Sino Green Land Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosures Control and Procedures Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. 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 June 30, 202 4, due to material weaknesses in our internal control over financial reporting as described below. Management’s Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15. Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed to provide reasonable assurance to the Company’s management and the board of directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting 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. We identified material weaknesses in our internal controls 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 our financial statements will not be prevented or detected on a timely basis. 23 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. The material weaknesses were identified by our Principal Executive Officer and Principal Financial 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 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. GAAP. Changes in Internal Controls over Financial Reporting There was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting: This annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Transition Report on Form 10-K. ITEM 9B. OTHER INFORMATION None . 24 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The following table sets forth information regarding our executive officers and directors as of the date of this Annual Report. Name Age Position(s) Wo Kuk Ching 68 President CEO, CFO, Secretary,Treasurer, Director of SGLA Wong Erin 39 Secretary of SGLA Wong Ching Wing 44 Chief Financial Officer, Treasurer, and Director of SGLA Wo Kuk Ching, Director Wo Kuk Ching (“Ms. Wo”) , age 68, has served as our President and Director since July 2, 2020, and serves as Chief Executive Officer after the departure of our former Chief Executive Officer, Luo Xiong, spouse of Ms. Wo effective from June 30, 2021. Ms. Wo is mother of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing (“Elise”) and our Secretary, Wong Erin (“Erin”), respectively. Ms. Wo graduated from University of London in 2010 and holds a bachelor’s degree of science in accounting and finance. She obtained an advanced diploma in business administration from Society of Business Practitioners in 2017. She served as a financial planner of Chubb Life Insurance Company Limited from 2003 to 2011. From 2011 to 2020, she served as senior branch manager of Manulife (International) Limited. Ms. Wo brings to the board of directors her business leadership, corporate strategy, and accounting and financial expertise. Wong Ching Wing, Director Wong Ching Wing (“Elise”) , age 44, has served as our Chief Financial Officer, Treasurer and Director since July 2, 2020. Elise is daughter of our Chief Executive Officer, President and Director, Wo Kuk Ching and sister of our Secretary, Wong Erin, respectively. Elise graduated from University of California, Davis, in 2005 and holds a bachelor’s degree of science in computer science. She earned her master’s degree of science in finance from University of Hong Kong in 2011. Elise was awarded a Financial Advisers’ International Qualification (FAIQ) from Institute of Financial Planners of Hong Kong (“IFPHK”) in 2014 and a Qualified Retirement Advisor (QRA) Holder from IFPHK in 2017, respectively. From 2010 to 2020, she served as senior financial consultant of Manulife (International) Limited. Elise brings to the board of directors her extensive knowledge and experience in business management and financial planning. 25 Wong Erin, Secretary Wong 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. Term of Office Our 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. Family Relationships Mr. Luo is spouse of Ms. Wo, our Chief Executive Officer, President, and Director. Legal Proceedings Involving Directors and Executive Officers During the past ten years no current or incoming director, executive officer, promoter or control person of the Company has been involved in the following: (1) 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; (2) 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) ; (3) 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: i. 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; ii. Engaging in any type of business practice; or iii. 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; (4) 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; (5) 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 vacated; (6) 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; 26 (7) 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: 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; Or (8) 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. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Item 11. Executive Compensation The 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. Position Name of Directors Year Salary before tax Bonus All other compensation Total CEO, Chairman & Director Wo Kuk Ching 2024 - - - - 2023 - - - - CFO & Director Wong Ching Wing 2024 - - - - 2023 - - - - Secretary Wong Erin 2024 - - - - 2023 - - - - We 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 a whole. All directors serve 1 year term. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Recent Sales of Unregistered Securities On 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. Immediately 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. 27 Description of securities The 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. Preferred Stock The Company is authorized to issue 1,784,178 shares of Preferred Stock. As 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. Common Stock The Company is authorized to issue 161,809,738 shares of Common Stock. As 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. The 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” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power. The percentages below are calculated based on 161,809,738 shares of our Common Stock issued and outstanding as of June 30, 2024. 28 We do not have any outstanding warrant, options, or other securities exercisable for or convertible into shares of our Common Stock. Name of Beneficial Owner Number of Common Stock Owned Percentage of Ownership Wo Kuk Ching (Chief Executive Officer, President, and Director) (1) 56,882,222 35.15 % Wong Ching Wing (Chief Financial Officer, Treasurer, and Director (2) 6,453,968 3.99 % Wong Erin (Secretary) (3) 6,453,968 3.99 % All executive officers and directors as a group (3 persons named above) 69,790,158 43.13 % Empower International Trading Sdn. Bhd. (4) 75,484,125 46.65 % Other owners of the Company 16,535,455 10.22 % 161,809,738 100.00 % (1) Wo Kuk Ching, our Chief Executive Officer, President, and Director, and currently owns 56,882,222 shares of our Common Stock, approximately 35.15% of total issued and outstanding shares. Ms. Wo is mother of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing (“Elise”) and our Secretary, Wong Erin (“Erin”), respectively. Ms. Wo is also spouse of our former Chief Executive Officer and Director, Luo Xiong (“Mr. Luo”). (2) Wong 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. Elise is daughter of our Chief Executive Officer, President, and Director, Ms. Wo and sister of our Secretary, Erin. (3) Wong Erin (“Erin”), our Secretary, and currently owns 6,453,968 shares of our Common Stock, approximately 3.99% of total issued and outstanding shares. Erin is daughter of our Chief Executive Officer, President, and Director, Ms. Wo and sister of our Chief Financial Officer, Treasurer and Director, Elise. (4) Empower International Trading Sdn. Bhd. (“Empower”), a Malaysia corporation, currently owns 75,484,125 shares of our Common Stock, approximately 46.65% of total issued and outstanding shares. Luo Xiong, spouse of our Chief Executive Officer, President and Director, Wo Kuk Ching, is sole director and shareholder of Empower. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the number of shares is deemed to include the number of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any date. Indemnification of Directors and Officers Section 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. Section 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. 29 Section 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. Section 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 Insofar 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. The 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. 30 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE Related Party Transactions On June 30, 2024, the amount due to a related company, which is unsecured with non-interest bearing. Director Independence None of our directors qualified as an “independent director” under the rules of NASDAQ, Marketplace Rule 4200(a). Nominating Committee We do not presently have a nominating committee. Our Board of Directors currently acts as our nominating committee. Audit Committee We do not presently have an audit committee. Our Board of Directors currently acts as our nominating committee. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The 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, 2024 2023 Audit Fees (1) $ 23,000 $ 10,000 Audit-Related Fees (2) - - Tax Fees (3) - - All Other Fees (4) - - Total $ 23,000 $ 10,000 (1) 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. (2) 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. (3) This category consists of fees for professional services rendered by our independent registered public accountant for tax compliance, tax advice, and tax planning. (4) This category consists of fees for services provided by our independent registered public accountants other than the services described above. All 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 AUDIT ALLIANCE LLP (2024) and Weinberg & Company, P.A. (2023) were approved by our board of directors. 31 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Documents filed as part of this Annual Report (1) All Financial Statements The 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. (2) Financial Statement Schedules All 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. (3) Exhibits Number Description 3.1 Articles of Incorporation** 3.2 Bylaws** 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 officer* 32.1 Section 1350 Certification of principal executive officer* 32.2 Section 1350 Certification of principal financial officer* 32 SIGNATURES In 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. Sino Green Land Corp. Date: September 30, 2024 /s/ Wo Kuk Ching By: Wo Kuk Ching, President & Chief Executive Officer, Director /s/ Wong Ching Wing By: Wong Ching Wing Chief Financial Officer (Principal Financial and Accounting Officer) 33 SINO GREEN LAND CORPORATION Consolidated Financial Statements For the Years Ended June 30, 2024 and 2023 Contents Page Report of Independent Registered Public Accounting Firm (PCAOB ID 3487 ) F-1 Consolidated Balance Sheets F-2 Consolidated Statements of Operations and Comprehensive (Loss) F-3 Consolidated Statements of Stockholders’ Equity (Deficit) F-4    Consolidated Statements of Cash Flows F-5 Notes to Cinsolidated Financial Statements F-6 to F-13 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Sino Green Land Corporation Opinion on the Financial Statements We 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. GAAP”) . Material Uncertainty Related to Going Concern The 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 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. Basis for Opinion These 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. We conducted our audits in accordance with the standards of the PCAOB. 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 reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our 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 statements. We believe that our audits provides a reasonable basis for our opinion. We have served as the Company’s auditor since 2024. /s/ AUDIT ALLIANCE LLP Singapore September 30, 2024 F- 1 SINO GREEN LAND CORPORATION CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2024 AND 2023 2024 2023 As of June 30, 2024 2023 Assets Current assets Cash and cash equivalents $ 28,858 $ 125,134 Accounts receivable 76,738 52,796 Inventories 664,400 198,093 Prepaid expenses and other current assets 64,794 104,579 Total current assets 834,790 480,602 Non-current assets Property, plant and equipment, net 4,013,206 2,528,124 Operating lease Right-of-use assets - 42,546 Financing lease Right-of-use assets 73,461 - Total Assets $ 4,921,457 $ 3,051,272 Liabilities and Stockholders’ Equity Current liabilities Accounts payable $ 107,466 $ - Accrued liabilities and other payable 156,117 152,626 C ontract liabilities 68,048 - Convertible note payable 750,000 750,000 Bank loan payable - current 68,682 36,266 Short-term borrowing 252,038 - Amount due to the related parties 2,093,010 760,789 Financing Lease liabilities – current 18,866 - Operating Lease liabilities – current - 44,167 Total current liabilities 3,514,227 1,743,848 Non-current liabilities Bank loan payable – non-current 1,925,688 1,032,606 Financing Lease liabilities – non-current 41,686 - Operating Lease liabilities – non-current - - Total Liabilities 5,481,601 2,776,454 Stockholders’ Equity Preferred Stock, $ 0.001 par value; 20,000,000 shares authorized; 1,784,178 shares issued and outstanding at June 30, 2024 and June 30, 2023, respectively 1,784 1,784 Common Stock, $ 0.001 par value; 780,000,000 shares authorized; 161,809,738 shares issued and outstanding at June 30, 2024 and June 30, 2023, respectively 161,810 161,810 Additional paid in capital 2,121,929 2,121,929 Accumulated other comprehensive income 45,892 82,050 Accumulated deficit ( 2,891,559 ) ( 2,092,755 ) Total stockholders’ equity (deficit) ( 560,144 ) 274,818 Total Liabilities and Stockholders’ Equity (Deficit) $ 4,921,457 $ 3,051,272 The accompanying notes are an integral part of these financial statements. F- 2 SINO GREEN LAND CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) FOR THE YEARS ENDED JUNE 30, 2024 AND 2023 2024 2023 Year ended June 30, 2024 2023 Revenues $ 2,088,028 $ 636,482 Cost of revenues ( 2,163,421 ) ( 1,052,261 ) Gross loss ( 75,393 ) ( 415,779 ) Operating expenses: General and administrative expenses ( 643,767 ) ( 644,490 ) Operating expenses ( 643,767 ) ( 644,490 ) Loss from operations ( 719,160 ) ( 1,060,269 ) Other income (expenses): Other income 854 - Interest income 705 266 Interest expenses ( 81,203 ) ( 17,357 ) Other (expenses), net ( 79,644 ) ( 17,091 ) Net loss before tax ( 798,804 ) ( 1,077,360 ) Income tax expenses - - Net loss ( 798,804 ) ( 1,077,360 ) Other comprehensive (loss) / income: Foreign currency translation (loss) / income ( 36,158 ) 82,050 Total comprehensive loss $ ( 834,962 ) $ ( 995,310 ) The accompanying notes are an integral part of these financial statements. F- 3 SINO GREEN LAND CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEARS ENDED JUNE 30, 2024 AND 2023 Accumulated Total Additional Other Stockholders’ Number of Number of Paid-in Comprehensive Accumulated Equity shares Amount shares Amount Capital Income Deficit (Deficit) Balance as of June 30, 2022 1,784,178 1,784 161,809,738 161,810 57,757 35,748 ( 1,015,395 ) ( 758,296 ) Capital contribution attributable to related party debt extinguishment 2,121,929 2,121,929 Net Loss - - - - - - ( 1,077,360 ) ( 1,077,360 ) Foreign currency translation adjustment - - - - - 46,302 46,302 Balance as of June 30, 2023 1,784,178 1,784 161,809,738 161,810 2,121,929 82,050 ( 2,092,755 ) $ 274,818 Balance 1,784,178 1,784 161,809,738 161,810 2,121,929 82,050 ( 2,092,755 ) $ 274,818 Net Loss - - - - - - ( 798,804 ) ( 798,804 ) Foreign currency translation adjustment - - - - - ( 36,158 ) - ( 36,158 ) Balance as of June 30, 2024 1,784,178 $ 1,784 161,809,738 $ 161,810 $ 2,121,929 $ 45,892 $ ( 2,891,559 ) $ ( 560,144 ) Balance 1,784,178 $ 1,784 161,809,738 $ 161,810 $ 2,121,929 $ 45,892 $ ( 2,891,559 ) $ ( 560,144 ) The accompanying notes are an integral part of these financial statements. F- 4 SINO GREEN LAND CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED JUNE 30, 2024 AND 2023 2024 2023 Year ended June 30, 2024 2023 Cash flows from operating activities Net loss $ ( 798,804 ) $ ( 1,077,360 ) Adjustments to reconcile net income to net cash used in operating activities: Depreciation 319,369 260,173 Changes in operating assets and liabilities Accounts receivable ( 23,942 ) 32,673 Inventories ( 466,307 ) ( 96,133 ) Prepaid expenses and other current assets 39,785 98,431 Operating lease Right of use assets 41,938 105,153 Accounts payable 107,466 ( 72,108 ) Accrued liabilities and other payable 3,491 28,357 C ontract liabilities 68,048 ( 201,388 ) Operating lease liabilities ( 43,322 ) - Net cash used in operating activities ( 752,278 ) ( 922,202 ) Cash flows from investing activity Acquisition of property and equipment ( 876,102 ) ( 584,201 ) Net cash used in investing activity ( 876,102 ) ( 584,201 ) Cash flows from financing activities Advances from related parties, net 1,332,221 850,228 Payments on finance lease liabilities ( 18,231 ) - Principal payments of notes payable, secured ( 88,412 ) - Proceeds from notes payable, unsecured ( 15,552 ) ( 11,766 ) Proceeds from convertible note payable - 750,000 Short term borrowing 252,038 36,266 Net cash provided by financing activities 1,462,064 1,624,728 Effect of exchange rate changes on cash and cash equivalents 70,040 ( 45,631 ) Net changes in cash and cash equivalents ( 96,276 ) 72,694 Cash and cash equivalents-beginning of the year 125,134 52,440 Cash and cash equivalents-ended of the year $ 28,858 $ 125,134 Supplementary cash flow information: Interest paid $ ( 81,203 ) $ ( 17,357 ) Income taxes paid $ - $ - Non-cash investing and financing activities: Acquisition of factory building No. 5 with note payable, secured $ 975,162 $ 1,080,637 Acquisition of two vehicles with note payable, secured ( 94,336 ) Liabilities assumed in connection with purchase of vehicles 76,105 Capital contribution attributable to related party debt extinguishment - 2,064,172 The accompanying notes are an integral part of these financial statements. F- 5 SINO GREEN LAND CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2024 AND 2023 NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Sino 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. On December 30, 2019, the Eighth District Court of Clark County, Nevada granted the Application for Appointment of Custodian, to Custodian Ventures LLC. Mr. 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 filing. 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. Lazar. 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. Since July 2, 2020, along with the resumption of the Company’s business operations, Ms. Wo Kuk Ching (“Ms. Wo”), spouse of Mr. 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. Wo 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”. On 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. Effective 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. On June 30, 2023, Sunshine Green Land Corp. (“SGL”) acquired 100 % interest in Tian Li Eco Holdings Sdn. Bhd (“Tian Li”). On 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. Going concern The 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. For the year 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 are issued. 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. Management 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. Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). F- 6 Use of Estimates The 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. Actual 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. Revenue recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) or agreement(s) with a customer, (2) identifying the Company’s performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company generates revenue primarily from the sales of plastic recycle products directly to customers. The Company recognizes revenue at a point in time when the control of the products has been transferred to customers. The transfer of control is considered complete when products have been picked up by our customers or delivered to our customers. The Company recognizes revenues net of sales discount and relevant charges, and accounts for packaging, shipping and handling fees as a fulfilment cost. The majority of the Company’s revenues are generated from customers in Malaysia. Cash and cash equivalents Cash and cash equivalents consist of cash on hand, demand deposits placed with banks or other financial institutions and have original maturities of less than three months. The Company’s primary bank deposits are located in Malaysia. SCHEDULE OF PRIMARY BANK DEPOSITS June 30, 2024 June 30, 2023 Cash, cash equivalents, and restricted cash Denominated in United States Dollars $ 2,396 $ 23,578 Denominated in Chinese Renminbi 1,001 7,999 Denominated in Malaysian Ringgit 25,461 93,557 Cash and cash equivalents $ 28,858 $ 125,134 Accounts Receivable Accounts receivables are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as needed. The Company uses the allowance method to account for uncollectible trade receivable balances. Under the allowance method, if needed, an estimate of uncollectible customer balances is made based upon specific account balances that are considered uncollectible. Factors used to establish an allowance include the credit quality and payment history of the customer. The Company did not deem it necessary to provide an allowance for doubtful accounts as of June 30, 2024 and 2023. Inventories Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. The Company records adjustments to its inventory based on an estimated forecast of the inventory demand, taking into consideration, among others, inventory turnover, inventory quantities on hand, unfilled customer order quantities, forecasted demand, current prices, competitive pricing, and trends and performance of similar products. If the estimated net realizable value is determined to be less than the recorded cost of the inventory, the difference is recognized as a loss in the period in which it occurs. Once inventory has been written down, it creates a new cost basis for inventory that may not be subsequently written up. For the years ended June 30, 2024 and 2023, there was no write down of inventory. Property, plant and equipment, net Property, 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: SCHEDULE OF ESTIMATED USEFUL LIVE Categories Expected useful life Factory building 20 years Factory equipment 7 years Office equipment 3 - 10 years Computaer and Software 3 - 10 years Leasehold improvement Over the shorter of estimated useful life or term of lease Motor vehicles 3 - 10 years 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 years ended June 30, 2024 and 2023, the Company determined there were no indicators of impairment of its property and equipment. Leases The Company accounts for its leases in accordance with the guidance of ASC 842, Leases. The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. F- 7 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. Earnings (loss) per Share Basic 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. Financial Assets and Liabilities Measured at Fair Value The 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: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs, other than the quoted prices in active markets, that is observable either directly or indirectly. Level 3 Unobservable inputs based on the Company’s assumptions. The 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. Segments The 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. Existing 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 Revenues. For the year ended June 30, 2024, 34 %, 22 % and 13 %, respectively, of our revenue was generated from the Company’s three largest customers. For the year ended June 30, 2023, 50 % and 13 %, respectively, of our revenue was generated from the Company’s two largest customers. 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. F- 8 Accounts receivable. 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. Purchases 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. Accounts payable. At June 30, 2024, the two largest accounts payable accounts to the Company’s vendors represented 68 % and 15 %. At June 30, 2023, there was no account payable. Foreign currency translation The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiary maintains its books and records in their respective local currency, which consists of the Malaysian Ringgit (“MYR”). In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within equity. Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods: SCHEDULE OF FOREIGN EXCHANGE RATES 2024 2023 As of and for the year ended June 30, 2024 2023 Year-end USD: MYR exchange rate $ 4.7172 $ 4.6269 Average USD: MYR exchange rate $ 4.6941 $ 4.4902 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. Recent Accounting Pronouncements The 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. F- 9 NOTE 2 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepayments and other current assets consisted of the following as of June 30, 2024 and 2023: SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS 2024 2023 Prepaid expenses $ 12,188 $ 14,567 Deposit on factory building purchase - 35,227 Other deposits 26,145 29,089 Other receivables 26,461 25,696 Prepaid expenses $ 64,794 $ 104,579 NOTE 3 – INVENTORIES Inventories primarily consisted of the following PET (polyethylene terephthalate) materials as of June 30, 2024 and 2023: SCHEDULE OF PET (POLYETHYLENE TEREPHTHALATE) MATERIALS 2024 2023 PET flakes $ 5,821 $ 32,655 PET pellets 85,077 50,443 PET strap belt 42,183 51,276 Other PET materials 527,882 63,719 In Transit Materials 3,437 - Inventories $ 664,400 $ 198,093 NOTE 4 – PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following as of June 30, 2024 and 2023: SCHEDULE OF PROPERTY AND EQUIPMENT 2024 2023 Factory building $ 3,174,635 $ 1,491,279 Factory equipment 1,363,279 1,319,673 Computer and Software 3,457 - Office equipment 10,903 15,042 Leasehold improvement 215,787 147,706 Motor vehicle 16,875 17,204 Total cost 4,784,936 2,990,904 Accumulated depreciation ( 771,730 ) ( 462,780 ) Net book value $ 4,013,206 $ 2,528,124 In 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). Depreciation and amortization expense was $ 319,369 and $ 260,173 for the fiscal years ended June 30, 2024 and 2023, respectively. F- 10 NOTE 5 – ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND OTHER PAYABLE Accrued liabilities consisted of the following as of June 30, 2024 and 2023: SCHEDULE OF ACCRUED LIABILITIES 2024 2023 Accounts payable $ 107,466 $ - Accrued liabilities 91,182 55,588 Other payables 64,935 97,038 Accounts payable and accrued expense $ 263,583 $ 152,626 Balance of other payables included the office expenses payable and balance of property, plant and equipment, net from third party. NOTE 6 – CONVERTIBLE NOTE PAYABLE Convertible note payable consists of the following as of June 30, 2024 and 2023: SCHEDULE OF CONVERTIBLE NOTE 2024 2023 Convertible note $ 750,000 $ 750,000 On 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). NOTE 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 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. 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 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. The total interest expenses were $ 81,203 and $ 17,446 for the year ended June 30, 2024 and 2023 respectively. Future Minimum principal payments under the bank borrowing at June 30, 2024, are as follow: SCHEDULE OF MINIMUM PRINCIPAL PAYMENTS 2025 $ 68,682 2026 71,586 2027 74,612 2028 77,766 2029 onward 1,701,724 Total 1,994,370 Current balance ( 68,682 ) Non-current balance $ 1,925,688 NOTE 8 – RELATED PARTY TRANSACTIONS As of June 30, 2024 and 2023, the amount due from (due to) related parties consisted of: SCHEDULE OF AMOUNT DUE FROM (DUE TO) RELATED PARTIES 2024 2023 Due from Invent Fortune Sdn. Bhd. (4) $ 1,001,561 $ 917,096 Payable to Luo Xiong and Wo Kuk Ching (1) ( 954,566 ) ( 137,922 ) Payable to Empower International Trading (2) ( 1,413,058 ) ( 798,835 ) Payable to TLC Global International Trading (3) ( 726,947 ) ( 741,128 ) Total due to related parties, net $ ( 2,093,010 ) $ ( 760,789 ) 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) Luo Xiong and spouse Wo Kuk Ching and their immediate family members own 90 % of the Company’s common stock. (2) Entity controlled 100 % by Luo Xiong (3) Entity controlled 100 % by Wong Ching Wing, daughter of Luo Xiong and Wo Kuk Ching (4) Entity controlled 83 % by Luo Xiong and spouse Wo Kuk Ching. Related party debt extinguishment recorded as capital contributions F- 11 NOTE 9 – INCOME TAXES The 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: SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE Year ended June 30, 2024 2023 Loss from continuing operations before income tax: $ ( 798,804 ) $ ( 1,077,360 ) U.S. Federal statutory tax rate 21 % 21 % Income tax benefit at statutory rate ( 167,749 ) ( 226,246 ) Foreign tax rate difference - - Change in valuation allowance - - Income tax provision $ - $ - SCHEDULE OF DEFERRED TAX ASSETS As of June 30, 2024 2023 Components of deferred tax assets: Net operating loss carry forwards $ - $ 383,000 Gross deferred tax assets - 383,000 Less: valuation allowance - ( 383,000 ) Net deferred tax asset $ - $ - The provisions of ASC Topic 740, Accounting for Income Taxes, require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. 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. The Company adopted the provisions of ASC 740, which requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any tax benefit can be recorded in the financial statements. ASC 740 also provides guidance on the recognition, measurement, classification and interest and penalties related to uncertain tax positions. As of June 30, 2024 and 2023, no liability for unrecognized tax benefits was required to be recorded or disclosed. The Company’s primary operations are located in Malaysia, which is taxed at 24 %. NOTE 10 – LEASES During 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 of the No. 5 factory building and space from the lessor (See Note 4). SCHEDULE OF OPERATING AND FINANCE LEASE AGREEMENT As of June 30, 2024 As of June 30, 2023 Operating lease Right-of-use assets $ - $ 42,546 Finance leases Right-of-use assets 73,461 - Total Right-of-use assets $ 73,461 $ 42,546 Operating Lease liabilities – current $ - $ 44,167 Operating Lease liabilities – non-current - - Finance Lease liabilities – current 18,866 - Finance Lease liabilities – non-current 41,686 - Total Lease liabilities $ 60,552 $ 44,167 F- 12 The components of lease expense and supplemental cash flow information related to leases for the years ended June 30, 2024 and 2023 are as follows: SCHEDULE 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 $ 44,518 $ 109,144 Cash payments for finance lease 19,364 - Weighted average remaining lease term (in years) Operating leases 0.17 2.75 Finance leases 3.27 - Weighted average discount rate Operating leases 7.31 % 7.31 % Finance leases 8.77 % - 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 June 30, 2024 are as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS Operating lease Finance lease Year ending 2024 $ - $ 22,028 2025 - 22,028 2026 - 10,939 Thereafter - 11,587 Total lease payment - 66,582 Less: Imputed interest - ( 6,030 ) Total lease liabilities $ - 60,552 Current - ( 18,866 ) Long term $ - $ 41,686 NOTE 11 – SUBSEQUENT EVENT Effective 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. F- 13