Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the six months ended December 31, 2021 and 2020, which are included herein.





Our operating results for three months ended December 31, 2021 and 2020, and the
changes between those periods for the respective items are summarized as
follows:



                             Three months ended
                                December 31,
                            2021                              Change                 %
                        (As Restated)         2020         (As Restated)       (As Restated)
Sales                  $             -     $        -     $             -                   -
Cost of Goods Sold                   -              -                   -                   -
Gross Profit                         -              -                   -                   -
Operating expenses             328,918         20,206             308,712               1,528 %
Other Expense                  212,061         52,270             159,791                 306 %
Net loss               $      (540,979 )   $  (72,476 )   $      (468,503 )               646 %
                                                                                            -
Foreign currency
translation                                                                             (88%)
adjustments:           $        (9,252 )   $  (75,825 )   $        66,573

Total comprehensive
loss                   $      (550,231 )   $ (148,301 )   $      (401,930 )              (271 )%



During the three months ended December 31, 2021 and 2020, the Company did not recognize any revenues, cost of goods sold or gross profit.

Our financial statements reported a net loss of $540,979 for the three months ended December 31, 2021 compared to a net loss of $72,476 for the three months ended December 31, 2020. Our losses 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 2021 allowing for the resumption of administrative activities during the current period. Additionally, during the three months ended December 31, 2021, the results included exploration expenditures of $212,785, other expense of $68,886 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 was offset by interest expense of $227,140 related to the amortization of the debt discount on such debt.

Operating expense increased to $328,918 for the three months ended December 31, 2021 compared to $20,206 for the three months ended December 31, 2020. The increase in operating expense during the three months ended December 31, 2021 compared to the same period in the prior year was an increase in general and administrative expenses as a result of increased corporate activity, professional fees of $61,078 incurred as a result of the Company completing several filings during the period and exploration expenditures of $212,785.

Other expense increased to $212,061 for the three months ended December 31, 2021, compared to $52,270 for the three months ended December 31, 2020. The increase in other expense was mainly related to the change in the fair value of the derivative liability from 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 December 31, 2021. 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.






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Our operating results for six months ended December 31, 2021 and 2020, and the
changes between those periods for the respective items are summarized as
follows:



                               Six months ended
                                 December 31,
                             2021                              Change                 %
                         (As Restated)         2020         (As Restated)       (As Restated)
Sales                   $             -     $        -     $             -                   -
Cost of Goods Sold                   24              -                  24                   -
Gross Loss                          (24 )            -                 (24 )                 -
Operating expenses              429,993         44,165             385,828                 874 %
Other Expense                   876,805        103,199             773,606                 750 %
Net loss                $    (1,306,822 )   $ (147,364 )   $    (1,159,458 )               787 %

Foreign currency
translation                                                                             (108%)
adjustments:            $        10,768     $ (142,969 )   $       153,737

Total comprehensive
loss                    $    (1,296,054 )   $ (290,333 )   $    (1,005,721 )               346 %



During the six months ended December 31, 2021 and 2020, the Company did not recognize any revenues, cost of goods sold of $24 and $0, respectively and a gross loss profit of $(24) and $0, respectively.

Our financial statements reported a net loss of $1,296,054 for the six months ended December 31, 2021 compared to a net loss of $147,364 for the three months ended December 31, 2020. Our losses 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 2021 allowing for the resumption of administrative activities during the current period. Additionally, during the six months ended December 31, 2021, the results included exploration expenditures of $212,785 other expense of $101,385 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 $669,344 primarily related to the amortization of the debt discount on such debt.

Operating expense increased to $222,576 for the six months ended December 31, 2021 compared to $44,165 for the six months ended December 31, 2020. The increase in operating expense during the six months ended December 31, 2021 compared to the same period in the prior year was an increase in general and administrative expenses as a result of increased corporate activity, professional fees as a result of the Company completing several filings during the period and exploration expenditures.

Other expense increased to $876,805 for the six months ended December 31, 2021, compared to $103,199 for the six months ended December 31, 2020. The increase in other expense was mainly related to the change in the fair value of the derivative liability from 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 six months ended December 31, 2021. 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.






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Liquidity and Financial Condition





Working Capital
                             December 31,        June 30,              Change
                                 2021              2021           Amount         %
Cash                         $       1,749     $     24,003     $  (22,254 )    (93%)

Current Assets               $      33,736     $     56,159     $ (22,423)       (40) %

Current Liabilities $ 5,448,276 $ 4,643,820 $ 804,456 17 % Working Capital Deficiency $ (5,414,540 ) $ (4,587,661 ) $ (826,879 ) 18 %

Our working capital deficit increased as of December 31, 2021, as compared to June 30, 2021, 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.

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, and (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.





Cash Flows



                              Six months ended
                                December 31,                            Change
                             2021                             Amount                 %
                         (As Restated)        2020         (As Restated)       (As Restated)
Cash Flows used in                                                                            %
operating activities    $      (701,282 )   $ (11,126 )   $      (690,156 )             6,203
Cash Flows used in                                                                          -
investing activities    $             -     $       -     $             -                     %
Cash Flows provided
by financing                                                                                  %
activities              $       679,240     $  11,166     $       668,074               5,983
Effects on changes in                                                                   (426) %
foreign exchange rate   $          (212 )   $      65     $          (277 )
Net (decrease)
increase in cash                                                                     (21,294) %
during period           $       (22,254 )   $     105     $       (22,359 )




Operating Activities


Net cash used in operating activities was $701,282 for the six months ended December 31, 2021 compared to $11,126 in the same period in 2020.

During the six months ended December 31, 2021, cash used in operating activities consisted of a net loss of $(1,306,822), depreciation of property and equipment of $2,918, imputed interest on non-interest bearing related party advances contributed as paid in capital of $107,343, amortization of debt discount of $327,710, change in fair value of derivative liability of $101,585, expenses paid directly through related party advances of $156, expenses paid directly through unrelated party advances of $2,463, accrued interest of $3,441,

accounts payable and accrued liabilities of $59,753, and other payables and accruals of $371.

During the six months ended December 31, 2020, cash used in operating activities consisted of a net loss of $(147,364), depreciation of property and equipment of $3,084, imputed interest on non-interest bearing related party advances contributed as paid in capital of $106,229, expenses paid by an unrelated party of $20,075, changes in other receivable and deposits of $(594) and other payables and accruals of $7,444.






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Investing Activities


The Company did not have any cash flows related to investing activities during the six months ended December 31, 2021 and 2020.





Financing Activities


Net cash provided by financing activities was $679,240 for the six months ended December 31, 2021, compared to net cash provided by financing of $11,166 in the same period in 2020. Net cash used in financing during the six months ended December 31, 2021 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 $47,980, advances from an unrelated party of $623,515, repayments of related party advances of $(10,759), and repayments of advances to an unrelated party of $(24,425). Net cash provided by financing activities for the six months ended December 31, 2020 was a result of advances received from an unrelated party of $13,353 and repayments of advances to an unrelated party of $(2,187).





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.





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.






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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. Therefore, until the lockdown in Malaysia is completely lifted and the Company is able to commence 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 could lose all of their investment.

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


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 at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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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