SGLA Sino Green Land Corporation (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): February 15, 2024

 

Sino Green Land Corp.

(Exact name of registrant as specified in its charter)

 

Nevada		000-53208		54-0484915
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

 

No. 3 & 5, Jalan Hi Tech 7/7,

Kawasan Perindustrian Hi Tech 7,

43500 Semenyih, Selangor, Malaysia

(Address of principal executive offices (zip code))

 

+603 8727 8732

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

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		The OTC Markets - Pink Sheets

 

 

 

JUMPSTART OUR BUSINESS STARTUPS ACT

 

The Company qualifies as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (the “JOBS Act”) as we do not have more than $1,070,000,000 in annual gross revenue and did not have such amount as of September 30, 2023 our last fiscal year. We are electing to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.

 

We may lose our status as an emerging growth company on the last day of our fiscal year during which (i) our annual gross revenue exceeds $2,000,000,000 or (ii) we issue more than $2,000,000,000 in non-convertible debt in a three-year period. We will lose our status as an emerging growth company if at any time we are deemed to be a large accelerated filer. We will lose our status as an emerging growth company on the last day of our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement.

 

As an emerging growth company, we are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) and Section 14A(a) and (b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such sections are provided below:

 

Section 404(b) of the Sarbanes-Oxley Act requires a public company’s auditor to attest to, and report on, management’s assessment of its internal controls.

 

Sections 14A(a) and (b) of the Exchange Act, implemented by Section 951 of the Dodd-Frank Act, require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation.

 

As long as we qualify as an emerging growth company, we will not be required to comply with the requirements of Section 404(b) of the Sarbanes-Oxley Act and Section 14A(a) and (b) of the Exchange Act.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Current Report on Form 8-K or Form 8-K and other reports filed by us from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to us or our management identify forward looking statements. Such statements reflect the current view of our management with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled “Risk Factors”) as they relate to our industry, our operations and results of operations, and any businesses that we may acquire. Should one or more of the events described in these risk factors materialize, or should our underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the U.S. federal securities laws, we do not intend to update any of the forward-looking statements to conform them to actual results. The following discussion should be read in conjunction with our pro forma financial statements and the related notes that will be filed herein.

 

 

Item 1.01 Entry into Material Definitive Agreement

 

On October 1, 2023, Sino Green Land Corp. (“SGLA,” or the “Company”) completed its merger with Sunshine Green Land Corp. (“SGL”) and SLG’s wholly-owned subsidiary, Tian Li Eco Holdings Sdn.Bhd” (“Tian Li”), pursuant to the terms of a definitive share exchange agreement dated October 1, 2023.

 

Upon completion of the merger, all of the outstanding shares of SGL’s common stock were exchanged for 160,349,203 shares of common stock of SGLA and 1,781,658 shares of preferred stock of SGLA. 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. 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.

 

Immediately after completion of such share exchange, the Company has a total of 161,809,738 issued and outstanding shares of common stock, with authorized share capital for common shares of 780,000,000.

 

Consequently, the Company has ceased to fall under the definition of shell company as define in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) and SGL is now a wholly owned subsidiary.

 

Item 2.01 Completion of Acquisition or Disposition of Assets

 

As described in Item 1.01 above, On October 1, 2023, SGLA completed its merger with SGL and SGL’s wholly-owned subsidiary, Tian Li, pursuant to the terms of a definitive share exchange agreement dated October 1, 2023. 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.

 

As a result of the acquisition of all the issued and outstanding shares of SGL, the business conducted by SGL’s wholly-owned subsidiary, Tian Li, became the primary business of SGLA.

 

FORM 10 DISCLOSURE

 

As described in Item 1.01 above, On October 1, 2023, SGLA completed its merger with SGL and SGL’s wholly-owned subsidiary, Tian Li, pursuant to the terms of a definitive share exchange agreement dated October 1, 2023. 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.

 

As the Company was a shell company prior to such acquisition is now entering into a business combination, other than a business combination with a shell company, as those terms are defined in Rule 12b-2 under the Exchange Act, according to Item 2.01(f) of Form 8-K, the registrant is required to disclose the information that would be required if the registrant were filing a general form for registration of securities under the Exchange Act on Form 10.

 

We hereby provide below information that would be included in a Form 10 registration statement.

 

Description of Business

 

Corporate History

 

Sino Green Land Corp. was incorporated under the laws of the State of Nevada on March 6, 2008, under the name of Henry County Plywood Corporation, as successor by merger to a Virginia corporation incorporated in May 1948 under the same name. On March 17, 2009, the Company changed its name from “Henry County Plywood Corporation” to “Sino Green Land Corporation”. During 2009 to 2011, the Company was principally engaged in the wholesale distribution of premium fruits in China. In 2011, the Company was delinquent in statutory filings, and the last annual report, Form 10-K for the year ended June 30, 2010, was filed to the SEC on March 31, 2011, and the last Form 10-Q for the period ended September 30, 2011, was filed to the SEC on November 14, 2011.

 

On December 30, 2019, the Eighth District Court of Clark County, Nevada granted the Application for Appointment of Custodian, to Custodian Ventures LLC. Mr. David Lazar (“Mr. Lazar”), on behalf of the Custodian Ventures LLC, was awarded with custodianship and appointed as sole officer and director due to the Company’s ineffective board of directors, revocation of corporate charter, and abandonment of business. On January 7, 2020, Mr. Lazar announced the Court Order and the Change in Principal Officer through Form 8-K filing. The filing also mentioned the change of Company’s name from “Sino Green Land Corporation” to “Go Silver Toprich, Inc.”. On June 10, 2020, a settlement agreement was entered between the Company, Custodian Ventures, LLC, and Mr. Lazar. Pursuant to the agreement, Custodian Ventures LLC shall dismiss its custodianship, and the Company shall resume its business operations, and each party shall provide each other mutual release. In consideration of the release, the Company was required to pay Custodian Ventures LLC $15,000 towards its costs and expenses as the settlement to dismiss its custodianship with the Court. On July 2, 2020, the custodianship was discharged by the Court and Mr. Lazar resigned as sole officer and director of the Company. The former officer, Mr. Luo Xiong (“Mr. Luo”) was re-appointed as Chief Executive Officer and director of the Company.

 

Since July 2, 2020, along with the resumption of the Company’s business operations, Ms. Wo Kuk Ching (“Ms. Wo”), spouse of Mr. Luo has served as President and director of the Company, Ms. Wong Ching Wing (“Elise”), daughter of Ms. Wo has served as Chief Financial Officer, Treasurer and director of the Company, and Ms. Wong Erin (“Erin”), another daughter of Ms. Wo has served as Secretary of the Company, respectively. On August 31, 2020, the Company changed its name from “Go Silver Toprich, Inc.” back to “Sino Green Land Corporation”.

 

On December 2, 2021, Mr. Luo submitted his resignation as Chief Executive Officer and director of the Company to the board of directors effective June 30, 2021.

 

Effective from June 30, 2021, Ms. Wo serves as Chief Executive Officer, and currently holds the positions of Chief Executive Officer, President, and director of the Company, respectively.

 

 

On June 30, 2023, Sunshine Green Land Corp. (“SGL”) acquired 100% interest in Tian Li Eco Holdings Sdn. Bhd (“Tian Li”).

 

On October 1, 2023, SGLA acquired SGL and all of the outstanding shares of SGL’s common stock were exchanged for 160,349,203 shares of common stock of SGLA and 1,781,658 shares of preferred stock of SGLA. As SGLA and SGL were under common control at the time of the share exchange, the transaction is accounted for as a combination of entities under common control in a manner similar to the pooling-of-interests method of accounting.

 

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. The Company’s mission is rooted in advocating for waste recycling, renewing and reusing, 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.

 

Tian Li, based in Selangor, Malaysia, operates under the guidance of a leadership team with over three decades of industry knowledge and experience. Tian Li’s primary focus is on the environmental protection sector, particularly addressing plastic waste concerns at both regional and global scales. Tian Li’s operations emphasize in converting waste into reusable resources, contributing to societal well-being and environmental conservation, while also supporting the principles of a circular economy.

 

Our Mission

 

Tian Li’s mission is 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.

 

 

Our Model

 

 

Tian Li collects and sourcing the raw material such as the PET Bottle Bundle from Cambodia, Southeast Asia and New Zealand. After the raw material is delivered to the factory, Tian Li will process the sorting, cutting, crushing, washing, cleaning, drying, separating, recycling processing and further processing, until the materials are finally recycled into plastic end products such flakes, or Strapping belt, is produced. Thereafter, Tian Li sells it to local or oversea trading companies.

 

Tian Li recognizes the increasing importance of PET recycling in the global landscape. As the sector expands, there is noticeable demand from both brand manufacturers and end-users. Additionally, global governments are showing a heightened focus on environmental policies, providing further support to the PET recycling industry.

 

The PET recycling industry presents several challenges, often acting as barriers to entry for many entities. Tian Li has developed strategies to address these challenges. For instance, procuring raw materials demands a broad and reliable supply chain network, and the Company has invested in building such networks over the years. Adhering to international standards for recycled PET is crucial, and Tian Li, through its technological assets and industry knowledge, aims to produce products that fit within these specifications. Addressing potential environmental concerns associated with the recycling process, the Company operates with the necessary legal and safety permits. These are licenses and report from the environmental impact assessment (EIA) and the environment management plan (EMP), and the permits from the Malaysia Investment Development Authority (MIDA).

 

Tian Li’s foundation in the PET recycling domain is further highlighted by its infrastructural assets in Malaysia. The Company houses several pieces of advanced machinery and equipment together with its capabilities and technologies to produce good quality recycled PET materials for its customers. Furthermore, the foundational strength of Tian Li and SGLA is its experienced and capable management and processing teams. The Company’s founders and core team possess a blend of experience and technical knowledge, positioning Tian Li and SGLA as a notable player in the PET recycling sector.

 

Our Products

 

Product Offerings:

 

-

PET Bottle Flakes:

 

○

Processed through a sequence of sorting, crushing, washing, separation, and drying, PET Flakes serve as an alternate raw material to traditional polyester. These flakes find applications in products ranging from staple fibers to strapping belts.

 

 

○

Specifications:

 

	■	Intrinsic Viscosity (IV): >0.7
	■	Moisture: <1%
	■	PVC Content: <0.01%
	■	Foreign Material: <0.02%

 

-

PET Strapping Belt:

 

	○	Tian Li employs superior raw materials and additives to produce these belts, offering them in varied colors and surface finishes (either smooth or embossed).
	○	Recognized for its high tensile strength (comparable to steel straps, reaching up to 80%), these belts are durable across varying climatic conditions, exhibit heat resistance, and have enhanced longevity.
	○	Product Specifications:

 

■

Model T1608-G:

 

	●	Dimensions: 1100m16mm0.8mm
	●	Weight: 20KG
	●	Tensile Strength: 496 Kgf

 

■

Model T1910-G:

 

	●	Dimensions: 800m19mm1.0mm
	●	Weight: 20KG
	●	Tensile Strength: 798 Kgf

 

-

HDPE Pellets:

 

○

Sourced from caps and rings of PET bottles, these HDPE pellets are suited for casting molding applications. Defined by its density (>0.941 g/cm3), HDPE stands as a robust variant within the polyethylene category. Renowned for its impact resistance, lightweight properties, low moisture absorption, and high tensile strength, HDPE also exhibits non-toxic and non-staining characteristics.

 

Tian Li’s PET bottle flakes cater to diverse geographical markets, including the Asia-Pacific, Europe, and the Americas, with exports to nations like Germany, the U.S., Ukraine, Vietnam, Thailand, Malaysia, Indonesia, and Turkey, among others. The global PET fiber production capacity stands at approximately 60.53 million tons  in 2021 (Statista Research Department, March 24, 2023), representing potential clients for the Company. Tian Li’s PET plastic-steel straps have reached markets in countries such as China, Australia, Vietnam, Malaysia, Indonesia, and Thailand, with ongoing expansion initiatives. Additionally, Tian Li’s HDPE recycled pellets find customers in China and Malaysia, suggesting a notable demand in the market.

 

The Company’s goals

 

Tian Li’s strategic positioning in Semenyih, Malaysia, serves as a logistical advantage, facilitating efficient connections with both local and international customers via major transportation hubs. This not only ensures reduced delivery times but also minimizes transportation costs. On a daily basis, Tian Li procures recyclable plastics from local sources, aiming to reduce the amount of non-biodegradable plastics that might otherwise reach landfills. With a steadfast commitment to the environment, the Company continually seeks enhancements in its recycling process and pledges to increase its investments in this domain.

 

Competitive Strengths

 

Our Directors believe that our competitive strengths are as follows:

 

●	Tian Li’s depth of understanding in the plastic recycling sector has made the Company attuned to its challenges and intricacies. As such, Tian Li strictly adheres to the regulations and guidelines set forth by the Malaysian government. Furthermore, the company has integrated practices from recycling standards observed in developed nations, aligning its operations with international benchmarks.
●	Tian Li’s core expertise is in processing waste PET beverage and packaging bottles. Through advanced methodologies, Tian Li transforms waste bottles into PET bottle flakes, which are tailored for PET fiber production. The facility houses over 40 pieces of advanced equipment, emphasizing consistent quality and innovation. This commitment to technology and research positions Tian Li as a notable entity within the environmental protection sector.
●	Currently, Tian Li has a production capability of 50,000 tons of PET waste plastic bottles annually. As the Company plans for the future, there is an envisioned expansion in its operational scope. Tian Li has also introduced a production line for PET plastic-steel strapping belts, resulting in an annual yield of 3,000 tons. Additionally, Tian Li produces HDPE recycled pellets from waste plastic bottle components, with an annual output ranging between 3,500 to 4,000 tons. Due to the quality of the PET bottle flakes and pellets produced, they find applications in various PET-based productions. Tian Li’s recycled raw materials, being closely comparable to virgin plastics and cost-effectiveness, present a viable option for its customers, both domestic and international, in the market.

 

 

Market Overview

 

Addressing the Global Plastic Waste Crisis

 

The global plastic waste crisis has taken center stage in environmental discussions over recent decades. Since the 1950s, there has been a staggering surge in plastic production. What began as an annual output of 2 million tons has skyrocketed to an overwhelming 348 million tons by 2017. Correspondingly, the global plastic industry’s worth has soared to an estimated $522.6 billion. If current trajectories persist, the industry might potentially double in value by 2040 (Historic day in the campaign to beat plastic pollution: Nations commit to develop a legally binding agreement, Press release, United Nations Environment Programme (UNEP), Mar 2022).

 

However, this surge in plastic production and its subsequent pollution presents monumental challenges that ripple across ecosystems. Climate change, biodiversity reduction, and the broad spectrum of environmental pollution are all exacerbated by this pervasive plastic proliferation. The consequences, if left unaddressed, could lead to irreversible environmental damages.

 

Beyond the environmental toll, there are significant health concerns related to plastic pollution. These implications span from potential disruptions in human fertility and hormonal imbalances to metabolic irregularities and concerning neurological effects. Notably, the open burning of plastics has also become a significant contributor to atmospheric pollution.

 

As global efforts intensify to limit global warming to within 1.5°C, a projection that stands out is the anticipated contribution of plastics to this crisis. By 2050, emissions stemming from plastic-related processes might constitute up to 15% of the globally permissible emissions.

 

Marine life bears the brunt of this crisis, with over 800 marine and coastal species under threat due to plastic pollution. From ingestion to entanglement, the dangers are extensive. Alarmingly, marine ecosystems are burdened with around 11 million tons of plastic debris annually. Unless current practices are recalibrated, this figure might see a twofold increase by 2040 (UNEP, Mar 2022).

 

Recycled-PET as a Solution to the Global Plastic Waste Crisis

 

The emergence of recycled-PET (R-PET) as a solution presents hope in addressing the intensifying global plastic waste crisis. By embracing the reclamation and repurposing of PET plastics, there is a potential to markedly reduce the volume of waste directed to landfills and oceans. This approach simultaneously curtails the reliance on the production of virgin plastics, resulting in significant cuts in carbon emissions and the conservation of crucial resources.

 

R-PET champions the principles of a circular economy, a sustainable model where resources undergo continuous recycling and repurposing to extend their lifecycle, thus reducing environmental harm. Such a holistic approach starkly deviates from the age-old linear economic model characterized by a “produce, use, discard” sequence.

 

Incorporating R-PET into industrial processes can substantially attenuate the environmental footprints of sectors heavily dependent on plastics. For instance, producing R-PET consumes roughly 75% less energy compared to its virgin counterpart and can curtail greenhouse gas emissions by a commendable 70%.

 

Additionally, leveraging R-PET in product manufacturing can bolster the image of companies, positioning them as champions of environmental consciousness. This strategic alignment does not merely offer a solution to the plastic waste conundrum but also augments brand standing in the market. Given the discernible shift towards sustainable products among consumers, companies employing R-PET can potentially foster increased brand loyalty from this growing eco-conscious demographic.

 

 

 

The Recycled-PET Global Market Overview

 

The global recycled-PET (R-PET) market is showcasing notable momentum. As of 2023, this burgeoning sector is estimated to be worth around US$11 billion, and if current trends persist, it’s poised to burgeon to a significant US$15 billion by 2028. This forecast points to a robust compound annual growth rate (CAGR) of 6.5% over the anticipated five-year span. (Recycled PET Market, Global Forecast to 2028, Markets and Markets, June 2023)

 

Several pivotal factors are propelling this market surge. Foremost, there’s an unmistakable transformation in consumer behavior patterns. As individuals worldwide become more attuned to the far-reaching environmental consequences of plastic waste, their purchasing habits evolve. It is now evident that consumers are gravitating away from excessively packaged products, opting instead for items that underscore eco-friendliness as a key characteristic.

 

Furthermore, the role of governmental bodies cannot be understated. Many international administrations are ardently endorsing recycling and the principles of a circular economy. Through a plethora of policies, they are setting the stage to encourage and, in certain instances, mandate sustainable business conduct and elevated recycling standards. In certain jurisdictions, the integration of recycled materials has become a cornerstone of packaging regulations. These legal frameworks are supplemented with precise targets for recycled content, nudging manufacturers to embed environmental stewardship within their product development and design ethos.

 

From an economic perspective, the R-PET realm is presenting an intriguing landscape. In certain jurisdictions, particularly the EU, the advent of mandatory recycling directives means that the demand for food-grade R-PET is consistently outpacing the available supply. Consequently, its price per ton has reached a premium of around 1,500 Euros in September 2022 (Plastics and Sustainability Trends in September 2022, czapp.com, Oct 2022), which is a significant increment from a base valuation pegged at 400 Euros.

 

Opportunities for Recycled-PET in the Asia-Pacific Region

 

The Asia-Pacific region, a dominant global nexus for production, is abuzz with activity. With a multitude of multinational entities spread across diverse sectors such as food & beverage, personal care, and household products, it’s an area that presents a myriad of opportunities. This operational vibrancy inherently fosters a growing demand for recycled PET, setting an optimistic trajectory for our firm. One can gauge the strength and potential of this sector by examining key metrics. For instance, pivotal export territories, especially the European R-PET market, are projected to escalate to an impressive US$3.9 billion by 2028. Growing at a Compound Annual Growth Rate (CAGR) of 6.1%, these figures shed light on the surging demand and potential of the R-PET domain (Recycled PET Market, Global Forecast to 2028, Markets and Markets, Jun 2023).

 

 

Moreover, the regulatory landscape in this region is evolving in favor of sustainability. Several countries have made strides in introducing frameworks that promote the incorporation of recycled materials, with a specific emphasis on packaging. These legislative advancements not only fortify the market landscape but also significantly amplify the demand for the R-PET industry. When we couple these dynamics with the region’s swift economic evolution, rapid urbanization, and an expanding middle-class demographic, the resulting synergy augments consumption patterns. This is particularly evident in sectors like food & beverage, which unfolds a plethora of market vistas for our initiative.

 

Our Organization

 

 

Employees

 

As at the date of this report, we had a total of 21 employees, out of which 9 were foreign workers  from Indonesia, Myanmar and Bengal. 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.

 

Reports to Security Holders

 

You may read and copy any materials the Company files with the Commission in the Commission’s Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

 

 

Risk Factors

 

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information contained in this report before deciding to invest in our common stock.

 

Risks Related to our Business

 

There is substantial doubt about Sunshine Green Land’s ability to continue as a going concern.

 

For the year ended June 30, 2023, Sunshine Green Land incurred a net loss of $1,003,693 and used cash in operating activities of $959,289. These factors raise substantial doubt about the Sunshine Green Land’s ability to continue as a going concern within one year after the date the financial statements are issued. In addition, Sunshine Green Land’s independent registered public accounting firm, in their report on Sunshine Green Land’s June 30, 2023, audited financial statements, raised substantial doubt about the Sunshine Green Land’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.

 

We have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting.

 

We identified material weaknesses in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

 

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.

 

If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock.

 

Any major disruption at our waste treatment plants, such as a breakdown of machinery, power or utilities shortage, could adversely affect our business, financial conditions, results of operations.

 

Our business is dependent on the uninterrupted operation of our waste treatment plants. If the use or efficiency of our waste treatment plants is hampered or disrupted due to power or water shortages or breakdowns, or if our machinery and equipment is damaged due to accident, fire or other natural disasters, our ability to process plastic recycle products and deliver our products in a timely manner, and thus our ability to generate revenue, may be materially affected. Furthermore, our waste treatment processes require a stable source of electricity, and there is no guarantee that the local electricity supply would be sufficiently reliable or stable for consumption at all times. If we are unable to manage or reduce periods of interruption of power supply, our waste treatment capacities at our waste treatment plants may be limited, delayed or halted, which could have an adverse effect on our business, operations, financial performance, financial condition, results of operations. Furthermore, in the case of a breakdown or failure in our machinery or equipment, suitable replacements of relevant machinery may not be readily available in the market in a timely manner or at all. Any disruptions affecting our waste treatment plants may lead to delays in fulfilling contract obligations, and our business, operations, financial performance, financial condition, and results of operations may be materially and adversely affected.

 

 

Our success is dependent on the continuous efforts of our key management and operation personnel, and we may not be able to find suitable replacement in case of loss of service of any of them.

 

The Company’s success also will depend in large part on the continued service of its key operational and management personnel, including executive staff, research and development, engineering, marketing and sales staff. Most specifically, including Ms. Wo Kuk Ching, our Chairman, CEO and Executive Director, Mr. Luo Xiong, our Vice president who oversees new partnerships, as well as implementation of our methodology, partnership retention, overall management and future growth. We rely on the expertise and experience of our key management personnel in developing business strategies, managing business operations and maintaining relationships with our customers. While there had been no key management and operation personnel who left us during these years, there is no assurance that there will be no such incidents in the future. If we lose the services of any of our key management personnel, we may not be able to find a suitable replacement with comparable knowledge and experience in a timely manner, and our business, operations, financial performance, financial condition, results of operations may be materially and adversely affected.

 

We rely on foreign workers for our operations

 

Our Company presently operates in a labor intensive industry and we depend on foreign labor for our predominantly manual operations such as manual sorting of collected waste.

 

As at the date of this report, we had a total of 21 employees, out of which 9 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. As advised by our legal advisers as to Malaysia law, there is no fixed quota on the number of foreign workers we can employ or any pre-determined foreign workers to local workers ratio as mandated by the Ministry of Home Affairs of Malaysia as the approval for intake of foreign workers is based on the actual requirement of the employer. Such an approval is applied by the employer on an as-needed basis. As such, we can increase the quota of foreign workers as long as an application for intake of foreign workers is first submitted to, and approval for such application is obtained from, the Ministry of Home Affairs of Malaysia.

 

We have been in compliance with the relevant laws and regulations governing the employment of foreign workers in all material respects during these years. While our Directors confirmed that we had fully complied with the relevant laws and regulations relating to foreign workers in all material respects during these years, there is no assurance that the Malaysian government will not impose additional conditions or restrictions on the intake of foreign workers allowed or change the foreign worker policy or the laws and regulations relating to foreign workers, and we may not be able to replace our foreign workers with local workers, or we may have to incur additional cost for recruiting local workers. This may in turn materially and adversely affect our business, operations, financial performance, financial condition, results of operations. Further, any increase in competition for foreign workers, especially skilled workers, will also increase the general labour wages paid by us to our foreign workers, which will have an adverse impact on our costs of operations and may in turn materially and adversely affect our results of operations.

 

 

We generally do not enter into long-term agreements with our customers. If we fail to retain our existing customers or attract new customers, our business, financial conditions and results of operations may be materially and adversely affected.

 

We do not enter into long-term agreements with most of our customers, and our customers have no obligation to engage us again for future to purchase recycled products from us as it is the industry practice to not enter into such long-term agreements with our customers. There is no assurance that our current or future agreements, with our major customers can be negotiated on terms and prices equivalent to or more favourable than current terms and prices. If we fail to retain our existing customers or attract new customers, our revenue and profitability, which is dependent on the number and scale of recycle products that we are able to sell, may be materially and adversely affected.

 

Cross Border Sales Transactions

 

Cross-border sales transactions carry a risk of changes in import tax and/or duties related to the import and export of our product, which can result in pricing changes, which will affect revenues and earnings. Cross border sales transactions carry other risks including, but not limited to, changing regulations, wait times, customs inspection and lost or damaged product.

 

We will need to raise funding, which may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product development efforts or other operations.

 

We will need to seek funds soon, through public or private equity or debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances or a combination of these approaches. Raising funds in the current economic environment may present additional challenges. It is not certain that we have accounted for all costs and expenses of future development and regulatory compliance. Even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favourable or if we have specific strategic considerations.

 

Our future growth may be limited.

 

The Company’s ability to achieve its expansion objectives and to manage its growth effectively depends upon a variety of factors, including the Company’s ability to further develop use of methodology, to attract and retain skilled employees, to successfully position and market the Company, to protect its existing intellectual property, to capitalize on the potential opportunities it is pursuing with third parties, and sufficient funding. To accommodate growth and compete effectively, the Company will need working capital to maintain adequate operating levels, develop additional procedures and controls and increase, train, motivate and manage its work force. There is no assurance that the Company’s personnel, systems, procedures and controls will be adequate to support its potential future operations.

 

We are dependent on third parties for the supply of raw materials.

 

Our continuing success depends on the availability, cost and quality of the raw materials for the Plastic recycle products. The cost of raw materials amounted to approximately MYR3.3 million, and MYR10.7 million respectively, representing approximately 94% and 97% of our cost of sales for FY2022 and FY2023 respectively. Cost of raw materials refers to cost incurred by our Company to purchase recoverable items from our suppliers, which is the key components of cost of sales attributable to the recycled products segment. The increase in cost of raw materials from MYR3.3 million in FY2022 to MYR10.7 million in FY2023 was mainly due to the sales increase and new machinery testing.

 

We generally do not enter into any agreements with our suppliers other than on a purchase order basis. The prices and supply of raw materials depend on factors beyond our control, including economic conditions, competition, availability of quality suppliers, production levels and transportation costs in Malaysia and Overseas. There is no assurance that there will not be such incidents in the future. If we are unable to procure the required raw materials from our suppliers in a timely manner (for example, as a result of the suspension of operations or liquidation or bankruptcy of the supplier), or if the cost of raw materials exceeds our budgeted cost, or if any of our key suppliers is unable to continue providing the raw materials we need or fail to supply the necessary raw materials at prices and on terms and conditions we consider acceptable, and we are unable to find suitable replacement of the suppliers nor pass on the additional costs to our customers, there may be a material and adverse effect on our business, operations, financial performance, financial condition, results of operations.

 

We may not be successful in our potential business combinations.

 

The Company may, in the future, pursue acquisitions of other complementary businesses and technology licensing arrangements. The Company may also pursue strategic alliances and joint ventures that leverage its core products and industry experience to expand its product offerings and geographic presence. The Company has limited experience with respect to acquiring other companies and limited experience with respect to forming collaborations, strategic alliances and joint ventures.

 

 

If the Company were to make any acquisitions, it may not be able to integrate these acquisitions successfully into its existing business and could assume unknown or contingent liabilities. Any future acquisitions the Company makes, could also result in large and immediate write-offs or the incurrence of debt and contingent liabilities, any of which could harm the Company’s operating results. Integrating an acquired company also may require management resources that otherwise would be available for ongoing development of the Company’s existing business.

 

We are required to comply with applicable laws and regulations.

 

Arising from the operations of our Company, we are required to comply with laws and regulations applicable to, among others, workplace safety, employment of foreign workers, environment and road traffic. In the event that we fail to comply with any of the applicable laws and regulations, we may be subject to penalties imposed by the authorities which include, but are not limited to, being fined and/or issued with remedial or stop-work orders which may materially and adversely affect our business, operations, financial performance, financial condition, results of operations.

 

We are imposed to environmental liability.

 

Our business operations are subject to environmental laws and regulations, in particular on the emission, discharge or deposit of waste into the environment pursuant to the laws of Malaysia. Though we had no material non-compliance with applicable environmental laws and regulations, as these laws and regulations may continue to evolve, there is no assurance that we will continue to be in compliance with all the applicable laws and regulations, and we may incur additional costs in complying with such laws and regulations. Any violation of the relevant environmental laws and regulations may lead to substantial fines, clean-up costs and environmental liabilities or even suspension of operations that could materially and adversely affect our business, operations, financial performance, financial condition, results of operations.

 

We intend to expand our capacity by capital investment in new machinery and system, which may result in an increase in depreciation expenses, plant and machinery operating costs, repair and maintenance costs and cash flow used in investing activities.

 

In order to secure more customers in Malaysia and overseas and expand the scale of our operations and customer base, our Directors intend to apply an aggregate of approximately MYR10 million (equivalent to approximately US$.2.3 million) in capital investment in facilities, plants, machineries and/or equipment to enhance production efficiency and capacities.

 

As a result, our cash flow used in investing activities is expected to increase, and assuming all other things remain unchanged and such investment have been fully deployed, our depreciation expenses, plant and machinery operating costs and repair and maintenance costs will increase and this may in turn have a material adverse effect on our business, operations, financial performance, financial condition, results of operations.

 

Any further disruptions from an uptick in new infections related to COVID-19 may materially harm out business prospects.

 

Further upticks in infection, and the related enforcement of governmental restrictions would materially hinder our ability to grow, as it would make it could interrupt our supply chain, as well as the financial condition of our intended customer base.

 

We may need further financing for our existing business and future growth.

 

We may require additional funding for our existing business and growth plans. We have estimated our funding requirements in order to implement our growth plans.

 

In the event that the costs of implementing our growth plans exceed our funding estimates significantly or that we come across opportunities to grow through expansion plans which cannot be predicted at this juncture, and our funds generated from our operations prove insufficient for such purposes, we may need to raise additional funds to meet these funding requirements. We will consider obtaining such funding from new issuance of equity, debt instruments and/or external bank borrowings, as appropriate. In addition, we may need to obtain additional equity or debt financing for other business opportunities that our Group deems favourable to our future growth and prospects. Funding through the new issuance of equity may lead to a dilution in the interests of the Shareholders. An increase in debt financing may be accompanied by conditions that restrict our ability to pay dividends or require us to seek lenders’ consent for payment of dividends, or restrict our freedom to operate our business by requiring lenders’ consent for certain corporate actions. In addition, there is no assurance that we will be able to obtain additional financing on terms that are favourable and acceptable. If we are not able to secure adequate financing, our business and growth may be negatively affected.

 

 

Risks Related to Our Operation in Malaysia

 

The development of the industry we operate in is highly dependent on the Malaysian government’s environmental protection policies, which may change from time to time.

 

As a business operating in Malaysia, we are subject to the laws and regulations of Malaysia, which can be complex and evolve rapidly. The Malaysian government has the power to exercise significant oversight and discretion over the conduct of our business, and the environmental regulations to which we are subject may change rapidly and with little notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in Malaysia are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and inconsistently with our current policies and practices. New laws, regulations, and other government directives in Malaysia may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

 

	●	Delay or impede our development,
	●	Result in negative publicity or increase our operating costs,
	●	Require significant management time and attention, and
	●	Subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices.

 

The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which we conduct our business and could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected as well as materially decrease the value of our common stock.

 

Changes in Malaysian economic, political and social conditions, as well as government policies, may affect our businesses and the industry we operate in.

 

Our major assets and business operations are located in Malaysia. Therefore, our business, operations, financial performance, financial condition and results of operations are significantly exposed to the economic, political and social conditions in Malaysia as well as government policies, which in turn may impact our customers in Malaysia who buy our recycle products from us. There is no assurance that the demand for our products in Malaysia will not decrease in the future. For instance, an economic downturn in Malaysia may lead to a decrease in the demand for our products in the market, thereby materially and adversely affecting our business, financial conditions and results of operations.

 

Further, any changes in the policies implemented by the government of Malaysia which may result in currency and interest rate fluctuations, inflation, capital restrictions, price and wage controls, expropriation and changes in taxes and duties detrimental to our business may materially affect our operations, financial performance and future growth. Unfavourable changes in the social, economic and political conditions of Malaysia or in the Malaysian government policies in the future may have a negative impact on our operations and business in Malaysia, which will in turn adversely affect the overall financial performance of our Company. In addition, Malaysia foreign exchange control may limit our ability to utilise our cash effectively and affect our ability to receive dividends and other payments from our Malaysian subsidiaries.

 

We are subject to currency conversion and exchange rate risk.

 

Since a substantial amount of our income and profit is denominated in MYR, any fluctuations in the value of MYR may adversely affect the amount of dividends, if any, payable to the Shares in S$ to our Shareholders. There is no assurance that the Malaysian government will not impose more restrictive or additional foreign exchange controls. Any imposition, variation or removal of exchange controls may lead to less independence in the Malaysian government’s conduct of its domestic monetary policy and increased exposure of the Malaysia economy to the potential risks and vulnerability of external developments in the international markets.

 

 

Furthermore, fluctuations in the value of MYR against other currencies will create foreign currency translation gains or losses and may have an adverse effect on our business, operations, financial performance, financial condition and results of operations. Any imposition, variation or removal of foreign exchange controls may adversely affect the value, translated or converted into S$, of our net assets, earnings or any declared dividends. Consequently, this may adversely affect our ability to pay dividends or satisfy other foreign exchange requirements.

 

We are subject to the foreign exchange legislation and regulations in Malaysia.

 

Local and foreign investors are subject to Foreign Exchange Administration Rules in Malaysia. The legislations in Malaysia governing exchange control are the Financial Services Act 2013 (“FSA”) and Islamic Financial Services Act 2013 (“IFSA”). In exercise of the power conferred by the FSA and IFSA, Bank Negara Malaysia, which is the central bank of Malaysia (“Bank Negara”), has issued Foreign Exchange Administration Notices (“FEA Notices”) which embody its general permissions and directions. The FEA Notices read together with Schedule 14 of the FSA and IFSA set out the circumstances in which the specific approval of the Bank Negara must be obtained by residents and non-residents to remit funds to and from Malaysia. The FEA Notices are reviewed regularly by Bank Negara in line with the changing environment. As at the Latest Practicable Date, foreign investors are free to repatriate capital, divestment proceeds, profits, dividends, rental, fees and interests arising from investments in Malaysia provided that the repatriation is made in foreign currency. Any future restriction by the FEA Notices on repatriation of funds may limit our ability on dividends distribution to the Shareholders from business operations in Malaysia.

 

However, there is no assurance that the relevant rules and regulations on foreign exchange control in Malaysia will not change. In the event that there is any adverse change in the foreign exchange rules and regulations relating to the borrowing or repatriation of foreign currency, our business and results of operation may be materially and adversely affected.

 

Risks Related to the Market for our Stock

 

The OTC and share value.

 

Our Common Stock trades over the counter, which may deprive stockholders of the full value of their shares. Our stock is quoted via the Over-The-Counter (“OTC”) Pink Sheets under the ticker symbol “SGLA”. Therefore, our Common Stock is expected to have fewer market makers, lower trading volumes, and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market. These factors may result in higher price volatility and less market liquidity for our Common Stock.

 

Low market price

 

A low market price would severely limit the potential market for our Common Stock. Our Common Stock is expected to trade at a price substantially below $5.00 per share, subjecting trading in the stock to certain Commission rules requiring additional disclosures by broker-dealers. These rules generally apply to any non-NASDAQ equity security that has a market price share of less than $5.00 per share, subject to certain exceptions (a “penny stock”). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our Common Stock.

 

Lack of market and state blue sky laws

 

Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws. The holders of our shares of Common Stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTC, investors should consider any secondary market for our securities to be a limited one. We intend to seek coverage and publication of information regarding our Company in an accepted publication which permits a “manual exemption.” This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont, and Wisconsin.

 

Accordingly, our shares of Common Stock should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

 

 

Penny stock regulations

 

We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our Common Stock. The Commission has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that our Common Stock will become a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

 

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the Commission relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

 

We do not anticipate that our Common Stock will qualify for exemption from the Penny Stock Rule. In any event, even if our Common Stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the Commission the authority to restrict any person from participating in a distribution of penny stock, if the Commission finds that such a restriction would be in the public interest.

 

Rule 144 Risks

 

Sales of our Common Stock under Rule 144 could reduce the price of our stock. There are 10,000,000 issued and outstanding shares of our Common Stock held by affiliates that Rule 144 of the Securities Act defines as restricted securities.

 

These shares will be subject to the resale restrictions of Rule 144, since we have ceased being deemed a “shell company”. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least nine months, may not sell more than 1.0% of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of Common Stock under Rule 144 could reduce prevailing market prices for our securities.

 

No audit or compensation committee

 

Because we do not have an audit or compensation committee, stockholders will have to rely on our entire Board of Directors, none of which are independent, to perform these functions. We do not have an audit or compensation committee comprised of independent directors. Indeed, we do not have any audit or compensation committee. These functions are performed by our Board of Directors as a whole. No members of our Board of Directors are independent directors. Thus, there is a potential conflict in that Board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

 

Security laws exposure

 

We are subject to compliance with securities laws, which exposes us to potential liabilities, including potential rescission rights. We may offer to sell our shares of our Common Stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We may not seek any legal opinion to the effect that any such offering would be exempt from registration under any federal or state law. Instead, we may elect to relay upon the operative facts as the basis for such exemption, including information provided by investor themselves.

 

 

If any such offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial pre-emption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which we have relied, we may become subject to significant fines and penalties imposed by the Commission and state securities agencies.

 

No cash dividends

 

Because we do not intend to pay any cash dividends on our Common Stock, our stockholders will not be able to receive a return on their shares unless they sell them. We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on shares of our Common Stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares of our Common Stock when desired.

 

Delayed adoption of accounting standards

 

We have delayed the adoption of certain accounting standards through an opt-in right for emerging growth companies. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

 

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.

 

 

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,
		2023								2022								Change
Net revenues		$	636,482				100	%		$	1,145,808				100	%		$	(509,326	)			(44	)%
Cost of revenues			(1,052,261	)			(165	)%			(1,230,898	)			(107	)%			(178,637	)			(15	)%
Gross profit (loss)			(415,779	)			(65	)%			(85,090	)			(7	)%			(330,689	)			(389	)%
Operating expense			(570,823	)			(90	)%			(333,121	)			(29	)%			237,702				71	%
Interest income			266				0	%			4				0	%			262				6550	%
Other income			-				0	%			1,748				0	%			(1,748	)			(0	)%
Interest expense			(17,357	)			(3	)%			-				(0	)%			17,357				100	%
Income taxes			-				(0	)%			-				(0	)%			-				(0	)%
Net loss		$	(1,003,693	)			(158	)%		$	(416,459	)			(36	)%		$	(587,234	)			141	%

 

 

Net Revenues

 

Net revenues totaled $636,482 for the year ended June 30, 2023, a drop of $509,326, or 44%, as compared to the revenue for the year ended June 30, 2022. The decrease in net revenues was mainly due to a decrease in sales of plastic recycle products as a result of the decrease in orders from the third parties.

 

Cost of Revenues

 

Cost of revenues totaled $1,052,261 for the year ended June 30, 2023, an increase of $178,637, or 15%, as compared to for the year ended June 30, 2022. The increase in cost of revenue was due to the unit cost is higher in line with our revenue decrease.

 

Gross Profit

 

Gross loss was $415,779 and $85,090 for the years ended June 30, 2023 and 2022 respectively. Gross loss increased $330,689 for the year ended June 30, 2023 primarily due to the decrease in sales of plastic recycle products.

 

Operating Expenses

 

General and administrative expenses totaled $570,823 for the year ended June 30, 2023, an increase of $237,702, or 71%, as compared to the year ended June 30, 2022. The increase was primarily due to the increase in directors and staffs’ salary, consulting and professional expense incurred in 2023 in connection with the factory purchases and business acquisition.

 

Net Loss

 

Net loss totaled $1,003,693 for the year ended June 30, 2023, an increase of $587,234, of 141%, as compared to the net loss of $416,459 for the year ended June 30, 2022. The increase was primarily due to the net revenue decrease and increase of operating expense.

 

Liquidity and Capital Resources

 

Going concern.

 

For the year ended June 30, 2023, Sunshine Green Land incurred a net loss of $1,003,693 and used cash in operating activities of $959,289. These factors raise substantial doubt about the Sunshine Green Land’s ability to continue as a going concern within one year after the date the financial statements are issued. In addition, Sunshine Green Land’s independent registered public accounting firm, in their report on Sunshine Green Land’s June 30, 2023, audited financial statements, raised substantial doubt about the Sunshine Green Land’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

 

		Years Ended June 30,
		2023				2022				Change
Total current assets		$	480,602			$	442,331			$	38,271
Total current liabilities			2,509,486				2,412,618				(96,868	)
Working capital deficit		$	(2,028,884	)		$	(1,970,287	)		$	(58,597	)

 

As of June 30, 2023, We had total current assets of $480,602 consisting of cash on hand of $125,134, accounts receivables of $52,796, inventory of $198,093, and prepayments and other current assets of $104,579, compared to total current assets of $442,331 as of June 30, 2022. The increase was mainly due to the increase in inventory in 2023. We had current liabilities of $2,509,486 consisting of operating lease obligation of $44,167, convertible note of $750,000, accrued liabilities of $139,090, current portion of bank borrowings of $36,266 and amount due to related parties of $1,539,963 compared to total current liabilities of $2,412,618 as of June 30, 2022.

 

The Company’s net loss was $1,003,693 and $416,459 for the years ended June 30, 2023 and 2022, respectively.

 

Cash Flows

 

		Years Ended June 30,
		2023				2022				Change
Cash flows provided by (used in) operating activities		$	(959,289	)		$	(480,550	)		$	(478,739	)
Cash flows provided by (used in) investing activities			(1,664,838	)			(771,467	)			(893,371	)
Cash flows provided by (used in) financing activities			2,607,391				1,164,431				1,442,960
Effect of exchange rate changes on cash and cash equivalents			89,430				90,169				(739	)
Net changes in cash and cash equivalents		$	72,694			$	2,583			$	70,111

 

 

Cash Flow from Operating Activities

 

Cash flow used in operating activities for the year ended June 30, 2023 was $959,289 as compared to the amount of $480,550 provided by operating activities for the year ended June 30, 2022, reflecting a decrement of $478,739. The decrease in net cash provided by operating activities was mainly due to the fact that the decrease from the amounts due to directors impact on cash flows.

 

Cash Flow from Investing Activities

 

Cash flow used in investing activities was $1,664,838 and $771,467 for the year ended June 30, 2023 and 2022, respectively. The increase in net cash flow used in investing activities was mainly due to the increase of acquisition of PPE.

 

Cash Flow from Financing Activities

 

Cash flow provided by financing activities was $2,607,391 and $1,164,431 for the year ended June 30, 2023 and 2022, respectively. The increase in net cash provided by financing activities was mainly due to the increase in net proceeds of bank borrowings and convertible note.

 

Results of Operations for the three months ended September 30, 2023

 

		Three months Ended September 30,
		2023								2022								Change
Net revenues		$	545,878				100	%		$	319,619				100	%		$	226,259				70	%
Cost of revenues			(743,512	)			(149	)%			(348,282	)			(109	)%			395,230				113	%
Gross profit (loss)			(197,634	)			(49	)%			(28,663	)			(9	)%			(168,971	)			(589	)%
Operating expense			(170,993	)			(31	)%			(82,894	)			(26	)%			(88,099	)			106	%
Interest income			-				0	%			-				0	%			-				0	%
Other income			365				0	%			3,976				1	%			(3,611	)			(90	)%
Interest expense			(11,458	)			(2	)%			-				0	%			(11,456	)			100	%
Income taxes			-				0	%			-				0	%			-				0	%
Net loss		$	(379,720	)			(70	)%		$	(107,581	)			(34	)%		$	(272,139	)			253	%

 

Net Revenues

 

Net revenues totaled $545,878 for the three months ended September 30, 2023, an increase of $226,250, or 70%, as compared to the revenue for the three months ended September 30, 2022. The increase in net revenues was mainly due to an increase in sales of plastic recycle products from the third parties.

 

Cost of Revenues

 

Cost of revenues totaled $743,512 for the three months ended September 30, 2023, a drop of $395,230, or 113%, as compared to for the three months ended September 30, 2022. The increase in cost of revenue was due to the unit cost is higher in line with our revenue decrease.

 

Gross Profit

 

Gross loss was $197,634 and $28,663 for the three months ended September 30, 2023 and 2022 respectively. Gross loss increased $168,971 for the three months ended September 30, 2023 primarily due to the unit cost is higher.

 

Operating Expenses

 

General and administrative expenses totaled $170,993 for the three months ended September 30, 2023, an increase of $88,099, or 106%, as compared to the three months ended September 30, 2022. The increase was primarily due to the increase in directors and staffs’ salary, consulting and professional expense incurred in 2023 in connection with the factory purchases and business acquisition.

 

 

Net Loss

 

Net loss totaled $379,720 for the three months ended September 30, 2023, an increase of $272,139, of 253%, as compared to the net loss of $107,581 for the three months ended September 30, 2022. The increase was primarily due to the increase of cost of revenue and operating expense.

 

Liquidity and Capital Resources

 

Going concern.

 

For the three months ended September 30, Sunshine Green Land incurred a net loss of $379,720 and used cash in operating activities of $310,855. These factors raise substantial doubt about the Sunshine Green Land’s ability to continue as a going concern within one year after the date the financial statements are issued. In addition, Sunshine Green Land’s independent registered public accounting firm, in their report on Sunshine Green Land’s June 30, 2023, audited financial statements, raised substantial doubt about the Sunshine Green Land’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,
		2023				2022				Change
Total current assets		$	610,612			$	197,567			$	413,045
Total current liabilities			3,082,042				3,634,287				(552,245	)
Working capital deficit		$	(2,471,430	)		$	(3,436,720	)		$	965,290

 

As of September 30, 2023, We had total current assets of $610,612 consisting of cash on hand of $178,712, accounts receivables of $81,098, inventory of $118,121, and prepayments and other current assets of $232,681, compared to total current assets of $197,567 as of September 30, 2022. The increase was mainly due to the increase in inventory and deposits in 2023. We had current liabilities of $3,082,042 consisting of operating lease obligation of $27,450, accounts payable of 62,536, convertible not of $750,000, accrued liabilities of $151,635, current portion of bank borrowings of $36,102 and amount due to related parties of $2,054,319 compared to total current liabilities of $3,634,287 as of September 30, 2022.

 

The Company’s net loss was $379,720 and $107,581 for the three months ended September 30, 2023 and 2022, respectively.

 

Cash Flows

 

		Three months Ended September 30,
		2023				2022				Change
Cash flows provided by (used in) operating activities		$	(310,855	)		$	(116,598	)		$	(194,257	)
Cash flows provided by (used in) investing activities			(59,382	)			(176,648	)			(117,266	)
Cash flows provided by (used in) financing activities			415,867				179,284				236,583
Effect of exchange rate changes on cash and cash equivalents			7,948				96,760				(88,812	)
Net changes in cash and cash equivalents		$	53,578			$	(17,202	)		$	70,780

 

Cash Flow from Operating Activities

 

Cash flow used in operating activities for the three months ended September 30, 2023 was $310,855 as compared to the amount of $116,598 used in operating activities for the three months ended September 30, 2022, reflecting a decrement of $194,257. The decrease in net cash provided by operating activities was mainly due to the fact that the decrease from the accrued liabilities and other payables impact on cash flows.

 

Cash Flow from Investing Activities

 

Cash flow used in investing activities was $59,382 and $176,648 for the three months ended September 30, 2023 and 2022, respectively. The decrease in net cash flow used in investing activities was mainly due to the decrease of acquisition of PPE.

 

Cash Flow from Financing Activities

 

Cash flow provided by financing activities was $415,867 for the three months ended September 30, 2023and used in financing activities was $179,284 for the three months ended September 30, 2022, respectively. The increase in net cash provided by financing activities was mainly due to the increase in net proceeds of bank borrowings and finance lease.

 

 

Capital requirement for short term and long term

 

As of June 30, 2023, the Company financed capital requirement through OCBC Bank in Malaysia for further expansion, details are as follows:

 

		June 30, 2023				June 30, 2022
Loan from OCBC Bank in Malaysia		$	1,080,637			$	-
Aggregate outstanding principal balances		$	1,068,872			$	-
Less: current portion			(36,266	)			-
Total non-current borrowings		$	1,032,606			$	-

 

Other Material Cash requirement

 

In addition to the financing arrangements discussed above, Tian Li is a party to numerous contracts and arrangements obligating it to make cash payments in future years. Tian Li 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 Tian Li’s Combined Balance Sheets at June 30, 2023. Such obligations include:

 

Operating lease obligation – See Note 10 to the Combined Financial Statements.

 

Trends, commitment and uncertainties that likely to result in material changes in liquidity

 

Except the issues mentioned above, Tian Li 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 Estimates

 

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, 2023. 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 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.

 

 

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 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. 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.

 

 

Recent Accounting Pronouncements

 

See Note 1 to the combined financial statements.

 

Employees

 

As at this report date, we had a total of 21 employees, out of which 9 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. The company has leased office space for a period of 12 months at a cost of US$70,153.

 

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, 2023.

 

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	%
Wo Kuk Ching			56,882,222				35.15	%
			132,366,347				81.80	%

 

(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.

 

 

Directors and Executive Officers, Promoters and Control Persons

 

On December 8, 2021, Luo Xiong consented to act as a Member of the Board of Directors of the Company, Wo Kok Ching consented to act as a Member of the Board of Directors of the Company

 

Name		Age		Position(s)
Wo Kuk Ching		68		President CEO, CFO, Secretary,Treasurer, Director of SGLA
Wong Erin		39		Secretary of SGLA
Wong Ching Wing		44		Chief Financial Officer, Treasurer, and Director of SGLA

 

Wo Kuk Ching, Director

 

Wo Kuk Ching (“Ms. Wo”), age 68, has served as our President and Director since July 2, 2020, and serves as Chief Executive Officer after the departure of our former Chief Executive Officer, Luo Xiong, spouse of Ms. Wo effective from June 30, 2021. Ms. Wo is mother of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing (“Elise”) and our Secretary, Wong Erin (“Erin”), respectively.

 

Ms. Wo graduated from University of London in 2010 and holds a bachelor’s degree of science in accounting and finance. She obtained an advanced diploma in business administration from Society of Business Practitioners in 2017. She served as a financial planner of Chubb Life Insurance Company Limited from 2003 to 2011. From 2011 to 2020, she served as senior branch manager of Manulife (International) Limited.

 

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

 

Wong Ching Wing, Director

 

Wong Ching Wing (“Elise”), age 44, has served as our Chief Financial Officer, Treasurer and Director since July 2, 2020. Elise is daughter of our Chief Executive Officer, President and Director, Wo Kuk Ching and sister of our Secretary, Wong Erin, respectively.

 

Elise graduated from University of California, Davis, in 2005 and holds a bachelor’s degree of science in computer science. She earned her master’s degree of science in finance from University of Hong Kong in 2011. Elise was awarded a Financial Advisers’ International Qualification (FAIQ) from Institute of Financial Planners of Hong Kong (“IFPHK”) in 2014 and a Qualified Retirement Advisor (QRA) Holder from IFPHK in 2017, respectively. From 2010 to 2020, she served as senior financial consultant of Manulife (International) Limited.

 

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

 

 

Wong Erin, Secretary

 

Wong Erin (“Erin”), age 39, has served as our Secretary since July 2, 2020. Erin is daughter of our Chief Executive Officer, President and Director, Wo Kuk Ching and sister of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing, respectively.

 

Term of Office

 

Our director holds its position until the next annual meeting of shareholders and until his successor is elected and qualified by our shareholders, or until earlier death, retirement, resignation or removal.

 

Family Relationships

 

Mr. Luo is spouse of Ms. Wo, our Chief Executive Officer, President, and Director.

 

Legal Proceedings Involving Directors and Executive Officers

 

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

 

(1) A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

 

(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) ;

 

(3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

 

i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

 

ii. Engaging in any type of business practice; or

 

iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

 

(4) Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

 

(5) Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 

(6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 

 

(7) Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

 

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

 

ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease and desist order, or removal or prohibition order; Or

 

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

 

(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Executive Compensation

 

The table below sets forth the positions and compensations for the sole officer and director of SGLA, for the years ended June 30, 2023 and 2022.

 

Position		Name of Directors		Year		Salary before tax		Bonus		All other compensation		Total
SGLA CEO & CFO and Chairman, Director		Wo Kuk Ching		2023		-		-		-		-
				2022		-		-		-		-
SGLA CFO & Director		Wong Ching Wing		2023		-		-		-		-
				2022		-		-		-		-
SGLA Secretary		Wong Erin		2023		-		-		-		-
				2022		-		-		-		-

 

We do not have an audit or compensation committee comprised of independent directors as our Company qualifies for an exemption from these requirements. Indeed, we do not have any audit or compensation committee. These functions are performed by our Board of Directors as a whole.

 

All directors serve 1 year term.

 

 

Transactions with related persons, promoters and certain control persons

 

Related Party Transactions

 

On June 30, 2023, the amount due to a related company, which is unsecured with non-interest bearing.

 

Corporate Governance

Director Independence

 

None of our directors qualified as an “independent director” under the rules of NASDAQ, Marketplace Rule 4200(a).

 

Nominating Committee

 

We do not presently have a nominating committee. Our Board of Directors currently acts as our nominating committee.

 

Audit Committee

 

We do not presently have an audit committee. Our Board of Directors currently acts as our nominating committee.

 

Legal Proceeding

None.

 

Market Price of and dividends on the registrant’s common equity and related shareholder matters

 

Market Information

 

Our common stock is currently quoted on the OTC market “Pink Sheets” under the symbol SGLA. The market price quoted as at October 30^th, 2023 is US$0.15 per share and the liquidity for the shares are limited.

 

As mentioned in Item 1.01, an additional 160,349,203 restricted common shares were issued to Wo Kuk Ching, Empower International Trading Sdn.Bhd., Kee Seng Yam, Xu Liming, Wong Erin, Wong Ching Wing, Pan Xinyu and 1,781,658 preferred shares were issued to Wo Kuk Ching and Luo Xiong . upon reverse acquisition activity. All additional issued common shares of SGLA are restricted from disposal for the lesser of 2 years from issuance, or one-year from the date of filing hereof. No options or warrants to purchase, or securities convertible into, common equity of the registrant. None of above mentioned additional issuance of restricted common share are issued to qualified institutional buyer as defined under § 230.144A

 

Equiniti Trust Company is the transfer and registrar agent for SGLA.

 

Holders

 

As of September 30, 2023, we had approximately 10 shareholders of our common shares, including the shares held in street name by brokerage firm. The holders of common share are entitle to one vote for each share held for record on all matters submitted to a vote of shareholders. Holders of the common share have no pre-emptive rights and no right to convert their common share into any other securities. There are no redemption or sinking fund provisions applicable to the common share.

 

Dividends

 

We have not distributed or paid any dividends during the financial year, and have no plans of paying cash dividends in the future.

 

Securities authorized for issuance under equity compensation plan

 

As of September 30, 2023, the Company has no securities authorized either previously approved or disapproved for issuance under equity compensation plan.

 

Penny Stock Regulations

 

Our shares of common stock are subject to the “penny stock” rules of the Securities Exchange Act of 1934 and various rules under this Act. In general terms, “penny stock” is defined as any equity security that has a market price less than $5.00 per share, subject to certain exceptions. The rules provide that any equity security is considered to be a penny stock unless that security is registered and traded on a national securities exchange meeting specified criteria set by the SEC, issued by a registered investment company, and excluded from the definition on the basis of price (at least $5.00 per share), or based on the issuer’s net tangible assets or revenues. In the last case, the issuer’s net tangible assets must exceed $3,000,000 if in continuous operation for at least three years or $5,000,000 if in operation for less than three years, or the issuer’s average revenues for each of the past three years must exceed $6,000,000.

 

 

Recent Sales of Unregistered Securities

 

On October 1, 2023, Sino Green Land Corp. (“SGLA,” or the “Company”) entered into a share exchange agreement (the “Share Exchange Agreement”) with Sunshine Green Land Corp.a Labuan Company, Wo Kuk Ching, Empower International Trading Sdn Bhd., Kee Seng Yam, Xu Liming, Wong Erin, Wong Ching Wing, and Pan Xinyu, total eight individual shareholders , owner of 100% of Sunshine Green Land Corp.. Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of Sunshine was exchanged for 150,000,000 shares of common stock of SGLA issued to Wo Kuk Ching, Empower International Trading Sdn.Bhd, Kee Seng Yam, Xu Liming, Wong Erin, Wong Ching Wing, and Pan Xinyu . The former stockholders of SGL will acquire a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby Sunshine is the accounting acquiree.

 

Immediately after completion of such share exchange, the Company has a total of 161,809,738 issued and outstanding shares, with authorized share capital for common share of 780,000,000 shares.

 

Description of securities

 

The following is a summary description of our capital stock and certain provisions under the laws of the State of Nevada where the Company was incorporated. The following discussion is qualified in its entirety by reference to such exhibits.

 

Preferred Stock

 

The Company is authorized to issue 20,000,000 shares of Preferred Stock.

 

As of September 30, 2023, the Company had 2,520 shares of Preferred Stock issued and outstanding, par value $0.001 per share, and all issued and outstanding shares of Preferred Stock are held by unrelated parties.

 

Common Stock

 

The Company is authorized to issue 780,000,000 shares of Common Stock.

 

As of September 30, 2023, the Company had 1,460,535 shares of Common Stock issued and outstanding, par value $0.001 per share, and 960,000 shares (approximately 65.74%) of total issued and outstanding Common Stock are held by related parties.

 

The following table lists, as of September 30, 2023, the number of shares of Common Stock of the Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding Common Stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of Common Stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

 

The percentages below are calculated based on 1,460,535 shares of our Common Stock issued and outstanding as of September 30, 2023.

 

 

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

 

Name of Beneficial Owner		Number of Common Stock Owned				Percentage of Ownership
Wo Kuk Ching (Chief Executive Officer, President, and Director) (1)			760,000				52.04	%
Wong Ching Wing (Chief Financial Officer, Treasurer, and Director (2)			40,000				2.74	%
Wong Erin (Secretary) (3)			40,000				2.74	%
All executive officers and directors as a group (3 persons named above)			840,000				57.52	%
Empower International Trading Sdn. Bhd. (4)			120,000				8.22	%
Other owners of the Company			500,535				34.26	%
			1,460,535				100.00	%

 

(1)	Wo Kuk Ching, our Chief Executive Officer, President, and Director, and currently owns 760,000 shares of our Common Stock, approximately 52.04% of total issued and outstanding shares.   Ms. Wo is mother of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing (“Elise”) and our Secretary, Wong Erin (“Erin”), respectively. Ms. Wo is also spouse of our former Chief Executive Officer and Director, Luo Xiong (“Mr. Luo”).
(2)	Wong Ching Wing (“Elise”), our Chief Financial Officer, Treasurer and Director, and currently owns 40,000 shares of our Common Stock, approximately 2.74% of total issued and outstanding shares.   Elise is daughter of our Chief Executive Officer, President, and Director, Ms. Wo and sister of our Secretary, Erin.
(3)	Wong Erin (“Erin”), our Secretary, and currently owns 40,000 shares of our Common Stock, approximately 2.74% of total issued and outstanding shares.   Erin is daughter of our Chief Executive Officer, President, and Director, Ms. Wo and sister of our Chief Financial Officer, Treasurer and Director, Elise.
(4)	Empower International Trading Sdn. Bhd. (“Empower”), a Malaysia corporation, currently owns 120,000 shares of our Common Stock, approximately 8.22% of total issued and outstanding shares.   Luo Xiong, spouse of our Chief Executive Officer, President and Director, Wo Kuk Ching, is sole director and shareholder of Empower.

 

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the number of shares is deemed to include the number of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any date.

 

Indemnification of Directors and Officers

 

Section 78.138 of the NRS provides that a director or officer will not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or a knowing violation of the law.

 

Section 78.7502 of NRS permits a company to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action, suit or proceeding if the officer or director (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful.

 

 

Section 78.751 of NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of final disposition thereof, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751 of NRS further permits the company to grant its directors and officers additional rights of indemnification under its articles of incorporation or bylaws or otherwise.

 

Section 78.752 of NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses. Our Bylaws provide that we may indemnify and advance litigation expenses to our directors, officers, employees and agents to the extent permitted by law, our Articles of Incorporation or our Bylaws, and shall indemnify and advance litigation expenses to our directors, officers, employees and agents to the extent required by law, our Articles of Incorporation or Bylaws. Our obligations of indemnification, if any, shall be conditioned on receiving prompt notice of the claim and the opportunity to settle and defend the claim. We may, to the extent permitted by law, purchase and maintain insurance on behalf of an individual who is or was our director, officer, employee or agent.

 

Indemnification against Public Policy

 

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions of our Articles of Incorporation and Bylaws, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defence of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

The effect of indemnification may be to limit the rights of the Company and the shareholders (through shareholders’ derivative suits on behalf of the Company) to recover monetary damages and expenses against a director for breach of fiduciary duty.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

Reference is made to the disclosure made under Item 1.01 which is incorporated herein by reference.

 

Item 5.01 Changes in Control of Registrant.

 

None.

 

Item 5.06 Change in Shell Company Status

 

Prior to the Share Exchange, we were a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act). As a result of the Share Exchange, we have ceased to be a shell company. The information contained in this Report constitutes the current “Form 10 information” necessary to satisfy the conditions contained in Rule 144(i)(2) under the Securities Act.

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial Statement of Business Acquired

 

The audited financial statements of Sunshine from inception through June 30, 2023 and audited financial statements of Sunshine as for the twelve months ended June 30, 2023 and 2022 are appended to this report beginning on page 36. The audited financial statements of Sunshine as of June 30, 2023 and 2022 were audited by Weinberg & Company, P.A. The audited financial statements of Sunshine as for the twelve months ended June 30, 2023 and 2022 were audited by Weinberg & Company, P.A.

 

 

Exhibit No.		Description
3.1		Articles of Incorporation of the Company
3.2		Bylaws of the Company Inc.
3.3		Certificate of Incorporation of Sunshine Green Land Corp.
3.4		Memorandum and Articles of Association of Sunshine Green Land Corp.
4.1		Share Exchange Agreement
99.1		Report of Independent Registered Public Accounting Firm
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

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

 

	Sino Green Land Corp.
Date: February 15, 2024		/s/ Wo Kuk Ching
	By:	Wo Kuk Ching,
		President & Chief Executive Officer, Director

 

 

 

Exhibit 3.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 3.2

 

BYLAWS OF
HENRY COUNTY PLYWOOD CORPORATION

 

ARTICLE I: OFFICES

 

1.1 REGISTERED OFFICE The registered office shall be in the City of Carson City, County of Carson City, State of Nevada.

 

1.2 ADDITIONAL OFFICES.. The corporation may also have offices at such other places both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the corporation may require.

 

ARTICLE II: SHAREHOLDERS’ MEETINGS

 

2.1 ANNUAL MEETINGS

 

Regular meetings of the shareholders of this corporation may be held at the discretion of the Board of Directors on an annual or less frequent periodic basis on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting. At regular meetings the shareholders shall elect a Board of Directors and transact such other business as may be appropriate for action by shareholders. If a regular meeting of shareholders has not been held for a period of fifteen (15) months, one or more shareholders entitled to vote may call a regular meeting of shareholders by delivering to the President or Treasurer a written demand for a regular meeting. Within thirty (30) days after the receipt of such written demand by the President or Treasurer, the Board of Directors shall cause a regular meeting of shareholders to be called and held on notice no later than ninety (90) days after the receipt of written demand, all at the expense of the corporation.

 

2.2 SPECIAL MEETINGS

 

Special meetings of the shareholders for any purpose may be called at any time by the President, or by the Board of Directors, or by any two or more members thereof, or by one or more shareholders holding not less than twenty percent (20%) of the voting power of the Corporation. Such meetings shall be held at the principal office of the Corporation or at such other place within or without the State of Nevada as may be designated in the notice of meeting. No business shall be transacted at any special meeting of the shareholders except as is specified in the notice calling for such special meeting.

 

 

2.3 NOTICE OF MEETINGS

 

2.3.1 Notices of meetings, annual or special, to shareholders entitled to vote shall be given in writing and signed by the President or a Vice-President or the Secretary or the Assistant Secretary, or by any other natural person designated by the Board of Directors.

 

2.3.2 Such notices shall be sent to the shareholder’s address appearing on the books of the Corporation, or supplied by him to the Corporation for the purpose of notice, not less than ten (10) nor more than sixty (60) days before such meeting. Such notice shall be deemed delivered, and the time of the notice shall begin to run, upon being deposited in the mail.

 

2.3.3 Notice of any meeting of shareholders shall specify the place, the day and the hour of the meeting, and in case of a special meeting shall state the purpose(s) for which the meeting is called.

 

2.3.4 When a meeting is adjourned to another time, date or place, notice of the adjourned meeting need not be given if announced at the meeting at which the adjournment is given.

 

2.3.5 Any shareholder may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting.

 

2.3.6 No notice is required for matters handled by the consent of the shareholders pursuant to NRS 78.320.

 

2.3.7 No notice is required of the annual shareholders meeting, or other notices, if two annual shareholder notices are returned to the corporation undelivered pursuant to NRS 78.370(7).

 

2.4 CONSENT TO SHAREHOLDER MEETINGS AND ACTION WITHOUT MEETING

 

2.4.1 Any meeting is valid wherever held by the written consent of all persons entitled to vote thereat, given either before or after the meeting.

 

2.4.2 The transactions of any meeting of shareholders, however called and noticed, shall be valid as though if taken at a meeting duly held after regular call and notice if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, signs a written waiver of notice, or consent to the holding of such meeting, or an approval of the minutes thereof.

 

2.4.3 Any action that could be taken by the vote of shareholders at a meeting, may be taken without a meeting if authorized by the written consent of shareholders holding at least a majority of the voting power (NRS 78.320), and any actions at meetings not regularly called shall be effective subject to the ratification and approval provisions of NRS 78.325.

 

2.4.4 All such waivers, consents or approvals shall be filed with the corporate records, or made a part of the minutes of the meeting.

 

 

2 .5 QUORUM

 

The holders of a majority of the shares entitled to vote thereat, present in person or by proxy, shall constitute a quorum for the transaction of business.

 

2.6 VOTING RIGHTS

 

Except as may be otherwise provided in the Corporation’s Articles of Incorporation, Bylaws or by the Laws of the State of Nevada, each shareholder shall be entitled to one (1) vote for each share of voting stock registered in his name on the books of the Corporation, and the affirmative vote of a majority of voting shares represented at a meeting and entitled to vote thereat shall be necessary for the adoption of a motion or for the determination of all questions and business which shall come before the meeting.

 

2.7 PROXIES

 

Subject to the limitation of NRS 78.355, every person entitled to vote or to execute consents may do so either in person or by proxy executed by the person or by his duly authorized agent.

 

ARTICLE III: DIRECTORS - MANAGEMENT

 

3.1 POWERS

 

Subject to the limitation of the Articles of Incorporation, of the Bylaws and of the Laws of the State of Nevada as to action to be authorized or approved by the shareholders, all corporate powers shall be exercised by or under authority of, and the business and affairs of this Corporation shall be controlled by, a Board of at least one (1) Director.

 

3.2 ELECTION AND TENURE OF OFFICE

 

The number of Directors which shall constitute the whole board shall be one (1)

 

The number of Directors may from time to time be increased to not less than one (1) nor more than nine (9) by action of the Board of Directors. The Directors shall be elected at the annual meeting of shareholders and except as provided in Section 3.3 of this Article, each Director elected shall hold office until his successor is elected and qualified. Directors need not be shareholders. A Director need not be a resident of the State of Nevada.

 

3.3 REMOVAL AND RESIGNATION

 

3.3.1 Any Director may be removed either with or without cause, as provided by NRS 78.335.

 

3.3.2 Any Director may resign at any time by giving written notice to the Board of Directors or to the President, or to the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

 

3.4 VACANCIES

 

Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though such action by less than a quorum or by a sole remaining Director shall be adequate, and each Director so elected shall hold office until his successor is elected at an annual meeting of shareholders or at a special meeting called for that purpose. The shareholders may at any time elect a Director to fill any vacancy not filled by the directors.

 

3.5 PLACE OF MEETINGS AND MEETINGS BY TELEPHONE

 

Meetings of the Board of Directors may be held at any place within or without the State of Nevada that has been designated by the Board of Directors. In the absence of such designation, meetings shall be held at the principal office of the Corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, and all such Directors shall be deemed to be present in person at the meeting, so long as all Directors participating in the meeting can hear one another.

 

3.6 ANNUAL ORGANIZATIONAL MEETINGS

 

The annual organizational meetings of the Board of Directors shall be held immediately following the adjournment of the annual meetings of the shareholders. No notice of such meetings need be given.

 

3.7 OTHER REGULAR MEETINGS

 

There shall be no requirement for the Board of Directors to hold regular meetings, other than the annual organizational meeting.

 

3.8 SPECIAL MEETINGS - NOTICES

 

3.8.1 Special meetings of the Board of Directors for any purpose shall be called at any time by the President or if he is absent or unable or refuses to act, by any Vice President or by any two Directors.

 

3.8.2 Written notice of the time and place of special meetings of the Board of Directors shall be delivered personally to each Director or sent to each Director by mail or other form of written communication at least forty-eight (48) hours before the meeting. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place are fixed at the meeting adjourned.

 

 

3.9 CONSENT TO DIRECTORS MEETINGS AND ACTION WITHOUT MEETING

 

3.9.1 Any meeting is valid wherever held by the written consent of all persons entitled to vote thereat, given either before or after the meeting.

 

3.9.2 The transactions of any meetings of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if all the Directors are present, or if a quorum is present and either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes thereof.

 

3.9.3 Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors.

 

3.9.4 All such waivers, consents, or approvals shall be filed with the Corporate records or made part of the minutes of the meeting.

 

3.10 QUORUM AND VOTING RIGHTS

 

So long as the Board of Directors is composed of one or two Directors, one of the authorized Directors constitutes a quorum for the transaction of business. If there are three or more Directors, a majority thereof shall constitute a quorum. Except as may be otherwise provided in the Corporation’s Articles of Incorporation, Bylaws or by the Laws of the State of Nevada, the affirmative vote of a majority of Directors represented at a meeting and entitled to vote thereat shall be necessary for the adoption of a motion or resolution or for the determination of all questions and business which shall come before the meeting.

 

3.11 COMPENSATION

 

Directors may receive such reasonable compensation for their services as Directors and such reimbursement for expenses incurred in attending meetings as may be fixed from time to time by resolution of the Board of Directors. No such payment shall preclude a Director from serving in any other capacity and receiving compensation therefor.

 

ARTICLE IV: OFFICERS

 

4.1 OFFICERS

 

The Board of Directors shall appoint a President, a Secretary and a Treasurer. The Board of Directors, in their discretion, may also appoint a Chair of the Board, a Chief Executive Officer, a Chief Financial Officer, one or more Vice Presidents and such other officers and assistant officers as they shall from time to time deem proper. Any two or more offices may be held by the same person. The Board may choose not to fill any of the other officer positions for any period.

 

 

4.2 APPOINTMENT AND TERM OF OFFICE

 

The officers of the corporation shall be appointed by the Board of Directors at the first meeting of the Directors. If the appointment of officers shall not be held at such meeting, such appointment shall be held as soon thereafter as conveniently may be. Each officer shall hold office until a successor shall have been duly appointed and qualified or until the officer’s death or until the officer resigns or is removed in the manner hereinafter provided.

 

4.3 REMOVAL

 

Any officer or agent appointed by the Board of Directors may be removed by the Board of Directors at any time with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

 

4.4 VACANCIES

 

A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors.

 

4.5 CHAIR OF THE BOARD

 

The Chair of the Board, if there be such an office, shall, if present, preside at all meetings of the Board of Directors and meetings of the shareholders, and exercise and perform such other powers and duties as may be from time to time assigned to the Chair by the Board of Directors. In the event that there is no Chair of the Board designated or present, the Secretary of the Board of Directors shall preside over the meeting, or if there is no Secretary of the Board of Directors designated or present at the meeting, the Directors present at any meeting of the Board of Directors shall designate a Director of their choosing to serve as temporary chair to preside over the meeting.

 

4.6 CHIEF EXECUTIVE OFFICER

 

Subject to the control of the Board of Directors and such supervisory powers, if any, as may be given by the Board of Directors to another person or persons, the powers and duties of the Chief Executive Officer shall be: To act as the general manager and, subject to the control of the Board of Directors, to have general supervision, direction and control of the business and affairs of the Corporation; To see that all orders and resolutions of the Board of Directors are carried into effect; To maintain records of and, whenever necessary, certify all proceedings of the Board of Directors and the shareholders; and To affix the signature of the Corporation to all deeds, conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board of Directors or which, in the judgment of the Chief Executive Officer, should be executed on behalf of the Corporation; to sign certificates for the Corporation’s shares; and, subject to the direction of the Board of Directors, to have general charge of the property of the Corporation and to supervise and control all officers, agents and employees of the corporation.

 

 

4.7 CHIEF FINANCIAL OFFICER OR TREASURER

 

Subject to the control of the Board of Directors and such supervisory powers, if any, as may be given by the Board of Directors to another person or persons, the powers and duties of the Chief Financial Officer or Treasurer shall be to: keep accurate financial records for the Corporation; deposit all money, drafts and checks in the name of and to the credit of the Corporation in the banks and depositories designated by the board of directors; endorse for deposit all notes, checks, drafts received by the Corporation as ordered by the Board of Directors, making proper vouchers therefore; disburse corporate funds and issue checks and drafts in the name of the Corporation, as ordered by the Board of Directors; render to the Chief Executive Officer and the Board of Directors, whenever requested, an account of all transactions by the Chief Financial Officer and the financial condition of the Corporation; and perform all other duties prescribed by the Board of Directors or the Chief Executive Officer.

 

4.8 PRESIDENT

 

Unless otherwise determined by the Board of Directors, the President shall be the Chief Executive Officer of the Corporation. If an officer other than the President is designated as the Chief Executive Officer, the President shall perform such duties as may from time to time be assigned by the Board of Directors. The President shall have the duty to call meetings of the shareholders or Board of Directors, as set forth in Section 3.8.1, above, to be held at such times and, subject to the limitations prescribed by law or by these Bylaws, at such places as the President shall deem proper.

 

4.9 VICE PRESIDENTS

 

In the absence of the President or in the event of the President’s death, inability or refusal to act, the Vice President (or in the event there shall be more than one Vice President, the Vice Presidents in the order designated at the time of their appointment, or in the absence of any designation then in the order of their appointment) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President; and shall perform such other duties as from time to time may be assigned to the Vice President by the President or by the Board of Directors. In the event there are no Vice Presidents, the Board of Directors may designate a member of the Board of Directors or another officer of the Corporation to serve in such capacity until a new President is appointed.

 

4.10 SECRETARY

 

The Secretary shall: (a) prepare the minutes of the shareholders’ and Board of Directors’ meetings and keep them in one or more books provided for that purpose; (b) authenticate such records of the Corporation as shall from time to time be required; (c) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (d) be custodian of the corporate records and of the corporate seal, if any, and see that the seal of the Corporation, if any, is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (e) keep a register of the post office address of each shareholder; (f) if requested, sign with the President certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the Corporation; and (h) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chief Executive Officer or the Board of Directors.

 

 

4.11 DELEGATION OF AUTHORITY

 

The Board of Directors may from time to time delegate the powers of any officer to any other officer or agent, notwithstanding any provision hereof, except as may be prohibited by law.

 

4.12 COMPENSATION

 

Officers shall be awarded such reasonable compensation for their services and provisions made for their expenses incurred in attending to and promoting the business of the Corporation as may be fixed from time to time by resolution of the Board of Directors.

 

ARTICLE V: COMMITTEES

 

The Board of Directors may appoint and prescribe the duties of an executive committee and such other committees, as it may from time to time deem appropriate. Such committees shall hold office at the pleasure of the Board.

 

ARTICLE VI: RECORDS AND REPORTS - INSPECTION

 

6.1 INSPECTION OF BOOKS AND RECORDS

 

All books and records provided for by Nevada Revised Statutes shall be open to inspection of the directors and shareholders to the extent provided by such statutes. (NRS 78.105)

 

6.2 CERTIFICATION AND INSPECTION OF BYLAWS

 

The original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall be open to inspection by the shareholders of the company in the manner provided by law.

 

6.3 CHECKS, DRAFTS, ETC.

 

All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

 

6.4 ANNUAL REPORT

 

No annual report to shareholders shall be required; but the Board of Directors may cause to be sent to the shareholders annual or other reports in such form as may be deemed appropriate by the Board of Directors.

 

 

ARTICLE VII: AMENDMENTS TO BYLAWS

 

New Bylaws may be adopted or these Bylaws may be repealed or amended by a vote or the written assent of either shareholders entitled to exercise a majority of the voting power of the Corporation, or by a majority of the number of Directors authorized to conduct the business of the Corporation.

 

ARTICLE VIII: CORPORATE SEAL

 

This Corporation shall have the power to adopt and use a common seal or stamp, and to alter the same, at the pleasure of the Board of Directors. The use or nonuse of a seal or stamp, whether or not adopted, shall not be necessary to, nor shall it in any way effect, the legality, validity or enforceability of any corporate action or document (NRS 78.065)

 

ARTICLE IX: CERTIFICATES OF STOCK

 

9.1 FORM

 

Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby, its number; date of issuance; the number of shares for which it is issued; a statement of the rights, privileges, preferences and restrictions, if any; and statement of liens or restrictions upon transfer or voting, if any; and, if the shares be assessable, or, if assessments are collectible by personal action, a plain statement of such facts.

 

9.2 EXECUTION

 

Every certificate for shares must be signed by the President or the Secretary or must be authenticated by facsimile of the signature of the President or Secretary. Before it becomes effective, every certificate for shares authenticated by a facsimile of a signature must be countersigned by an incorporated bank or trust company, either domestic or foreign as registrar of transfers.

 

9.3 TRANSFER

 

Upon surrender to the Secretary or transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by a proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

 

 

9.4 LOST OR DESTROYED CERTIFICATES

 

Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and advertise the same in such manner as the Board of Directors may require and shall, if the Directors so require, give the Corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost or destroyed.

 

9.5 TRANSFER AGENTS AND REGISTRARS

 

The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the Corporation may necessitate and the Board of Directors may designate.

 

9.6 CLOSING STOCK TRANSFER BOOKS

 

The Board of Directors may close the transfer books in their discretion for a period not exceeding the sixty (60) days preceding any meeting, annual or special, of the shareholders, or the date appointed for the payment of a dividend.

 

ADOPTED PURSUANT TO ACTION OF BOARD OF DIRECTORS March 11, 2008

 

 

 

Exhibit 3.3

 

 

 

Exhibit 3.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 4.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

SUNSHINE GREEN LAND CORP.

Financial Statements

As of June 30, 2023 and 2022

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and Board of Directors of Sunshine Green Land Corp.

 

Opinion on the Financial Statements

 

We have audited the accompanying combined balance sheets of Sunshine Green Land Corp. (the “Company”) as of June 30, 2023 and 2022, the related combined statements of operations and comprehensive income, changes in stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, during the year ended June 30, 2023, the Company incurred a net loss and utilized cash in operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Critical Audit Matter

 

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 

Related Party Transactions

 

As described in Note 8 to the financial statements, the Company has entered into a number of transactions with related parties, including but not limited to, advances to and from the related parties, and capital contribution attributable to related party debt extinguishments.

 

We identified the evaluation of the Company’s identification of related parties and related party transactions as a critical audit matter. This required a high degree of auditor judgment and subjectivity in performing procedures to evaluate the reasonableness of management’s procedures performed to identify related parties and related party transactions.

 

Our audit procedures included, among others:

 

	●	Obtaining an understanding of the terms and the business purpose of transactions with related parties and affiliates.
	●	Evaluating the completeness and accuracy of the identification of related parties and affiliates by management.
	●	Reading the minutes from meetings of the Board of Directors.
	●	Receiving confirmations from related parties and compared responses to the Company’s records.
	●	Evaluating the completeness and accuracy of disclosures surrounding related party transactions.

 

We have served as the Company’s auditor since 2022.

 

/s/ Weinberg & Company, P.A.
Los Angeles, California
February 15, 2024

 

 

SUNSHINE GREEN LAND CORP.

COMBINED BALANCE SHEETS

AS OF JUNE 30, 2023 AND 2022

 

		As of June 30,
		2023				2022
Assets
Current assets
Cash and cash equivalents		$	125,134			$	52,440
Accounts receivable			52,796				85,469
Inventories			198,093				101,960
Prepaid expenses and other current assets			104,579				202,462
Total current assets			480,602				442,331
Non-current assets
Property, plant and equipment, net			2,528,124				1,173,311
Operating lease right-of-use assets			42,546				152,049,
Amount due from related parties			1,026,340				131,185
Total Assets		$	4,077,612			$	1,898,876
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued expense		$	139,090			$	183,177
Customer advances			-				201,388
Convertible note payable			750,000				-
Bank loan payable - current			36,266				-
Amount due to the related parties			1,539,963				1,920,461
Operating lease liabilities – current			44,167				107,592
Total current liabilities			2,509,486				2,412,618
Non-current liabilities
Bank loan payable – non-current			1,032,606				-
Operating lease liabilities – non-current			-				46,445
Total Liabilities			3,542,092				2,459,063
Stockholders’ Equity
Common stock (100 shares issued and outstanding)			-				-
Additional paid in capital			2,289,196				225,024
Accumulated other comprehensive loss			70,976				35,748
Accumulated deficit			(1,824,652	)			(820,959	)
Total stockholders’ equities (deficit)			535,520				(560,187	)
Total Liabilities and Stockholders’ Equity		$	4,077,612			$	1,898,876

 

The accompanying notes are an integral part of these financial statements.

 

 

SUNSHINE GREEN LAND CORP.

COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE YEAR ENDED JUNE 30, 2023 AND 2022

 

		Year ended June 30,
		2023				2022
Revenues		$	636,482			$	1,145,808
Cost of revenues			(1,052,261	)			(1,230,898	)
Gross loss			(415,779	)			(85,090	)
Operating expenses:
General and administrative expenses			(570,823	)			(333,121	)
Operating expenses			(570,823	)			(333,121	)
Loss from operations			(986,602	)			(418,211	)
Other income (expenses):
Other income			-				1,748
Interest income			266				4
Interest expenses			(17,357	)			-
Other income (expenses), net			(17,091	)			1,752
Net loss			(1,003,693	)			(416,459	)
Other comprehensive income:
Foreign currency translation income			35,228				29,733
Total comprehensive loss		$	(968,465	)		$	(386,726	)

 

The accompanying notes are an integral part of these financial statements.

 

 

SUNSHINE GREEN LAND CORP.

COMBINED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEAR ENDED JUNE 30, 2023 AND 2022

 

		Number of shares				Common Stock Amount				Additional Paid-in Capital				Accumulated Other Comprehensive Income				Accumulated Deficit				Total Stockholders’ Equity (Deficit)
Balance as of June 30, 2021			100			$	-			$	24			$	6,014			$	(404,500	)		$	(398,462	)
Capital contribution attributable to related party debt extinguishment							-				225,000				-				-				225,000
Net loss							-				-				-				(416,459	)			(416,459	)
Foreign currency translation adjustment							-				-				29,734				-				29,734
Balance as of June 30, 2022			100				-				225,024				35,748				(820,959	)			(560,187	)
Capital contribution attributable to related party debt extinguishment							-				2,064,172				-				-				2,064,172
Net loss							-				-				-				(1,003,693	)			(1,003,693	)
Foreign currency translation adjustment							-				-				35,228				-				35,228
Balance as of June 30, 2023			100			$	-			$	2,289,196			$	70,976			$	(1,824,652	)		$	535,520

 

The accompanying notes are an integral part of these financial statements.

 

 

SUNSHINE GREEN LAND CORP.

COMBINED STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED JUNE 30, 2023 AND 2022

 

		Year ended June 30,
		2023				2022
Cash flows from operating activities
Net loss		$	(1,003,693	)		$	(416,459	)
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation			260,173				100,866
Changes in operating assets and liabilities
Accounts receivable			32,673				(11,184	)
Inventories			(96,133	)			(19,500	)
Prepaid expenses and other current assets			97,883				(159,903	)
Operating lease right of use asset			105,153				121,140
Accounts payable and accrued liabilities			(44,087	)			22,366
Customer advances			(201,388	)			20,127
Operating lease obligations			(109,870	)			(138,003	)
Net cash provided by (used in) operating activities			(959,289	)			(480,550	)
Cash flows from investing activities
Acquisition of property and equipment			(1,664,838	)			(771,467	)
Net cash used in investing activities			(1,664,838	)			(771,467	)
Cash flows from financing activities
Advances from related parties, net			788,519				1,164,431
Proceeds from convertible note payable			750,000				-
Proceeds from bank loan			1,080,637				-
Repayment of bank loan			(11,765	)			-
Net cash provided by financing activities			2,607,391				1,164,431
Effect of exchange rate changes on cash and cash equivalents			89,430				90,169
Net changes in cash and cash equivalents			72,694				2,583
Cash and cash equivalents-beginning of the period			52,440				49,857
Cash and cash equivalents-ended of the period		$	125,134			$	52,440
Supplementary cash flow information:
Interest paid		$	-			$	-
Income taxes paid		$	-			$	-
Non-cash investing and financing activities:
Expenses paid by the related parties on behalf of the Company		$	-			$	-
Capital contribution attributable to related party debt extinguishment			2,064,172				225,000

 

The accompanying notes are an integral part of these financial statements.

 

 

SUNSHINE GREEN LAND CORP.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2023 AND 2022

 

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Sunshine Green Land Corp (“Sunshine”), a Labuan corporation, was formed on December 8, 2021. On June 30, 2023, Sunshine 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 100 shares of Sunshine. Sunshine Green and Tian Li are collectively referred to as the “Company”.

 

As Sunshine and Tian Li 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. Accordingly, Sunshine’s combined financial statements as of June 30, 2023 and 2022, and for the years then ended include Tian Li’s historical assets, liabilities, and results of operations as if the combination occurred at the beginning of the earliest period presented.

 

Going concern

 

The accompanying combined financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. For the year ended June 30, 2023, the Company incurred a net loss of $1,003,693 and used cash in operating activities of $959,289. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The Company’s financial statements do not include any adjustments that might result from the outcome of this uncertainty should we be unable to continue as a going concern.

 

Management estimates that the current funds on hand will be sufficient to continue operations through the next nine months. The continuation of the Company as a going concern is dependent upon (1) the continued financial support from its stockholders or its ability to obtain external financing, and (2) further implement management’s business plan to extend its operations and generate sufficient revenues to meet its obligations. While the Company believes in the viability of its strategy to increase sales volume and in its ability to raise additional funds, there can be neither any assurances to that effect, nor any assurance that the Company will be successful in securing sufficient funds to sustain the operations. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.

 

Basis of Presentation

 

The combined financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

The combined financial statements include the accounts of the Company and its wholly owned subsidiary Tian Li. All intercompany accounts and transactions have been eliminated.

 

 

Use of Estimates

 

The preparation of our financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. Significant estimates include those related to assumptions used in valuing inventories at net realizable value, accruals for potential liabilities, and assumptions used in the determination of the Company’s liquidity. Actual results could differ from those estimates.

 

Revenue recognition

 

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) or agreement(s) with a customer, (2) identifying the Company’s performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied.

 

The Company generates revenue primarily from the sales of plastic recycle products directly to customers. The Company recognizes revenue at a point in time when the control of the products has been transferred to customers. The transfer of control is considered complete when products have been picked up by our customers or delivered to our customers. The Company recognizes revenues net of sales discount and relevant charges, and accounts for packaging, shipping and handling fees as a fulfilment cost. The majority of the Company’s revenues are generated from customers in Malaysia.

 

Cash and cash equivalents

 

Cash and cash equivalents consist of cash on hand, demand deposits placed with banks or other financial institutions and have original maturities of less than three months. The Company’s primary bank deposits are located in Malaysia.

 

		June 30, 2023				June 30, 2022
Cash, cash equivalents, and restricted cash
Denominated in United States Dollars		$	23,578			$	24,985
Denominated in Chinese Renminbi			7,999				8,168
Denominated in Malaysian Ringgit			93,557				19,287
Cash and cash equivalents		$	125,134			$	52,440

 

Accounts Receivable

 

Accounts receivables are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as needed. The Company uses the allowance method to account for uncollectible trade receivable balances. Under the allowance method, if needed, an estimate of uncollectible customer balances is made based upon specific account balances that are considered uncollectible. Factors used to establish an allowance include the credit quality and payment history of the customer. The Company did not deem it necessary to provide an allowance for doubtful accounts as of June 30, 2023 and 2022.

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. The Company records adjustments to its inventory based on an estimated forecast of the inventory demand, taking into consideration, among others, inventory turnover, inventory quantities on hand, unfilled customer order quantities, forecasted demand, current prices, competitive pricing, and trends and performance of similar products. If the estimated net realizable value is determined to be less than the recorded cost of the inventory, the difference is recognized as a loss in the period in which it occurs. Once inventory has been written down, it creates a new cost basis for inventory that may not be subsequently written up. For the year ended June 30, 2023, write-down of inventory totaled $70,490. For the year ended June 30, 2022, there was no write down of inventory.

 

Property and equipment

 

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:

 

Categories		Expected useful life
Factory building		20 years
Factory equipment		7 years
Office equipment		3 - 10 years
Leasehold improvement		Over the shorter of estimated useful life or term of lease
Motor vehicles		3 - 10 years

 

Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended June 30, 2023 and 2022, 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.

 

Earnings (loss) per Share

 

Basic earnings (loss) per share (“EPS”) is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. At June 30, 2023, potentially dilutive securities outstanding consisted on 937,500 shares of common stock related to convertible note payable, and were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive. At June 30, 2022, there were no potentially dilutive securities outstanding.

 

Financial Assets and Liabilities Measured at Fair Value

 

The Company uses various inputs in determining the fair value of its financial assets and liabilities. Financial assets recorded at fair value in the balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value.

 

Authoritative guidance provided by the Financial Accounting Standards Board (“FASB”) defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets:

 

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

 

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

 

Level 3 Unobservable inputs based on the Company’s assumptions.

 

The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments. The carrying values of notes and loans payable approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates.

 

Segments

 

The Company operates in one segment for the manufacture and distribution of its products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements.

 

Concentrations

 

Revenues. For the year ended June 30, 2023, 50% and 13%, respectively, of our revenue was generated from the Company’s two largest customers. For the year ended June 30, 2022, 26%, 24%, 13% and 13%, respectively, of our revenue was generated from the Company’s four largest customers. There was no other customer that accounted for more than 10% of the Company’s revenues for the years ended June 30, 2023 and 2022.

 

 

Accounts receivable. At June 30, 2023, 87% and 13%, respectively, of the Company’s accounts receivable was due from two customers. At June 30, 2022, 39%, 35% and 16% of the Company’s accounts receivable was from the Company’s three largest receivable accounts. There was no other customer that accounted for more than 10% of the Company’s accounts receivable at June 30, 2023 and 2022.

 

Purchases from vendors. For the year ended June 30, 2023, 41% and 21%, of our purchases was from two vendors. For the year ended June 30, 2022, 27%, 14%, and 11%, of our purchases was from three vendors. There was no other vendor that accounted for more than 10% of the Company’s purchases for the years ended June 30, 2023 and 2022.

 

Accounts payable. At June 30, 2022, the three largest accounts payable accounts to the Company’s vendors represented 51%, 3%, and 3%. On December 31, 2021, the three largest accounts payable accounts to the Company’s largest vendors represented 16%, 9%, and 9%.

 

Foreign currency translation

 

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying combined financial statements have been expressed in US$. 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:

 

		As of and for the year ended June 30,
		2023				2022
Year-end USD: MYR exchange rate		$	4.6269			$	4.4000
Average USD: MYR exchange rate		$	4.4902			$	4.2297

 

The MYR is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the MYR amounts could have been, or could be, converted into US Dollars at the rates used in translation.

 

Recent Accounting Pronouncements

 

In September 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for the Company for interim and annual reporting periods beginning after July 1, 2023. Management believes that adoption of ASU 2016-13 will not have a material impact on the Company’s financial position, results of operations, and cash flows.

 

The Company’s management does not believe that there are other recently issued but not yet effective authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

 

 

NOTE 2 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

 

Prepayments and other current assets consisted of the following as of June 30, 2023 and 2022:

 

		2023				2022
Prepaid expenses		$	14,567			$	-
Deposit on factory building purchase			-				162,500
Other deposits			64,316				38,636
Other receivables			25,696				1,326
		$	104,579			$	202,462

 

NOTE 3 – INVENTORIES, NET

 

Inventories primarily consisted of the following PET (polyethylene terephthalate) materials at June 30, 2023 and 2022:

 

		2023				2022
PET flakes		$	32,655			$	92,835
PET pellets			50,443				4,368
PET strap belt			51,276				4,757
Other PET materials			63,719				-
Inventories, net		$	198,093			$	101,960

 

NOTE 4 – PROPERTY AND EQUIPMENT, NET

 

Property and equipment consisted of the following at June 30, 2023 and 2022:

 

		2023				2022
Factory building		$	1,491,279			$	-
Factory equipment			1,319,673				1,217,530
Office equipment			15,042				14,574
Leasehold improvement			147,706				144,254
Motor vehicle			17,204				18,091
Total cost			2,990,904				1,394,449
Accumulated depreciation			(462,780	)			(221,138	)
Net book value		$	2,528,124			$	1,173,311

 

In February 2023, the Company acquired a factory building (“Factory No. 3”) from an unrelated third-party that it had formerly leased, for MYR 6,900,000 (approximately US$1,568,182), and funded by a bank loan payable (see Note 7).

 

Depreciation and amortization expense was $260,173 and $100,866 for the fiscal years ended June 30, 2023 and 2022, respectively.

 

 

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accrued liabilities consisted of the following as of June 30, 2023 and 2022:

 

		2023				2022
Accounts payable		$	-			$	72,108
Accrued liabilities			42,052				111,069
Other payables			97,038				-
		$	139,090			$	183,177

 

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

 

NOTE 6 – CONVERTIBLE NOTE PAYABLE

 

Convertible note payable consists of the following as of June 30, 2023 and 2022:

 

		2023				2022
Convertible note		$	750,000			$	-

 

On January 9, 2023, the Company issued a convertible note payable to a third party for $750,000. The note is unsecured, has an interest rate 3% per annum, matures November 14, 2024, and is convertible into 937,500 shares of the Company’s common stock at $0.80 per share, any time after the completion of a reverse acquisition with Sino Green Land Corp. (see Note 11).

 

NOTE 7 – BANK LOAN PAYABLE

 

In October, 2022 the Company obtained a loan from OCBC Bank in Malaysia in the principal amount of MYR5,000,000 (approximately US$1,069,000) in relation to the Company’s purchase of a factory (No. 3 factory building, see Note 4). The loan bears interest at the base lending rate, as defined, minus 2.2% (4.06% at June 30, 2023), is secured by the No. 3 factory building, matures in October 2042, and is guaranteed by certain of the Company’s shareholders.

 

The total interest expense was $17,357 for the year ended June 30, 2023. There was no interest expense in fiscal 2022.

 

Future Minimum principal payments under the bank borrowing at June 30, 2023, are as follow:

 

2024		$	36,266
2025			37,766
2026			39,328
2027			40,955
2028 onward			914,557
Total			1,068,872
Current balance			(36,266	)
Non-current balance		$	1,032,606

 

NOTE 8 – RELATED PARTY TRANSACTIONS

 

As of June 30, 2023 and 2022, the amounts due from related parties consisted of:

 

		2023				2022
Due from Sino Green Land Corp. (5)		$	109,244			$	96,382
Due from Invent Fortune Sdn. Bhd. (4)			917,096				34,803
Total due from related parties		$	1,026,340			$	131,185

 

As of June 30, 2023 and 2022, the amounts due to related parties consisted of:

 

Payable to Luo Xiong and Wo Kuk Ching (1)		$	-			$	1,188,188
Payable to Empower International Trading (2)			798,835				111,086
Payable to TLC Global International Trading (3)			741,128				580,742
Payable to other shareholders			-				40,445
Total due to related parties		$	1,539,963			$	1,920,461

 

The amounts due from and payable to related parties are unsecured,non-interest bearing,and payable on demand.

 

	(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.
	(5)	Entity controlled 65.7% by Luo Xiong and spouse Wo Kuk Ching and their immediate family members. The Company was acquired by Sino Green Land Corp. on October 1, 2023 (see Note 11).

 

Related party debt extinguishment recorded as capital contributions

 

During the year ended June 30, 2023, related party debt extinguishment of $1,772,772 due to Luo Xiong and Wo Kuk Ching and their immediate family, and $291,400 due to other shareholders, was recorded as capital contributions. During the year ended June 30, 2022, related party debt extinguishment of $225,000 due to Luo Xiong and Wo Kuk Ching was recorded as capital contributions.

 

 

NOTE 9 – INCOME TAXES

 

The Company had no income tax expense for the years ended June 30, 2023 and 2022, respectively. The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate:

 

		Year ended June 30,
		2023				2022
Loss from continuing operations before income tax:		$	(1,003,693	)		$	(416,459	)
U.S. Federal statutory tax rate			21	%			21	%
Income tax benefit at statutory rate			(210,776	)			(87,456	)
Foreign tax rate difference			(30,110	)			(12,494	)
Change in valuation allowance			240,886				99,956
Income tax provision		$	-			$	-

 

		As of October 31,
		2023				2022
Components of deferred tax assets:
Net operating loss carryforwards		$	383,000			$	172,000
Gross deferred tax assets			383,000				172,000
Less: valuation allowance			(383,000	)			(172,000	)
Net deferred tax asset		$	-			$	-

 

The provisions of ASC Topic 740, Accounting for Income Taxes, require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. As of June 30, 2023 and 2022, based on all available objective evidence, including the existence of cumulative losses, the Company determined that it was more likely than not that the net deferred tax assets were not fully realizable. Accordingly, the Company established a full valuation allowance against its net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance.

 

The Company adopted the provisions of ASC 740, which requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any tax benefit can be recorded in the financial statements. ASC 740 also provides guidance on the recognition, measurement, classification and interest and penalties related to uncertain tax positions. As of June 30, 2023 and 2022, no liability for unrecognized tax benefits was required to be recorded or disclosed.

 

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

 

NOTE 10 – LEASES

 

As of June 30, 2023, the Company has one operating lease agreement for office space in Malaysia with remaining lease terms of 8 months. The operating lease agreement is with a non-related party, is for the premises in Selangor Darul Ehsan, Malaysia from March 1, 2020 to February 28, 2024, the monthly rent expense of MYR26,250 (approximately US$5,846).

 

		As of June 30 2023				As of June 30 2022
Right-of-use assets		$	42,546			$	152,049
Lease liabilities – current			44,167				107,592
Lease liabilities – non-current			-				46,445

 

The components of lease expense and supplemental cash flow information related to leases for the year ended June 30, 2023 and 2022 are as follows:

 

Other information for the year ended		June 30, 2023				June 30, 2022
Cash paid for amounts included in the measurement of lease obligations		$	112,468			$	141,854
Weighted average remaining lease term (in years)			0.58				0.58
Weighted average discount rate			7.31	%			7.31	%

 

Maturities of the Company’s lease obligations as of June 30, 2023 and 2022 are as follows:

 

Year ending June 30,
2023		$	-			$	114,773
2024			45,387				47,727
Thereafter			-				-
Total lease payment			45,387				162,500
Less: Imputed interest			(1,220	)			(8,463	)
Operating lease obligations		$	44,167			$	154,037

 

NOTE 11 – SUBSEQUENT EVENT

 

Effective October 1, 2023, Sino Green Land Corp. (“SGLA”) entered into a definitive share exchange agreement with Sunshine Green whereby SGLA agreed to acquire all of the outstanding shares of Sunshine Green. Upon completion of the acquisition, all of the outstanding shares in the capital stock of the Sunshine Green were cancelled.

 

  

SUNSHINE GREEN LAND CORP.

Interim Condensed Financial Statements

For the Three Months Ended September 30, 2023 and 2022

Unaudited

 

 

SUNSHINE GREEN LAND CORP.

COMBINED BALANCE SHEETS

AS OF SEPTEMBER 30, 2023 AND JUNE 30, 2023

 

		As of
		September 30 2023				June 30 2023
		(Unaudited)
Assets
Current assets
Cash and cash equivalents		$	178,712			$	125,134
Accounts receivable			81,098				52,796
Inventories			118,121				198,093
Prepaid expenses and other current assets			232,681				104,579
Total current assets			610,612				480,602
Non-current assets
Property, plant and equipment, net			2,463,049				2,528,124
Operating lease right-of-use assets			118,201				42,546
Amount due from related parties			1,116,030				1,026,340
Total Assets		$	4,307,892			$	4,077,612
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued liabilities		$	214,171			$	139,090
Convertible note payable			750,000				750,000-
Bank loan payable - current			36,102				36,266
Amount due to the related parties			2,054,319				1,539,963
Operating lease obligations – current			27,450				44,167
Total current liabilities			3,082,042				2,509,486
Non-current liabilities
Lease obligations - non-current			74,235				-
Bank loan payable – non-current			1,008,422				1,032,606
Total Liabilities			4,164,699				3,542,092
Stockholders’ Equity
Common stock (100 shares issued and outstanding)			-				-
Additional paid in capital			2,289,196				2,289,196
Accumulated other comprehensive loss			58,369				70,976
Accumulated deficit			(2,204,372	)			(1,824,652	)
Total stockholders’ equity			143,193				535,520
Total Liabilities and Stockholders’ Equity		$	4,307,892			$	4,077,612

 

The accompanying notes are an integral part of these financial statements.

 

 

SUNSHINE GREEN LAND CORP.

COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (Unaudited)

 

		Three months ended September 30,
		2023				2022
Revenues		$	545,878			$	319,619
Cost of revenues			(743,512	)			(348,282	)
Gross loss			(197,634	)			(28,663	)
Operating expenses:
General and administrative expenses			(170,993	)			(82,894	)
Operating expenses			(170,993	)			(82,894	)
Loss from operations			(368,627	)			(111,557	)
Other income (expenses):
Exchange gain			-				3,976
Interest income			365				-
Interest expense			(11,458	)			-
Other income (expenses), net			(11,093	)			3,976
Net loss			(379,720	)			(107,581	)
Other comprehensive income (loss):
Foreign currency translation income			(12,607	)			32,043
Total comprehensive loss		$	(392,327	)		$	(75,538	)

 

The accompanying notes are an integral part of these financial statements.

 

 

SUNSHINE GREEN LAND CORP.

COMBINED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (Unaudited)

The accompanying notes are an integral part of these financial statements.

 

		Paid-in Capital				Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)				Accumulated Deficit				Total Stockholders’ Equity (Deficit)
Balance as of June 30, 2022		$	-			$	225,024			$	35,748			$	(820,959	)		$	(560,187	)
Net loss			-				-				-				(107,581	)			(107,581	)
Foreign currency translation adjustment			-				-				32,043				-				32,043
Balance as of September 30, 2022		$	-			$	225,024			$	67,791			$	(928,540	)		$	(635,725	)

 

		Paid-in Capital				Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)				Accumulated Deficit				Total Stockholders’ Equity (Deficit)
Balance as of June 30, 2023		$	-			$	2,289,196			$	70,976			$	(1,824,652	)		$	535,520
Net loss			-				-				-				(379,720	)			(379,720	)
Foreign currency translation adjustment			-				-				(12,607	)			-				(12,607	)
Balance as of September 30, 2023		$	-			$	2,289,196			$	58,369			$	(2,204,372	)		$	143,193

 

The accompanying notes are an integral part of these financial statements.

 

 

SUNSHINE GREEN LAND CORP.

COMBINED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (Unaudited)

 

		Three months ended September 30,
		2023				2022
Cash flows from operating activities
Net loss		$	(379,720	)		$	(107,581	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation			70,382				53,510
Changes in operating assets and liabilities
Accounts receivable			(28,302	)			64,973
Prepaid expenses and other current assets			(128,102	)			171,736
Inventories			79,972				(9,147	)
Operating lease right of use asset			18,777				31,126
Accounts payable			62,536				(60,204	)
Accrued liabilities and other payables			12,545				(21,905	)
Customer advances			-				(201,388	)
Operating lease obligations			(18,943	)			(37,718	)
Net cash (used in) provided by operating activities			(310,855	)			(116,598	)
Cash flows from investing activities
Initial recognition of lease liability			76,461				-
Initial recognition of right of use asset			(94,778	)			-
Acquisition of property and equipment			(41,065	)			(176,648	)
Net cash used in investing activities			(59,382	)			(176,648	)
Cash flows from financing activities
Advances from related parties			424,666				179,284
Borrowing and repayment to bank loan, net			(8,799	)			-
Net cash (used in) provided by financing activities			415,867				179,284
Effect of exchange rate changes on cash and cash equivalents			7,948				96,760
Net changes in cash and cash equivalents			53,578				(17,202	)
Cash and cash equivalents-beginning of the period			125,134				52,440
Cash and cash equivalents-ended of the period		$	178,712			$	35,238
Non-cash investing and financing activities:
Payable for acquisition of property and equipment		$	-			$	1,339,372

 

The accompanying notes are an integral part of these financial statements.

 

 

SUNSHINE GREEN LAND CORP.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED)

 

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Sunshine Green Land Corp. (“Sunshine”,Sunshine Green”), a Labuan corporation, was formed on December 8, 2021. On June 30, 2023, Sunshine 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 100 shares of Sunshine. Sunshine Green and Tian Li are collectively referred to as the “Company”.

 

As Sunshine and Tian Li 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. Accordingly, Sunshine’s combined financial statements as of September 30, 2023 and June 30, 2023, and for the three-months ended September 30, 2023 and 2022, include Tian Li’s historical assets, liabilities, and results of operations as if the combination occurred at the beginning of the earliest period presented.

 

Going concern

 

The accompanying combined financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. During the three months ended September 30, 2023, the Company incurred a net loss of $379,720 and used cash in operations of $310,855. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s combined financial statements for year ended June 30, 2023, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements do not include any adjustments that might result from the outcome of this uncertainty should we be unable to continue as a going concern.

 

Management estimates that the current funds on hand will be sufficient to continue operations through the nine months. The continuation of the Company as a going concern is dependent upon (1) the continued financial support from its stockholders or its ability to obtain external financing, and (2) further implement management’s business plan to extend its operations and generate sufficient revenues to meet its obligations. While the Company believes in the viability of its strategy to increase sales volume and in its ability to raise additional funds, there can be neither any assurances to that effect, nor any assurance that the Company will be successful in securing sufficient funds to sustain the operations. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.

 

Basis of Presentation

 

The accompanying unaudited condensed financial statements of Sunshine Green Land Corp. (the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, the combined financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company, the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the results for the interim periods reported. The balance sheet at June 30, 2023 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements contained within this Form 8-K filed with the Securities and Exchange Commission. All amounts presented are in U.S. dollars. The results of operations for the three months ended September 30, 2023, are not necessarily indicative of the results expected for the full fiscal year or for any other fiscal period.

 

The combined financial statements include the accounts of the Company and its wholly owned subsidiary Tian Li. All intercompany accounts and transactions have been eliminated.

 

In accordance with the “Segment Reporting” Topic of the Accounting Standards Codification, the Company’s chief operating decision maker (the Company’s Chief Executive Officer) determined that the Company has only one reporting unit.

 

 

Use of Estimates

 

The preparation of our financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. Significant estimates include those related to assumptions used in valuing inventories at net realizable value, accruals for potential liabilities, and assumptions used in the determination of the Company’s liquidity. Actual results could differ from those estimates.

 

Revenue recognition

 

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) or agreement(s) with a customer, (2) identifying the Company’s performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied.

 

The Company generates revenue primarily from the sales of plastic recycle products directly to customers. The Company recognizes revenue at a point in time when the control of the products has been transferred to customers. The transfer of control is considered complete when products have been delivered to our customers or picked up by customers from our facilities. The Company recognizes revenues net of sales discount and relevant charges, and accounts for packaging, shipping and handling fees as a fulfilment cost. The revenue arrangements do not contain general rights of refund in the event of cancellation. During the three months ended September 30, 2023 and 2022, the Company recorded revenues of $545,878 and $319,619 respectively.

 

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.

 

		September 30, 2023				June 30, 2023
Cash, cash equivalents, and restricted cash
Denominated in United States Dollars		$	1,134			$	23,578
Denominated in Chinese Renminbi			29,116				7,999
Denominated in Malaysian Ringgit			148,462				93,557
Cash and cash equivalents		$	178,712			$	125,134

 

Earnings (loss) per Share

 

Basic earnings (loss) per share (“EPS”) is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. At September 30, 2023, potentially dilutive securities outstanding consisted on 937,500 shares of common stock related to convertible note payable, and were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive. At September 30, 2022, there were no potentially dilutive securities outstanding.

 

 

Financial Assets and Liabilities Measured at Fair Value

 

The Company uses various inputs in determining the fair value of its financial assets and liabilities. Financial assets recorded at fair value in the balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value.

 

Authoritative guidance provided by the Financial Accounting Standards Board (“FASB”) defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets:

 

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

 

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

 

Level 3 Unobservable inputs based on the Company’s assumptions.

 

The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments. The carrying values of notes and loans payable approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates.

 

Concentrations

 

Revenues. For the three months ended September 30, 2023, 54% and 25% of our revenue was generated from the Company’s two largest customers. For the three months ended September 30, 2022, 50%, 25% and 13% of our revenue was generated from the Company’s three largest customers. There was no other customer that accounted for more than 10% of the Company’s revenues for the three months ended September 30, 2023 and 2022.

 

Accounts receivable. At September 30, 2023, 52%, 31% and 12% of the Company’s accounts receivable was due from three customers. At September 30, 2022, 48% and 51% of the Company’s accounts receivable was from the Company’s two largest receivable accounts. There was no other customer that accounted for more than 10% of the Company’s accounts receivable at September 30, 2023 and 2022.

 

Purchases from vendors. For the three months ended September 30, 2023, 52%, 19% and 16% of our purchases was from three vendors. For the three months ended September 30, 2022, 38%, 23% and 10% of our purchases was from three vendors. There was no other vendor that accounted for more than 10% of the Company’s purchases for the three months ended September 30, 2023 and 2022.

 

Accounts payable. At September 30, 2023, the four largest accounts payable accounts to the Company’s vendors represented 24%, 23%, 19% and 12%. On September 30, 2022, the largest accounts payable accounts to the Company’s largest vendors represented 100%.

 

Foreign currency translation

 

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying combined financial statements have been expressed in US$. 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:

 

		As of and for the three months ended September 30,
		2023				2022
Spot USD: MYR exchange rate		$	4.6952			$	4.6365
Average USD: MYR exchange rate		$	4.6272			$	4.4783

 

The MYR is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the MYR amounts could have been, or could be, converted into US Dollars at the rates used in translation.

 

Recent Accounting Pronouncements

 

In September 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company adopted ASU 2016-13 on July 1, 2023, and that did not have a material impact on the Company’s financial position, results of operations, and cash flows.

 

The Company’s management does not believe that there are other recently issued but not yet effective authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

 

NOTE 2 – PREPAYMENTS AND OTHER CURRENT ASSETS

 

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

 

		September 30 2023				June 30 2023
Prepaid expenses		$	15,441			$	14,567
Deposit on factory building purchase			166,127				-
Other deposit			24,838				64,316
Other receivables			26,275				25,696
		$	232,681			$	104,579

 

NOTE 3 – INVENTORIES, NET

 

Inventories primarily consisted of the following PET (polyethylene terephthalate) materials at September 30, 2023 and June 30 2023:

 

		September 30 2023				June 30 2023
PET flakes		$	13,905			$	32,655
PET pellets			38,185				50,443
PET strap belt			37,812				51,276
Other PET materials			28,219				63,719
		$	118,121			$	198,093

 

NOTE 4 – PROPERTY AND EQUIPMENT, NET

 

Property and equipment consisted of the following at September 30, 2023 and June 30, 2023:

 

		September 30 2023				June 30 2023
Factory building			1,469,586				1,491,279
Factory equipment			1,322,150				1,319,673
Office equipment			14,823				15,042
Leasehold improvement			164,948				147,706
Motor vehicle			16,953				17,204
Total cost			2,988,460				2,990,904
Accumulated depreciation			(525,411	)			(462,780	)
Net book value		$	2,463,049			$	2,528,124

 

Depreciation and amortization expense was $69,363 for the three months ended September 30, 2023.

 

 

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

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

 

		September 30 2023				June 30 2023
Accounts payable			62,536				-
Accrued liabilities		$	86,498			$	42,052
Other payables			65,137				97,038
			214,171				139,090

 

Balance of accrued liabilities include accrued payroll and accrued utilities.

 

Balance of other payables includes the balance for factory building purchase.

 

NOTE 6 – CONVERTIBLE NOTE

 

Convertible note consisted of the following as of September 30, 2023 and June 30, 2023:

 

		September 30 2023				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 10).

 

NOTE 7 – BANK LOAN PAYABLE

 

In October, 2022 the Company obtained a loan from OCBC Bank in Malaysia in the principal amount of MYR5,000,000 (approximately US$1,069,000) in relation to the Company’s purchase of a factory (No. 3 factory building, see Note 4). The loan bears interest at the base lending rate, as defined, minus 2.2% (4.06% at September 30, 2023), is secured by the No. 3 factory building, matures in October 2042, and is guaranteed by certain of the Company’s shareholders.

 

The total interest expense was $10,818 for the three months ended September 30, 2023. There was no interest expense in fiscal 2022.

 

Future Minimum principal payments under the bank borrowing are as follow:

 

2024		$	36,102
2025			37,595
2026			39,151
2027			65,118
2028 onward			890,906
Total			1,068,872
Current portion			(36,102	)
Non-current portion		$	1,032,770

 

NOTE 8 – RELATED PARTY TRANSACTIONS

 

Amounts due from/due to related parties

 

As of September 30, 2023 and June 30 2023, the amount due from/due to related parties consisted of:

 

		September 30, 2023				June 30 2023
Due from Sino Green Land Corp. (5)		$	125,834			$	109,244
Due from Invent Fortune Sdn. Bhd. (4)			990,196				917,096
Total due from related parties		$	1,116,030			$	1,026,340
Payable to Luo Xiong and Wo Kuk Ching (1)		$	225,895			$	-
Payable to Empower International Trading (2)			1,098,077				798,835
Payable to TLC Global International Trading (3)			730,347				741,128
Total due to related parties		$	2,054,319			$	1,539,963

 

The amounts due from and payable to related parties are unsecured with non-interest bearing and repayable on demand.

 

	(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.
	(5)	Entity controlled 65.7% by Luo Xiong and spouse Wo Kuk Ching and their immediate family members. The Company was acquired by Sino Green Land Corp. on October 1, 2023 (see Note 12).

 

 

NOTE 9 – LEASES

 

As of September 30, 2023, the Company has one operating lease agreements for office space in Malaysia with remaining lease terms of 5 months and its finance leases are related to motor vehicles. The operating lease agreement entered with a non-related party, is for the premises in Selangor Darul Ehsan, Malaysia from March 1, 2020 to February 28, 2024, the monthly rent expense of MYR26,250 (approximately US$5,846).

 

		As of September 30 2023				As of June 30 2023
Right-of-use assets		$	118,201			$	42,546
Lease liabilities – current			27,450				44,167
Lease liabilities – non-current			74,235				-

 

The components of lease expense and supplemental cash flow information related to leases for the three months ended September 30, 2023 and 2022 are as follows:

 

Other information for the three months ended		September 30, 2023				September 30, 2022
Cash paid for amounts included in the measurement of lease obligations
Operating cash payments for operating leases		$	17,019			$	33,459
Operating cash payments for finance leases			2,899				-
Weighted average remaining lease term (in years)
Operating leases			0.58				2.75
Finance leases			4.92				-
Weighted average discount rate
Operating leases			7.31	%			7.31	%
Finance leases			8.77	%			-

 

The undiscounted future minimum payments under the Company’s operating and finance lease liabilities and reconciliation to the operating and finance lease liabilities recognized on the combined balance sheet as of September 30, 2023 are as follows:

 

		Operating lease				Finance lease
Year ending September 30,
2024		$	27,954			$	19,274
2025			-				22,131
2026			-				22,131
Thereafter			-				19,956
Total lease payment			27,954				83,492
Less: Imputed interest			(504	)			(9,257	)
Operating lease obligations		$	27,450			$	74,235

 

NOTE 10 – SUBSEQUENT EVENT

 

Effective October 1, 2023, Sino Green Land Corp. (“SGLA”) entered into a definitive share exchange agreement with Sunshine Green whereby SGLA agreed to acquire all of the outstanding shares of Sunshine Green. Upon completion of the acquisition, all of the outstanding shares in the capital stock of the Sunshine Green were cancelled.

 

 

Item 9.01 (b) Pro forma financial information. The pro forma financial information required by this Item 9.01(b) are appended to this report beginning on page 26.

 

Pro Forma Combined Financial Statements

 

The following pro forma balance sheet and proforma income statements have been derived from the financial statements of Sino Green Land Corp. (“SGLA”) at September 30, 2023, and adjusts such information to give the effect of the acquisition of SGLA and Sunshine Green Land Corp, as if the acquisition had occurred at September 30, 2023. The following pro forma EPS statement has been derived from the income statements of SGLA and Sunshine Green Land Corp and adjusts such information to give the effect that the acquisition by Sino Green Land Corp. at October 1, 2022 and September 30, 2023, respectively. The pro forma balance sheet and EPS statement is presented for informational purposes only and does not purport to be indicative of the financial condition that would have resulted if the acquisition had been consummated at September 30, 2023 or October 1, 2022.

 

 

SINO GREEN LAND CORP. AND SUNSHINE GREEN LAND CORP.

PROFORMA COMBINED BALANCE SHEETS

AS OF SEPTEMBER 30, 2023

 

		SGLA				SGL				Proforma Adjustments				Proforma
		September 30				September 30				September 30				September 30
		2023				2023				2023				2023
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Assets
Current assets
Cash and cash equivalents		$	-			$	178,712			$	-			$	178,712
Accounts receivable			-				81,098				-				81,098
Inventories			-				118,121				-				118,121
Prepayments and other current assets			-				232,681				-				232,681
Total current assets			-				610,612				-				610,612
Non-current assets
Property, plant and equipment, net			-				2,463,049				-				2,463,049
Operating lease right-of-use assets			-				118,201				-				118,201
Amount due from related parties			-				1,116,030				(125,834	)	(b)		990,196
Total Assets			-				4,307,892			$	(125,834	)		$	4,182,058
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued liabilities			2,589				214,171				-				216,760
Convertible note payable			-				750,000				-				750,000
Bank loan payable- current			-				36,102				-				36,102
Amount due to the related parties			276,319				2,054,319				(125,834	)	(b)		2,204,804
Operating lease obligations – current			-				27,450				-				27,450
Total current liabilities			278,908				3,082,042				(125,834	)			3,235,116
Non-current liabilities
Operating lease obligations– non-current			-				74,235				-				74,235
Bank loan payable - non-current			-				1,008,422				-				1,008,422
Total Liabilities			-				4,164,699				-				4,317,773
Stockholders’ Deficit
Preferred stock Series A, par value, $0.001			1,260				-				1,782		(a)		3,042
Common stock, par value $0.001			730,267				-				160,349		(a)		890,616
Additional paid in capital			35,915,921				2,289,196				(162,131	)	(a)		38,042,986
Accumulated other comprehensive income (loss)			-				58,369				-				58,369
Accumulated deficit			(36,926,356	)			(2,204,372	)			-				(39,130,728	)
Total stockholders’ equity (deficit)			(278,908	)			143,193				-				(135,715	)
Total Liabilities and Stockholders’ Equity		$	-			$	4,307,892			$	-			$	4,182,058

 

Notes

 

(a)	To record the issuance of 160,349,203 shares of common stock and 1,781,658 shares of preferred stock of SGLA shares each to Sunshine Green Land Corp.’s shareholders, and to eliminate the capital structure of SGL and SGLA.
(b)	To eliminate intercompany receivable/payable.

 

 

SINO GREEN LAND CORP. AND SUNSHINE GREEN LAND CORP.

PROFORMA STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023

 

		SGLA				SGL				Proforma Adjustments				Proforma
		September 30				September 30				September 30				September 30
		2023				2023				2023				2023
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Revenues		$	-			$	545,878			$	-			$	545,878
Cost of revenues			-				(743,512	)			-				(743,512	)
Gross loss			-				(197,634	)			-				(197,634	)
Operating expenses:
General and administrative expenses			(7,132	)			(170,993	)			-				(178,125	)
Operating expenses			(7,132	)			(170,993	)			-				(178,125	)
Operating (loss) income			(7,132	)			(368,627	)			-				(375,759	)
Other income (expenses):
Interest income			-				365				-				365
Interest expenses			-				(11,458	)			-				(11,458	)
Other income, net			-				(11,093	)			-				(11,093	)
Net (loss) income			(7,132	)			(379,720	)			-				(386,852	)
Other comprehensive income:
Foreign currency translation income			-				-				-				-
Total comprehensive (loss) income		$	(7,132	)		$	(379,720	)		$	-			$	(386,852	)
Basic and diluted loss per common share		$	0.00			$	-			$	-			$	0.00
Weighted average		$	1,460,535			$	-			$	-			$	161,809,738

 

 

SINO GREEN LAND CORP. AND SUNSHINE GREEN LAND CORP.

PROFORMA STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR YEAR ENDED JUNE 30, 2023

 

		SGLA				SGL				Proforma Adjustments				Proforma
		June 30				June 30				June 30				June 30
		2023				2023				2023				2023
			(Audited)				(Audited)				(Unaudited)				(Unaudited)
Revenues		$	-			$	636,482			$	-			$	636,482
Cost of revenues			-				(1,052,261	)			-				(1,052,261	)
Gross loss			-				(415,779	)			-				(415,779	)
Operating expenses:
General and administrative expenses			(49,118	)			(570,823	)			-				(619,941	)
Operating expenses			(49,118	)			(570,823	)			-				(619,941	)
Operating (loss) income			(49,118	)			(986,602	)			-				(1,035,720	)
Other income (expenses):
Other income			-				-				-				-
Interest income			-				266				-				266
Interest expenses			-				(17,357	)			-				(17,357	)
Other income, net			-				(17,091	)			-				(17,091	)
(Loss) income before income tax		$	(49,118	)		$	(1,003,693	)		$	-			$	(1,052,811	)
Income tax expense			-				-				-				-
Net (loss) income			(49,118	)			(1,003,693	)			-				(1,052,811	)
Other comprehensive income:
Foreign currency translation income			-				35,228				-				35,228
Total comprehensive (loss) income		$	(49,118	)		$	(968,465	)		$	-			$	(1,017,583	)
Basic and diluted loss per common share		$	(0.03	)		$	-			$	-			$	0.00
Weighted average		$	1,460,535			$	-			$	-			$	161,809,738

 

v3.24.0.1

Cover	Feb. 15, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 15, 2024
Entity File Number	000-53208
Entity Registrant Name	Sino Green Land Corp
Entity Central Index Key	0001433551
Entity Tax Identification Number	54-0484915
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	No. 3 & 5
Entity Address, Address Line Two	Jalan Hi Tech 7/7
Entity Address, Address Line Three	Kawasan Perindustrian Hi Tech 7
Entity Address, City or Town	Semenyih, Selangor
Entity Address, Country	MY
Entity Address, Postal Zip Code	43500
City Area Code	603
Local Phone Number	8727 8732
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	SGLA
Entity Emerging Growth Company	false

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