10-Q/A

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment No. 1

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

For the quarterly period ended December 31, 2021

☐     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, NV

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 ☐

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	☐	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 June 1, 2022 was 1,426,927,346 shares, $0.001 par value.

Explanatory Note

This Amendment No. 1 to the Quarterly Report on Form 10-Q of Nami Corp. for the quarter ended December 31, 2021, originally filed on March 3, 2022 (the “Original Filing”), is being filed solely to correct the classification of deferred dredging costs from an asset to an expenditure. The Company has amended disclosures Part I, Item 1, Item 2, and Item 4.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-Q/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto.

This Form 10-Q/A does not reflect events that may have occurred subsequent to the filing date of the Original Filing.

NAMI Corp.

FORM 10-Q/A

Quarterly Period Ended December 31, 2021

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements		3
	Balance Sheets as of December 31, 2021 and June 30, 2021		3
	Statements of Operations for the Three and Six Months ended December 31, 2021 and December 30, 2020		4
	Statements of Changes in Stockholder’s Deficit		5
	Statements of Cash Flows for the Six Months ended December 31, 2021 and 2020		6
	Notes to Unaudited Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		24
Item 4.	Controls and Procedures		24
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		27
Item 1A.	Risk Factors		27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		27
Item 3.	Defaults Upon Senior Securities		27
Item 4.	Mine Safety Disclosures		27
Item 5.	Other Information		27
Item 6.	Exhibits		28
SIGNATURES			29

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NAMI Corp.

Consolidated Balance Sheets

(Unaudited)

	December 31, 2021			June 30, 2021
	(Unaudited)			*
	(As Restated)
ASSETS
Current Assets
Cash and cash equivalents	$	1,749		$	24,003
Other receivables and deposits		31,987			32,156
Total Current Assets		33,736			56,159
Deferred dredging development costs		-			-
Property, plant and equipment, net		19,776			22,826
TOTAL ASSETS	$	53,512		$	78,985
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		112,257			141,235
Accrued interest		3,452			-
Short-term loan		43,150			-
Other payable and accruals		112,070			23,875
Due to related party		3,612,439			3,587,392
Due to unrelated party		1,188,470			585,957
Contingent interest liability		328,494			208,969
Project advances		47,944			96,392
Total Current liabilities		5,448,276			4,643,820
Project financing investment note, net of discount		530,610			171,828
TOTAL LIABILITIES		5,978,886			4,815,648
Commitments and contingencies (Note 8)
STOCKHOLDERS’ DEFICIT
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
Additional paid-in capital		707,419			600,076
Accumulated deficit		(8,200,568	)		(6,893,746	)
Accumulated other comprehensive income		72,440			61,672
Stockholders’ deficit	$	(5,925,374	)	$	(4,736,663	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	53,512		$	78,985
* Derived from audited information

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

3

NAMI Corp.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	Three months ended December 31						Six months ended December 31
	2021 (As Restated)			2020			2021 (As Restated)			2020
Revenue
Sales	$	-		$	-		$	-		$	-
Cost of Goods Sold		-			-			24			-
Gross Loss		-			-			(24	)		-
Operating Expenses
Depreciation of property and equipment		1,391			1,560			2,918			3,084
General and administrative expenses		53,664			18,646			85,984			32,584
Professional fees		61,078			-			128,306			8,497
Exploration expenditures		212,785			-			212,785			-
Total Operating Expenses		328,918			20,206			429,993			44,165
Loss from Operations		(328,918	)		(20,206	)		(430,017	)		(44,165	)
Other Income (Expense)
Other income		(6	)		1,315			1,267			3,030
Interest expense		(227,140	)		-			(669,344	)		-
Interest expense, related parties		(53,801	)		(53,585	)		(107,343	)		(106,229	)
Change in fair value of derivative liability		68,886			-			(101,385	)		-
Total Other Expenses		(212,061	)		(52,270	)		(876,805	)		(103,199	)
Loss before taxation		(540,979	)		(72,476	)		(1,306,822	)		(147,364	)
Income taxes		-			-			-			-
Net Loss	$	(540,979	)	$	(72,476	)	$	(1,306,822	)	$	(147,364	)
Dividend on Series A Preferred Stock		-			-			-			-
Net loss attributable to common stockholders	$	(540,979	)	$	(72,476	)	$	(1,306,822	)	$	(147,364	)
Other Comprehensive Loss
Foreign currency translation adjustments		(9,252	)		(75,825	)		10,768			(142,969	)
Total Comprehensive Loss	$	(550,231	)	$	(148,301	)	$	(1,296,054	)	$	(290,333	)
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

4

NAMI Corp.

Consolidated Statements of Changes in Stockholder’s Deficit

(Unaudited)

														Accumulated
	Preferred Stock				Common Stock				Additional					Other			Total
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital		Accumulated Deficit (As restated)			Comprehensive Income (As restated)			Stockholders’ Deficit (As restated)
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	)
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	)
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	)
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	$	(6,305,760	)	$	(10,359	)	$	(4,373,713	)

5

NAMI Corp.

Condensed Consolidated Statements of Cash Flows

	Six months ended
	December 31,
	2021 (As restated)			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(1,306,822	)	$	(147,364	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation of property and equipment		2,918			3,084
Imputed interest contributed as additional paid in capital		107,343			106,229
Amortization of debt discount		327,710			-
Change in fair value of derivative liability		101,385			-
Expenses paid directly through a related party		156			-
Expenses paid directly through an unrelated party		2,463			20,075
Accrued interest		3,441			-
Change in assets and liabilities
Other receivable and deposits		-			(594	)
Accounts payable and accrued liabilities		59,753			7,444
Other payables and accruals		371			-
Interest paid		-			-
Intercompany		-			-
Net cash used in operating activities		(701,282	)		(11,126	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term loan		90,628
Repayment of short-term loan		(47,699	)
Advances received from related parties		47,980			13,353
Advances received from an unrelated party		623,515			-
Repayments of related party advances		(10,759	)		(2,187	)
Repayments of advances to an unrelated party		(24,425	)		-
Net cash provided by financing activities		679,240			11,166
Effects on changes in foreign exchange rate		(212	)		65
Net change in cash and cash equivalents		(22,254	)		105
Cash and cash equivalents - beginning of period		24,003			1,133
Cash and cash equivalents - end of period	$	1,749		$	1,238
Supplemental Cash Flow Disclosures
Cash paid for interest	$	538,524		$	-
Cash paid for income taxes	$	-		$	-
Non-Cash Investing and Financing Activity:
Reclassification of project advances to project financing debt	$	47,699		$	-

6

NAMI Corp.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021

(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).

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 3, 2021. The results of operations for the periods ended December 31, 2021 are not necessarily indicative of the operating results for the full years. 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.

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.

7

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 Project Investment Financing debt. Actual results when ultimately realized could differ from these estimates.

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 six months ended December 31, 2021 and 2020, the Company did not record any revenue and recorded cost of sales and gross loss of $24 and nil, respectively.

Cash and Cash Equivalents

The company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2021 and June 30, 2021, 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 was produced near the end of the quarter end. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required.

The Company started to produce mined sand from the Sea Sand Mining Project in October 2019.

During the six months ended December 31, 2021 and 2020, the Company did not produce any mined sand. Additionally, the Company did not hold any inventories as of December 31, 2021 and June 30, 2021.

8

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

As of December 31, 2021 and June 30, 2021, on a recurring basis, the Company measures its project financing debt as a Level 3 input.

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.

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	%

9

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 10) 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 six months ended December 31, 2021 and 2020, the Company recorded exploration expenditures of $212,785 and nil, respectively. Such expenditures have been incurred in order to provide the information necessary to the Malaysian Department of the Environment to 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.

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 six months ended December 31, 2021 and 2020.

Leases

FASB ASC 840 “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 December 31, 2021 and June 30, 2021.

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 Note 13.

10

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 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’s common stock that could increase the number of shares outstanding and lower the earnings per share of the company’s common stock. This calculation is not done for periods in a loss position as this would be antidilutive. As of December 31, 2021 and June 30, 2021, there were approximately 44,633 and 44,985 potentially diluted common shares outstanding from 280,000 shares of preferred stock, respectively.

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. The adoption of this new standard had no impact on the Company’s financial statements.

11

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 December 31, 2021, 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 six months ended December 31, 2021, the Company reported a net loss of approximately $1.3 million. In addition, as of December 31, 2021, the Company had a working capital deficit of approximately $5.4 million with cash on hand of approximately $1,700. 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 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 10). 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 hired consultants to meet the requirements of the Government of Malaysia and secure and renew mining and export license rights for mined sea sand. Exports rights are critical to the Company’s plans to develop its sea sand mining business. In addition, during this period, the Company with JHW is also working on the requirements to extend and renew its current sea sand mining license past its current expiration date in January 2022. The Company is currently exploring financing options in order to continue its work on these fronts and also to keep operations running during this period.

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.

Note 3 – Restatement for Correction of an Error

Subsequent to the filing of the Company’s 10-Q for the three and six months ended December 31, 2021, the Company determined that it had applied an incorrect accounting treatment with respect to dredging costs. The Company originally recorded such costs as deferred dredging costs, and later determined the correct accounting treatment to record such costs as expenses when incurred.

Set out below is the impact of the restatement as compared to the original filing on these unaudited condensed consolidated financial statements:

As of December 31, 2021	As filed			As amended			Difference
Deferred dredging development costs	$	204,961		$	-		$	(204,961	)
Total assets		258,473			53,512			(204,961	)
Retained deficit	$	7,996,151		$	8,200,568		$	204,417
Accumulated other comprehensive income		72,984			72,440			(544	)
Total stockholders’ deficit		(5,720,413	)		(5,925,374	)		(204,961	)
Total liabilities and stockholders’ deficit		258,473			53,512			(204,961	)
For the three months ended December 31, 2021	As filed			As amended			Difference
Condensed Consolidated Statements of Operations and Comprehensive loss
Exploration expenditures (3 months)	$	8,368		$	212,785		$	204,417
Operating expenses (3 months)	$	124,501		$	328,918		$	204,417
Net loss (3 months)	$	336,562		$	540,979		$	204,417
Foreign currency translation adjustments (3 months)	$	(8,708	)	$	(9,252	)	$	(544	)
Total comprehensive loss (3 months)	$	345,270		$	550,231		$	203,873
For the six months ended December 31, 2021	As filed			As amended			Difference
Condensed Consolidated Statements of Operations and Comprehensive loss
Exploration expenditures (6 months)	$	8,368		$	212,785		$	204,417
Operating expenses (6 months)	$	225,576		$	429,993		$	204,417
Net loss (6 months)	$	1,102,405		$	1,306,822		$	204,417
Foreign currency translation adjustments (6 months)	$	11,312		$	10,768		$	(544	)
Total comprehensive loss (6 months)	$	1,091,093		$	1,296,054		$	203,873
For the six months ended December 31, 2021	As filed			As amended			Difference
Condensed Consolidated Statements of Cash Flows
Net loss	$	(1,102,405	)	$	(1,306,822	)	$	(204,417	)
Cash used in operating activities		(585,595	)		(701,282	)		(115,687	)
Accounts payable and accrued liabilities		(28,977	)		59,753			88,730
Dredging development expenditures		(115,687	)		-			115,687
Cash used in investing activities		(115,687	)		-			(115,687	)

Note 4 – Advance Payment on Mineral Trading – Related Party

In the year ended June 30, 2016, SBS advanced to Sincere Pacific Mining Sdn. Bhd. approximately $614,000 (MYR 2,774,000) for the purpose of commencing bauxite trading and financing activities. In that same period, the Company impaired all but $186,372 (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, 2018. Should the Company, 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.

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Note 5 – Plant and Equipment

	December 31,			June 30,
	2021			2021
Cost
Motor Vehicles	$	15,582		$	15,665
Office equipment		25,519			25,654
Computers and software		13,546			13,618
Tools and equipment		508			511
Furniture and Fixture		37,237			37,434
		92,392			92,882
Accumulated Depreciation		(72,616	)		(70,056	)
Plant and Equipment, Net	$	19,776		$	22,826

Depreciation for the six months ended December 31, 2021 and 2020 was $2,918 and $3,084, respectively.

Note 6 – Other receivable and deposits

	December 31,		June 30,
	2021		2021
Sundry receivables	$	24,699	$	24,830
Other receivable		6,353		6,386
Deposits, including utility, security deposits		935		940
	$	31,987	$	32,156

Note 7 – Related party advances and expenses

Advances from related parties:

	December 31,		June 30,
	2021		2021
Advances from SBS Directors	$	1,090,755	$	1,058,947
Advances from related party		1,806,419		1,809,390
Advances from holding company		715,265		719,055
Total	$	3,612,439	$	3,587,392

During the six months ended December 31, 2021 and 2020, the Company received advances from directors of $47,980 and $13,353, respectively and repaid advances from a director of $10,759 and $2,187, respectively.

The Company has imputed interest at the rate of approximately 6.5% on the advances made to the Company in the amount of $107,343 and $106,229 during the six months ended December 31, 2021 and 2020, 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.

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Note 8 – Due from unrelated parties

During the six months ended December 31, 2021 and 2020, the Company received advances from an unrelated party of $623,515 and $nil, respectively and repaid advances from an unrelated party of $24,425 and nil, respectively. During the six months ended December 31, 2021 and 2020, the expenses of $2,463 and $20,075, respectively, were paid directly through the unrelated party. As of December 31, 2021 and June 30, 2021, the Company has recorded a liability due to the unrelated party of $1,188,470 and $585,957, respectively. These amounts are unsecured, non-interest bearing and due on demand.

Note 9 – 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 and Chan remain officers of the Company. Accordingly, the Company and NDC are no longer related parties.

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.

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 10 – 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 December 31, 2021, the Company has not granted any stock options and has not recorded any stock-based compensation.

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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 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 December 31, 2021 and June 30, 2021, 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 December 31, 2021 and June 30, 2021, dividends in arrears totaled $16,109 (MYR 67,200) 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 December 2021. 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).

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.

Instruments Convertible into Common or Preferred Shares

As at December 31, 2021, SBS had 280,000 shares of preferred stock outstanding which are convertible into 44,764 common shares.

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Note 11 – 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 kilometers, 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 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 4^th 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.

Note 12 – 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 as 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 $431,500 (MYR 1,800,000) from Royal Resources.

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.

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 wither 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.

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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 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 the May 2021 and August 2021 debt agreements, respectively, which have been recorded as a discount to the amount loaned to the Company. From inception of the instruments through December 31, 2021, the Company recorded cumulative income from the change in fair value of bifurcated derivative of $35,801 and amortization of debt discount of $363,130.

The following table shows the activity for the fair value of the derivative liability for December 31, 2021 and June 30, 2021:

Fair value at June 30, 2020	$	-
Additions		345,369
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

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The following table shows the Fair Value classification of the derivative liability above as of December 31, 2021 and June 30, 2021:

	Fair value measured at December 31, 2021
	Quoted price in active markets (Level 1)		Significant other inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Financial liabilities at fair value
Project financing liability	$	-	$	-	$	328,494	$	328,494
Total Financial liabilities at fair value	$	-	$	-	$	328,494	$	328,494

	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:
Project financing liability	$	-	$	-	$	208,969	$	208,969
Total financial liabilities at fair value	$	-	$	-	$	208,969	$	208,969

Note 13 – Short-term loans

(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 six months ended December 31, 2021, the Company paid the principal and interest balances in full and recorded interest expense of $2,385 (MYR 10,000), and as of December 31, 2021 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 200,000), 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 December 31, 2021, 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 six months ended December 31, 2021, the Company recorded interest expense of $3,452 (MYR 14,400) associated with the loan. As of December 31, 2021, the remaining principal balance of the loan is approximately $43,150 (MYR 180,000) and accrued interest is approximately $3,452 (MYR 14,400).

Note 14 – Geographic Segment Reporting

The following table shows operating activities information by geographic segment for the six months ended December 31, 2021 and 2020:

Six Months Ended December 31, 2021	USA			Malaysia (As Restated)			Total (As Restated)
Revenue	$	-		$	-		$	-
Cost of Goods Sold		-			(24	)		(24	)
Depreciation of property, plant and equipment		-			(2,918	)		(2,918	)
General and administrative expenses		(52,734	)		(33,250	)		(85,984	)
Professional fees		(127,351	)		(955	)		(128,306	)
Exploration expenditures		-			(212,785	)		(212,785	)
Other expenses		(30,256)			(846,549	)		(876,805	)
Net loss	$	(210,341	)	$	(1,096,481	)	$	(1,306,822	)

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Six Months Ended December 31, 2020	USA			Malaysia			Total
Revenue	$	-		$	-		$	-
Cost of Goods Sold		-			-			-
Depreciation of property, plant and equipment		-			(3,084	)		(3,084	)
General and administrative expenses including related party		(21,187	)		(11,397	)		(32,584	)
Professional fees		(8,497	)		-			(8,497	)
Other expenses		(30,255	)		(72,944	)		(103,199	)
Net loss	$	(59,939	)	$	(87,425	)	$	(147,364	)

The following table shows assets information by geographic segment at December 31, 2021 and June 30, 2021:

As of December 31, 2021	USA		Malaysia (As Restated)		Total (As Restated)
Current assets	$	-	$	33,736	$	33,736
Property and equipment, net		-		19,776		19,776
Total assets	$	-	$	53,512	$	53,512

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

Note 15 – 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 December 31, 2021. 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 16 – Subsequent Events

Subsequent to December 31, 2021, the Company received advances from an unrelated party totaling approximately $8,870 (MYR 37,000), repaid advances to an unrelated party of $6,852 (MYR 28,583), received advances from related parties of $64,050 (MYR 267,187), and repaid related party advances of 11,986 (MYR 50,000).

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

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 (As Restated)			2020			Change (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 adjustments:	$	(9,252	)	$	(75,825	)	$	66,573		(88%)
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.

20

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 (As Restated)			2020			Change (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 adjustments:	$	10,768		$	(142,969	)	$	153,737		(108%)
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.

21

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 (As Restated)			2020			Amount (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 foreign exchange rate	$	(212	)	$	65		$	(277	)	(426)		%
Net (decrease) increase in cash during period	$	(22,254	)	$	105		$	(22,359	)	(21,294)		%

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.

22

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.

23

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

24

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.

3. Failure to report mining activity in accordance with US GAAP. The Company failed to recognize its mining costs as expenses when incurred rather than capitalizing and amortizing over the expected period of activity.

Our 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). Internal control over financial reporting is to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes: maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected.

As of December 31, 2021, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments. Based on this evaluation under the COSO Framework, our management concluded that our internal controls over financial reporting are not effective as of December 31, 2021. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on that evaluation, they concluded that, as of December 31, 2021, such internal controls and procedures were not effective to detect the inappropriate application of U.S. GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

25

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 December 31, 2021 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 December 31, 2021 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.

26

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 December 31, 2021: None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Mine safety disclosures are not applicable.

ITEM 5. OTHER INFORMATION

None.

27

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 (as filed on March 3, 2022)
10.2	Sea Sand Mining Project Investment Agreement by and between SBS Mining Corporation and Tan Saw Gek dated August 3, 2021 (as filed on March 3, 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

28

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 7, 2022	By:	/s/ Calvin Chin
		Calvin Chin
		Chief Executive Officer (Principal Executive Officer)
DATED: June 7, 2022	By:	/s/ Calvin Chin
		Calvin Chin
		Chief Financial Officer – Compliance (Principal Financial Officer)

29

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Calvin Chin, certify that:

1)	I have reviewed this quarterly report on Form 10-Q/A.
2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4)	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have;

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure the material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation.

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5) I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls over financial reporting.

Date: June 7, 2022	By:	/s/ Calvin Chin
		Calvin Chin
		Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Lew Sze How, certify that:

1)	I have reviewed this quarterly report on Form 10-Q/A.
2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4)	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have;

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure the material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation.

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5) I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls over financial reporting.

Date: June 7, 2022	By:	/s/ Calvin Chin
		Calvin Chin
		Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Nami Corp. (the “Company”) on Form 10-Q/A for the period ended herein as filed with the Securities and Exchange Commission (the “Report”), I, Calvin Chin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fully presents, in all material respects, the financial condition and results of operations or the Company.

Date: June 7, 2022	By:	/s/ Calvin Chin
		Calvin Chin
		Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Nami Corp. (the “Company”) on Form 10-Q/A for the period ended herein as filed with the Securities and Exchange Commission (the “Report”), I, [--], Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fully presents, in all material respects, the financial condition and results of operations or the Company.

Date: June 7, 2022	By:	/s/ Calvin Chin
		Calvin Chin
		Chief Financial Officer

XML

Cover - shares	6 Months Ended
	Dec. 31, 2021	Jun. 01, 2022
Cover [Abstract]
Entity Registrant Name	NAMI CORP.
Entity Central Index Key	0001567388
Document Type	10-Q/A
Amendment Flag	true
Current Fiscal Year End Date	--06-30
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Entity Ex Transition Period	true
Entity Common Stock Shares Outstanding		1,426,927,346
Document Quarterly Report	true
Entity File Number	333-187007
Entity Incorporation State Country Code	NV
Entity Interactive Data Current	Yes
Entity Tax Identification Number	61-1693116
Entity Address Address Line 1	112 North Curry Street
Entity Address City Or Town	Carson City
Entity Address Postal Zip Code	89703
Local Phone Number	09–5158380
City Area Code	603
Document Transition Report	false
Entity Address State Or Province	NV
Amendment Description	This Amendment No. 1 to the Quarterly Report on Form 10-Q of Nami Corp. for the quarter ended December 31, 2021, originally filed on March 3, 2022 (the “Original Filing”), is being filed solely to correct the classification of deferred dredging costs from an asset to an expenditure. The Company has amended disclosures Part I, Item 1, Item 2, and Item 4. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-Q/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. This Form 10-Q/A does not reflect events that may have occurred subsequent to the filing date of the Original Filing.

XML

Condensed Consolidated Balance Sheets - USD ($)	Dec. 31, 2021	Jun. 30, 2021
Current Assets
Cash and cash equivalents	$ 1,749	$ 24,003
Other receivables and deposits	31,987	32,156
Total Current Assets	33,736	56,159
Deferred dredging development costs	0	0
Property, plant and equipment, net	19,776	22,826
TOTAL ASSETS	53,512	78,985
Current Liabilities
Accounts payable and accrued liabilities	112,257	141,235
Accrued interest	3,452	0
Short-term loan	43,150	0
Other payable and accruals	112,070	23,875
Due to related party	3,612,439	3,587,392
Due to unrelated party	1,188,470	585,957
Contingent interest liability	328,494	208,969
Project advances	47,944	96,392
Total Current liabilities	5,448,276	4,643,820
Project financing investment note, net of discount	530,610	171,828
TOTAL LIABILITIES	5,978,886	4,815,648
STOCKHOLDERS' DEFICIT
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
Additional paid-in capital	707,419	600,076
Accumulated deficit	(8,200,568)	(6,893,746)
Accumulated other comprehensive income	72,440	61,672
Stockholders' deficit	(5,925,374)	(4,736,663)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 53,512	$ 78,985

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Jun. 30, 2021
Common stock, shares authorized	5,000,000,000	5,000,000,000
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares issued	1,426,927,346	1,426,927,346
Common stock, shares outstanding	1,426,927,346	1,426,927,346
Preferred stock, shares outstanding	280,000
Series A Preferred Stock [Member]
Preferred stock, shares par value	$ 1	$ 1
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	280,000	280,000
Preferred stock, shares outstanding	280,000	280,000

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Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Revenue
Sales	$ 0	$ 0	$ 0	$ 0
Cost of Goods Sold	0	0	24	0
Gross Loss	0	0	(24)	0
Operating Expenses
Depreciation of property and equipment	1,391	1,560	2,918	3,084
General and administrative expenses	53,664	18,646	85,984	32,584
Professional fees	61,078	0	128,306	8,497
Exploration expenditures	212,785	0	212,785	0
Total Operating Expenses	328,918	20,206	429,993	44,165
Loss from Operations	(328,918)	(20,206)	(430,017)	(44,165)
Other Income (Expense)
Other income	(6)	1,315	1,267	3,030
Interest expense	(227,140)	0	(669,344)	0
Interest expense, related parties	(53,801)	(53,585)	(107,343)	(106,229)
Change in fair value of derivative liability	68,886	0	(101,385)	0
Total Other Expenses	(212,061)	(52,270)	(876,805)	(103,199)
Loss before taxation	(540,979)	(72,476)	(1,306,822)	(147,364)
Income taxes	0	0	0	0
Net Loss	(540,979)	(72,476)	(1,306,822)	(147,364)
Dividend on Series A Preferred Stock	0	0	0	0
Net loss attributable to common stockholders	(540,979)	(72,476)	(1,306,822)	(147,364)
Other Comprehensive Loss
Foreign currency translation adjustments	(9,252)	(75,825)	10,768	(142,969)
Total Comprehensive Loss	$ (550,231)	$ (148,301)	$ (1,296,054)	$ (290,333)
Basic and Diluted Loss per Common Share	$ 0	$ 0	$ 0	$ 0
Basic and Diluted Weighted Average Common Shares Outstanding	1,426,927,346	1,426,927,346	1,426,927,346	1,426,927,346

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (1,306,822)	$ (147,364)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation of property and equipment	2,918	3,084
Imputed interest contributed as additional paid in capital	107,343	106,229
Amortization of debt discount	327,710	0
Change in fair value of derivative liability	101,385	0
Expenses paid directly through a related party	156	0
Expenses paid directly through an unrelated party	2,463	20,075
Accrued interest	3,441	0
Change in assets and liabilities
Other receivable and deposits	0	(594)
Accounts payable and accrued liabilities	59,753	7,444
Other payables and accruals	371	0
Interest paid	0	0
Intercompany	0	0
Net cash used in operating activities	(701,282)	(11,126)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) investing activities	0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term loan	90,628
Repayment of short-term loan	(47,699)
Advances received from related parties	47,980	13,353
Advances received from an unrelated party	623,515	0
Repayments of related party advances	(10,759)	(2,187)
Repayments of advances to an unrelated party	(24,425)	0
Net cash provided by financing activities	679,240	11,166
Effects on changes in foreign exchange rate	(212)	65
Net change in cash and cash equivalents	(22,254)	105
Cash and cash equivalents - beginning of period	24,003	1,133
Cash and cash equivalents - end of period	1,749	1,238
Supplemental Cash Flow Disclosures
Cash paid for interest	538,524	0
Cash paid for income taxes	0	0
Non-Cash Investing and Financing Activity:
Reclassification of project advances to project financing debt	$ 47,699	$ 0

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Consolidated Statements of Changes in Stockholders Deficit (Unaudited) - USD ($)	Total	Preferred Shares	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (loss)
Balance, shares at Jun. 30, 2020		280,000	1,426,927,346
Balance, amount at Jun. 30, 2020	$ (4,189,609)	$ 68,408	$ 1,426,927	$ 385,842	$ (6,203,396)	$ 132,610
Imputed interest	52,644	0	0	52,644	0	0
Foreign currency translation adjustment	(67,144)	0	0	0	0	(67,144)
Net loss	(74,888)	$ 0	$ 0	0	(74,888)	0
Balance, shares at Sep. 30, 2020		280,000	1,426,927,346
Balance, amount at Sep. 30, 2020	(4,278,997)	$ 68,408	$ 1,426,927	438,486	(6,278,284)	65,466
Balance, shares at Jun. 30, 2020		280,000	1,426,927,346
Balance, amount at Jun. 30, 2020	(4,189,609)	$ 68,408	$ 1,426,927	385,842	(6,203,396)	132,610
Imputed interest	106,229
Net loss	(147,364)
Balance, shares at Dec. 31, 2020		280,000	1,426,927,346
Balance, amount at Dec. 31, 2020	(4,373,713)	$ 68,408	$ 1,426,927	492,071	(6,305,760)	(10,359)
Balance, shares at Sep. 30, 2020		280,000	1,426,927,346
Balance, amount at Sep. 30, 2020	(4,278,997)	$ 68,408	$ 1,426,927	438,486	(6,278,284)	65,466
Imputed interest	53,585	0	0	53,585	0	0
Foreign currency translation adjustment	(75,825)	0	0	0	0	(75,825)
Net loss	(72,476)	$ 0	$ 0	0	(72,476)	0
Balance, shares at Dec. 31, 2020		280,000	1,426,927,346
Balance, amount at Dec. 31, 2020	(4,373,713)	$ 68,408	$ 1,426,927	492,071	(6,305,760)	(10,359)
Balance, shares at Jun. 30, 2021		280,000	1,426,927,346
Balance, amount at Jun. 30, 2021	(4,736,663)	$ 68,408	$ 1,426,927	600,076	(6,893,746)	61,672
Imputed interest	53,542	0	0	53,542	0	0
Foreign currency translation adjustment	20,020	0	0	0	0	20,020
Net loss	(765,843)	$ 0	$ 0	0	(765,843)	0
Balance, shares at Sep. 30, 2021		280,000	1,426,927,346
Balance, amount at Sep. 30, 2021	(5,428,944)	$ 68,408	$ 1,426,927	653,618	(7,659,589)	81,692
Balance, shares at Jun. 30, 2021		280,000	1,426,927,346
Balance, amount at Jun. 30, 2021	(4,736,663)	$ 68,408	$ 1,426,927	600,076	(6,893,746)	61,672
Imputed interest	107,343
Net loss	(1,306,822)
Balance, shares at Dec. 31, 2021		280,000	1,426,927,346
Balance, amount at Dec. 31, 2021	(5,925,374)	$ 68,408	$ 1,426,927	707,419	(8,200,568)	72,440
Balance, shares at Sep. 30, 2021		280,000	1,426,927,346
Balance, amount at Sep. 30, 2021	(5,428,944)	$ 68,408	$ 1,426,927	653,618	(7,659,589)	81,692
Imputed interest	53,801	0	0	53,801	0	0
Foreign currency translation adjustment	(9,252)	0	0	0	0	(9,252)
Net loss	(540,979)	$ 0	$ 0	0	(540,979)	0
Balance, shares at Dec. 31, 2021		280,000	1,426,927,346
Balance, amount at Dec. 31, 2021	$ (5,925,374)	$ 68,408	$ 1,426,927	$ 707,419	$ (8,200,568)	$ 72,440

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Organization and Summary of Significant Accounting Policies

6 Months Ended

Dec. 31, 2021

Organization and Summary of Significant Accounting Policies

Note 1 - Organization and Summary of Significant Accounting Policies

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).

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 3, 2021. The results of operations for the periods ended December 31, 2021 are not necessarily indicative of the operating results for the full years. 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.

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 Project Investment Financing debt. Actual results when ultimately realized could differ from these estimates.

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 six months ended December 31, 2021 and 2020, the Company did not record any revenue and recorded cost of sales and gross loss of $24 and nil, respectively.

Cash and Cash Equivalents

The company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2021 and June 30, 2021, 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 was produced near the end of the quarter end. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required.

The Company started to produce mined sand from the Sea Sand Mining Project in October 2019.

During the six months ended December 31, 2021 and 2020, the Company did not produce any mined sand. Additionally, the Company did not hold any inventories as of December 31, 2021 and June 30, 2021.

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

As of December 31, 2021 and June 30, 2021, on a recurring basis, the Company measures its project financing debt as a Level 3 input.

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.

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 10) 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 six months ended December 31, 2021 and 2020, the Company recorded exploration expenditures of $212,785 and nil, respectively. Such expenditures have been incurred in order to provide the information necessary to the Malaysian Department of the Environment to 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.

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 six months ended December 31, 2021 and 2020.

Leases

FASB ASC 840 “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 December 31, 2021 and June 30, 2021.

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 Note 13.

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 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’s common stock that could increase the number of shares outstanding and lower the earnings per share of the company’s common stock. This calculation is not done for periods in a loss position as this would be antidilutive. As of December 31, 2021 and June 30, 2021, there were approximately 44,633 and 44,985 potentially diluted common shares outstanding from 280,000 shares of preferred stock, respectively.

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. The adoption of this new standard had no impact on the Company’s financial statements.

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 December 31, 2021, 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.

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Going Concern

6 Months Ended

Dec. 31, 2021

Going Concern

Note 2 - Going Concern

Note 2 – Going Concern

For the six months ended December 31, 2021, the Company reported a net loss of approximately $1.3 million. In addition, as of December 31, 2021, the Company had a working capital deficit of approximately $5.4 million with cash on hand of approximately $1,700. 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 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 10). 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 hired consultants to meet the requirements of the Government of Malaysia and secure and renew mining and export license rights for mined sea sand. Exports rights are critical to the Company’s plans to develop its sea sand mining business. In addition, during this period, the Company with JHW is also working on the requirements to extend and renew its current sea sand mining license past its current expiration date in January 2022. The Company is currently exploring financing options in order to continue its work on these fronts and also to keep operations running during this period.

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.

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Restatement for Correction of an Error

6 Months Ended

Dec. 31, 2021

Restatement for Correction of an Error

Note 3 - Restatement for Correction of an Error

Note 3 – Restatement for Correction of an Error

Subsequent to the filing of the Company’s 10-Q for the three and six months ended December 31, 2021, the Company determined that it had applied an incorrect accounting treatment with respect to dredging costs. The Company originally recorded such costs as deferred dredging costs, and later determined the correct accounting treatment to record such costs as expenses when incurred.

Set out below is the impact of the restatement as compared to the original filing on these unaudited condensed consolidated financial statements:

As of December 31, 2021	As filed			As amended			Difference
Deferred dredging development costs	$	204,961		$	-		$	(204,961	)
Total assets		258,473			53,512			(204,961	)
Retained deficit	$	7,996,151		$	8,200,568		$	204,417
Accumulated other comprehensive income		72,984			72,440			(544	)
Total stockholders’ deficit		(5,720,413	)		(5,925,374	)		(204,961	)
Total liabilities and stockholders’ deficit		258,473			53,512			(204,961	)
For the three months ended December 31, 2021	As filed			As amended			Difference
Condensed Consolidated Statements of Operations and Comprehensive loss
Exploration expenditures (3 months)	$	8,368		$	212,785		$	204,417
Operating expenses (3 months)	$	124,501		$	328,918		$	204,417
Net loss (3 months)	$	336,562		$	540,979		$	204,417
Foreign currency translation adjustments (3 months)	$	(8,708	)	$	(9,252	)	$	(544	)
Total comprehensive loss (3 months)	$	345,270		$	550,231		$	203,873
For the six months ended December 31, 2021	As filed			As amended			Difference
Condensed Consolidated Statements of Operations and Comprehensive loss
Exploration expenditures (6 months)	$	8,368		$	212,785		$	204,417
Operating expenses (6 months)	$	225,576		$	429,993		$	204,417
Net loss (6 months)	$	1,102,405		$	1,306,822		$	204,417
Foreign currency translation adjustments (6 months)	$	11,312		$	10,768		$	(544	)
Total comprehensive loss (6 months)	$	1,091,093		$	1,296,054		$	203,873
For the six months ended December 31, 2021	As filed			As amended			Difference
Condensed Consolidated Statements of Cash Flows
Net loss	$	(1,102,405	)	$	(1,306,822	)	$	(204,417	)
Cash used in operating activities		(585,595	)		(701,282	)		(115,687	)
Accounts payable and accrued liabilities		(28,977	)		59,753			88,730
Dredging development expenditures		(115,687	)		-			115,687
Cash used in investing activities		(115,687	)		-			(115,687	)

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Advance Payment on Mineral Trading Related Party

6 Months Ended

Dec. 31, 2021

Advance Payment on Mineral Trading Related Party

Note 4 - Advance Payment on Mineral Trading - Related Party

Note 4 – Advance Payment on Mineral Trading – Related Party

In the year ended June 30, 2016, SBS advanced to Sincere Pacific Mining Sdn. Bhd. approximately $614,000 (MYR 2,774,000) for the purpose of commencing bauxite trading and financing activities. In that same period, the Company impaired all but $186,372 (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, 2018. Should the Company, 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.

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Plant and Equipment

6 Months Ended

Dec. 31, 2021

Plant and Equipment

Note 5 - Plant and Equipment

Note 5 – Plant and Equipment

	December 31,			June 30,
	2021			2021
Cost
Motor Vehicles	$	15,582		$	15,665
Office equipment		25,519			25,654
Computers and software		13,546			13,618
Tools and equipment		508			511
Furniture and Fixture		37,237			37,434
		92,392			92,882
Accumulated Depreciation		(72,616	)		(70,056	)
Plant and Equipment, Net	$	19,776		$	22,826

Depreciation for the six months ended December 31, 2021 and 2020 was $2,918 and $3,084, respectively.

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Other receivable and deposits

6 Months Ended

Dec. 31, 2021

Other receivable and deposits

Note 6 - Other receivable and deposits

Note 6 – Other receivable and deposits

	December 31,		June 30,
	2021		2021
Sundry receivables	$	24,699	$	24,830
Other receivable		6,353		6,386
Deposits, including utility, security deposits		935		940
	$	31,987	$	32,156

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Related party advances and expenses

6 Months Ended

Dec. 31, 2021

Related party advances and expenses

Note 7 - Related party advances and expenses

Note 7 – Related party advances and expenses

Advances from related parties:

	December 31,		June 30,
	2021		2021
Advances from SBS Directors	$	1,090,755	$	1,058,947
Advances from related party		1,806,419		1,809,390
Advances from holding company		715,265		719,055
Total	$	3,612,439	$	3,587,392

During the six months ended December 31, 2021 and 2020, the Company received advances from directors of $47,980 and $13,353, respectively and repaid advances from a director of $10,759 and $2,187, respectively.

The Company has imputed interest at the rate of approximately 6.5% on the advances made to the Company in the amount of $107,343 and $106,229 during the six months ended December 31, 2021 and 2020, 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.

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Due from unrelated parties

6 Months Ended

Dec. 31, 2021

Due from unrelated parties

Note 8 - Due from unrelated parties

Note 8 – Due from unrelated parties

During the six months ended December 31, 2021 and 2020, the Company received advances from an unrelated party of $623,515 and $nil, respectively and repaid advances from an unrelated party of $24,425 and nil, respectively. During the six months ended December 31, 2021 and 2020, the expenses of $2,463 and $20,075, respectively, were paid directly through the unrelated party. As of December 31, 2021 and June 30, 2021, the Company has recorded a liability due to the unrelated party of $1,188,470 and $585,957, respectively. These amounts are unsecured, non-interest bearing and due on demand.

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Commitments and Contingencies

6 Months Ended

Dec. 31, 2021

Commitments and Contingencies

Note 9 - Commitments and Contingencies

Note 9 – 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 and Chan remain officers of the Company. Accordingly, the Company and NDC are no longer related parties.

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.

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.

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Share Capital

6 Months Ended

Dec. 31, 2021

Share Capital

Note 10 - Share Capital

Note 10 – 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 December 31, 2021, 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 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 December 31, 2021 and June 30, 2021, 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 December 31, 2021 and June 30, 2021, dividends in arrears totaled $16,109 (MYR 67,200) 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 December 2021. 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).

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.

Instruments Convertible into Common or Preferred Shares

As at December 31, 2021, SBS had 280,000 shares of preferred stock outstanding which are convertible into 44,764 common shares.

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Sea Sand Mining Project

6 Months Ended

Dec. 31, 2021

Sea Sand Mining Project

Note 11 - Sea Sand Mining Project

Note 11 – 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 kilometers, 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 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 4^th 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.

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Sea Sand Dredging Project Financing

6 Months Ended

Dec. 31, 2021

Sea Sand Dredging Project Financing

Note 12 - Sea Sand Dredging Project Financing

Note 12 – 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 as 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 $431,500 (MYR 1,800,000) from Royal Resources.

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.

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 wither 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 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 the May 2021 and August 2021 debt agreements, respectively, which have been recorded as a discount to the amount loaned to the Company. From inception of the instruments through December 31, 2021, the Company recorded cumulative income from the change in fair value of bifurcated derivative of $35,801 and amortization of debt discount of $363,130.

The following table shows the activity for the fair value of the derivative liability for December 31, 2021 and June 30, 2021:

Fair value at June 30, 2020	$	-
Additions		345,369
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

The following table shows the Fair Value classification of the derivative liability above as of December 31, 2021 and June 30, 2021:

	Fair value measured at December 31, 2021
	Quoted price in active markets (Level 1)		Significant other inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Financial liabilities at fair value
Project financing liability	$	-	$	-	$	328,494	$	328,494
Total Financial liabilities at fair value	$	-	$	-	$	328,494	$	328,494

	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:
Project financing liability	$	-	$	-	$	208,969	$	208,969
Total financial liabilities at fair value	$	-	$	-	$	208,969	$	208,969

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Short-term loans

6 Months Ended

Dec. 31, 2021

Short-term loans

Note 13 - Short-term loans

Note 13 – Short-term loans

(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 six months ended December 31, 2021, the Company paid the principal and interest balances in full and recorded interest expense of $2,385 (MYR 10,000), and as of December 31, 2021 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 200,000), 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 December 31, 2021, 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 six months ended December 31, 2021, the Company recorded interest expense of $3,452 (MYR 14,400) associated with the loan. As of December 31, 2021, the remaining principal balance of the loan is approximately $43,150 (MYR 180,000) and accrued interest is approximately $3,452 (MYR 14,400).

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Geographic Segment Reporting

6 Months Ended

Dec. 31, 2021

Geographic Segment Reporting

Note 14 - Geographic Segment Reporting

Note 14 – Geographic Segment Reporting

The following table shows operating activities information by geographic segment for the six months ended December 31, 2021 and 2020:

Six Months Ended December 31, 2021	USA			Malaysia (As Restated)			Total (As Restated)
Revenue	$	-		$	-		$	-
Cost of Goods Sold		-			(24	)		(24	)
Depreciation of property, plant and equipment		-			(2,918	)		(2,918	)
General and administrative expenses		(52,734	)		(33,250	)		(85,984	)
Professional fees		(127,351	)		(955	)		(128,306	)
Exploration expenditures		-			(212,785	)		(212,785	)
Other expenses		(30,256)			(846,549	)		(876,805	)
Net loss	$	(210,341	)	$	(1,096,481	)	$	(1,306,822	)

Six Months Ended December 31, 2020	USA			Malaysia			Total
Revenue	$	-		$	-		$	-
Cost of Goods Sold		-			-			-
Depreciation of property, plant and equipment		-			(3,084	)		(3,084	)
General and administrative expenses including related party		(21,187	)		(11,397	)		(32,584	)
Professional fees		(8,497	)		-			(8,497	)
Other expenses		(30,255	)		(72,944	)		(103,199	)
Net loss	$	(59,939	)	$	(87,425	)	$	(147,364	)

The following table shows assets information by geographic segment at December 31, 2021 and June 30, 2021:

As of December 31, 2021	USA		Malaysia (As Restated)		Total (As Restated)
Current assets	$	-	$	33,736	$	33,736
Property and equipment, net		-		19,776		19,776
Total assets	$	-	$	53,512	$	53,512

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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Risks And Uncertainties

6 Months Ended

Dec. 31, 2021

Risks And Uncertainties

Note 15 - Risks And Uncertainties

Note 15 – 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 December 31, 2021. 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.

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Subsequent events

6 Months Ended

Dec. 31, 2021

Subsequent events

Note 16 - Subsequent events

Note 16 – Subsequent Events

Subsequent to December 31, 2021, the Company received advances from an unrelated party totaling approximately $8,870 (MYR 37,000), repaid advances to an unrelated party of $6,852 (MYR 28,583), received advances from related parties of $64,050 (MYR 267,187), and repaid related party advances of 11,986 (MYR 50,000).

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Organization and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Dec. 31, 2021

Organization and Summary of Significant Accounting Policies

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 3, 2021. The results of operations for the periods ended December 31, 2021 are not necessarily indicative of the operating results for the full years. 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.

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 Project Investment Financing debt. Actual results when ultimately realized could differ from these estimates.

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 six months ended December 31, 2021 and 2020, the Company did not record any revenue and recorded cost of sales and gross loss of $24 and nil, respectively.

Cash and Cash Equivalents

The company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2021 and June 30, 2021, 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 was produced near the end of the quarter end. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required.

The Company started to produce mined sand from the Sea Sand Mining Project in October 2019.

During the six months ended December 31, 2021 and 2020, the Company did not produce any mined sand. Additionally, the Company did not hold any inventories as of December 31, 2021 and June 30, 2021.

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

As of December 31, 2021 and June 30, 2021, on a recurring basis, the Company measures its project financing debt as a Level 3 input.

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.

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 10) 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 six months ended December 31, 2021 and 2020, the Company recorded exploration expenditures of $212,785 and nil, respectively. Such expenditures have been incurred in order to provide the information necessary to the Malaysian Department of the Environment to 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.

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 six months ended December 31, 2021 and 2020.

Leases

FASB ASC 840 “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 December 31, 2021 and June 30, 2021.

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 Note 13.

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 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’s common stock that could increase the number of shares outstanding and lower the earnings per share of the company’s common stock. This calculation is not done for periods in a loss position as this would be antidilutive. As of December 31, 2021 and June 30, 2021, there were approximately 44,633 and 44,985 potentially diluted common shares outstanding from 280,000 shares of preferred stock, respectively.

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. The adoption of this new standard had no impact on the Company’s financial statements.

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 December 31, 2021, 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.

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Organization and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Dec. 31, 2021

Organization and Summary of Significant Accounting Policies

Schedule of plant and equipment expected useful lives

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

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Restatement for Correction of an Error (Tables)

6 Months Ended

Dec. 31, 2021

Restatement for Correction of an Error

Schedule of Restatement for Correction of Error

As of December 31, 2021	As filed			As amended			Difference
Deferred dredging development costs	$	204,961		$	-		$	(204,961	)
Total assets		258,473			53,512			(204,961	)
Retained deficit	$	7,996,151		$	8,200,568		$	204,417
Accumulated other comprehensive income		72,984			72,440			(544	)
Total stockholders’ deficit		(5,720,413	)		(5,925,374	)		(204,961	)
Total liabilities and stockholders’ deficit		258,473			53,512			(204,961	)
For the three months ended December 31, 2021	As filed			As amended			Difference
Condensed Consolidated Statements of Operations and Comprehensive loss
Exploration expenditures (3 months)	$	8,368		$	212,785		$	204,417
Operating expenses (3 months)	$	124,501		$	328,918		$	204,417
Net loss (3 months)	$	336,562		$	540,979		$	204,417
Foreign currency translation adjustments (3 months)	$	(8,708	)	$	(9,252	)	$	(544	)
Total comprehensive loss (3 months)	$	345,270		$	550,231		$	203,873
For the six months ended December 31, 2021	As filed			As amended			Difference
Condensed Consolidated Statements of Operations and Comprehensive loss
Exploration expenditures (6 months)	$	8,368		$	212,785		$	204,417
Operating expenses (6 months)	$	225,576		$	429,993		$	204,417
Net loss (6 months)	$	1,102,405		$	1,306,822		$	204,417
Foreign currency translation adjustments (6 months)	$	11,312		$	10,768		$	(544	)
Total comprehensive loss (6 months)	$	1,091,093		$	1,296,054		$	203,873
For the six months ended December 31, 2021	As filed			As amended			Difference
Condensed Consolidated Statements of Cash Flows
Net loss	$	(1,102,405	)	$	(1,306,822	)	$	(204,417	)
Cash used in operating activities		(585,595	)		(701,282	)		(115,687	)
Accounts payable and accrued liabilities		(28,977	)		59,753			88,730
Dredging development expenditures		(115,687	)		-			115,687
Cash used in investing activities		(115,687	)		-			(115,687	)

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Plant and Equipment (Tables)

6 Months Ended

Dec. 31, 2021

Plant and Equipment

Schedule of plant and equipment

	December 31,			June 30,
	2021			2021
Cost
Motor Vehicles	$	15,582		$	15,665
Office equipment		25,519			25,654
Computers and software		13,546			13,618
Tools and equipment		508			511
Furniture and Fixture		37,237			37,434
		92,392			92,882
Accumulated Depreciation		(72,616	)		(70,056	)
Plant and Equipment, Net	$	19,776		$	22,826

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Other receivable and deposits (Tables)

6 Months Ended

Dec. 31, 2021

Other receivable and deposits

Schedule of other receivable and deposits

	December 31,		June 30,
	2021		2021
Sundry receivables	$	24,699	$	24,830
Other receivable		6,353		6,386
Deposits, including utility, security deposits		935		940
	$	31,987	$	32,156

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Related party advances and expenses (Tables)

6 Months Ended

Dec. 31, 2021

Related party advances and expenses

Schedule of advances from related parties

	December 31,		June 30,
	2021		2021
Advances from SBS Directors	$	1,090,755	$	1,058,947
Advances from related party		1,806,419		1,809,390
Advances from holding company		715,265		719,055
Total	$	3,612,439	$	3,587,392

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Sea Sand Dredging Project Financing (Tables)

6 Months Ended

Dec. 31, 2021

Sea Sand Dredging Project Financing

Fair value of derivative liability

Fair value at June 30, 2020	$	-
Additions		345,369
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

Schedule of Fair Value classification of the derivative liability

	Fair value measured at December 31, 2021
	Quoted price in active markets (Level 1)		Significant other inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Financial liabilities at fair value
Project financing liability	$	-	$	-	$	328,494	$	328,494
Total Financial liabilities at fair value	$	-	$	-	$	328,494	$	328,494

	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:
Project financing liability	$	-	$	-	$	208,969	$	208,969
Total financial liabilities at fair value	$	-	$	-	$	208,969	$	208,969

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Geographic Segment Reporting (Tables)

6 Months Ended

Dec. 31, 2021

Geographic Segment Reporting

Schedule of Operating activities information

Six Months Ended December 31, 2021	USA			Malaysia (As Restated)			Total (As Restated)
Revenue	$	-		$	-		$	-
Cost of Goods Sold		-			(24	)		(24	)
Depreciation of property, plant and equipment		-			(2,918	)		(2,918	)
General and administrative expenses		(52,734	)		(33,250	)		(85,984	)
Professional fees		(127,351	)		(955	)		(128,306	)
Exploration expenditures		-			(212,785	)		(212,785	)
Other expenses		(30,256)			(846,549	)		(876,805	)
Net loss	$	(210,341	)	$	(1,096,481	)	$	(1,306,822	)

Six Months Ended December 31, 2020	USA			Malaysia			Total
Revenue	$	-		$	-		$	-
Cost of Goods Sold		-			-			-
Depreciation of property, plant and equipment		-			(3,084	)		(3,084	)
General and administrative expenses including related party		(21,187	)		(11,397	)		(32,584	)
Professional fees		(8,497	)		-			(8,497	)
Other expenses		(30,255	)		(72,944	)		(103,199	)
Net loss	$	(59,939	)	$	(87,425	)	$	(147,364	)

Schedule of Assets information

As of December 31, 2021	USA		Malaysia (As Restated)		Total (As Restated)
Current assets	$	-	$	33,736	$	33,736
Property and equipment, net		-		19,776		19,776
Total assets	$	-	$	53,512	$	53,512

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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Organization and Summary of Significant Accounting Policies (Details)	6 Months Ended
	Dec. 31, 2021
Leasehold Improvements [Member]
Plant and equipment, description for rate of depreciation	Term of lease
Motor Vehicles [Member]
Plant and equipment, rate of depreciation	20.00%
Office Equipment [Member]
Plant and equipment, rate of depreciation	33.00%
Tools and Equipment [Member]
Plant and equipment, rate of depreciation	33.00%
Computer and Software [Member]
Plant and equipment, rate of depreciation	33.00%
Furniture and Fixtures [Member]
Plant and equipment, rate of depreciation	33.00%

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Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($)		1 Months Ended	6 Months Ended
	Jul. 12, 2018	Jul. 19, 2018	Dec. 31, 2021	Jun. 30, 2021
Gross loss			$ 24
Cash insured amount			$ 60,000	$ 60,000
Preferred stock outstanding			280,000
Potentially diluted common shares outstanding			44,633	44,985
Exploration expenditures			$ 212,785
Description for dividend declared by GMCI		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
GMCI [Member]
Common stock issuance	720,802,346
Outstanding shares acquired	100.00%
Pre-merger issued and outstanding shares	102.08%
Description for dividend declared by GMCI		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”).

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Going Concern (Details Narrative)	6 Months Ended
	Dec. 31, 2021 USD ($)
Going Concern
Net Loss	$ (1,102,405)
Working capital deficit	5,400,000
Cash in hand	$ 1,700

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Restatement for Correction of an Error (Details) - USD ($)	3 Months Ended				6 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Deferred dredging development costs	$ 0				$ 0		$ 0
TOTAL ASSETS	53,512				53,512		78,985
Accumulated deficit	8,200,568				8,200,568		6,893,746
Accumulated other comprehensive income	72,440				72,440		61,672
Stockholders' deficit	(5,925,374)	$ (5,428,944)	$ (4,373,713)	$ (4,278,997)	(5,925,374)	$ (4,373,713)	(4,736,663)	$ (4,189,609)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	53,512				53,512		$ 78,985
Exploration expenditures	212,785		0		212,785	0
Total Operating Expenses	328,918		20,206		429,993	44,165
Net loss	(540,979)	$ (765,843)	(72,476)	$ (74,888)	(1,306,822)	(147,364)
Foreign currency translation adjustments	(9,252)		(75,825)		10,768	(142,969)
Total Comprehensive Loss	(550,231)		$ (148,301)		(1,296,054)	(290,333)
Accounts payable and accrued liabilities					59,753	7,444
Dredging development expenditures					0
Net cash used in operating activities					(701,282)	(11,126)
Net cash provided by (used in) investing activities					0	$ 0
As Filed [Member]
Deferred dredging development costs	204,961				204,961
TOTAL ASSETS	258,473				258,473
Accumulated deficit	7,996,151				7,996,151
Accumulated other comprehensive income	72,984				72,984
Stockholders' deficit	(5,720,413)				(5,720,413)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	258,473				258,473
Exploration expenditures	8,368				8,368
Total Operating Expenses	124,501				225,576
Net loss	(336,562)				(1,102,405)
Foreign currency translation adjustments	(8,708)				11,312
Total Comprehensive Loss	(345,270)				(1,091,093)
Accounts payable and accrued liabilities					(28,977)
Dredging development expenditures					(115,687)
Net cash used in operating activities					(585,595)
Net cash provided by (used in) investing activities					(115,687)
Difference [Member]
Deferred dredging development costs	(204,961)				(204,961)
TOTAL ASSETS	204,961				204,961
Accumulated deficit	204,417				204,417
Accumulated other comprehensive income	(544)				(544)
Stockholders' deficit	(204,961)				(204,961)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	204,961				204,961
Exploration expenditures	204,417				204,417
Total Operating Expenses	204,417				204,417
Net loss	(204,417)				(204,417)
Foreign currency translation adjustments	(544)				(544)
Total Comprehensive Loss	$ (203,873)				(203,873)
Accounts payable and accrued liabilities					88,730
Dredging development expenditures					115,687
Net cash used in operating activities					(115,687)
Net cash provided by (used in) investing activities					$ (115,687)

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Advance Payment on Mineral Trading Related Party (Details Narrative)	6 Months Ended		12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jun. 30, 2018 MYR (RM)	Jun. 30, 2016 USD ($)
Repayments of related party received	$ 10,759	$ 2,187
Malaysia, Ringgits [Member] | Tranche One [Member]
Repayments of related party received | RM			RM 500,000
Malaysia, Ringgits [Member] | Tranche Two [Member]
Repayments of related party received | RM			RM 300,000
Sincere Pacific Mining Sdn. Bhd. [Member]
Advance payment on mineral trading				$ 614,000
Impairment of mineral trading expenses				$ 186,372

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Plant and Equipment (Details) - USD ($)	Dec. 31, 2021	Jun. 30, 2021
Cost
Plant and Equipment Gross	$ 92,392	$ 92,882
Accumulated Depreciation	(72,616)	(70,056)
Plant and Equipment, Net	19,776	22,826
Motor Vehicles [Member]
Cost
Plant and Equipment Gross	15,582	15,665
Office Equipment [Member]
Cost
Plant and Equipment Gross	25,519	25,654
Tools and Equipment [Member]
Cost
Plant and Equipment Gross	508	511
Computer and Software [Member]
Cost
Plant and Equipment Gross	13,546	13,618
Furniture and Fixtures [Member]
Cost
Plant and Equipment Gross	$ 37,237	$ 37,434

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Plant and Equipment (Details Narrative) - USD ($)	6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Plant And Equipment [Member]
Depreciation	$ 2,918	$ 3,084

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Other receivable and deposits (Details) - USD ($)	Dec. 31, 2021	Jun. 30, 2021
Other receivable and deposits
Sundry receivables	$ 24,699	$ 24,830
Other receivable	6,353	6,386
Deposits, including utility, security deposits	935	940
Other receivable and deposits	$ 31,987	$ 32,156

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Related party advances and expenses (Details) - USD ($)	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021
Total	$ 3,612,439	$ 3,612,439	$ 3,587,392
Advances from SBS Directors [Member]
Total		1,090,755	1,058,947
Advances from related party [Member]
Total		1,806,419	1,809,390
Advances from holding company [Member]
Total		$ 715,265	$ 719,055

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Related party advances and expenses (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended				6 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2021	Dec. 31, 2020
Imputed interest rate						6.50%	6.50%
Imputed interest		$ 53,801	$ 53,542	$ 53,585	$ 52,644	$ 107,343	$ 106,229
Advances received from related parties	$ 431,500					47,980	13,353
Director [Member]
Advances received from related parties						47,980	13,353
Repayments of related party advances						$ 10,759	$ 2,187

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Due from unrelated parties (Details Narrative) - USD ($)	6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021
Sea Sand Dredging Project Financing
Advances received from unrelated parties	$ 623,515
Repayment of advances received from unrealted party	24,425	$ 0
Liability due to unrelated party	1,188,470		$ 585,957
Payment of expenses by unrelated party	$ 2,463	$ 20,075

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Commitments and Contingencies (Details Narrative)	1 Months Ended
	Jan. 17, 2019
Commitments and Contingencies
Description for Letter of Intent	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”).

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Share Capital (Details Narrative) - USD ($)	1 Months Ended
	Aug. 31, 2018	Jul. 19, 2018	Dec. 31, 2021	Jun. 30, 2021	Jul. 04, 2018
Common stock, shares authorized			5,000,000,000	5,000,000,000
Common stock, par value			$ 0.001	$ 0.001
Common stock, shares issued			1,426,927,346	1,426,927,346	720,802,346
Common stock, shares outstanding			1,426,927,346	1,426,927,346
Description for dividend declared by GMCI		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
Preferred stock, shares outstanding			280,000
SBS [Member]
Preferred stock, shares outstanding			280,000
Preferred shares description	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.
Number of preferred shares held	1 for 1 basis
Debt converted into common shares			44,764
Dividends in arrears			$ 16,109	$ 12,146
Ownership percentage					100.00%
First subscription [Member]
Subscription received	$ 59,530
Redeemable cumulative preference shares, interest rate	12.00%
Second subscription [Member]
Subscription received	$ 8,878
Redeemable cumulative preference shares, interest rate	12.00%

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Sea Sand Mining Project (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2021
Sea Sand Dredging Project Financing
Concession acquisition costs			$ 343,629
Future royalty amounts prepayment				$ 60,000
Impairment loss		$ 182,383
Royalty prepayment recorded as cost of good sold		59,478
Description for irrevocable right use of asset	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 kilometers, 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
Amortization expense		$ 116,302

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Sea Sand Dredging Project Financing (Details Narrative) - USD ($)		1 Months Ended				6 Months Ended
	Aug. 03, 2021	Aug. 25, 2021	May 31, 2021	Apr. 30, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Aug. 31, 2021
Related party advances and expenses
Change in fair value of derivative liability							$ 35,801
Advance payment					$ 49,236
Additional amount received					$ 431,500	$ 47,980	13,353
Received advances from two investors				$ 48,476
Proceeds from related party debt from investor	$ 48,476		$ 484,760
Debt interest rate percentage per annum	2.00%	2.00%	2.00%
Guaranteed monthly payment per share	$ 0.02		$ 0.48
Guaranteed monthly payment to investors	$ 4,800		$ 95,900
Derivative liability			$ 345,369					$ 35,317
Amortized of debt discount						$ 327,710	$ 0

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Sea Sand Dredging Project Financing (Details) - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021
Related party advances and expenses
Fair value	$ 394,922	$ 208,969	$ 0
Additions	0	16,846	345,369
Change in fair value	(68,886)	170,271	(137,186)
Change in foreign exchange	2,458	(1,164)	786
Redemption	0	0	0
Fair value	$ 328,494	$ 394,922	$ 208,969

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Sea Sand Dredging Project Financing (Details 1) - USD ($)	Dec. 31, 2021	Jun. 30, 2021
Financial liabilities at fair value Project financing liability	$ 328,494	$ 208,969
Total financial liabilities at fair value	328,494	208,969
Quoted prices in active markets (Level 1) [Member]
Financial liabilities at fair value Project financing liability	0	0
Total financial liabilities at fair value	0	0
Significant other observable inputs (Level 2) [Member]
Financial liabilities at fair value Project financing liability	0	0
Total financial liabilities at fair value	0	0
Significant unobservable inputs (Level 3) [Member]
Financial liabilities at fair value Project financing liability	328,494	208,969
Total financial liabilities at fair value	$ 328,494	$ 208,969

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Shortterm loans (Details Narrative) - USD ($)		1 Months Ended		6 Months Ended
	Aug. 03, 2021	Aug. 25, 2021	May 31, 2021	Dec. 31, 2021	Jun. 30, 2021
Short-term loans
Principal and interest balances recorded interest expense		$ 2,385		$ 3,452
Short term loan		47,700
Principal and interest		2,385		858
Additional short-term loan		$ 42,900
Remaining principal balance of loan				43,150
Accrued interest				$ 3,452	$ 0
Interest rate	2.00%	2.00%	2.00%

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Geographic Segment Reporting (Details) - USD ($)	3 Months Ended				6 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2021	Dec. 31, 2020
Revenue	$ 0		$ 0		$ 0	$ 0
Cost of Goods Sold	0		0		(24)	0
Depreciation of property, plant and equipment					(2,918)	(3,084)
General and administrative expenses					(85,984)	(32,584)
Professional fees	(61,078)		0		(128,306)	(8,497)
Exploration Expenditure					(212,785)	0
Other income (expenses)					(876,805)	(103,199)
Net loss	$ (540,979)	$ (765,843)	$ (72,476)	$ (74,888)	(1,306,822)	(147,364)
United States
Revenue					0	0
Cost of Goods Sold					0	0
Depreciation of property, plant and equipment					0	0
General and administrative expenses					(52,734)	(21,187)
Professional fees					(127,351)	(8,497)
Other income (expenses)					(30,256)	(30,255)
Net loss					(210,341)	(59,939)
Malaysia
Revenue					0	0
Cost of Goods Sold					(24)	0
Depreciation of property, plant and equipment					(2,918)	(3,084)
General and administrative expenses					(33,250)	(11,397)
Professional fees					(955)	0
Exploration Expenditure					(212,785)
Other income (expenses)					(846,549)	(72,944)
Net loss					$ (1,096,481)	$ (87,425)

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Geographic Segment Reporting (Details 1) - USD ($)	Dec. 31, 2021	Jun. 30, 2021
Current Assets	$ 33,736	$ 56,159
Property and equipment, net	19,776	22,826
Total assets	53,512	78,985
United States
Current Assets	0	0
Property and equipment, net	0	0
Total assets	0	0
Malaysia
Current Assets	33,736	56,159
Property and equipment, net	19,776	22,826
Total assets	$ 53,512	$ 78,985

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Subsequent events (Details Narrative) - Subsequent Event [Member]	Jan. 01, 2022 USD ($)
Advance from unrelated party	$ 8,870
Advances to an unrelated party	6,852
Advances from related parties	64,050
Repaid related party advances	$ 11,986