What changed in this filing

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Item 9A. Controls and Procedures

2024-09-30 compared with 2023-03-31 · 739 added, 521 removed, 178 unchanged (88% of the section changed)

9 unchanged sentences

Based on this evaluation, our Principal Executive Officer and Principal

Financial Officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of December 31,

Financial Officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of June 30, 202 4,

due to material weaknesses in our internal control over financial reporting as described below.

5 unchanged sentences

Management conducted an assessment of the Company’s internal control over financial reporting

as of December 31, 2022, based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway

Commission in Internal Control-Integrated Framework (2013) (COSO).

Based on the assessment, management concluded that, as of December

as of June 30, 2024, based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission

in Internal Control-Integrated Framework (2013) (COSO).

Based on the assessment, management concluded that, as of June 30, 2024,

the Company’s internal controls over financial reporting were not effective.

12 unchanged sentences

material weaknesses were identified by our Principal Executive Officer and Principal Financial

Officer , in connection with the review of our financial statements as of December 31, 2022.

Officer , in connection with the review of our financial statements as of June 30, 2024.

Notwithstanding

the identified material weaknesses, management has concluded that the Financial Statements included in this Annual Report on Form 10-K

present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods

disclosed in conformity with U.S.

the identified material weaknesses, management has concluded that the Financial Statements included in this Transition Report on Form

10-KT present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the

periods disclosed in conformity with U.S.

in Internal Controls over Financial Reporting

5 unchanged sentences

public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s

report in this Annual Report on Form 10-K.

report in this Transition Report on Form 10-K.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

following table sets forth certain information about our executive officers and directors as of the date of this Annual Report:

Executive Officer, President, Director

Financial Officer, Treasurer, Director

following table sets forth information regarding our executive officers and directors as of the date of this Annual Report.

CEO, CFO, Secretary,Treasurer,

Financial Officer, Treasurer, and Director of SGLA

Kuk Ching, Director

Kuk Ching (“Ms.

1 unchanged sentence

Officer after the departure of our former Chief Executive Officer, Luo Xiong, spouse of Ms.

Wo effective from December 31, 2021.

Wo is mother of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing (“Elise”) and our Secretary, Wong Erin

(“Erin”), respectively.

Wo effective from June 30, 2021.

mother of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing (“Elise”) and our Secretary, Wong Erin (“Erin”),

respectively.

Wo graduated from University of London in 2010 and holds a bachelor’s degree of science in accounting and finance.

3 unchanged sentences

From 2011 to 2020, she served as senior branch manager of Manulife (International)

Wo brings to the board of directors his business leadership, corporate strategy, and accounting and financial expertise.

Wo brings to the board of directors her business leadership, corporate strategy, and accounting and financial expertise.

Ching Wing, Director

Ching Wing (“Elise”) , age 44, has served as our Chief Financial Officer, Treasurer and Director since July 2, 2020.

7 unchanged sentences

brings to the board of directors her extensive knowledge and experience in business management and financial planning.

Erin, Secretary

Erin (“Erin”), age 39, has served as our Secretary since July 2, 2020.

Erin is daughter of our Chief Executive Officer,

President and Director, Wo Kuk Ching and sister of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing, respectively.

Company promotes accountability for adherence to honest and ethical conduct;

endeavors to provide full, fair, accurate, timely and understandable

disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in

other public communications made by the Company;

and strives to be compliant with applicable governmental laws, rules and regulations.

The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers

and directors as the Company is not required to do so.

lieu of an Audit Committee, the Company’s board of directors, is responsible for reviewing and making recommendations concerning

the selection of outside auditors, reviewing the scope, results, and effectiveness of the annual audit of the Company’s financial

statements and other services provided by the Company’s independent public accountants.

The Chief Executive Officer, the Chief

Financial Officer, and the board of directors of the Company review the Company’s internal accounting controls, practices, and

Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does the

Company have a written nominating, compensation, or audit committee charter.

Our directors believe that it is not necessary to have such

committees, at this time, because the directors can adequately perform the functions of such committees.

Committee Financial Expert

board of directors has determined that we do not have a board member that qualifies as an “audit committee financial expert”

as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term

is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14)

of the FINRA Rules.

believe that our directors can analyze and evaluate our financial statements and understanding internal controls and procedures for

financial reporting.

The directors of the Company do not believe that it is necessary to have an audit committee because management believes

that the board of directors can adequately perform the functions of an audit committee.

In addition, we believe that retaining an independent

director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted

in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations

in Certain Legal Proceedings

directors and our executive officers have not been involved in any of the following events during the past ten years:

petition filed by or against any business of which such person was a general partner or executive officer either at the time of the

bankruptcy or within two years prior to that time;

conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor

subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction,

permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities

or banking activities;

found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have

violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State

securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended,

person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated

any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not

been subsequently reversed, suspended or vacated;

person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not

subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities

law or regulation;

or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited

to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist

order, or removal or prohibition order;

or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with

any business entity;

person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory

Erin is daughter of our Chief Executive Officer, President

and Director, Wo Kuk Ching and sister of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing, respectively.

director holds its position until the next annual meeting of shareholders and until his successor is elected and qualified by our shareholders,

or until earlier death, retirement, resignation or removal.

Relationships

Luo is spouse of Ms.

Wo, our Chief Executive Officer, President, and Director.

Proceedings Involving Directors and Executive Officers

the past ten years no current or incoming director, executive officer, promoter or control person of the Company has been involved in

the following:

A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or

similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner

at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer

at or within two years before the time of such filing;

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations

and other minor offenses) ;

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent

jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage

transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing,

or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment

company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection

with such activity;

Engaging in any type of business practice; or

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of

Federal or State securities laws or Federal commodities laws;

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State

authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described

in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State

securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated

any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been

subsequently reversed, suspended or vacated;

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not

subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation; Or

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent

injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease and desist order, or removal or

prohibition order; Or

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; Or

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory

organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

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1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that

has disciplinary authority over its members or persons associated with a member.

are not required to have independent members of our board of directors, and do not anticipate having independent directors until such

time as we are required to do so.

have not adopted a formal Code of Ethics.

The board of directors evaluated the business of the Company and the number of employees and

determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal,

business conduct and securities laws are adequate ethical guidelines.

In the event our operations, employees and/or directors expand

in the future, we may take actions to adopt a formal Code of Ethics.

Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors.

The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little

assistance until our business operations develop to a more advanced level.

The Company does not currently have any specific or minimum

criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such

The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations

for election or appointment.

shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President,

at the address appearing on the first page of this Information Statement.

1(a)(29))), or any equivalent exchange, association, entity or organization that has

disciplinary authority over its members or persons associated with a member.

Executive Compensation

COMPENSATION TABLE

forth below is information regarding the compensation paid during the years ended December 31, 2022, and 2021 to our principal executive

officer and principal financial officer who are collectively referred to as “named executive officers” elsewhere in this

Annual Report.

Name and principal position

Stock Compensation ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Wo Kuk Ching (1)

Wong Ching Wing (2)

Luo Xiong (3)

July 2, 2020, Wo Kuk Ching (Ms.

Wo”) has served as President and Director.

from December 31, 2021, Ms.

Wo serves as Chief Executive Officer.

Wo currently holds

the positions of Chief Executive Officer, President, and Director, respectively.

Wo is mother of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing (“Elise”) and our Secretary, Wong Erin

(“Erin”), respectively.

Wo is also spouse of our former Chief Executive Officer and Director, Luo Xiong (“Mr.

July 2, 2020, Wong Ching Wing (“Elise”) has served as Chief Financial Officer,

Treasurer and Director.

is daughter of our Chief Executive Officer, President, and Director, Ms.

Wo and sister of our Secretary, Erin.

(3) Effective

December 31, 2021, Luo Xiong (“Mr.

Luo”) resigned from all positions with the

Company, including Chief Executive Officer and Director.

Luo is spouse of Ms.

Wo, our Chief Executive Officer, President, and Director.

OPTION GRANTS

have not granted any stock options to our executive officers since our incorporation.

do not have an employment or consulting agreement with any officers or Directors.

following table sets forth directors’ compensation as of December 31, 2022 (2021:

Stock Compensation ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Wo Kuk Ching (1)

following table sets forth the compensation paid or accrued by us to our Chief Executive Officer and Chief Financial Officer for the

years ended June 30, 2024 and 2023.

Name of Directors

other compensation

CEO, Chairman

Wong Ching Wing

Luo Xiong (3)

July 2, 2020, Wo Kuk Ching (Ms.

Wo”) has served as President and Director.

from December 31, 2021, Ms.

Wo serves as Chief Executive Officer.

Wo currently holds

the positions of Chief Executive Officer, President, and Director, respectively.

Wo is mother of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing (“Elise”) and our Secretary, Wong Erin

(“Erin”), respectively.

Wo is also spouse of our former Chief Executive Officer and Director, Luo Xiong (“Mr.

July 2, 2020, Wong Ching Wing (“Elise”) has served as Chief Financial Officer,

Treasurer and Director.

is daughter of our Chief Executive Officer, President, and Director, Ms.

Wo and sister of our Secretary, Erin.

(3) Effective

December 31, 2021, Luo Xiong (“Mr.

Luo”) resigned from all positions with the

Company, including Chief Executive Officer and Director.

Luo is spouse of Ms.

Wo, our Chief Executive Officer, President, and Director.

DISCUSSION AND ANALYSIS

board of directors does not currently receive any consideration for their services as members of the board of directors.

directors reserves the right in the future to award the members of the board of directors with cash or stock-based consideration for

their services to the Company, which awards, if granted shall be in the sole determination of the board of directors.

COMPENSATION PHILOSOPHY

board of directors determines the compensation given to our executive officers in their sole determination.

The board of directors reserves

the right to pay our executive or any future executives a salary, and/or issue them shares of Common Stock in consideration for services

rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s

This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance

of our executives with our long-term business strategies.

Additionally, while the board of directors has not granted any performance

base stock options to date, the board of directors reserves the right to grant such options in the future, if the board in its sole determination

believes such grants would be in the best interests of the Company.

board of directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the

board of directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and

growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability

of such executives.

STOCK BASED COMPENSATION

attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive

and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our board of directors, which

we do not currently have any immediate plans to award.

do not have an audit or compensation committee comprised of independent directors as our Company qualifies for an exemption from these

requirements.

Indeed, we do not have any audit or compensation committee.

These functions are performed by our Board of Directors as

directors serve 1 year term.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Sales of Unregistered Securities

October 1, 2023, Sino Green Land Corp.

(“SGLA,” or the “Company”) entered into a share exchange agreement (the

“Share Exchange Agreement”) with Sunshine Green Land Corp.a Labuan Company, Wo Kuk Ching, Empower International Trading Sdn

Bhd., Kee Seng Yam, Xu Liming, Wong Erin, Wong Ching Wing, and Pan Xinyu, total eight individual shareholders, owner of 100% of Sunshine

Green Land Corp..

Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of Sunshine was exchanged

for 150,000,000 shares of common stock of SGLA issued to Wo Kuk Ching, Empower International Trading Sdn.Bhd, Kee Seng Yam, Xu Liming,

Wong Erin, Wong Ching Wing, and Pan Xinyu .

The former stockholders of SGL will acquire a majority of the issued and outstanding common

stock as a result of the share exchange transaction.

The transaction has been accounted for as a recapitalization of the Company, whereby

Sunshine is the accounting acquiree.

after completion of such share exchange, the Company has a total of 161,809,738 issued and outstanding shares, with authorized share

capital for common share of 780,000,000 shares.

of securities

following is a summary description of our capital stock and certain provisions under the laws of the State of Nevada where the Company

was incorporated.

The following discussion is qualified in its entirety by reference to such exhibits.

Company is authorized to issue 1,784,178 shares of Preferred Stock.

of December 31, 2022, the Company had 2,520 shares of Preferred Stock issued and outstanding, par value $0.001 per share, and all issued

of June 30, 2024, the Company had 1,784,178 shares of Preferred Stock issued and outstanding, par value $0.001 per share, and all issued

and outstanding shares of Preferred Stock are held by unrelated parties.

Company is authorized to issue 161,809,738 shares of Common Stock.

of December 31, 2022, the Company had 1,460,535 shares of Common Stock issued and outstanding, par value $0.001 per share, and 960,000

of June 30, 2024, the Company had 161,809,738 shares of Common Stock issued and outstanding, par value $0.001 per share, and 145,274,283

shares (approximately 89.78%) of total issued and outstanding Common Stock are held by related parties.

following table lists, as of December 31, 2022, the number of shares of Common Stock of the Company that are beneficially owned by (i)

each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding Common Stock;

(ii) each officer

and director of our Company;

following table lists, as of June 30, 2024, the number of shares of Common Stock of the Company that are beneficially owned by (i) each

person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding Common Stock;

(ii) each officer and

director of our Company;

and (iii) all officers and directors as a group.

Information relating to beneficial ownership of Common

Stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership”

Information relating to beneficial ownership of Common Stock

by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership”

concepts under the rules of the Securities and Exchange Commission.

9 unchanged sentences

voting and investment power.

percentages below are calculated based on 1,460,535 shares of our Common Stock issued and outstanding as of December 31, 2022.

percentages below are calculated based on 161,809,738 shares of our Common Stock issued and outstanding as of June 30, 2024.

do not have any outstanding warrant, options, or other securities exercisable for or convertible into shares of our Common Stock.

12 unchanged sentences

Wo is also spouse of our former Chief Executive Officer and Director, Luo Xiong (“Mr.

Ching Wing (“Elise”), our Chief Financial Officer, Treasurer and Director, and currently owns 40,000 shares of our Common

Stock, approximately 2.74% of total issued and outstanding shares.

Ching Wing (“Elise”), our Chief Financial Officer, Treasurer and Director, and currently owns 6,453,968 shares of our

Common Stock, approximately 3.99% of total issued and outstanding shares.

is daughter of our Chief Executive Officer, President, and Director, Ms.

18 unchanged sentences

the person’s actual voting power at any date.

Indemnification

of Directors and Officers

78.138 of the NRS provides that a director or officer will not be individually liable unless it is proven that (i) the director’s

or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct,

fraud or a knowing violation of the law.

78.7502 of NRS permits a company to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement

actually and reasonably incurred in connection with a threatened, pending or completed action, suit or proceeding if the officer or director

(i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner the officer or director reasonably believed to be

in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe

the conduct of the officer or director was unlawful.

78.751 of NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil

or criminal action, suit or proceeding as they are incurred and in advance of final disposition thereof, upon receipt of an undertaking

by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that

such officer or director is not entitled to be indemnified by the company.

Section 78.751 of NRS further permits the company to grant

its directors and officers additional rights of indemnification under its articles of incorporation or bylaws or otherwise.

78.752 of NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any

person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director,

officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, for any liability asserted against

him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status

as such, whether or not the company has the authority to indemnify him against such liability and expenses.

Our Bylaws provide that we

may indemnify and advance litigation expenses to our directors, officers, employees and agents to the extent permitted by law, our Articles

of Incorporation or our Bylaws, and shall indemnify and advance litigation expenses to our directors, officers, employees and agents

to the extent required by law, our Articles of Incorporation or Bylaws.

Our obligations of indemnification, if any, shall be conditioned

on receiving prompt notice of the claim and the opportunity to settle and defend the claim.

We may, to the extent permitted by law, purchase

and maintain insurance on behalf of an individual who is or was our director, officer, employee or agent.

Indemnification

against Public Policy

as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling

the company pursuant to provisions of our Articles of Incorporation and by laws, or otherwise, we have been advised that in the opinion

of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore

unenforceable.

In the event that a claim for indemnification by such director, officer or controlling person of us in the successful

defence of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities

being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court

of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act

and will be governed by the final adjudication of such issue.

effect of indemnification may be to limit the rights of the Company and the shareholders (through shareholders’ derivative suits

on behalf of the Company) to recover monetary damages and expenses against a director for breach of fiduciary duty.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

Party Transactions

June 30, 2024, the amount due to a related company, which is unsecured with non-interest bearing.

of our directors qualified as an “independent director” under the rules of NASDAQ, Marketplace Rule 4200(a).

do not presently have a nominating committee.

Our Board of Directors currently acts as our nominating committee.

do not presently have an audit committee.

Our Board of Directors currently acts as our nominating committee.

PRINCIPAL ACCOUNTING FEES AND SERVICES

is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal

For the year ended December 31,

following table sets forth the aggregate fees billed to the Company by its independent registered public accounting firm, for the fiscal

years indicated.

ACCOUNTING FEES AND SERVICES

For the years ended June 30,

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (4)

category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory

filings with the SEC, such as the issuance of comfort letters and consents.

category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.

This category consists of fees for professional services rendered by our principal independent registered public accountants for the

audit of our annual financial statements, review of financial statements included in our quarterly reports and services that are normally

provided by the independent registered public accounting firms in connection with statutory and regulatory filings or engagements for

those fiscal years.

This category consists of fees for assurance and related services by our independent registered public accountant that are reasonably

related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.”

The services for the fees disclosed under this category include consultations concerning financial accounting and reporting standards.

This category consists of fees for professional services rendered by our independent registered public accountant for tax compliance,

tax advice, and tax planning.

This category consists of fees for services provided by our independent registered public accountants other than the services described

the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided

by the accountant in connection with statutory and regulatory filings or engagements by Weinberg & Company, P.A.

(2022) and JP Centurion

& Partners PLT (2021) were approved by our board of directors.

by the accountant in connection with statutory and regulatory filings or engagements by AUDIT ALLIANCE LLP (2024) and Weinberg &

Company, P.A.

(2023) were approved by our board of directors.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements

following are filed as part of this report:

Reference is made to the Index to Financial Statements

on page F-1, where these documents are listed.

following exhibits are filed or “furnished” herewith:

Documents filed as part of this Annual Report

All Financial Statements

consolidated financial statements as listed in the accompanying “Index to Consolidated Financial Statements” are filed as

part of this Annual Report on Form 10-K.

Financial Statement Schedules

financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient

to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes

thereto included in this Form 10-K.

Articles of Incorporation**

3 unchanged sentences

Section 1350 Certification of principal financial officer*

Filed herewith.

As filed in the Registrant’s Registration Statement on Form S-1.

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.

accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

Green Land Corp.

September 30, 2024

& Chief Executive Officer, Director

Wong Ching Wing

Financial Officer

Financial and Accounting Officer)

GREEN LAND CORPORATION

of Registrant)

March 31, 2023

Executive Officer

Executive Officer)

SINO GREEN LAND CORPORA TION

TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Financial Statements

Balance Sheets as of December 31, 2022 and 2021

Statements of Operations for the years ended December 31, 2022 and 2021

Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2022 and 2021

Statements of Cash Flows for the years ended December 31, 2022 and 2021

Notes to Financial Statements for the years ended December 31, 2022 and 2021

the Years Ended June 30, 2024 and 2023

Report of Independent Registered Public Accounting Firm (PCAOB ID 3487 )

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive (Loss)

Consolidated Statements of

Stockholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Cinsolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

1 unchanged sentence

on the Financial Statements

have audited the accompanying balance sheet of Sino Green Land Corporation (the “Company”) as of December 31, 2022, the

related statements of operations, changes in stockholders’ deficit, and cash flows for the year then ended, and the related notes

(collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows

for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

have audited the accompanying consolidated balance sheets of Sino Green Land Corporation and its

subsidiaries (the “Company”) as of June 30, 2024, the related consolidated statements of operations and comprehensive

loss, changes in stockholders’ equity (deficit), and cash flows for the year then ended June 30, 2024, and the related

notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial

statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024, and the results of

its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the

United States of America (“U.S.

Uncertainty Related to Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in

Note 1 to the financial statements, during the year ended December 31, 2022, the Company incurred a net loss and utilized cash in

operations, and at December 31, 2022, had a stockholders’ deficit.

these conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

As discussed in Note

1 to the financial statements, during the year ended June 30, 2024, the Company incurred a net loss of $798,804 and used cash in operating

activities of $752,278, result in an accumulated deficit of $2,891,559.

The Company’s current liabilities exceeded current assets

$2,679,437, and the stockholder deficit of $560,144.

These conditions raise substantial doubt about the Company’s ability

to continue as a going concern.

Management’s plans regarding these matters are also described in Note 1.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the

current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,

or complex judgments.

We determined that there are no critical audit matters.

have served as the Company’s auditor since 2022.

/s/ Weinberg & Company, P.A.

Angeles, California

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

Green Land Corporation

3 & 5, Jalan Hi Tech 7/7, Kawasan Perindustrian Hi Tech 7,

Semenyih, Selangor, Malaysia.

on the Financial Statements

have audited the accompanying balance sheets of Sino Green Land Corporation (the ‘Company’) as of December 31, 2021 and 2020,

and the related statements of operations and comprehensive income, stockholders’ equity, and cash flows for the each of two years

in the year ended of December 31, 2021 and 2020, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2021 and 2020, and the results of its operations and its cash flows for each of two years in the year ended December 31, 2021 and

2020, in conformity with accounting principles generally accepted in the United States of America.

financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial

statements, the Company’s losses from operations and no operation raise substantial doubt about its ability to continue as a going

Management’s plans regarding those matters also are described in Note 2.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express

an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting

firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent

with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to those charged with governance and that:

(1) relate to accounts or disclosures that are material to the financial statements

and (2) involved our especially challenging, subjective, or complex judgements.

We determined that there are no critical matters.

JP CENTURION & PARTNERS PLT

CENTURION & PARTNERS PLT

Those standards require that we plan and perform the audits to

obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether

due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not

for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting

principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial

We believe that our audits provides a reasonable basis for our opinion.

have served as the Company’s auditor since 2024.

Lumpur, Malaysia

March 30, 2022

AUDIT ALLIANCE LLP

GREEN LAND CORPORATION

OF DECEMBER 31, 2022 AND 2021

expressed in United States Dollars (“US$”), except for number of shares)

of December 31,

BALANCE SHEETS

OF JUNE 30, 2024 AND 2023

Current assets

AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accrued expenses

to related party

Commitments and Contingencies

STOCKHOLDERS’ DEFICIT

Preferred Stock, $ 0.001

Cash and cash

Accounts receivable

Prepaid expenses and other

current assets

Total current assets

Property, plant and equipment,

Operating lease Right-of-use

Financing lease Right-of-use

and Stockholders’ Equity

Accounts payable

Accrued liabilities and other

C ontract liabilities

Convertible note payable

Bank loan payable - current

Short-term borrowing

Amount due to the related

Financing Lease liabilities

Operating Lease liabilities

Total current liabilities

Bank loan payable –

Financing Lease liabilities

– non-current

Operating Lease liabilities

– non-current

Total Liabilities

Stockholders’

Preferred Stock, $ 0.001 par

20,000,000 shares authorized;

issued and outstanding at December 31, 2022 and 2021, respectively

Common Stock, $ 0.001

1,784,178 shares issued and outstanding at June 30, 2024 and June 30, 2023, respectively

Common Stock, $ 0.001 par value;

780,000,000 shares authorized;

issued and outstanding at December 31, 2022 and 1,460,079

issued and outstanding at December 31, 2021, respectively

161,809,738 shares issued and outstanding at June 30, 2024 and June 30, 2023, respectively

Additional paid in capital

Accumulated other comprehensive

Accumulated deficit

( 2,891,559 )

1 unchanged sentence

Total stockholders’

LIABILITIES AND STOCKHOLDERS’ DEFICIT

accompanying notes to financial statements.

equity (deficit)

Total Liabilities and Stockholders’

Equity (Deficit)

accompanying notes are an integral part of these financial statements.

GREEN LAND CORPORATION

OF OPERATIONS

YEARS ENDED DECEMBER 31, 2022 and 2021

expressed in United States Dollars (“US$”), except for number of shares)

For the year ended

OPERATING EXPENSES:

General and administrative

$ ( 143,983 )

Net loss per share - basic and diluted

Weighted average number of common shares outstanding - basic and diluted

accompanying notes to financial statements.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)

THE YEARS ENDED JUNE 30, 2024 AND 2023

ended June 30,

and administrative expenses

from operations

income (expenses):

(expenses), net

loss before tax

comprehensive (loss) / income:

currency translation (loss) / income

comprehensive loss

accompanying notes are an integral part of these financial statements.

GREEN LAND CORPORATION

OF CHANGES IN STOCKHOLDERS’ DEFICIT

YEARS ENDED DECEMBER 31, 2022 AND 2021

expressed in United States Dollars (“US$”), except for number of shares)

Paid-in Capital

Stockholders’

Preferred Stock

Paid-in Capital

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THE YEARS ENDED JUNE 30, 2024 AND 2023

Stockholders’

Balance as of December 31, 2020

Comprehensive

Balance as of June 30, 2022

( 1,015,395 )

Balance as of December 31, 2021

Capital contribution attributable to related party debt extinguishment

( 1,077,360 )

Balance, value

( 1,077,360 )

Rounding due to reverse stock split

Balance as of December 31, 2022

Foreign currency translation adjustment

Balance as of June 30, 2023

( 2,092,755 )

Balance, value

Foreign currency translation adjustment

Balance as of June 30, 2024

$ ( 2,891,559 )

$ ( 560,144 )

accompanying notes to financial statements.

$ ( 2,891,559 )

$ ( 560,144 )

accompanying notes are an integral part of these financial statements.

GREEN LAND CORPORATION

OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2022 AND 2021

expressed in United States Dollars (“US$”))

For the year ended

STATEMENTS OF CASH FLOWS

THE YEAR ENDED JUNE 30, 2024 AND 2023

Year ended June 30,

Cash flows from operating activities

$ ( 798,804 )

Adjustments to reconcile net loss to net cash used in operating activities:

Changes in operating liabilities:

Accrued expenses

$ ( 1,077,360 )

Adjustments to reconcile net income to net cash used in operating activities:

Changes in operating assets and liabilities

Accounts receivable

Prepaid expenses and other current assets

Operating lease Right of use assets

Accounts payable

Accrued liabilities and other payable

C ontract liabilities

Operating lease liabilities

Net cash used in operating activities

CASH FLOWS FROM FINANCING ACTIVITY:

Due to related party

Net cash provided by financing activity

NET CHANGE IN CASH

CASH, BEGINNING OF YEAR

CASH, END OF YEAR

SUPPLEMENTAL CASH FLOWS INFORMATION

Income taxes paid

Cash flows from investing activity

Acquisition of property and equipment

Net cash used in investing activity

Cash flows from financing activities

Advances from related parties, net

Payments on finance lease liabilities

Principal payments of notes payable, secured

Proceeds from notes payable, unsecured

Proceeds from convertible note payable

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 year

Cash and cash equivalents-ended of the year

Supplementary cash flow information:

Interest paid

accompanying notes to financial statements.

Income taxes paid

Non-cash investing and financing activities:

Acquisition of factory building No.

5 with note payable, secured

Acquisition of two vehicles with note payable, secured

Liabilities assumed in connection with purchase of vehicles

Capital contribution attributable to related party debt extinguishment

accompanying notes are an integral part of these financial statements.

GREEN LAND CORPORATION

TO FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

expressed in United States Dollars (“US$”), except for number of shares)

ORGANIZATION AND BUSINESS BACKGROUND

Sino Green Land Corporation (the “Company”),

formerly known as Go Silver Toprich Holding Inc., is a corporation organized under the laws of the State of Nevada.

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 year ended December 31, 2022, the Company recorded

no revenue, incurred a net loss of $ 35,659 , and used cash in operating activities of $ 47,743 , and at December 31, 2022, had a stockholders’

deficit of $ 222,658 .

These factor raises substantial doubt about the Company’s ability to continue as a going concern within one

year of the date that the financial statements are issued.

The financial statements do not include any adjustments that might be necessary

if the Company is unable to continue as a going concern.

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.

Reverse stock split

2022 , the Company filed a Certificate of Change with the Secretary of State of the

State of Nevada to effectuate a one-for-five hundred (1:500)

reverse stock split of its Common Stock without any change to its par value.

Accordingly, all common shares and preferred

shares and per share amounts in these consolidated financial statements have been adjusted retroactively to reflect the reverse

stock split as if the split occurred at the beginning of the earliest period presented in this Annual Report.

a result of the Reverse Stock Split, the number of the outstanding shares of Common Stock was decreased from 730,039,317

(pre-split) shares to 1,460,535

(post-split) shares, while the number of shares of Preferred Stock outstanding was reduced from 1,259,898

shares to 2,520

The COVID-19 pandemic has negatively impacted the

global economy, workforces, customers, and created significant volatility and disruption of financial markets.

The Company monitors guidance

from national and local public health authorities and has implemented health and safety precautions and protocols in response to these

The extent of the impact of the COVID-19 pandemic has had and will continue to have on the Company’s business is highly

uncertain and difficult to predict and quantify at this time.

The continuing impact of the COVID-19 pandemic, higher

inflation, the actions by central banks to address inflation, increases in interest rates, and rising energy prices create uncertainty

about the future economic environment which will continue to evolve and, we believe, will impact businesses in 2023.

The implications

of higher government deficits and debt, tighter monetary policy, and potentially higher long-term interest rates may drive a higher cost

of capital for the business

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

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 accruals of potential liabilities.

The Company uses an asset

and liability approach for accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based

upon the likelihood of realization of tax benefits in future years.

Under the asset and liability approach, deferred taxes are provided

for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes

and the amounts used for income tax purposes.

A valuation allowance is provided for deferred tax assets if it is more likely than not

these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

The Company’s

policy is to recognize interest and/or penalties related to income tax matters in income tax expense.

Net loss per share

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 December 31, 2022, the Company has no potentially

dilutive securities, such as options or warrants, outstanding.

value measurements

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:

Observable inputs such as quoted prices in active markets;

Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly;

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

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.

accounting pronouncements

June 2016, the FASB issued ASU No.

2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”).

The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables.

The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies

will recognize allowances based on expected rather than incurred losses.

Entities will apply the standard’s provisions as a cumulative-effect

adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective.

The standard is

effective for interim and annual reporting periods beginning after December 15, 2022.

The adoption of ASU 2016-13 is not expected to

have a material impact on the Company’s financial position, results of operations, and cash flows.

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.

ACCRUED EXPENSES

OF ACCRUED EXPENSES

Accrued audit fees

Accrued accounting fees

Accrued professional fees

Accrued transfer agent fees

Total accrued expenses

PREFERRED STOCK AND COMMON STOCK

Preferred Stock

The Company is authorized to issue 20,000,000 shares

of Preferred Stock with a par value of $ 0.001 per share As of December 31, 2022 and 2021, the Company had 2,520 shares of Preferred Stock

issued and outstanding, respectively.

The Company is authorized to issue 780,000,000 shares

of Common Stock with a par value of $ 0.001 per share.

As of December 31, 2022 and 2021, the Company had 1,460,535 shares of Common Stock

issued and outstanding, respectively.

As of December 31, 2022, Wo Kuk Ching (“Ms.

Wo”), the Company’s Chief Executive Officer, President, and Director, directly owned or controlled through direct family

members or family-owned entities, 960,000 shares of Common Stock which represented approximately 65.7 % voting power of the Company’s

RELATED PARTIES

of December 31, 2022, and 2021, the Company owed $ 208,140

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEAR ENDED JUNE 30, 2024 AND 2023

1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Green Land Corporation 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, the Company

changed its name from “Henry County Plywood Corporation” to “Sino Green Land Corporation”.

During 2009 to 2011,

the Company was principally engaged in the wholesale distribution of premium fruits in China.

In 2011, the Company was delinquent in

statutory filings, and the last annual report, Form 10-K for the year ended June 30, 2010, was filed to the SEC on March 31, 2011, and

the last Form 10-Q for the period ended September 30, 2011, was filed to the SEC on November 14, 2011.

December 30, 2019, the Eighth District Court of Clark County, Nevada granted the Application for Appointment of Custodian, to Custodian

Ventures LLC.

David Lazar (“Mr.

Lazar”), on behalf of the Custodian Ventures LLC, was awarded with custodianship and

appointed as sole officer and director due to the Company’s ineffective board of directors, revocation of corporate charter, and

abandonment of business.

On January 7, 2020, Mr.

Lazar announced the Court Order and the Change in Principal Officer through Form 8-K

The filing also mentioned the change of Company’s name from “Sino Green Land Corporation” to “Go Silver

Toprich, Inc.”.

On June 10, 2020, a settlement agreement was entered between the Company, Custodian Ventures, LLC, and Mr.

Pursuant to the agreement, Custodian Ventures LLC shall dismiss its custodianship, and the Company shall resume its business operations,

and each party shall provide each other mutual release.

In consideration of the release, the Company was required to pay Custodian Ventures

LLC $ 15,000 towards its costs and expenses as the settlement to dismiss its custodianship with the Court.

On July 2, 2020, the custodianship

was discharged by the Court and Mr.

Lazar resigned as sole officer and director of the Company.

The former officer, Mr.

Luo Xiong (“Mr.

Luo”) was re-appointed as Chief Executive Officer and director of the Company.

July 2, 2020, along with the resumption of the Company’s business operations, Ms.

Wo Kuk Ching (“Ms.

Wo”), spouse of

Luo has served as President and director of the Company, Ms.

Wong Ching Wing (“Elise”), daughter of Ms.

Wo has served

as Chief Financial Officer, Treasurer and director of the Company, and Ms.

Wong Erin (“Erin”), another daughter of Ms.

has served as Secretary of the Company, respectively.

On August 31, 2020, the Company changed its name from “Go Silver Toprich,

Inc.” back to “Sino Green Land Corporation”.

December 2, 2021, Mr.

Luo submitted his resignation as Chief Executive Officer and director of the Company to the board of directors

effective June 30, 2021.

from June 30, 2021, Ms.

Wo serves as Chief Executive Officer, and currently holds the positions of Chief Executive Officer, President,

and director of the Company, respectively.

June 30, 2023, Sunshine Green Land Corp.

(“SGL”) acquired 100 % interest in Tian Li Eco Holdings Sdn.

Bhd (“Tian Li”).

October 1, 2023, SGLA acquired SGL and all of the outstanding shares of SGL’s common stock were exchanged for 160,349,203 shares

of common stock of SGLA and 1,781,658 shares of preferred stock of SGLA.

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.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates

the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

ended June 30, 2024, the Company incurred a net loss of $ 798,804 and used cash in operating activities of $ 752,278 .

These factors raise

substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements

The Company’s financial statements do not include any adjustments that might result from the outcome of this uncertainty

should we be unable to continue as a going concern.

estimates that the current funds on hand will be sufficient to continue operations through the next nine months.

The continuation of

the Company as a going concern is dependent upon (1) the continued financial support from its stockholders or

its ability to obtain external financing, and (2) further implement management’s business plan to extend its operations and generate

sufficient revenues to meet its obligations.

While the Company believes in the viability of its strategy to increase sales volume and

in its ability to raise additional funds, there can be neither any assurances to that effect, nor any assurance that the Company will

be successful in securing sufficient funds to sustain the operations.

Management believes that the actions presently being taken to obtain

additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.

of Presentation

consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted

in the United States of America (“U.S.

preparation of our financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that

affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities.

results could differ from those estimates.

On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates

are adjusted.

Significant estimates include those related to assumptions used in valuing inventories at net realizable value, accruals

for potential liabilities, and assumptions used in the determination of the Company’s liquidity.

Actual results could differ from

those estimates.

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.

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.

The majority of the Company’s

revenues are generated from customers in Malaysia.

and cash equivalents

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.

OF PRIMARY BANK DEPOSITS

June 30, 2024

June 30, 2023

Cash, cash equivalents, and restricted cash

Denominated in United States Dollars

Denominated in Chinese Renminbi

Denominated in Malaysian Ringgit

Cash and cash equivalents

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.

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 June 30, 2024 and 2023.

are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis.

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 years ended June 30, 2024 and 2023, there

was no write down of inventory.

plant and equipment, net

plant 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:

OF ESTIMATED USEFUL LIVE

the shorter of estimated useful life or term of lease

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 years ended June 30, 2024 and 2023, the Company determined

there were no indicators of impairment of its property and equipment.

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

The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present

value of unpaid lease payments.

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.

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.

(loss) per Share

earnings (loss) per share (“EPS”) is measured as the income or loss available to common shareholders divided by the weighted

average common shares outstanding for the period.

Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share

basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning

of the periods presented, or issuance date, if later.

Potential common shares that have an anti-dilutive effect (i.e.

those that increase

income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

At June 30, 2024, there were no potentially

dilutive securities outstanding.

At June 30, 2023, potentially dilutive securities outstanding consisted on 937,500 shares of common

stock related to convertible note payable, and were excluded from the shares used to calculate diluted earnings per share as their inclusion

would be anti-dilutive.

Assets and Liabilities Measured at Fair Value

Company uses various inputs in determining the fair value of its financial assets and liabilities.

Financial assets recorded at fair

value in the balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value.

Authoritative

guidance provided by the Financial Accounting Standards Board (“FASB”) defines the following levels directly related to the

amount of subjectivity associated with the inputs to fair valuation of these financial assets:

1 Quoted prices in active markets for identical assets or liabilities.

2 Inputs, other than the quoted prices in active markets, that is observable either directly or indirectly.

3 Unobservable inputs based on the Company’s assumptions.

carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable and accrued

expenses, approximate their fair values because of the short maturity of these instruments.

The carrying values of notes and loans payable

approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates.

Company operates in one segment for the manufacture and distribution of its products.

In accordance with the “Segment Reporting”

Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President,

who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company.

guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information

quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the

entity holds material assets and reports revenue.

All material operating units qualify for aggregation under “Segment Reporting”

due to their similar customer base and similarities in:

economic characteristics;

nature of products and services;

and procurement, manufacturing

and distribution processes.

Since the Company operates in one segment, all financial information required by “Segment Reporting”

can be found in the accompanying financial statements.

Concentrations

For the year ended June 30, 2024, 34 %, 22 % and 13 %, respectively, of our revenue was generated from the Company’s three largest

For the year ended June 30, 2023, 50 % and 13 %, respectively, of our revenue was generated from the Company’s two largest

There was no other customer that accounted for more than 10 % of the Company’s revenues for the years ended June 30,

2024 and 2023.

to its former Chief Executive Officer and Director, Luo Xiong, for funds advances to the Company.

The amounts are unsecured, are

non-interest bearing, and are payable on demand.

Luo is the spouse of Wo Kuk Ching, our Chief Executive Officer, President, and

Company had no income tax expense for the years ended December 31, 2022, and 2021, respectively.

A reconciliation of the income tax expense

determined at statutory federal income tax rate to the Company’s income taxes is as follows:

SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE

For the year ended December 31,

At June 30, 2024, 49 %, 17 % and 13 % of the Company’s accounts receivable was from the Company’s three largest

receivable accounts.

At June 30, 2023, 87 % and 13 %, respectively, of the Company’s accounts receivable was due from two customers.

There was no other customer that accounted for more than 10 % of the Company’s accounts receivable at June 30, 2024 and 2023.

from vendors.

For the year ended June 30, 2024, 23 %, 22 %, 19 %, and 10 %, of our purchases was from four vendors.

For the year ended June

30, 2023, 41 % and 21 %, of our purchases was from two vendors.

There was no other vendor that accounted for more than 10 % of the Company’s

purchases for the years ended June 30, 2024 and 2023.

At June 30, 2024, the two largest accounts payable accounts to the Company’s vendors represented 68 % and 15 %.

30, 2023, there was no account payable.

currency translation

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”).

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

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.

of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

OF FOREIGN EXCHANGE RATES

As of and for the year ended June 30,

Year-end USD:

MYR exchange rate

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.

Accounting Pronouncements

Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not

believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial

position or results of operations.

2 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

and other current assets consisted of the following as of June 30, 2024 and 2023:

OF PREPAYMENTS AND OTHER CURRENT ASSETS

Prepaid expenses

Deposit on factory building purchase

Other deposits

Other receivables

Prepaid expenses

3 – INVENTORIES

primarily consisted of the following PET (polyethylene terephthalate) materials as of June 30, 2024 and 2023:

OF PET (POLYETHYLENE TEREPHTHALATE) MATERIALS

PET strap belt

Other PET materials

In Transit Materials

4 – PROPERTY, PLANT AND EQUIPMENT, NET

plant and equipment, net consisted of the following as of June 30, 2024 and 2023:

OF PROPERTY AND EQUIPMENT

Factory building

Factory equipment

Computer and Software

Office equipment

Leasehold improvement

Motor vehicle

Accumulated depreciation

Net book value

January 2024, the Company acquired a factory building (“Factory No.

5”) from an unrelated third-party that it had formerly

leased, for MYR 8,075,275.40 (approximately US$ 1,696,467 ), and funded by a bank loan payable (see Note 7).

and amortization expense was $ 319,369 and $ 260,173 for the fiscal years ended June 30, 2024 and 2023, respectively.

5 – ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND OTHER PAYABLE

liabilities consisted of the following as of June 30, 2024 and 2023:

OF ACCRUED LIABILITIES

Accounts payable

Accrued liabilities

Other payables

Accounts payable and

accrued expense

of other payables included the office expenses payable and balance of property, plant and equipment, net from third party.

6 – CONVERTIBLE NOTE PAYABLE

note payable consists of the following as of June 30, 2024 and 2023:

OF CONVERTIBLE NOTE

Convertible note

January 9, 2023, the Company issued a convertible note payable to a third party for $ 750,000 .

The note is unsecured, has an interest

rate 3 % per annum, matures November 14, 2024 , and is convertible into 937,500 shares of the Company’s common stock at $ 0.80 per

share, any time after the completion of a reverse acquisition with Sino Green Land Corp.

(see Note 11).

7 – BANK LOAN PAYABLE

October 2022, the Company obtained a credit facility with OCBC Bank in Malaysia to provide a loan in the principal amount of MYR 5,000,000

(approximately US$ 1,069,000 ) in relation to the Company’s purchase of a factory (No.

3 factory building, see Note 4).

The acquisition

and loan drawdown was completed in March 2023.

The loan bears interest at the base lending rate, as defined, minus 2.2% (4.06% at March

31, 2024), is secured by the No.

3 factory building, matures in October 2042, and is guaranteed by certain of the Company’s shareholders.

June 2023, the credit agreement with OCBC Bank was amended to provide a second loan to the Company in the principal amount of MYR 4,600,000

(approximately US$ 975,162 ) in relation to the Company’s purchase of a factory (No.

5 factory building, see Note 4).

The acquisition

and loan drawdown was completed in February 2024.

The loan bears interest at the base lending rate, as defined, minus 2.5% (4.06% at

June 30, 2024), is secured by the No.

5 factory building, matures in December 2043, and is guaranteed by certain of the Company’s

shareholders.

total interest expenses were $ 81,203 and $ 17,446 for the year ended June 30, 2024 and 2023 respectively.

Minimum principal payments under the bank borrowing at June 30, 2024, are as follow:

OF MINIMUM PRINCIPAL PAYMENTS

Current balance

Non-current balance

8 – RELATED PARTY TRANSACTIONS

of June 30, 2024 and 2023, the amount due from (due to) related parties consisted of:

OF AMOUNT DUE FROM (DUE TO) RELATED PARTIES

Due from Invent Fortune Sdn.

Payable to Luo Xiong and Wo Kuk Ching (1)

Payable to Empower International Trading (2)

( 1,413,058 )

Payable to TLC Global International Trading (3)

Total due to related parties, net

$ ( 2,093,010 )

$ ( 760,789 )

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.

Xiong and spouse Wo Kuk Ching and their immediate family members own 90 % of the Company’s common stock.

controlled 100 % by Luo Xiong

controlled 100 % by Wong Ching Wing, daughter of Luo Xiong and Wo Kuk Ching

controlled 83 % by Luo Xiong and spouse Wo Kuk Ching.

party debt extinguishment recorded as capital contributions

9 – INCOME TAXES

Company had no income tax expense for the years ended June 30, 2024 and 2023, respectively.

The following is a reconciliation of the

statutory federal income tax rate to the Company’s effective tax rate:

OF RECONCILIATION OF INCOME TAX EXPENSE

Year ended June 30,

Loss from continuing operations before income tax:

$ ( 798,804 )

$ ( 1,077,360 )

Federal statutory tax rate

Income tax benefit at statutory rate

Foreign tax rate difference

Change in valuation allowance

Income tax provision

SCHEDULE OF DEFERRED TAX ASSETS

OF DEFERRED TAX ASSETS

Components of deferred tax assets:

Net operating loss carryforwards

Net operating loss carry forwards

Gross deferred tax assets

valuation allowance

( 1,592,163 )

( 1,584,675 )

Net deferred tax asset

1 unchanged sentence

whether it is more likely than not that deferred tax assets are recoverable.

As of December 31, 2022, and 2021, based on all available

objective evidence, including the existence of cumulative losses, the Company determined that it was more likely than not that the net

deferred tax assets were not fully realizable.

Accordingly, the Company established a full valuation allowance against its net deferred

The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence

exists to support reversal of the valuation allowance.

As of June 30, 2024 and 2023, based on all available objective

evidence, including the existence of cumulative losses, the Company determined that it was more likely than not that the net deferred

tax assets were not fully realizable.

Accordingly, the Company established a full valuation allowance against its net deferred tax assets.

The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support

reversal of the valuation allowance.

Company adopted the provisions of ASC 740, which requires companies to determine whether it is “more likely than not” that

3 unchanged sentences

to uncertain tax positions.

As of December 31, 2022, and 2021, no liability for unrecognized tax benefits was required to be recorded

or disclosed.

As of June 30, 2024 and 2023, no liability for unrecognized tax benefits was required to be recorded or disclosed.

Company’s primary operations are located in Malaysia, which is taxed at 24 %.

the twelve months ended June 30, 2024, the Company entered into two finance leases for motor vehicles.

The aggregate monthly lease

payments are $ 1,800 with an aggregate commitment of approximately $ 95,000 .

The Company recognized financing lease right-of-use assets

and related finance lease liabilities of approximately $ 95,000 upon commencement of the leases.

As of June 30, 2023, the Company

has one operating lease agreements for space (No.

5 factory building) in Malaysia.

In February 2024, the Company completed the acquisition

5 factory building and space from the lessor (See Note 4).

OF OPERATING AND FINANCE LEASE AGREEMENT

June 30, 2024

June 30, 2023

Operating lease Right-of-use assets

Finance leases Right-of-use assets

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

components of lease expense and supplemental cash flow information related to leases for the years ended June 30, 2024 and 2023 are as

OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES

Other information for the year ended

June 30, 2024

June 30, 2023

Cash paid for amounts included in the measurement of lease liabilities

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

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 June 30, 2024 are as follows:

OF FUTURE MINIMUM PAYMENTS

Operating lease

Finance lease

Total lease payment

Imputed interest

Total lease liabilities

11 – SUBSEQUENT EVENT

March 1, 2023, the Company entered into a Non-Binding Letter of Intent (the “LOI”) in which the Company would acquire all

of the issued and outstanding securities of Sunshine Green Land Corp., a Labuan corporation (“Sunshine Green”).

Green owns and operates Tian Li Eco Group Holdings Sdn.

Bhd., a development stage company that specializes in the processing for plastic

waste bottles, PET plastic flakes, and packaging.

The LOI proposes that the Company would acquire 100 % of the issued and outstanding

stock of Sunshine Green in exchange for approximately 143 million shares of the Company’s Common Stock, and approximately 16 million

shares of the Company’s Convertible Preferred Stock.

Luo, former CEO and director of the Company and spouse of the Company’s

Wo Kuk Ching (see Note 5), is a director of Sunshine Green.

Completion of the transaction is subject to, among other matters,

the completion of due diligence, the negotiation of a final agreement, and approval of the transaction by the board of directors.

assurance can be given that the parties will be able agree on a final agreement or that the transactions herein contemplated will close.

October 1, 2023, Sino Green Land Corp.

(“SGLA”) entered into a definitive share exchange agreement with Sunshine Green whereby

SGLA agreed to acquire all of the outstanding shares of Sunshine Green.

Upon completion of the acquisition, all of the outstanding shares

in the capital stock of the Sunshine Green were cancelled.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures