ℹ Indemnisation – S-1 / A Formulaire NAMI Corp.

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Tel que soumis au Securities and Exchange Council du 26 novembre 2018

333-228358

ÉTATS-UNIS

SECURITES ET COMITE

Washington, DC 20549

FORMULAIRE S-1

APPLICATION DE L'ACTIVITE SECURITE DE 1933

NAMI CORP.

(Nom exact du titulaire tel que spécifié dans la charte)

Nevada

3420

61-1693116

(État ou autre juridiction). T.

(Norme primaire industrielle

(I. R.S. Employeur

ou organisation)

Numéro de code de classification)

Numéro d'identification.)

Unité M2-3, niveau M2, podium vertical
Avenue 3, Bangsar South City
Jalan Kerinchi, n ° 8
59200 Kuala Lumpur, Malaisie

+603 – 2242 4913

(Adresse des principaux services d'exécution du déclarant, y compris le code postal et le numéro de téléphone, y compris l'indicatif régional)

copier:

Yue Cao, Esq.

Gilbert Bradshaw, Esq.

Wilson Bradshaw & Cao, LLP

9110 Irvine Center Drive

Irvine, CA 92618

Tél: (657) -888-4792

ycao@wbc-law.com

Agent d'Etat et Syndicat des transferts, Inc.

112 North Curry Street

Carson City, NV 89703

(Nom, adresse, y compris le code postal et le numéro de téléphone, y compris l'indicatif régional)

Date approximative du début de la vente au public:

De temps en temps après l'enregistrement effectif de la déclaration d'enregistrement.

Si l'un des titres inscrits sous cette forme est offert en retard ou de manière continue en vertu de l'article 415 de la loi de 1933 sur les valeurs mobilières, cochez la case suivante: x

Si ce formulaire est soumis pour l’inscription de titres supplémentaires en vertu de la règle 462 (b) de la loi sur les valeurs mobilières, cochez la case ci-dessous et enregistrez le numéro de la déclaration d’enregistrement des titres dans la déclaration d’enregistrement précédente de la même offre. ¨

Si ce formulaire est une modification ex post soumise en vertu de l’article 462 (c) de la loi sur les valeurs mobilières, cochez la case ci-dessous et enregistrez le numéro de la déclaration d’enregistrement en vertu de la loi sur les valeurs mobilières correspondant à la déclaration d’enregistrement précédente de la même offre. ¨

Si ce formulaire est une modification ex post soumise en vertu de l’article 462 (d) de la loi sur les valeurs mobilières, cochez la case ci-dessous et enregistrez le numéro de la déclaration d’enregistrement de la loi sur les valeurs mobilières pour l’offre précédente. ¨

Cochez la case pour vous assurer que le titulaire est un grand déposant accéléré, un déposant accéléré, un déposant non accéléré ou une petite société déclarante.

Haut accélérateur de classement:

¨

Filer accéléré:

¨

Filer non accéléré:

¨

Petite société déclarante:

x

Société à croissance émergente:

x

CALCUL DU NUMÉRO D'ENREGISTREMENT(1)

Adresse Les titres à classe unique doivent être enregistrés

somme

inscrit

Maximum recommandé

offre

Prix ​​(2)

maximum recommandé

Offre cumulative

Prix ​​(3)

montant

inscription

Prix ​​(4)

Actions ordinaires, valeur nominale 0,001 USD / action

322388472

$ 00h30

$ 96,716,541.6

$ 11,722.04

________________

(1)

Les frais d'inscription ont été payés par Fedwire.

(2)

Le prix d'offre a été utilisé uniquement pour calculer le montant de la taxe d'enregistrement conformément à l'article 457 (o). Nous ne sommes pas négociés sur une bourse ordinaire d'une bourse nationale, mais sur le marché rose de l'OTC au moment de la rédaction du présent prospectus.

(3)

On estime que l’article 457 (c) de la loi sur les valeurs mobilières n’est utilisé que pour calculer la taxe d’enregistrement.

(4)

Il est estimé qu’il sert uniquement à calculer le montant de la taxe d’enregistrement en vertu de l’article 457 (o) de la loi sur les valeurs mobilières.

L'information contenue dans le présent prospectus est incomplète et sujette à modification. Ces titres ne peuvent être vendus tant que la déclaration d'enregistrement soumise à la Securities and Exchange Commission n'est pas effective. Le présent prospectus ne constitue pas une offre de vente de titres et n'exige pas une offre d'achat de titres dans un État où l'offre ou la vente n'est pas autorisée.

PROSPECTUS (en fonction de l'achèvement)

Date: 2018

INFORMATION

322 388 472 actions

Nous sommes une entreprise en croissance émergente. Le présent prospectus concerne la vente de 328 388 472 actions, que nous avons reçues en août 2018 des actions de nos actions, ainsi que les personnes ayant acheté nos propres actions en capital-investissement à partir d'avril. Les bénéficiaires de dividendes en bourse et les acheteurs d’actions dont les actions ont été inscrites en vue de leur revente l’indiquent dans le prospectus en tant qu’actionnaire.

Les actionnaires vendeurs peuvent de temps à autre vendre leurs actions sur le marché principal sur lequel elles sont négociées aux cours du marché ou lors de transactions négociées. Pour plus d'informations, voir la section «Plan de distribution» sur la manière dont les actionnaires peuvent vendre des actions ordinaires inscrites en vertu du présent prospectus. Les actionnaires vendeurs nous ont informés qu'ils n'avaient aucun accord ni entente, directement ou indirectement, pour distribuer les actions ordinaires.

Le marché boursier commun est actuellement marqué "NINK" sur le marché OTC Pink. Le 26 novembre 2018, notre dernier prix coté sur le marché OTC Pink était de 2,15 $ par action.

Tous les actionnaires vendeurs peuvent être considérés comme des «assureurs» au sens de la loi de 1933 sur les valeurs mobilières.

Nous payons le coût de l'offre.

Les titres offerts dans le présent prospectus présentent un risque élevé. Avant d’acheter un marché commun, tenez compte des facteurs de risque qui commencent à la page 7.

Ni la Securities and Exchange Commission, ni le State Securities Committee n’avaient approuvé ou refusé ces titres, ni approuvé le caractère adéquat ou l’exactitude du prospectus. Toute affirmation contraire est un crime.

Date de sortie 26 novembre 2018

NOTE EXPLICATIVE

Le 13 novembre 2018, Nami Corp. (la «Société») a déposé une déclaration record sur formulaire S-1 auprès de la Securities and Exchange Commission. La société soumet cette modification afin de mettre à jour le rapport de gestion et l'analyse de la situation financière, ainsi que des résultats opérationnels et des états financiers. SBS Mining Corp. Malaisie Sdn. Bhd. (Ci-après dénommé «SBS») au 30 septembre 2018, ainsi que le rapport de la société comptable indépendante et enregistrée sur les résultats financiers audités de SBS au 30 juin 2018 et à compter de 2017, qui ont été omis par inadvertance.

TABLE DES MATIÈRES

Sauf indication contraire, les informations contenues dans le présent prospectus seront présentées le 26 novembre 2018 et nous nous attendons à des changements dans nos activités. Nous n'avons autorisé aucune personne à fournir des informations autres que celles contenues dans le présent prospectus, ni à donner aucune représentation en rapport avec l'offre figurant dans le présent prospectus. Si une personne vous fournit des informations ou fait une déclaration concernant l'offre, ne vous fiez pas aux informations que nous avons autorisées. Le présent prospectus ne constitue pas une offre de vente de nos actions communes dans un État ou une autre juridiction à une personne qui est illégale en offrant une telle offre.

RÉSUMÉ DU PROSPECTUS

Le résumé suivant présente les informations que vous avez sélectionnées dans le prospectus et ne peut pas contenir les informations qui vous intéressent. Pour comprendre notre entreprise et cette offre, veuillez lire attentivement cette information complète, y compris les états financiers et les notes annexes page F-1. Lorsque nous nous référons aux termes "NINK", "Société", "Notre société", "Nous", "Nous" et "Nous" dans le présent prospectus, nous désignons Nami Corp., Nevada. Le présent prospectus contient des déclarations prospectives et des informations sur la société. Voir «Avertissement concernant les déclarations prospectives» à la page 14.

notre entreprise

La société a été enregistrée dans l'État du Nevada le 5 septembre 2012.e a été établie à la fin de l’exercice de la société. Le 4 juillet 2018, SBS Mining Corp. Malaysia Sdn. A approuvé la modification de la fin de l'exercice du 30 novembre au 30 juin. (Ci-après dénommé SBS). Initialement, nous avons créé un coffre-fort intégré avec une serrure combinée pouvant stocker des objets personnels et / ou de valeur dans des sacs à dos, des bagages à main et des valises. La Société est une société de développement depuis sa création et jusqu’à l’acquisition de SBS, sans aucun actif ni revenu significatif.

Le 31 octobre 2016, la direction de la Société a changé en raison du fait que notre principal actionnaire a vendu 60 750 000 actions à notre président actuel, Ong Tee Keat, un résident de Malaisie, représentant 60,22%. toutes les actions émises et en circulation d’actions de bourse. Les 60 750 000 actions vendues appartenaient à tous les anciens actionnaires.

Le 31 octobre 2016, avec le secrétaire d'État du Nevada ("Nevada SOS"), nous avons soumis un certificat d'amendement en vertu duquel nous avons modifié nos statuts, portant ainsi le nombre d'actions autorisées de 200 millions à 5. des milliards, des milliers de millions; et (b) augmenter le nombre total d'actions émises et en circulation de la Société à sept (7) actions pour chaque (1) action. Le 26 octobre 2016, notre conseil d'administration a approuvé cet amendement.

Le 3 novembre 2016, le SOS du Nevada a déposé un article sur la fusion en vertu duquel le Nevada a été révisé à 92A.200. Réf. L’effet d’une telle fusion est que NAMI Corp. était l’entité survivante et a changé notre dénomination sociale pour devenir «NAMI Corp.».

acquisition SBS

Le 12 juillet 2018, nous avons effectué une opération d'acquisition inversée avec GMCI Corp. («GMCI»), seul actionnaire de SBS à avoir acheté 100% des actions communes existantes de SBS à GMCI. un total de 720 802 346 actions de GMCI, représentant 102,08% du nombre total d’actions et le total des actions. À la suite de l’acquisition inversée, SBS est devenue notre filiale à part entière et l’ancien actionnaire de SBS, GMCI, est devenu notre actionnaire majoritaire. L’échange d’actions a été considéré comme une recapitalisation, SBS en tant qu’acquéreur et la Société en tant qu’acquéreur aux fins comptables. Sauf indication contraire du contexte, lorsqu'il est fait référence aux informations commerciales et financières dans le rapport avant l'achèvement de l'acquisition inversée, nous nous référons aux informations commerciales et financières de SBS. Fondée le 14 août 2008, SBS est une société malaisienne qui s’occupe principalement du financement de la bauxite, du transport maritime, de l’exploitation minière et de l’exploration de certains minerais et propriétés en Malaisie.

Immédiatement avant la bourse, GMCI détenait les actions communes émises et existantes de SBS. À la suite de l’acquisition de SBS, toutes les actions ordinaires existantes et existantes de SBS sont maintenant détenues. Après la conclusion de la convention d’échange, nos activités ont été exercées par l’intermédiaire de notre filiale consolidée contrôlée. SBS s'occupe principalement de l'exploitation minière et de l'exploration de propriétés en Malaisie.

Le 19 juillet 2018, la société a été informée que le conseil d'administration de GMCI était dans l'intérêt de GMCI et de GMCI d'autoriser et de déclarer les dividendes des actions de restriction de Nami aux actionnaires de GMCI. la proportion du capital-actions détenue par GMCI détenue par ces actionnaires et, partant, le transfert de 100% des actions limitées que GMCI détient directement à GMCI aux actionnaires de GMCI (collectivement dénommées les "dividendes du ménage"). Le dividende sur Nami a été finalisé le 21 août 2018.

Loi sur les emplois

Récemment, le Congrès américain a adopté la loi «JOBS Act» de 2012, qui prévoit certaines dérogations aux obligations de déclaration pour les sociétés de divulgation et constitue également une «société en croissance émergente». une "entreprise en croissance émergente" au sens de la section 3 (a) de la loi sur les échanges (telle que modifiée par la loi sur l'emploi du 5 avril 2012) et au plus tôt en tant que "société en croissance émergente". (a) le dernier jour du prochain exercice, au cours duquel le total des ventes annuelles brutes s'élève à 1 milliard de dollars (ce montant étant indexé tous les cinq ans par la SEC); (b) le dernier jour de l'exercice suivant le cinquième anniversaire de la première vente de nos titres communs sur la base de la déclaration d'enregistrement effective en vertu de la Loi sur les valeurs mobilières; (c) la date à laquelle plus d'un million de dollars ont été dégagés pour des dettes non convertibles au cours des trois années précédentes; ou (d) la date à laquelle nous considérons le "déposant avec une accélération élevée", comme dans Exchange Act 12b – 2. Nous prévoyons donc que, dans un avenir prévisible, elle continuera à être une société en croissance.

En règle générale, le déclarant qui enregistre toute catégorie de titres conformément à l’article 12 de la loi sur les bourses dans son deuxième rapport annuel et les rapports qu’il a présentés ultérieurement pour le rapport de gestion présenté sur la base de la loi sur les bourses relative à la vérification interne des états financiers Exemption conforme à la définition de "petite société déclarante" dans la loi sur les échanges 12b-2. , le rapport de l'auditeur sur l'évaluation par la direction de l'audit interne des états financiers. Toutefois, tant que nous continuons à être considérés comme une société en croissance émergente, nous ne sommes pas tenus d'inclure un certificat d'audit dans notre rapport annuel soumis en vertu de la Loi sur l'échange, même s'il ne s'agit pas d'un "rapport mineur". En outre, en tant que société en croissance émergente, nous sommes en mesure de réduire nos obligations en matière de rémunération des dirigeants dans nos rapports périodiques et déclarations de procuration, et d’éviter de donner à nos actionnaires un vote consultatif contraignant sur la rémunération des dirigeants. paiements de parachute auparavant sans lien, ou effectivement payé une rémunération de la haute direction à notre performance financière.

L'offre

Le présent prospectus comprend les actions offertes par les revendeurs pour la revente, dont les actions ont été émises en capital-investissement entre avril et septembre 2017 et le dividende versé en août 2018. Les actions décrites dans ce paragraphe sont les vendeurs énumérés dans ce guide.

A PROPOS DES VENTES

titres

Jusqu'à 322 388 472 actions ordinaires de Nami Corp. sont vendues par la vente d'actionnaires.

Ensemble d'inventaire commun avant l'offre

1426927346

Stocks après l'offre

1426927346

Offre par action

Les actions proposées par les actionnaires vendeurs dans le présent Prospectus peuvent être vendues à un prix fixe de 0,30 USD par action pour la durée de l'offre.

Conditions de l'offre

Les actionnaires vendeurs déterminent les conditions de la vente des actions offertes.

Annuler l'offre

L'offre est faite lorsque la part de 322 388 472 actions ordinaires est vendue ou lorsque notre société décide, à son gré, de mettre fin à l'enregistrement des actions.

Facteurs de risque

Investir dans nos actions ordinaires est extrêmement spéculatif et comporte un risque élevé. Voir «Facteurs de risque» à la page 8.

FACTEURS DE RISQUE

Investir dans des actions ordinaires comporte un risque élevé. Avant de prendre une décision d’investissement, examinez attentivement les risques décrits ci-dessous et toutes les autres informations contenues dans le rapport. Si l'un des risques suivants se produit réellement, votre entreprise, votre situation financière ou vos résultats pourraient en être affectés. Dans ce cas, le prix des actions ordinaires peut diminuer et perdre tout ou partie de l'investissement. Lisez la section "Remarques spéciales sur les déclarations prospectives" après avoir suivi les facteurs de risque pour discuter du type de déclarations qui sont des déclarations prospectives et de l’importance de telles déclarations dans le présent rapport.

Risques liés à notre activité

Nous n'avons jamais généré de revenus ni de pertes significatifs, et nous ne pouvons garantir que nous deviendrons jamais rentables ou le resterons.

Nous n'avons pas encore généré de chiffre d'affaires significatif de nos activités et, par conséquent, nous avons subi une perte nette chaque année depuis notre création. Au 30 septembre 2018, la société avait enregistré une perte d'environ 204 000 $. Les 30 juin 2018 et 2017, la Société a enregistré une perte nette de 459 704 $ et de 525 393 $. En outre, au 30 septembre 2018, le déficit du fonds de roulement de la société s'élevait à environ 2,6 millions de dollars, la trésorerie à environ 39 000 $ et le 30 juin 2018, à 2,15 millions de dollars. 20 000 $. Le rapport de l'auditeur de la société pour l'exercice clos le 30 juin 2018 contient une déclaration explicative de l'opinion de l'auditeur selon laquelle les pertes récurrentes résultant de l'exploitation de la société et du manque de fonds de roulement soulèvent des doutes sérieux quant à la poursuite de l'activité. La Société a financé ses activités avec des prêts et des financements fournis par des parties liées. Bien que la société ait l'intention de se lancer dans l'exploitation minière marine, elle continue de prévoir des pertes nettes et des flux de trésorerie négatifs dans un proche avenir. Vous ne pouvez pas être sûr que les revenus de la société seront suffisants pour devenir rentables ou pour maintenir la rentabilité par la suite. Nous pouvons être confrontés à des problèmes imprévus, des difficultés, des coûts ou des retards dans la mise en œuvre de notre plan d'affaires.

Notre demande de trésorerie est importante. La non-récupération de capitaux supplémentaires aura un impact négatif important sur notre situation financière et notre performance.

Si nous décidons de mettre en œuvre le plan d’activités de sablage à l’étranger de SBS, nos besoins en trésorerie et nos coûts seront considérables. Nous avons besoin de coûts en espèces importants, mais nous ne disposons d'aucun financement spécifique si nous délivrons des licences d'exploitation minière offshore à JHW au 30 juin 2018 compte tenu de notre situation financière actuelle. En outre, SBS est tenue de verser à JHW une somme remboursable de 500 000 RMM, qui nous sera versée après l’approbation finale du gouvernement malaisien pour l’extraction et l’extraction de sable de mer approuvé.

Nous ne disposons actuellement pas de ressources financières suffisantes pour financer nos activités ou celles de nos filiales. Par conséquent, nous avons besoin d’opérations supplémentaires pour poursuivre ces opérations.

Nous sommes convaincus que nos ressources en capital existantes ne sont pas suffisantes pour mettre en œuvre notre plan d'entreprise et que, à compter de la date des états financiers, nous ne sommes pas fermement engagés dans un financement supplémentaire par emprunt ou par capitaux propres disponible pour faire face à nos engagements actuels. Ces conditions soulèvent de sérieux doutes quant à la possibilité que la Société continue à Nous estimons que, sur la base de notre plan d'exploitation actuel et de nos conditions générales, nous aurons besoin de fonds supplémentaires en 2018 et au-delà. Les flux de trésorerie provenant des activités d’exploitation devraient s’améliorer, principalement en raison de l’augmentation des revenus et de la diminution des coûts d’exploitation, même si cela ne peut être garanti. Si nous ne générons pas de flux de trésorerie positifs ou n'obtenons pas de financement supplémentaire, nous devrons modifier, retarder ou abandonner tout ou partie de nos activités et nos plans d'expansion si nécessaire.

Défaut de payer à temps l’action privilégiée SBS Les dividendes peuvent entraîner une perte de contrôle de l’une de nos filiales opérationnelles

SBS tente actuellement d'ajouter jusqu'à 50 000 000 USD (environ 12,4 millions USD) en offres individuelles comprenant jusqu'à 18% d'actions privilégiées à dividende cumulatif et rachetables au prix de l'ordre («actions privilégiées»). Jusqu'à la date de l'annonce, la Société a vendu 280 000 actions de 12%. Ces actions privilégiées comprennent une disposition exigeant que SBS verse des dividendes trimestriels (le «dividende préférentiel»). Si SBS ne verse pas le dividende préférentiel dans les délais, les détenteurs d’actions privilégiées auront le droit de voter pour la Société sur une base équivalente dans toutes les questions générales concernant la Société jusqu’à ce que le dividende soit retenu. Si la société vend plus de 600 000 actions privilégiées et retarde tardivement le dividende à escompte, les actionnaires privilégiés pourront réellement contrôler SBS et influer sur les modifications éventuelles. Cette perte de SBS pourrait avoir un impact négatif important sur les actionnaires de NAMI Corp., SBS étant la seule filiale en exploitation de la société et englobant tous les actifs de la société au moment de l'enregistrement.

Notre succès dépend de notre direction et d'autres personnes clés dont les pertes pourraient perturber notre activité et avoir un impact négatif important sur notre situation financière, notre performance et nos perspectives de croissance..

Notre succès jusqu’à présent est en grande partie dû à l’expertise et aux conseils de notre conseil d’administration et de notre équipe de direction. Le succès continu de notre entreprise dépend dans une large mesure de l'expérience des membres de notre direction et de la bonne volonté du secteur jusqu'à présent. En conséquence, notre succès continu dépend dans une large mesure du maintien de notre équipe de direction et de notre personnel clé. La perte des services d’une équipe de direction ou de personnel clé sans démission, retraite, maladie ou tout remplacement insuffisant, ou l’incapacité d’attirer et de retenir du personnel qualifié aurait une incidence importante sur nos activités et réduirait notre rentabilité et notre retour sur investissement. Nous ne détenons pas actuellement de sécurité du personnel clé pour notre personnel clé. Nous travaillons actuellement sur des plans clés d’assurance de personnes et de continuité des activités.

Notre activité principale dans le secteur minier dépend de l'obtention de tous les permis et autorisations nécessaires pour créer des qualités de production.

Les opérations actuelles et futures de SBS, y compris les activités de développement et de démarrage, nécessitent l'autorisation des autorités gouvernementales. Celles-ci seront soumises à des activités de recherche, de développement, d'exploitation, de production, d'exportation, de taxes, de normes du travail, de santé au travail, de dispositions légales et réglementaires. . l'élimination des déchets, les substances toxiques, l'utilisation des sols, la protection de l'environnement, la sécurité minière et d'autres questions. Les entreprises qui exploitent des ressources minérales et exploitent ou exploitent des mines et des installations connexes connaissent généralement des coûts croissants, des retards dans la production et d’autres calendriers en raison de la nécessité de se conformer aux lois, réglementations et permis en vigueur. Nous ne pouvons prédire que les autorisations et les opérations minières requises pour l'exploration, la mise en valeur ou la construction d'installations minières seront effectuées dans des conditions raisonnables, dans la mesure du possible. Les coûts liés à l'utilisation et à l'acquisition de licences peuvent être inabordables et retarder les activités de recherche et développement prévues. Le non-respect des lois, réglementations et autorisations en vigueur peut entraîner des mesures d'exécution, y compris des ordonnances émanant d'autorités réglementaires ou judiciaires, qui mettent fin ou limitent les opérations et peut inclure des mesures correctives nécessitant des mesures en rapport avec le coût en capital, l'installation d'équipements auxiliaires ou des mesures correctives.

Les parties impliquées dans les opérations minières peuvent avoir besoin d'être indemnisées pour leurs activités minières et peuvent imposer des sanctions civiles ou pénales ou des sanctions pour violation des lois ou des réglementations en vigueur. La modification ou l’application plus stricte des lois, réglementations et licences existantes régissant les activités des sociétés minières peut avoir un effet défavorable important sur nos activités et augmenter les coûts d’investissement ou de production ou réduire les niveaux de production en cours de production. ou omettre ou retarder le développement de nouvelles propriétés minières.

Le chiffre d'affaires actuel de nos ventes de bauxite est généré par un client.

Si le client réduit le volume de ses échanges de bauxite, notre chiffre d’affaires diminuera considérablement sauf si nous sommes en mesure d’élargir notre clientèle. Bien que nous nous attendions à diversifier nos sources de revenus et notre clientèle dans le secteur du sable de mer dans un avenir proche, nous ne pouvons vous garantir que nous serons en mesure d'accroître notre clientèle ou de conserver notre client unique.

Le retrait unilatéral du consentement de nos partenaires pourrait avoir un effet défavorable sur nos activités, notre situation financière et nos perspectives de croissance.

Bien que nous ayons maintenant un bon partenariat avec nos partenaires, il est possible que nos partenaires ne reçoivent pas de licences commerciales, ne livrent pas leurs produits à l’heure prévue ou ne mettent fin unilatéralement à l’entente, ce qui aurait un impact négatif sur nos activités.

Réglementation gouvernementale

L'industrie minière est soumise à une réglementation extensive par les ministères et les autorités locales en Malaisie. Ces règles sont des lois qui dictent les exigences en matière de licence, les pratiques commerciales et tarifaires, les canaux de distribution autorisés, la publicité et les relations avec les grossistes et les détaillants. En outre, de nouvelles réglementations ou exigences, ou les taxes d'accise, les impôts sur le revenu, les taxes sur l'immobilier et les taxes de vente, ainsi que les tarifs internationaux peuvent affecter de manière significative les performances financières de la société. La société ne peut garantir qu'il n'y aura pas de défi juridique ou réglementaire pour le secteur à l'avenir, ce qui pourrait avoir un effet défavorable significatif sur ses activités, sa situation financière et ses performances.

Les activités minières sont soumises à des lois et réglementations environnementales nombreuses et coûteuses, et les lois et réglementations actuelles et futures peuvent considérablement augmenter nos coûts d'exploitation ou limiter notre capacité à produire et à vendre nos produits et services miniers.

A bányaipar számos és kiterjedt malajziai szövetségi, állami és helyi környezetvédelmi törvénynek és szabályozásnak van kitéve, ideértve az engedélyezési és engedélyezési követelményekre, a levegőminőségi előírásokra, a növény- és vadvilág védelmére, a bányászati ​​tulajdonságok helyreállítására és helyreállítására vonatkozó törvényeket és előírásokat, anyagokat a környezetbe, a hulladékok tárolását, kezelését és ártalmatlanítását, a vizes élőhelyek védelmét, a felszín alatti földalatti bányászatból eredő mélyedést, valamint a bányászatnak a felszín alatti vizek minőségére és rendelkezésre állására gyakorolt ​​hatását. Az e törvényekkel és rendeletekkel kapcsolatos költségek, kötelezettségek és követelmények jelentősek, időigényesek és késleltethetik működésünk megkezdését vagy folytatását.

Nem folytatunk üzleti megszakításbiztosítást, így üzleti tevékenységünk megszakítása esetén vissza nem térítendő veszteségeket okozhatunk

Vállalatunkhoz tartoznak a kockázatok, beleértve a berendezések meghibásodását, a lopást, a természeti katasztrófákat, az ipari baleseteket, a munkahelyi zavarokat, az üzleti megszakításokat, az anyagi károkat, a termékfelelősséget, a személyi sérüléseket és a halált. Üzleti tevékenységünkkel kapcsolatos kockázatok fedezésére semmilyen üzleti megszakítási vagy harmadik fél felelősségbiztosítással vagy egyéb biztosítással nem rendelkezünk. Ennek eredményeként, ha veszteségeket, károkat vagy kötelezettségeket, köztük természeti katasztrófák vagy más, a mi irányításon kívül eső eseményeket szenvedünk el, és nem tudunk harmadik féllel szemben követelést benyújtani, akkor minden ilyen veszteséget magunknak kell viselniük. alapok, amelyek lényegesen káros hatással lehetnek üzleti tevékenységünkre, pénzügyi helyzetünkre és eredményeikre.

Pénzügyi részlegünk munkatársainak szakértelmének hiánya az Egyesült Államok GAAP-jánál hibákat okozhat a bejelentésünkben.

Az SBS, az operatív egységünk könyveit és nyilvántartásait a Malajziában szokásos könyvelési gyakorlatnak megfelelően tartják fenn. Pénzügyi osztályunk személyzete, amely ezeket a pénzügyi kimutatásokat készíti, széles körű tapasztalattal rendelkezik Malajzia GAAP-jával, de nagyon kevés tapasztalattal rendelkezik az Egyesült Államok GAAP-jával kapcsolatban. Ezért annak érdekében, hogy a SEC-hez az amerikai GAAP szerint elkészített konszolidált pénzügyi kimutatásokat nyújtsuk be, egy független tanácsadót vontunk be, aki az SBS pénzügyi kimutatásainak kiigazításait szükséges ahhoz, hogy megfeleljen az US GAAP-nak, majd elvégzi a szükséges konszolidációt az SBS konszolidált pénzügyi kimutatásait. Because that consultant, who is not present in our executive offices, is the only participant in the preparation of our financial statements possessing a familiarity with U.S. GAAP, there is a risk that the persons responsible for the initial classifications of the elements of our financial results will err in making those classifications, which will cause our reported financial statements to be erroneous. Any such errors, besides being misleading to investors, could result in subsequent restatements, which could have an adverse effect on the perception of the Company among investors.

Our management has limited experience in managing and operating a public company. Any failure to comply with federal securities laws, rules or regulations could subject us to fines or regulatory actions, which may materially adversely affect our business, results of operations and financial condition.

Our management has no experience managing and operating a public company and will rely in many instances on the professional experience and advice of third parties including our attorneys and accountants. Few members of our middle and top management staff were educated and trained in the Western system. As a result, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet U.S. standards. Therefore, we rely on the expertise on the professional independent accountants, financial and corporate advisors engaged by us based in U.S, in implementing and maintaining adequate internal controls as required under Section 404 of the Sarbanes-Oxley Act of 2002, as amended. This reduces significant deficiencies or material weaknesses in our internal controls, which could impact the reliability of our financial statements and prevent us from complying with the U.S. Securities and Exchange Commission (“SEC”) rules and regulations and the requirements of the Sarbanes-Oxley Act of 2002, as amended. Failure to comply with any laws, rules, or regulations applicable to our business may result in fines or regulatory actions, which may materially adversely affect our business, results of operation, or financial condition and could result in delays in developing of an active and liquid trading market for our common stock. To the extent that the market place perceives that we do not have a strong financial staff and financial controls, the market for, and price of, our stock may be impaired.

Risks Related to Doing Business in Malaysia

We face the risk that changes in the policies of the Malaysian government could have a significant impact upon the business we may be able to conduct in Malaysia and the profitability of such business.

Policies of the Malaysian government can have significant effects on the economic conditions of Malaysia. A change in policies by the Malaysian government could adversely affect our interests by, among other factors: changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises. We cannot assure you that the government will continue to pursue current policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting Malaysia's political, economic and social environment.

Fluctuations in exchange rates could adversely affect our business and the value of our securities.

The value of the RM against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in Malaysia's political and economic conditions. The value of our common stock will be indirectly affected by the foreign exchange rate between U.S. dollars and RM and between those currencies and other currencies in which our sales may be denominated. Appreciation or depreciation in the value of the RM relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. As we rely entirely on revenues earned in Malaysia, any significant revaluation of RM may materially and adversely affect our cash flows, revenues and financial condition. For example, to the extent that we need to convert U.S. dollars we receive from an offering of our securities into RM for our operations, appreciation of the RM against the U.S. dollar could cause the RM equivalent of U.S. dollars to be reduced and therefore could have a material adverse effect on our business, financial condition and results of operations. Conversely, if we decide to convert our RM into U.S. dollars for the purpose of making dividend payments on our common stock or for other business purposes and the U.S. dollar appreciates against the RM, the U.S. dollar equivalent of the RM we convert would be reduced. In addition, the depreciation of significant U.S. dollar denominated assets could result in a change to our operations and a reduction in the value of these assets.

Because our principal assets are located outside of the United States and all of our directors and all our officers reside outside of the United States, it may be difficult for you to enforce your rights based on U.S. Federal Securities Laws against us and our officers and directors or to enforce a judgment of a United States court against us or our officers and directors in the PRC.

All of our directors and officers reside outside of the United States. In addition, substantially all of our assets are located outside of the United States. It may therefore be difficult for investors in the United States to enforce their legal rights based on the civil liability provisions of the U.S. federal securities laws against us in the courts of either the U.S. or Malaysia and, even if civil judgments are obtained in U.S. courts, to enforce such judgments in Malaysian courts.

Failure to comply with the U.S. Foreign Corrupt Practices Act and Malaysia anti-corruption laws could subject us to penalties and other adverse consequences.

We are required to comply the Malaysia’s anti-corruption laws and the United States Foreign Corrupt Practices Act, which generally prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. In addition, we are required to maintain records that accurately and fairly represent our transactions and have an adequate system of internal accounting controls. Foreign companies, including some of our competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in Malaysia. If our competitors engage in these practices, they may receive preferential treatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new licenses, which would put us at a disadvantage. Although we inform our personnel that such practices are illegal, we cannot assure you that our employees or other agents will not engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations. In addition, our brand and reputation, our sales activities or the price of our ordinary shares could be adversely affected if we become the target of any negative publicity as a result of actions taken by our employees or other agents.

We do not have liability business interruption, litigation or natural disaster insurance.

We do not have any business liability, disruption insurance or any other forms of insurance coverage for our operations in Malaysia because our business is still in planning and early stage. Any potential liability, business interruption, litigation or natural disaster may result in our business incurring substantial costs and the diversion of resources.

Because we derive all of our revenue from outside of the United States, we are subject to the risks of doing business internationally, including periodic foreign economic downturns and political instability, which may adversely affect our sales and cost of doing business in those regions of the world.

Factors relating to the operation of our business outside of the United States may have a material adverse effect on our business, financial condition and results of operations in the future, including:

·

fluctuations in exchange rates;

·

the imposition of governmental controls or changes in government regulations, including tax regulations;

·

export license requirements;

·

restrictions on the export of technology;

·

compliance with U.S. and international laws involving international operations, including the Foreign Corrupt Practices Act and export control laws;

·

restrictions on transfers of funds and assets between jurisdictions;

·

geo-political instability; et

·

trade restrictions, import/export duties and changes in tariffs.

In the future we may seek to expand our presence in certain foreign markets or enter emerging markets. Evaluating or entering into an emerging market may require considerable management time, as well as start-up expenses for market development before any significant sales and earnings are generated. Operations in new foreign markets may achieve low margins or may be unprofitable, and expansion in existing markets may be affected by local political, economic and market conditions. As we continue to operate our business globally, our success will depend, in part, on our ability to anticipate and effectively manage these and the other risks noted above. The impact of any one or more of these factors could materially adversely affect our business, financial condition and results of operations.

Risks Relating to our Common Stock

Our common stock is thinly traded and largely illiquid.

Our stock is currently quoted on the OTC Markets (OTC Pink). Being quoted on the OTC Pink market has made it more difficult to buy or sell our stock and from time to time has led to a significant decline in the frequency of trades and trading volume. Continued trading on the OTC Pink market will also likely adversely affect our ability to obtain financing in the future due to the decreased liquidity of our shares and other restrictions that certain investors have for investing in OTC Pink market traded securities. While we intend to eventually apply for a listing on the Nasdaq Stock Market (“Nasdaq”) or another stock exchange when our company is eligible, there can be no assurance when or if our common stock will be listed on Nasdaq or another stock exchange.

The market price of our stock is subject to volatility.

Because our stock is thinly traded, its price can change dramatically over short periods, even in a single day. An investment in our stock is subject to such volatility and, consequently, is subject to significant risk. The market price of our common stock could fluctuate widely in response to many factors, including:

·

developments with respect to patents or proprietary rights;

·

announcements of technological innovations by us or our competitors;

·

announcements of new products or new contracts by us or our competitors;

·

actual or anticipated variations in our operating results due to the level of development expenses and other factors;

·

changes in financial estimates by securities analysts and whether any future earnings of ours meet or exceed such estimates;

·

conditions and trends in our industry;

·

new accounting standards;

·

general economic, political and market conditions and other factors; et

·

the occurrence of any of the risks described in this prospectus.

You may have difficulty selling our shares because they are deemed “penny stocks”.

Because our common stock is not quoted on the Nasdaq National Market or Nasdaq Capital Market or listed on a national securities exchange, if the trading price of our common stock remains below $5.00 per share, which we expect for the foreseeable future, trading in our common stock will be subject to the requirements of certain rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which require additional disclosure by broker-dealers in connection with any trades involving a stock defined as a penny stock (generally, any non-Nasdaq equity security that has a market price of less than $5.00 per share, subject to certain exceptions). Such rules require the delivery, before any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally defined as an investor with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with a spouse). For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction before the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer and current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed on broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market liquidity of our common stock and the ability of holders of our common stock to sell their shares.

Because our shares are deemed “penny stocks,” FINRA rules make it difficult to remove restrictive legends.

Rules put in place by the Financial Industry Regulatory Authority (FINRA) require broker-dealers to perform due diligence before depositing unrestricted common shares of penny stocks, and as such, some broker-dealers, including large national firms, are refusing to deposit previously restricted common shares of penny stocks. As such, it may be more difficult for purchasers of shares in our private securities offerings to deposit the shares with broker-dealers and sell those shares on the open market.

We have no dividend policy at this juncture, stockholders will only benefit from owning common stock if it appreciates in value.

We have never declared or paid a cash dividend to stockholders. We intend to establish a dividend policy once the Company starts generating revenue and earnings.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that involve substantial risks and uncertainties. All statements, other than statements of historical fact, included in this prospectus regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management are forward-looking statements. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that the expectations underlying our forward-looking statements are reasonable, these expectations may prove to be incorrect, and all of these statements are subject to risks and uncertainties. Therefore, you should not place undue reliance on our forward-looking statements. We have included important risks and uncertainties in the cautionary statements included in this prospectus, particularly the section titled “Risk Factors” incorporated by reference herein. We believe these risks and uncertainties could cause actual results or events to differ materially from the forward-looking statements that we make. Should one or more of these risks and uncertainties materialize, or should underlying assumptions, projections or expectations prove incorrect, actual results, performance or financial condition may vary materially and adversely from those anticipated, estimated or expected. Our forward-looking statements do not reflect the potential impact of future acquisitions, mergers, dispositions, joint ventures or investments that we may make. We do not assume any obligation to update any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law. In the light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements.

USE OF PROCEEDS

With respect to shares of our common stock that may be offered and sold from time to time by the selling stockholders, we will receive no proceeds from the sale of shares of our common stock pursuant to this offering.

DIVIDEND POLICY

We cannot provide any assurance that we will declare or pay cash dividends on our common stock. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant.

CAPITALIZATION

The following table sets forth our capitalization as of  September 30, 2018.

September 30,
2018

Total liabilities

$ 2,711,867

Stockholders’ equity (deficit):

$ (2,372,617 )

Total capitalization

$ 339,250

DILUTION

The net tangible book value of our company as of September 30, 2018 was a deficit of $2,633,132 or  approximately ($0.00) per share of common stock. Net tangible book value per share is determined by dividing the tangible book value of our company (total tangible assets less total liabilities) by the number of outstanding shares of our common stock.

None of the proceeds from the sale of 322,388,472 shares of common stock offered by the selling stockholders will be paid to our company. Therefore, our net tangible book value will be unaffected by such sales.

MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY

AND RELATED STOCKHOLDER MATTERS

Market Information

Our shares of common stock are not traded on a national exchange; rather, they are traded on the OTC Pink Market under the symbol “NINK”. On November 26, 2018 the closing bid price for one share of common stock was $2.15. The following table sets forth, for the periods indicated, the high and low trade prices for our common stock as reported on the OTC PINK Market. During 2018 and 2017 our common stock did not trade above $3.

On November 1, 2016, our common stock was verified for trading on OTCQB Marketplace under the trading symbol NINK. Prior to that time, there was no public market for our stock. The following table sets forth for the indicated periods the high and low intra-day sales price per share for our common stock on the OTC Pink for the three quarters of 2018, for the four quarters of 2017, and for the two quarters of 2016.

High

Alacsony

2018: First Quarter

$ 2.35

$ 2.20

2018: Second Quarter

$ 2.35

$ 1.80

2018: Third Quarter

$ 2.15

$ 1.80

2017: First Quarter

$ 1.50

$ 0.60

2017: Second Quarter

$ 2,21

$ 1.10

2017: Third Quarter

$ 2.45

$ 1,65

2017: Fourth Quarter

$ 2.40

$ 1.55

2016: Third Quarter

$ 0.01

$ 0.01

2016: Fourth Quarter

$ 0.65

$ 0.01

Holders of our Common Stock

As of November 26, 2018, 1,426,927,346 shares of our common stock were outstanding and held of record by approximately 278 stockholders of record.

Securities Authorized for Issuance Under Equity Compensation Plans

We have not adopted an Equity Compensation Plan.

DESCRIPTION OF BUSINESS

OUR COMPANY

We conduct our operations through our controlled consolidated subsidiary SBS Mining Corp. Malaysia Sdn. Bhd. (hereinafter referred to as “SBS”). SBS, founded on August 14, 2008, is a Malaysian corporation primarily engaged in trading activities for certain mineral ores and mining and exploration of properties located in Malaysia.

OUR CORPORATE HISTORY AND BACKGROUND

The Company was incorporated in the State of Nevada on September 5, 2012. November 30e has been established as the Company’s fiscal year end. On July 4, 2018, the Board of Directors of the Company approved changing the fiscal year-end of the Company from November 30 to June 30 as a result of the SBS Acquisition. The Company was initially created to engage in developing a built in safe with a combination lock that can store personal and or valuable items, inside of backpacks, carry-on luggage and suitcases. Since its inception and until the acquisition of SBS, the Company was a development stage company without significant assets or any revenue.

On October 31, 2016, a change in control of the Company occurred by virtue of the Company's largest shareholder sold 60,750,000 shares of the Company’s common stock to the Company’s current Chairman , Ong Tee Keat, an individual residing in Malaysia, which represented 60.22% of the Company’s total issued and outstanding shares of common stock at that time. Such 60,750,000 shares sold represented all of the shares of the Company’s common stock owned by such prior shareholder.

On October 31, 2016, the Company filed a Certificate of Amendment with the Nevada Secretary of State (the “Nevada SOS”) whereby it amended its Articles of Incorporation by (a) increasing the Company’s authorized number of shares of common stock from 200 million to 5 billion; and (b) increasing all of its issued and outstanding shares of common stock at a ratio of seven (7) shares for every one (1) share held. The Company’s Board of Directors approved this amendment on October 26, 2016.

On November 3, 2016, the Company filed Articles of Merger with the Nevada SOS whereby it entered into a statutory merger with its wholly-owned subsidiary, NAMI Corp. pursuant to Nevada Revised Statutes 92A.200 et. seq. The effect of such merger is that the Company was the surviving entity and changed its name to “NAMI Corp.”

Acquisition of SBS

On July 12, 2018, we completed a reverse acquisition transaction through a share exchange with GMCI, the sole SBS shareholder, whereby we acquired 100% of the outstanding shares of SBS from GMCI in exchange for 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 Shareholder, GMCI, became our controlling stockholder. 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.

Immediately prior to the Share Exchange, GMCI owned all of the issued and outstanding capital stock of SBS. As a result of our acquisition of SBS, we now own all of the issued and outstanding capital stock of SBS. Subsequent to the closing of the Share Exchange Agreement, we conduct our operations through our controlled consolidated subsidiary SBS. SBS is primarily engaged in mining and exploration of properties located in Malaysia.

On July 4, 2018, the Board of Directors of the Company approved changing the fiscal year-end of the Company from November 30 to June 30 as a result of the SBS Acquisition.

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 restrictive shares of Nami owned by GMCI to the stockholders of the GMCI (collectively, the “Nami Stock Dividend”). The Nami Stock Dividend was completed on August 21, 2018.

ÁTTEKINTÉS

SBS, founded in August 14, 2008, is a Malaysian corporation primarily engaged in bauxite financing and trading, as well as mining and exploration of properties located in Malaysia.

SBS is located at No 1, 1st Floor, Lorong Sekilau 1, Bukit Sekilau, 25200 Kuantan, Pahang Darul Makmur, Malaysia.

On March 26, 2015, GMCI entered into a Share Exchange Agreement (the “GMCI Agreement”) with all of the shareholders of SBS. Pursuant to the GMCI Agreement, GMCI acquired 600,000 shares of capital stock of SBS (the “Original SBS Shares”) from the SBS original shareholders (the “SBS Original Shareholders”) and in exchange issued 500,000,000 restricted shares of its common stock to the SBS Original Shareholders.

The 600,000 Original SBS Shares constituted all of the issued and outstanding shares of SBS and were held by a total of three (3) shareholders, including the GMCI's sole director and Chief Executive Officer, Mr. Lok Khing Ming. Mr. Lok Khing Ming owned ten percent (10%) of Original SBS Shares, or 60,000 shares. The remaining shares were owned by Mr. Liew Chin Loong (90,000 shares; 15%), who resides in Malaysia and LYF & Son Realty Sdn. Bhd., a Malaysian corporation (450,000 shares; 75%). Pursuant to the GMCI Agreement, Mr. Lok received 50 million shares of the GMCI's common stock; Mr. Liew received 75 million shares; and LYF & Son Realty Sdn. Bhd. received 375 million shares, respectively. As a result of the GMCI Agreement, SBS became a wholly owned subsidiary of GMCI and GMCI carried on the business of SBS as its primary business. The closing of the GMCI Agreement occurred on April 23, 2015.

In August 2018, SBS designated a new class of preferred equity, designated up to 18% redeemable cumulative preference shares, in its attempt to raise capital for business expansion and exploration of 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 of up 18% 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 of SBS. The preferred shares automatically convert to NAMI Corp common shares at the rate of USD $1.50 on the value translated into USD of each redeemable cumulative preference share at the company redemption date which is the 2nd anniversary of the issuance date. 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 of SBS. 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 make its quarterly dividend payment on a timely basis, the holders of the preferred equity receive the right to vote on any and all general corporate matters of SBS on a 1 for 1 basis with the number of preferred shares held. In August 2018, SBS commenced an equity raise of up to RM 50,000,000 (approximately $12.4 million USD) through the issuance of cumulative 12% redeemable preference shares and as of the date of this filing, we have raised RM 280,000 (approximately $70,000 USD).

Products and Suppliers

Bauxite Financing

Until 2016, SBS was focused on exploration activities in order to develop properties for producing metal ores, such as iron ore, bauxite and tin ore. SBS held licenses to two (2) properties located in Malaysia and on which it was prospecting for iron ore mining. The total mining area included as part of those two (2) licenses consisted of 100 (hectares (247 acres). At the time that the GMCI Agreement was concluded (approximately the second quarter of 2015), the market price for iron ore was between $45 and $65. SBS believed that there would be a downward trend for iron ore prices and eventually the market price fell below $45 in December 2015. Therefore, SBS commenced a plan to move into financing bauxite mining and trading in the surrounding area. In January 2016, SBS' two (2) licenses expired and as a result of the lack of economic viability in the marketing of iron ore, management determined not to renew these licenses upon expiration.

SBS provides financing for the acquisition, stockpiling storage, exporting and shipment of bauxite ore from Malaysia. Currently, SBS has provided funding to Sincere Pacific Mining (M) Sdn. Bhd. (“Sincere Pacific”) to purchase and sell and export bauxite through a verbal agreement. Sincere Pacific is considered as a related party as Mr. Liew Chin Loong, is also a fifty percent (50%) owner and a director of Sincere Pacific.

SBS and Sincere Pacific have verbally agreed to work in partnership to acquire and arrange transport for stockpiled bauxite shipments to Mainland China. Services required for the loading, processing and transport of bauxite from mine sites to the port will be provided by SBS and Sincere Pacific directly. Sincere Pacific has agreed to manage all labor, processing, transport and export of the ore until such time as the parties have concluded a total of seven (7) shipments.

Sincere Pacific holds a special permit from the government of Malaysia which allows it to hold up to 1.8 million metric tonnes (all tonnes referred to herein are metric) of bauxite stockpile for shipment at Felda Bukit Goh, Kuantan. This permit has no expiration date. Sincere Pacific and SBS intend to conclude approximately seven (7) shipments under this permit. As of June 30, 2018, the two parties have concluded five shipments and expect the remaining two shipments to be concluded in the 3rd or 4e quarter of 2018. On March 22, 2018, Sincere Pacific obtained an additional bauxite export license for a total tonnage of 124,160.67 metric tonnes. The permit expired on April 30, 2018. No shipment was delivered during this period. Sincere Pacific acquires or purchases bauxite from multiple sources in Malaysia for selling the ore to customers in China.

Upon purchasing bauxite in Malaysia, Sincere Pacific processes the ore in its facilities, then stockpiles the ore pending shipment. Each shipment of bauxite consists of up to 55,000 metric tonnes. SBS does not take physical possession of the minerals at any time. It has been agreed between the parties that SBS shall receive a commission based on the gross amount of washed bauxite tonnage of up to 20,000 metric tonnes per shipment. Thereafter, if successful, the two parties will enter a formal agreement with respect to further shipments under newly negotiated terms. It is anticipated that the sales price obtained by Sincere Pacific for unwashed bauxite could gross a total of US$24.50 to US$26.00 per dry and delivered metric tonne, free on board stowed and trimmed, subject to certain penalties or bonus based on the percentage of certain mineral compounds present (primarily aluminum oxide and silicon dioxide). Sincere Pacific issues payment to SBS upon successful conclusion of shipments, at an agreed US$1.00 per delivered dry tonne, net any applicable fees such as storage, etc. The parties intend to formalize a written agreement for future mineral trading activities following successful conclusion of approximately seven (7) shipments whereby SBS will receive commissions on up to 140,000 gross tonnes.

However, the price at which Sincere Pacific sells a shipment of bauxite is subject to negotiation and current market prices. Therefore, this average net income of US$1.00 per tonne payable to SBS is subject to adjustment and possible volatility.

To date, Sincere Pacific has completed five (5) shipments of bauxite and SBS has provided Sincere Pacific with $614,226 (RM$2,504,769) of financing used towards a portion of these shipments. Of the total financing advanced by SBS, $186,744 (RM$800,000) has been repaid by Sincere Pacific as of the date of this filing. Through June 30, 2018, SBS has received revenue of $84,271 (RM$350,306) in commissions from Sincere Pacific from its bauxite trading operations.

Currently bauxite trading business between SBS and Sincere Pacific is the only source of income for SBS.

Sea Sand Mining

On August 30, 2017, SBS entered into a partnership agreement with JHW Holdings Sdn Bhd (“JHW”), a private limited company incorporated in Malaysia, to establish a venture for sea sand mining and dredging at the site of Peninsular Malaysia coast line. Pursuant to the agreement, JHW has submitted an application (the “Application”) to the government of Malaysia to extract and explore sea sand in an area of approximately 1,113km2 located at the coastline of State of Terengganu, Malaysia (the “Area”) on June 14, 2017 and the said Application was approved on August 29, 2017 subject to conditions for JHW to complete quantitative and qualitative studies of sand resources, hydrographic measurement, hydraulic study of computerized models, and environmental impact assessment (“EIA”) report within six months of the approval subject to renewal and extension. On September 8, 2017, JHW applied for revision of the Area to 383 km2 and revision approval had been obtained on November 7, 2017. JHW is responsible to carry out and submit to relevant authorities all necessary study reports including but not limited to EIA report, feasibility and hydraulic studies in respect of the Area upon approval (the “Final Approval”) of the Application. SBS is responsible to bear all costs and expenses to be incurred with respect to such applications. SBS has the exclusive rights to operate mining and extraction in the Area and is responsible for planning the operation, supervision, coordination, management and implementation of the mining operations of the Area. Data collection (field work) for EIA report processing has been completed and the report has been reviewed and approved by thirteen government departments and agencies including Fishery, Sociobiological, and Environmental departments. Currently, SBS is pending the final approval from the Ministry of Water, Land and Natural Resources and Environment which will grant us permission to start mining and extraction of sea sand in the Area. SBS has agreed to pay JHW a refundable payment in amount of RM 500,000 which shall accrue and become payable upon the issuance of Final Approval of the Area by the Government of Malaysia. SBS agrees that net income from the operation of the mining activities in the Area shall be divided 25% to JHW and 75% to SBS. The Agreement shall be terminated upon irrevocable rejection for Final Approval of the said Application of the said area. JHW expects to receive the Final Approval from government of Malaysia in the 4e quarter ended December 2018.

The general location of the sea sand mining area is provided in the map below.

OUR INDUSTRY

Bauxite Trading

The shipments and demand for bauxite from Malaysia has increased, as illustrated by the fact that the People's Republic of China (“China”) imported 14 times more bauxite from Malaysia in November 2014 than in March 2014, after an export ban in Indonesia stopped supplies of the ore to China, which is the world's biggest consumer of industrial metals. As at the date of this report, the ban imposed on Indonesia has been lifted, which could lessen China's increased purchase of bauxite from Malaysia. (see http://www.themalaymailonline.com/money/article/indonesias-bauxite-ban-malaysias-boom#Y9AbyelSfUL4o1Uj.97)

Bauxite mines are springing up in Malaysia and shipping an increasing amount to China, helping fill the gap left when Indonesia banned ore exports in January 2015.

According to an article published on March 2, 2017, on Fairplay.IHS.com, China is the world's largest aluminum producer, representing 54% of the global primary aluminum production. Bauxite is the raw material used for the production of aluminum. China will need around 130 million tonnes of bauxite each year to feed its aluminum industry. In 2016, China imported 51.8 million tonnes of bauxite. (see http://fairplay.ihs.com/commerce/article/4282936/bauxite-shipments-set-for-shake-up)

In 2014, Malaysia exported 3.2 million tonnes of bauxite globally, compared to 154,044 metric tonnes in 2013. In 2015, Malaysia exported 24.3 million tonnes, resulting in $1.1 billion of revenue to exporters. China accounts for 99% of Malaysia's export of bauxite. In 2016, the government of Malaysia halted all mining activities and ordered to clear about the country's huge stockpile inventory of bauxite, requiring all exports to be done pursuant to approved permits issued by the Malaysian government. This ban on the mining of bauxite remains in place as of the date of this filing. As a result, Malaysia exported 7.4 million metric tonnes of bauxite in 2016. (see http://www.alcircle.com/bauxite/newscircle/market/detail/26443/malaysia-exported-24-million-tons-of-bauxite-to-china-in-2015-up-650-yoy) The Department of Statistics of Malaysia has not published the official export amount of bauxite from Malaysia for the year 2017 and 2018.

Sea Sand Mining

The process of sea sand mining is extracting sand from the ocean bed with heavy machinery. Then sands are dredged and stored into bunkers or vessels which will be shipped to a buyer’s destination. In commercial businesses, sands are mainly used as construction materials (brick, concrete, and roads) and for land reclamation (also known as landfills). In addition, a full Environmental Impact Assessment (EIA) must be carried out to ensure the mining is done responsibly, keeping in balance with wildlife and ecosystem within its vicinity.

The demand for sea sand has soared globally mostly for industrial and land reclamation purposes. According to the United Nation Commodity Trade Statistics Database (UN COMTRADE), international trades value has increased six fold in the last 25 years. (source link: http://comtrade.un.org). The Department of Mineral & Geoscience Malaysia in 2015 reported that Singapore is Malaysia’s largest importers for sand & gravel (47%), followed by Thailand (29%) and Vietnam (14%). (source link: http://www.nre.gov.my)

COMPETITION

Currently, we do not have any direct competition with respect to the specific properties we hold licenses to. Sincere Pacific is one of the few holders of Approved Permits in Malaysia to export bauxite. It has little competition in terms of purchasing and exporting bauxite.

In terms of developing our business plan and conducting exploration and later deposit development, we expect to compete for qualified geological and environmental experts to assist us in our exploration of mining prospects, as well as any other consultants, employees and equipment that we may require in order to conduct our operations.

Currently, there is significant competition for financial capital to be deployed in mining and material extraction. Therefore, it is difficult for smaller companies such as us to attract investment for its exploration activities. We cannot give any assurances that we will be able to compete for capital funds, and without adequate financial resources management cannot assure that the Company will be able to compete in exploration activities and ultimately in material deposit development, production and sales.

MARKETS, SALES AND DISTRIBUTION

If we are able to obtain the Final Approval from relevant government authorities and decide to proceed with our sea sand mining business, we plan to distribute and sell sand to customers from the neighboring countries such as Singapore, Thailand, Vietnam, Brunei and Cambodia. Overall demand for sand in the market is high. Singapore remains the largest importer for sand for land reclamation, by filling the sea along its coast with imported sand, Since 1960 Singapore has expanded its physical size by 24%. (source link: http://www.bloomberg.com/news/articles/2017-10-30/singapore-is-finding-it-harder-to-grow-literally). The Department of Mineral & Geoscience Malaysia in 2015 reported that Singapore is Malaysia’s largest importers for sand & gravel (47%), followed by Thailand (29%) and Vietnam (14%). (source link: http://www.nre.gov.my)

In Vietnam, scientists from the Vietnam Institute of Transport Science & Technology (“ITST”) warns that the domestic supply of natural sand is nearing an end and could be depleted by 2022 due to excessive exploitation (source link: http://www.straitstimes.com/asia/se-asia/vietnam-to-run-out-of-sand-in-5-years-say-experts). Furthermore, illegal mining activities in Vietnam reaches epidemic proportions where the Deputy Ministry of Public Security, Senior Lieutenant General, Le Quy Yong had detected more than 4,300 violations in more than 8,000 inspections in the past years. (source link: http://www.asiaone.com/asia/illegal-sand-mining-vietnam-reaches-epidemic-proportions).

In Indonesia, the locals resist sand mining & construction of artificial islands due to potential harm to fish stocks and environment. Report shows locals mount fierce resistance against sand mining and land reclamation in Makassar as well as southern tip of Indonesia Sulawesi island and this has puts on hold by the provincial government (source link: http://www.business-humanrights.org/en/indonesia-locals-resist-sand-mining-and-construction-of-artificial-islands-due-to-potential-harm-to-fish-stocks-and-environment).

Cambodia bans exports of coastal sand, mainly to Singapore. Cambodia has outlawed sand exports when it is primarily funneled in huge quantities to Singapore. However, it appears that previous bans had failed to stem the export (source link: http://www.asiaone.com/singapore/cambodia-bans-exports-coastal-sand-mainly-singapore). Furthermore, internal reports from the United Nations questioned Cambodia’s sand exports where UN data showed that Cambodia had exported $752 million worth of sand to Singapore. In spite of such reports of wide-scale exports, Cambodia only reported $5 million worth of trade value exported to Singapore. This large-scale dredging would certainly have an adverse impact on the natural environment and the local communities (source link: http://www.rfa.org/english/news/cambodia/sand-storm-11022016160124.html).

Due to our neighboring countries having prohibited exporting sand due to adverse environmental impact, Malaysia is seeing a higher demand for sea sand in the export markets.

INTELLECTUAL PROPERTY

SBS has no significant intellectual property as of the date of this filing.

PROPERTIES

(1) Office lease 1

On July 10, 2015, SBS entered into a two-year lease commencing August 1, 2015 for office premises in Lorong 3/137C, Off Jalan Klang Lama, 58000 Kuala Lumpur. Under the terms of the lease the Company will pay monthly rent of $606 at current exchange rate (RM 2,600) and shall be responsible for all monthly utilities. The Company has paid a deposit of two months' rent and a deposit for utilities with a cumulative total of $1,823 (RM 7,800). The annual lease commitment, exclusive of utilities is noted below: Fiscal 2018 – $606 (RM 2,600). The lease was expired in July 2017.

(2) Office lease 2

On July 25, 2016 and September 15, 2016 respectively the Company entered into lease agreements for two individual corporate offices at Tower 1, Avenue 3, The Horizon, Bangsar South City, Kuala Lumpur, Malaysia 59200. The leased premises occupy a total of 5,652 square feet on level 1 and 5,773 square feet on level 5, and each allowed for one month free rent in order to renovate and occupy the space.

Under the terms of the lease(s) the Company will pay monthly rent of $7,242 USD (RM 31,086) for Level 1 and $7,397 (RM 31,752) for Level 5, and shall be responsible for all monthly utilities. The Company has recorded deferred rent for each of the Level 1 and Level 5 leases in the amount of one month's rent respectively for each of the leases in order to account for the free month of occupancy included in the terms of the lease. Deferred rent is being amortized over the term of the leases. Security deposits of two months' rent for Level 1 and Level 5 totaling $43,917 (RM 188,513), and a deposit for utilities with a cumulative total of $7,320 (RM 31,419) were remitted by a related party. The annual lease commitments, exclusive of utilities is noted as: Fiscal 2018 – $175,670 (RM 754,056).

The two leases were terminated on March 31, 2018.

(3) Office lease 3

Currently, a director of SBS has leased shared office space for SBS operations the cost of which is $355 (RM$1,500 per month), the use of which is provided to the Company free of charge by the SBS director. The operating office is located at No 1, 1st Floor, Lorong Sekilau 1, Bukit Sekilau, 25200 Kuantan, Pahang Darul Makmur, Malaysia.

REGULATION

Because our operating subsidiary SBS is located in Malaysia, our business is regulated by the national and local laws of Malaysia. We believe our conduct of business complies with existing Malaysia laws, rules and regulations.

Bauxite exports require Approved Permits issued by the Ministry of Malaysia. Sincere Pacific was issued an Approved Permit which can be renewed with the Malaysian government.

The exploration and development of a mining prospect in Malaysia is subject to regulation by a number of governmental authorities. The regulations address many environmental issues relating to air, soil and water contamination and apply to many mining related activities including exploration, mine construction, mineral and ore extraction, ore milling, water use, waste disposal and use of toxic substances.

¨

The Mineral Development Act of 1994 (“MDA”) defines the powers of the Federal Government on matters pertaining to the inspection and regulation of mineral exploration, mining and other related issues. The legislation is enforced by the Department of Minerals and Geosciences of Malaysia.

¨

The State Mineral Enactment (“SME”) provides that each State has its own legislation to govern mining activities within its jurisdiction. The State Mineral Enactment provides the States with the powers and rights to issue mineral prospecting and exploration licenses and mining leases and other related matters.

¨

Continental Shelf Act of 1966 is an Act relating to continental shelf of Malaysia, the exploration thereof and the exploitation of its natural resources. Application of license for mining activities on getting sand from sea-bed is regulated under this Act.

In addition, we are subject to regulations relating to labor standards, occupational health and safety, mine safety, general land use, export of minerals and taxation. Many of the regulations require permits or licenses to be obtained and the filing of certain notices, the absence of which or inability to obtain will adversely affect the ability for us to conduct our exploration, development and operation activities. The failure to comply with the regulations and terms of permits and licenses may result in fines or other penalties or in revocation of a permit or license or loss of a prospect.

INSURANCE

Insurance companies in Malaysia offer limited business insurance products. While business interruption insurance is available to a limited extent in Malaysia, we have determined that the risks of interruption, cost of such insurance and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. As a result, we could face liability from the interruption of our business as summarized under “Risk Factors – Risks Related to Our Business – We do not carry business interruption insurance so we could incur unrecoverable losses if our business is interrupted.

LEGAL PROCEEDINGS

Our company is not a party to any material legal proceedings.

PRINCIPAL ADDRESS

Our principal address is located at Unit M2-3, Level M2, The Vertical Podium, Avenue 3, Bangsar South City, No 8 Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia. Our telephone number is +603 – 2242 4913.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this registration statement (see note below). The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Áttekintés

We conduct our operations through our consolidated subsidiary SBS Mining Corp. Malaysia Sdn. Bhd. (hereinafter referred to as “SBS”). SBS, founded in August 14, 2008, is a Malaysian corporation primarily engaged in mining and exploration of properties located in Malaysia. It is located at No 1, 1st Floor, Lorong Sekilau 1, Bukit Sekilau, 25200 Kuantan, Pahang Darul Makmur, Malaysia.

NAMI Corp. (the “Company”) was incorporated in the State of Nevada on September 5, 2012. The Company was initially created to engage in developing a built in safe with a combination lock that can store personal and or valuable items, inside of backpacks, carry-on luggage and suitcases. Since its inception and until the acquisition of SBS, the Company was a development stage company without significant assets or any revenue.

On October 31, 2016, the Company filed a Certificate of Amendment with the Nevada Secretary of State (the “Nevada SOS”) whereby it amended its Articles of Incorporation by (a) increasing the Company’s authorized number of shares of common stock from 200 million to 5 billion; and (b) increasing all of its issued and outstanding shares of common stock at a ratio of seven (7) shares for every one (1) share held. On November 3, 2016, the Company filed Articles of Merger with the Nevada SOS whereby it entered into a statutory merger with its wholly-owned subsidiary, NAMI Corp. pursuant to Nevada Revised Statutes 92A.200 et. seq. The effect of such merger is that the Company was the surviving entity and changed its name to “NAMI Corp.”

Recent Developments

Acquisition of SBS

On July 4, 2018, we entered into a Share Exchange Agreement with SBS, and GMCI Corp, the shareholder of SBS, pursuant to which on closing date of July 12, 2018 we acquired all of the outstanding shares of SBS Shares from the GMCI in exchange for an issuance of 720,802,346 shares of our common stock, representing approximately 102.08% of our outstanding shares of common stock. We closed the Share Exchange transaction on July 12, 2018. Based on the negotiation between the parties, both parties agreed that after the transaction, our former shareholders shall own 49.49% while the GMCI shall own 50.51% of the capital stock of the Company. Pursuant to the Share Exchange Agreement, the Company acquired SBS, a Malaysian corporation whose primary business is mining and exploration of properties located in Malaysia. The SBS Acquisition was accounted for as a “reverse acquisition” effected as a recapitalization effected by a share exchange, wherein SBS is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized. As a result of the SBS Acquisition, our consolidated subsidiaries include SBS, our wholly-owned subsidiary which is incorporated under the laws of Malaysia.

SBS was incorporated on August 14 2008 with the name SBS Legacy Corp Malaysia Sdn Berhad with an authorized share capital of RM100,000 and paid in capital of RM3. It changed to its current name of SBS Mining Corporation Malaysia Sdn Bhd on March 28, 2013. As of March 31 2018, SBS has registered share capital of RM600,000 at RM1 per share. Subsequent to the closing of the Share Exchange Agreement, we conduct our operations through our controlled consolidated subsidiary SBS. SBS is primarily engaged in mining and exploration of properties located in Malaysia. SBS operating office is located at No 1, 1st Floor, Lorong Sekilau 1, Bukit Sekilau, 25200 Kuantan, Pahang Darul Makmur, Malaysia.

Under US GAAP, when a registrant is a public shell, as defined under the Securities Act, and acquires an operating company through the issuance of greater than 50% of the its outstanding stock, the transaction is treated as a recapitalization of the operating company and not as a business combination. As part of that reporting, the financial statements of the registrant are replaced for all periods prior to the acquisition by those of the operating company. Because of this, all of the following discussions regarding results of operations and liquidity and financial condition as of June 30, 2018 and 2017 are those of our subsidiary SBS, and do not include any information on NAMI Corp.

Comparison of the three months ended September 30, 2018 and 2017

Results of Operations

Going Concern

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities. In August 2018, we commenced an equity raise of up to MYR 50,000,000 (approximately $12.4 million USD) through the issuance of cumulative 12% redeemable preference shares and as of the date of this filing, we have raised MYR 280,000 (approximately $70,000 USD). We can make no assurance that we will be able to raise adequate funds through this offering.

The following summary of our results of operations should be read in conjunction with our financial statements for the three months ended September 30, 2018, and 2017, which are included herein.

Our operating results for three months ended September 30, 2018, and 2017, and the changes between those periods for the respective items are summarized as follows:

Three months ended

September 30,

2018

2017

Change

%

Sales

$

$ 49,281

$ (49,281 )

100 %

Operating expenses

173,983

118,080

(55,903 )

-47

%

Other Expense

30,057

27,404

(2,653 )

-10

%

Net loss

$ (204,040 )

$ (96,203 )

$ 107,837

-112

%

Other Comprehensive Income (Loss):

$ 47,450

$ (25,278 )

$ 72,728

288 %

Comprehensive loss

$ (156,590 )

$ (121,481 )

$ 35,109

-29

%

The Company did not recognize any revenues for the three months ended September 30, 2018. In the three months ended September 30, 2017, the Company earned revenue from its bauxite trading activities and concluded shipments for an additional 60,000 tonnes of gross washed bauxite (net dry weight of 49,006 tonnes) for net commissions of $49,281 converted at agreed rates of conversion to RM of between 3.857 and 4.3021 for total proceeds of MYR 210,005, after adjustment for certain offset required.

Our financial statements reported a net loss of $204,040 for the three months ended September 30, 2018 compared to a net loss of $96,203 for the three months ended September 30, 2017. Our losses have increased, primarily as a result of a decrease in operating expenses of $61,753. The decrease in operating expenses was primarily the result professional and other consulting fees incurred by our parent Nami Corp. The amounts shown for the three months ended September 30, 2017 are only those of SBS.

Other expense increased to $30,057 for the three months ended September 30, 2018, compared to $27,404 for the three months ended September 30, 2017. Other expense related to interest expense imputed for our non-interest bearing advances from related parties. 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 directors and entities related to our directors.

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

Liquidity and Financial Condition

Working Capital

September 30,

June 30,

Change

Change

2018

2018

somme

%

Készpénz

$ 39,248

$ 19,072

$ 20,176

106 %

Current Assets

$ 78,735

$ 22,840

$ 55,895

245 %

Current Liabilities

$ 2,711,867

$ 2,170,420

$ 541,447

25 %

Working Capital

$ (2,633,132 )

$ (2,147,580 )

$ (485,552 )

23 %

Our working capital deficit increased as of September 30, 2018, as compared to June 30, 2018, primarily due to an increase in current liabilities from Nami Corp. The amounts shown for June 30, 2018 are only those for SBS.

In the coming quarters, prior to obtaining any permits or licenses, our largest cash outlays will be in regards to (1) professional fees for work performed for our reporting as part of NAMI Corp and (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. In the coming quarters we will be required to pay our consultants.

In addition, we are currently in negotiations with a related entity, Nami Development Capital Sdn Bhd (“NDC”), to enter into a management services agreement or relationship in which NDC provides us with executive, technical and support staff, offices and other resources, instead of the Company hiring and acquiring all of those resources directly. At this time, those negotiations are still in preliminary stages, and no estimate is currently available for our expected costs.

Cash Flows

Three months ended

September 30,

Change

2018

2017

somme

Cash Flows provided by (used in) operating activities

$ (229,539 )

$ (39,885 )

$ (189,654 )

Cash Flows used in investing activities

$ (13,597 )

$ 186,135

$ (199,732 )

Cash Flows used in financing activities

$ 264,885

$ (132,146 )

$ 397,034

Effects on changes in foreign exchange rate

$ (1,573 )

$ 289

$ (1,862 )

Net decrease in cash during period

$ 20,176

$ 14,393

$ (34,569 )

Operating Activities

Net cash used in operating activities was $229,539 for the three months ended September 30, 2018 compared with net cash used in operating activities of $39,885 in the same period in 2017.

During the three months ended September 30, 2018, cash provided by operating activities consisted of a net loss of $204,040, depreciation, depletion, amortization and impairment of $2,810, imputed interest on non-interest bearing related party advances contributed as paid in capital of $33,064, and changes in prepayment of $21,430, other receivable and deposits of $9,247 and accounts payable and accrued liabilities of $30,696.

During the three months ended September 30, 2017, cash used in operating activities consisted of a loss of $96,203, depreciation of $12,006, rent expenses contributed to additional paid in capital of $352, imputed interest contributed as paid in capital of $27,404, and changes in other receivable and deposits of $657, and deferred rent expenses of $1,956, and accounts payable and accrued liabilities of $17,855.

Investing Activities

Net cash used in investing activities was $13,597 for the three months ended September 30, 2018, compared to $186,135 provided by financing activities in the same period in 2017. During the three months ended September 30, 2018 the Company purchased $13,597 of property and equipment. During the three months ended September 30, 2017, the Company was repaid $187,932 of investment in mineral trading, related party, and property and equipment of $1,797 was purchased.

Financing Activities

Net cash from financing activities was $264,885 for the three months ended September 30, 2018, compared to $132,149 used in financing activities in the same period in 2017. Net cash from financing activities for the three months ended September 30, 2018 included $9,773 from the issuance of Series A Preferred stock, $270,276 from advances received from related parties, offset by $15,164 repayments of related party advances. Net cash from financing activities for the three months ended September 30, 2017 included $132,146 repayments of related party advances.

Comparison of Years Ended June 30, 2018 and 2017

Results of Operations

Going Concern

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities. In August 2018, we commenced an equity raise of up to RM 50,000,000 (approximately $12.4 million) through the issuance of cumulative 12% redeemable Preferred Shares and as of the date of this filing, we have raised RM 280,000 (approximately $70,000 ). We can make no assurance that we will be able to raise adequate funds through this offering.

The following summary of our results of operations should be read in conjunction with our financial statements for the years ended June 30, 2018 and 2017, which are included herein.

Our operating results for the year ended June 30, 2018, and June 30, 2017 and the changes between those periods for the respective items are summarized as follows:

Year ended

June 30,

2018

2017

Change

%

Sales

$ 51,534

$ 32,737

$ 18,797

57 %

Operating expenses

387,340

457,955

(70,615 )

(15 )%

Other Expense

123,898

100,175

23,723

24 %

Net loss

$ (459,704 )

$ (525,393 )

$ 65,689

(13 )%

Other Comprehensive Income (Loss):

$ (97,152 )

$ 68,370

$ (165,522 )

(242 )%

Comprehensive loss

$ (556,856 )

$ (457,023 )

$ (99,833 )

22 %

We commenced operations in regards to trading in bauxite during the year ended June 30, 2017. During the year ended June 30, 2018 the Company earned revenue from its bauxite trading activities and concluded shipments for an additional 60,000 tonnes of gross washed bauxite (net dry weight of 49,006 tonnes) for net commissions of $51,534 converted at agreed rates of conversion to RM of between 3.857 and 4.3021 for total proceeds of RM 210,005, after adjustment for certain offset required. While we expect Sincere to have additional tonnage available for shipment in the following year, we can make no assurances that we will have additional trading revenue in fiscal 2019. In future periods, should we be successful and obtain the permits and licenses we have submitted, we expect operations, and therefore revenues, to increase substantially above the current levels.

Our financial statements reported a net loss of $459,704 for the year ended June 30, 2018 compared to a net loss of $525,393 for the year ended June 30, 2017. Our losses have decreased, primarily as a result of a decrease in operating expenses of $70,615. The decrease in operating expenses was primarily the result of a decrease in payroll of $77,303. After March 31, 2018, we reduced staff and operating activities while we wait upon governmental review at the state and federal levels in Malaysia for our permit and license applications for sea sand mining operations and export sales. In future periods, should we be successful and obtain the permits and licenses we have submitted, we expect operations to increase substantially above the current levels of operations.

Other expense increased to $123,898 for the year ended June 30, 2018, compared to $100,175 for the year ended June 30, 2017. Other expense related to interest expense imputed for our non-interest bearing advances from related parties. 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 directors and entities related to our directors.

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

Liquidity and Financial Condition

Working Capital

June30,
2018

June 30,

2017

Change

%

Current assets

$ 22,840

$ 253,107

$ (230,267 )

(91 )%

Current liabilities

$ 2,170,420

$ 1,766,969

$ 403,451

23 %

Working capital (deficit)

$ (2,147,580 )

$ (1,513,862 )

$ (633,718 )

42 %

Our working capital deficit increased as of June 30, 2018, as compared to 2017, primarily due to a decrease in current assets and an increase in current liabilities. The decrease in current assets was primarily due to a decrease in deposit on Mineral property of $186,372. The increase in current liabilities was primarily due to an increase in amount due to related parties of $252.445, other payables and accruals of $99,555 and stock payable of $59,530.

In the coming quarters, prior to obtaining any permits or licenses, our largest cash outlays will be in regards to (1) professional fees for work performed for our reporting as part of NAMI Corp and (2) for the consultants as part of their work in submitting for our permits and licenses and the 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. In the coming quarters we will be required to pay our consultants. Included in our accrued expenses as of June 30, 2018 are fees for these consultants of approximately RM 243,000 (approximately $60,000 USD) and in addition, based on certain milestones within our contract, the consultants are due an additional RM 323,000 (approximately $80,000 USD) upon successfully completing those milestones.

In addition, we are currently in negotiations with a related entity, Nami Development Capital Sdn Bhd (“NDC”), to enter into a management services agreement or relationship in which NDC provides us with executive, technical and support staff, offices and other resources, instead of the Company hiring and acquiring all of those resources directly. At this time, those negotiations are still in preliminary stages, and no estimate is currently available for our expected costs.

Cash Flows

Year ended

June 30,

2018

2017

Change

%

Cash provided by (used in) operating activities

$ 12,512

$ (216,726 )

$ 229,238

(106 )%

Cash used in investing activities

$ (38,090 )

$ (34,814 )

$ (3,276 )

9 %

Cash provided by financing activities

$ 33,563

$ 255,833

$ (222,271 )

(87 )%

Cash and cash equivalents on hand

$ 19,072

$ 9,852

$ 9,220

94 %

Operating Activities

Net cash provided by operating activities was $12,512 for the year ended June 30, 2018 compared with net cash used in operating activities of $216,726 in the same period in 2017.

During the year ended June 30, 2018, cash provided by operating activities consisted of a net loss of $459,704, depreciation, depletion, amortization and impairment of $42,018, imputed interest on non-interest bearing related party advances contributed as paid in capital of $123,898, expenses directly paid by related party of $162,008, and changes in other receivable and deposits of $56,236 and accounts payable and accrued liabilities of $96,389, offset by change in deferred rent expenses of $8,333.

During the year ended June 30, 2017, cash used in operating activities consisted of a loss of $525,393, depreciation of $41,219, rent expenses contributed to additional paid in capital of $1,400, imputed interest contributed as paid in capital of $100,175, expenses directly paid by related party of $159,386, and changes in other receivable and deposits of $926 and deferred rent expenses of $8,091, offset by an decrease in accounts payable and accrued liabilities of $2,530.

Investing Activities

Net cash used in investing activities was $38,090 for the year ended June 30, 2018, compared to $34,814 used in financing activities in the same period in 2017. During the year ended June 30, 2018, the Company received $192,245 from a receipt of trading advance, and used cash for concession costs of $229,367 and purchase of plant and equipment of $968. During the year ended June 30, 2017, property and equipment of $34,814 was purchased.

Financing Activities

Net cash from financing activities was $33,563 for the year ended June 30, 2018, compared to $255,833 from in financing activities in the same period in 2017. Net cash from financing activities for the year ended June 30, 2018 included $57,673 from stock payable and $257,672 from advances received from related parties, offset by $281,782 repayments of related party advances. Net cash from financing activities for the year ended June 30, 2017 included $893,748 from advances received from related parties, offset by $637,915 repayments of related party advances.

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

We prepare our consolidated financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation our financial statements. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as included in this Annual Report, for disclosures regarding the Company's critical accounting policies and estimates.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the valuation of common stock and options issued as stock based compensation.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on our company's financial statements.

MANAGEMENT

Directors and Executive Officers

Prior to October 31, 2016, our Board of Directors consisted of Mr. Bunloet Srihanorm as sole director. Effective December 13, 2016, the Board of Directors (the “Board”) of the Company appointed Mr. Ong Tee Keat as Chairman of the Board of Directors and Mr. Bunloet Srihanorm resigned as sole director from the Company. On June 22, 2017, the Board expanded from one (1) member to three (3) members. In connection with this expansion, the Board appointed Nik Ismail Bin Nik Yusoff and Abdul Aziz bin Haji Jaafar as members of the Board. On August 23, 2017, the Board expanded from three (3) members to four (4) members. In connection with this expansion, the Board appointed Soh Ooi Tech as a member of the Board.

In addition, effective December 13, 2016, the Board of Directors (the “Board”) of the Company appointed Mr. Ong Tee Keat as CEO, Secretary, and Treasurer. On July 1, 2017, Mr. Ong Keat Tee resigned from his position as Treasurer and Chief Financial Officer. On the same day, the Board appointed Mr. Lew Sze How as the Company’s Chief Financial Officer.

On July 4, 2018, the Board of the Company appointed Lok Khing Ming as Executive Director and secretary of the Company. Mr. Ong Tee Keat resigned from his position as Chief Executive Officer and secretary, and the Board appointed Mr. Calvin Chin as Chief Executive Officer, Ms. Chantel Chan as Chief Operation Officer of compliance, Mr. SN Loh as Chief Operation Officer of operations, Mr. Lew Sze How as Chief Financial Officer of compliance, and Mr. MW Jason Chan as Chief Financial Officer of operations effective as of July 4, 2018.

The following description sets forth the name, age, and position of our officers and directors. Executive officers are elected annually by our Board of Directors. Each executive officer holds his office until he resigns, is removed by the Board, or his successor is elected and qualified.

Név

Kor

Position(s)

Ong Tee Keat

62

Chairman

Nik Ismail bin Nik Yusoff

71

Independent Non-Executive Director

Abdul Aziz bin Abdul Jaafar

62

Independent Non-Executive Director

Soh Ooi Tech

38

Independent Non-Executive Director

Lok Khing Ming

49

Executive Director

Calvin Chin

42

Chief Executive Officer

Chantel Chan

58

Chief Operation Officer – Compliance

SN Loh

45

Chief Operation Officer – Operations

Lew Sze How

43

Chief Financial Officer – Compliance

MW Jason Chan

44

Chief Financial Officer – Operations

Ong Tee Keat, Chairman

Mr. Ong holds a Bachelor of Engineering (BE) in Mechanical Engineering from University of Malaya in 1981. Mr. Ong spent the early part of his professional career in the private sector as an Engineer. He joined Wagon Engineering Sdn Bhd as a Mechanical Engineer in 1981; William Jacks Sdn Bhd, Malaysia as a Sales Engineer in 1983; and Transtrade (M) Sdn Bhd, Malaysia as a Sales Manager in 1984. In 1985, he was a Senior Engineer and Marketing Manager for Wagon Engineering Sdn Bhd.

Mr. Ong served as a Political Secretary to Minister in Malaysia Federal Cabinet from 1986 to 1990; a Member of Parliament for Ampang Jaya, Malaysia from 1989 to 2004; a Member of Parliament for Pandan, Malaysia from 2004 to 2013; a Deputy Speaker of the House of Representatives, Parliament of Malaysia from 1990 to 1999; a Deputy Minister for Youth & Sports, Malaysia from 1999 to 2006; a Deputy Minister for Higher Education, Malaysia from 2006 to 2008; a Minister for Transport, Malaysia from 2008 to 2010.

Mr. Ong was also a columnist for Chinese daily Sin Chew Jit Poh, with articles running from 1979 to 1986.

With Mr. Ong at the helm, his vast technical and business acumen drives the Company’s overall direction, business and value.

Nik Ismail Bin Nik Yusoff

Mr. Nik Ismail Bin Nik Yusoff was appointed as Chairman of the Board of Directors for AT Systematization Berhad on May 24, 2015 and continues to hold that position. From 2001 to 2013, Mr. Nik was a Member of the Board of Directors of Malaysian AE Models Holdings Berhad, an investment holding company, which engages in designing, manufacturing, installing, and marketing material handling and conveyor systems and parties primarily to the automation industry in Malaysia.

Abdul Aziz bin Haji Jaafar

Mr. Abdul Aziz bin Haji Jaafar is currently a member of the Board of Directors of Malacca Economic Council (MAPEN), located in Malaysia. From 2013 to 2015, Mr. Abdul served on the Board of Trustees for the Malaysian Institute of Defense and Security (MiDAS), a Malaysian company located in Kuala Lumpur which is a professional research institution on issues of defense and security. From 2010 to 2012 he served as the Chairman for Armed Forces Welfare, Social and Sports Club (KSSKA). From 2008 to 2015, Mr. Abdul Aziz served as a member of the Board of the Malaysian Defense Council, located in Kuala Lumpur, which ensures coordinated and orderly development of the defense industry section in Malaysia. From 2008 to 2015, he served as the Vice President of Armed Forces Cooperatives (Koperasi Tentera), a financial institution located in Kuala Lumpur, Malaysia. From 2008 to 2015, Mr. Abdul served as a member of the Board of SME Ordnance (SMEO) Sdn Bhd., a Malaysian defense company located in Batu Arang. From 2008 to 2015 he served as a member of the Board of Boustead Naval Shipyard (BNS) Sdn Bhd., a Malaysian company located in Perak, which builds various types of naval and commercial vessels and provides extensive depot level maintenance services.

Soh Ooi Tech

Mr. Soh Ooi Tech is the Marketing Director of Pro Road Sdn. Bhd., which was engaged in the trading of liquor since year 2007 throughout Malaysia, and counties within Asia. His responsibilities include developing the company’s marketing strategy, including campaigns, events, digital marketing, public relations, tracking changes in supply and demand, identifying clients’ current and future needs, and monitoring the competition. Mr. Soh’s mandate is to provide a wide range of quality liquors, wines and beers from top brands at affordable prices and services to all clients.

Mr. Lok Khing Ming, Executive Director

Mr. Lok served as the Chief Executive Officer, President, Treasurer and sole director of GMCI Corp from December 2014 until October 2016 and was subsequently resigned from his office positions and appointed as the Chairman of the Board of GMCI Corp in October 2016. Mr. Lok Khing Ming was previously the managing director of SBS. Mr. Lok's responsibilities include leading the exploration for mining opportunities in and around Malaysia, developing business strategies and implementing the company's marketing plan. From 2007 to 2010, Mr. Lok was the General Manager of Asia East Coast Mining Sdn. Bhd., a company engaged in gold mining.

In November 1991, Mr. Lok earned a Diploma in Electronic Engineering from the Federal Institute of Technology, Malaysia.

Calvin Chin, Chief Executive Officer

Mr. Chin served as the Chief Financial Officer of GMCI Corp since October 2015 and was subsequently re-appointed as the Chief Executive Officer of GMCI Corp from October 2016 until July 2018. Mr. Calvin was the Head of Finance for HCM-Hygenic Corporation (M) Sdn. Bhd. (a subsidiary of US multinational corporation) located in Batu Gajah, Perak, Malaysia) from July 2004 to October 2015. Mr. Calvin's duties included leading and emerging the finance team and assisting the managing director in management of the daily business operations. Mr. Calvin, acting as one of the local directors for the Malaysian entity and sat on the Board of Directors as part of a decision maker for the Malaysian business entity. Mr. Calvin reported directly to the CFO based in the Unites States on the financial position of the Malaysian Corporation.

Mr. Chin was a lead auditor with Ernst & Young, Malaysia from 2000 to 2004 and has auditing experience in specializing in manufacturing, retailing, plantation and property development industry.

Mr. Chin earned a professional degree from the Association of Certified Chartered Accountants (“ACCA”) in UK.

Chantel Chan, Chief Operation Officer – Compliance

With 32 years of extensive experience in various industries and a determination to improve everything around her, Chantel brings laser-focused and strategy-focused approach along with the expertise to oversee the strategic development, expansion and growth of the NAMI Corp.’s businesses.

Chantel was the General Manager responsible for sales and marketing, IT software development, local/off-shore data conversion, facilities data collection, digital mapping and street directory and business development and planning for Rimman International Sdn. Bhd. a company providing services related to computer mapping, facilities management for the telecommunication and utilities industry in Malaysia and international market.

Chantel joined Zija International (a multinational corporation in Utah, USA) as a Marketing and Business Consultant from 2013 to 2015, responsible in reviewing all aspects of marketing for south east asia region, assist in opening up new markets in south east-asia region pertaining to products and license application and assist in the area of logistic in the south east-asia region. Chantel also oversees the implementation of corporate policies, procedures and programs in the south east-asia region. Chantel ensures that Zija and its Distributors conduct business in compliance with applicable regulatory laws to secure Zija’s future as a legacy company.

Between 1999 to 2012, she has been a Director/Chief Operating Officer of Borderless Marketing Group Sdn Bhd involving in IT project management and operation for supporting clients in the south east-asia region. She was also appointed as an advisory council member for Agel Enterprises (a multinational corporation in Utah, USA). for Malaysia and Indonesia market.

In 1984, Chantel graduated from the University of Toronto, Canada with a Bachelor of Science in Computer Science and Actuarial Science.

S.N. Loh, Chief Operating Officer – Operations

Mr. Loh served as the Chief Operating Officer of GMCI Corp from October 2016 to July 2018. From April 2012 to October 2015, Mr. Loh was the General Manager responsible for marketing, sales, business development and planning for WRP Asia Pacific Sdn. Bhd., a medical glove manufacturing company located in Malaysia. From August 2009 to March 2012, Mr. Loh was the Operations Director, responsible for factory operations, for Vinh Chanh Co. Ltd., a bio mass fuel supplier in Vietnam.

Lew Sze How, Chief Financial Officer – Compliance

Since April 1, 2010, Mr. Lew Sze How has been serving as Director of Corporate Advisory/Financial Planning Advisory for Forreststone, Corporate Advisory SDN BHD (“Forreststone”). Forreststone, located in Malaysia, provides services such as corporate restructuring public offerings, financial due diligence and internal audit and governance. Mr. Lew’s responsibilities include developing internal control and enterprise risk management for listed and non-listed companies as well as performing due-diligence review for investments and investigation purposes.

Mr Lew is a Chartered Accountant (CA) of the Malaysian Institute of Accountants (MIA) since 2002, also a Fellow Member of the Association of Chartered Certified Accountants (FCCA), UK since 2007. In February 2013, Mr. Lew received admission as a Professional Member-Institute of Internal Auditors Malaysia. On September 20, 2015, Mr. Lew received a degree from AsiaEUniversity for Executive Master of Business Administration (Entrepreneurial Management). On March 17, 2016, Mr. Lew became a member of Chartered Tax Institute of Malaysia.

M.W. “Jason” Chan, Chief Financial Officer – Operations

Mr. Chan was served as the Chief Financial Officer of GMCI Corp from October 2016 to July 2018. From August 2010 to September 2016, Mr. Chan was a Director of Transaction Reporting division for Baker Tilly Monteiro Heng, an accounting and audit firm located in Kuala Lumpur, managing a portfolio of audit clients with divergent operations and special reporting assignments such as reporting accountants for initial public offering, due diligence audits, restructuring and reverse takeovers as well as private debts security schemes.

Mr. Chan was a lead auditor with Ernst & Young, Malaysia from 1997 to 2008 and KPMG Ho Chi Minh from 2009 to 2010. During his career, he managed the portfolio of audit clients with divergent operations, including manufacturing and trading, retailing, property development and construction, oil and gas, hotels, leisure, and foods and beverages.

Mr. Chan obtained his professional qualification from ACCA, UK in 2005. He is also a member of the Malaysian Institute of Accountants (MIA) since 2006.

Promoters and Control Persons

GMCI was the Company's controlling shareholder before NAMI Stock Dividend and is a Nevada corporation. GMCI has not been a party to any legal proceedings at any time during the past ten (10) years.

Code of Ethics

We have adopted a Code of Ethics and Insider Trading Policy.

.

Board of Directors

Our board of directors currently consists of five members. Our bylaws permit our board of directors to establish by resolution the authorized number of directors, and five directors are currently authorized.

Director Independence

Under the rules of the national securities exchanges, a majority of a listed company’s board of directors must be comprised of independent directors, and each member of a listed company’s audit, compensation and nominating and corporate governance committees must be independent as well. Under the same rules a director will only qualify as an “independent director” if that company’s board of directors affirmatively determines that such director has no material relationship with that company, either directly or as a partner, shareholder or officer of an organization that has a relationship with that company.

In addition, following the effectiveness of the registration statement of which this prospectus is a part, the members of our audit committee must satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or Rule 10A-3. In order to be considered to be independent for purposes of Rule 10A-3, no member of the audit committee may, other than in his capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the company or any of its subsidiaries or (2) be an affiliated person of the company or any of its subsidiaries.

Three out of our five directors are considered independent as defined by the rules of the Nasdaq Stock Market. As of November 26, 2018, our company is in the process of forming our audit committee.

Involvement in Certain Legal Proceedings

Over the past ten years, none of our directors or executive officers has been (i) involved in any petition under Federal bankruptcy laws or any state insolvency law, (ii) convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses), (iii) subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from (a) acting as a future’s commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity, (b) engaging in any type of business practice, or (c) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws, or (d) subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in (iii)(a), (iv) found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated, (v) found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated. (vi) subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation, (b) any law or regulation respecting financial institutions or insurance companies, or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity, or (vii) the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Except as set forth in our discussion below in “Transactions with Related Persons; Promoters and Certain Control Persons; Director Independence,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Committees of our Board of Directors

We presently do not have an audit committee, compensation committee or nominating committee or committee performing similar functions, as our management believes that until this point it has been premature at the early stage of our management and business development to form an audit, compensation or nominating committee. Until these committees are established, these decisions will continue to be made by our Board of Directors. Although our Board of Directors has not established any minimum qualifications for director candidates, when considering potential director candidates, our Board of Directors considers the candidate's character, judgment, skills and experience in the context of the needs of our Company and our Board of Directors.

Nominating Committee. We have not established a Nominating Committee because of our limited operations; we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.

Audit Committee. We do not have an Audit Committee. The Company's board of directors performs some of the same functions of an Audit Committee, such as; recommending a firm of independent certified public accountants to audit the financial statements; reviewing the auditors' independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.

Family Relationships

There are no family relationships among the directors and executive officers of our company.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth in U.S. dollars information concerning all cash and non-cash compensation awarded to, earned by or paid to the named executive officers for services rendered in all capacities for the years ended 2018, 2017 and 2016.

Name and principal position

Year

Fizetés

($)

allocation

($)

Stock

Awards ($)

Option

Awards

($)

All Other

Compensation ($)

plein

($)

Nami Corp

Calvin Chan

Chief Executive Officer

2018

$

$

$

$

Chantel Chan

Chief Operating Officer of compliance

2018

$

$

$

$

SN Loh

Chief Operating Officer of operation

2018

$

$

$

$

Lew Sze How

Chief Financial Officer of compliance

2018

$

$

$

$

2017

$

$

$

$

MW Jason Chan

Chief Financial Officer of operation

2018

$

$

$

$

Lok Khing Ming

Executive director and secretary

2018

$

$

$

$

Ong Tee Keat

Chief Executive Officer and secretary (1)

2018

$

$

$

$

Chief Executive Officer, Secretary, and Treasurer (2)

2017

$

$

$

$

2016

$

$

$

$

SBS

Lok Khing Ming (3)

2018

$

$

$

$

2017

$

$

$

$

2016

$

$

$

$

Liew Chin Loong (4)

2018

$

$

$

$

2017

$

$

$

$

2016

$

$

$

$

____________

(1)

On July 4, 2018, Mr. Ong Tee Keat resigned from his position as Chief Executive Officer and Secretary;

(2)

Effective December 13, 2016, the Board of Directors (the “Board”) of the Company appointed Mr. Ong Tee Keat as CEO, Secretary, and Treasurer. On July 1, 2017, Mr. Ong Keat Tee resigned from his position as Treasurer and Chief Financial Officer.

(3)

Mr. Lok Khing Ming was appointed director and officer of SBS on September 27, 2013. Compensation above includes all compensation received by Mr. Lok in the respective fiscal periods.

(4)

Mr. Liew Chin Loong was appointed director and officer of SBS on August 14, 2008. Compensation above includes all compensation received by Mr. Liew in the respective fiscal periods.

Employment Agreements

The Company does not have any employment agreements with any of its directors or executive officers.

Grants of Plan-Based Awards

During the year ended 2018, 2017 and 2016, there were no grants of plan-based awards to our named executive officers.

Option Exercises and Stock Vested

During the year ended 2018, 2017 and 2016, there were no option exercises or vesting of stock awards to our named executive officers.

Outstanding Equity Awards at Fiscal Year End

None of our executive officers received any equity awards, including, options, restricted stock or other equity incentives during the fiscal year ended 2018, 2017 and 2016. There are currently no outstanding awards as of June 30, 2018.

Compensation of Directors

Our company’s directors currently do not receive any cash compensation for service on our company’s board of directors or any committee thereof, but they may be reimbursed for certain expenses in connection with attendance at meetings of our company’s board of directors and committees thereof.

Limitation of Liability and Indemnification Matters

Our articles of incorporation contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Nevada law.

Our articles of incorporation and bylaws authorize our company to provide indemnification to our directors and officers and persons who are or were serving at our request as a director, officer, manager or trustee of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise to the fullest extent permitted by Nevada law.

Our company has not entered into any indemnification agreement with any of its directors or officers.

No pending litigation or proceeding involving a director, officer, employee or other agent of our company currently exists as to which indemnification is being sought. We are not aware of any threatened litigation that may result in claims for indemnification by any director, officer, employee or other agent of our company.

We anticipate obtaining director and officer liability insurance with respect to possible director and officer liabilities arising out of certain matters, including matters arising under the Securities Act. See “Disclosure of SEC Position on Indemnification for Securities Act Liabilities.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the Common Stock as of November 26, 2018, by (i) each person known by the Company to be the beneficial owner of 5% or more of the outstanding Common Stock, (ii) each executive officer and director of the Company, and (iii) all of the Company’s executive officers and directors as a group.

Name and Address of Beneficial Owner

Amount and

Nature of

Beneficial Ownership (1)

Percentage

of Class (2)

Named Directors and Executive Officers

Ong Tee Keat (3)

614,499,784

43.06 %

Nik Ismail bin Nik Yusoff (4)

1,500,000

0.105 %

Abdul Aziz bin Abdul Jaafar(4)

1,500,000

0.105 %

Soh Ooi Tech

Lok Khing Ming (5)

73,144,745

5.13 %

Calvin Chin

MW Jason Chan

SN Loh

Chantel Chan

Lew Sze How

Directors and Executive Officers as a Group

690,644,529

48.40 %

5% Shareholders

Ong Tee Keat (3)

614,499,784

43.06 %

Lok Khing Ming (5)

73,144,745

5.13 %

My Premier Trustee (Malaysia) Berhad

182,159,951

12.77 %

LYF & Son Realty Sdn. Bhd. (6)

375,000,000

26.28 %

Liew Chin Loong

75,000,000

5.26 %

All 5%+ Shareholders as a Group

1,319,804,480

92.49 %

__________

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on November 26, 2018. As of November 26, 2018, there were 1,426,927,346 shares of our company's common stock issued and outstanding.

(2)

Based on 1,426,927,346 shares of Common Stock issued and outstanding as of November 26, 2018.

(3)

Effective December 13, 2016, Mr. Ong was appointed Chairman of the Board and CEO of the Company. As of August 28, 2018, included in his 617,562,784 shares are 33,500,000 shares in his name personally, and in three separate trusts held by professional fiduciaries for the sole benefit of Mr. Ong: (1) 80,641,369 shares held by Fidserv Limited (“Fidserv”): (2) 164,427,652 shares held by Global Asset Trustee (Malaysia) Berhad (“GATB”); and (3) 338,993,763 shares held by Global Fiduciary Services Limited Central (“GFS”), collectively (the “Ong Trusts”). Among the Ong Trusts, Fidserv owns a total of 82,687,500 shares of which 2,046,131 shares are held by 82 subscribers (“Subscribers”) who purchased certificates of trust (the “Certificates of Trust”) from Mr. Ong through a series of arm’s length transactions. GATB owns a total of 192,937,500 shares of which 28,509,848 shares are held by 1,199 Subscribers who purchased Certificate of Trust from the trust. GFS owns a total of 391,750,000 shares of which 52,756,237 shares are held by 1,755 Subscribers who purchased Certificate of Trust from Mr. Ong. The Subscribers will become the beneficial owners once they surrender their Certificates of Trust to their respective Ong Trust in exchange for their pro rata shares held on their behalf. None of the Subscribers is a U.S. person or owns more than 5% of the outstanding common stock of the Company. The following table illustrates the ownership of the Ong Trusts:

Tulajdonos

Fidserv

GATB

GFS

Total Number of Shares held in Trust

82,687,500

192,937,500

391,750,000

Total Number of Shares held in trust for Mr. Ong

80,641,369

164,364,652

338,993,763

Total Number of Shares held in trust for Subscribers

2,046,131

28,509,848

52,756,237

Total Number of Subscribers in each Trust

82

1,199

1,755

On October 29, 2018, the Fidserv professional trustees transferred 80,641,369 shares of NAMI common stock held by Fidserv for the sole benefit of Mr. Ong directly to Mr. Ong’s person. Currently, Fidserv holds 2,046,131 shares of NAMI common stock held in Fidservtrust for the benefit of 82 Subscribers who acquired the shares from Mr. Ong at arm’s length. Mr. Ong disclaims beneficial ownership and voting and dispositive control of the remaining 2,046,131 shares held by Fidserv in trust for the Subscribers.

On August 29,2018, the GATB professional trustees transferred 164,364,652 shares of NAMI common stock held by GATB for sole benefit of Mr. Ong directly to Mr. Ong’s person. In addition, on October 19, 2018 GATB transferred 63,000 shares of stock held by GATB for sole benefit of Mr. Ong to third parties. Currently, GATB holds 28,509,848 shares of NAMI common stock held in trust for the benefit of 1,199 Subscribers who acquired the shares from Mr. Ong at arm’s length. Mr. Ong disclaims beneficial ownership and voting and dispositive control of the remaining 28,509,848 shares held by GATB in trust for the Subscribers.

On October 19, 2018, the GFS professional trustees transferred 338,993,763 shares of NAMI common stock held by GFS for sole benefit of Mr. Ong directly to Mr. Ong’s person. Currently, GFS holds 52,756,237 shares of NAMI common stock held in trust for the benefit of 1,755 Subscribers who acquired the shares from Mr. Ong at arm’s length. Mr. Ong disclaims beneficial ownership and voting and dispositive control of the remaining 52,756,237 shares held by GATB for the Subscribers.

(4)

Mr. Ong transferred 1,500,000 shares of our common stock each to Mr. Nik Ismail bin Nik Yusoff and Mr. Abdul Aziz bin Abdul Jaafar respectively on October 19, 2018.

(5)

Lok Khing Ming (“Mr. Lok”), was appointed sole director of GMCI Corp effective December 12, 2014 and then appointed Chairman of GMCI Corp on October 5, 2016. Mr. Lok was appointed as executive director and secretary of NAMI on July 4, 2018. Included in 73,144,745 shares owned by Mr. Lok, are 18,534,726 shares held by My Premier Trustee (Malaysia) Berhad (the “MPT”), 19,706,516 shares held by Leamington Corporation Limited (“Leamington), 9,121,468 shares held by Legacy Fiduciary Services Limited (“Legacy”), and 25,782,035 shares held by EAS Alpha (PTC) Limited (“EAS”) for the sole benefit of Mr. Lok, collectively the Lok Trusts (the “Lok Trusts). Among the Lok Trusts, MPT owns a total of 182,159,951 shares of which 163,625,225 shares are held by 3,087 subscribers (“Subscribers”) who purchased certificates of trust (“Certificates of Trust”) from Mr. Lok. Leamington owns a total of 20,000,000 shares of which 293,484 shares are held by 50 Subscribers who purchased Certificate of Trust from Mr. Lok. Legacy owns a total of 10,000,000 shares of which 878,532 shares are held by 27 Subscribers who purchased Certificate of Trust from Mr. Lok in a series of arm’s length transactions. EAS owns a total of 40,000,000 shares of which 14,217,965 shares are held by 392 Subscribers who purchased Certificate of Trust from Mr. Lok. The Subscribers will become the beneficial owners once they surrender their Certificates of Trust to their respective Lok Trust in exchange for their pro rata shares held on their behalf. None of the Subscribers is a U.S. person or owns more than 5% of the outstanding common stock of the Company. The following table illustrates the ownership of the Lok Trusts:

Tulajdonos

MPT

Leamington

Legacy

EAS

Total Number of Shares held in Trust

182,159,951

20,000,000

10,000,000

40,000,000

Total Number of Shares held in trust for Mr. Lok

18,534,726

19,706,516

9,121,468

25,782,035

Total Number of Shares held in trust for Subscribers

163,625,225

293,484

878,532

14,217,965

Total Number of Subscribers in each Trust

3,087

50

27

392

On October 26, 2018, the EAS professional trustees transferred 25,782,035 shares of NAMI common stock held by EAS for sole benefit of Mr. Lok directly to Mr. Lok’s person. Currently, EAS holds 14,217,965 shares of NAMI common stock held in trust for the benefit of 392 Subscribers. Mr. Lok disclaims beneficial ownership and voting and dispositive control of 14,217,965 shares held by EAS for the Subscribers.

Leamington is in the process of transferring 19,706,516 shares of NAMI common stock held by Leamington for the sole benefit of Mr. Lok directly to Mr. Lok personally. When such transfer is effected, there will remain 293,484 shares of NAMI common stock held in trust for the benefit of 50 Subscribers. Upon completion of this transfer, Mr. Lok will will disclaim the beneficial ownership and voting and dispositive control of the 293,484 shares held by Leamington for the Subscribers.

MPT is also in the process of transferring 18,534,726 shares of NAMI common stock held by MPT for sole benefit of Mr. Lok directly to Mr. Lok personally. When this transfer is effected, the 163,625,225 shares of NAMI common stock will remain in trust held by MPT for the benefit of 3,087 Subscribers. Upon completion of this transfer, Mr. Lok will disclaim the beneficial ownership and voting and dispositive control of the 163,625,225 shares held by MPT for the Subscribers.

Finally, Legacy is also in the process of transferring 9,121,468 shares of NAMI common stock held by in trust by Legacy for sole benefit of Mr. Lok directly to Mr. Lok personally. When this transfer is effective the 878,532 shares of NAMI common stock will remain in trust held by Legacy for the benefit of 27 Subscribers. Upon completion of this transfer, Mr. Lok will disclaim the beneficial ownership and voting and dispositive control of the 878,532 shares held by Legacy for the Subscribers.

(6)

LYF & Son Realty Sdn. Bhd (“LYFS”) owns 375,000,000 shares of NAMI. Included in the 375,000,000 shares owned by LYFS, Dato Chin Wai Leong owns 51% of the shares of LYFS while Madam Liew Yoke Foong owns the remaining 49%. Both Dato Chin Wai Leong and Madam Liew Yoke Foong have voting and dispositive control over the shares held by LYFS. Included in LYFS 375,000,000 shares are 325,000,000 shares held in its name and 50,000,000 shares held by Legacy Fiduciary Services Limited for the sole benefit of LYFS.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Share Exchange Agreement

On July 4, 2018 the Company, entered into a Share Exchange Agreement with GMCI, the sole shareholder SBS, a Malaysian corporation whose primary business is mining and exploration of properties located in Malaysia. Pursuant to the Share Exchange Agreement, the Company acquired 600,000 shares of capital stock of SBS from the GMCI and in exchange issued 720,802,346 restricted shares of its common stock to GMCI.

The 600,000 shares of SBS constituted all of the issued and outstanding shares of SBS and was held by GMCI. Mr. Lok Khing Ming is executive director of our Company and beneficially owned 10.15% of GMCI, or 73,165,365 GMCI shares. Pursuant to the Share Exchange Agreement, through GMCI who disclaims beneficial ownership in favor of Mr. Lok, Mr. Lok beneficially owned 5.13%, or 73,165,365 shares of the Company's common stock; As a result of the Share Exchange Agreement, SBS became a wholly owned subsidiary of the Company and the Company now carries on the business of SBS as its primary business. The closing of the Share Exchange Agreement occurred on July 12, 2018.

Advance Payment on Mineral Trading – Related Party

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

During the year ended June 30, 2018 the Company earned revenue from its bauxite trading activities and concluded shipments for an additional 60,000 tonnes of gross washed bauxite (net dry weight of 49,006 tonnes) for net commissions of $51,534 converted at agreed rates of conversion to RM of between 3.857 and 4.3021 for total proceeds of RM 210,005, after adjustment for certain offset required.

Advances from Related Parties / Related Parties Transactions

Advances from related parties:

September 30,

June 30,

2018

2018

Advances from its Directors

$ 996,620

$ 1,066,278

Advances from related party

808,280

189,795

Advances from holding company

740,091

$ 740,091

plein

$ 2,544,991

$ 1,996,164

During the three months ended September 30, 2018 and 2017, the Company repaid advances from a director of $15,164 and $132,146, respectively.

During the three months ended September 30, 2018 and 2017, the Company received advances from a related party of $270,276 and nil, respectively.

The Company has imputed interest at the rate of approximately 6.5% on the advances made to the Company in the amount of $33,064 during the three months ended September 30, 2018, and has imputed interest at the rate of approximately 6.5% on the advances made to the Company in the amount of $27,404 during the three months ended September 30, 2017.

Negotiation with Nami Development Capital Sdn Bhd

In addition, we are currently in negotiations with a related entity, Nami Development Capital Sdn Bhd (“NDC”), to enter into a management services agreement or relationship in which NDC provides us with executive, technical and support staff, offices and other resources, instead of the Company hiring and acquiring all of those resources directly. At this time, those negotiations are still in preliminary stages, and no estimate is currently available for our expected costs.

DESCRIPTION OF CAPITAL STOCK

The Company’s authorized capital stock consists of 5,000,000,000 common shares with a par value of $0.001 per share. No Preferred Shares have been authorized or issued.

Common Stock

The holders of common stock are entitled to one vote per share on all matters submitted to a vote of the shareholders. In addition, the holders are entitled to receive dividends ratably, if any, as may be declared from time to time by the board of directors out of legally available funds. In the event of our dissolution, liquidation or winding-up, the holders of common stock are entitled to share ratably in all the assets remaining after payment of all our liabilities and subject to the prior distribution to any senior securities that may be outstanding at that time. The holders of common stock do not have cumulative voting rights or preemptive or other rights to acquire or subscribe for additional, unissued or treasury shares. The holders of more than 50% of such outstanding shares, voting at an election of directors can elect all the directors on the board of directors if they so choose and, in such event, the holders of the remaining shares will not be able to elect any of the directors.

Dividends

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our Board and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Transfer Agent and Registrar

Our independent stock transfer agent is Clear Trust, located at 16540 Pointe Village Drive, Suite 205, Lutz, Florida 33558.

Nevada Anti-Takeover Statutes

Nevada law provides that an acquiring person who acquires a controlling interest in a corporation may only exercise the voting rights of control shares if those voting rights are conferred by a majority vote of the corporation’s disinterested stockholders at a special meeting held upon the request of the acquiring person. If the acquiring person is accorded full voting rights and acquires control shares with at least a majority of all the voting power, then stockholders who did not vote in favor of authorizing voting rights for those control shares are entitled to payment for the fair value of such stockholders’ shares. A “controlling interest” is an interest that is sufficient to enable the acquiring person to exercise at least one-fifth of the voting power of the corporation in the election of directors. “Control shares” are outstanding voting shares that an acquiring person or associated persons acquire or offer to acquire in an acquisition and those shares acquired during the 90-day period before the person involved became an acquiring person.

These provisions of Nevada law apply only to “issuing corporations” as defined therein. An “issuing corporation” is a Nevada corporation that (a) has 200 or more stockholders, with at least 100 of such stockholders being both stockholders of record and residents of Nevada, and (b) does business in Nevada directly or through an affiliated corporation. As of the date of this prospectus, we do not have 100 stockholders of record that are residents of Nevada. Therefore, these provisions of Nevada law do not apply to acquisitions of our shares and will not so apply until such time as both of the foregoing conditions are satisfied. At such time as these provisions of Nevada law may apply to us, they may discourage companies or persons interested in acquiring a significant interest in or control of our company, regardless of whether such acquisition may be in the interest of our stockholders.

Nevada law also restricts the ability of a corporation to engage in any combination with an interested stockholder for three years from when the interested stockholder acquires shares that cause the stockholder to become an interested stockholder, unless the combination or purchase of shares by the interested stockholder is approved by the board of directors before the stockholder became an interested stockholder. If the combination was not previously approved, then the interested stockholder may only effect a combination after the three-year period if the stockholder receives approval from a majority of the disinterested shares or the offer satisfies certain fair price criteria.

An “interested stockholder” is a person who is:

· the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the corporation; ou

· an affiliate or associate of the corporation and, at any time within three years immediately before the date in question, was the beneficial owner, directly or indirectly of 10% or more of the voting power of the then outstanding shares of the corporation.

Our articles of incorporation and bylaws do not exclude us from these restrictions.

These provisions are intended to enhance the likelihood of continuity and stability in the composition of the board of directors and in the policies formulated by the board of directors and to discourage some types of transactions that may involve the actual or threatened change of control of our company. These provisions are designed to reduce our vulnerability to an unsolicited proposal for the potential restructuring or sale of all or a part of our company. However, these provisions could discourage potential acquisition proposals and could delay or prevent a change in control of our company. They also may have the effect of preventing changes in our management.

SELLING STOCKHOLDERS

The following table presents information regarding the selling stockholders and the shares of our common stock that may be sold by them pursuant to this prospectus. Within the past three years, Mr. Ong who is chairman of our company was beneficial owner of Global Asset Trustee (Malaysia) Berhad (“GATB”), Fidserv Limited (“Fidserv”), and Global Fiduciary Services Limited (“GFS”). Mr. Ong disclaimed beneficial ownership and voting and dispositive control over the shares held by selling shareholders of GATB, Fidserv and GFS when his personal shares were spun off from those trusts in August and October 2018. Within the past three years, Mr. Lok, who is executive director of our company was beneficial owner of My Premier Trustee (Malaysia) Berhad (“MPT”), Leamington Corporation Limited (“Leamington”), Legacy Fiduciary Services Limited (“Legacy”), and EAS Alpha (PTC) Limited (“EAS”). Mr. Lok disclaimed beneficial ownership and voting and dispositive control over the shares held by selling shareholders of EAS when his personal shares were spun off from those trusts in October 2018. Mr. Lok remains to be beneficial owner of selling shareholders of MPT, Leamington and Legacy. Mr. Lok will disclaim beneficial ownership and voting and dispositive control over shares held by selling shareholders of MPT, Leamington and Legacy after his personal shares are spun off from those trusts. No selling stockholder that is not a natural person is a broker-dealer or an affiliate of a broker-dealer.

Our company issued the shares being offered for resale pursuant to this prospectus to the selling stockholders in a distribution of stock dividend we effected in August 2018 and in private placements that we effected from April to September 2017. Our company did not issue shares in such private placements to persons other than the selling stockholders.

NAME

Number of Shares of Common Stock Beneficially Owned Prior to Offering (1)

Number of Shares of Common Stock Being Offered

Number of Shares of Common Stock Beneficially Owned After the Offering (1)

Percentage Beneficially Owned After the Offering (1)

GLOBAL ASSET TRUSTEE (MALAYSIA) BERHAD

28,509,848

28,509,848

0

0 %

FIDSERV LIMITED

2,046,131

2,046,131

0

0 %

GLOBAL FIDUCIARY SERVICES LIMITED

52,756,237

52,756,237

0

0 %

AMMAR ROSHIDY SURINDER BIN ABDULLAH

47,563

47,563

0

0 %

MEGAT ABDULLAH RAHMAN BIN MEGAT AHMAD

366,593

366,593

0

0 %

AZMI BIN ABU BAKAR

131,636

131,636

0

0 %

JOSEPH KOW HOCK BENG

119,743

119,743

0

0 %

HE BIN

26,127

26,127

0

0 %

WAN TEIK BOO

6,952

6,952

0

0 %

YANG CAO

40,000

40,000

0

0 %

LEE AH CHAI

95,827

95,827

0

0 %

CHOONG KOOI CHEE

29,523

29,523

0

0 %

SIVAGNANAM A/L CHELLIAH

169,810

169,810

0

0 %

CHEN XI LIN

40,000

40,000

0

0 %

QI CHEN

62,000

62,000

0

0 %

OOI BEE CHENG

20,202

20,202

0

0 %

CHOO HOCK CHIN

184,484

184,484

0

0 %

LEE POH CHIN

5,000

5,000

0

0 %

SIEW YEW CHIN

20,612

20,612

0

0 %

WANG CHIN YANG

20,000

20,000

0

0 %

POH CHEE CHING

14,216

14,216

0

0 %

KEONG LEE CHOO

28,427

28,427

0

0 %

LOW HOCK CHUAN

20,116

20,116

0

0 %

CHONG SOW CHUN

20,000

20,000

0

0 %

LI CHUN ZHEN

40,000

40,000

0

0 %

YAO DIAN YUN

1,200,000

1,200,000

0

0 %

EAS ALPHA (PTC) LIMITED

14,217,965

14,217,965

0

0 %

LEE MEI FEN

40,000

40,000

0

0 %

LI XIU FEN

180,112

180,112

0

0 %

LIANG BING FENG

41,020

41,020

0

0 %

CHAN POH GAIK

6,446

6,446

0

0 %

TAN SHAU GHEE

24,585

24,585

0

0 %

KHOO HOCK GUAN

142,156

142,156

0

0 %

TAN KOON GUAN

75,510

75,510

0

0 %

CHEN GUANG HE

215,000

215,000

0

0 %

ANG BEE GUAT

6,955

6,955

0

0 %

KHAMSUNG GURUNG

200,000

200,000

0

0 %

LEE THOO HAI

52,874

52,874

0

0 %

TUN HISAN BIN TUN HAMZAH

772,439

772,439

0

0 %

FOONG ZI HAO

20,000

20,000

0

0 %

TAN GAIK HEAH

14,057

14,057

0

0 %

TAN TEE HENG

38,676

38,676

0

0 %

LEE AH NYA @ LEE EAN HIA

13,946

13,946

0

0 %

TIONG CHAI HIN

36,000

36,000

0

0 %

OOI SIEW HIOK

13,946

13,946

0

0 %

NEOH CHOOI HOAY

12,864

12,864

0

0 %

LEE MEE HONG

26,429

26,429

0

0 %

LOW KOCK HONG

5,000

5,000

0

0 %

LIM AH HOOI

69,051

69,051

0

0 %

YEOH SIEW HOON

98,960

98,960

0

0 %

WANG HSING CHIAO

40,000

40,000

0

0 %

CHAN SOOK HUN

20,348

20,348

0

0 %

FIONA TAN EI HWA

24,585

24,585

0

0 %

LIM BEE HWA

42,414

42,414

0

0 %

TEY SEOK HWA

101,695

101,695

0

0 %

TAN SHAU HWAI

171,562

171,562

0

0 %

DATIN FAZIMAH BINTI DATO HAJI ISMAIL

197,352

197,352

0

0 %

MOHD NAWAWI BIN ISMAIL

41,212

41,212

0

0 %

SARINRAT JANTHANAJINDA

40,000

40,000

0

0 %

LIU CHEA JEAN

90,653

90,653

0

0 %

SHEN CHANG JIAN

4,535

4,535

0

0 %

LI JING

199,275

199,275

0

0 %

TAO JING

27,457

27,457

0

0 %

HUANG JUI CHIN

40,000

40,000

0

0 %

VALYETHAM A/L KARUPPAN

97,853

97,853

0

0 %

ZALIHA BTE KASSIM

603,723

603,723

0

0 %

BALVINDERJIT KAUR A/P GURPAL SINGH

257,840

257,840

0

0 %

WOON POW KENG

40,000

40,000

0

0 %

LIM JOK KIEOW

130,919

130,919

0

0 %

LIM FONG KIM

20,000

20,000

0

0 %

KUN KUEI SHIAN

40,000

40,000

0

0 %

KUO EN CHUN

90,000

90,000

0

0 %

CHANDRAN A/L RAMAN KUTTY

137,010

137,010

0

0 %

TAI KWAN

80,000

80,000

0

0 %

KWOK YIK KAN JIMMY

40,000

40,000

0

0 %

WONG YEW KWONG

16,977

16,977

0

0 %

LEE GIOK LAI

16,977

16,977

0

0 %

GOH SIEW LAY

13,446

13,446

0

0 %

LEAMINGTON CORPORATION LIMITED

20,000,000

293,484

19,706,516

1.38 %

TAN GEOK LEAN

11,157

11,157

0

0 %

LAI CHONN LEE

227,425

227,425

0

0 %

LEGACY FIDUCIARY SERVICES LIMITED

60,000,000

878,532

59,121,468

4.143 %

CAO LEI

10,000

10,000

0

0 %

SI LEI

258,281

258,281

0

0 %

LOH SIEW LENG

26,429

26,429

0

0 %

NG SIN LENG

6,464

6,464

0

0 %

ZHANG YU LI

14,338

14,338

0

0 %

CHEN GUI LIAN

31,547

31,547

0

0 %

GOOI KIM LIAN

125,843

125,843

0

0 %

WOON LIAN

42,061

42,061

0

0 %

CHAN SAW LEW @ CHAN SAW LIEW

67,730

67,730

0

0 %

ERNA LIM

20,000

20,000

0

0 %

CHAN CHOO LIN

40,000

40,000

0

0 %

HO CHIEW LIN

20,000

20,000

0

0 %

JACALYN KOW LYN LIN

13,626

13,626

0

0 %

SOO SHIH LING

10,000

10,000

0

0 %

XIN CHANG LING

14,281

14,281

0

0 %

LIEW CHIN LOONG

75,000,000

27,500,000

47,500,000

3.329 %

ANNA PUSHPAM A/P LOURDESAMY

26,155

26,155

0

0 %

SU PING MA

16,000

16,000

0

0 %

M.MAHADEVAN A/L A. MAHALINGAM

1,594,469

1,594,469

0

0 %

M BALAKRISHNAN A/L MARIAPPEN

25,455

25,455

0

0 %

WAN FOONG MEI

40,000

40,000

0

0 %

HUANG MIN TZU

40,000

40,000

0

0 %

YUE LI MING

55,618

55,618

0

0 %

MY PREMIUM TRUSTEE (MALAYSIA) BERHAD

182,159,951

163,625,225

18,534,726

1.299 %

KRISHNAMOORTHY A/L NADESAN

164,779

164,779

0

0 %

KAMALA A/P KOCHAPPAN NAIR

136,171

136,171

0

0 %

NORDIANA BINTI NASARUDDIN

41,950

41,950

0

0 %

YEOP TOO NGUK @ YEIK CHOR NGUK

64,000

64,000

0

0 %

CHAN SOH NOOI @ SOO NOOI

114,758

114,758

0

0 %

WANG DA PENG

260,755

260,755

0

0 %

TAN YEAN PHING

76,364

76,364

0

0 %

TAN SIEW POH

18,519

18,519

0

0 %

MADAVAN A/L PONNIAH

745,682

745,682

0

0 %

CHEN QI

50,000

50,000

0

0 %

QING SI QIONG

20,000

20,000

0

0 %

CHUN MEI QIU

37,000

37,000

0

0 %

HU YONG QUAN

10,628

10,628

0

0 %

RADZUAN BIN A.RAHMAN

272,109

272,109

0

0 %

JANASEKKER A/L RAMAKRISHNAN

169,992

169,992

0

0 %

KANAKARATNAM A/L RAMALOO

41,110

41,110

0

0 %

GEETA A/P RAMANKUTTY

55,558

55,558

0

0 %

HAIZA BT ABDUL RAZAK

7,074

7,074

0

0 %

DWARIKA RIJAL

400,000

400,000

0

0 %

LI XING RONG

4,000

4,000

0

0 %

CHEN RU SHUI

4,000

4,000

0

0 %

LEUNG SHING SAMBEE

150,000

150,000

0

0 %

CHAN SAW SEE

6,692

6,692

0

0 %

KAMALA DEVI A/P K. SENATHIRAJAH

135,297

135,297

0

0 %

TANG CHIN SENG

63,660

63,660

0

0 %

YEOH BEAN SENG

123,648

123,648

0

0 %

RAJU SHAH

40,000

40,000

0

0 %

ZHOU HUA SHAN

100,000

100,000

0

0 %

ZHENG ZHI SHENG

210,000

210,000

0

0 %

HSUEH SHENG YUAN

40,000

40,000

0

0 %

HE SHU

200,000

200,000

0

0 %

SUKBINDER SINGH A/L BASTA SINGH

266,524

266,524

0

0 %

HARON BIN SIRAJ

60,233

60,233

0

0 %

LEE SENG @ LEE KAY SOON

41,839

41,839

0

0 %

SIRIJAYAN A/L SUBRAMANIAM

77,786

77,786

0

0 %

MATHAVY A/P SUGUMARAN

103,555

103,555

0

0 %

CHOONG KOOI SUM

213,112

213,112

0

0 %

FENG CHAO SUN

5,600

5,600

0

0 %

YING RUI SUN

17,000

17,000

0

0 %

YU TAO

16,500

16,500

0

0 %

CHEW SWEE TEONG

200,000

200,000

0

0 %

YEE CHING THAI

377,002

377,002

0

0 %

SOPHIE @ KO LEE KAH THEAM

212,560

212,560

0

0 %

TEH YAH THING

392,316

392,316

0

0 %

FENG SHUN TIAN

38,440

38,440

0

0 %

JUN YAN TIAN

6,700

6,700

0

0 %

ZHENG QI TIAN

5,000

5,000

0

0 %

SOH CHAI TIN

34,571

34,571

0

0 %

YU SHUN TONG

7,007

7,007

0

0 %

TUN MUHAMAD SYAFIQ BIN DATO HAJI TUN

164,550

164,550

0

0 %

SIOW SIEW VOON

15,862

15,862

0

0 %

CHEONG YOKE WAH

124,000

124,000

0

0 %

LIM WAH

31,290

31,290

0

0 %

SAW SAY WAH

13,553

13,553

0

0 %

LI MIN WANG

30,000

30,000

0

0 %

QING HAI WANG

4,500

4,500

0

0 %

SHAN SHAN WANG

5,000

5,000

0

0 %

LIU DA WEI

62,940

62,940

0

0 %

SHIAW TAT WEI

26,451

26,451

0

0 %

SIAK SIEOW WEI

20,000

20,000

0

0 %

WEI XIAO

13,900

13,900

0

0 %

GUANG XU

5,500

5,500

0

0 %

LI JIAN XU

15,500

15,500

0

0 %

ZHENG ZHEN XUAN

3,500

3,500

0

0 %

NG YANG YANG

38,676

38,676

0

0 %

YU YANG

284,736

284,736

0

0 %

LING JAW YANN

12,000

12,000

0

0 %

CHEN WAI YEE

23,578

23,578

0

0 %

HOON YUET YEE

42,061

42,061

0

0 %

YEAP PEI YEE

104,652

104,652

0

0 %

LIU YEN CHI

40,000

40,000

0

0 %

IRENE CHOW SOON YIM

305,141

305,141

0

0 %

YIN YAN CHUN

40,000

40,000

0

0 %

CHEW YEN YIN

20,342

20,342

0

0 %

FOO SOON YIN

6,557

6,557

0

0 %

WONG YUAN YIN

20,000

20,000

0

0 %

JIN FENG YING

236,479

236,479

0

0 %

JU YING

234,915

234,915

0

0 %

NG HUEY YING

40,000

40,000

0

0 %

ZHU QIU YING

80,572

80,572

0

0 %

KONG KIM YOKE

19,956

19,956

0

0 %

WONG POH YOKE

28,427

28,427

0

0 %

CHANG YOU AI

40,000

40,000

0

0 %

KHOO CHEONG YOUNG

27,106

27,106

0

0 %

YU YA PING

40,000

40,000

0

0 %

LO YU HSIA

40,000

40,000

0

0 %

YANG YU HUI

40,000

40,000

0

0 %

ZHANG ZHUO

42,246

42,246

0

0 %

ONG TEE KEAT

614,499,784

14,200,000

600,299,784

42.069 %

*Less than one percent.

______________

(1) The number of shares listed in these columns includes all shares beneficially owned and all options or warrants to purchase shares held, whether or not deemed to be beneficially owned, by the selling stockholder. The ownership percentages listed in these columns include only shares beneficially owned by the listed selling stockholder. Beneficial ownership is determined in accordance with the rules of the SEC. In computing the percentage of shares beneficially owned by a selling stockholder, shares of our common stock subject to options or warrants, or debt convertible into our common stock, held by that selling stockholder that was exercisable or convertible on or within 60 days after the date of this prospectus were deemed outstanding for the purpose of computing the percentage ownership of that selling stockholder. The ownership percentages are calculated assuming that 1,426,927,346 shares of common stock were outstanding on the date of this prospectus.

PLAN OF DISTRIBUTION

The selling stockholders and any of their pledgees, donees, transferees, assignees and successors in interest may, from time to time, sell any or all of their shares of our common stock on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. The sales may be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:

· ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;

· block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

· an exchange distribution in accordance with the rules of the applicable exchange;

· privately negotiated transactions;

· to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Securities and Exchange Commission;

· broker-dealers may agree with the selling stockholder to sell a specified number of shares at a stipulated price per share;

· a combination of any of such methods of sale; et

· any other method permitted under applicable law.

The selling stockholders also may sell their shares of our common stock under Rule 144 under the Securities Act or under another exemption from the registration requirements of the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated.

The selling stockholders from time to time may pledge or grant a security interest in some or all of the shares of our common stock owned by them, and, if a selling stockholder defaults in the performance of its secured obligations, then the pledgees or secured parties may offer and sell shares of our common stock from time to time under this prospectus or under an amendment to this prospectus under Rule 424(b)(3) under the Securities Act or other applicable provisions of the Securities Act amending the list of selling stockholders to include the pledgees, the transferees or other successors in interest as selling stockholders under this prospectus.

Upon our company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of our common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed with the Securities and Exchange Commission, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealers, (ii) the number of shares of our common stock involved, (iii) the price at which such shares of our common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker dealers, where applicable, (v) that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and (vi) other facts material to the transaction. In addition, upon our company being notified in writing by a selling stockholder that a donee or pledgee intends to sell more than 500 shares of our common stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.

The selling stockholders also may transfer shares of our common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling stockholders and broker-dealers or agents that are involved in selling the shares of our common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, commissions received by such broker-dealers or agents and profits on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Because the selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. Discounts, concessions, commissions and similar selling expenses (if any) that can be attributed to the sale of securities will be paid by the selling stockholders and/or the purchasers. Each selling stockholder has represented and warranted to us that such selling stockholder acquired the securities subject to the registration statement of which this prospectus is a part in the ordinary course of such selling stockholder’s business and that, at the time of its purchase of such securities, such selling stockholder had no agreements or understandings, directly or indirectly, with any person to distribute any of such securities.

We have advised the selling stockholders that they may not use shares of our common stock registered under the registration statement of which this prospectus is a part to cover short sales of our common stock made before the date on which such registration statement has been declared effective by the Securities and Exchange Commission. If any selling stockholder uses this prospectus for any sale of shares of our common stock, such sale will be subject to the prospectus delivery requirements of the Securities Act. Each selling stockholder will be responsible to comply with the applicable provisions of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including Regulation M, as applicable to such selling stockholder in connection with resales of such selling stockholder’s shares of our common stock under the registration statement of which this prospectus is a part.

Our company will pay all fees and expenses incident to the registration of the shares of our common stock covered by this prospectus, but our company will not receive proceeds from the sale of shares of our common stock by the selling stockholders.

DISCLOSURE OF SEC POSITION ON

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Section 78.7502 of the Nevada Revised Statutes provides that directors and officers of Nevada corporations may, under certain circumstances, be indemnified against expenses (including attorneys’ fees) and other liabilities actually and reasonably incurred by them as a result of any suit brought against them in their capacity as a director or officer, if they acted in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. Section 78.7502 of the Nevada Revised Statutes also provides that directors and officers of Nevada corporation also may be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by them in connection with a derivative suit if they acted in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made without court approval if such person was adjudged liable to the corporation.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by our company of expenses incurred or paid by such director, officer or controlling person of our company in the successful defense of any action, suit or proceeding) is asserted by any director, officer or controlling person of our company in connection with the securities being registered in the registration statement of which this prospectus is a part, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by our company is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

LEGAL OPINION

The validity of the shares covered by the registration statement of which this prospectus is a part has been passed upon for us by Wilson Bradshaw & Cao, LLP.

EXPERTS

The financial statements included in this prospectus for the year ended June 30, 2018 and 2017 have been audited by L J Soldinger Associates, an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

INTERESTS OF NAMED EXPERTS AND COUNSEL

Neither the named experts nor counsel own any of shares of our common stock.

ADDITIONAL INFORMATION

We will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and will file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC’s regional offices located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 233 Broadway, New York, New York 10279. You can obtain copies of these materials from the Public Reference Section of the SEC upon payment of fees prescribed by the SEC. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC’s Web site contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of that site is http://www.sec.gov.

We have filed a registration statement on Form S-1 with the SEC under the Securities Act of 1933, as amended, with respect to the securities offered in this prospectus. This prospectus, which is filed as part of a registration statement, does not contain all of the information set forth in the registration statement, some portions of which have been omitted in accordance with the SEC’s rules and regulations. Statements made in this prospectus as to the contents of any contract, agreement or other document referred to in this prospectus are not necessarily complete and are qualified in their entirety by reference to each such contract, agreement or other document that is filed as an exhibit to the registration statement. The registration statement may be inspected without charge at the public reference facilities maintained by the SEC, and copies of such materials can be obtained from the Public Reference Section of the SEC at prescribed rates. You may obtain additional information regarding our company on our website, located at www.nink-cs.com.

NAMI Corp.

(FKA Pack Fuerte, Inc.)

Quarterly Period Ended September 30, 2018

Tartalomjegyzék

NAMI CORP.

Consolidated Balance Sheets

(Unaudited)

September 30,

June 30,

2018

2018

(Unaudited)

*

ESZKÖZÖK

Current Assets

Cash and cash equivalents

$ 39,248

$ 19,072

Prepayment

27,140

435

Other receivables and deposits

12,347

3,333

Total Current Assets

78,735

22,840

Non-Current Assets

Concession acquisition costs

230,634

236,749

Property and equipment, net

29,881

19,725

TOTAL ASSETS

$ 339,250

$ 279,314

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Accounts payable

$ 113,293

$

Other payables and accruals

53,583

114,726

Amount due to related parties

2,544,991

1,996,164

Stock payable

59,530

Total Current Liabilities

2,711,867

2,170,420

TOTAL LIABILITIES

2,711,867

2,170,420

Commitments and contingencies

STOCKHOLDERS’ EQUITY

Series A Preferred, MYR 1 (USD $0.24) par value; 50,000,000 shares authorized; 280,000 shares issued and outstanding

68,408

Capital stock – Authorized 5,000,000,000 shares of common stock, $0.001 par value, 1,426,927,36 and 720,802,346 shares issued and outstanding

1,426,927

720,802

Additional paid-in capital

33,064

225,473

Accumulated deficit

(3,966,257 )

(2,855,172 )

Accumulated other comprehensive income

65,241

17,791

Total Stockholder’s Deficit

(2,372,617 )

(1,891,106 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 339,250

$ 279,314

*Derived from audited information

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

NAMI CORP.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

Three months ended

September 30,

2018

2017

Revenue

Sales

$

$ 49,281

Operating Expenses

Depreciation, depletion, amortization and impairment

2,810

12,005

General and administrative expenses

171,173

106,075

Total Operating Expenses

173,983

118,080

Loss From Operations

(173,983 )

(68,799 )

Other Expense

Other income

3,007

Interest expense, related parties

(33,064 )

(27,404 )

Total Other Income Expenses

(30,057 )

(27,404 )

Loss before taxation

(204,040 )

(96,203 )

Income taxes

Net Loss

$ (204,040 )

$ (96,203 )

Other Comprehensive Income (Loss)

Foreign currency translation adjustments

47,450

(25,278 )

Total Comprehensive Loss

$ (156,590 )

$ (121,481 )

Basic and Diluted Loss per Common Share

$ (0.00 )

$ (0.00 )

Basic and Diluted Weighted Average Common Shares Outstanding

1,396,226,259

720,802,346

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

NAMI CORP.

Consolidated Statements of Changes in Stockholder’s Deficit

(Unaudited)

Accumulated

Preferred Shares

Common Stock

További

Other

plein

Number of Shares

somme

Number of Shares

somme

Paid-in

Főváros

Accumulated

Deficit

Comprehensive

Income (loss)

Stockholders’

Equity

Balance – June 30, 2018

$

720,802,346

$ 720,802

$ 225,473

$ (2,855,172 )

$ 17,791

$ (1,891,106 )

Recapitalization

706,125,000

706,125

(225,473 )

(907,045 )

(426,393 )

Series A Preferred Stock issued

68,408

68,408

Imputed interest

33,064

33,064

Foreign currency translation adjustment

47,450

47,450

Net loss

(204,040 )

(204,040 )

Balance – September 30, 2018

$ 68,408

1,426,927,346

$ 1,426,927

$ 33,064

$ (3,966,257 )

$ 65,241

$ (2,372,617 )

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

NAMI CORP.

Consolidated Statements of Cash Flows

(Unaudited)

Three months ended

September 30,

2018

2017

CASH FLOWS FROM OPERATING ACTIVITIES

Net Loss

$ (204,040 )

$ (96,203 )

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:

Depreciation

2,810

12,006

Rent expenses contributed to additional paid in capital

352

Imputed interest contributed as additional paid in capital

33,064

27,404

Change in assets and liabilities

Prepayment

(21,430 )

Other receivable and deposits

(9,247 )

657

Accounts Payable and accrued liabilities

(30,696 )

17,855

Deferred rent expenses

(1,956 )

Net cash provided by (used in) operating activities

(229,539 )

(39,885 )

CASH FLOWS FROM INVESTING ACTIVITIES

Repayment of investment in mineral trading, related party

187,932

Purchase of plant and equipment

(13,597 )

(1,797 )

Net cash provided by (used in) investing activities

(13,597 )

186,135

CASH FLOWS FROM FINANCING ACTIVITIES

Series A Preferred Stock issued

9,773

Advances received from related parties

270,276

Repayments of related party advances

(15,164 )

(132,146 )

Net cash provided by (used in) financing activities

264,885

(132,146 )

Effects on changes in foreign exchange rate

(1,573 )

289

Net increase (decrease) in cash and cash equivalents

20,176

14,393

Cash and cash equivalents – beginning of period

19,072

9,861

Cash and cash equivalents – end of period

$ 39,248

$ 24,254

Supplemental Cash Flow Disclosures

Cash paid for interest

$

$

Cash paid for income taxes

$

$

Non-Cash Investing and Financing Activity:

Reclassification of stock payable to additional paid in capital

$ 58,634

$

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

NAMI CORP.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

September 30, 2018

(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 SBS Mining Corp. Malaysia Sdn. Bhd (“SBS”) shareholder, 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.

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 2017 the Company commenced revenue generating operations as a result of its mineral trading business (See Note 3). 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).

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

Fiscal Year

The Company’s fiscal year end is June 30.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and are presented in U.S. dollars.

The amounts shown in these financial statements for periods prior to July 4, 2018 are those of SBS. For the period from July 5, 2018 through September 30, 2018, the amounts shown in these financial statements are the consolidated results of the Company including its wholly owned subsidiary, SBS.

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 8-K/A filed on September 9, 2018. The results of operations for the periods ended September 30, 2018 and the same period last year are not necessarily indicative of the operating results for the full years. In the opinion of management, the unaudited 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, with the exception of the recapitalization related to the reverse acquisition transaction that occurred on July 12, 2018 which of a non-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.

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 at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from these estimates.

Revenue Recognition

Revenues are presented net of discounts. In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered to the customer, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.

The Company applies judgment with respect to whether it can establish a selling price based on third party evidence. The Company does not have any product offerings that would be considered multiple deliverables; therefore the pricing model is determined based on competitor prices for similar product offerings, and/or contracts independently negotiated between the Company and purchasers.

To date, all of the revenue recognized by the Company has been derived from transactions with related parties (See Note 3). In addition, all of the revenue recognized with those related parties has been based on verbal conditions. To date the Company has not entered into a formal written agreement for its commissions earned on the trading of unwashed bauxite ore. The Company has determined that in recording its revenue through September 30, 2018, that the selling price and other conditions derived from its transactions with related parties were not fixed and determinable until those trading commissions were paid to the Company by its related party. Because of this, through September 30, 2018, the Company has recorded its trading commissions earned with Sincere Pacific Mining (M) Sdn. Bhd. (“Sincere”) on the cash basis. In the future, should the Company enter into formal agreements, the recognition method may change.

Cash and Cash Equivalents

The company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At September 30, 2018, and June 30, 2018, cash includes cash on hand and cash in the bank. The Company operates in Malaysia where deposit insurance for deposits is provided up to MYR 250,000 (approximately US$60,000). From time to time the Company’s account balances may exceed that limit.

Fair Value of Financial Instruments

The carrying value of financial instruments including cash and cash equivalents, receivables, prepaid expenses, accounts payable and accrued expenses, approximates their fair value due to the relatively short-term nature of these instruments.

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 functional currency of the Company’s is the Malaysian Ringgit.

Transactions and balances – Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at 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 adjustments increases or decreases accumulated other comprehensive income included on the balance sheet.

Plant and equipment and depreciation

Plant and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Depreciation is calculated on 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 Fixture

33 %

Mineral Properties

The Company is planning on being engaged in the business of the acquisition, exploration, development, mining, and production of mineral properties and or resources, with a current emphasis on sea sand mining (see Note 9) 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 Group 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. Exploration expenses in the three months ended September 30, 2018 and 2017 were $nil and $nil (see Note 9).

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. During the three months ended September 30, 2018 and 2017, there was impairment of long-lived assets of $nil and $nil, respectively.

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.

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. This statement prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances 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 will be in effect when the differences are expected to reverse. The Company recognizes interest and penalties related to unrecognized tax benefits or failure to comply with local tax legislation within the income tax expense line in the accompanying Statement of Operations and Comprehensive Loss. Accrued interest and penalties are included within the related tax liability line in the Balance Sheets.

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 September 30, 2018, there were approximately 45,104 potentially diluted common shares outstanding and as of September 30, 2017, there were no stock options or stock awards, or other convertible securities that would have been included in the computation of diluted earnings per share that could potentially dilute basic earnings per share in the future.

Recently issued accounting pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 which was amended in August 2015 by Update No 2015-14: Revenue from Contracts with Customers. The standard outlines a five-step model for revenue recognition with the core principle being that a company should recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Companies can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Under the modified approach, financial statements will be prepared for the year of adoption using the new standard but prior periods presented will not be adjusted. Instead, companies will recognize a cumulative catch-up adjustment to the opening balance of retained earnings. This new guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period.

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 September 30, 2018 and June 30, 2018, none of these pronouncements is 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 three months ended September 30, 2018, the Company reported a net loss of $204,040. In addition, as of September 30, 2018, the Company had a working capital deficit of approximately $2.63 million with cash on hand less than $40,000. The Company believes that its existing capital resources are not adequate to enable it to execute its business plan and as of the date of these financial statements and has no firm commitment for either additional debt or equity financing available to it in order to meet its current commitments. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company estimates that it will require significant additional cash resources during fiscal 2019 and beyond, especially upon receipt of all of the necessary permits to commence sea sand mining operations (see Note 9). The Company has initiated a private placement of preference shares in order to meet its upcoming needs, however, the Company has received, as of the date of these financial statements, approximately $70,000 and has no firm commitments for additional funds. 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 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 – 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 MYR 500,000 and MYR 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.

Note 4 – Plant and Equipment

September 30,

June 30,

2018

2018

Cost

Motor Vehicles

$ 15,706

$ 16,123

Office equipment

25,722

9,885

Computers and software

13,654

14,016

Tools and equipment

512

526

Furniture and Fixture

37,533

38,528

93,127

79,078

Accumulated Depreciation

(63,246 )

(59,353 )

Plant and Equipment, Net

$ 29,881

$ 19,725

Depreciation for the three months ended September 30, 2018, and 2017 was $2,810 and $12,005, respectively.

Note 5 – Prepaid expenses and deposits

September 30,

June 30,

2018

2018

Sundry receivables

$

$ 1,721

Deposits, including utility, security deposits

27,140

1,612

$ 27,140

$ 3,333

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Note 6 – Related party advances and expenses

Advances from related parties:

September 30,

June 30,

2018

2018

Advances from its Directors

$ 996,620

$ 1,066,278

Advances from related party

808,280

189,795

Advances from holding company

740,091

$ 740,091

plein

$ 2,544,991

$ 1,996,164

During the three months ended September 30, 2018 and 2017, the Company repaid advances from a director of $15,164 and $132,146, respectively.

During the three months ended September 30, 2018 and 2017, the Company received advances from a related party of $270,276 and nil, respectively.

The Company has imputed interest at the rate of approximately 6.5% on the advances made to the Company in the amount of $33,064 during the three months ended September 30, 2018, and has imputed interest at the rate of approximately 6.5% on the advances made to the Company in the amount of $27,404 during the three months ended September 30, 2017.

Note 7 – Commitments and Contingencies

Office Leases

During the three months ended September 30, 2018, and 2017, the Company expensed $nil and $46,158 with respect to its leasing obligations. During the year ended June 30, 2018, the Company terminated all of its outstanding lease obligations. All deposits under the office leases were forfeited to the landlord as required under the leases upon early termination.

Other matters

The Company is currently in negotiations with a related party, Nami Development Corp., in order to provide the Company with administrative support in the form of a management fee contract. The Company expects that it will obtain both executive and staff level support, office space and computer and other office equipment for all administrative functions sometime in the fiscal year ended September 30, 2019.

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.

Note 8 – Share Capital

Common Stock

The Company’s capitalization is 5,000,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.

As of September 30, 2018, 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 the GMCI, on a pro rata basis, determined in accordance with the number of shares of capital stock of the 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.

On September 30, 2018 and June 30, 2018 the Company had 1,426,927,346 and 706,125,000, respectively, common shares issued and outstanding.

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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. The Company authorized the issuance of up to 50 million shares at the issue price of MYR 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 the Company, 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 the Company 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.

In the period ended September 30, 2018, the Company was in discussion with certain investors for a private offering of a new class of preferred equity. Prior to the subscription for this new preferred equity, one investor advanced the Company $59,530 (MYR 240,000). In August 2018, the Company received a signed subscription from the preference share private placement for the amount tendered and will convert the payable to the preferred equity at the time of receipt of the signed subscription in the first quarter of Fiscal 2019.

In August 2018, the Company received approximately $9,078 (MYR 40,000) in a second subscription of its 12% redeemable cumulative preference shares.

Instruments Convertible into Common or Preferred Shares

As of September 30, 2018, and June 30, 2018, the Company had no instruments outstanding that were convertible into or exercisable into either common or preferred shares of the Company.

Note 9 – 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 shall be given exclusive rights to operate mining and extraction activities on the designated area (1,113 square kilometres 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 has submitted the required environmental and engineering assessments as part of the permitting process for approximately 383 square kilometres, but has not yet received approval of its submissions. The Company is expecting to receive approval for the rights in 2018 or early 2019. It is required to prepay MYR 500,000, of which SBS funded MYR 100,000 ($24,163) as of September 30, 2018.

As of September 30, 2018, the Company has capitalized $230,634 (MYR 954,477) of concession acquisition costs associated with the permit applications for the project.

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Note 10 – Geographic Segment Reporting

The following table shows operating activities information by geographic segment for the three ended September 30, 2018 and 2017:

Three months ended September 30, 2018

USA

Malaysia

plein

Revenue

$

$

$

Depreciation, depletion, amortization and impairment

(2,810 )

(2,810 )

General and administrative expenses

(152,334 )

(18,839 )

(171,173 )

Other income (expenses)

(30,057 )

(30,057 )

Net loss

$ (152,334 )

$ (51,706 )

$ (204,040 )

Three months ended September 30, 2017

USA

Malaysia

plein

Revenue

$

$ 49,281

$ 49,281

Depreciation, depletion, amortization and impairment

(12,005 )

(12,005 )

General and administrative expenses

(106,075 )

(106,075 )

Other income (expenses)

(27,404 )

(27,404 )

Net loss

$

$ (96,203 )

$ (96,203 )

The following table shows assets information by geographic segment at September 30, 2018 and June 30, 2018:

As of September 30, 2018

USA

Malaysia

plein

Current assets

$ 2,778

$ 75,957

$ 78,735

Concession acquisition costs

230,634

230,634

Property and equipment, net

29,881

29,881

Total assets

$ 2,778

$ 336,472

$ 339,250

As of June 30, 2018

USA

Malaysia

plein

Current assets

$

$ 81,355

$ 81,355

Concession acquisition costs

Property and equipment, net

46,345

46,345

Total assets

$

$ 127,700

$ 127,700

SBS MINING CORP. MALAYSIA SDN BHD.

CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

June 30, 2018

TARTALOMJEGYZÉK

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholder and the Board of Directors

of SBS Mining Corp Malaysia Sdn. Bhd., Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of SBS Mining Corp. Malaysia Sdn. Bhd., Inc. (the “Company”) as of June 30, 2018 and 2017, the related statements of operations, comprehensive loss, stockholder’s deficit and cash flows for the years ended June 30, 2018 and 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2018 and 2017, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has incurred significant losses and has an accumulated deficit of $2,379,433 as of June 30, 2018 and needs to raise substantial amount of additional funds to meet its obligations and commence its mining operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ LJ Soldinger Associates, LLC

Deer Park, IL

September 20, 2018

We have served as the Company’s auditor since 2018.

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SBS Mining Corp. Malaysia Sdn Bhd.

Mérlegek

June 30,

June 30,

2018

2017

Current Assets

Cash and bank balances

$ 19,072

$ 9,852

Prepayment

435

Other receivables and deposits

3,333

56,883

Deposit on mineral property

186,372

Total current assets

22,840

253,107

Non-Current Assets

Concession acquisition costs

236,749

Plant and equipment, net

19,725

55,714

TOTAL ASSETS

$ 279,314

$ 308,821

Current Liabilities

Other payables and accruals

$ 114,726

$ 15,171

Deferred rent

8,079

Amount due to related parties

1,996,164

1,743,719

Stock payable

59,530

Total liabilities

2,170,420

1,766,969

Commitments and contingencies

Stockholder's Deficit

Share capital (par value MYR 1 [approximately $0.31] per share; 600,000 shares authorized, issued and outstanding as of June 30, 2018 and 2017, respectively)

183,652

183,652

Additional Paid in Capital

286,884

162,986

Accumulated deficit

(2,379,433 )

(1,919,729 )

Accumulated Other Comprehensive Income

17,791

114,943

Total Stockholder's Deficit

(1,891,106 )

(1,458,148 )

TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT

$ 279,314

$ 308,821

See accompanying notes to the audited financial statements

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SBS Mining Corp. Malaysia Sdn Bhd.

Statements of Operations and Comprehensive Loss

Year ended

June 30,

2018

2017

Revenue

$

$

Sales

51,534

32,737

Operating expenses

Depreciation, depletion, amortization and impairment

42,018

41,219

General and administrative expenses

345,322

416,736

Total operating expenses

387,340

457,955

Other expense

Interest expenses – related party

(123,898 )

(100,175 )

Total other expense

(123,898 )

(100,175 )

Loss before taxation

(459,704 )

(525,393 )

Income taxes

Net loss

$ (459,704 )

$ (525,393 )

Comprehensive Income (Loss):

Effect of foreign currency translation

(97,152 )

68,370

Comprehensive Loss

$ (556,856 )

$ (457,023 )

PRO FORMA INFORMATION (Unaudited)

Basic and Diluted Common Shares Outstanding

720,802,346

720,802,346

Basic and Diluted Loss per Common Share

$ 00h00

$ 00h00

See accompanying notes to the audited financial statements

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SBS Mining Corp. Malaysia Sdn Bhd.

Statements of Changes in Stockholder’s Deficit

További

Accumulated

Other

plein

Common stock

Paid-In

Accumulated

Comprehensive

Stockholders'

Shares

somme

Főváros

Deficit

Income

Deficit

Balance – June 30, 2016

600,000

$ 183,652

$ 61,411

$ (1,394,336 )

$ 46,573

$ (1,102,700 )

Imputed interest

100,175

100,175

Imputed rent

1,400

1,400

Foreign currency translation adjustment

68,370

68,370

Net Loss

(525,393 )

(525,393 )

Balance – June 30, 2017

600,000

$ 183,652

$ 162,986

$ (1,919,729 )

$ 114,943

$ (1,458,148 )

Imputed interest

123,898

123,898

Foreign currency translation adjustment

(97,152 )

(97,152 )

Net Loss

(459,704 )

(459,704 )

Balance – June 30, 2018

600,000

$ 183,652

$ 286,884

$ (2,379,433 )

$ 17,791

$ (1,891,106 )

See accompanying notes to the audited financial statements

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SBS Mining Corp. Malaysia Sdn Bhd.

Statements of Cash Flows

Year ended

June 30,

2018

2017

CASH FLOW FROM OPERATING ACTIVITIES:

Net Loss

$ (459,704 )

$ (525,393 )

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:

Depreciation, depletion, amortization and impairment

42,018

41,219

Rent expenses contributed to additional paid in capital

1,400

Imputed interest contributed as additional paid in capital

123,898

100,175

Expenses paid directly by related party

162,008

159,386

Change in assets and liabilities

Other receivable and deposits

56,236

926

Deferred rent

(8,333 )

8,091

Accounts Payable and accrued liabilities

96,389

(2,530 )

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

12,512

(216,726 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Receipt of trading advance

192,245

Concession acquisition costs

(229,367 )

Purchase of plant and equipment

(968 )

(34,814 )

NET CASH USED IN INVESTING ACTIVITIES

(38,090 )

(34,814 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Stock payable

57,673

Advances received from related parties

257,672

893,748

Repayments of related party advances

(281,782 )

(637,915 )

NET CASH PROVIDED BY FINANCING ACTIVITIES

33,563

255,833

Effects of changes in foreign exchange rate

1,235

(8,493 )

NET CHANGE IN CASH

9,220

(4,200 )

CASH AT BEGINNING OF PERIOD

9,852

14,052

CASH AT END OF PERIOD

$ 19,072

$ 9,852

Cash Paid during the year for:

Interest

$

$

Income Taxes

$

$

Supplemental Non-Cash Information

Property, plant and equipment paid for directly by related party

$ 1,860

$

Landlord deposits funded directly by related party

$

$ 51,317

See accompanying notes to the audited financial statements

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SBS Mining Corp. Malaysia Sdn Bhd.

NOTES TO THE FINANCIAL STATEMENTS

Note 1 – Organization and Summary of Significant Accounting Policies

SBS Mining Corp. Malaysia Sdn. Bhd., ("the Company") is a Malaysian corporation whose primary business is mining, exploration and trading of certain mineral ores and properties located in Malaysia.

Currently the Company is principally engaged in the prospecting of minerals and ultimately the mining of minerals upon successful exploration. During fiscal 2017 the Company commenced revenue generating operations as a result of its mineral trading business (See Note 3). 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).

As of June 30, 2018, the Company was a wholly owned subsidiary of GMCI Corp (see below).

In July 2018, the Company was acquired by NAMI Corp (see Note 11).

Fiscal Year

The Company's fiscal year end is June 30.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and are presented in U.S. dollars.

As noted above, as of June 30, 2018 and 2017, all of the issued and outstanding common shares of the Company were held by the Company’s parent, GMCI Corp. These financial statements are not consolidated with the Company’s parent but are presented independently and are considered “carve out” financial statements under accounting principles generally accepted in the United States as, subsequent to June 30, 2018 (see Note 11), the Company has been acquired by NAMI Corp. and therefore the separate presentation to show only the financial position and results of operations of the Company are presented.

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 at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from these estimates.

Revenue Recognition

Revenues are presented net of discounts. In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered to the customer, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.

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The Company applies judgment with respect to whether it can establish a selling price based on third party evidence. The Company does not have any product offerings that would be considered multiple deliverables; therefore the pricing model is determined based on competitor prices for similar product offerings, and/or contracts independently negotiated between the Company and purchasers.

To date, all of the revenue recognized by the Company has been derived from transactions with related parties (See Note 3). In addition, all of the revenue recognized with those related parties has been based on verbal conditions. To date the Company has not entered into a formal written agreement for its commissions earned on the trading of unwashed bauxite ore. The Company has determined that in recording its revenue through June 30, 2018, that the selling price and other conditions derived from its transactions with related parties were not fixed and determinable until those trading commissions were paid to the Company by its related party. Because of this, through June 30, 2018, the Company has recorded its trading commissions earned with Sincere Pacific Mining (M) Sdn. Bhd. ("Sincere") on the cash basis. In the future, should the Company enter into formal agreements, the recognition method may change.

Cash and Cash Equivalents

The company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At June 30, 2018 and 2017, cash includes cash on hand and cash in the bank. The Company operates in Malaysia where deposit insurance for deposits is provided up to MYR 250,000 (approximately US$62,010). From time to time the Company's account balances may exceed that limit.

Fair Value of Financial Instruments

The carrying value of financial instruments including cash and cash equivalents, receivables, prepaid expenses, accounts payable and accrued expenses, approximates their fair value due to the relatively short-term nature of these instruments.

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 functional currency of the Company's is the Malaysian Ringgit.

Transactions and balances – Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at 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 adjustments increases or decreases accumulated other comprehensive income included on the balance sheet.

Plant and equipment and depreciation

Plant and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Depreciation is calculated on 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 Fixture

33 %

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Mineral Properties

The Company is planning on being engaged in the business of the acquisition, exploration, development, mining, and production of 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 Group 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. Exploration expenses in the fiscal year ended June 30, 2018 and 2017, $nil and $nil (see Note 11).

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. During the fiscal year ended June 30, 2018 and 2017, there was impairment of long-lived assets of $19,549 and $0, respectively.

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.

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. This statement prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances 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 will be in effect when the differences are expected to reverse. The Company recognizes interest and penalties related to unrecognized tax benefits or failure to comply with local tax legislation within the income tax expense line in the accompanying Statement of Operations and Comprehensive Loss. Accrued interest and penalties are included within the related tax liability line in the Balance Sheets.

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.

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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 the fiscal year ended June 30, 2018 and 2017, there were no stock options or stock awards, or other convertible securities that would have been included in the computation of diluted earnings per share that could potentially dilute basic earnings per share in the future.

Pro Forma Financial Information

Pursuant to Securities and Exchange Commission Staff Accounting Bulletin Number 1B.2 “Pro Forma Financial Statements and Earnings per Share” (“SAB 1B.2”), pro forma information on the face of the income statement has been presented which reflects the pro forma impact as if the Company had merged with NAMI Corp. as of July 1, 2016 and has therefore presented a pro forma earnings per share based on the shares to be issued to the owner of the Company as consideration for the merger.

Recently issued accounting pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 which was amended in August 2015 by Update No 2015-14: Revenue from Contracts with Customers. The standard outlines a five-step model for revenue recognition with the core principle being that a company should recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Companies can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Under the modified approach, financial statements will be prepared for the year of adoption using the new standard but prior periods presented will not be adjusted. Instead, companies will recognize a cumulative catch-up adjustment to the opening balance of retained earnings. This new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.

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 June 30, 2018 and 2017, none of these pronouncements is 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 intend 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

At June 30, 2018, the Company reported a net loss of $459,704. In addition, as of June 30, 2018, the Company had a working capital deficit of approximately $2.15 million with cash on hand less than $20,000. The Company believes that its existing capital resources are not adequate to enable it to execute its business plan and as of the date of these financial statements and has no firm commitment for either additional debt or equity financing available to it in order to meet its current commitments. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. The Company estimates that it will require significant additional cash resources during fiscal 2019 and beyond, especially upon receipt of all of the necessary permits to commence sea sand mining operations (see Note 11). The Company has initiated a private placement of preference shares in order to meet its upcoming needs, however, the Company has received, as of the date of these financial statements, approximately $70,000 and has no firm commitments for additional funds. 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.

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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 –Advance Payment on Mineral Trading – Related Party

In the year ended June 30, 2016, the Company 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 MYR 500,000 and MYR 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.

During the year ended June 30, 2018 the Company earned revenue from its bauxite trading activities and concluded shipments for an additional 60,000 tonnes of gross washed bauxite (net dry weight of 49,006 tonnes) for net commissions of $51,534 converted at agreed rates of conversion to RM of between 3.857 and 4.3021 for total proceeds of MYR 210,005, after adjustment for certain offset required.

Note 4 – Plant and Equipment

June 30,

June 30,

2018

2017

Cost

Motor Vehicles

$ 16,123

$ 96,404

Office equipment

9,885

14,642

Computers and software

14,016

10,178

Tools and equipment

526

494

Leasehold improvements

12,400

Furniture and Fixture

38,528

34,766

79,078

168,884

Accumulated Depreciation

(59,353 )

(113,170 )

Plant and Equipment, Net

$ 19,725

$ 55,714

Depreciation for the fiscal year ended June 30, 2018 and 2017 was $22,469 and $41,219, respectively.

During the year ended June 30, 2018, the Company recorded $19,549 as an impairment of fixed assets.

Note 5 – Advances to Nami Corp

In the year ended June 30, 2018, the Company advanced $186,372 (MYR 716,856) to NAMI Corp. The advances were made without documentation, are due on demand and are non-interest bearing. The amounts were repaid prior to June 30, 2018.

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Note 6 – Prepaid expenses and deposits

June 30,

June 30,

2018

2017

Sundry receivables

$ 1,721

$ 2,190

Deposits, including utility, security deposits

1,612

54,693

$ 3,333

$ 56,883

Note 7 – Related party advances and expenses

Advances from related parties:

June 30,

June 30,

2018

2017

Advances from its Directors

$ 1,066,278

$ 1,086,254

Advances from related party

189,795

Advances from holding company

740,091

$ 657,465

plein

$ 1,996,164

$ 1,743,719

Directors of the Company have leased shared office space for corporate operations the cost of which is $350 (MYR 1,500 per quarter), the use of which is provided to the Company free of charge by our directors. We have recorded an amount of $Nil and $1,400 as contributed capital during the fiscal year ended June 30, 2018 and 2017.

During the year ended June 30, 2018 and 2017, the Company was advanced cash proceeds in the amount of $257,672 and $893,748, respectively, by directors or entities with common directors to meet operational shortfalls. In addition during the year ended June 30, 2018 and 2017 related parties were repaid, in cash, $281,783, and $637,915, respectively. During the year ended June 30, 2018 and 2017, the Company was advanced $162,008 and $159,386, respectively, for payment of expenses directly to vendors by related parties.

The Company has imputed interest at the rate of approximately 6.5% on the advances made to the Company in the amount of $100,715 during the year ended June 30, 2017, and has imputed interest at the rate of approximately 6.5% on the advances made to the Company in the amount of $123,898 during the year ended June 30, 2018.

Note 8 – Commitments and Contingencies

Office Leases

On July 25, 2016 and September 15, 2016 respectively the Company entered into lease agreements for two individual corporate offices at Tower 1, Avenue 3, The Horizon, Bangsar South City, Kuala Lumpur, Malaysia 59200. The leased premises occupy a total of 5,652 square feet on level 1 and 5,773 square feet on level 5, and each allowed for one month free rent in order to renovate and occupy the space.

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Under the terms of the lease(s) the Company will pay monthly rent of $7,242 USD (RM$31,086) for Level 1 and $7,397 USD (RM$31,752) for Level 5, and shall be responsible for all monthly utilities. The Company has recorded deferred rent for each of the Level 1 and Level 5 leases in the amount of one month's rent respectively for each of the leases in order to account for the free month of occupancy included in the terms of the lease. Deferred rent is being amortized over the term of the lease(s). Security deposits of two months' rent for Level 1 and Level 5 totaling $43,917 USD (RM$188,513), and a deposit for utilities with a cumulative total of $7,320 USD (RM$31,419) were remitted by a related party.

During the fiscal year ended June 30, 2018 and 2017 the Company expended a total of $139,872 (MYR 569,993) and $170,558 (RM 730,963) with respect to all of its leasing obligations. During the year ended June 30, 2018, the Company terminated all of its outstanding lease obligations. All deposits under the office leases were forfeited to the landlord as required under the leases upon early termination.

Other matters

The Company is currently in negotiations with a related party, Nami Development Corp., in order to provide the Company with administrative support in the form of a management fee contract. The Company expects that it will obtain both executive and staff level support, office space and computer and other office equipment for all administrative functions sometime in the fiscal year ended September 30, 2019.

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.

Note 9 – Share Capital

Common Stock

The Company’s authorized capital consists of 600,000 shares of common stock with a par value of MYR 1 per share. All 600,000 shares of common stock of the Company are issued and held by GMCI Corp. as of June 30, 2018 and 2017.

Instruments Convertible into Common or Preferred Shares

As of June 30, 2018 and 2017, the Company had no instruments outstanding that were convertible into or exercisable into either common or preferred shares of the Company.

Note 10 – 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 shall be given exclusive rights to operate mining and extraction activities on the designated area (383 square kilometres 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 has obtained the approval to the required environmental and engineering assessments as part of the permitting process for approximately 20 square kilometers.

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During the year ended June 30, 2018, the Company capitalized $236,749 (MYR 954,477) of concession acquisition costs associated with the permit applications for the project.

Note 11 – Stock Payable

In the period ended June 30, 2018, the Company was in discussion with certain investors for a private offering of a new class of preferred equity (see Note 13). Prior to the subscription for this new preferred equity, one investor advanced the Company $59,530 (RM 240,000). In August 2018, the Company received a signed subscription from the preference share private placement for the amount tendered and will convert the payable to the preferred equity at the time of receipt of the signed subscription in the first quarter of Fiscal 2019.

Note 12 – Income Taxes

The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During 2018 and 2017, the Company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $1.472 million and $897,000 at June 30, 2018 and 2017 respectively, and will begin to expire in the year 2034.

Net deferred tax assets were made up of the following items as of June 30:

2018

2017

Deferred tax assets:

Impairment of related party receivables

105,600

106,000

Depreciation of Property, Plant and Equipment

7,000

5,200

Impairment of mining expenditures

20,000

Other

15,000

Net operating loss carryforwards

353,000

215,000

Total long-term deferred tax asset

480,600

346,200

Deferred tax liabilities:

Related party liabilities

(29,800 )

Concession acquisition costs

(56,800 )

Total deferred tax liabilities

(86,600 )

Valuation Allowance

(394,000 )

(346,200 )

Total Net Deferred Tax Assets

The difference from the reported income tax benefit to that expected from the loss from operations computed using the Malay statutory federal income tax rate of 24% is as follows for June 30:

2018

2017

Expected income tax benefit

(110,300 )

(126,000 )

Permanent timing differences

39,900

25,000

Other

22,600

Valuation allowance

47,800

101,000

Reported income tax expense (benefit)

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Note 13 – Subsequent events

NAMI Corp. Acquisition

In July 2018, the Company was acquired by NAMI Corp. in a Securities Exchange Agreement completed with the Company’s prior parent, GMCI Corp. In exchange for the issuance of 720,802,346 common shares of NAMI Corp. to GMCI Corp., NAMI Corp. received the 600,000 common shares of the Company. Because NAMI Corp. is a public shell, as defined by the United States Securities and Exchange Commission and GMCI Corp. shareholders will receive in excess of 50.1% of the issued and outstanding shares of NAMI Corp., the transaction will not be accounted for as a business combination, but instead as a recapitalization of the Company into NAMI Corp.

On July 19, 2018, the Board deems it to be in the best interests of the GMCI and its stockholders for GMCI to approve and declare a dividend of shares of Nami to the stockholders of the GMCI, on a pro rata basis, determined in accordance with the number of shares of capital stock of the 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.

In August 2018, the Company 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. The Company authorized the issuance of up to 50 million shares at the issue price of MYR 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 at the rate of USD $1.50 on then value translated into USD of each 12% redeemable cumulative preference share at the company redemption date which is 2nd anniversary of the issuance date. In the event of the liquidation or winding up of the Company, 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 the Company 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.

In august 2018, the Company received approximately $10,000 (MYR 40,000) in a second subscription of its 12% redeemable cumulative preference shares.

In August 2018, Nami Development Corp. advanced to the Company approximately $128,000 (MYR 526,650).

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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Egyik sem.

Item 9A. CONTROLS AND PROCEDURES

(a)

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as this term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, including the Chief Executive Officer and Chief Financial Officer, is engaged in a comprehensive effort to review, evaluate, and improve our controls; however, management does not expect that our disclosure controls will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures is also based in part on 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.

Based on their evaluation as of the end of the period covered by this Registration Statement, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective to provide reasonable assurance as of June 30, 2018.

(b)

Management’s Report o