UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2022~~2023

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

Commission file number: 333-187007

NAMI CORP.

(Exact name of registrant as specified in its charter)

Nevada

61-1693116

(State or other jurisdiction

of incorporation or organization)

(IRS Employer

Identification No.)

112 North Curry Street

Carson City

89703-4934

(Address of principal executive offices)

+603 - 09-5158380

(Registrant’s telephone number)

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 ☒ ☐ No ☐☒

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 ~~☒ No~~ ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filers,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated ~~Filer~~filer ☐ Smaller reporting company ☒ Emerging growth company ☒☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☒ ☐ No ☐

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

The number of shares outstanding of the Registrant’s Common Stock as of ~~May~~August 1529, ~~2022~~2024 was 1,426,927,346 shares, $0.001 par value.

NAMI Corp.

FORM 10-Q

Quarterly Period Ended March 31, ~~2022~~2023

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements		3
	Balance Sheets as of March 31, 2022 and June 30, 2021		3
	Balance Sheets as of March 31, 2023 and June 30, 2022		3
	Statements of Operations for the Nine Months ended March 31, 2022 and March 31, 2021		4
	Statements of Operations for the Three and Nine Months ended March 31, 2023 and March 31, 2022		4
	Statements of Changes in Stockholder’s Deficit		5
	Statements of Cash Flows for the Nine Months ended March 31, 2022 and 2021		6
	Statements of Cash Flows for the Nine Months ended March 31, 2023 and 2022		6
	Notes to Unaudited Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2117
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		2521
Item 4.	Controls and Procedures		2621
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		2823
Item 1A.	Risk Factors		2823
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		2823
Item 3.	Defaults Upon Senior Securities		2823
Item 4.	Mine Safety Disclosures		2823
Item 5.	Other Information		2823
Item 6.	Exhibits		2923
SIGNATURES			3024

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NAMI Corp.

Condensed Consolidated Balance Sheets

(Unaudited)

	March 31, 2022			June 30, 2021
	March 31,			June 30,
	(Unaudited)			*
	2023			2022*
ASSETS
Current Assets
Cash and cash equivalents	$	1,~~026~~538		$	247,~~003~~487
Other receivables and deposits		3130,~~751~~189			3230,~~156~~263
Total Current Assets		3231,~~777~~727			5637,~~159~~750
Property, plant and equipment, net		18,456			22,826
Property and equipment, net		13,160			16,473
TOTAL ASSETS	$	5144,~~233~~887		$	7854,~~985~~223
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		141,950			141,235
Accounts payable	$	154,736		$	202,160
Accrued interest		59,~~996~~581			-
Short-term loan		42,832			-
Deferred revenue		124,434			124,739
Other payable and accruals		364,117			23,875
Other payables and accruals		72,408			-
Due to related party		3,673,593			3,587,392
Amount due to related parties		3,677,404			3,570,704
Due to unrelated party		1,190,578			585,957
Amount due to unrelated party		1,111,522			1,139,770
Contingent interest liability		576,563			208,969
Project advances		660,723			454,734
Project advances		47,590			96,392
Project financing investment note, net of discount		1,560,792			1,105,988
Project financing investment note, net of discount		60,241			-
Total Current Liabilities		7,371,600			6,598,095
Total Current liabilities		6,103,460			4,643,820
TOTAL LIABILITIES		7,371,600			6,598,095
Project financing investment note, net of discount		539,362			171,828
STOCKHOLDERS’ DEFICIT
TOTAL LIABILITIES		6,642,822			4,815,648
Series A Preferred, MYR 1 par value; 50,000,000 shares authorized; March 31, 2023 0 shares and June 30, 2022 280,000 shares issued and outstanding, respectively		-			68,408
Series A Preferred, MYR 1 par value; 50,000,000 shares authorized; 280,000 shares issued and outstanding		68,408			68,408
Capital stock - Authorized 5,000,000,000 shares of common stock, $0.001 par value, 1,426,927,346 shares issued and outstanding		1,426,927			1,426,927
Capital Stock – Authorized 5,000,000,000 shares of common stock; $0.001 par value, 1,426,927,346 shares issued and outstanding		1,426,927			1,426,927
Additional paid-in capital		1,000,583			840,009
Additional paid-in capital		763,069			600,076
Accumulated deficit		(10,078,507	)		(9,213,670	)
Accumulated deficit		(8,959,210	)		(6,893,746	)
Accumulated other comprehensive income		324,284			334,454
Accumulated other comprehensive income		109,217			61,672
Total Stockholders' Deficit		(7,326,713	)		(6,543,872	)
Stockholders' deficit	$	(6,591,589	)	$	(4,736,663	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	44,887		$	54,223
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	51,233		$	78,985
* Derived from audited information

*Derived from audited information

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

Table of Contents

NAMI Corp.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	Three months ended March 31						Nine months ended March 31
	Three months ended						Nine Months Ended
	2022			2021			2022			2021
	March 31,						March 31,
	2023			2022			2023			2022
Revenue
Sales	$	-		$	-		$	-		$	-
Cost of Goods Sold		-			-			24-			-24
Gross Loss		-			-			~~(24~~-	)		-(24	)
Operating Expenses
Depreciation of property and equipment		1,~~178~~118			1,~~575~~178			43,~~096~~279			4,~~659~~096
General and administrative expenses		6226,~~579~~748			2362,~~171~~579			~~148~~141,~~563~~760			55148,~~755~~563
Professional fees		26,272			-			154,578			8,497
Professional Fees		5,899			26,272			73,157			154,578
Exploration expenditures		142,833			-			355,618			-
Exploration expenditure		-			142,833			36,121			355,618
Total Operating Expenses		~~232~~33,~~862~~765			24232,~~746~~862			~~662~~254,~~855~~317			68662,~~911~~855
Loss from Operations		(~~232~~33,~~862~~765	)		(24232,~~746~~862	)		(~~662~~254,~~879~~317	)		(68662,~~911~~879	)
Other Income (Expense)
Other income		-7			~~886~~-			~~1,267~~26			31,~~916~~267
Interest expense		(~~218~~65,~~896~~873	)		-(218,896	)		(~~888~~449,~~240~~971	)		-(888,240	)
Interest expense, related parties		(5554,~~650~~575	)		(5355,~~199~~650	)		(~~162~~160,~~993~~575	)		(~~159~~162,~~428~~993	)
Change in fair value of derivative liability		~~(251,234~~-	)		-(251,234	)		~~(352,619~~-	)		-(352,619	)
Total Other Expenses		(~~525~~120,~~780~~441	)		(52525,~~313~~780	)		(1610,~~402,585~~520	)		(~~155~~1,~~512~~402,585	)
Loss before taxation		(~~758~~154,~~642~~206	)		(77758,~~059~~642	)		(2864,~~065,464~~837	)		(~~224~~2,~~423~~065,464	)
Income taxes		-			-			-			-
Net Loss	$	(~~758~~154,~~642~~206	)	$	(77758,~~059~~642	)	$	(2864,~~065,464~~837	)	$	(~~224~~2,~~423~~065,464	)
Dividend on Series A Preferred Stock		-			-			-			-
Other Comprehensive Income (Loss)
Net loss attributable to common stockholders	$	(758,642	)	$	(77,059	)	$	(2,065,464	)	$	(224,423	)
Foreign currency translation adjustments		552			36,777			(10,170	)		47,545
Other Comprehensive Loss
Total Comprehensive Loss	$	(153,654	)	$	(721,865	)	$	(875,007	)	$	(2,017,919	)
Foreign currency translation adjustments		36,777			72,599			47,545			(70,371	)
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Total Comprehensive Loss	$	(721,865	)	$	(4,460	)	$	(2,017,919	)	$	(294,794	)
Basic and Diluted Loss per Common Share	$	-		$	-		$	-		$	-
Basic and Diluted Weighted Average Common Shares Outstanding		1,426,927,346			1,426,927,346			1,426,927,346			1,426,927,346

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

Table of Contents

NAMI Corp.

Condensed Consolidated Statements of Changes in Stockholder’s Deficit

(Unaudited)

																Accumulated
											Additional					Other			Total
	Preferred Shares						Common Stock				Additional					Other			Total
	Preferred Shares						Common Stock				Paid-in		Accumulated			Comprehensive			Stockholders'
	Number of						Number of				Paid-in		Accumulated			Comprehensive			Stockholders'
	Number of Shares			Amount			Number of Shares		Amount		Capital		Deficit			Income			Deficit
	Shares			Amount			Shares		Amount		Capital		Deficit			Income			Deficit
Balance - June 30, 2021		280,000			68,408			1,426,927,346		1,426,927		600,076		(6,893,746	)		61,672			(4,736,663	)
Balance - June 30, 2022		280,000		$	68,408			1,426,927,346	$	1,426,927	$	840,009	$	(9,213,670	)	$	334,454		$	(6,543,872	)
Preferred dividend		-			-			-		-		-		-			-			-
Conversion of preferred shares by related party		(280,000	)		(68,408	)		-		-		-		-			-			(68,408	)
Imputed interest		-			-			-		-		53,~~542~~054		-			-			53,~~542~~054
Foreign currency translation adjustment		-			-			-		-		-		-			20237,~~020~~990			20237,~~020~~990
Net loss		-			-			-		-		-		(~~765~~343,~~843~~990	)		-			(~~765~~343,~~843~~990	)
Balance - September 30, 2021		280,000		$	68,408			1,426,927,346	$	1,426,927	$	653,618	$	(7,659,589	)	$	81,692		$	(5,428,944	)
Balance - September 30, 2022		-		$	-			1,426,927,346	$	1,426,927	$	893,063	$	(9,557,660	)	$	572,444		$	(6,665,226	)
Preferred dividend		-			-			-		-		-		-			-			-
Imputed interest		-			-			-		-		52,945		-			-			52,945
Imputed interest		-			-			-		-		53,801		-			-			53,801
Foreign currency translation adjustment		-			-			-		-		-		-			(248,712	)		(248,712	)
Foreign currency translation adjustment		-			-			-		-		-		-			(9,252	)		(9,252	)
Net loss		-			-			-		-		-		(366,641	)		-			(366,641	)
Net loss		-			-			-		-		-		(540,979	)		-			(540,979	)
Balance - December 31, 2022		-		$	-			1,426,927,346	$	1,426,927	$	946,008	$	(9,924,301	)	$	323,732		$	(7,227,634	)
Balance - December 31, 2021		280,000		$	68,408			1,426,927,346	$	1,426,927	$	707,419	$	(8,200,568	)	$	72,440		$	(5,925,374	)
Imputed interest		-			-			-		-		54,575		-			-			54,575
Preferred dividend		-			-			-		-		-		-			-			-
Foreign currency translation adjustment		-			-			-		-		-		-			552			552
Imputed interest		-			-			-		-		55,650		-			-			55,650
Net loss		-			-			-		-		-		(154,206	)		-			(154,206	)
Foreign currency translation adjustment		-			-			-		-		-		-			36,777			36,777
Balance - March 31, 2023		-		$	-			1,426,927,346	$	1,426,927	$	1,000,583	$	(10,078,507	)	$	324,284		$	(7,326,713	)
Net loss		-			-			-		-		-		(758,642	)		-			(758,642	)
Balance - March 31, 2022		280,000		$	68,408			1,426,927,346	$	1,426,927	$	763,069	$	(8,959,210	)	$	109,217		$	(6,591,589	)
Balance - June 30, 2020		280,000		$	68,408			1,426,927,346	$	1,426,927	$	385,842	$	(6,203,396	)	$	132,610		$	(4,189,609	)
Preferred dividend		-			-			-		-		-		-			-			-
Imputed interest		-			-			-		-		52,644		-			-			52,644
Foreign currency translation adjustment		-			-			-		-		-		-			(67,144	)		(67,144	)
Net loss		-			-			-		-		-		(74,888	)		-			(74,888	)
Balance - September 30, 2020		280,000		$	68,408			1,426,927,346	$	1,426,927	$	438,486	$	(6,278,284	)	$	65,466		$	(4,278,997	)
Preferred dividend		-			-			-		-		-		-			-			-
Imputed interest		-			-			-		-		53,585		-			-			53,585
Foreign currency translation adjustment		-			-			-		-		-		-			(75,825	)		(75,825	)
Net loss		-			-			-		-		-		(72,476	)		-			(72,476	)
Balance - December 31, 2020		280,000		$	68,408			1,426,927,346	$	1,426,927	$	492,071	$	(6,350,760	)	$	(10,359	)	$	(4,373,713	)
Imputed interest		-			-			-		-		53,199		-			-			53,199
Foreign currency translation adjustment		-			-			-		-		-		-			72,599			72,599
Net loss		-			-			-		-		-		(77,059	)		-			(77,059	)
Balance - March 31, 2021		280,000		$	68,408			1,426,927,346	$	1,426,927	$	545,270	$	(6,427,819	)	$	62,240		$	(4,324,974	)

														Accumulated
	Preferred Shares				Common Stock				Additional					Other			Total
	Number of				Number of				Paid-in		Accumulated			Comprehensive			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Income			Deficit
Balance - June 30, 2021		280,000	$	68,408		1,426,927,346	$	1,426,927		600,076		(6,893,746	)	$	61,672		$	(4,736,663	)
Imputed interest		-		-		-		-		53,542		-			-			53,542
Foreign currency translation adjustment		-		-		-		-		-		-			20,020			20,020
Net loss		-		-		-		-		-		(765,843	)		-			(765,843	)

Balance - September 30, 2021		280,000	$	68,408		1,426,927,346	$	1,426,927	$	653,618	$	(7,659,589	)	$	81,692		$	(5,428,944	)

Imputed interest		-		-		-		-		53,801		-			-			53,801
Foreign currency translation adjustment		-		-		-		-		-		-			(9,252	)		(9,252	)
Net loss		-		-		-		-		-		(540,979	)		-			(540,979	)

Balance - December 31, 2021		280,000	$	68,408		1,426,927,346	$	1,426,927	$	707,419	$	(8,200,568	)	$	72,440		$	(5,925,374	)

Imputed interest		-		-		-		-		55,650		-			-			55,650
Foreign currency translation adjustment		-		-		-		-		-		-			36,777			36,777
Net loss		-		-		-		-		-		(758,642	)		-			(758,642	)

Balance - March 31, 2022		280,000	$	68,408		1,426,927,346	$	1,426,927	$	763,069	$	(8,959,210	)	$	109,217		$	(6,591,589	)

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

Table of Contents

NAMI Corp.

Condensed Consolidated Statements of Cash Flows

	Nine months ended
	March 31,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(2,065,464	)	$	(224,423	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation of property and equipment		4,096			4,659
Imputed interest contributed as additional paid in capital		162,993			159,428
Amortization of debt discount		401,450			-
Change in fair value of derivative liability		352,619			-
Expenses paid directly through a related party		156			-
Expenses paid directly through an unrelated party		3,892			20,802
Accrued interest		6,019			-
Change in assets and liabilities
Other receivable and deposits		-			(594	)
Accounts payable and accrued liabilities		716			10,947
Other payables and accruals		342,128			-
Interest paid		-			-
Net cash used in operating activities		(791,395	)		(29,181	)
CASH FLOWS FROM INVESTING ACTIVITIES
Project deposits received		-			49,236
Net cash provided by investing activities		-			49,236
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term loan		90,628			-
Repayment of short-term loan		(47,699	)		-
Advances received from related parties		137,351			31,315
Advances received from an unrelated party		639,505			-
Repayments of related party advances		(21,044	)		(49,812	)
Repayments of advances to an unrelated party		(33,633	)		-
Net cash provided by (used in) financing activities		765,108			(18,497	)
Effects on changes in foreign exchange rate		3,310			(1,393	)
Net change in cash and cash equivalents		(22,977	)		165
Cash and cash equivalents - beginning of period		24,003			1,133
Cash and cash equivalents - end of period	$	1,026		$	1,298
Supplemental Cash Flow Disclosures
Cash paid for interest	$	317,850		$	-
Cash paid for income taxes	$	-		$	-
Non-Cash Investing and Financing Activity:
Reclassification of project advances to project financing debt	$	(47,699	)	$	-

(Unaudited)

	Nine Months Ended
	March 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(864,837	)	$	(2,065,464	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation of property and equipment		3,279			4,096
Impairment of concession acquisition costs		-			-
Imputed interest contributed as additional paid in capital		160,575			162,993
Amortization of debt discount		448,602			401,450
Change in fair value of derivative liability		-			352,619
Expenses paid directly through a related party		-			156
Expenses paid directly through an unrelated party		-			3,892
Accrued interest		804			6,019
Change in assets and liabilities
Accounts payable and accrued liabilities		34,927			716
Other payables and accruals		2,835			342,128
Net cash used in operating activities		(213,815	)		(791,395	)

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by investing activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Project financing advances proceeds		203,443			-
Proceeds from short-term loan		-			90,628
Repayment of short-term loan		-			(47,699	)
Advances received from related parties		62,689			137,351
Advances received from an unrelated party		2,353			639,505
Repayments of related party advances		(14,197	)		(21,044	)
Repayments of advances to an unrelated party		(32,359	)		(33,633	)
Net cash provided by (used in) financing activities		221,929			765,108

Effects on changes in foreign exchange rate		(14,063	)		3,310

Net change in cash and cash equivalents		(5,949	)		(22,977	)
Cash and cash equivalents - beginning of period		7,487			24,003
Cash and cash equivalents - end of period	$	1,538		$	1,026

Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	317,850
Cash paid for income taxes	$	-		$	-

Non-Cash Investing and Financing Activity:
Reclassification of project advances to project financing debt	$	-		$	(47,699	)

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

Table of Contents

NAMI Corp.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, ~~2022~~2023

(Unaudited)

Note 1 – Organization and Summary of Significant Accounting Policies

The Company was incorporated in the State of Nevada as a for-profit Company on September 5, 2012.

On July 12, 2018, we completed a reverse acquisition transaction through a share exchange with GMCI, the sole shareholder of SBS Mining Corp. Malaysia Sdn. Bhd (“SBS”), whereby we acquired 100% of the outstanding shares of SBS from GMCI in exchange for the issuance of a total of 720,802,346 shares of our common stock to GMCI, representing 102.08% of our pre-merger issued and outstanding shares of common stock. As a result of the reverse acquisition, SBS became our wholly-owned subsidiary and the former SBS Shareholders, GMCI and subsequently its shareholders, became our controlling stockholders. The share exchange transaction was treated as a recapitalization, with SBS as the acquirer and the Company as the acquired party for accounting purposes. Unless the context suggests otherwise, when we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of SBS.

On July 19, 2018, the Company was notified that the Board of GMCI deemed it to be in the best interests of GMCI and its stockholders for GMCI to approve and declare a dividend of restrictive shares of Nami to the stockholders of GMCI, on a pro rata basis, determined in accordance with the number of shares of capital stock of GMCI held by such stockholders, thereby transferring ownership of 100% of the outstanding restricted shares of Nami owned directly by GMCI to the stockholders of GMCI (collectively, the “Nami Stock Dividend”). The Nami Stock Dividend was completed on August 21, 2018.

SBS Mining Corp. Malaysia Sdn. Bhd., is a Malaysian corporation whose primary business is mining, exploration and trading of certain mineral ores and properties located in Malaysia. ~~During fiscal year 2017 the Company commenced revenue generating operations as a result of its mineral trading business.~~ Essentially all of the Company’s property, plant and equipment assets are held in Malaysia. The functional currency of the Company is the Malaysian Ringgit (MYR or RM).

Fiscal Year

The Company’s fiscal year end is June 30.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and are presented in U.S. dollars.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Form 10-K filed on ~~November~~August 322, ~~2021~~2023. The results of operations for the periods ended March 31, ~~2022~~2023 are not necessarily indicative of the operating results for the full ~~years~~year. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented, all such adjustments were of a normal and recurring nature.

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Principles of Consolidation

The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary SBS Mining Corp. Malaysia Sdn. Bhd. All significant intercompany accounts and transactions have been eliminated.

Reclassifications

Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported net (loss).

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The Company has significant estimates in regards to the inputs used for valuation of the derivative associated with the contingent interest of its Sea ~~Project~~Sand ~~Investment~~Dredging Project Financing ~~debt~~(see Note 10). Actual results when ultimately realized could differ from these estimates.

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Revenue Recognition

The Company recognizes revenue from the sale of mined sand from the Sea Sand Mining Project (see Note 10) in accordance with ASC 606 “Revenue Recognition” following the five steps procedure:

	Step 1:	Identify the contract(s) with customers
	Step 2:	Identify the performance obligations in the contract
	Step 3:	Determine the transaction price
	Step 4:	Allocate the transaction price to performance obligations
	Step 5:	Recognize revenue when the entity satisfies a performance obligation

The Company’s sales are derived from the sale of mined sand to our customers. The Company recognizes revenue at a point in time when it satisfies its obligation by transferring control of the mined sand to the customer. The cost of sales includes dredging cost, rental of land, docket fees and site expenses.

During the nine months ended March 31, ~~2022~~2023 and ~~2021~~2022, the Company did not record any revenue and recorded cost of sales and gross ~~profit~~loss of ($~~24)~~0 and $024, respectively.

Cash and Cash Equivalents

8The ~~Table~~Company considers all highly liquid investments with an original maturity of ~~Contents~~three months or less to be cash equivalents. As of March 31, 2023 and June 30, 2022, cash includes cash on hand and cash in the bank. The Company operates in Malaysia where deposit insurance for deposits is provided up to RM 250,000 (approximately US $60,000). From time to time the Company’s account balances may exceed that limit.

Inventories

Inventories are stated at lower of cost or net realizable value, with cost being determined on the weighted average method.

No reserves are considered necessary for slow moving or obsolete inventory as inventory on hand at quarter-end as there was ~~produced~~no ~~near~~inventory ~~the~~on ~~end~~hand as of the quarter end. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required.

During the nine months ended March 31, ~~2022~~2023 and ~~2021~~2022, the Company did not produce any mined sand. Additionally, the Company did not hold any inventories as of March 31, ~~2022~~2023 and June 30, ~~2021~~2022.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and equivalents, other receivables and deposits, due from related party, accounts payable, other payables and accruals, due to related party, due to unrelated party, project advances and royalty obligation. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

The Company adopted ASC Topic 820, Fair Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

The three-level hierarchy for fair value measurements is defined as follows:

Level 1 –	inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets;

Level 2 –	inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active;

Level 3 –	inputs to the valuation methodology are unobservable and significant to the fair value measurement

As8 Table of ~~March 31, 2022 and June 30, 2021, on a recurring basis, the Company measures its project financing debt as a Level 3 input.~~Contents

Foreign Currencies

Functional and Presentation Currency - Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates (the ‘“functional currency’”). The financial statements are presented in US Dollars, which is the Company’s presentation currency. The Company’s functional currency is the Malaysian Ringgit.

Transactions and Balances - Foreign currency transactions are translated into the functional currency using the exchange rates prevailing on the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of operations. The translation adjustment increases or decreases “accumulated other comprehensive income” included on the balance sheet.

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Plant and Equipment Depreciation

Plant and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Depreciation is calculated on a straight-line basis to write off the cost of plant and equipment over their expected useful lives at the following annual rates:

Motor Vehicles		20	%
Office equipment		33	%
Tools and equipment		33	%
Computer and software		33	%
Leasehold improvements	Term of lease
Furniture and Fixtures		33	%

Mineral Properties

The Company is engaged in the business of the acquiring, exploring, developing, mining, and producing mineral properties and or resources, with a current emphasis on sea sand mining (see Note 109) and previous emphasis on iron ore, bauxite and tin. Mineral claims and other property acquisition costs are capitalized as incurred. Such costs are carried as an asset of the Company and JHW until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations. Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the exploration costs, along with mine development costs, are capitalized. The costs of acquiring mineral claims, capitalized exploration costs, and mine development costs are recognized for depletion and amortization purposes under the units-of-production method over the estimated life of the probable and proven reserves. If mineral properties, exploration, or mine development activities are subsequently abandoned or impaired, any capitalized costs are charged to operations in the current period.

Exploration Expenditures

Exploration, acquisition (except for property purchase costs), and general and administrative costs related to exploration projects and prospecting activities are charged to expense as incurred.

During the nine months ended March 31, ~~2022~~2023 and ~~2021~~2022, the Company recorded exploration expenditures of $~~355~~36,~~618~~121 and $0355,618, respectively. Such expenditures have been incurred in order to provide the information necessary to the Malaysian Department of the Environment tofor ~~work towards~~ the renewal of its dredging license for three additional years and to expand the potential cubic meters available to dredge within its current license area from the current 19.1 km to 40 km. The Company’s policy is to expense these costs as incurred. As part of the agreement with One Standard Continent SDH, Bhd. (“OSC”) (see Note 9), OSC agreed to reimburse the Company for expenditures associated with certain costs directly attributable to the Company acquiring and maintaining dredging rights in the ocean waters off the coast of Malaysia. For the nine months ended March 31, 2023, OSC reimbursed the Company $0 related to those costs. The Company accounts for those reimbursements as a direct reduction of its exploration costs.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. The Company did not record any impairment of long-lived assets during the nine months ended March 31, ~~2022~~2023 and ~~2021~~2022.

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Leases

FASB ASC ~~840~~842 “Leases” requires lessees to record lease assets and liabilities for operating leases and disclose key information about leasing arrangements. Upon entering into an arrangement, the Company evaluates whether the arrangement provides the Company with the ability to control the use of the asset over the term of the lease. If an arrangement contains a lease, upon commencement of the arrangement, the company recognizes an operating lease right-of-use asset and a corresponding operating lease liability. The amount of the operating lease right-of-use asset is measured utilizing the present value of the future minimum lease payments over the lease term. The Company has not recognized any right-of-use assets or lease liabilities as of March 31, ~~2022~~2023 and June 30, ~~2021~~2022.

Segment Reporting

FASB ASC 820 “Segments Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. Our proposed future business segments are expected to span more than one geographical area. Specifically, the Company intends to generate revenue through mineral trading and exploration activities. ~~See~~(see Note 1312).

Income Taxes

On July 1, 2021, the Company adopted Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This standard has been adopted on a prospective basis and the adoption of this standard does not have a material impact on the Company’s financial statements.

The asset and liability method is used in the Company’s accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.

Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. In estimating future tax consequences, all expected future events are considered other than enactment of changes in the tax law or rates.

The Company adopted ASC 740 “Income Taxes,” which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits.

The determination of recording or releasing tax valuation allowance is made, in part, pursuant to an assessment performed by management regarding the likelihood that the Company will generate future taxable income against which benefits of its deferred tax assets may or may not be realized.

Loss Per Share

The Company follows the provisions of ASC Topic 260, Earnings per Share. Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Basic and diluted losses per share are the same as all potentially dilutive securities are anti-dilutive.

Basic earnings per share is computed by dividing net loss ~~income~~ available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the ~~company~~Company’s common stock that could increase the number of shares outstanding and lower the earnings per share of the ~~company~~Company’s common stock. This calculation is not done for periods in a loss position as this would be antidilutive. As of March 31, ~~2022~~2023 ~~and~~there were 0 potentially diluted common shares outstanding. As of June at 30, ~~2021~~2022, there were approximately 4442,~~418~~336 ~~and 44,985~~ potentially diluted common shares outstanding from 280,000 shares of preferred stock~~, respectively~~.

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Stock-based compensation

Effective July 1, 2020, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This update addresses several aspects of the accounting for nonemployee share-based payment transactions and expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The main provisions of the update change the way nonemployee awards are measured in the financial statements. Under the simplified standards, nonemployee options will be valued once at the date of grant, as compared to at each reporting period end under ASC 505-50. At adoption, all awards without established measurement dates will be revalued one final time, and a cumulative effect adjustment to retained earnings will be recorded as the difference between the pre-adoption value and new value. Companies will be permitted to make elections to establish the expected term and either recognize forfeitures as they occur or apply a forfeiture rate. Compensation expense recognition using a graded vesting schedule will no longer be permitted. This pending content is the result of the FASB’s Simplification Initiative, to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting.

Recently issued accounting pronouncements

There are several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of March 31, ~~2022~~2023, none of these pronouncements are expected to have a material effect on the financial position, results of operations or cash flows of the Company.

Under the JOBS Act, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have opted to take advantage of this extended transition period. Since we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be comparable to financial statements of companies that comply with public company effective dates.

Note 2 – Going Concern

For the nine months ended March 31, ~~2022~~2023, the Company reported a net loss of approximately $~~2.1~~865 ~~million~~thousand. In addition, as of March 31, ~~2022~~2023, the Company had a working capital deficit of approximately $67.13 million with cash on hand of approximately $12,000. The Company believes that its existing capital resources are not adequate to enable it to execute its business plan and as of the date of these financial statements and has no firm commitment for either additional debt or equity financing available to it in order to meet its current commitments. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company estimates that it will require significant additional cash resources during fiscal ~~2022~~2023 and beyond, as JHW received its main permit from the Government of Malaysia to commence sea sand mining in January 2019 and further in April 2021, received its export license contingent on receiving updated dredging area rights (see Note 109). The sea sand mining license expired in January 9, 2022 and ~~the~~was ~~Company~~renewed ~~is currently in the process of renewing it~~ for aan ~~new~~additional three year ~~term.~~period, ~~The~~commencing ~~Company~~on ~~expects~~August to2, ~~receive~~2022 ~~confirmation~~and ofending ~~the~~in ~~mining~~August ~~license~~1, ~~renewal~~2025. ~~during the month of June 2022~~ The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.

The Company’s plan is to continue to work with JHW, and sub operators, such as One Standard Continent SDN BHD ~~(see Note 15. Subsequent Events)~~ to mine and export sea sand (Note 9).

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might result from this uncertainty.

12Note ~~Table~~3 of– ~~Contents~~Plant and Equipment

Note 3 – Advance Payment on Mineral Trading – Related Party

	March 31,			June 30,
	2023			2022
Cost
Motor Vehicles	$	10,181		$	14,742
Office equipment		9,489			24,143
Computers and software		12,312			12,816
Tools and equipment		480			481
Furniture and Fixture		35,075			35,161
		67,537			87,343
Accumulated Depreciation		(54,377	)		(70,870	)
Plant and Equipment, Net	$	13,160		$	16,473

InDepreciation ~~the year ended June 30, 2016, SBS advanced to Sincere Pacific Mining Sdn. Bhd. approximately $614,000 (MYR 2,774,000)~~ for the ~~purpose~~nine ofmonths ~~commencing~~ended ~~bauxite~~March ~~trading and financing activities. In that same period~~31, ~~the~~2023 ~~Company~~and ~~impaired~~2022 ~~all~~was ~~but~~ $~~186~~3,~~372~~279 ~~(MYR 800,000). During the year ended June 30, 2018, the Company received two repayments of RM 500,000~~ and ~~RM 300,000 respectively, which reduced the amounts of the advance not impaired during the fiscal year ended June 30, 2016 to~~ $~~nil as of June 30~~4, ~~2018. Should the Company~~096, ~~in future periods, collect further amounts under the trading program from its original advance, those amounts will be shown as income in the financial statements of the Company~~respectively.

~~Note~~11 4Table –of ~~Plant and Equipment~~Contents

	March 31,			June 30,
	2022			2021
Cost
Motor Vehicles	$	15,467		$	15,665
Office equipment		25,330			25,654
Computers and software		13,446			13,618
Tools and equipment		504			511
Furniture and Fixture		36,961			37,434
		91,708			92,882
Accumulated Depreciation		(73,252	)		(70,056	)
Plant and Equipment, Net	$	18,456		$	22,826

Note 4 – Other receivable and deposits

Depreciation for the nine months ended March 31, 2022 and 2021 was $4,096 and $4,659, respectively.

	March 31,		June 30,
	2023		2022

Sundry receivables	$	23,311	$	23,367
Other receivable		5,995		6,011
Deposits, including utility, security deposits		883		885
	$	30,189	$	30,263

Note 5 – ~~Other~~Related ~~receivable~~party advances and ~~deposits~~expenses

	March 31,		June 30,
	2022		2021
Sundry receivables	$	24,517	$	24,830
Other receivable		6,306		6,386
Deposits, including utility, security deposits		928		940
	$	31,751	$	32,156

Note 6 – Related party advances and expenses

Advances from related parties:

	March 31,		June 30,
	2022		2021
	2023		2022
Advances from SBS Directors	$	1,161,569	$	1,058,947
Advances from its Directors	$	1,229,327	$	1,093,752
Advances from related party		1,~~802~~773,~~027~~021		1,~~809~~799,~~390~~611
Advances from holding company		~~709~~675,~~997~~056		~~719~~677,~~055~~341
Total	$	3,~~673~~677,~~593~~404	$	3,~~587~~570,~~392~~704

13During ~~Table~~the nine months ended March 31, 2023 and 2022, the Company received advances from directors of ~~Contents~~$62,689 and $137,351, respectively and repaid advances from a director of $14,197 and $21,044, respectively.

~~During~~The Company has imputed interest at the ~~nine~~rate ~~months~~of ~~ended~~approximately ~~March~~6.5% ~~31,~~on ~~2022~~the ~~and~~advances ~~2021,~~made to the Company ~~received~~in ~~advances~~the ~~from~~amount ~~directors~~ of $~~137~~160,~~351~~574 and $31162,~~315,~~993 ~~respectively~~during ~~and~~the ~~repaid~~nine ~~advances~~months ~~from~~ended aMarch ~~director of $21~~31,~~044~~ 2023 and ~~$49~~2022,~~812,~~ respectively.

The Company has imputed interest at the rate of approximately 6.5% on the advances made to the Company in the amount of $162,993 and $159,428 during the nine months ended March 31, 2022 and 2021, respectively.

Concentration of Risk

To date the Company has been reliant on funding from related parties as the Company does not have the current existing capital resources to execute its business plan.

Note 76 – Due ~~from~~to unrelated parties

During the nine months ended March 31, ~~2022~~2023 and ~~2021~~2022, the Company received advances from an unrelated party of $~~639~~2,~~505~~353 and $0639,505, respectively and repaid advances from an unrelated party of $3332,~~633~~359 and $033, ~~respectively. During the nine months ended March 31~~633, ~~2022 and 2021, expenses of $3,892 and $20,802,~~ respectively~~, were paid directly through the unrelated party~~. As of March 31, ~~2022~~2023 and June 30, ~~2021~~2022, the Company has recorded a liability due to the unrelated party of $1,~~190~~111,~~578~~522 and $~~585~~1,~~957~~139,770, respectively. These amounts are unsecured, non-interest bearing and due on demand.

Note 87 – Commitments and Contingencies

Other Matters

On July 1, 2019, the Company entered into a corporate services agreement (the “Corporate Services Agreement”) with Nami Development Capital Sdn. Bhd. (“NDC”). Pursuant to the terms of the Corporate Services Agreement, NDC will provide general corporate and administrative services, including, but not limited to, accounting and payroll services and human resources support, to the Company and SBS. The Company and SBS will each pay a monthly retainer and reimburse the out-of-pocket expenses reasonably incurred by NDC in connection with the provision of these services as compensation to NDC. Additionally, the Company and SBS will each reimburse NDC for any service taxes, as well as any other taxes, incurred in connection with NDC’s carrying out this Corporate Services Agreement. Either party may terminate the Corporate Services Agreement upon 90 days’ written notice, provided that the non-terminating party reserves the right to negotiate for a longer period in order to effect an orderly transition.

Prior to Q2 2019, the Company and NDC were determined to be related parties by virtue of their relationships with Mr. Lew Sze How and Mr. MW Jason Chan. Messrs. Lew and Chan were directors and shareholders of NDC while serving as officers of the Company. However, on May 30, 2019, Messrs. Lew and Chan resigned as directors of NDC; and on June 14, 2019, they ceased to be shareholders of NDC. Messrs. Lew resigned as the Company’s Chief Financial Officer in January of 2022. Mr. Chan remains an officer of the Company. Accordingly, the Company and NDC are no longer related parties.

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From time to time the Company may be subject to proceedings, lawsuits, and other claims related to government agencies, operations, shareholders and contracts. The Company is required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of accrual required, if any, for these contingencies is made after analysis of each matter. The required accrual, if any, may change in the future due to new developments in each matter or changes in settlement strategies. The Company does not believe that there are presently any such matters that will have a material adverse effect on its financial condition or results of operations.

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Potential Acquisition

On January 17, 2019, Nami entered into a Letter of Intent with Pembinaan Kaya Hebat Sdn Bhd, a Malaysian corporation engaged in granite mining business (“PKH”) for the acquisition by NAMI of up to one hundred percent (100%) of the issued and outstanding capital stock of PKH with consideration at a purchase price at fair market value (the “Acquisition”). The completion of the Acquisition is subject to various conditions precedent, including but not limited to negotiating and execution a form of purchase agreement that is acceptable to both parties, approval of the financial statements of both parties, and fair market valuation of PKH which is not probable as of the date of these financial statements. In the event that Nami is able to complete the Acquisition, it intends to operate PKH as its wholly owned subsidiary or a majority-owned subsidiary.

Note 98 – Share Capital

Common Stock

The Company’s capitalization is 5,000,000,000 common shares with a par value of $0.001 per share.

As of March 31, 2022, the Company has not granted any stock options and has not recorded any stock-based compensation.

On July 4, 2018, the Company entered into a Share Exchange Agreement with GMCI, as the shareholder (the “SBS Shareholders”) of SBS Mining Corp. Malaysia Sdn. Bhd., a Malaysian corporation (“SBS”), pursuant to which the Company acquired 100% of the issued and outstanding shares of SBS from GMCI in exchange for the issuance of 720,802,346 shares of the Company to GMCI. As a result of the Exchange, SBS became wholly owned subsidiary of NAMI and GMCI became majority shareholder of NAMI owning 50.51% of capital stock of the Company.

On July 19, 2018, the Company was notified that GMCI approved and declared a dividend of shares of Nami to the stockholders of GMCI, on a pro rata basis, determined in accordance with the number of shares of capital stock of GMCI held by such stockholders, thereby transferring ownership of 100% of the outstanding shares of Nami held by GMCI to the stockholders of the GMCI (collectively, the “Nami Stock Dividend”). The Nami Stock Dividend was completed on August 21, 2018.

As of March 31, ~~2022~~2023 and June 30, ~~2021~~2022, the Company had 1,426,927,346 common shares issued and outstanding.

Preferred Shares - SBS

In August 2018, SBS designated a new class of preferred equity, designated the 12% redeemable cumulative preference shares, in its attempt to raise capital for business expansion and exploration and mining activities. SBS authorized the issuance of up to 50 million shares at the issue price of RM 1.0 per share. The new preferred equity carries a cumulative 12% preferred dividend, payable on a quarterly basis, based on the issue price of the preferred security. The preferred dividend will have priority to any payment of dividends on the common equity. The preferred shares automatically convert to NAMI Corp common shares two years after issuance if not converted earlier at the rate of USD $1.50 on then value translated into USD of each 12% redeemable cumulative preference share. In the event of the liquidation or winding up of SBS, the preferred shares are entitled to distributions prior to any amounts distributed to the common equity holders. The holders of the preferred shares, so long as the cumulative preferred dividend is timely paid each quarter, have no general voting rights, but have rights to vote on any matters that effect the provisions of the preference shares. In the event that SBS fails to timely make its quarterly dividend payment, the holders of the preferred equity receive the right to vote on any and all general corporate matters on a 1 for 1 basis with the number of preferred shares held. As of ~~March~~June 3130, 2022 and ~~June 30~~, 2021, dividends in arrears ~~totaled~~totalled $1719,~~989~~051 (MYR 7584,~~600~~00) and $12,146 (MYR 50,400), respectively. The Company has determined that the COVID 19 provisions passed by the Government of Malaysia are in essence force majeure provisions, and therefore the failure to pay the dividends and convert under the agreements are not enforceable by the holders. The Company ~~has~~ informed the preferred shareholders of its intention to make final dividend payments and convert their shares into common shares of Nami Corp. ~~on or about June 2022. The preferred shareholders have accepted the Company’s new proposed payment schedule.~~

In August 2018, the Company received approximately $59,530 (MYR 240,000) in the first subscription of its 12% redeemable cumulative preference shares (see below).

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In August 2018, the Company received approximately $8,878 (MYR 40,000) in a second subscription of its 12% redeemable cumulative preference shares (see below).

The preferred share subscription offering was closed on February 28, 2019.

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Instruments Convertible into Common or Preferred Shares

As at March 31, 2023, SBS had 0 shares of preferred stock outstanding. As at June 30, 2022, SBS had 280,000 shares of preferred stock outstanding ~~which~~that ~~are~~were convertible into 4442,~~418~~336 common shares. During the nine months ended March 31, 2023, a director of the Company redeemed the 280,000 preferred shares for approximately $63,560 (MYR 280,000) and paid 46,667 of common shares on behalf of the Company. The redemption has been included in amounts owed to related parties.

Note 109 – Sea Sand Mining Project

On August 30, 2017, SBS entered into an irrevocable right of use (“IRU”) agreement with JHW Holdings Sdn. Bhd. (“JHW”), whereby SBS was given exclusive rights to operate mining and extraction activities on the designated area (1,113 square kilometers outside the waters of the state of Terengganu, Malaysia, subject to certain terms and conditions therein) and manage all matters relating to the operations. The Company currently estimates that the acreage available under the IRU will provide approximately 5 years of sustained mining operations. As part of the IRU, the Company is responsible for all permitting costs (both for mining operation and for the right to sell the mined sand internationally) at both the state and federal levels of all applicable ministries and departments in Malaysia. As compensation for the IRU, the Company is obligated to remit to JHW on a quarterly basis, 25% of the profits from the mining activities, as defined within the agreement. The Company submitted the required environmental and engineering assessments as part of the permitting process for approximately 383 square kilometres, and in January 2019, JHW was issued by the government of Malaysia the first set of permits necessary to commence sea sand mining operations. The final approved area was 20.48km² within the jurisdiction of the state of Terengganu, Malaysia (the “Area”). The Company is required to prepay RM 500,000 of future royalty amounts due under the agreement with JHW, of which SBS funded RM 250,000 (approximately $60,000) as of June 30, 2021. On June 30, 2020 the Company determined that the recoverable amount of this prepayment was $~~nil~~0 and recorded an expense of $59,478 in cost of goods sold associated with the write-down.

As of June 30, 2019, SBS had capitalized $343,629 (MYR 1,466,541) of concession acquisition costs associated with the permit applications for the project. During the year ended June 30, 2020, amortization of $116,302 (MYR 488,847) was recorded. SBS is amortizing the costs over the three-year life of the mining permit issued. On June 30, 2020, the Company determined that the recoverable amount of the concession acquisition costs was $nil and recorded an impairment loss of $182,383 associated with the write-down.

In April 2021, the Malaysia Ministry of Energy and Natural Resources granted JHW a license approval for the export of sea sand dredged from the current license area. The export license is restricted as follows (a) the license extends for so long as the dredging license remains active (b) exports may only occur to China, Japan and Hong Kong (c) limited to approximately 19.64 million in cubic meters of sea sand that may be exported and (d) the licensee is required to abide with the conditions and requirements under the Sea Sand Mining License clauses under the Continental Shelf Act of Malaysia of 1966, as prescribed by the Department of the Director General of Lands and Mines.

In the third and 4th fiscal quarter of 2021, the Company engaged a group of consultants and engineers to assist it with (1) providing the information necessary to renew the January 2019 drilling license and (2) provide analysis to allow the Company to extend the availability of dredgable sand within its current license area. ~~The Company incurred $355,618 of such costs during the nine months ended March 31, 2022.~~

~~Note~~In 11August –2022, ~~Sea~~the ~~Sand~~sea ~~Dredging~~sand ~~Project~~mining ~~Financing~~and dredging license was renewed for an additional three year period, commencing on August 2, 2022 and ending in August 1, 2025.

On October 20, 2023 the Company, which is in a joint venture with JHW Holdings Sdn Bhd, a private limited company incorporated in Malaysia (“JHW”), received a second sea sand mining and dredging license from the Ministry of Energy and Natural Resources (Kementerian Tenaga dan Sumber Asli) (“KeTSA”). The license No. is 0146 and is a sea mining concession area of 21.10 square kilometers and includes an approved dredged sand volume of 31,650,000 cubic meters (m3). The mining and dredging license was granted for a term of three years from October 20, 2023, to October 19, 2026.

The Company incurred $36,121 and $355,618 of such costs during the nine months ended March 31, 2023 and 2022, respectively.

Note 10 – Sea Sand Dredging Project Financing

Project advances

In December 2020, the Company accepted an offer from Royal Resources PTE Ltd. (“Royal Resources”) related to a Sea Sand Dredging Project (the “Sea Sand Dredging Project”) located at Kawasan Luar Perairan Negeri Terengganu. In accordance with the offer, an advance payment (the “Advance”) of $49,236 (MYR 200,000) was required upon signing of the acceptance letter and was received during the nine months ended March 31, 2021. Until such time as a formal agreement is reached and signed, the Company ashas ~~of December 31, 2021,~~ treated the amount received as a non-interest bearing, undocumented advance, due upon demand. Upon signing an agreement with Royal Resources, the Company will receive an additional approximate $~~431~~410,500 (MYR 1,800,000) from Royal Resources. As of the date of issuance of these financial statements, no formal agreement has been entered into and the additional funding has not been received.

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In April 2021, the Company received advances from two investors (the “Investors”) related to this Sea Sand Dredging Project with total proceeds of $48,476 (MYR 200,000). Upon receipt of the funds, the Company had treated the amounts received as undocumented, non-interest bearing, due on demand advances. On August 3, 2021, the Company entered into agreements with the two investors and reclassified these deposits to project investment financing debt.

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During the year ended June 30, 2022, the Company was advanced approximately $410,000 (RM 1,805,000) by OSC on a non-interest bearing, undocumented, due on demand basis. During the period ended March 31, 2023, on a verbal basis, the Company and OSC agreed to amend the Sea Sand Sub-Operator Mining Agreement payment terms such that additional payments were added under the agreement consisting of (1) RM 2 million are required in advance of the startup of the mining operations and upon commencement an additional RM 3.15 million fee is payable. As of March 31, 2023 the RM 2 million has been received (approximately $452,000) and is included in project advances. In addition, the company has received approximately $207,000 (RM 915,400) in advances during the period ended March 31, 2023.

Project Investment financing debt

In May 2021, the Company received proceeds of approximately $484,760 (MYR 2,000,000) in exchange for a debt agreement with certain investors. As part of the financing agreement, in the event that the Company is unsuccessful in exporting for sale sea sand dredged from its license area, is required to repay the amount of the debt in full with 2% interest per annum, calculated on a daily basis. In the event that the Company is successful in obtaining an export license and upon obtaining an environmental management plan, the Company is required to begin 18 monthly payments with a guaranteed monthly payment of approximately $0.48 (RM 2) per cubic meter of dredged sand sold and 200,000 cubic meters per month, which is approximately $95,900 (MYR 400,000). As part of the agreement, certain directors of SBS and the Company guaranteed approximately $1,198,600 (MYR 5,000,000) to the investors.

On August 3, 2021, the Company reached debt agreements with two investors who had provided financing of approximately $48,476 (MYR 200,000) to the Company in April 2021. As part of the financing agreement, in the event that the Company is unsuccessful in exporting for sale sea sand dredged from its license area, the Company will be required to repay the amount of the debt in full with 2% interest per annum, calculated on a daily basis. In the event that the Company is successful in obtaining an export license and upon obtaining an environmental management plan, the Company is required to begin 18 monthly payments with a guaranteed monthly payment of approximately $0.02 (RM 0.10) per cubic meter of dredged sand sold and 200,000 cubic meters per month, which is approximate $4,800 (MYR 20,000). The Company failed to make its first minimum payment to these investors in February 2022, which the Company believes constitutes a material breach of such agreement. As a result, the Company reclassified the outstanding combined balance of $60,241 to current liabilities. Through ~~March~~June 3130, 2022 and the date these financial statements were issued, the investors have not yet demanded ~~immediate~~ re-payment.

The Company has accounted for the settlement feature that requires repayment based on a minimum of dredged sand as a derivative. The Company valued the alternate payment stream by computing the difference in discounted value of the debt instrument between the imputed rate of the payment stream to certain pricing services Junk debt in the United States (as there is no readily available widely used service in Malaysia) as of the inception dates in May 2021 and August 2021 of approximately 43% and 41%, respectively and estimating that payments would begin in February 2021 at inception and then accelerating repayment beginning in August 2021 as of June 30, 2021 for the May 2021 investment. At inception, the Company recorded derivative liabilities in the amount of $345,369 and $35,317, on May 2021 and August 2021 debt agreements, respectively, which have been recorded as a discount to the amount loaned to the Company. ~~From~~In ~~inception~~June of2022, the ~~instruments~~Company ~~through~~determined ~~March~~that ~~31,~~a ~~2022~~change in estimate was required, that the ~~Company~~likelihood ~~recorded~~of ~~cumulative~~payment ~~income~~due ~~from~~to ~~the~~sales ~~change~~of indredged ~~fair~~sea ~~value~~sand ofduring ~~bifurcated~~the ~~derivative~~term of ~~$33,291~~the financings has become very remote and ~~amortization~~therefore ofthe ~~debt~~Company ~~discount~~reverted accounting for the notes to the required minimum payments under the respective financing agreements outstanding as of ~~$401~~June 30,~~450~~ 2022, discounted at the rate for S&P rated CCC- notes at their inception.

~~During~~The ~~the~~following ~~nine~~table ~~months~~shows ~~ended~~the ~~March~~activity ~~31,~~for ~~2022,~~ the ~~Company~~fair ~~received~~value ~~approximately $131,262 (MYR 550,000) from One Standard Continent SDN BHD in advance~~ of the ~~contract~~contingent ~~entered~~interest ~~into~~liability ~~subsequent~~for toJune ~~March 31~~30, 2022 ~~(see note 15).~~:

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Fair value at June 30, 2021	$	208,969
Additions		-
Change in fair value due to change in estimate		(201,291	)
Change in foreign exchange		-
Redemption		(7,678	)
Fair value at June 30, 2022	$	-

~~The~~Note ~~following~~11 ~~table~~– ~~shows~~Short-term ~~the activity for the fair value of the contingent interest liability for March 31, 2022 and June 30, 2021:~~loans

Fair value at June 30, 2020		$	-
	(I)	On August 25, 2021, the Company entered into an additional short-term loan agreement, in which the Company received approximately $42,900 (MYR 180,000), with principal and interest of approximately $858 (MYR 3,600) due in full on September 30, 2021. The Company did not repay the balance prior to the deadline, and as of June 30, 2022, the Company had defaulted on this loan, resulting in a default interest rate of 2% per month until the debt has been repaid in full. During the year ended June 30, 2022, the Company recorded interest expense of $6,808 (MYR 29,748) associated with the loan. As of June 30, 2022, the principal balance of the loan principal was fully paid. As of March 31, 2023 unpaid accrued interest is approximately $6,424 (MYR 29,748).
Additions			345,369
	(II)	On April 1, 2022, the Company entered into a short-term loan agreement, in which the Company received approximately $7,100 (MYR 30,000). As of March 31, 2023, the remaining principal balance of the loan is approximately $6,787 (MYR 30,000). As of March 31, 2023 accrued interest is approximately $2,851 (MYR 12,600).
Change in fair value			(137,186	)
Change in foreign exchange			786
Redemption			-
Fair value at June 30, 2021		$	208,969
Additions			16,846
Change in fair value			170,271
Change in foreign exchange			(1,164	)
Redemption			-
Fair value at September 30, 2021		$	394,922
Additions			-
Change in fair value			(68,886	)
Change in foreign exchange			2,458
Redemption			-
Fair value at December 31, 2021		$	328,494
Additions			-
Change in fair value			251,234
Change in foreign exchange			(3,165	)
Redemption			-
Fair value at March 31, 2022		$	576,563

~~The~~15 ~~following~~Table ~~table shows the Fair Value classification~~ of ~~the derivative liability above as of March 31, 2022 and June 30, 2021:~~Contents

	Fair value measured at March 31, 2022
	Quoted price in active markets (Level 1)		Significant other inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Financial liabilities at fair value
Contingent interest liability	$	-	$	-	$	576,563	$	576,563
Total Financial liabilities at fair value	$	-	$	-	$	576,563	$	576,563

Note 12 – Geographic Segment Reporting

	Fair valued measured at June 30, 2021
	Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Financial liabilities at fair value:
Contingent interest liability	$	-	$	-	$	208,969	$	208,969
Total financial liabilities at fair value	$	-	$	-	$	208,969	$	208,969

The following table shows operating activities information by geographic segment for the nine months ended March 31, 2023 and 2022:

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Nine Months Ended March 31, 2023	USA			Malaysia			Total
Revenue	$	-		$	-		$	-
Cost of Goods Sold		-			-			-
Depreciation of property, plant and equipment		-			(3,279	)		(3,279	)
General and administrative expenses		(30,491	)		(111,269	)		(141,760	)
Professional fees		(66,741	)		(6,416	)		(73,157	)
Exploration expenditures		-			(36,121	)		(36,121	)
Other expenses		(45,384	)		(565,136	)		(610,520	)
Net loss	$	(142,616	)	$	(722,221	)	$	(864,837	)

Note 12 – Short-term loans

Nine Months Ended March 31, 2022	USA			Malaysia			Total
Revenue	$	-		$	-		$	-
Cost of Goods Sold		-			(24	)		(24	)
Depreciation of property, plant and equipment		-			(4,096	)		(4,096	)
General and administrative expenses - including related party		(70,809	)		(77,754	)		(148,563	)
Professional fees		(152,907	)		(1,671	)		(154,578	)
Exploration expenditures		-			(355,618	)		(355,618	)
Other expenses		(45,383	)		(1,357,202	)		(1,402,585	)
Net loss	$	(269,099	)	$	(1,796,365	)	$	(2,065,464	)

	(I)	On August 25, 2021, the Company entered into a short-term loan agreement, in which the Company received approximately $47,700 (MYR 200,000), with principal and interest of approximately $2,385 (MYR 10,000) due in full on September 30, 2021. During the nine months ended March 31, 2022, the Company paid the principal and interest balances in full and recorded interest expense of $2,385 (MYR 10,000), and as of March 31, 2022 there were no remaining liabilities associated with this short-term loan agreement.
	(ii)	On August 25, 2021, the Company entered into an additional short-term loan agreement, in which the Company received approximately $42,900 (MYR 180,000), with principal and interest of approximately $858 (MYR 3,600) due in full on September 30, 2021. The Company did not repay the balance prior to the deadline, and as of March 31, 2022, the Company had defaulted on this loan, resulting in a default interest rate of 2% per month until the debt has been repaid in full. During the nine months ended March 31, 2022, the Company recorded interest expense of $6,030 (MYR 25,200) associated with the loan. As of March 31, 2022, the remaining principal balance of the loan is approximately $42,832 (MYR 180,000) and accrued interest is approximately $5,997 (MYR 25,200).

The following table shows assets information by geographic segment at March 31, 2023 and June 30, 2022:

Note 13 – Geographic Segment Reporting

As of March 31, 2023	USA		Malaysia		Total
Current assets	$	-	$	31,727	$	31,727
Property and equipment, net		-		13,160		13,160
Total assets	$	-	$	44,887	$	44,887

The following table shows operating activities information by geographic segment for the nine months ended March 31, 2022 and 2021:

As of June 30, 2022	USA		Malaysia		Total
Current assets	$	-	$	37,750	$	37,750
Property and equipment, net		-		16,473		16,473
Total assets	$	-	$	54,223	$	54,223

Nine Months Ended March 31, 2022	USA			Malaysia			Total
Revenue	$	-		$	-		$	-
Cost of Goods Sold		-			(24	)		(24	)
Depreciation of property, plant and equipment		-			(4,096	)		(4,096	)
Amortization of concession acquisition costs		-			-			-
General and administrative expenses		(70,809	)		(77,754	)		(148,563	)
Professional fees		(152,907	)		(1,671	)		(154,578	)
Exploration expenditures					(355,618	)		(355,618	)
Other expenses		(45,383	)		(1,357,202	)		(1,402,585	)
Net loss	$	(269,099	)	$	(1,796,365	)	$	(2,065,464	)

Note 13 – Deferred Revenue

Nine Months Ended March 31, 2021	USA			Malaysia			Total
Revenue	$	-		$	-		$	-
Depreciation of property, plant and equipment		-			(4,659	)		(4,659	)
General and administrative expenses - including related party		(25,419	)		(30,336	)		(55,755	)
Professional fees		(8,497	)		-			(8,497	)
Other expenses		(45,383	)		(110,129	)		(155,512	)
Net loss	$	(79,299	)	$	(145,124	)	$	(224,423	)

During the year ended June 30, 2022, the Company received approximately $124,739 (MYR 550,000) from OSC in advance of the contract entered into May 27, 2022, where the Company entered into an operator agreement with OSC, in which OSC has been provided with the ability to carry out all dredging activities, all transportation, insurance, risk management and export in an area comprised of 21.10 sq/km. within the Company’s 325.3 sq/km new concession area. As part of this transaction, the Company and OSC have executed a power of attorney and exclusive sole marketing agent agreement. The power of attorney allows OSC to act as the Company’s sub-operator within the concession area; in the exclusive sole marketing agent agreement the Company appoints OSC to act as exclusive sole marketing agent to promote and negotiate the sale of sea sands and to seek funding for the Company’s sea sand projects. The Company has recorded the amount received as deferred revenue as it is yet to transfer control of dredged sea sand production but expects to do so in the near term.

~~The~~Note ~~following~~14 ~~table~~– ~~shows~~Subsequent ~~assets information by geographic segment at March 31, 2022 and June 30, 2021:~~Events

As of March 31, 2022	USA		Malaysia		Total
Current assets	$	-	$	32,777	$	32,777
Property and equipment, net		-		18,456		18,456
Total assets	$	-	$	51,233	$	51,233

Subsequent to March 31, 2023, the Company received additional advances from OSC of approximately $72,000 (RM 317,900) as part of the Sea Sand Sub-Operator Mining Agreement verbally amended during the period ended September 30, 2022.

As of June 30, 2021	USA		Malaysia		Total
Current assets	$	-	$	56,159	$	56,159
Property and equipment, net		-		22,826		22,826
Total assets	$	-	$	78,985	$	78,985

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Note 14 – Risks And Uncertainties

In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no retroactive material adverse impacts on the Company’s results of operations and financial position at March 31, 2022. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company in the future. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur and additional information is obtained.

Note 15 – Subsequent Events

Subsequent to March 31, 2022, the Company re-negotiated the payment schedule set forth in the Sea Sand Mining Project Agreement, executed on May 19, 2021 between the Company and certain investors. The Company has committed to pay one investor RM 100,000 during the month of May 2022; RM 100,000 during the months of June and July of 2022, and to resume payments pursuant to the terms of the agreement starting in August 2022.The Company has agreed with the other two investors to resume quarterly payments pursuant to the terms of the agreement when the sea sand project commences its operations.

On May 27, 2022, the Company entered into an operator agreement with One Standard Continent SDN BHD (“OSC”), in which OSC has been provided with the ability to carry out all dredging activities, all transportation, insurance, risk management and exportin an area comprised of 21.10 sq/km. within the Company’s 325.3 sq/km new concession area. The Company will receive a retainer fee, concession related fee and tribute fee from OSC for sand sold. As part of this transaction, the Company and OSC have executed a power of attorney and exclusive sole marketing agent agreement. The power of attorney allows OSC to act as the Company’s sub-operator within the concession area; in the exclusive sole marketing agent agreement the Company appoints OSC to act as exclusive sole marketing agent to promote and negotiate the sale of sea sands and to seek funding for the Company’s sea sand projects. The Company will bear responsibility for payment of 25% to JHW and a royalty to the Ministry of Land and Natural Resources of MYR 0.70 per cubic meter dredged

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

Results of Operations

~~Results~~The following summary of ~~Operations~~our results of operations should be read in conjunction with our financial statements for the Three Months ended March 31, 2023 and 2022, which are included herein.

~~The~~Our ~~following~~operating ~~summary of our~~ results offor ~~operations~~three ~~should~~months beended ~~read~~March in31, ~~conjunction~~2023 ~~with~~and ~~our~~2022, ~~financial~~and ~~statements for~~ the ~~nine~~changes ~~months~~between ~~ended~~those ~~March~~periods ~~31,~~for ~~2022~~the ~~and~~respective ~~2021,~~items ~~which~~ are ~~included~~summarized ~~herein.~~as follows:

Our operating results for three months ended March 31, 2022 and 2021, and the changes between those periods for the respective items are summarized as follows:

	Three months ended
	March 31,
	2023			2022			Change			%
Sales	$	-		$	-		$	-			-
Cost of Goods Sold		-			-			-			-
Gross Profit		-			-			-			-
Operating expenses		33,765			232,862			(199,097	)	(85%)
Other Expense		120,441			525,780			(405,339	)	(77%)
Net loss	$	(154,206	)	$	(758,642	)	$	604,436		(80%)

Other Comprehensive Loss:	$	552		$	36,777		$	(36,225	)	(99%)

Comprehensive Loss	$	(153,654	)	$	(721,865	)	$	568,211		(79%)

	Three months ended
	March 31,
	2022			2021			Change			%
Sales	$	-		$	-		$	-			-
Cost of Goods Sold		-			-			-			-
Gross Profit		-			-			-			-
Operating expenses		232,862			24,746			208,116			841	%
Other Expense		525,780			52,313			473,467			905	%
Net loss	$	(758,642	)	$	(77,059	)	$	(681,583	)		885	%
Other Comprehensive Income:	$	36,777		$	72,598		$	(35,821	)	(49%)

During the three months ended March 31, 2023 and 2022, the Company did not recognize any revenues, cost of goods sold, or gross loss.

~~During~~Our financial statements reported a net loss of $154,206 for the three months ended March 31, ~~2022~~2023 ~~and~~compared ~~2021~~to a net loss of $758,642 for the ~~Company~~three ~~did~~months ~~not~~ended ~~recognize~~March ~~any~~31, ~~revenues~~2022. Our losses have decreased on a year-over-year basis, ~~cost~~primarily as a result of ~~goods~~lower ~~sold~~exploration orexpenses ~~gross~~and ~~profit~~the resolution of the project financing derivative liability, the related interest expense and change in fair value expense included in other expenses.

~~Our~~Operating ~~financial~~expense ~~statements~~decreased ~~reported~~to ~~a net loss of~~ $~~758~~33,~~642~~765 for the three months ended March 31, ~~2022~~2023 compared to ~~a net loss of~~ $77232,~~059~~862 for the three months ended March 31, ~~2021~~2022. ~~Our~~The ~~losses~~decrease have increased on a year-over-year basis, primarily as a result of the near total lockdown of Malaysia as a result of the COVID 19 pandemic during the prior year and the subsequent partial restriction lifting that occurred in ~~July~~operating ~~2021~~expense ~~allowing for the resumption of administrative activities~~ during the ~~current period. Additionally, during the~~ three months ended March 31, ~~2022,~~2023 compared to the ~~results~~same ~~included~~period ~~operating~~in ~~expense~~the ofprior ~~$232,862~~year ~~mainly~~was ~~associated~~an ~~with~~primarily ~~the~~due ~~Company’s~~to ~~exploration~~reduced ~~expenditures~~general and ~~other expense of $525~~administrative,~~780~~ ~~mainly~~professional ~~associated~~fees ~~with~~and ~~the~~exploration ~~debt held by the Company~~expenses.

~~Operating~~Other expense ~~increased~~decreased to $~~232~~120,~~862~~441 for the three months ended March 31, ~~2022~~2023, compared to $24525,~~746~~780 for the three months ended March 31, ~~2021~~2022. The ~~increase~~decrease in ~~operating~~other expense ~~during~~was mainly related to the ~~three~~decrease ~~months~~in ~~ended~~interest ~~March~~costs ~~31,~~and ~~2021~~fair ~~compared~~value tochanges associated with the ~~same~~derivative ~~period~~liability for project financing included in the prior ~~year~~period. We ~~was~~expect aninterest expense from loans and advances to increase in ~~general~~future ~~and~~periods ~~administrative~~until ~~expenses~~such time as awe ~~result~~are ofable ~~increased~~to ~~corporate~~generate ~~activity,~~profitable ~~professional~~operations ~~fees~~and ofbegin ~~$26,272~~to ~~incurred~~repay asour aadvances ~~result~~from ofour ~~the~~unrelated ~~Company~~debtors ~~completing~~as ~~several~~well ~~filings~~as ~~during~~our ~~the~~directors ~~period~~ and ~~exploration~~entities ~~expenditures~~related ofto ~~$142,833~~our directors.

Other expense increased to $525,780 for the three months ended March 31, 2022, compared to $52,313 for the three months ended March 31, 2021. The increase in other expense was mainly related to the amortization of debt discounts on the Company’s project financing debt, in addition to a reduction in other income and slight increase in interest expense imputed for our non-interest bearing advances from related parties, and interest associated with two short-term loans entered into during the period ended March 31, 2022. We expect interest expense to increase in future periods until such time as we are able to generate profitable operations and begin to repay our advances from our unrelated debtors as well as our directors and entities related to our directors.

Should we be successful in our efforts to raise additional capital, and to close one or more of our outstanding offers to purchase mining and explorations rights and thus begin exploration and mining operations, we expect our expenses to increase substantially.

Our operating results for nine months ended March 31, ~~2022~~2023 and ~~2021~~2022, and the changes between those periods for the respective items are summarized as follows:

	Nine months ended
	Nine Months Ended
	March 31,
	2022			2021			Change			%
	2023			2022			Change			%
Sales	$	-		$	-		$	-			-
Cost of Goods Sold		24-			-24			(24	)	(100%)	-
Gross Loss		~~(24~~-	)		-(24	)		(24	)	(100%)	-
Operating expenses		~~662~~254,~~855~~317			68662,~~911~~855			~~593~~(408,~~944~~538	)	(62%)	~~862~~	%
Other Expense		1610,~~402,585~~520			~~155~~1,~~512~~402,585			1(792,~~247,073~~065	)	(56%)	~~802~~	%
Net loss	$	(2864,~~065,464~~837	)	$	(~~224~~2,~~423~~065,464	)	$	(1,~~841~~200,~~041~~627	)	(58%)	~~820~~	%
Other Comprehensive Income (Loss):	$	47(10,~~545~~170	)	$	~~(70~~47,~~371~~545	)	$	~~117~~(57,~~916~~715	)	(121%)	~~167~~	%
Comprehensive loss	$	(2875,~~017,919~~007	)	$	(~~294~~2,~~794~~017,919	)	$	(1,~~723~~142,~~125~~912	)	(57%)	~~585~~	%

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During the nine months ended March 31, ~~2022~~2023 and ~~2021~~2022, the Company did not recognize any revenues, cost of goods sold of $240 and $024, respectively and a gross loss profit of $~~(24)~~0 and $024, respectively.

Our financial statements reported a net loss of $2864,~~065,464~~837 for the nine months ended March 31, ~~2022~~2023 compared to a net loss of $~~224~~2,~~423~~065,464 for the nine months ended March 31, ~~2021~~2022. Our losses have ~~increased on a year-over-year basis~~continued, primarily as a result of the near total lockdown of Malaysia as a result of the COVID -19 pandemic during the prior year and the subsequent partial restriction lifting that occurred in July 2021 allowing for the resumption of administrative activities during the current period. Additionally, during the nine months ended March 31, 2022, the results included other expense of $352,619 from the change in the fair value of a derivative liability associated with a contingent interest liability arising from project financing arrangements the Company entered into in May 2021 and August 2021, which also included interest expense of $888,240 primarily related to the amortization of the debt discount on such debt.

Operating expense ~~increased~~decreased to $~~662~~254,~~855~~317 for the nine months ended March 31, ~~2022~~2023 compared to $68662,~~911~~855 for the nine months ended March 31, ~~2021~~2022. The ~~increase~~decrease in operating expense during the nine months ended March 31, ~~2022~~2023 compared to the same period in the prior year was anprimarily ~~increase~~due into ~~general~~decreases ~~and~~in ~~administrative~~exploration ~~expenses~~expenditures asand ~~a result of increased corporate activity,~~ professional fees as a result of ~~the~~cost ~~Company~~containment ~~completing several filings during the period and exploration expenditures~~measures.

Other expense ~~increased~~decreased to $1610,~~402,585~~520 for the nine months ended March 31, ~~2022~~2023, compared to $~~155~~1,~~512~~402,585 for the nine months ended March 31, ~~2021~~2022. The ~~increase~~decrease in other expense was mainly related to the ~~change~~resolutions inof the derivative liability, changes in fair value ofand ~~the~~reduced ~~derivative~~interest ~~liability~~expense from the amortization of debt discounts on the Company’s project financing debt, incompared ~~addition~~ to athe ~~reduction~~same inperiod ~~other income and slight increase~~ in ~~interest expense imputed for our non-interest bearing advances from related parties, and interest associated with two short-term loans entered into during~~ the ~~nine~~prior ~~months ended March 31, 2021~~year. We expect interest expense to increase in future periods until such time as we are able to generate profitable operations and begin to repay our advances from our unrelated debtors as well as our directors and entities related to our directors.

Liquidity and Financial Condition

Working Capital

	March 31,			June 30,			Change
	2022			2021			Amount			%
	2023			2022			Amount			%
Cash	$	1,~~026~~538		$	247,~~003~~487		$	(225,~~977~~949	)	(9679%)
Current Assets	$	3231,~~777~~727		$	5637,~~159~~750		$	(236,~~382~~023	)	(4216 %)
Current Liabilities	$	67,~~103~~371,~~460~~600		$	46,~~643~~598,~~820~~095		$	1773,~~459,640~~505			3112%	%
Working Capital Deficiency	$	(67,~~070~~339,~~683~~873	)	$	(46,~~587~~560,~~661~~345	)	$	(1779,~~483,022~~528	)		3212%	%

Our working capital deficit increased as of March 31, ~~2022~~2023, as compared to June 30, ~~2021~~2022, primarily due to an increase in current liabilities to fund operating losses, increased debt levels and ~~derivative liabilities related to our~~ project financing ~~investment offset by funds received from the Company’s project financing~~ debt.

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In the coming quarters our largest cash outlays will be in regards to (1) professional fees for work performed for our reporting as part of Nami Corp., (2) for the consultants as part of their work performed to respond to any additional requests received from governmental authorities as part of the process of obtaining approval for the permits and licenses. (3) repayments of the project financing debt.

Management believes that the level of our pre-operating losses are normal for companies in the mining business, and that we will be able to off-set such losses against future revenues once the Company commences its operations and exports. However, our financial statements include a statement that there is a going concern in regards to the Company. Without significant additional investment in the form of debt or equity we may have difficulty meeting our obligations as they come due prior to our obtaining all the necessary permits to begin contracting for sea sand mining operations.

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Cash Flows

	Nine months ended
	Nine Months Ended
	March 31,						Change
	2022			2021			Amount			%
	2023			2022			Amount			%
Cash Flows used in operating activities	$	(~~791~~213,~~395~~815	)	$	(29791,~~181~~395	)	$	~~(762~~577,~~214~~580	)	(73%)	~~2,612~~	%
Cash Flows provided by investing activities	$	-		$	~~49,236~~-		$	~~(49,236~~-	)	~~(100%)~~	-
Cash Flows provided by (used in) financing activities	$	~~765~~221,~~108~~929		$	~~(18~~765,~~497~~108	)	$	~~783~~(543,~~605~~179	)	(~~4,236~~71%)
Effects on changes in foreign exchange rate	$	3(14,~~310~~063	)	$	(13,~~393~~310	)	$	4(17,~~703~~373	)	(~~338~~525%)
Net (decrease) increase in cash during period	$	(225,~~977~~949	)	$	~~165~~(22,977	)	$	~~(23~~17,~~142~~028	)	(~~14,025~~74%)

Operating Activities

Net cash used in operating activities was $~~791~~213,~~395~~815 for the nine months ended March 31, ~~2022~~2023 compared to $29791,~~181~~395 in the same period in ~~2021~~2022.

During the nine months ended March 31, ~~2022~~2023, cash used in operating activities consisted of a net loss of $(2864,~~065~~837,~~464),~~ depreciation of property and equipment of $43,~~096~~279, imputed interest on non-interest bearing related party advances contributed as paid in capital of $~~162~~160,~~921~~575, amortization of debt discount of $~~401~~448,~~450~~602, ~~change in fair value of derivative liability of $352,619, expenses paid directly through related party advances of $156, expenses paid directly through unrelated party advances of $3,892,~~ accrued interest of $6804,~~019,~~ accounts payable and accrued liabilities of $~~716~~34,927, and other payables and accruals of $~~342~~2,~~128~~835.

During the nine months ended March 31, ~~2021~~2022, cash used in operating activities consisted of a net loss of $~~224~~2,~~423~~065,464, depreciation of property and equipment of $4,~~659~~096, imputed interest on non-interest bearing related party advances contributed as paid in capital of $~~159~~162,~~428~~921, amortization of debt discount of $401,450, change in fair value of derivative liability of $352,619, expenses paid bydirectly anthrough related party advances of $156, expenses paid directly through unrelated party advances of $203,~~802~~892, ~~changes~~accrued ininterest ~~other~~of ~~receivable~~$6,019, accounts payable and ~~deposits~~accrued liabilities of $~~(594)~~716, and other payables and accruals of $10342,~~947~~128.

Investing Activities

~~Net~~There ~~cash~~were ~~used~~no in investing ~~activities was $0 the nine months ended March 31, 2022 compared to~~ cash ~~provided~~flows byfor ~~financing activities of $49,236 in~~ the ~~same period in the prior year. During the~~ nine months ended March 31, ~~2021,~~2023 ~~cash~~and ~~flow provided by investing activities of $49,236 was the result of a project deposit made by a third party~~2022.

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Financing Activities

Net cash provided by financing activities was $~~765~~221,~~108~~929 for the nine months ended March 31, ~~2022~~2023, compared to net ~~cash~~provided ~~used~~by in financing activities of $18765,~~497~~108 in the same period in ~~2021~~2022. Net cash ~~used~~provided inby financing during the nine months ended March 31, ~~2022~~2023 was the result of ~~proceeds of short-term loans of $90,628, principal repayments of short-term loans of $(47,699),~~ advances from related parties of $~~137~~62,~~351~~689, advances from an unrelated party of $~~639~~2,~~505~~353, repayments of related party advances of $~~(21~~14,~~044)~~197, and repayments of advances to an unrelated party of $~~(33~~32,~~633)~~359. Net cash used in financing ~~activities~~during ~~for~~ the nine months ended March 31, ~~2021~~2022 was athe result of proceeds of short-term loans of $90,628, principal repayments of short-term loans of $47,699, advances ~~received~~from related parties of $137,351, advances from aan unrelated party of $639,505, repayments of related party advances of $3121,~~315~~044, and repayments of advances to an ~~related~~unrelated party of $~~(49~~33,~~812)~~633.

Going Concern

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, our company has negative working capital, recurring losses, and does not have an established source of revenues sufficient to cover its operating costs. These factors raise substantial doubt about our company’s ability to continue as a going concern.

The ability of our company to continue as a going concern is dependent upon its ability to successfully commence its sea sand mining operations and eventually attain profits. The accompanying financial statements do not include any adjustments that may be necessary if our Company is unable to continue as a going concern.

In the coming year, our Company’s foreseeable cash requirements will relate to continual development of the operations of our business, maintaining our good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with operations and business development. Our Company may experience a cash shortfall and be required to raise additional capital.

Historically, we have mostly relied upon internally generated funds such as shareholder loans and advances to finance our operations and growth. Management may raise additional capital by retaining net earnings or through future public or private offerings of our Company’s stock or through loans from private investors, although there can be no assurance that we will be able to obtain such financing. Our Company’s failure to do so could have a material and adverse effect upon us and our shareholders.

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Plan of Operations

This report contains forward looking statements relating to our Company’s future economic performance, plans and objectives of management for future operations, projections of revenue mix and other financial items that are based on the beliefs of, as well as assumptions made by and information currently known to, our management. The words “expects”, “intends”, “believes”, “anticipates”, “may”, “could”, “should” and similar expressions and variations thereof are intended to identify forward-looking statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.

If the Company is unsuccessful in raising funds through shareholder loans or advances, it will have to seek additional funds from third party debt financing, which would be highly difficult for a development stage company, such as the Company, to secure; or through the private placement of its common stock. Malaysia eased the Covid 19 lockdown in February 2022 and transitioned to the endemic phase in April 2022; however, the Russia-Ukraine war, which started in February of 2022, has severely disrupted shipping costs, and ~~causing~~impacted ~~cargo~~negotiations ~~movements~~with topotential ~~our Chinese buyers to remain at a standstill~~customers. This has had a negative effect on the operations of the Company ~~and on the shipment of our sea sand to China~~. Until the Company is able to ~~sale~~sell sand proceeding from its mining operations, the Company will be highly dependent on shareholder loans and advances. If the Company where able to secure third party debt financing, being a development stage company with no operations to date, it would likely have to pay additional costs associated with high-risk loans and be subject to an above market interest rate. If these funds are required and not available through shareholder loans or advances, or through the private placement of the Company’s securities, management will evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage debt repayment terms. If these additional funds are not obtained through either of the alternatives discussed herein, the Company maybe required to cease its business operations. As a result, investors in the Company’s common stock would lose all of their investment.

On May 27, 2022, the Company entered into an operator agreement with One Standard Continent SDN BHD (“OSC”), in which OSC has been provided with the ability to carry out all dredging activities, all transportation, insurance, risk management and ~~exportin~~exporting an area comprised of 21.10 sq/km. within the Company’s 325.3 sq/km new concession area. The Company will receive a retainer fee, concession related fee and tribute fee from OSC for sand sold. As part of this transaction, the Company and OSC have executed a power of attorney and exclusive sole marketing agent agreement. The power of attorney allows OSC to act as the Company’s sub-operator within the concession area; in the exclusive sole marketing agent agreement the Company appoints OSC to act as exclusive sole marketing agent to promote and negotiate the sale of sea sands and to seek funding for the Company’s sea sand projects. The Company will bear responsibility for payment of 25% to JHW and a royalty to the Ministry of Land and Natural Resources of MYR 0.70 per cubic meter dredged.

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Off-Balance Sheet Arrangements

We have no 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 stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Use of Estimates

Recent Accounting Pronouncements

Our company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

25 Table of Contents

ITEM 4. CONTROLS AND PROCEDURES

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report, the Company’s management evaluated, with the participation of the Company’s principal executive and financial officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act). Disclosure controls and procedures are defined as those controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports it files or submits under the Act is recorded, processed, summarized, and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, we concluded that the Company’s disclosure controls and procedures are ineffective in gathering, analyzing, and disclosing information needed to satisfy the registrant’s disclosure obligations under the Exchange Act. Based upon an evaluation of the effectiveness of disclosure controls and procedures, our Company’s principal executive and principal financial officer have concluded that as of the end of the period covered by this report, our disclosure controls, and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) are not effective because of the material weaknesses in our disclosure controls and procedures, which are identified below. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

The material weaknesses in our disclosure control procedures are as follows:

1. Lack of resources provided to the accounting and reporting function under U.S. GAAP. The Company utilizes a third-party independent contractor for the work required to convert our financial statements for SBS from local Malaysia GAAP into U.S. GAAP and for preparation of its U.S. GAAP consolidated financial statements. There are certain challenges faced in providing sufficient resources in terms of time and access to allow the contractor to properly record all of the adjustments necessary on a timely basis to conform our reporting to U.S. GAAP standards.

2. Failure to timely test for impairment of long-lived assets. The Company failed to timely assess its long-lived assets in regards to concession costs for impairment.

3Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). ~~Failure~~Internal control over financial reporting is to ~~report~~provide ~~mining~~reasonable ~~activity~~assurance regarding the reliability of our financial reporting for external purposes in accordance with USaccounting ~~GAAP~~principles generally accepted in the United States of America. ~~The~~Internal ~~Company~~control ~~failed~~over tofinancial ~~recognize~~reporting ~~its~~includes: ~~mining~~maintaining ~~costs~~records that, in reasonable detail, accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as ~~expenses~~necessary ~~when~~for ~~incurred~~preparation ~~rather~~of ~~than~~our ~~capitalizing~~financial statements; providing reasonable assurance that receipts and ~~amortizing~~expenditures ~~over~~of ~~the~~Company ~~expected~~assets ~~period~~are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of ~~activity~~Company assets that could have a material effect on our financial statements would be prevented or detected.

~~Our~~As ~~management~~of isMarch ~~responsible~~31, ~~for~~2022, ~~establishing~~management ~~and~~assessed ~~maintaining~~the ~~adequate~~effectiveness of the Company’s internal control over financial reporting ~~for~~based on the ~~Company~~criteria ~~(as~~for ~~defined~~effective ininternal ~~Rules~~control ~~13a-15(f)~~over ~~and~~financial ~~15d-15(f)~~reporting ~~under~~established ~~the~~in ~~Exchange~~SEC ~~Act).~~guidance ~~Internal~~on ~~control~~conducting ~~over~~such ~~financial~~assessments. ~~reporting~~Based ison tothis ~~provide~~evaluation ~~reasonable~~under ~~assurance~~the ~~regarding~~COSO ~~the~~Framework, ~~reliability~~our ofmanagement concluded that our internal controls over financial reporting ~~for~~are ~~external~~not ~~purposes~~effective inas ~~accordance~~of ~~with~~March ~~accounting~~31, ~~principles~~2023. ~~generally~~In ~~accepted~~making inthis ~~the~~assessment, ~~United~~our ~~States~~management ofused ~~America.~~the ~~Internal~~criteria ~~control~~set ~~over~~forth ~~financial~~by ~~reporting~~the ~~includes:~~Committee ~~maintaining~~of ~~records~~Sponsoring ~~that,~~Organizations inof ~~reasonable~~the ~~detail,~~Treadway ~~accurately~~Commission ~~and~~(“COSO”) ~~fairly~~in ~~reflect~~Internal ~~our~~Control-Integrated ~~transactions;~~Framework. ~~providing~~Based ~~reasonable~~on ~~assurance~~ that ~~transactions~~evaluation, ~~are~~they ~~recorded~~concluded that, as ~~necessary~~of ~~for~~March ~~preparation~~31, of2023, ~~our~~such ~~financial~~internal ~~statements;~~controls ~~providing~~and ~~reasonable~~procedures ~~assurance~~were ~~that~~not ~~receipts~~effective ~~and~~to ~~expenditures~~detect the inappropriate application of ~~company~~U.S. ~~assets~~GAAP ~~are~~rules ~~made~~as inmore ~~accordance~~fully ~~with~~described ~~management~~below. ~~authorization;~~This ~~and~~was ~~providing~~due ~~reasonable~~to ~~assurance~~deficiencies that ~~unauthorized~~existed ~~acquisition,~~in ~~use~~the design or ~~disposition~~operation of ~~Company~~our ~~assets~~internal ~~that~~control ~~could~~over ~~have~~financial areporting ~~material~~that ~~effect~~adversely onaffected our ~~financial~~internal ~~statements~~controls ~~would~~and that may be ~~prevented~~considered orto ~~detected~~be material weaknesses.

AsThe ofmatters ~~March~~involving ~~31,~~internal ~~2022,~~controls ~~management~~and ~~assessed~~procedures ~~the~~that ~~effectiveness of~~ the Company’s ~~internal~~management ~~control~~considered ~~over~~to ~~financial~~be ~~reporting~~material ~~based~~weaknesses onunder the ~~criteria~~standards ~~for~~of ~~effective~~the ~~internal~~Public ~~control~~Company ~~over~~Accounting ~~financial~~Oversight ~~reporting~~Board ~~established~~were: in(1) ~~SEC~~lack ~~guidance~~of ona ~~conducting~~functioning ~~such~~audit ~~assessments.~~committee ~~Based~~and onlack ~~this~~of ~~evaluation~~a ~~under~~majority ~~the~~of ~~COSO~~outside ~~Framework,~~directors ~~our~~on ~~management~~the ~~concluded~~Company’s ~~that~~Board ~~our internal controls over financial reporting are not effective as~~ of ~~March 31~~Directors, ~~2022.~~resulting Inin ~~making~~ineffective ~~this~~oversight ~~assessment,~~in ~~our management used~~ the ~~criteria~~establishment ~~set~~and ~~forth~~monitoring ~~by the Committee~~ of ~~Sponsoring~~required ~~Organizations~~internal ofcontrols ~~the~~and ~~Treadway~~procedures; ~~Commission~~ (~~“COSO”~~2) ininadequate ~~Internal~~segregation ~~Control-Integrated~~of ~~Framework.~~duties ~~Based~~consistent onwith ~~that~~control ~~evaluation,~~objectives; ~~they~~(3) ~~concluded~~insufficient ~~that,~~written aspolicies ofand ~~March~~procedures ~~31,~~for ~~2022,~~accounting ~~such internal controls~~ and ~~procedures~~financial ~~were~~reporting ~~not~~with ~~effective~~respect to ~~detect~~ the ~~inappropriate~~requirements and application of U.S. GAAP ~~rules~~and asSEC ~~more~~disclosure ~~fully~~requirements; ~~described~~and ~~below.~~(4) ~~This~~ineffective ~~was~~controls ~~due~~over toperiod ~~deficiencies~~end ~~that~~financial ~~existed~~disclosure inand ~~the~~reporting ~~design~~processes. orThe ~~operation~~aforementioned ofmaterial ~~our~~weaknesses ~~internal~~were ~~control~~identified ~~over~~by ~~financial~~the ~~reporting~~Company’s ~~that~~Chief ~~adversely~~Financial ~~affected~~Officer in connection with the review of our ~~internal~~financial ~~controls~~statements ~~and~~as ~~that~~of ~~may~~March be31, ~~considered~~2023 toand becommunicated ~~material~~to ~~weaknesses~~our management.

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The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company’s Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of U.S. GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company’s Chief Financial Officer in connection with the review of our financial statements as of March 31, 2022 and communicated to our management.

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company’s financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company’s Board of Directors could result in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company by: i) appointing one or more outside directors to our Board of Directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of U.S. GAAP and SEC disclosure requirements.

Management believes that the appointment of more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company’s Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses: (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of U.S. GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result in proper segregation of duties and provide more checks and balances within the accounting department. Additional personnel will also provide the cross training needed to support the Company if personnel turnover issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the Company may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended March 31, ~~2022~~2023 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following sales of equity securities by the Company occurred during the three-month period ended March 31, ~~2022~~2023: None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Mine safety disclosures are not applicable.

ITEM 5. OTHER INFORMATION

None.

28 Table of Contents

ITEM 6. EXHIBITS

Exhibits:

10.1		Sea Sand Mining Project Investment Agreement by and between SBS Mining Corporation and Chua Kim Ban dated August 3, 2021
10.2		Sea Sand Mining Project Investment Agreement by and between SBS Mining Corporation and Tan Saw Gek dated August 3, 2021
10.3		Sea Sand Sub-Operator Mining Agreement by and between SBS Mining Corporation and One Standard Continent SDN BHD dated May 27, 2022.
31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer
32.1		Section 1350 Certification by Chief Executive Officer
32.2		Section 1350 Certification by Chief Financial Officer

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	NAMI CORP., a Nevada corporation
DATED: June 17, 2022	By:	/s/ Calvin Chin
DATED: August 29, 2024	By:	/s/ Calvin Chin
		Calvin Chin
		Chief Executive Officer(Principal Executive Officer)
DATED: June 17, 2022	By:	/s/ Calvin Chin
DATED: August 29, 2024	By:	/s/ Calvin Chin
		Calvin Chin
		Chief Financial Officer(Principal Financial Officer)

3024

Filing Compare · NAMI Corp.