Sino Green Land Corp 10-Q for FY2025 Q1
Sino Green Land Corp. (SGLA)
About this 10-Q
Sino Green Land Corp filed this 10-Q on November 14, 2024, covering the quarter ended September 30, 2024 (FY2025 Q1).
Headline figures
Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $457.25K
- down 16.2% from $545.88K a year earlier
- Net loss
- $333.33K
- compared with a net loss of $386.86K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
OF THE SECURITIES EXCHANGE ACT OF 1934
For
The Quarterly Period Ended
or
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission
File Number
(Exact name of registrant issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
phone number, including area code +
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
| OTC Market – Pink Sheets |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).
YES ☐ ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large
Accelerated Filer ☐ Accelerated Filer ☐
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has fled all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes
☐
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.
| Class | Outstanding at November 14, 2024 | |
| Common Stock, $ par value |
TABLE OF CONTENTS
| 2 |
PART I FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS:
SINO GREEN LAND CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2024, AND JUNE 30, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| September 30, 2024 | June 30, 2024 | |||||||
| As of | ||||||||
| September 30, 2024 | June 30, 2024 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Finance lease right-of-use assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities and other payable | ||||||||
| Contract liabilities | ||||||||
| Convertible note payable | ||||||||
| Bank loan payable - current | ||||||||
| Short-term borrowing | ||||||||
| Amount due to the related parties | ||||||||
| Financing lease obligations – current | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Bank loan payable – non-current | ||||||||
| Financing Lease liabilities – non-current | ||||||||
| Total liabilities | ||||||||
| Stockholders’ deficit | ||||||||
| Preferred Stock, $ par value; shares authorized; shares issued and outstanding at September 30, 2024 and June 30, 2024, respectively | ||||||||
| Common Stock, $ par value; shares authorized; shares issued and outstanding at September 30, 2024 and June 30, 2024, respectively | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
See accompanying notes to the condensed consolidated financial statements.
| 3 |
SINO GREEN LAND CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
| 2024 | 2023 | |||||||
Three months ended September 30 | ||||||||
| 2024 | 2023 | |||||||
| Net revenues | $ | $ | ||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross loss | ( | ) | ( | ) | ||||
| Operating expenses: | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Operating loss | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Gain on disposal of assets | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Sundry income | ||||||||
| Other (expense), net | ( | ) | ( | ) | ||||
| Net loss | ( | ) | ( | ) | ||||
| Other comprehensive income: | ||||||||
| Foreign currency translation income | ||||||||
| Total comprehensive loss | ( | ) | ( | ) | ||||
| Loss per share | ||||||||
| Basic and diluted loss per share | $ | ) | $ | ) | ||||
| Basic and diluted weighted average shares outstanding | ||||||||
See accompanying notes to the condensed consolidated financial statements.
| 4 |
SINO GREEN LAND CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
| Three months ended September 30, 2024 | ||||||||||||||||||||||||||||||||
| Number of shares | Amount | Number of shares | Amount | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Stockholders’ Equity (Deficit) | |||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Three months ended September 30, 2023 | ||||||||||||||||||||||||||||||||
| Number of shares | Amount | Number of shares | Amount | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders’ Equity (Deficit) | |||||||||||||||||||||||||
| Balance as of June 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | | |||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | ( | ) | $ | | |||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance as of September 30, 2023 | $ | $ | $ | ( | ) | ( | ) | |||||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
| 5 |
SINO GREEN LAND CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024, AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
| 2024 | 2023 | |||||||
| Three months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||
| Depreciation | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Operating lease right of use asset | ||||||||
| Accounts payable | ||||||||
| Accrued liabilities and other payable | ||||||||
| Contract liabilities | ( | ) | ||||||
| Operating lease obligations | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Acquisition of property and equipment | ( | ) | ||||||
| Proceeds from disposal of property, plant and equipment | ||||||||
| Net cash provided by investing activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Advances from related parties, net | ||||||||
| Payments on finance lease obligations | ( | ) | ( | ) | ||||
| Principal payments of notes payable, secured | ( | ) | ( | ) | ||||
| Proceeds from notes payable, unsecured | ( | ) | ||||||
| Short-term borrowing | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Net changes in cash and cash equivalents | ||||||||
| Cash and cash equivalents-beginning of the period | ||||||||
| Cash and cash equivalents-end of the period | $ | $ | ||||||
| Supplementary cash flow information: | ||||||||
| Interest paid | $ | ( | ) | $ | ( | ) | ||
| Income taxes paid | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Acquisition of two vehicles with note payable, secured | ( | ) | ||||||
| Liabilities assumed in connection with purchase of vehicles | ||||||||
See accompanying notes to the condensed consolidated financial statements.
| 6 |
SINO GREEN LAND CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024, AND 2023
(Unaudited)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Sino Green Land Corporation (“SGLA”), formerly known as Go Silver Toprich Holding Inc., is a corporation organized under the laws of the State of Nevada on March 6, 2008.
Sunshine Green Land Corp., (“SGL”) a Labuan corporation, was formed on December 8, 2021. On June 30, 2023, SGL consummated a share exchange agreement with the shareholders of Tian Li Eco Holdings Sdn. Bhd (“Tian Li”), a Malaysian corporation, in which all the shares of Tian Li were exchanged for shares of SGL, and Tian Li became a wholly-owned subsidiary of SGL.
On October 1, 2023, SGLA completed a merger with SGL. After the merger, SGLA, SGL, and Tian Li, are collectively referred to as the “Company.”
Upon completion of the merger, SGLA acquired SGL in exchange for shares of common stock of SGLA and shares of preferred stock of SGLA. Immediately after completion of the share exchange, the Company has a total of shares of common stock outstanding and shares of preferred stock outstanding.
Prior
to the merger, Luo Xiong and spouse Wo Kuk Ching and their immediate family members controlled
As SGLA and SGL were under common control at the time of the share exchange, the transaction is accounted for as a combination of entities under common control in a manner similar to the pooling-of-interests method of accounting. In pooling-of-interests accounting, the financial statements of the previously separate companies for periods before the combination are recast on a combined basis for all prior periods that the entities are under common control. The accompanying combined financial statements for all periods presented are referred to as the “consolidated” financial statements. Accordingly, the Company’s consolidated financial statements as of September 30, 2024 and June 30, 2023, and for the three-month ended September 30, 2024 and 2023, include SGLA’s, SGL’s, and Tian Li’s historical assets, liabilities, and results of operations, including the issuance of shares of common stock of SGLA and shares of preferred stock of SGLA on October 1, 2023, as if the combination and issuance of shares occurred at the beginning of the earliest period presented.
The Company conducts its business through its subsidiary Tian Li, which operates in Malaysia as an environmental technology company and recycler of plastic waste bottles and plastic packaging materials.
Going concern
The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements,
for the three months ended September 30, 2024, the Company incurred a net loss of $
| 7 |
The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Management believes additional cash required to meet the Company’s obligations as they become due will be provided by way of advances from related parties. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.
Basis of presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s Transition Report Form 10-KT for the three months transition period ended June 30, 2023, and, in the opinion of management, reflect all adjustments, which consist of normal recurring adjustments, considered necessary for a fair presentation of the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes, included in the Company’s Transition Report on Form 10-KT, filed with the SEC. The condensed consolidated balance sheet as of September 30, 2024, was derived from the audited financial statements as of that date, but does not include all disclosures, including notes, required by GAAP.
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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates for the valuation of inventory and accruals of potential liabilities.
Revenue recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) or agreement(s) with a customer, (2) identifying the Company’s performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied.
The Company generates revenue primarily from the sales of plastic recycle products directly to customers. The Company recognizes revenue at a point in time when the control of the products has been transferred to customers. The transfer of control is considered complete when products have been picked up by our customers or delivered to our customers. The Company recognizes revenues net of sales discount and relevant charges, and accounts for packaging, shipping and handling fees as a fulfilment cost.
SCHEDULE OF REVENUE RECOGNITION
| 2024 | 2023 | |||||||
| Three months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Sale of plastic recycle products | $ | $ | ||||||
| 8 |
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, demand deposits placed with banks or other financial institutions and have original maturities of less than three months. The Company’s primary bank deposits are located in Malaysia.
SCHEDULE OF CASH AND CASH EQUIVALENT
| September 30, 2024 | June 30, 2024 | |||||||
| Cash, cash equivalents, and restricted cash | ||||||||
| Denominated in United States Dollars | $ | $ | ||||||
| Denominated in Chinese Renminbi | ||||||||
| Denominated in Malaysian Ringgit | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
Accounts Receivable
Accounts receivables are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as needed. The Company uses the allowance method to account for uncollectible trade receivable balances. Under the allowance method, if needed, an estimate of uncollectible customer balances is made based upon specific account balances that are considered uncollectible. Factors used to establish an allowance include the credit quality and payment history of the customer. The Company did not deem it necessary to provide an allowance for doubtful accounts as of September 30, 2024 and June 30, 2024.
Inventories
Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. The Company records adjustments to its inventory based on an estimated forecast of the inventory demand, taking into consideration, among others, inventory turnover, inventory quantities on hand, unfilled customer order quantities, forecasted demand, current prices, competitive pricing, and trends and performance of similar products. If the estimated net realizable value is determined to be less than the recorded cost of the inventory, the difference is recognized as a loss in the period in which it occurs. Once inventory has been written down, it creates a new cost basis for inventory that may not be subsequently written up.
Property, plant and equipment, net
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:
SCHEDULE OF ESTIMATED USEFUL LIVES
| Categories | Expected useful life | |
| Factory building | ||
| Factory equipment | ||
| Office equipment | ||
| Computer and Software | ||
| Leasehold improvement | ||
| Motor vehicles |
| 9 |
Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the three and nine months ended September 30, 2024 and 2023, the Company determined there were no indicators of impairment of its property and equipment.
Leases
The Company accounts for its leases in accordance with the guidance of ASC 842, Leases. The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments.
Income taxes
The Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized before the Company is able to realize their benefits, or that future deductibility is uncertain.
Tax benefits from an uncertain tax position are recognized only if it more likely than not that the tax position will be sustained on examination by the taxing authorities based on technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has greater than 50 percent likelihood of being realized upon ultimate resolution. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Foreign currency translation
The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiary maintains its books and records in their respective local currency, which consists of the Malaysian Ringgit (“MYR”).
In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within equity.
Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:
SCHEDULE OF FOREIGN EXCHANGE RATES
| As of September 30, 2024 | As of June 30, 2024 | |||||||
| Spot USD: MYR exchange rate | $ | $ | ||||||
| Average USD: MYR exchange rate | $ | $ | ||||||
| 10 |
The MYR is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the MYR amounts could have been, or could be, converted into US Dollars at the rates used in translation.
The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed like basic net loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. As of September 30, 2024, the Company had convertible notes payable that were convertible into shares of common stock. For the periods ended September 30, 2024 and 2023, the calculations of basic and diluted loss per share are the same because these potential dilutive securities would have had an anti-dilutive effect.
Fair value measurements
The Company follows the guidance of ASC 820-10, “Fair Value Measurements and Disclosures”, with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
Level 1 : Observable inputs such as quoted prices in active markets;
Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions
The Company believes the carrying amounts reported in the balance sheets for accrued expenses and due to related party, approximate their fair values because of the short-term nature of these financial instruments.
Segment Information
Under ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company’s operation segment consists of one component, and the Company’s Chief Executive Officer, who is also the CODM, makes decisions and manages the Company’s operations as a single operating segment.
Recent accounting pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. This new standard is effective for the Company in the fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and will be applied as a cumulative-effect adjustment to retained earnings. The Company adopted ASU 2016-03 as of July 1, 2023, with no impact on our condensed consolidated financial statements or the related disclosures.
Other recent accounting pronouncements and guidance issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
2. PREPAYMENTS AND OTHER CURRENT ASSETS
Prepayments and other current assets consisted of the following as of September 30, 2024 and June 30, 2024:
SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS
| September 30, 2024 | June 30, 2024 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Purchase deposit | ||||||||
| Rental and other deposits | ||||||||
| Prepaid rent | ||||||||
| Prepaid expenses | $ | $ | ||||||
| 11 |
3. INVENTORIES
Inventories primarily consisted of the following PET (polyethylene terephthalate) materials as of September 30, 2024 and June 30, 2024:
SCHEDULE OF INVENTORIES CONSISTS OF PET (POLYETHYLENE TEREPHTHALATE) MATERIALS
| September 30, 2024 | June 30, 2024 | |||||||
| PET flakes | $ | $ | ||||||
| PET pellets | ||||||||
| PET strap belt | ||||||||
| Other PET materials | ||||||||
| In Transit Materials | ||||||||
| Inventories | $ | $ | ||||||
4. PROPERTY, PLANT AND EQUIPMENT, NET
Property and equipment consisted of the following as of September 30, 2024 and June 30, 2024:
SCHEDULE OF PROPERTY AND EQUIPMENT
| September 30, 2024 | June 30, 2024 | |||||||
| Factory building | $ | $ | ||||||
| Factory equipment | ||||||||
| Computer and Software | ||||||||
| Office equipment | ||||||||
| Leasehold improvement | ||||||||
| Motor vehicle | ||||||||
| Total cost | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Net book value | $ | $ | ||||||
Depreciation
and amortization expense was $
As
of September 30, 2024, the factory buildings related to costs of No. 3 factory building (purchased in March 2023) and No. 5 factory building.
In January 2024, the Company acquired a factory building (“Factory No. 5”) from an unrelated third-party that it had formerly
leased, for MYR
5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accrued liabilities consisted of the following as of September 30, 2024 and June 30, 2024:
SCHEDULE OF ACCRUED LIABILITIES
| September 30, 2024 | June 30, 2024 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Other payables | ||||||||
| Accounts payable and accrued expense | $ | $ | ||||||
The balance of accrued liabilities included accrued payroll and accrued utilities.
| 12 |
The balance of other payables included a balance payable to the seller of factory building No. 5.
6. CONVERTIBLE NOTE PAYABLE
Convertible note consisted of the following as of September 30, 2024 and June 30, 2024:
SCHEDULE OF CONVERTIBLE NOTE
| September 30, 2024 | June 30, 2023 | |||||||
| Convertible note | $ | $ | ||||||
On
January 9, 2023, the Company issued a convertible note payable to a third party for $
7. NOTES PAYABLE, SECURED
In
October 2022, the Company obtained a credit facility with OCBC Bank in Malaysia to provide a loan in the principal amount of MYR
In
June 2023, the credit agreement with OCBC Bank was amended to provide a second loan to the Company in the principal amount of MYR
The
total interest expenses were $
Future Minimum principal payments under the bank loans payable, secured are as follow:
SCHEDULE OF FUTURE MINIMUM PRINCIPAL PAYMENTS UNDER BANK LOANS PAYABLE, SECURED
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 onward | ||||
| Total | ||||
| Current balance | ( | ) | ||
| Non-current balance | $ |
| 13 |
8. RELATED PARTY TRANSACTIONS
As of September 30, 2024 and June 30, 2024, the amount due from (due to) related parties consisted of:
SCHEDULE OF AMOUNT DUE FROM (DUE TO) RELATED PARTIES
| September 30, 2024 | June 30, 2024 | |||||||
| Due from Invent Fortune Sdn. Bhd. (4) | $ | $ | ||||||
| Payable to Luo Xiong and Wo Kuk Ching (1) | ( | ) | ( | ) | ||||
| Payable to Empower International Trading (2) | ( | ) | ( | ) | ||||
| Payable to TLC Global International Trading (3) | ( | ) | ( | ) | ||||
| Total due to related parties, net | $ | ( | ) | $ | ( | ) | ||
The amounts due from and payable to related parties are unsecured, non-interest bearing, and payable on demand. The Company has the right to offset amounts with related parties controlled by the same common control group.
| (1) | ||
| (2) | ||
| (3) | ||
| (4) |
9. LEASES
As of September 30, 2024, the Company has two finance leases for motor vehicles.
SCHEDULE OF RIGHT-OF-USE ASSETS AND LEASE LIABILITIES OF OPERATING AND FINANCE LEASE
As of September 30, 2024 | As of June 30, 2024 | |||||||
| Right-of-use assets-operating lease | $ | $ | ||||||
| Right-of-use assets-finance leases | ||||||||
| Total right-of-use assets | $ | $ | ||||||
| Operating lease liabilities – current | $ | $ | ||||||
| Operating lease liabilities – non-current | ||||||||
| Finance lease liabilities – current | ||||||||
| Finance lease liabilities – non-current | ||||||||
| Total lease liabilities | $ | |||||||
The components of lease expense and supplemental cash flow information related to leases for the three months ended September 30, 2024 and 2023 are as follows:
SCHEDULE OF LEASE EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES
| Other information for the three months ended | September 30, 2024 | September 30, 2023 | ||||||
| Cash paid for amounts included in the measurement of lease obligations | ||||||||
| Cash payments for operating lease | $ | $ | ||||||
| Cash payments for finance lease | ||||||||
| Weighted average remaining lease term (in years) | ||||||||
| Operating leases | - | |||||||
| Finance leases | ||||||||
| Weighted average discount rate | ||||||||
| Operating leases | % | % | ||||||
| Finance leases | % | % | ||||||
The undiscounted future minimum payments under the Company’s operating and finance lease liabilities and reconciliation to the operating and finance lease liabilities recognized on the consolidated balance sheet as of September 30, 2024 are as follows:
SCHEDULE OF FUTURE MINIMUM PAYMENTS
| Operating lease | Finance lease | |||||||
| Year ending | ||||||||
| 2025 | $ | $ | ||||||
| 2026 | ||||||||
| 2027 | ||||||||
| Thereafter | ||||||||
| Total lease payment | ||||||||
| Less: Imputed interest | ( | ) | ||||||
| Total lease obligations | $ | |||||||
| Current | ( | ) | ||||||
| Long term | $ | $ | ||||||
| 14 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with (i) the financial statements of Sino Green Land Corporation, a Nevada corporation, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the June 30, 2023 audited financial statements and related notes included in the Company’s most recent Annual Report on Form 10-KT for the nine months ended June 30, 2023 filed with the SEC on September 28, 2023. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.
Overview
Sino Green Land Corporation (the “Company” or “we” or “our”) was incorporated under the laws of the State of Nevada on March 6, 2008, under the name of Henry County Plywood Corporation, as successor by merger to a Virginia corporation incorporated in May 1948 under the same name. On March 17, 2009, we changed our name from “Henry County Plywood Corporation” to “Sino Green Land Corporation”. On January 7, 2020, we renamed from “Sino Green Land Corporation” to “Go Silver Toprich, Inc.”. On August 31, 2020, we changed the name from “Go Silver Toprich, Inc.” back to “Sino Green Land Corporation”.
Results of Operations
Revenues and Cost of Revenues
Net revenues were $457,247 for the three months ended September 30, 2024, reflecting a decrease of $88,631, or 16%, from $545,878 for the three months ended September 30, 2023. The decrease in net revenues was mainly due to a decrease in sales of plastic recycle products from the third parties.
Cost of revenues was $657,728 for the three months ended September 30, 2024, reflecting a decrease of $85,784, or 12%, from $743,512 for the three months ended September 30, 2023. The decrease in cost of revenue was due to the unit cost is lower in line with our revenue decrease.
Gross Loss
Gross loss was $200,481 for the three months ended September 30, 2024 and gross loss was $197,634, for the three months ended September 30, 2023, reflecting a slight increase of $2,847 or 1%. The increase in gross loss was mainly due to the decrease in the net revenues.
General and Administrative Expenses
General and administrative expenses were $106,963 for the three months ended September 30, 2024, reflecting a decrease of $71,169, or 40%, from $178,132 for the three months ended September 30, 2023. The general and administrative expenses was reduced significantly due to the decrease of auditor fee and the penalties.
| 15 |
Net Loss
Net loss totaled $333,331 for the three months ended September 30, 2024, a decrease of $53,528 of 14%, as compared to the net loss of $386,859 for the three months ended September 30, 2023. The decrease was primarily due to the decrease of cost of revenue and operating expense.
Liquidity and Capital Resources
Going concern.
For the three months ended September 30, 2024, Sino Green Land Corporation had an accumulated deficit of $3,224,890, incurred a net loss of $333,331 and cash used in operating activities of $228,941. These factors raise substantial doubt about the Sino Green Land Corporation’s ability to continue as a going concern within one year after the date the financial statements are issued. In addition, Sino Green Land Corporation’s independent registered public accounting firm, in their report on Sino Green Land Corporation’s June 30, 2024, audited financial statements, raised substantial doubt about the Sino Green Land Corporation’s ability to continue as a going concern. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.
Working Capital
| September 30, 2024 | June 30, 2024 | Change | ||||||||||
| Total current assets | $ | 970,100 | $ | 834,790 | $ | 135,310 | ||||||
| Total current liabilities | (4,152,184 | ) | (3,514,227 | ) | (637,957 | ) | ||||||
| Working capital deficit | $ | (3,182,084 | ) | $ | (2,679,437 | ) | $ | (502,647 | ) | |||
As of September 30, 2024, we had total current assets of $970,100 consisting of cash on hand of $39,599, accounts receivables of $139,086, inventory of $732,158, and prepaid expenses and other current assets of $59,257, compared to total current assets of $834,790 as of June 30, 2024. The increase was mainly due to the increase in cash, inventory and account receivable. We had current liabilities of $4,152,184 consisting of accounts payable of $239,544, accrued expenses and other payable of $177,830, contract liabilities of $45,669, convertible note payable of $750,000, current portion of notes payable-secured of $79,359, short-tern borrowing of $291,088, amount due to related parties of $2,546,723 and financing lease obligation of $21,971, compared to total current liabilities of $3,514,227 as of June 30, 2024.
The Company’s net loss was $333,331 and $386,859 for the three months ended September 30, 2024 and 2023, respectively.
| 16 |
Cash Flows
Three months Ended September 30, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| Cash flows used in operating activities | $ | (228,941 | ) | $ | (329,015 | ) | $ | 100,074 | ||||
| Cash flows provided by (used in) investing activities | 9,105 | (41,671 | ) | 50,776 | ||||||||
| Cash flows provided by financing activities | 451,200 | 409,827 | 41,373 | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | (220,623 | ) | 14,437 | (235,060 | ) | |||||||
| Net changes in cash and cash equivalents | $ | 10,741 | $ | 53,578 | $ | (42,837 | ) | |||||
Cash Flow from Operating Activities
Cash flow used in operating activities for the three months ended September 30, 2024 was $228,941 as compared to the amount of $329,015 used in operating activities for the three months ended September 30, 2023, reflecting a decrement of $100,074. The decrease in net cash used in operating activities was mainly due to the fact that the increase from the account payable, accrued assets and other payables and prepayment impact on cash flows.
Cash Flow from Investing Activities
Cash flow provided by investing activities was $9,105 for the three months ended September 30, 2024 and used in investing activities was $41,671 for the three months ended September 30, 2023. The increase in net cash flow provided by investing activities was mainly due to no acquisition of PPE, and sales of factory equipment.
Cash Flow from Financing Activities
Cash flow provided by financing activities was $451,200 for the three months ended September 30, 2024 and $409,827 for the three months ended September 30, 2023, respectively. The decrease in net cash provided by financing activities was mainly due to the decrease in loan proceeds.
Critical Accounting Policies and Estimates
Use of Estimates
In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets, and expenses during the periods reported. Actual results may differ from these estimates.
Off-Balance Sheet Arrangements
As of September 30, 2024, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
| 17 |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.
ITEM 4. CONTROLS AND PROCEDURES.
DISCLOSURE CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures:
We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2024. This evaluation was carried out by Wo Kuk Ching (“Ms. Wo”), our Chief Executive Officer and Wong Ching Wing (“Elise”), our Chief Financial Officer, who also serve as our principal executive officer and principal financial and accounting officer, respectively. Based upon that evaluation, Ms. Wo and Elise concluded that, as of SEPTEMBER 30, 2024, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
The material weaknesses identified include (i) the Company did not maintain a functioning independent audit committee and did not maintain an independent board; (ii) the Company had inadequate segregation of duties; and (iii) the Company had an insufficient number of personnel with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP and SEC disclosure requirements commensurate with the Company’s financial reporting requirements.
Changes in Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently involved in any legal proceedings, and we are not aware of any pending or potential legal actions.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
| 18 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
None
ITEM 6. Exhibits
| Exhibit No. | Description | |
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* | |
| 31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer* | |
| 32.1 | Section 1350 Certification of principal executive officer * | |
| 32.2 | Section 1350 Certification of principal financial and accounting officer * | |
| 101.INS | Inline XBRL Instance Document* | |
| 101.SCH | Inline XBRL Schema Document* | |
| 101.CAL | Inline XBRL Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Definition Linkbase Document* | |
| 101.LAB | Inline XBRL Label Linkbase Document* | |
| 101.PRE | Inline XBRL Presentation Linkbase Document* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
| 19 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SINO GREEN LAND CORPORATION | ||
| (Name of Registrant) | ||
| Date: November 14, 2024 | ||
| By: | /s/ Teresa Wo Kuk Ching | |
| Title: | Chief Executive Officer | |
| 20 |
EXHIBIT 31.1
CERTIFICATION
I, Wo Kuk Ching, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Sino Green Land Corporation (the “Company”) for the quarter ended September 30, 2024;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 14, 2024 | By: | /s/ Wo Kuk Ching |
| Wo Kuk Ching | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION
I, Wong Ching Wing, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Sino Green Land Corporation (the “Company”) for the quarter ended September 30, 2024;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 14, 2024 | By: | /s/ Wong Ching Wing |
| Wong Ching Wing | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of SINO GREEN LAND CORPORATION (the “Company”) on Form 10-Q for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| Date: November 14, 2024 | By: | /s/ Wo Kuk Ching |
| Wo Kuk Ching | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of SINO GREEN LAND CORPORATION (the “Company”) on Form 10-Q for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| Date: November 14, 2024 | By: | /s/ Wong Ching Wing |
| Wong Ching Wing | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.