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 March 31, 2026
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 May 11, 2026
Common Stock,
$ 0.001 par value
162,093,238
TABLE
OF CONTENTS
Page
PART I
FINANCIAL INFORMATION
ITEM 1.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
3
Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and June 30, 2025
3
Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended March 31, 2026 and 2025 (unaudited)
4
Condensed Consolidated Statements of Stockholders’ Deficit for the Three and Nine Months Ended March 31, 2026 and 2025 (unaudited)
5
Condensed Consolidated Statements of Cash Flows for the Nine months Ended March 31, 2026 and 2025 (unaudited)
6
Notes to Condensed Consolidated Financial Statements for the Three and Nine months Ended March 31, 2026 and 2025 (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
19
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 MARCH 31 , 2026 AND JUNE 30, 2025
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
March 31, 2026
June 30, 2025
As of
March 31, 2026
June 30, 2025
(Unaudited)
(Audited)
Assets
Current assets
Cash and cash equivalents
$ 78,833
$ 25,272
Accounts receivable
12,751
19,035
Inventories
485,431
175,142
Prepaid expenses and other current assets, net
144,601
60,173
Total current assets
721,616
279,622
Non-current assets
Property, plant and equipment, net
4,192,283
4,099,211
Finance lease right-of-use assets
37,195
55,386
Total Assets
$ 4,951,094
$ 4,434,219
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable
$ 1,445,895
$ 89,640
Accrued liabilities and other payable
200,882
201,407
Contract liabilities
160,308
22,486
Loan from third party
-
750,000
Bank loan payable - current
86,407
79,860
Short-term borrowing
135,409
293,761
Amount due to the related parties
2,868,312
3,262,864
Financing lease obligations – current
15,241
22,553
Total current liabilities
4,912,454
4,722,571
Non-current liabilities
Bank loan payable – non-current
2,145,732
2,082,377
Loan from third party
750,000
-
Financing Lease liabilities – non-current
15,912
23,930
Total liabilities
7,824,098
6,828,878
Stockholders’ deficit
Preferred Stock, $ 0.001 par value; 20,000,000 shares authorized; 1,784,178 shares issued and outstanding at March 31, 2026 and June 30, 2025, respectively
1,784
1,784
Common Stock, $ 0.001 par value; 780,000,000 shares authorized; 162,093,238 and 161,809,738 shares issued and outstanding at March 31, 2026 and June 30, 2025, respectively
162,093
161,810
Additional paid-in-capital
2,436,346
2,121,929
Accumulated other comprehensive (loss) income
( 53,715 )
20,371
Accumulated deficit
( 5,419,512 )
( 4,700,553 )
Total stockholders’ deficit
( 2,873,004 )
( 2,394,659 )
Total Liabilities and Stockholders’ Deficit
$ 4,951,094
$ 4,434,219
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 AND NINE MONTHS ENDED MARCH 31 , 2026 AND 2025
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
2026
2025
2026
2025
Three months ended
March 31
Nine months ended
March 31
2026
2025
2026
2025
Net revenues
$ 334,766
$ 197,940
$ 1,060,984
$ 771,446
Cost of revenues
( 413,702 )
( 582,895 )
( 1,264,282 )
( 1,617,952 )
Gross loss
( 78,936 )
( 384,955 )
( 203,298 )
( 846,506 )
Operating expenses:
General and administrative expenses
( 201,005 )
( 70,271 )
( 439,822 )
( 244,283 )
Loss from operations
( 279,941 )
( 455,226 )
( 643,120 )
( 1,090,789 )
Other income (expense):
Gain on disposal of property, plant and equipment
-
-
-
4,188
Interest income
10
1
10
514
Interest expense
( 26,077 )
( 29,909 )
( 86,240 )
( 92,269 )
Sundry income
-
52
10,391
1,299
Other expense, net
( 26,067 )
( 29,856 )
( 75,839 )
( 86,268 )
Loss before tax
( 306,008 )
( 485,082 )
( 718,959 )
( 1,177,057 )
Income tax expenses
-
-
-
-
Net loss
( 306,008 )
( 485,082 )
( 718,959 )
( 1,177,057 )
Other comprehensive income:
Foreign currency translation (loss) income
( 11,679 )
( 3,874 )
( 74,086 )
27,787
Total comprehensive loss
( 317,687 )
( 488,956 )
( 793,045 )
( 1,149,270 )
Loss per share
Basic and diluted loss per share
$ ( 0.00 )
$ ( 0.00 )
$ ( 0.00 )
$ ( 0.00 )
Basic and diluted weighted average shares outstanding
162,093,238
161,809,738
162,093,238
161,809,738
See
accompanying notes to the condensed consolidated financial statements.
4
SINO
GREEN LAND CORPORATION
CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR
THE THREE AND NINE MONTHS ENDED MARCH 31, 2026 AND 2025
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Number of
shares
Amount
Number of
shares
Amount
Additional Paid-in
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Accumulated
Deficit
Total
Stockholders’
Deficit
Three and Nine months ended March 31, 2026
Number of
shares
Amount
Number of
shares
Amount
Additional Paid-in
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Accumulated
Deficit
Total
Stockholders’
Deficit
Balance, June 30, 2025
1,784,178
$ 1,784
161,809,738
$ 161,810
$ 2,121,929
$ 20,371
$ ( 4,700,553 )
$ ( 2,394,659 )
Net loss
-
-
-
-
-
-
( 186,250 )
( 186,250 )
Foreign currency translation adjustment
-
-
-
-
-
982
-
982
Balance as of September 30, 2025
1,784,178
$ 1,784
161,809,738
$ 161,810
$ 2,121,929
$ 21,353
$ ( 4,886,803 )
$ ( 2,579,927 )
Net loss
( 226,701 )
( 226,701 )
Foreign currency translation adjustment
-
-
-
-
-
( 63,389 )
-
( 63,389 )
Balance as of December 31, 2025
1,784,178
$ 1,784
161,809,738
$ 161,810
$ 2,121,929
$ ( 42,036 )
$ ( 5,113,504 )
$ ( 2,870,017 )
Additional of Common stock
-
-
283,500
283
314,417
-
-
314,700
Net loss
-
-
-
-
-
-
( 306,008 )
( 306,008 )
Foreign currency translation adjustment
-
-
-
-
-
( 11,679 )
-
( 11,679 )
Balance as of March 31, 2026
1,784,178
$ 1,784
162,093,238
$ 162,093
$ 2,436,346
$ ( 53,715 )
$ ( 5,419,512 )
$ ( 2,873,004 )
Three and Nine months ended March 31, 2025
Number of
shares
Amount
Number of
shares
Amount
Additional Paid-in
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Accumulated
Deficit
Total
Stockholders’
Deficit
Balance, June 30, 2024
1,784,178
$ 1,784
161,809,738
$ 161,810
$ 2,217,929
$ 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
$ 2,217,929
75,788
( 3,224,890 )
( 863,579 )
Net loss
-
-
-
-
-
-
( 358,644 )
( 358,644 )
Foreign currency translation adjustment
-
-
-
-
-
1,765
-
1,765
Balance as of December 31, 2024
1,784,178
$ 1,784
161,809,738
$ 161,810
$ 2,121,929
$ 77,553
$ ( 3,583,534 )
$ ( 1,220,458 )
Net loss
( 485,082 )
( 485,082 )
Foreign currency translation adjustment
-
-
-
-
-
( 3,874 )
-
( 3,874 )
Balance as of March 31, 2025
1,784,178
$ 1,784
161,809,738
$ 161,810
$ 2,121,929
$ 73,679
$ ( 4,068,616 )
$ ( 1,709,414 )
See
accompanying notes to the condensed consolidated financial statements.
5
SINO
GREEN LAND CORPORATION
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR
THE NINE MONTHS ENDED MARCH 31 , 2026 AND 2025
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
2026
2025
Nine months ended March 31,
2026
2025
Cash flows from operating activities
Net loss
$ ( 718,959 )
$ ( 1,177,057 )
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Amortization expenses
20,473
17,233
Depreciation
330,869
289,361
Gain on disposal of property, plant and equipment
-
( 4,188 )
Interest expenses
1,692
2,651
Write back the provision for the inventory
( 119,886 )
-
Reverse the allowance for impairment of other receivables
( 5,912 )
-
Changes in operating assets and liabilities
Accounts receivable
6,284
58,133
Inventories
( 184,541 )
376,772
Prepaid expenses and other current assets
( 78,227 )
6,147
Accounts payable - Third party
( 89,640 )
32,005
Account payable - Related party
765,480
-
Accrued liabilities and other payable
( 525 )
10,644
Contract liabilities
137,822
( 49,452 )
Net cash provided by (used in) operating activities
64,930
( 437,751 )
Cash flows from investing activities
Acquisition of property, plant and equipment
( 230,475 )
( 39,605 )
Proceeds from disposal of property, plant and equipment
-
7,933
Net cash used in investing activities
( 230,475 )
( 31,672 )
Cash flows from financing activities
Proceeds from issuance of Common stock
314,700
-
Payment of interest
( 1,692 )
( 2,651 )
Proceeds from related parties
530,109
608,892
Repayment of related parties
( 244,246 )
-
Principal payment on finance lease liabilities
( 18,934 )
( 17,574 )
Principal payments of bank loan, secured
( 130,424 )
( 121,670 )
Proceeds from Short-term borrowings
12,528
24,141
Repayment of Short-term borrowings
( 170,880 )
-
Net cash provided by financing activities
291,161
491,138
Effect of exchange rate changes on cash and cash equivalents
( 72,055 )
( 16,528 )
Net changes in cash and cash equivalents
53,561
5,187
Cash and cash equivalents-beginning of the period
25,272
28,858
Cash and cash equivalents-end of the period
$ 78,833
$ 34,045
Supplementary of cash flow information:
Interest paid
$ ( 73,015 )
$ ( 69,459 )
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 MARCH 31 , 2026, AND 2025
(Unaudited)
1.
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Sino
Green Land Corporation (“SGLA”), formerly known as Go Silver Toprich Holding Inc., is a corporation organized under the laws
of the State of Nevada on March 6, 2008.
Sunshine
Green Land Corp., (“SGL”) a Labuan corporation, was formed on December 8, 2021. On June 30, 2024, SGL consummated a share
exchange agreement with the shareholders of Tian Li Eco Holdings Sdn. Bhd (“Tian Li”), a Malaysian corporation, in which
all the shares of Tian Li were exchanged for shares of SGL, and Tian Li became a wholly-owned subsidiary of SGL.
On
October 1, 2024, SGLA completed a merger with SGL. After the merger, SGLA, SGL, and Tian Li, are collectively referred to as the “Company.”
Upon
completion of the merger, SGLA acquired SGL in exchange for 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 March 31, 2026 and June 30, 2025, and for the nine-month ended March 31, 2026 and 2025, 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.
On
February 11, 2026, the Company entered into three separate subscription agreements with individual investors, pursuant to which the Purchasers
agreed to purchase an aggregate of 283,500 shares of the Company’s common stock, par value $ 0.001 per share, in a private placement.
The Company has a total of 162,093,238 shares of common stock outstanding and 1,784,178 shares of preferred stock outstanding.
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 nine
months ended March 31, 2026, the Company incurred a net loss of $ 718,959 . The Company had an accumulated deficit at March 31, 2026 of
$ 5,419,512 , and net current liabilities of $ 4,190,838 , and the stockholder deficit of $ 2,873,004 . 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-K for the year ended June 30, 2025, 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.
Management
of the Company has evaluated the sufficiency of additional capital resources. Management’s plan is to obtain such resources by
seeking debt financing and/or third-party equity sufficient to meet its minimal operating expenses. Besides, management has taken immediate
and significant mitigating actions to reduce costs and optimize the Company’s cash flow and liquidity. Measures include reducing
expenditure through deferring or canceling discretionary spend, freezing non-essential recruitment and securing new round of equity financing
to replenish working capital. The Company has also acquired the financial support letter from Empower International Trading Sdn. Bhd.,
the holding company of the Company, who has expressed the willingness and intention to provide the necessary financial support to the
Company. However, there is uncertainty as to whether these plans will be effectively implemented or yield sufficient results.
7
Basis
of presentation
The
Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America (“U.S. GAAP”).
The
unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the
United States of America (“GAAP”) pursuant to the applicable rules and regulations of the Securities and Exchange Commission
(“SEC”) for interim financial information. The unaudited condensed consolidated financial statements have been prepared on
the same basis as the Company’s Transition Report Form 10-K for the full fiscal year ended June 30, 2025, and, in the opinion of
management, reflect all adjustments, which consist of normal recurring adjustments, considered necessary for a fair presentation of the
periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations
to be expected for the full fiscal year ended June 30, 2025. These unaudited condensed consolidated financial statements should be read
in conjunction with the Company’s audited financial statements and accompanying notes, included in the Company’s Transition
Report on Form 10-K, filed with the SEC. The condensed consolidated balance sheet as of March 31, 2026, was derived from the audited
financial statements as of that date, but does not include all disclosures, including notes, required by GAAP.
Use
of estimates
The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosures of contingent assets and liabilities on the date of the financial statements,
and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an
ongoing basis, management reviews these estimates and assumptions using the currently available information. Changes in facts and circumstances
may cause the Company to revise its estimates. In accordance with ASC250, the changes in estimates will be recognized in the same period
of changes in facts and circumstances. The Company bases its estimates on past experiences and on various other assumptions that are
believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
Estimates are used when accounting for items and matters including, but not limited to, allowances for expected credit losses, estimates
for inventory provisions, useful lives and impairment of long lived assets.
Revenue
recognition
The
Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with
Customers (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services
to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when
considering the terms of contract(s), which includes (1) identifying the contract(s) or agreement(s) with a customer, (2) identifying
the Company’s performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction
price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied.
The
Company generates revenue primarily from the sales of plastic recycled products. We enter into sales contracts with the customers as
a principal. The contracts contain only one performance obligation for domestic customers, transferring the plastic recycled products
to the customers in exchange for consideration.
Revenue
is recognized at a point in time when control of the goods is transferred to the customer, which occurs upon delivery. The Company considers
a signed delivery receipt as objective evidence of transfer of control.
The
terms of pricing and payment stipulated in the contract are fixed. 30% deposit payable upon signing of Sales Contract, 70% payable upon
delivery the plastic recycled products to the designated location. We recognize revenue at a point in time when the control of the products
has been transferred to customers. The transfer of control is considered complete when products have been accepted and received by customers.
In the normal course of business, our products are sold with no right of return unless the item is defective.
Each
contract contains a single performance obligation for the transfer of goods, as the promise is to transfer a series of distinct items
that are substantially the same and have the same pattern of transfer. The Company satisfies this performance obligation and recognizes
revenue at a point in time when control of the goods is transferred to the customer, which occurs upon delivery. A signed delivery receipt
serves as evidence of transfer.
Significant
payment terms are as agreed in the contracts, with payment typically due within a short-term credit period. The contracts do not contain
a significant financing component, and variable consideration is not significant. The Company acts as the principal in all arrangements.
Obligations for returns, refunds, or warranties beyond standard assurance are not offered.
The
transaction price is the fixed amount of consideration stated in the sales contract. As the contracts contain a single performance obligation,
no allocation is necessary. Costs incurred for packaging and shipping are recognized as expenses when incurred.
SCHEDULE OF REVENUE RECOGNITION
2026
2025
2026
2025
Three months ended
March 31,
Nine months ended
March 31,
2026
2025
2026
2025
Sale of plastic recycle products
$ 334,766
$ 197,940
$ 1,060,984
$ 771,446
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 six months. The Company’s primary bank deposits are located in Malaysia.
SCHEDULE OF CASH AND CASH EQUIVALENTS
March 31, 2026
June 30, 2025
Cash, cash equivalents, and restricted cash
Denominated in United States Dollars
$ 9,568
$ 13,147
Denominated in Chinese Renminbi
46,706
113
Denominated in Malaysian Ringgit
22,559
12,012
Cash and cash equivalents
$ 78,833
$ 25,272
Accounts
Receivable
Accounts
receivable are recorded at the gross billing amount less an allowance for expected credit losses from the customers. Accounts receivable
do not bear interest.
Since
July 1, 2022, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic
326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using the modified retrospective transition
method. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more
timely recognition of credit losses. Upon adoption, the Company changed the impairment model to utilize a forward-looking current expected
credit losses (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost and receivables
resulting from the application of ASC 606, including contract assets.
The
Company maintains an allowance for credit losses in accordance with ASC Topic 326, Credit Losses (“ASC 326”) and records
the allowance for credit losses as an offset to accounts receivable and contract assets, and the estimated credit losses charged to the
allowance in the combined statements of operations and comprehensive income (loss). The Company assesses collectability by reviewing
accounts receivable on a collective basis where similar characteristics exist, primarily based on similar business lines, services or
product offerings and on an individual basis when the Company identifies specific customers with known disputes or collectability issues.
In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status,
the age of the accounts receivable balances and contract assets balances, credit quality of the Company’s customers based on ongoing
credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors
that may affect the Company’s ability to collect from customer.
The
Company did not deem it necessary to provide an allowance for expected credit loss as of March 31, 2026 and June 30, 2025.
Inventories
Inventories
are stated at the lower of cost or net realizable value, with cost determined on the weighted average cost basis. The Company records
adjustments to its inventory based on an estimated forecast of the inventory demand, taking into consideration, among others, inventory
turnover, inventory quantities on hand, unfilled customer order quantities, forecasted demand, current prices, competitive pricing, and
trends and performance of similar products. If the estimated net realizable value is determined to be less than the recorded cost of
the inventory, the difference is recognized as a loss in the period in which it occurs. Once inventory has been written down, it creates
a new cost basis for inventory that may not be subsequently written up.
For
the year ended June 30, 2025, the Company recognized an inventory write-down of USD 119,886 . Subsequently, as of March 31, 2026, a write-back
and sales of previously reserved inventory provision was recorded.
Property,
plant and equipment, net
Property,
plant and equipment, net 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 PROPERTY,
PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES
Categories
Expected useful life
Factory building
20 years
Factory equipment
7 years
Office equipment
3 - 10 years
Computer
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, plant and equipment, net 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 March 31, 2026
and 2025, the Company determined there were no indicators of impairment of its Property, plant and equipment, net.
Leases
From
January 1, 2022, the Group adopted Accounting Standards Update (“ASU”) 2016-02, Lease (FASB ASC Topic 842). The adoption
of Topic 842 resulted in the presentation of operating lease right-of-use (“ROU”) assets and operating lease liabilities
on the consolidated balance sheet. The Group has elected the package of practical expedients, which allows the Group not to reassess
(1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired
or existing leases as of the adoption date and (3) initial direct costs for any expired or existing leases as of the adoption date. Lastly,
the Group elected the short-term lease exemption for all contracts with lease terms of 12 months or less.
At
inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is a lease if it conveys the right
to control the use of an identified asset for a period of time in exchange of a consideration. To assess whether a contract is or contains
a lease, the Group assess whether the contract involves the use of an identified asset, whether it has the right to obtain substantially
all the economic benefits from the use of the asset and whether it has the right to control the use of the asset.
The
initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing
rate, on a secured basis. The lease term includes optional renewal periods and early termination payments when it is reasonably certain
that the Company will exercise those rights. The initial measurement of the right-of-use asset is equal to the initial lease liability
plus any initial direct costs and prepayments, less any lease incentives.
Income
taxes
The
Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary
differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized
before the Company is able to realize their benefits, or that future deductibility is uncertain.
Tax
benefits from an uncertain tax position are recognized only if it more likely than not that the tax position will be sustained on examination
by the taxing authorities based on technical merits of the position. The tax benefits recognized in the financial statements from such
a position are measured based on the largest benefit that has greater than 50 percent likelihood of being realized upon ultimate resolution.
Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Foreign
currency translation
The
reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements
have been expressed in US$. In addition, the Company’s operating subsidiary maintains its books and records in their respective
local currency, which consists of the Malaysian Ringgit (“MYR”).
In
general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated
into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the
period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component
of accumulated other comprehensive loss within equity.
Translation
of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:
SCHEDULE
OF FOREIGN EXCHANGE RATES
As of
March 31, 2026
As of
June 30, 2025
Spot USD: MYR exchange rate
$ 4.0313
$ 4.2284
Average USD: MYR exchange rate
$ 4.1160
$ 4.3869
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 March 31, 2026, the Company had convertible notes payable that were convertible into 937,500 shares of common stock. On May 16,
2025, the note holder decided not to exercise their conversion right into the Company’s equity, the instrument is no longer classified
as a convertible note but is accounted for as a standard term loan. For the periods ended March 31, 2026 and 2025, the calculations of
basic and diluted loss per share are the same because these potential dilutive securities would have had an anti-dilutive effect.
Fair
value measurements
The
Company follows the guidance of ASC 820-10, “Fair Value Measurements and Disclosures”, with respect to financial assets and
liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used
in measuring fair value as follows:
Level
1 : Observable inputs such as quoted prices in active markets;
Level
2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level
3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions
The
Company believes the carrying amounts reported in the balance sheets for accrued expenses and due to related party, approximate their
fair values because of the short-term nature of these financial instruments.
Segment
Information
An
operating segment is a component of the Company that engages in business activities from which it may earn revenue and incur expenses
and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief
operating decision maker in order to allocate resources and assess performance of the segment.
In
accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate
resources and in assessing performance. The Company’s revenue segments have similar economic characteristics and they are managed
as a single business unit. The Company uses the “management approach” in determining reportable operating segments. The management
approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating
decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s CODM has
been identified as the chief executive officer (the “CEO”), who reviews consolidated results when making decisions about
allocating resources and assessing performance of the Company. The Company has determined that there is only one reportable operating
segment.
Recent
accounting pronouncements
In
December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This
ASU requires additional quantitative and qualitative income tax disclosures to enable financial statements users better assess how an
entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for
future cash flows. This ASU is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company
adopted this guidance effective July 1, 2025 and the Company is currently evaluating the impact of adopting this ASU on its consolidated
financial statements.
The
Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material
effect on the Company’s balance sheets, statements of income and statements of cash flows.
2.
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET
Prepayments
and other current assets consisted of the following as of March 31, 2026 and June 30, 2025:
SCHEDULE
OF PREPAYMENTS AND OTHER CURRENT ASSETS
As of
March 31, 2026
As of
June 30, 2025
Prepaid expenses
$ 48,675
$ 30,991
Deposit on factory equipment purchase
6,777
6,989
Other deposits
22,055
21,027
Malaysia Government tax refund
118
112
Staff borrowing
-
1,054
Purchase deposit
-
5,912
Third party short-term borrowing
66,976
-
Prepayments and other current assets
144,601
66,085
Allowance for Other receivables
-
( 5,912 )
Net value of prepaid expenses and other current assets
$ 144,601
$ 60,173
11
3.
INVENTORIES
Inventories
primarily consisted of the following PET (polyethylene terephthalate) materials as of March 31, 2026 and June 30, 2025:
SCHEDULE
OF PET (POLYETHYLENE TEREPHTHALATE) MATERIALS
As of
March 31, 2026
As of
June 30, 2025
PET finished goods
$ 128,306
$ 151,117
PET raw materials
357,125
143,911
Inventories
485,431
295,028
Provision for the inventories
-
( 119,886 )
Net value of Inventories
$ 485,431
$ 175,142
4.
PROPERTY, PLANT AND EQUIPMENT, NET
Property,
plant and equipment consisted of the following as of March 31, 2026 and June 30, 2025:
SCHEDULE
OF PROPERTY, PLANT AND EQUIPMENT
As of
March 31, 2026
As of
June 30, 2025
Factory building
$ 3,714,751
$ 3,541,594
Factory equipment
1,757,634
1,554,829
Computer
4,045
3,856
Office equipment
13,785
12,163
Leasehold improvement
358,634
244,041
Motor vehicle
19,745
18,825
Total cost
5,868,594
5,375,308
Accumulated depreciation
( 1,676,311 )
( 1,276,097 )
Carrying amount
$ 4,192,283
$ 4,099,211
Depreciation
expense was $ 330,869 and $ 289,361 for the nine months ended March 31, 2026 and 2025, respectively.
At
March 31, 2026, 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 March 31, 2026 and June 30, 2025:
SCHEDULE
OF ACCRUED LIABILITIES
As of
March 31, 2026
As of
June 30, 2025
Accounts payable, third parties
$ -
$ 89,640
Accounts payable, related party
1,445,895
-
Accounts payable
1,445,895
-
Accrued liabilities
72,617
86,957
Other payables
128,265
114,450
Accounts
payable and accrued liabilities
$ 1,646,777
$ 291,047
The
account payable to related parties are unsecured, non-interest bearing, and payable on demand.
The
balance of accrued liabilities include accrued payroll and accrued utilities.
The
balance of other payables included the office expenses payable and balance of property, plant and equipment, net from third party.
12
6.
LOAN FROM THIRD PARTY
Loan
from third party consists of the following as of March 31, 2026 and June 30, 2025:
SCHEDULE
OF LOAN FROM THIRD PARTY
As of
March 31, 2026
As of
June 30, 2025
Loan from third party
$ 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, 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.
On
May 16, 2025, the note holder decided not to exercise their conversion right into the Company’s equity, the instrument is no longer
classified as a convertible note but is accounted for as a standard term loan.
7.
BANK LOAN PAYABLE
In
October 2022, the Company obtained a credit facility with OCBC Bank in Malaysia to provide a loan in the principal amount of MYR 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 June
30, 2025), 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, 2025), 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 $ 73,015 and $ 69,459 for the nine months ended March 31, 2026 and 2025, respectively.
Future
Minimum principal payments under the bank loans payable, secured are as follow:
SCHEDULE
OF FUTURE MINIMUM PRINCIPAL PAYMENTS
2027
$ 86,407
2028
90,060
2029
93,868
2030
97,836
2031 onward
1,863,968
Total
2,232,139
Current balance
( 86,407 )
Non-current balance
$ 2,145,732
8.
RELATED PARTY TRANSACTIONS
As
of March 31, 2026 and June 30, 2025, the amount due from (due to) related parties consisted of:
SCHEDULE
OF AMOUNT DUE FROM (DUE TO) RELATED PARTIES
March 31, 2026
June 30, 2025
Due from (due to) Invent Fortune Sdn. Bhd. (4)
$ 140,426
$ ( 35,029 )
Account payable to Invent Fortune Sd. Bhd. (4)
-
( 680,415 )
Payable to Luo Xiong and Wo Kuk Ching (1)
( 1,351,430 )
( 1,209,120 )
Payable to Empower International Trading (2)
( 806,682 )
( 527,325 )
Payable to TLC Global International Trading (3)
( 850,626 )
( 810,975 )
Total due to related parties, net
$ ( 2,868,312 )
$ ( 3,262,864 )
13
The
amounts due from and payable to related parties are unsecured, non-interest bearing, non-trade in nature 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.
As
of March 31, 2026, accounts payable due to Invent Fortune Sdn. Bhd. amounted to $ 1,455,895 (see Note 5).
In
addition to the related party balances above, the Company has the following significant related party transactions incurred as below:
SCHEDULE OF SIGNIFICANT RELATED
PARTY TRANSACTIONS INCURRED
2026
2025
2026
2025
Three months ended
March 31,
Nine months ended
March 31,
2026
2025
2026
2025
Cost to Invent Fortune Sdn. Bhd. (4)
$ 172,497
$ -
$ 547,140
$ -
9.
LEASES
As
of March 31, 2026, the Company has two finance leases for motor vehicles, and one operating lease agreements for space (No.
5 factory building) in Malaysia.
SCHEDULE
OF OPERATING AND FINANCE LEASE AGREEMENT
As of
March 31, 2026
As of
June 30, 2025
Right-of-use assets-finance leases
37,195
55,386
Total right-of-use assets
$ 37,195
$ 55,386
Finance lease liabilities – current
15,241
22,553
Finance lease liabilities – non-current
15,912
23,930
Total lease liabilities
$ 31,153
46,483
The
components of lease expense and supplemental cash flow information related to leases for the nine months ended March 31, 2026 and 2026
are as follows:
SCHEDULE
OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES
Other information for the nine months ended
March 31, 2026
March 31, 2025
Cash paid for amounts included in the measurement of lease obligations
Cash payments for finance lease
18,934
17,574
Weighted average remaining lease term (in years)
Finance leases
2.63
3.27
Weighted average discount rate
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 March 31, 2026 are as follows:
SCHEDULE
OF UNDISCOUNTED FUTURE MINIMUM PAYMENTS
Finance lease
Year ending
2027
$ 16,340
2028
11,621
2029
4,842
Thereafter
-
Total lease payment
32,803
Less: Imputed interest
( 1,650 )
Total lease liabilities
31,153
Current
( 15,241 )
Long term
$ 15,912
10.
COMMITMENTS AND CONTINGENCIES
As
of March 31, 2026, the Company had commitments for capital expenditures of USD 9,500 for Sales GTIS 6.0 system. The Company expected to
make the payments in the next nine months ending March 31, 2026.
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,
2025 audited financial statements and related notes included in the Company’s most recent Annual Report on Form 10-KT for the twelve
months ended June 30, 2025 filed with the SEC on October 14, 2025. Statements in this section and elsewhere in this Form 10-Q that are
not statements of historical or current fact constitute “forward-looking” statements.
Overview
Sino
Green Land Corporation (the “Company” or “we” or “our”) was incorporated under the laws of the State
of Nevada on March 6, 2008, under the name of Henry County Plywood Corporation, as successor by merger to a Virginia corporation incorporated
in May 1948 under the same name. On March 17, 2009, we changed our name from “Henry County Plywood Corporation” to “Sino
Green Land Corporation”. On January 7, 2020, we renamed from “Sino Green Land Corporation” to “Go Silver Toprich,
Inc.”. On August 31, 2020, we changed the name from “Go Silver Toprich, Inc.” back to “Sino Green Land Corporation”.
Results
of Operations
Revenues
and Cost of Revenues
Net
revenues were $334,766 for the three months ended March 31, 2026, reflecting an increase of $136,826, or 69%, from $197,940
for the three months ended March 31, 2025. The growth in net revenues was primarily driven by increased sales of third-party sourced
plastic recycled products. Notably, this expansion was achieved alongside a consolidation of the customer base from 12 to 19 clients,
reflecting a substantial rise in average purchase volume per custom.
Net
revenues were $1,060,984 for the nine months ended March 31, 2026, reflecting an increase of $289,538, or 38%, from $771,446 for the
nine months ended March 31, 2025. The increase in net revenues was mainly due to an increase in sales of plastic recycle products from
the third parties. This growth occurred despite an increase in the customer base from 32 to 41, indicating a significant increase in
per-customer purchase volumes.
Cost
of revenues was $413,702 for the three months ended March 31, 2026, reflecting a decrease of $ 169,193, or 29%, from $582,895
for the three months ended March 31, 2025. This decline was primarily attributable to reduced impurities in purchased raw materials and,
more significantly, the commissioning of a new production line.
Cost
of revenues was $1,264,282 for the nine months ended March 31, 2026, reflecting a decrease of $ 353,670, or 22%, from $1,617,952 for
the nine months ended March 31, 2025. This decline was primarily driven by a reduction in impurities within our purchased raw materials,
and, more significantly, by the prior period inventory write-down of $119,886 being credited to the cost of sales in the current period.
Gross
Loss
Gross
loss was $78,936 for the three months ended March 31, 2026 and gross loss was $384,955, for the three months ended March 31, 2025, reflecting
a significant decrease of $306,019 or 79 %. The decrease in gross loss was mainly due to the increase in sales.
Gross
loss was $203,298 for the nine months ended March 31, 2025 and gross loss was $846,506 for the nine months ended March 31, 2025, reflecting
a significantly decrease of $643,208 or 76%. This improvement was primarily driven by a reduction in cost of revenues, also increase
in the sales.
General
and Administrative Expenses
General
and administrative expenses were $201,005 for the three months ended March 31, 2026, reflecting an increase of $130,734, or 186%, from
$70,271 for the three months ended March 31, 2025. The general and administrative expenses increased significantly due to
the increase of travelling expenses, water & electricity fee, employee salaries and service fee.
General
and administrative expenses were $439,822 for the nine months ended March 31, 2026, reflecting an increase of $195,539, or 80%, from
$244,283 for the nine months ended March 31, 2025. The increase was primarily driven by higher business travel expenses and service fee.
15
Net
Loss
Net
loss totaled $306,008 for the three months ended March 31, 2026, a decrease of $179,074 of 37%, as compared to the net loss
of $485,082 for the three months ended March 31, 2025. The decrease was primarily due to the increase of sales, and decrease of cost.
Net
loss totaled $718,959 for the nine months ended March 31, 2026, a decrease of $458,098 of 39%, as compared to the net loss of $1,177,057
for the nine months ended March 31, 2025. The decrease was primarily due to the decrease of cost of revenue and increase of sales.
Liquidity
and Capital Resources
Going
concern.
For
the nine months ended March 31, 2026, Sino Green Land Corporation had an accumulated deficit of $5,419,512, incurred a net loss of $718,959
and the stockholder deficit of $2,873,004. These factors raise substantial doubt about the Sino Green Land Corporation’s
ability to continue as a going concern within one year after the date the financial statements are issued. In addition, Sino Green Land
Corporation’s independent registered public accounting firm, in their report on Sino Green Land Corporation’s June 30, 2025,
audited financial statements, raised substantial doubt about the Sino Green Land Corporation’s ability to continue as a going concern.
No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are
satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions
on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.
Working
Capital
As of
March 31, 2026
As of
June 30, 2025
Change
Total current assets
$ 721,616
$ 279,622
$ 441,994
Total current liabilities
(4,912,454 )
(4,722,571 )
(939,883 )
Working capital deficit
$ (4,190,838 )
$ (4,442,949 )
$ (497,889 )
As
of March 31, 2026, we had total current assets of $721,616 consisting of cash on hand of $78,833, accounts receivables of $12,751, inventory
of $485,431, and prepaid expenses and other current assets of $144,601, compared to total current assets of $279,622 as of June 30, 2025.
The increase was mainly due to the increase in inventory, cash and other receivable. We had current liabilities of $4,912,454 consisting
of accounts payable of $1,445,895, accrued expenses and other payable of $200,882, current portion of bank loan of $86,407, short-tern
borrowing of $135,409, advances due to related parties of $2,868,312 and financing lease obligation of $15,241, compared to total current
liabilities of $4,722,571 as of June 30, 2025.
The
Company’s net loss was $718,959 and $1,177,057 for the nine months ended March 31, 2026 and 2025, respectively.
16
Cash
Flows
Nine months Ended
March 31,
2026
2025
Change
Cash flows provided by (used in) operating activities
$ 64,930
$ (437,751 )
$ 502,681
Cash flows used in investing activities
(230,475 )
(31,672 )
(198,803 )
Cash flows provided by financing activities
291,161
491,138
(199,977 )
Effect of exchange rate changes on cash and cash equivalents
(72,055 )
(16,528 )
(55,527 )
Net changes in cash and cash equivalents
$ 53,561
$ 5,187
$ 48,374
Cash
Flow from Operating Activities
Cash
flow provided by operating activities for the nine months ended March 31, 2026 was $64,930 as compared to the amount of $437,751 used
in operating activities for the nine months ended March 31, 2025, reflecting a significant increment of $502,681. The increase in net
cash provided by operating activities was primarily attributable to an increase in trade payable, mainly to related parties for material
purchase.
Cash
Flow from Investing Activities
Net
cash used in investing activities was $230,475 for the nine months ended March 31, 2026, primarily due to purchases of property, plant
and equipment. This compares to net cash used in investing activities of $31,672 in the prior year period, primarily due to purchases
of property, plant and equipment.
Cash
Flow from Financing Activities
Cash
flow provided by financing activities was $291,161 for the nine months ended March 31, 2026 and provided by $491,138 for the nine months
ended March 31, 2025, respectively. The decrease in cash from financing activities was primarily driven by lower loan proceeds, reduced
financial support from related parties, and common stock issued to third parties.
Critical
Accounting Policies and Estimates
Use
of Estimates
In
preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities
in the balance sheets, and expenses during the periods reported. Actual results may differ from these estimates.
Off-Balance
Sheet Arrangements
As
of March 31, 2026, 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 March 31, 2026. 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 March 31, 2026, 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 March 31, 2026, that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.
18
PART
II — OTHER INFORMATION
Item
1. Legal Proceedings
We
are not currently involved in any legal proceedings, and we are not aware of any pending or potential legal actions.
Item
1A. Risk Factors.
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
under this item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item
3. Defaults Upon Senior Securities
None
Item
4. Mine Safety Disclosures
Not
applicable.
Item
5. Other Information.
None
ITEM
6. Exhibits
Exhibit
No.
Description
31.1
Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*
31.2
Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer*
32.1
Section 1350 Certification of principal executive officer *
32.2
Section 1350 Certification of principal financial and accounting officer *
101.INS
Inline
XBRL Instance Document*
101.SCH
Inline
XBRL Schema Document*
101.CAL
Inline
XBRL Calculation Linkbase Document*
101.DEF
Inline
XBRL Definition Linkbase Document*
101.LAB
Inline
XBRL Label Linkbase Document*
101.PRE
Inline
XBRL Presentation Linkbase Document*
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed herewith.
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:
May 11, 2026
By:
/s/
Teresa Wo Kuk Ching
Title:
Chief
Executive Officer
20
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.