SGLA 10-Q/A
Sino Green Land Corp. (SGLA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No.1)
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 January 21, 2026 | |
| Common Stock, $ par value |
EXPLANATORY NOTE
| 2 |
TABLE OF CONTENTS
| 3 |
PART I FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS:
SINO GREEN LAND CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2025, AND JUNE 30, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| As of | ||||||||
| September 30, 2025 | June 30, 2025 | |||||||
| (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’ Deficit | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities and other payable | ||||||||
| Contract liabilities | ||||||||
| Loan from third party | ||||||||
| 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, 2025 and June 30, 2025, respectively | ||||||||
| Common Stock, $ par value; shares authorized; shares issued and outstanding at September 30, 2025 and June 30, 2025, 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.
| 4 |
SINO GREEN LAND CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Three months ended September 30 | ||||||||
| 2025 | 2024 | |||||||
| Net revenues | $ | $ | ||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross loss | ( | ) | ( | ) | ||||
| Operating expenses: | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Gain on disposal of property, plant and equipment | ||||||||
| Interest income | ||||||||
| Interest expenses | ( | ) | ( | ) | ||||
| Sundry income | ||||||||
| Other expense, net | ( | ) | ( | ) | ||||
| Net loss before tax | ( | ) | ( | ) | ||||
| Income tax expenses | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Other comprehensive income (loss): | ||||||||
| 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.
| 5 |
SINO GREEN LAND CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
| Three months ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| Number of shares | Amount | Number of shares | Amount | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders’ Equity (Deficit) | |||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Three months ended September 30, 2024 | ||||||||||||||||||||||||||||||||
| Number of shares | Amount | Number of shares | Amount | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders’ Equity (Deficit) | |||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | ( | ) | ( | ) | |||||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
| 6 |
SINO GREEN LAND CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
| Three months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||
| Amortization expenses | ||||||||
| Depreciation | ||||||||
| Gain on disposal of property, plant and equipment | ( | ) | ||||||
| Interest expenses | ||||||||
| Write back the provision for the inventory | ( | ) | ||||||
| Reverse the allowance for impairment of other receivables | ( | ) | ||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| 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 (used in) / provided by investing activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Payment of interest | ( | ) | ( | ) | ||||
| Advances from related parties, net | ||||||||
| Principle payment on finance lease liabilities | ( | ) | ( | ) | ||||
| Principal payments of bank loan, secured | ( | ) | ( | ) | ||||
| 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 | $ | $ | ||||||
See accompanying notes to the condensed consolidated financial statements.
| 7 |
SINO GREEN LAND CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024
(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, 2024, 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, 2024, 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, 2025 and June 30, 2024, and for the three-month ended September 30, 2025 and 2024, 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, 2025, the Company incurred a net loss of $
| 8 |
Management of the Company has evaluated the sufficiency of additional capital resources. Management’s plan is to obtain such resources by seeking debt financing and/or third-party equity sufficient to meet its minimal operating expenses. Besides, management has taken immediate and significant mitigating actions to reduce costs and optimize the Company’s cash flow and liquidity. Measures include reducing expenditure through deferring or canceling discretionary spend, freezing non-essential recruitment and securing new round of equity financing to replenish working capital. The Company has also acquired the financial support letter from Empower International Trading Sdn. Bhd., the holding company of the Company, who has expressed the willingness and intention to provide the necessary financial support to the Company. However, there is uncertainty as to whether these plans will be effectively implemented or yield sufficient results.
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-K for the full fiscal year ended June 30, 2025, 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 ended June 30, 2025. 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-K, filed with the SEC. The condensed consolidated balance sheet as of September 30, 2025, 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 U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities on 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. On an ongoing basis, management reviews these estimates and assumptions using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. In accordance with ASC250, the changes in estimates will be recognized in the same period of changes in facts and circumstances. The Company bases its estimates on past experiences and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Estimates are used when accounting for items and matters including, but not limited to, allowances for expected credit losses, estimates for inventory provisions, useful lives and impairment of long lived assets, and valuation:allowance for deferred tax assets.
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 recycled products. We enter into sales contracts with the customers as a principal. The contracts contain only one performance obligation for domestic customers, transferring the plastic recycled products to the customers in exchange for consideration.
Revenue is recognized at a point in time when control of the goods is transferred to the customer, which occurs upon delivery. The Company considers a signed delivery receipt as objective evidence of transfer of control.
The terms of pricing and payment stipulated in the contract are fixed. 30% deposit payable upon signing of Sales Contract, 70% payable upon delivery the plastic recycled products to the designated location. We recognize 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 accepted and received by customers. In the normal course of business, our products are sold with no right of return unless the item is defective.
Each contract contains a single performance obligation for the transfer of goods, as the promise is to transfer a series of distinct items that are substantially the same and have the same pattern of transfer. The Company satisfies this performance obligation and recognizes revenue at a point in time when control of the goods is transferred to the customer, which occurs upon delivery. A signed delivery receipt serves as evidence of transfer.
Significant payment terms are as agreed in the contracts, with payment typically due within a short-term credit period. The contracts do not contain a significant financing component, and variable consideration is not significant. The Company acts as the principal in all arrangements. Obligations for returns, refunds, or warranties beyond standard assurance are not offered.
The transaction price is the fixed amount of consideration stated in the sales contract. As the contracts contain a single performance obligation, no allocation is necessary. Costs incurred for packaging and shipping are recognized as expenses when incurred.
| Three months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Sale of plastic recycle products | $ | $ | ||||||
| 9 |
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.
| September 30, 2025 | June 30, 2025 | |||||||
| 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 receivable are recorded at the gross billing amount less an allowance for expected credit losses from the customers. Accounts receivable do not bear interest.
Since July 1, 2022, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using the modified retrospective transition method. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. Upon adoption, the Company changed the impairment model to utilize a forward-looking current expected credit losses (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost and receivables resulting from the application of ASC 606, including contract assets.
The Company maintains an allowance for credit losses in accordance with ASC Topic 326, Credit Losses (“ASC 326”) and records the allowance for credit losses as an offset to accounts receivable and contract assets, and the estimated credit losses charged to the allowance in the combined statements of operations and comprehensive income (loss). The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist, primarily based on similar business lines, services or product offerings and on an individual basis when the Company identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the accounts receivable balances and contract assets balances, credit quality of the Company’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customer.
The
Company did
Inventories
Inventories are stated at the lower of cost or net realizable value, with cost determined on the weighted average cost 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.
For
the year ended June 30, 2025, the Company recognized an inventory write-down of USD
Property and equipment
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:
| Categories | Expected useful life | |
| Factory building | ||
| Factory equipment | ||
| Office equipment | ||
| Computer | ||
| Leasehold improvement | ||
| Motor vehicles |
| 10 |
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 months ended September 30, 2025 and 2024, the Company
determined there were
Leases
From January 1, 2022, the Group adopted Accounting Standards Update (“ASU”) 2016-02, Lease (FASB ASC Topic 842). The adoption of Topic 842 resulted in the presentation of operating lease right-of-use (“ROU”) assets and operating lease liabilities on the consolidated balance sheet. The Group has elected the package of practical expedients, which allows the Group not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any expired or existing leases as of the adoption date. Lastly, the Group elected the short-term lease exemption for all contracts with lease terms of 12 months or less.
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is a lease if it conveys the right to control the use of an identified asset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Group assess whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset and whether it has the right to control the use of the asset.
The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate, on a secured basis. The lease term includes optional renewal periods and early termination payments when it is reasonably certain that the Company will exercise those rights. The initial measurement of the right-of-use asset is equal to the initial lease liability plus any initial direct costs and prepayments, less any lease incentives.
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:
| As of September 30, 2025 | As of June 30, 2025 | |||||||
| Spot USD: MYR exchange rate | $ | $ | ||||||
| Average USD: MYR exchange rate | $ | $ | ||||||
| 11 |
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. On May 16, 2025, the note holder decided not to exercise their conversion right into the Company’s equity, the instrument is no longer classified as a convertible note but is accounted for as a standard term loan. For the periods ended September 30, 2025and 2024, 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
An operating segment is a component of the Company that engages in business activities from which it may earn revenue and incur expenses and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief operating decision maker in order to allocate resources and assess performance of the segment.
In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate 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 revenue segments have similar economic characteristics and they are managed as a single business unit. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s CODM has been identified as the chief executive officer (the “CEO”), who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. The Company has determined that there is only one reportable operating segment.
Recent accounting pronouncements
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This ASU requires additional quantitative and qualitative income tax disclosures to enable financial statements users better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted this guidance effective July 1, 2025 and the Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s balance sheets, statements of income and statements of cash flows.
2. PREPAYMENTS AND OTHER CURRENT ASSETS
Prepayments and other current assets consisted of the following as of September 30, 2025 and June 30, 2025:
| September 30, 2025 | June 30, 2025 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Deposit on factory equipment purchase | ||||||||
| Other deposits | ||||||||
| Other receivables | ||||||||
| Prepayments and other current assets | ||||||||
| Allowance for Other receivables | ( | ) | ||||||
| Net value of prepaid expenses and other current assets | $ | $ | ||||||
| 12 |
3. INVENTORIES
Inventories primarily consisted of the following PET (polyethylene terephthalate) materials at September 30, 2025 and June 30, 2025:
| September 30, 2025 | June 30, 2025 | |||||||
| PET flakes | $ | $ | ||||||
| PET pellets | ||||||||
| PET strap belt | ||||||||
| Other PET materials | ||||||||
| Inventories | ||||||||
| Provision for the inventory | ( | ) | ||||||
| Net value of Inventories | $ | $ | ||||||
4. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment consisted of the following at September 30, 2025 and June 30, 2025:
| September 30, 2025 | June 30, 2025 | |||||||
| Factory building | $ | $ | ||||||
| Factory equipment | ||||||||
| Computer | ||||||||
| Office equipment | ||||||||
| Leasehold improvement | ||||||||
| Motor vehicle | ||||||||
| Total cost | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Net book value | $ | $ | ||||||
Depreciation
expense was $
At
September 30, 2025, 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, 2025 and June 30, 2025:
| September 30, 2025 | June 30, 2025 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Other payables | ||||||||
| $ | $ | |||||||
The balance of accrued liabilities include accrued payroll and accrued utilities.
| 13 |
The balance of other payables includes a balance payable to the seller of factory building No. 5.
6. LOAN FROM THIRD PARTY
Loan from third party consists of the following as of September 30, 2025 and June 30, 2025:
| September 30, 2025 | June 30, 2025 | |||||||
| Loan from third party | $ | $ | ||||||
On
January 9, 2023, the Company issued a convertible note payable to a third party for $
On May 16, 2025, the note holder decided not to exercise their conversion right into the Company’s equity, the instrument is no longer classified as a convertible note but is accounted for as a standard term loan.
7. BANK LOAN PAYABLE
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:
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 onward | ||||
| Total | ||||
| Current balance | ( | ) | ||
| Non-current balance | $ |
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8. RELATED PARTY TRANSACTIONS
As of September 30, 2025 and June 30, 2025, the amount (due to) related parties consisted of:
| September 30, 2025 | June 30, 2025 | |||||||
| Due to 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, 2025, the Company has two fiance leases for motor vehicles, and one operating lease agreements for space (No. 5 factory building) in Malaysia.
As of September 30, 2025 | As of June 30, 2025 | |||||||
| Right-of-use assets-finance leases | ||||||||
| Total right-of-use assets | $ | $ | ||||||
| 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, 2025 and 2024 are as follows:
| Other information for the three months ended | September 30, 2025 | September 30, 2024 | ||||||
| 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, 2025 are as follows:
| Operating lease | Finance lease | |||||||
| Year ending | ||||||||
| 2026 | $ | $ | ||||||
| 2027 | ||||||||
| 2028 | ||||||||
| Thereafter | ||||||||
| Total lease payment | ||||||||
| Less: Imputed interest | ( | ) | ||||||
| Total | $ | |||||||
| Current | ( | ) | ||||||
| Long term | $ | $ | ||||||
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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, 2025 audited financial statements and related notes included in the Company’s most recent Annual Report on Form 10-KT for the twelve months ended June 30, 2025 filed with the SEC on October 14, 2025. 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 $ 445,628 for the three months ended September 30, 2025, which was relatively flat compared to $457,247 in the same period of 2024.
Cost of revenues was $481,410 for the three months ended September 30, 2025, reflecting a decrease of $ 176,318, or 27%, from $657,728 for the three months ended September 30, 2024. This decline was primarily driven by a reduction in impurities within our purchased raw materials, and, more significantly, by the reversal of a prior period inventory write-down of $119,886, which directly reduced current period cost of sales.
Gross Loss
Gross loss was $35,782 for the three months ended September 30, 2025 and gross loss was $200,481 for the three months ended September 30, 2024, reflecting a significantly decrease of $ 164,699 or 82%. This improvement was primarily driven by a reduction in cost of revenues.
General and Administrative Expenses
General and administrative expenses were $120,406 for the three months ended September 30, 2025, reflecting an increase of $13,443, or 13%, from $106,963 for the three months ended September 30, 2024. The increase was primarily driven by higher business travel expenses.
| 16 |
Net Loss
Net loss totaled $186,250 for the three months ended September 30, 2025, a decrease of $ 147,081 of 44%, as compared to the net loss of $333,331 for the three months ended September 30, 2024. The decrease was primarily due to the decrease of cost of revenue.
Liquidity and Capital Resources
Going concern.
For the three months ended September 30, 2025, Sino Green Land Corporation had an accumulated deficit of $4,886,803, incurred a net loss of $186,250 and cash used in operating activities of $64,744. 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, 2025, 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, 2025 | June 30, 2025 | Change | ||||||||||
| Total current assets | $ | 538,335 | $ | 279,622 | $ | 258,713 | ||||||
| Total current liabilities | (5,132,858 | ) | (4,722,571 | ) | (410,287 | ) | ||||||
| Working capital deficit | $ | (4,594,523 | ) | $ | (4,442,949 | ) | $ | (151,574 | ) | |||
As of September 30, 2025, we had total current assets of $538,335 consisting of cash on hand of $ 48,185, accounts receivables of $56,190, inventory of $357,076, and prepaid expenses and other current assets of $76,884, compared to total current assets of $279,622 as of June 30, 2025. The increase was mainly due to the increase in inventory and accounts receivable. We had current liabilities of $5,132,858 consisting of accounts payable of $379,772, accrued expenses and other payable of $171,292, contract liabilities of $6,878, loan form third party of $750,000, current portion of bank loan of $80,943, short-tern borrowing of $298,742, advances due to related parties of $3,424,476 and financing lease obligation of $20,755, compared to total current liabilities of $4,722,571 as of June 30, 2025.
The Company’s net loss was $186,250 and $333,331 for the three months ended September 30, 2025 and 2024, respectively.
| 17 |
Cash Flows
Three months Ended September 30, | ||||||||||||
| 2025 | 2024 | Change | ||||||||||
| Cash flows used in operating activities | $ | (64,744 | ) | $ | (243,706 | ) | $ | 178,962 | ||||
| Cash flows (used in) provided by investing activities | (47,978 | ) | 8,485 | (56,463 | ) | |||||||
| Cash flows provided by financing activities | 117,463 | 449,577 | (332,114 | ) | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | 18,172 | (203,615 | ) | 221,787 | ||||||||
| Net changes in cash and cash equivalents | $ | 22,913 | $ | 10,741 | $ | 12,172 | ||||||
Cash Flow from Operating Activities
Cash flow used in operating activities for the three months ended September 30, 2025 was $64,744 as compared to the amount of $243,706 used in operating activities for the three months ended September 30, 2024, reflecting a decrement of $163,224. The decrease in net cash provided by 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
Net cash used in investing activities was $47,978 for the three months ended September 30, 2025, primarily due to purchases of property, plant and equipment. This compares to net cash provided by investing activities of $8,485 in the prior year period, which was driven by the disposal of fixed assets.
Cash Flow from Financing Activities
Cash flow provided by financing activities was $117,463 for the three months ended September 30, 2025 and $449,577 for the three months ended September 30, 2024, respectively. The decrease in net cash provided by financing activities was mainly due to the decrease in loan proceeds and reduced financial support from related parties.
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, 2025, 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.
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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, 2025. 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, 2025, 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, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 19 |
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.
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.
| 20 |
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: January 21, 2026 | ||
| By: | /s/ Teresa Wo Kuk Ching | |
| Title: | Chief Executive Officer | |
| 21 |