215 | |
| | |
| | | |
| | |
| Assets held for sale | |
| 4,000 | | |
| 4,000 | |
| | |
| | | |
| | |
| Total current assets | |
| 3,121,083 | | |
| 3,292,215 | |
| | |
| | | |
| | |
| Non-current assets: | |
| | | |
| | |
| Property, plant and equipment, net | |
| 1,478,370 | | |
| 1,574,984 | |
| Right of use assets, net | |
| 407,069 | | |
| 518,375 | |
| Intangible assets | |
| 33,665,611 | | |
| 33,503,771 | |
| Deposits paid | |
| 80,000 | | |
| 80,000 | |
| Prepaid share-based
compensation- nonemployees | |
| 187,829 | | |
| 126,047 | |
| | |
| | | |
| | |
| Total non-current assets | |
| 35,818,879 | | |
| 35,803,177 | |
| | |
| | | |
| | |
| TOTAL
ASSETS | |
$ | 38,939,962 | | |
$ | 39,095,392 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’
EQUITY | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 54,423 | | |
$ | 55,092 | |
| Other payables | |
| 350,125 | | |
| 545,963 | |
| Deposit and accrued liabilities | |
| 48,483 | | |
| 371,837 | |
| Accrued share-based compensation for nonemployee | |
| 4,750 | | |
| 44,288 | |
| Accrued share-based compensation for employee | |
| 78,271 | | |
| 44,877 | |
| Accrued share-based compensation | |
| 78,271 | | |
| 44,877 | |
| Current portion of operating lease liabilities | |
| 40,877 | | |
| 38,311 | |
| Amount due to a director | |
| 3,033 | | |
| 209,640 | |
| Amounts due to related
parties | |
| 295,457 | | |
| 324,974 | |
| | |
| | | |
| | |
| Total current liabilities | |
| 875,419 | | |
| 1,634,982 | |
| | |
| | | |
| | |
| Non-current liabilities: | |
| | | |
| | |
| Operating lease liabilities,
net of current portion | |
| 60,658 | | |
| 91,639 | |
| | |
| | | |
| | |
| Total non-current liabilities | |
| 60,658 | | |
| 91,639 | |
| | |
| | | |
| | |
| TOTAL
LIABILITIES | |
| 936,077 | | |
| 1,726,621 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| - | | |
| - | |
| | |
| | | |
| | |
| STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Preferred stock, $0.001 par value, 50,000,000
shares authorized, none-issued and outstanding | |
| - | | |
| - | |
| Common stock, $0.001 par value; 10,000,000,000 shares authorized; 1,302,942,407
and 1,262,680,891 issued and outstanding as of March 31, 2026 and June 30, 2025 | |
| 1,302,942 | | |
| 1,262,680 | |
| Additional paid-in capital | |
| 57,553,229 | | |
| 54,530,117 | |
| Accumulated other comprehensive loss | |
| (222,369 | ) | |
| (160,809 | ) |
| Accumulated deficit | |
| (20,627,172 | ) | |
| (18,263,181 | ) |
| Stockholders' Equity Before Non controlling interest | |
| 38,006,630 | | |
| 37,368,807 | |
| Non-controlling interest | |
| (2,745 | ) | |
| (36 | ) |
| Stockholders’ equity | |
| 38,003,885 | | |
| 37,368,771 | |
| | |
| | | |
| | |
| TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 38,939,962 | | |
$ | 39,095,392 | |
See
accompanying notes to unaudited condensed consolidated financial statements.
VERDE
RESOURCES, INC.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
Three
months ended March
31, | | |
Nine
months ended March
31, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Revenue, net | |
$ | 460,005 | | |
$ | 697 | | |
$ | 466,953 | | |
$ | 128,690 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cost of revenue | |
| 296,093 | | |
| 155 | | |
| 298,314 | | |
| 59,303 | |
| | |
| | | |
| | | |
| | | |
| | |
| Gross profit | |
| 163,912 | | |
| 542 | | |
| 168,639 | | |
| 69,387 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Selling, general and administrative expenses | |
| 814,904 | | |
| 1,170,355 | | |
| 2,830,308 | | |
| 4,369,233 | |
| Other operating expenses | |
| 59,000 | | |
| 46,457 | | |
| 172,137 | | |
| 152,273 | |
| Total operating expenses | |
| 873,904 | | |
| 1,216,812 | | |
| 3,002,445 | | |
| 4,521,506 | |
| | |
| | | |
| | | |
| | | |
| | |
| LOSS FROM OPERATION | |
| (709,992 | ) | |
| (1,216,270 | ) | |
| (2,833,806 | ) | |
| (4,452,119 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | | |
| | | |
| | |
| Interest expense | |
| - | | |
| (1,343 | ) | |
| - | | |
| (102,703 | ) |
| Rental income | |
| - | | |
| 4,100 | | |
| - | | |
| 38,200 | |
| Gain from insurance claims | |
| - | | |
| - | | |
| - | | |
| 481,513 | |
| Unrealized foreign exchange gain | |
| 24,617 | | |
| 43,808 | | |
| 276,351 | | |
| 320,488 | |
| Gain on disposal of property, plant and equipment | |
| - | | |
| 2,488 | | |
| - | | |
| 163,644 | |
| Gain on forgiveness of debts | |
| 162,266 | | |
| - | | |
| 162,266 | | |
| - | |
| Interest income | |
| 9,666 | | |
| 21,533 | | |
| 21,489 | | |
| 60,342 | |
| Other income (expense) | |
| 374 | | |
| (696 | ) | |
| 7,000 | | |
| 4,641 | |
| Total other income, net | |
| 196,923 | | |
| 69,890 | | |
| 467,106 | | |
| 966,125 | |
| | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Income tax expense | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| NET LOSS | |
| (513,069 | ) | |
| (1,146,380 | ) | |
| (2,366,700 | ) | |
| (3,485,994 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss attributable to non-controlling interest | |
| (9 | ) | |
| (9 | ) | |
| (2,709 | ) | |
| (36 | ) |
| Net loss attributable
to Verde Resources Inc., shareholders | |
| (513,060 | ) | |
| (1,146,371 | ) | |
| (2,363,991 | ) | |
| (3,485,958 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net (loss) income
attributable to non-controlling interest | |
$ | (513,069 | ) | |
$ | (1,146,380 | ) | |
$ | (2,366,700 | ) | |
$ | (3,485,994 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other comprehensive loss: | |
| | | |
| | | |
| | | |
| | |
| Foreign currency adjustment
loss | |
| (13,899 | ) | |
| (9,717 | ) | |
| (61,560 | ) | |
| (48,739 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| COMPREHENSIVE
LOSS | |
$ | (526,968 | ) | |
$ | (1,156,097 | ) | |
$ | (2,428,260 | ) | |
$ | (3,534,733 | ) |
| Net loss per share, basic
and diluted | |
$ | 0.00 | | |
$ | 0.00 | | |
$ | 0.00 | | |
$ | 0.00 | |
| Weighted average common
stock outstanding, basic and diluted (revised) | |
| 1,300,484,563 | | |
| 1,250,825,325 | | |
| 1,283,714,014 | | |
| 1,238,271,472 | |
See
accompanying notes to unaudited condensed consolidated financial statements.
VERDE
RESOURCES, INC.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Currency
expressed in United States Dollars (“US$”))
| | |
2026 | | |
2025 | |
| | |
Nine
months ended March
31, | |
| | |
2026 | | |
2025 | |
| | |
| | |
(revised) | |
| Cash flows from operating
activities: | |
| | | |
| | |
| Net loss | |
$ | (2,366,700 | ) | |
$ | (3,485,994 | ) |
| | |
| | | |
| | |
| Adjustments to reconcile net loss to net
cash used in operating activities | |
| | | |
| | |
| Depreciation of property,
plant and equipment | |
| 170,611 | | |
| 194,347 | |
| Amortization | |
| 77,143 | | |
| 77,143 | |
| Stock-based compensation-nonemployee | |
| 708,367 | | |
| 997,468 | |
| Stock-based compensation-employee | |
| 128,913 | | |
| 294,012 | |
| Stock-based compensation-director | |
| 24,855 | | |
| - | |
| Stock-based compensation | |
| 24,855 | | |
| - | |
| Finance cost interest
element of promissory notes (non-cash) | |
| - | | |
| 84,718 | |
| Operating lease expense | |
| 42,310 | | |
| 27,214 | |
| Impairment on property | |
| - | | |
| 137,632 | |
| Impairment on assets
held for sale | |
| - | | |
| 5,867 | |
| Gain on forgiveness
of debts | |
| (162,266 | ) | |
| - | |
| Unrealized foreign exchange
gain | |
| (276,351 | ) | |
| (320,488 | ) |
| Gain from insurance
claim | |
| - | | |
| (481,513 | ) |
| Loss from disposal of
asset held for sale | |
| - | | |
| 2,876 | |
| Gain on disposal of property,
plant and equipment | |
| - | | |
| (163,644 | ) |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| (276,547 | ) | |
| (121,401 | ) |
| Other receivables (deposits) | |
| 6,496 | | |
| (51,237 | ) |
| Prepayments | |
| (38,549 | ) | |
| (10,130 | ) |
| Inventories | |
| 1,299 | | |
| 31,358 | |
| Accounts payables | |
| (3,000 | ) | |
| (11,408 | ) |
| Accrued liabilities
and other payables | |
| (397,911 | ) | |
| (8,643 | ) |
| Advances (to) from
director | |
| (206,319 | ) | |
| 327,169 | |
| Advances from (to)
related parties | |
| 943 | | |
| (89,390 | ) |
| Repayment
of operating lease liabilities | |
| (36,319 | ) | |
| (27,214 | ) |
| Net cash used in operating
activities | |
| (2,603,025 | ) | |
| (2,591,258 | ) |
| | |
| | | |
| | |
| Cash flows from investing
activities: | |
| | | |
| | |
| Proceeds from disposal of assets held for
sale | |
| - | | |
| 943,300 | |
| Proceeds from disposal of property, plant and
equipment | |
| - | | |
| 947,015 | |
| Proceeds from insurance recoveries | |
| - | | |
| 541,221 | |
| Withdrawal of short-term investments,
net | |
| 1,276,484 | | |
| 250,000 | |
| Purchase of property,
plant and equipment | |
| - | | |
| (361 | ) |
| Net cash provided by investing activities | |
| 1,276,484 | | |
| 2,681,175 | |
| | |
| | | |
| | |
| Cash flows from financing
activities: | |
| | | |
| | |
| Repayments of lease liabilities | |
| - | | |
| (712,140 | ) |
| Repayments of bank loan | |
| - | | |
| (211,440 | ) |
| Proceeds from issuance of common stock | |
| 2,448,000 | | |
| 1,319,000 | |
| Cash outflow arising
from cancellation of common stock | |
| - | | |
| (65,000 | ) |
| Net cash provided by financing activities | |
| 2,448,000 | | |
| 330,420 | |
| | |
| | | |
| | |
| Net cash provided by operating, investing and financing | |
| 1,121,459 | | |
| 420,337 | |
| | |
| | | |
| | |
| Foreign currency translation
adjustment | |
| (12,995 | ) | |
| (10,111 | ) |
| | |
| | | |
| | |
| Net change in cash and cash equivalents | |
| 1,108,464 | | |
| 410,226 | |
| | |
| | | |
| | |
| CASH
AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD | |
| 1,021,112 | | |
| 279,137 | |
| | |
| | | |
| | |
| CASH
AND CASH EQUIVALENTS, AT END OF PERIOD | |
$ | 2,129,576 | | |
$ | 689,363 | |
| | |
| | | |
| | |
| SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION: | |
| | | |
| | |
| Cash paid for income taxes | |
$ | - | | |
$ | - | |
| Cash paid for interest | |
$ | - | | |
$ | 16,247 | |
| | |
| | | |
| | |
| SUPPLEMENTAL NONCASH DISCLOSURE: | |
| | | |
| | |
| Shares issuance for employee compensation | |
$ | 18,000 | | |
$ | 294,012 | |
| Promissory note to related
party settled by Company’s common stock | |
$ | - | | |
$ | 675,888 | |
See
accompanying notes to unaudited condensed consolidated financial statements.
VERDE
RESOURCES, INC.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’
EQUITY
FOR
THE THREE AND NINE MONTHS ENDED MARCH 31, 2026
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
| | |
No.
of shares | | |
Amount | | |
capital | | |
loss | | |
losses | | |
interest | | |
equity | |
| | |
Common
stock | | |
Additional
paid-in | | |
Accumulated other
comprehensive | | |
Accumulated | | |
Non
controlling | | |
stockholders’ | |
| | |
No.
of shares | | |
Amount | | |
capital | | |
loss | | |
losses | | |
interest | | |
equity | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance as of July 1, 2025 | |
| 1,262,680,891 | | |
$ | 1,262,680 | | |
$ | 54,530,117 | | |
$ | (160,809 | ) | |
$ | (18,263,181 | ) | |
$ | (36 | ) | |
$ | 37,368,771 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Shares issued for private placement | |
| 30,543,876 | | |
| 30,544 | | |
| 2,417,456 | | |
| - | | |
| - | | |
| - | | |
| 2,448,000 | |
| Share based compensation to employee | |
| - | | |
| - | | |
| 32,642 | | |
| - | | |
| - | | |
| - | | |
| 32,642 | |
| Share based compensation to director | |
| - | | |
| - | | |
| 16,691 | | |
| - | | |
| - | | |
| - | | |
| 16,691 | |
| Shares issued to service provider | |
| 1,000,000 | | |
| 1,000 | | |
| 94,000 | | |
| - | | |
| - | | |
| - | | |
| 95,000 | |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| | | |
| (1,850,931 | ) | |
| (2,700 | ) | |
| (1,853,631 | ) |
| Foreign currency translation
adjustment | |
| - | | |
| - | | |
| - | | |
| (47,661 | ) | |
| - | | |
| - | | |
| (47,661 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance as of December 31, 2025 | |
| 1,294,224,767 | | |
$ | 1,294,224 | | |
$ | 57,090,906 | | |
| (208,470 | ) | |
$ | (20,114,112 | ) | |
$ | (2,736 | ) | |
$ | 38,059,812 | |
| Share based compensation to director | |
| - | | |
| - | | |
| 8,164 | | |
| - | | |
| - | | |
| - | | |
| 8,164 | |
| Shares issued to employee | |
| 1,122,624 | | |
| 1,123 | | |
| 61,754 | | |
| - | | |
| - | | |
| - | | |
| 62,877 | |
| Shares issued to service provider | |
| 7,595,016 | | |
| 7,595 | | |
| 392,405 | | |
| - | | |
| - | | |
| - | | |
| 400,000 | |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| (513,060 | ) | |
| (9 | ) | |
| (513,069 | ) |
| Foreign currency translation
adjustment | |
| - | | |
| - | | |
| - | | |
| (13,899 | ) | |
| - | | |
| - | | |
| (13,899 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance as of March
31, 2026 | |
| 1,302,942,407 | | |
| 1,302,942 | | |
| 57,553,229 | | |
| (222,369 | ) | |
| (20,627,172 | ) | |
| (2,745 | ) | |
| 38,003,885 | |
See
accompanying notes to unaudited condensed consolidated financial statements.
VERDE
RESOURCES, INC.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’
EQUITY (REVISED)
FOR
THE THREE AND NINE MONTHS ENDED MARCH 31, 2025
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
| | |
No.
of shares | | |
Amount | | |
capital | | |
income | | |
losses | | |
interest | | |
equity | |
| | |
Common
stock | | |
Additional
paid-in | | |
Accumulated other
comprehensive
| | |
Accumulated | | |
Non
controlling | | |
Total
stockholders’ | |
| | |
No.
of shares | | |
Amount | | |
capital | | |
loss | | |
losses | | |
interest | | |
equity | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance as of July 1, 2024 | |
| 1,221,346,586 | | |
$ | 1,221,346 | | |
$ | 49,647,034 | | |
$ | (71,906 | ) | |
$ | (13,480,204 | ) | |
$ | - | | |
$ | 37,316,270 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Shares issued for private placement | |
| 9,302,214 | | |
| 9,302 | | |
| 894,698 | | |
| - | | |
| - | | |
| - | | |
| 904,000 | |
| Shares issued to service provider | |
| 7,356,550 | | |
| 7,356 | | |
| 1,667,692 | | |
| - | | |
| - | | |
| - | | |
| 1,675,048 | |
| Shares issued to employee | |
| 2,070,000 | | |
| 2,070 | | |
| 243,245 | | |
| - | | |
| - | | |
| - | | |
| 245,315 | |
| Shares issued as settlement of promissory notes | |
| 9,655,542 | | |
| 9,656 | | |
| 666,232 | | |
| - | | |
| - | | |
| - | | |
| 675,888 | |
| Share based compensation to employee | |
| - | | |
| - | | |
| 92,044 | | |
| - | | |
| - | | |
| - | | |
| 92,044 | |
| Shares cancelled | |
| (450,000 | ) | |
| (450 | ) | |
| (44,550 | ) | |
| | | |
| | | |
| | | |
| (45,000 | ) |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2,339,587 | ) | |
| (27 | ) | |
| (2,339,614 | ) |
| Foreign currency translation
adjustment | |
| - | | |
| - | | |
| - | | |
| (39,022 | ) | |
| - | | |
| - | | |
| (39,022 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance as of December 31, 2024 | |
| 1,249,280,892 | | |
| 1,249,280 | | |
| 53,166,395 | | |
| (110,928 | ) | |
| (15,819,791 | ) | |
| (27 | ) | |
| 38,484,929 | |
| Balance | |
| 1,249,280,892 | | |
| 1,249,280 | | |
| 53,166,395 | | |
| (110,928 | ) | |
| (15,819,791 | ) | |
| (27 | ) | |
| 38,484,929 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Shares issued for private placement | |
| 4,088,888 | | |
| 4,089 | | |
| 410,911 | | |
| | | |
| - | | |
| - | | |
| 415,000 | |
| Share based compensation to employee | |
| - | | |
| - | | |
| 92,331 | | |
| - | | |
| - | | |
| - | | |
| 92,331 | |
| Shares cancelled | |
| (200,000 | ) | |
| (200 | ) | |
| (19,800 | ) | |
| | | |
| | | |
| | | |
| (20,000 | ) |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,146,371 | ) | |
| (9 | ) | |
| (1,146,380 | ) |
| Net income (loss) | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,146,371 | ) | |
| (9 | ) | |
| (1,146,380 | ) |
| Foreign currency translation
adjustment | |
| - | | |
| - | | |
| - | | |
| (9,717 | ) | |
| - | | |
| - | | |
| (9,717 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance as of March
31, 2025 | |
| 1,253,169,780 | | |
| 1,253,169 | | |
| 53,649,837 | | |
| (120,645 | ) | |
| (16,966,162 | ) | |
| (36 | ) | |
| 37,816,163 | |
| Balance | |
| 1,253,169,780 | | |
| 1,253,169 | | |
| 53,649,837 | | |
| (120,645 | ) | |
| (16,966,162 | ) | |
| (36 | ) | |
| 37,816,163 | |
See
accompanying notes to unaudited condensed consolidated financial statements.
VERDE
RESOURCES, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE NINE MONTHS ENDED MARCH 31, 2026 AND 2025
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
|