Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

Verde Resources, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

92337V102

(CUSIP Number)

Liang Wai Keen Unit 701, 7/F., The Phoenix, 21-25 Luard Road, Wanchai, Hong Kong (852) 2152 1223

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 30, 2015

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

  

  

CUSIP No. 92337V102

 

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Borneo Oil & Gas Corporation Sdn Bhd
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions)   OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION   Malaysia

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER   0
	8.	SHARED VOTING POWER   11,236,409
	9.	SOLE DISPOSITIVE POWER   0
	10.	SHARED DISPOSITIVE POWER   11,236,409

 

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   11,236,409
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   11.70% *
14.	TYPE OF REPORTING PERSON (see instructions)   CO

_________

* All percentages reported herein are calculated based upon an aggregate of 96,038,909 common shares outstanding as of February 13, 2017, as disclosed in the Form 10-Q filed on February 17, 2017 for the quarter ended December 31, 2016.

  

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CUSIP No. 92337V102

 

Item 1.  Security and Issuer.

 

This statement on Schedule 13D (this “Schedule 13D”) relates to shares of common stock, par value $0.001 per share (the “Common Stock”), of Verde Resources, Inc., a Nevada corporation (the “Issuer”). The address of the principal executive office of the Issuer is located at Unit 701, 7/F., The Phoenix, 21-25 Luard Road, Wanchai, Hong Kong.

 

Item 2.  Identity and Background.

 

This statement is being filed by the following person (the “Reporting Person”):

 

(a) Borneo Oil & Gas Corporation Sdn Bhd (“BOG”), a corporation incorporated under the laws of Malaysia, is wholly owned by Borneo Oil Berhad, a public listed company in Malaysia. The principal business of BOG is in oil, gas and energy related businesses and also in mining activities.

 

The principal business address for each of the Reporting Person is 17th Floor, Menara Hap Seng, No. 1 & 3 Jalan P. Ramlee, 50250 Kuala Lumpur, Malaysia.

 

During the last five years, none of the Reporting Person has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.  Source or Amount of Funds or Other Consideration.

 

The Reporting Person has acquired an aggregate of 11,236,409 shares of Common Stock of the Issuer, which are reported herein, through several private placements and a consultant agreement between the Issuer and BOG.

 

Item 4.  Purpose of Transaction.

 

The Reporting Person has acquired shares of Common Stock of the Issuer for investment purposes. The Reporting Person intends from time to time to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for shares of Common Stock of the Issuer in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Person will take such actions in the future as the Reporting Person may deem appropriate in light of the circumstances existing from time to time, which may include further acquisitions of shares of Common Stock of the Issuer or disposal of some or all of the shares of Common Stock of the Issuer currently owned by the Reporting Person or otherwise acquired by the Reporting Person, either in the open market or in privately negotiated transactions.

 

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The Reporting Person may engage in communications with one or more shareholders, officers or directors of the Issuer, including discussions regarding the Issuer’s operations and strategic direction and ideas that, if effected, could result in, among other things: (a) the acquisition by the Reporting Person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s certificate of incorporation or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuer’s securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above.

  

Except to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting Person currently has any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing.

 

Item 5. Interest in Securities of the Issuer.

 

(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.

 

Each Reporting Person declares that neither the filing of this Statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Statement.

 

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

 

(b) Number of shares as to which each Reporting Person has:

 

(i) sole power to vote or to direct the vote:

 

See Item 7 on the cover page(s) hereto.

 

(ii) shared power to vote or to direct the vote:

 

See Item 8 on the cover page(s) hereto.

 

(iii) sole power to dispose or to direct the disposition of:

 

See Item 9 on the cover page(s) hereto.

 

(iv) shared power to dispose or to direct the disposition of:

 

See Item 10 on the cover page(s) hereto.

 

As of the date hereof, no Reporting Person owns any shares of Common Stock of the Issuer other than as disclosed in this Statement.

 

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(c) There have been no transactions with respect to the Shares during the sixty days prior to the date of filing of this Schedule 13D by any Reporting Person.

 

(d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Shares held by the Reporting Person other than the Reporting Person.

 

(e) Not applicable.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Except as otherwise described herein, no Reporting Person has any contract, arrangement, understanding or relationship with any person with respect to the shares of Common Stock or any other securities of the Issuer.

 

Item 7.  Material to Be Filed as Exhibits.

 

None

   

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CUSIP No. 92337V102

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

	BORNEO OIL & GAS CORPORATION SDN BHD
Date: May 9, 2017	By:	/s/ Teo Kiew Leong
	Name:	Teo Kiew Leong
	Title:	Director

 

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