Sino Green Land Corp. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission File Number 000-53208 SINO GREEN LAND CORPORATION (Exact name of registrant issuer as specified in its charter) Nevada 54-0484915 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) No. 3 & 5 , Jalan Hi Tech 7/7 , Kawasan Perindustrian Hi Tech 7 , 43500 Semenyih, Selangor , Malaysia . (Address of principal executive offices, including zip code) Registrant’s phone number, including area code + 603 8727 8732 Securities registered pursuant to Section 12(b) of the Act: Title of each class: Trading Symbol(s) Name of each exchange on which registered: Common Stock, $0.001 par value SGLA OTC Market – Pink Sheets Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files). YES ☐ NO ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has fled all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☒ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date. Class Outstanding at November 14, 2024 Common Stock, $ 0.001 par value 161,809,738 TABLE OF CONTENTS Page PART I FINANCIAL INFORMATION ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: 3 Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and June 30, 2024 3 Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended September 30, 2024 and 2023 (unaudited) 4 Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months Ended September 30, 2024 and 2023 (unaudited) 5 Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2024 and 2023 (unaudited) 6 Notes to Condensed Consolidated Financial Statements for the Three Months Ended September 30, 2024 and 2023 (unaudited) 7 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 15 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 18 ITEM 4. CONTROLS AND PROCEDURES 18 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 18 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 19 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 19 ITEM 4. MINE SAFETY DISCLOSURES 19 ITEM 5. OTHER INFORMATION 19 ITEM 6. EXHIBITS 19 SIGNATURES 20 2 PART I FINANCIAL INFORMATION ITEM 1. CONDENSED FINANCIAL STATEMENTS: SINO GREEN LAND CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2024, AND JUNE 30, 2024 (Currency expressed in United States Dollars (“US$”), except for number of shares) September 30, 2024 June 30, 2024 As of September 30, 2024 June 30, 2024 (Unaudited) Assets Current assets Cash and cash equivalents $ 39,599 $ 28,858 Accounts receivable 139,086 76,738 Inventories 732,158 664,400 Prepaid expenses and other current assets 59,257 64,794 Total current assets 970,100 834,790 Non-current assets Property, plant and equipment, net 4,478,001 4,013,206 Finance lease right-of-use assets 77,199 73,461 Total Assets $ 5,525,300 $ 4,921,457 Liabilities and Stockholders’ Equity (Deficit) Current liabilities Accounts payable $ 239,544 $ 107,466 Accrued liabilities and other payable 177,830 156,117 Contract liabilities 45,669 68,048 Convertible note payable 750,000 750,000 Bank loan payable - current 79,359 68,682 Short-term borrowing 291,088 252,038 Amount due to the related parties 2,546,723 2,093,010 Financing lease obligations – current 21,971 18,866 Total current liabilities 4,152,184 3,514,227 Non-current liabilities Bank loan payable – non-current 2,194,681 1,925,688 Financing Lease liabilities – non-current 42,014 41,686 Total liabilities 6,388,879 5,481,601 Stockholders’ deficit Preferred Stock, $ 0.001 par value; 20,000,000 shares authorized; 1,784,178 shares issued and outstanding at September 30, 2024 and June 30, 2024, respectively 1,784 1,784 Common Stock, $ 0.001 par value; 780,000,000 shares authorized; 161,809,738 shares issued and outstanding at September 30, 2024 and June 30, 2024, respectively 161,810 161,810 Additional paid-in-capital 2,121,929 2,121,929 Accumulated other comprehensive income 75,788 45,892 Accumulated deficit ( 3,224,890 ) ( 2,891,559 ) Total stockholders’ deficit ( 863,579 ) ( 560,144 ) Total Liabilities and Stockholders’ Deficit $ 5,525,300 $ 4,921,457 See accompanying notes to the condensed consolidated financial statements. 3 SINO GREEN LAND CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Unaudited) 2024 2023 Three months ended September 30 2024 2023 Net revenues $ 457,247 $ 545,878 Cost of revenues ( 657,728 ) ( 743,512 ) Gross loss ( 200,481 ) ( 197,634 ) Operating expenses: General and administrative expenses ( 106,963 ) ( 178,132 ) Operating loss ( 307,444 ) ( 375,766 ) Other income (expense): Gain on disposal of assets 4,204 - Interest income 11 365 Interest expense ( 31,354 ) ( 11,458 ) Sundry income 1,252 - Other (expense), net ( 25,887 ) ( 11,093 ) Net loss ( 333,331 ) ( 386,859 ) Other comprehensive income: Foreign currency translation income 29,896 22,677 Total comprehensive loss ( 303,435 ) ( 364,182 ) Loss per share Basic and diluted loss per share $ ( 0.00 ) $ ( 0.00 ) Basic and diluted weighted average shares outstanding 161,809,738 161,809,738 See accompanying notes to the condensed consolidated financial statements. 4 SINO GREEN LAND CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Unaudited) Three months ended September 30, 2024 Number of shares Amount Number of shares Amount Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Stockholders’ Equity (Deficit) Balance as of June 30, 2024 1,784,178 $ 1,784 161,809,738 $ 161,810 $ 2,121,929 $ 45,892 $ ( 2,891,559 ) $ ( 560,144 ) Net loss - - - - - - ( 333,331 ) ( 333,331 ) Foreign currency translation adjustment - - - - - 29,896 - 29,896 Balance as of September 30, 2024 1,784,178 $ 1,784 161,809,738 $ 161,810 $ 2,121,929 $ 75,788 $ ( 3,224,890 ) $ ( 863,579 ) Three months ended September 30, 2023 Number of shares Amount Number of shares Amount Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity (Deficit) Balance as of June 30, 2023 1,784,178 $ 1,784 161,809,738 $ 161,810 $ 2,217,929 $ 82,050 $ ( 2092,755 ) $ 274,818 Balance 1,784,178 $ 1,784 161,809,738 $ 161,810 $ 2,217,929 $ 82,050 $ ( 2092,755 ) $ 274,818 Net loss - - - - - - ( 386,859 ) ( 386,859 ) Foreign currency translation adjustment - - - - - ( 22,677 ) - ( 22,677 ) Balance as of September 30, 2023 1,784,178 $ 1,784 161,809,738 $ 161,810 $ 2,217,929 59,373 ( 2,479,614 ) ( 134,718 ) Balance 1,784,178 $ 1,784 161,809,738 $ 161,810 $ 2,217,929 59,373 ( 2,479,614 ) ( 134,718 ) See accompanying notes to the condensed consolidated financial statements. 5 SINO GREEN LAND CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024, AND 2023 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Unaudited) 2024 2023 Three months ended September 30, 2024 2023 Cash flows from operating activities Net loss $ ( 333,331 ) $ ( 386,859 ) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 100,531 72,530 Changes in operating assets and liabilities Accounts receivable ( 62,348 ) ( 28,302 ) Inventories ( 67,758 ) 79,972 Prepaid expenses and other current assets 5,537 ( 128,101 ) Operating lease right of use asset 28,261 16,182 Accounts payable 132,078 62,536 Accrued liabilities and other payable 21,713 1,598 Contract liabilities ( 22,379 ) - Operating lease obligations ( 31,245 ) ( 18,571 ) Net cash used in operating activities ( 228,941 ) ( 329,015 ) Cash flows from investing activities Acquisition of property and equipment - ( 41,671 ) Proceeds from disposal of property, plant and equipment 9,105 - Net cash provided by investing activities 9,105 ( 41,671 ) Cash flows from financing activities Advances from related parties, net 453,713 453,819 Payments on finance lease obligations ( 5,261 ) ( 18,587 ) Principal payments of notes payable, secured ( 36,302 ) ( 8,929 ) Proceeds from notes payable, unsecured - ( 16,312 ) Short-term borrowing 39,050 ( 164 ) Net cash provided by financing activities 451,200 409,827 Effect of exchange rate changes on cash and cash equivalents ( 220,623 ) 14,437 Net changes in cash and cash equivalents 10,741 53,578 Cash and cash equivalents-beginning of the period 28,858 125,134 Cash and cash equivalents-end of the period $ 39,599 $ 178,712 Supplementary cash flow information: Interest paid $ ( 31,354 ) $ ( 11,458 ) Income taxes paid $ - $ - Non-cash investing and financing activities: Acquisition of two vehicles with note payable, secured - ( 96,177 ) Liabilities assumed in connection with purchase of vehicles - 77,590 See accompanying notes to the condensed consolidated financial statements. 6 SINO GREEN LAND CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30 , 2024, AND 2023 (Unaudited) 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Sino Green Land Corporation (“SGLA”), formerly known as Go Silver Toprich Holding Inc., is a corporation organized under the laws of the State of Nevada on March 6, 2008. Sunshine Green Land Corp., (“SGL”) a Labuan corporation, was formed on December 8, 2021. On June 30, 2023, SGL consummated a share exchange agreement with the shareholders of Tian Li Eco Holdings Sdn. Bhd (“Tian Li”), a Malaysian corporation, in which all the shares of Tian Li were exchanged for shares of SGL, and Tian Li became a wholly-owned subsidiary of SGL. On October 1, 2023, SGLA completed a merger with SGL. After the merger, SGLA, SGL, and Tian Li, are collectively referred to as the “Company.” Upon completion of the merger, SGLA acquired SGL in exchange for 160,349,203 shares of common stock of SGLA and 1,781,658 shares of preferred stock of SGLA. Immediately after completion of the share exchange, the Company has a total of 161,809,738 shares of common stock outstanding and 1,784,178 shares of preferred stock outstanding. Prior to the merger, Luo Xiong and spouse Wo Kuk Ching and their immediate family members controlled 65.7 % of SGLA, and 90 % of SGL. Following the merger, Luo Xiong and spouse Wo Kuk Ching and their immediate family members controlled 89.78 % of SGLA consolidated with SGL. As SGLA and SGL were under common control at the time of the share exchange, the transaction is accounted for as a combination of entities under common control in a manner similar to the pooling-of-interests method of accounting. In pooling-of-interests accounting, the financial statements of the previously separate companies for periods before the combination are recast on a combined basis for all prior periods that the entities are under common control. The accompanying combined financial statements for all periods presented are referred to as the “consolidated” financial statements. Accordingly, the Company’s consolidated financial statements as of September 30, 2024 and June 30, 2023, and for the three-month ended September 30, 2024 and 2023, include SGLA’s, SGL’s, and Tian Li’s historical assets, liabilities, and results of operations, including the issuance of 160,349,203 shares of common stock of SGLA and 1,781,658 shares of preferred stock of SGLA on October 1, 2023, as if the combination and issuance of shares occurred at the beginning of the earliest period presented. The Company conducts its business through its subsidiary Tian Li, which operates in Malaysia as an environmental technology company and recycler of plastic waste bottles and plastic packaging materials. Going concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the three months ended September 30, 2024, the Company incurred a net loss of $ 333,331 , and used cash in operating activities of $ 228,941 . The Company had an accumulated deficit at September 30, 2024 of $ 3,224,890 , and net current liabilities of $ 3,182,084 . These factors raise 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. In addition, our independent registered public accounting firm, in its audit report to the financial statements included in the Company’s Transition Report on Form 10-KT for the three months transition period ended June 30, 2024, expressed substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. 7 The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Management believes additional cash required to meet the Company’s obligations as they become due will be provided by way of advances from related parties. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. Basis of presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s Transition Report Form 10-KT for the three months transition period ended June 30, 2023, and, in the opinion of management, reflect all adjustments, which consist of normal recurring adjustments, considered necessary for a fair presentation of the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes, included in the Company’s Transition Report on Form 10-KT, filed with the SEC. The condensed consolidated balance sheet as of September 30, 2024, was derived from the audited financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates for the valuation of inventory and accruals of potential liabilities. Revenue recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) or agreement(s) with a customer, (2) identifying the Company’s performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company generates revenue primarily from the sales of plastic recycle products directly to customers. The Company recognizes revenue at a point in time when the control of the products has been transferred to customers. The transfer of control is considered complete when products have been picked up by our customers or delivered to our customers. The Company recognizes revenues net of sales discount and relevant charges, and accounts for packaging, shipping and handling fees as a fulfilment cost. SCHEDULE OF REVENUE RECOGNITION 2024 2023 Three months ended September 30, 2024 2023 Sale of plastic recycle products $ 457,247 $ 545,878 8 Cash and cash equivalents Cash and cash equivalents consist of cash on hand, demand deposits placed with banks or other financial institutions and have original maturities of less than three months. The Company’s primary bank deposits are located in Malaysia. SCHEDULE OF CASH AND CASH EQUIVALENT September 30, 2024 June 30, 2024 Cash, cash equivalents, and restricted cash Denominated in United States Dollars $ 36,472 $ 2,396 Denominated in Chinese Renminbi 2,516 1,001 Denominated in Malaysian Ringgit 612 25,461 Cash and cash equivalents $ 39,599 $ 28,858 Accounts Receivable Accounts receivables are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as needed. The Company uses the allowance method to account for uncollectible trade receivable balances. Under the allowance method, if needed, an estimate of uncollectible customer balances is made based upon specific account balances that are considered uncollectible. Factors used to establish an allowance include the credit quality and payment history of the customer. The Company did not deem it necessary to provide an allowance for doubtful accounts as of September 30, 2024 and June 30, 2024. Inventories Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. The Company records adjustments to its inventory based on an estimated forecast of the inventory demand, taking into consideration, among others, inventory turnover, inventory quantities on hand, unfilled customer order quantities, forecasted demand, current prices, competitive pricing, and trends and performance of similar products. If the estimated net realizable value is determined to be less than the recorded cost of the inventory, the difference is recognized as a loss in the period in which it occurs. Once inventory has been written down, it creates a new cost basis for inventory that may not be subsequently written up. Property, plant and equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: SCHEDULE OF ESTIMATED USEFUL LIVES Categories Expected useful life Factory building 20 years Factory equipment 7 years Office equipment 3 - 10 years Computer and Software 3 - 10 years Leasehold improvement Over the shorter of estimated useful life or term of lease Motor vehicles 3 - 10 years 9 Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the three and nine months ended September 30, 2024 and 2023, the Company determined there were no indicators of impairment of its property and equipment. Leases The Company accounts for its leases in accordance with the guidance of ASC 842, Leases. The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. Income taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized before the Company is able to realize their benefits, or that future deductibility is uncertain. Tax benefits from an uncertain tax position are recognized only if it more likely than not that the tax position will be sustained on examination by the taxing authorities based on technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has greater than 50 percent likelihood of being realized upon ultimate resolution. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Foreign currency translation The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiary maintains its books and records in their respective local currency, which consists of the Malaysian Ringgit (“MYR”). In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within equity. Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods: SCHEDULE OF FOREIGN EXCHANGE RATES As of September 30, 2024 As of June 30, 2024 Spot USD: MYR exchange rate $ 4.1250 $ 4.7172 Average USD: MYR exchange rate $ 4.3947 $ 4.6941 10 The MYR is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the MYR amounts could have been, or could be, converted into US Dollars at the rates used in translation. 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 September 30, 2024, the Company had convertible notes payable that were convertible into 937,500 shares of common stock. For the periods ended September 30, 2024 and 2023, the calculations of basic and diluted loss per share are the same because these potential dilutive securities would have had an anti-dilutive effect. Fair value measurements The Company follows the guidance of ASC 820-10, “Fair Value Measurements and Disclosures”, with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows: Level 1 : Observable inputs such as quoted prices in active markets; Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions The Company believes the carrying amounts reported in the balance sheets for accrued expenses and due to related party, approximate their fair values because of the short-term nature of these financial instruments. Segment Information Under ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company’s operation segment consists of one component, and the Company’s Chief Executive Officer, who is also the CODM, makes decisions and manages the Company’s operations as a single operating segment. Recent accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. This new standard is effective for the Company in the fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and will be applied as a cumulative-effect adjustment to retained earnings. The Company adopted ASU 2016-03 as of July 1, 2023, with no impact on our condensed consolidated financial statements or the related disclosures. Other recent accounting pronouncements and guidance issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. 2. PREPAYMENTS AND OTHER CURRENT ASSETS Prepayments and other current assets consisted of the following as of September 30, 2024 and June 30, 2024: SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS September 30, 2024 June 30, 2024 Prepaid expenses $ 3,314 $ 12,188 Purchase deposit 6,061 - Rental and other deposits 23,290 26,145 Prepaid rent 26,592 26,461 Prepaid expenses $ 59,257 $ 64,794 11 3. INVENTORIES Inventories primarily consisted of the following PET (polyethylene terephthalate) materials as of September 30, 2024 and June 30, 2024: SCHEDULE OF INVENTORIES CONSISTS OF PET (POLYETHYLENE TEREPHTHALATE) MATERIALS September 30, 2024 June 30, 2024 PET flakes $ - $ 5,821 PET pellets 90,304 85,077 PET strap belt 113,194 42,183 Other PET materials 498,416 527,882 In Transit Materials 30,244 3,437 Inventories $ 732,158 $ 664,400 4. PROPERTY, PLANT AND EQUIPMENT, NET Property and equipment consisted of the following as of September 30, 2024 and June 30, 2024: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2024 June 30, 2024 Factory building $ 3,630,370 $ 3,174,635 Factory equipment 1,549,880 1,363,279 Computer and Software 3,953 3,457 Office equipment 12,468 10,903 Leasehold improvement 246,765 215,787 Motor vehicle 19,297 16,875 Total cost 5,462,733 4,784,936 Accumulated depreciation ( 984,732 ) ( 771,730 ) Net book value $ 4,478,001 $ 4,013,206 Depreciation and amortization expense was $ 984,732 for the three months ended September 30, 2024. As of September 30, 2024, the factory buildings related to costs of No. 3 factory building (purchased in March 2023) and No. 5 factory building. In January 2024, the Company acquired a factory building (“Factory No. 5”) from an unrelated third-party that it had formerly leased, for MYR 8,075,275.40 (approximately US$ 1,696,467 ), and funded by a bank loan payable (see Note 7). 5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accrued liabilities consisted of the following as of September 30, 2024 and June 30, 2024: SCHEDULE OF ACCRUED LIABILITIES September 30, 2024 June 30, 2024 Accounts payable $ 239,544 $ 107,466 Accrued liabilities 79,748 91,182 Other payables 98,082 64,935 Accounts payable and accrued expense $ 417,374 $ 263,583 The balance of accrued liabilities included accrued payroll and accrued utilities. 12 The balance of other payables included a balance payable to the seller of factory building No. 5. 6. CONVERTIBLE NOTE PAYABLE Convertible note consisted of the following as of September 30, 2024 and June 30, 2024: SCHEDULE OF CONVERTIBLE NOTE September 30, 2024 June 30, 2023 Convertible note $ 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). 7. NOTES PAYABLE, SECURED In October 2022, the Company obtained a credit facility with OCBC Bank in Malaysia to provide a loan in the principal amount of MYR 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 SEPTEMBER 30, 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$ 1,000,000 ) 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 SEPTEMBER 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 $ 31,354 for the three months ended September 30, 2024. Future Minimum principal payments under the bank loans payable, secured are as follow: SCHEDULE OF FUTURE MINIMUM PRINCIPAL PAYMENTS UNDER BANK LOANS PAYABLE, SECURED 2025 $ 79,359 2026 82,714 2027 86,211 2028 89,856 2029 onward 1,935,900 Total 2,274,040 Current balance ( 79,359 ) Non-current balance $ 2,194,681 13 8. RELATED PARTY TRANSACTIONS As of September 30, 2024 and June 30, 2024, the amount due from (due to) related parties consisted of: SCHEDULE OF AMOUNT DUE FROM (DUE TO) RELATED PARTIES September 30, 2024 June 30, 2024 Due from Invent Fortune Sdn. Bhd. (4) $ - $ 1,001,561 Payable to Luo Xiong and Wo Kuk Ching (1) ( 1,198,670 ) ( 954,566 ) Payable to Empower International Trading (2) ( 516,749 ) ( 1,413,058 ) Payable to TLC Global International Trading (3) ( 831,304 ) ( 726,947 ) Total due to related parties, net $ ( 2,546,723 ) $ ( 2,093,010 ) 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. 9. LEASES As of September 30, 2024, the Company has two finance leases for motor vehicles. SCHEDULE OF RIGHT-OF-USE ASSETS AND LEASE LIABILITIES OF OPERATING AND FINANCE LEASE As of September 30, 2024 As of June 30, 2024 Right-of-use assets-operating lease $ - $ - Right-of-use assets-finance leases 77,199 73,461 Total right-of-use assets $ 77,199 $ 73,461 Operating lease liabilities – current $ - $ - Operating lease liabilities – non-current - - Finance lease liabilities – current 21,971 18,866 Finance lease liabilities – non-current 42,014 41,686 Total lease liabilities $ 63,985 60,552 The components of lease expense and supplemental cash flow information related to leases for the three months ended September 30, 2024 and 2023 are as follows: SCHEDULE OF LEASE EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES Other information for the three months ended September 30, 2024 September 30, 2023 Cash paid for amounts included in the measurement of lease obligations Cash payments for operating lease $ - $ 17,019 Cash payments for finance lease 6,297 2,857 Weighted average remaining lease term (in years) Operating leases - 2.75 Finance leases 3.27 3.27 Weighted average discount rate Operating leases 7.31 % 7.31 % Finance leases 8.77 % 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 September 30, 2024 are as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS Operating lease Finance lease Year ending 2025 $ - $ 25,190 2026 - 22,884 2027 - 11,357 Thereafter - 10,411 Total lease payment - 69,843 Less: Imputed interest - ( 5,858 ) Total lease obligations $ - 63,985 Current - ( 21,971 ) Long term $ - $ 42,014 14 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following information should be read in conjunction with (i) the financial statements of Sino Green Land Corporation, a Nevada corporation, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the June 30, 2023 audited financial statements and related notes included in the Company’s most recent Annual Report on Form 10-KT for the nine months ended June 30, 2023 filed with the SEC on September 28, 2023. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements. Overview Sino Green Land Corporation (the “Company” or “we” or “our”) was incorporated under the laws of the State of Nevada on March 6, 2008, under the name of Henry County Plywood Corporation, as successor by merger to a Virginia corporation incorporated in May 1948 under the same name. On March 17, 2009, we changed our name from “Henry County Plywood Corporation” to “Sino Green Land Corporation”. On January 7, 2020, we renamed from “Sino Green Land Corporation” to “Go Silver Toprich, Inc.”. On August 31, 2020, we changed the name from “Go Silver Toprich, Inc.” back to “Sino Green Land Corporation”. Results of Operations Revenues and Cost of Revenues Net revenues were $457,247 for the three months ended September 30, 2024, reflecting a decrease of $88,631, or 16%, from $545,878 for the three months ended September 30, 2023. The decrease in net revenues was mainly due to a decrease in sales of plastic recycle products from the third parties. Cost of revenues was $657,728 for the three months ended September 30, 2024, reflecting a decrease of $85,784, or 12%, from $743,512 for the three months ended September 30, 2023. The decrease in cost of revenue was due to the unit cost is lower in line with our revenue decrease. Gross Loss Gross loss was $200,481 for the three months ended September 30, 2024 and gross loss was $197,634, for the three months ended September 30, 2023, reflecting a slight increase of $2,847 or 1%. The increase in gross loss was mainly due to the decrease in the net revenues. General and Administrative Expenses General and administrative expenses were $106,963 for the three months ended September 30, 2024, reflecting a decrease of $71,169, or 40%, from $178,132 for the three months ended September 30, 2023. The general and administrative expenses was reduced significantly due to the decrease of auditor fee and the penalties. 15 Net Loss Net loss totaled $333,331 for the three months ended September 30, 2024, a decrease of $53,528 of 14%, as compared to the net loss of $386,859 for the three months ended September 30, 2023. The decrease was primarily due to the decrease of cost of revenue and operating expense. Liquidity and Capital Resources Going concern. For the three months ended September 30, 2024, Sino Green Land Corporation had an accumulated deficit of $3,224,890, incurred a net loss of $333,331 and cash used in operating activities of $228,941. These factors raise substantial doubt about the Sino Green Land Corporation’s ability to continue as a going concern within one year after the date the financial statements are issued. In addition, Sino Green Land Corporation’s independent registered public accounting firm, in their report on Sino Green Land Corporation’s June 30, 2024, audited financial statements, raised substantial doubt about the Sino Green Land Corporation’s ability to continue as a going concern. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. Working Capital September 30, 2024 June 30, 2024 Change Total current assets $ 970,100 $ 834,790 $ 135,310 Total current liabilities (4,152,184 ) (3,514,227 ) (637,957 ) Working capital deficit $ (3,182,084 ) $ (2,679,437 ) $ (502,647 ) As of September 30, 2024, we had total current assets of $970,100 consisting of cash on hand of $39,599, accounts receivables of $139,086, inventory of $732,158, and prepaid expenses and other current assets of $59,257, compared to total current assets of $834,790 as of June 30, 2024. The increase was mainly due to the increase in cash, inventory and account receivable. We had current liabilities of $4,152,184 consisting of accounts payable of $239,544, accrued expenses and other payable of $177,830, contract liabilities of $45,669, convertible note payable of $750,000, current portion of notes payable-secured of $79,359, short-tern borrowing of $291,088, amount due to related parties of $2,546,723 and financing lease obligation of $21,971, compared to total current liabilities of $3,514,227 as of June 30, 2024. The Company’s net loss was $333,331 and $386,859 for the three months ended September 30, 2024 and 2023, respectively. 16 Cash Flows Three months Ended September 30, 2024 2023 Change Cash flows used in operating activities $ (228,941 ) $ (329,015 ) $ 100,074 Cash flows provided by (used in) investing activities 9,105 (41,671 ) 50,776 Cash flows provided by financing activities 451,200 409,827 41,373 Effect of exchange rate changes on cash and cash equivalents (220,623 ) 14,437 (235,060 ) Net changes in cash and cash equivalents $ 10,741 $ 53,578 $ (42,837 ) Cash Flow from Operating Activities Cash flow used in operating activities for the three months ended September 30, 2024 was $228,941 as compared to the amount of $329,015 used in operating activities for the three months ended September 30, 2023, reflecting a decrement of $100,074. The decrease in net cash used in operating activities was mainly due to the fact that the increase from the account payable, accrued assets and other payables and prepayment impact on cash flows. Cash Flow from Investing Activities Cash flow provided by investing activities was $9,105 for the three months ended September 30, 2024 and used in investing activities was $41,671 for the three months ended September 30, 2023. The increase in net cash flow provided by investing activities was mainly due to no acquisition of PPE, and sales of factory equipment. Cash Flow from Financing Activities Cash flow provided by financing activities was $451,200 for the three months ended September 30, 2024 and $409,827 for the three months ended September 30, 2023, respectively. The decrease in net cash provided by financing activities was mainly due to the decrease in loan proceeds. Critical Accounting Policies and Estimates Use of Estimates In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets, and expenses during the periods reported. Actual results may differ from these estimates. Off-Balance Sheet Arrangements As of September 30, 2024, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders. 17 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3. ITEM 4. CONTROLS AND PROCEDURES. DISCLOSURE CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures: We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2024. This evaluation was carried out by Wo Kuk Ching (“Ms. Wo”), our Chief Executive Officer and Wong Ching Wing (“Elise”), our Chief Financial Officer, who also serve as our principal executive officer and principal financial and accounting officer, respectively. Based upon that evaluation, Ms. Wo and Elise concluded that, as of SEPTEMBER 30, 2024, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified include (i) the Company did not maintain a functioning independent audit committee and did not maintain an independent board; (ii) the Company had inadequate segregation of duties; and (iii) the Company had an insufficient number of personnel with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP and SEC disclosure requirements commensurate with the Company’s financial reporting requirements. Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II — OTHER INFORMATION Item 1. Legal Proceedings We are not currently involved in any legal proceedings, and we are not aware of any pending or potential legal actions. Item 1A. Risk Factors. We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. 18 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None Item 3. Defaults Upon Senior Securities None Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information. None ITEM 6. Exhibits Exhibit No. Description 31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* 31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer* 32.1 Section 1350 Certification of principal executive officer * 32.2 Section 1350 Certification of principal financial and accounting officer * 101.INS Inline XBRL Instance Document* 101.SCH Inline XBRL Schema Document* 101.CAL Inline XBRL Calculation Linkbase Document* 101.DEF Inline XBRL Definition Linkbase Document* 101.LAB Inline XBRL Label Linkbase Document* 101.PRE Inline XBRL Presentation Linkbase Document* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. 19 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SINO GREEN LAND CORPORATION (Name of Registrant) Date: November 14, 2024 By: /s/ Teresa Wo Kuk Ching Title: Chief Executive Officer 20