Sino Green Land Corp. 10-K

ITEM 7. Management’s discussion and analysis of financial condition and results of operation The following discussion and analysis should be read in conjunction with our financial statements and related notes thereto. Forward Looking Statements The following information specifies certain forward-looking statements of the management of our Company. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as may, shall, could, expect, estimate, anticipate, predict, probable, possible, should, continue, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information statement have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. We cannot guaranty that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements. Such forward-looking statements include statements regarding our anticipated financial and operating results, our liquidity, goals, and plans. All forward-looking statements in this Form 10 are based on information available to us as of the date of this report, and we assume no obligation to update any forward-looking statements. 17 Overview The Company 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 of the 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 Principle 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. Ms. Wo currently holds the positions of Chief Executive Officer, President, and director of the Company, respectively. Business Overview Sino Green Land Corp. (“SGLA” or the “Company”) is a US holding company incorporated in Nevada. We conduct our business through our Malaysia subsidiary “Tian Li Eco Holdings Sdn. Bhd” (“Tian Li”), which is an environmental protection technology, recycling and renewal of plastic waste bottles and packaging materials being recycled and sale of recovered and recycled products, a company incorporated and based in Malaysia. With the mission to rooted in advocating for waste recycling, aiming for a sustainable environmental future. With its strategic initiatives, the company’s objective is to become a prominent environmental recycling entity in Asia over the coming five years. Results of Operations Years Ended June 30, 2025 2024 Change Net revenues $ 1,338,300 100 % $ 2,088,028 100 % $ (749,728 ) (36 )% Cost of revenues (2,593,124 ) (194 )% (2,163,421 ) (104 )% (429,703 ) 20 % Gross loss (1,254,824 ) (94 )% (75,393 ) (4 )% (1,179,431 ) 1,564 % Operating expense (436,949 ) (33 )% (643,767 ) (31 )% 206,818 (32 )% Interest income 427 0 % 705 0 % (278 ) (39 )% Gain on disposal assets 4,211 0 % - 0 % 4,211 100 % Other income 1,309 0 % 854 0 % 455 53 % Interest expense (123,168 ) (9 )% (81,203 ) (4 )% (41,965 ) 52 % Income taxes - - % - - % - - % Net loss $ (1,808,994 ) (135 )% $ (798,804 ) (38 )% $ (1,010,190 ) 126 % 18 Net Revenues Net revenues totaled $1,338,300 for the year ended June 30, 2025, an decrease of $749,728, or 36%, as compared to the revenue for the year ended June 30, 2024. The decrease in net revenues was driven by smaller order size or less demanding amounts of plastic recycle products as a result of the decrease in sales from the third parties. Sales decreased due to a decline in average order volume, despite growth in both customer base and total orders. The number of clients increased from 33 to 38 (a 15% rise), and total orders grew from 250 to 270 (an 8% increase), as compare to for the year ended June 30, 2024. However, with new clients increasing, the overall quantity of products sold per transaction dropped, resulting in lower total sales compare to previous period. Cost of Revenues Cost of revenues totaled $2,593,124 for the year ended June 30, 2025, an increase of $429,703, or 20%, as compared to for the year ended June 30, 2024. The upward trend in cost of revenues is primarily attributable to impurities contained in purchased raw materials, which have subsequently given rise to a higher incidence of defective raw materials and a corresponding escalation in overall costs Gross Loss Gross loss was $1,254,824 and $75,393 for the years ended June 30, 2025 and 2024 respectively. Gross loss increased $1,179,431 for the year ended June 30, 2025 primarily driven by elevated cost of sales coupled with lower sales volume. Operating Expenses General and administrative expenses totaled $436,949 for the year ended June 30, 2025, a decrease of $206,818, or 32%, as compared to the year ended June 30, 2024. Net Loss Net loss totaled $1,808,994 for the year ended June 30, 2025, a significantly increase of $1,010,190, or 126%, as compared to the net loss of $798,804 for the year ended June 30, 2024. The increase was primarily due to the sales decreased, but the cost of revenue still increased. Liquidity and Capital Resources Working Capital Years Ended June 30, 2025 2024 Change Total current assets $ 279,622 $ 834,790 $ (555,168 ) Total current liabilities 4,722,571 3,514,227 1,208,344 Working capital deficit $ (4,442,949 ) $ (2,679,437 ) $ (1,763,512 ) As of June 30, 2025, We had total current assets of $279,622 consisting of cash at banks and on hand of $25,272, accounts receivables of $19,035, inventory of $175,142 and prepayments and other current assets of $60,173, compared to total current assets of $834,790 as of June 30, 2024. The decrease was mainly due to the decrease in inventory and account receivable in 2025. We had current liabilities of $4,722,571 consisting of accounts payable of $89,640, contract liabilities of $22,486, financing lease liabilities $22,553, convertible note of $750,000, accrued liabilities of $201,407, current portion of bank and short-term borrowings of $373,621 and amount due to related parties of $3,262,864 compared to total current liabilities of $3,514,227 as of June 30, 2024. The Company’s net loss was $1,808,994 and $798,804 for the years ended June 30, 2025 and 2024, respectively. Cash Flows Years Ended June 30, 2025 2024 Change Cash flows used in operating activities $ (845,971 ) $ (727,465 ) $ (118,506 ) Cash flows used in investing activities (38,180 ) (876,102 ) 837,922 Cash flows provided by financing activities 1,356,399 1,458,233 (101,834 ) Effect of exchange rate changes on cash and cash equivalents (475,834 ) 49,058 (524,892 ) Net changes in cash and cash equivalents $ (3,586 ) $ (96,276 ) $ 92,690 19 Cash Flow from Operating Activities Cash flow used in operating activities for the years ended June 30, 2025 was $845,971 and $727,465 for the year ended June 30, 2024, respectively. The increase in net cash used in operating activities was mainly due to the fact that the increase from the net loss, because the high cost of sales. Cash Flow from Investing Activities Cash flow used in investing activities was $38,180 as compared to the amount of $876,102 provide by investing activities for the year ended June 30, 2024, reflecting a decline of $837,922. The decrease in net cash flow used in investing activities was mainly due to less acquisition of property and equipment. Cash Flow from Financing Activities Cash flow provided by financing activities was $1,356,399 and $1,458,233 for the year ended June 30, 2025 and 2024, respectively. The decrease in net cash provided by financing activities was mainly due to the decrease in amount due to related parties and short term bank borrowing. Capital requirement for short term and long term As of June 30, 2025, the Company financed capital requirement through personal short-term loan and OCBC Bank in Malaysia for further expansion, details are as follows: June 30, 2025 June 30, 2024 Loan from XU LIMING 122,881 100,070 Loan from ZHANG YAFEI 170,880 151,968 Loan from OCBC Bank in Malaysia $ 2,270,362 $ 2,035,121 Aggregate outstanding principal balances $ 2,162,237 $ 1,994,370 Less: current portion (79,860 ) (68,682 ) Total non-current borrowings $ 2,082,377 $ 1,925,688 Other Material Cash requirement In addition to the financing arrangements discussed above, we are a party to numerous contracts and arrangements obligating it to make cash payments in future years. We expects current liabilities to be paid within the next twelve months. In addition to the items already discussed, the following represents material expected cash requirements recorded on Consolidated Balance Sheets at June 30, 2025. Such obligations include: Operating Lease liabilities – See Note 10 Financing Lease liabilities – See Note 10 Trends, commitment and uncertainties that likely to result in material changes in liquidity Except the issues mentioned above, the Company has no other uncertainties that is likely to result in material changes in liquidity based on management’s understanding and knowledge. Critical Accounting Policies and Estima tes Our accounting policies are discussed in detail in the footnotes to our financial statements included in this Annual Report on Form 10-K for the year ended June 30, 2025. However, we consider our critical accounting policies to be those related to revenue recognition, allowance of doubtful accounts and impairment of intangible asset and goodwill. Our critical estimates include estimates used to review the Company’s goodwill impairments and estimations of recoverability for intangible asset. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are expressed in US dollars. 20 Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable and inventories, income taxes, and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Revenue Recognition The Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The guidance provided in Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”) requires entities to use a five-step model to recognize revenue by allocating the consideration from contracts to performance obligations on a relative standalone selling price basis. Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. The standard also requires new disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASC 606 also includes Subtopic 340-40, Other Assets and Deferred Costs – Contracts with Customers , which requires the deferral of incremental costs of obtaining a contract with a customer. 21 Recent Accounting Pronouncement In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 was further amended in November 2020 by ASU No. 2020-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). As a result, ASC Topic 326, Financial Instruments – Credit Losses is effective for smaller reporting companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU No. 2016-13 on January 1, 2023 and the adoption did not have a material impact on the Company’s consolidated financial statements. Employees As at this report date, we had a total of 47 employees, out of which 39 were foreign workers. We are subject to certain approvals for employment of foreign workers and have obtained letters of approval by the Ministry of Home Affairs of Malaysia. We anticipate hiring necessary personnel based on an as needed basis only on a per contract basis to be compensated directly from revenues. Properties Our mailing address and global operations are situated at No. 3 & 5, Jalan Hi Tech 7/7, Kawasan Perindustrian Hi Tech 7, 43500 Semenyih, Selangor, Malaysia. Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information with respect to the beneficial ownership of our voting securities following the completion of the Reverse Merger described in Items 1.01 of this report by (i) any person or group owning more than 5% of any class of voting securities, (ii) each director, (iii) our chief executive officer and (iv) all executive officers and directors as a group as of June 30, 2025. Name Number of Shares of Common Stock Percentage Directors and officers Wo Kuk Ching (2) 56,882,222 35.15 % Wong Erin 6,453,968 3.99 % Wong Ching Wing 6,453,968 3.99 % All directors and officers 69,790,158 43.13 % 5% Shareholders Empower International Trading Sdn. Bhd.(1) 75,484,125 46.65 % 145,274,283 89.78 % (1) Luo Xiong is the beneficial owner and is deemed to hold the voting and dispositive power over the Company’s common stock held by Empower International Trading Sdn.Bhd. (2) Wo Kuk Ching 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. There are no other officer or director 5% shareholders. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the stockholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 161,809,738 shares of common stock to be outstanding. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 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.