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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For The Quarterly Period Ended December 31, 2023

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________ to _______________

 

Commission File Number 000-53208

 

SINO GREEN LAND CORPORATION

(Exact name of registrant issuer as specified in its charter)

 

Nevada   54-0484915

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

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

43500 Semenyih, Selangor, Malaysia.

(Address of principal executive offices, including zip code)

 

Registrant’s phone number, including area code +603 8727 8732

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:   Trading Symbol(s)   Name of each exchange on which registered:
Common Stock, $0.001 par value   SGLA   OTC Market – Pink Sheets

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

YES ☒ NO ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

 

YES ☐ NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☒ Smaller reporting company

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ☐ No

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has fled all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

Yes ☐ No

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.

 

Class   Outstanding at February 20, 2024
Common Stock, $0.001 par value   161,809,738

 

 

 

   

 

 

TABLE OF CONTENTS

 

      Page
PART I FINANCIAL INFORMATION    
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:   3
  Condensed Consolidated Balance Sheets as of December 31, 2023 (Unaudited) and June 30, 2023   3
  Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended December 31, 2023 and 2022 (unaudited)   4
  Condensed Consolidated Statements of Stockholders’ Deficit for the Six Months Ended December 31, 2023 and 2022 (unaudited)   5
  Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2023 and 2022 (unaudited)   6
  Notes to Condensed Consolidated Financial Statements for the Three and Six Months Ended December 31, 2023 and 2022 (unaudited)   7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   17
ITEM 4. CONTROLS AND PROCEDURES   17
PART II OTHER INFORMATION    
ITEM 1. LEGAL PROCEEDINGS   18
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   18
ITEM 3. DEFAULTS UPON SENIOR SECURITIES   18
ITEM 4. MINE SAFETY DISCLOSURES   18
ITEM 5. OTHER INFORMATION   18
ITEM 6. EXHIBITS   19
  SIGNATURES   20

 

2
 

 

PART I FINANCIAL INFORMATION

 

ITEM 1. CONDENSED FINANCIAL STATEMENTS:

 

SINO GREEN LAND CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2023, AND JUNE 30, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

  

December 31 2023

  

June 30 2023

 
   As of 
  

December 31, 2023

  

June 30, 2023

 
   (Unaudited)     
Assets          
Current assets          
Cash and cash equivalents  $411,266   $125,134 
Accounts receivable   35,432    52,796 
Inventories, net   202,672    198,093 
Prepaid expenses and other current assets   239,927    104,579 
Total current assets   889,297    480,602 
           
Non-current assets          
Property, plant and equipment, net   2,493,273    2,528,124 
Operating lease right-of-use assets   10,927    42,546 
Finance lease right-of-use assets   87,747    - 
Amount due from related parties   1,014,213    917,096 
Total Assets  $4,495,457   $3,968,368 
           
Liabilities and Stockholders’ Equity          
Current liabilities          
Accounts payable and accrued expense  $309,493   $152,626 
Customer advances   14,747    - 
Convertible note payable   750,000    750,000 
Bank loan payable - current   37,311    36,266 
Amount due to the related parties   2,656,109    1,677,885 
Finance lease obligations – current   18,755    - 
Operating lease obligations – current   11,336    44,167 
Total current liabilities   3,797,751    2,660,944 
           
Non-current liabilities          
Finance lease obligations – non-current   52,701    - 
Operating lease obligations – non-current   -    - 
Bank loan payable – non-current   1,028,369    1,032,606 
Total liabilities   4,878,821    3,693,550 
           
Stockholders’ Equity          
Preferred Stock, $0.001 par value; 20,000,000 shares authorized; 1,784,178 shares issued and outstanding at December 31, 2023 and June 30, 2023, respectively   1,784    1,784 
Common Stock, $0.001 par value; 780,000,000 shares authorized; 161,809,738 shares issued and outstanding at December 31, 2023 and June 30, 2023, respectively   161,810    161,810 
Additional paid-in-capital   2,121,929    2,121,929 
Accumulated other comprehensive income   82,453    82,050 
Accumulated deficit   (2,751,340)   (2,092,755)
Total stockholders’ equity (deficit)   (383,364)   274,818 
           
Total Liabilities and Stockholders’ Equity  $4,495,457   $3,968,368 

 

See accompanying notes to the condensed consolidated financial statements.

 

3
 

 

SINO GREEN LAND CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

   2023   2022   2023   2022 
  

Three months ended

December 31

  

Six months ended

December 31

 
   2023   2022   2023   2022 
                 
Net revenues  $360,761   $59,943   $905,230   $376,831 
                     
Cost of revenues   (409,414)   (113,818)   (1,150,381)   (459,634)
Gross loss   (48,653)   (53,875)   (245,151)   (82,803)
                     
Operating expenses:                    
General and administrative expenses   (206,649)   (158,946)   (384,861)   (248,249)
Operating loss   (255,302)   (212,821)   (630,012)   (331,052)
                     
Other income (expense):                    
Interest income   267    145    645    146 
Interest expense   (17,768)   -    (29,218)   (4)
Other income (expense), net   (17,501)   145    (28,573)   142 
                     
Net loss   (272,803)   (212,676)   (658,585)   (330,910)
                     
Other comprehensive income:                    
Foreign currency translation income (loss)   13,010    (5,110)   403    26,933 
                     
Total comprehensive loss  (259,793)  (217,786)  (658,182)  (303,977)
                     
Loss per share                    
Basic and diluted loss per share  $(0.00)  $(0.00)  $(0.00)  $(0.00)
Basic and diluted weighted average shares outstanding   161,809,738    161,809,738    161,809,738    161,809,738 

 

See accompanying notes to the condensed consolidated financial statements.

 

4
 

 

SINO GREEN LAND CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

   Number of shares   Amount   Number of shares   Amount   Additional Paid-in Capital   Accumulated Other Comprehensive Income (Loss)  

Accumulated

Deficit

  

Total

Stockholders’

Equity (Deficit)

 
Three and six months ended December 31, 2023
   Number of shares   Amount   Number of shares   Amount   Additional Paid-in Capital   Accumulated Other Comprehensive Income (Loss)  

Accumulated

Deficit

  

Total

Stockholders’

Equity (Deficit)

 
Balance, June 30, 2023   1,784,178   $1,784    161,809,738   $161,810   $2,121,929   $82,050   $(2,092,755)  $274,818 
Net loss   -    -    -    -    -    -    (385,782)   (385,782)
Foreign currency translation adjustment   -    -    -    -    -     (12,607)   -    (12,607)
Balance, September 30, 2023 (Unaudited)   1,784,178    1,784    161,809,738    161,810    2,121,929    69,443    (2,478,537)  $(123,571)
Net Loss   -    -    -    -    -    -    (272,803)   (272,803)
Foreign currency translation adjustment   -    -    -    -    -    13,010    -    13,010 
Balance as of December 31, 2023   1,784,178   $1,784    161,809,738   $161,810   $2,121,929   $82,453   $(2,751,340)  $(383,364)

 

   Three and six months ended December 31, 2022 
   Number of shares   Amount   Number of shares   Amount   Additional Paid-in Capital   Accumulated Other Comprehensive Income (Loss)  

Accumulated

Deficit

  

Total

Stockholders’

Equity (Deficit)

 
Balance, June 30, 2022   1,784,178   $1,784    161,809,738   $161,810   $57,757   $35,748   $(1,015,395)  $(758,296)
Net loss   -    -    -    -    -    -    (118,234)   (118,234)
Foreign currency translation adjustment   -    -    -    -    -    32,043    -    32,043 
Balance, September 30, 2022 (Unaudited)   1,784,178    1,784    161,809,738    161,810    57,757    67,791    (1,133,629)  $(844,487)
Capital contribution attributable to related party debt extinguishment   -    -    -    -    1,852,134    -    -    1,852,134 
Net Loss   -    -    -    -    -    -    (212,676)   (212,676)
Foreign currency translation adjustment   -    -    -    -    -    (5,110)   -    (5,110)
Balance as of December 31, 2022   1,784,178   $1,784    161,809,738   $161,810   $1,909,891   $62,681   $(1,346,305)  $789,861 

 

See accompanying notes to the condensed consolidated financial statements.

 

5
 

 

SINO GREEN LAND CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2023, AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

   2023   2022 
   Six months ended December 31, 
   2023   2022 
         
Cash flows from operating activities          
Net loss  $(658,585)  $(330,910)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:          
Depreciation   140,722    119,386 
Changes in operating assets and liabilities          
Accounts receivable   17,364    43,304 
Inventories   (4,579)   (91,514)
Prepaid expenses and other current assets   (135,348)   171,968 
Operating lease right of use asset   31,464    62,160 
Accounts payable and accrued liabilities   156,867    (132,808)
Customer advances   14,747    (201,388)
Operating lease liability   (39,600)   (67,246)
Net cash provided by used in operating activities   (476,948)   (427,048)
           
Cash flows from investing activities          
Acquisition of property and equipment   (87,409)   (390,918)
Net cash used in investing activities   (87,409)   (390,918)
           
Cash flows from financing activities          
Advances from related parties, net   881,107    846,077 
Repayment of bank loan   

(15,573

)   - 
Finance lease down payment   (18,740)   - 
Repayment of finance lease obligation   (8,513)   - 
Net cash provided by financing activities   838,281    846,077 
           
Effect of exchange rate changes on cash and cash equivalents   12,208    32,346 
Net changes in cash and cash equivalents   286,132    60,457 
Cash and cash equivalents-beginning of the period   125,134    52,440 
           
Cash and cash equivalents-ended of the period  $411,266   $112,897 
           
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   -    1,852,134 

 

See accompanying notes to the condensed consolidated financial statements.

 

6
 

 

SINO GREEN LAND CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2023, AND 2022

(Unaudited)

 

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization

 

Sino Green Land Corporation (“SGLA”), formerly known as Go Silver Toprich Holding Inc., is a corporation organized under the laws of the State of Nevada on March 6, 2008.

 

Sunshine Green Land Corp., (“SGL”) a Labuan corporation, was formed on December 8, 2021. On June 30, 2023, SGL consummated a share exchange agreement with the shareholders of Tian Li Eco Holdings Sdn. Bhd (“Tian Li”), a Malaysian corporation, in which all the shares of Tian Li were exchanged for shares of SGL, and Tian Li became a wholly-owned subsidiary of SGL.

 

On October 1, 2023, SGLA completed a merger with SGL. After the merger, SGLA, SGL, and Tian Li, are collectively referred to as the “Company.”

 

Upon completion of the merger, SGLA acquired SGL in exchange for 160,349,203 shares of common stock of SGLA and 1,781,658 shares of preferred stock of SGLA. Immediately after completion of the share exchange, the Company has a total of 161,809,738 shares of common stock outstanding and 1,784,178 shares of preferred stock outstanding.

 

Prior to the merger, Luo Xiong and spouse Wo Kuk Ching and their immediate family members controlled 65.7% of SGLA, and 90% of SGL. Following the merger, Luo Xiong and spouse Wo Kuk Ching and their immediate family members controlled 89.78% of SGLA consolidated with SGL.

 

As SGLA and SGL were under common control at the time of the share exchange, the transaction is accounted for as a combination of entities under common control in a manner similar to the pooling-of-interests method of accounting. In pooling-of-interests accounting, the financial statements of the previously separate companies for periods before the combination are recast on a combined basis for all prior periods that the entities are under common control. The accompanying combined financial statements for all periods presented are referred to as the “consolidated” financial statements. Accordingly, the Company’s consolidated financial statements as of December 31, 2023 and June 30, 2023, and for the three-month and six-months ended December 31, 2023 and 2022, include SGLA’s, SGL’s, and Tian Li’s historical assets, liabilities, and results of operations, including the issuance of 160,349,203 shares of common stock of SGLA and 1,781,658 shares of preferred stock of SGLA on October 1, 2023, as if the combination and issuance of shares occurred at the beginning of the earliest period presented.

 

7
 

 

The Company conducts its business through its subsidiary Tian Li, which operates in Malaysia as an environmental technology company and recycler of plastic waste bottles and plastic packaging materials.

 

Going concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the six months ended December 31, 2023, the Company incurred a net loss of $658,585, and used cash in operating activities of $476,948. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Management believes additional cash required to meet the Company’s obligations as they become due will be provided by way of advances from related parties. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

 

Basis of presentation

 

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

The unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s Transition Report Form 10-KT for the six months ended June 30, 2023, and, in the opinion of management, reflect all adjustments, which consist of normal recurring adjustments, considered necessary for a fair presentation of the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes, included in the Company’s Transition Report on Form 10-KT, filed with the SEC. The condensed consolidated balance sheet as of December 30, 2023, was derived from the audited financial statements as of that date, but does not include all disclosures, including notes, required by GAAP.

 

8
 

 

Use of estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates for the accruals of potential liabilities.

 

Net loss per share

 

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed like basic net loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. As of December 31, 2023, the Company had convertible notes payable that were convertible into 937,500 shares of common stock. For the periods ended December 31, 2023 and 2022, the calculations of basic and diluted loss per share are the same because these potential dilutive securities would have had an anti-dilutive effect.

 

Fair value measurements

 

The Company follows the guidance of ASC 820-10, “Fair Value Measurements and Disclosures”, with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

Level 1 : Observable inputs such as quoted prices in active markets;

Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

 

The Company believes the carrying amounts reported in the balance sheets for accrued expenses and due to related party, approximate their fair values because of the short-term nature of these financial instruments.

 

Revenue recognition

 

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

 

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

 

 SCHEDULE OF REVENUE RECOGNITION

   2023   2022   2023   2022 
   Three months ended
December 31,
   Six months ended
December 31,
 
   2023   2022   2023   2022 
Sale of plastic recycle products  $360,761   $59,943   $905,230   $376,831 

 

9
 

 

Cash and cash equivalents

 

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

SCHEDULE OF PRIMARY BANK DEPOSITS

   December 31, 2023   June 30, 2023 
Cash, cash equivalents, and restricted cash          
Denominated in United States Dollars  $1,565   $23,578 
Denominated in Chinese Renminbi   253    7,999 
Denominated in Malaysian Ringgit   409,448    93,557 
Cash and cash equivalents  $411,266   $125,134 

 

Accounts Receivable

 

Accounts receivables are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as needed. The Company uses the allowance method to account for uncollectible trade receivable balances. Under the allowance method, if needed, an estimate of uncollectible customer balances is made based upon specific account balances that are considered uncollectible. Factors used to establish an allowance include the credit quality and payment history of the customer. The Company did not deem it necessary to provide an allowance for doubtful accounts as of December 31, 2023 and June 30, 2023.

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. The Company records adjustments to its inventory based on an estimated forecast of the inventory demand, taking into consideration, among others, inventory turnover, inventory quantities on hand, unfilled customer order quantities, forecasted demand, current prices, competitive pricing, and trends and performance of similar products. If the estimated net realizable value is determined to be less than the recorded cost of the inventory, the difference is recognized as a loss in the period in which it occurs. Once inventory has been written down, it creates a new cost basis for inventory that may not be subsequently written up. For the three and six months ended December 31, 2023 and 2022, no write downs of inventory were made.

 

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 three and six months ended December 31, 2023 and 2022, the Company determined there were no indicators of impairment of its property and equipment.

 

10
 

 

Leases

 

The Company accounts for its leases in accordance with the guidance of ASC 842, Leases. The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments.

 

Income taxes

 

The Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized before the Company is able to realize their benefits, or that future deductibility is uncertain.

 

Tax benefits from an uncertain tax position are recognized only if it more likely than not that the tax position will be sustained on examination by the taxing authorities based on technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has greater than 50 percent likelihood of being realized upon ultimate resolution. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

Foreign currency translation

 

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiary maintains its books and records in their respective local currency, which consists of the Malaysian Ringgit (“MYR”).

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within equity.

 

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

SCHEDULE OF FOREIGN EXCHANGE RATES

   As of
December 31, 2023
  

As of
June 30, 2023

 
Spot USD: MYR exchange rate  $4.5893   $4.6269 
Average USD: MYR exchange rate  $4.6627   $4.4902 

 

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

 

Recent accounting pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. This new standard is effective for the Company in the fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and will be applied as a cumulative-effect adjustment to retained earnings. The Company adopted ASU 2016-03 as of July 1, 2023, with no impact on our condensed consolidated financial statements or the related disclosures.

 

Other recent accounting pronouncements and guidance issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

 

11
 

 

2. PREPAYMENTS AND OTHER CURRENT ASSETS

 

Prepayments and other current assets consisted of the following as of December 31, 2023 and June 30, 2023:

 

  

December 31, 2023

  

June 30, 2023

 
         
Prepaid expenses  $9,805   $14,567 
Deposit on factory acquisition (No.5 factory building)   169,651    35,227 
Rental and other deposits   33,589    29,089 
Prepaid rent   26,882    25,696 
Prepaid expenses   239,927    104,579 

 

3. INVENTORIES, NET

 

Inventories primarily consisted of the following PET (polyethylene terephthalate) materials at December 31, 2023 and June 30, 2023:

 

  

December 31, 2023

  

June 30, 2023

 
         
PET flakes  $15,944   $32,655 
PET pellets   134,028    50,443 
PET strap belt   23,035    51,276 
Other PET materials   29,665    63,719 
Inventory Net  $202,672   $198,093 

 

4. PROPERTY AND EQUIPMENT, NET

 

Property and equipment consisted of the following at December 31, 2023 and June 30, 2023:

 

  

December 31, 2023

  

June 30, 2023

 
         
Factory building   1,503,498    1,491,279 
Factory equipment   1,372,715    1,319,673 
Office equipment   15,448    15,042 
Leasehold improvement   193,812    147,706 
Motor vehicle   17,345    17,204 
Total cost   3,102,818    2,990,904 
Accumulated depreciation   (609,545)   (462,780)
Net book value  $2,493,273   $2,528,124 

 

Depreciation and amortization expense was $140,722 for the six months ended December 31, 2023. At December 31, 2023 and June 30, 2023, the factory building related to costs of No.3 factory building. In September, 2023, the Company signed an agreement with its landlord to acquire No.5 factory building for approximately $1.7 Million (MYR7.75 Million), after its current lease terminates in March, 2024. At December 31, 2023, deposit of $169,651 have been paid, and the Company is securing third party bank financing for the balance of the acquisition price.

 

12
 

 

5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accrued liabilities consisted of the following as of December 31, 2023 and June 30, 2023:

 

SCHEDULE OF ACCRUED LIABILITIES

  

December 31, 2023

  

June 30, 2023

 
         
Accounts payable  $80,381   $- 
Accrued liabilities   123,089    55,588 
Other payables   106,023    97,038 
Accounts payable and accrued expense   309,493    152,626 

 

The balance of accrued liabilities include accrued payroll and accrued utilities.

 

The balance of other payables includes a balance payable for a factory building purchase.

 

6. CONVERTIBLE NOTE

 

Convertible note consisted of the following as of December 31, 2023 and June 30, 2023:

 

  

December 31, 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 merger between SGLA and SGL. The merger was completed October 1, 2023.

 

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 December 31, 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 expenses were $29,218 and $17,768 for the six months and three months ended December 31, 2023 respectively.

 

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

 

      
2024  $37,311 
2025   33,708 
2026   35,263 
2027   36,890 
2028 onward   922,508 
Total  $1,065,680 

 

13
 

 

8. RELATED PARTY TRANSACTIONS

 

As of December 31, 2023 and June 30, 2023, the amount due from related party consisted of:

 

   December 31, 2023   June 30, 2023 
         
Due from Invent Fortune Sdn. Bhd. (4)  $1,014,213   $917,096 
Total due from related party  $1,014,213   $917,096 

 

As of December 31, 2023 and June 30, 2023, the amount due to related parties consisted of:

 

Payable to Luo Xiong and Wo Kuk Ching (1)  $(593,538)  $(137,922)
Payable to Empower International Trading (2)   (1,315,371)   (798,835)
Payable to TLC Global International Trading (3)   (747,200)   (741,128)
Total due to related parties  $(2,656,109)  $(1,677,885)

 

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.

 

9. LEASES

 

As of December 31, 2023, the Company has one operating lease agreements for space (No. 5 factory) in Malaysia with remaining lease terms of two 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

December 31, 2023

  

As of

June 30, 2023

 
         
Right-of-use assets-operating lease  $10,927   $42,546 
Right-of-use assets-finance leases   87,747    - 
Total right-of-use assets  $

98,674

   $

42,546

 
           
Operating lease liabilities – current  $11,336   $44,167 

Operating lease liabilities – non-current

   

-

    

-

 

Finance lease liabilities – current

   18,755    

-

 
Finance lease liabilities – non-current   52,701    - 
Total lease liabilities  $82,812   $44,167 

 

The components of lease expense and supplemental cash flow information related to leases for the six months ended December 31, 2023 and 2022 are as follows:

 

Other information for the six months ended  December 31, 2023   December 31, 2022 
         
Cash paid for amounts included in the measurement of lease obligations          
Operating cash payments for operating lease  $34,319   $66,285 
Operating cash payments for finance lease   8,390    - 
Weighted average remaining lease term (in years)          
Operating leases   0.17    2.75 
Finance leases   3.62    - 
Weighted average discount rate          
Operating leases   7.31%   7.31%
Finance leases   8.77%   - 

 

The undiscounted future minimum payments under the Company’s operating and finance lease liabilities and reconciliation to the operating and finance lease liabilities recognized on the consolidated balance sheet as of December 31, 2023 are as follows:

 

SCHEDULE OF FUTURE MINIMUM PAYMENTS

 

  Operating lease   Finance lease 
         
Year ending         
2024  $11,438   $22,641 
2025   -    22,641 
2026   -    17,641 
Thereafter   -    16,993 
Total lease payment   11,438    79,916 
Less: Imputed interest   (102)   (8,460)
Operating lease obligations  $11,336   $71,456 

 

 

14
 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following information should be read in conjunction with (i) the financial statements of Sino Green Land Corporation, a Nevada corporation, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the June 30, 2023 audited financial statements and related notes included in the Company’s most recent Annual Report on Form 10-KT for the six months ended June 30, 2023 filed with the SEC on September 28, 2023. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

 

Overview

 

Sino Green Land Corporation (the “Company” or “we” or “our”) was incorporated under the laws of the State of Nevada on March 6, 2008, under the name of Henry County Plywood Corporation, as successor by merger to a Virginia corporation incorporated in May 1948 under the same name. On March 17, 2009, we changed our name from “Henry County Plywood Corporation” to “Sino Green Land Corporation”. On January 7, 2020, we renamed from “Sino Green Land Corporation” to “Go Silver Toprich, Inc.”. On August 31, 2020, we changed the name from “Go Silver Toprich, Inc.” back to “Sino Green Land Corporation”.

 

Results of Operations

 

Revenues and Cost of Revenues

 

Net revenues were $360,761 for the three months ended December 31, 2023, reflecting an increase of $300,818, or 501.842%, from $59,943 for the three months ended December 31, 2022..The increase in net revenues was mainly due to an increase in sales of plastic recycle products from the third parties.

 

Net revenues were $905,230 for the six months ended December 31, 2023, reflecting an increase of $528,399, or 140.22%, from $376,831 for the six months ended December 31, 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 was $409,414 for the three months ended December 31, 2023, reflecting an increase of $295,596, or 259.71%, from $113,818 for the three months ended December 31, 2022. The increase in cost of revenue was due to the unit cost is higher in line with our revenue increase.

 

Cost of revenues was $1,150,381 for the six months ended December 31, 2023, reflecting an increase of $690,747, or 150.28%, from $459,634 for the six months ended December 31, 2022. The increase in cost of revenue was due to the unit cost is higher in line with our revenue increase.

 

Gross Loss

 

Gross loss was $48,653 and $53,875, for the three months ended December 31, 2023 and 2022, respectively, reflecting a decrease of $5,222, or 9.69%. The decrease in gross loss was mainly due to the increase in the net revenues.

 

Gross loss was $245,151 and $82,803 for the six months ended December 31, 2023 and 2022, respectively, reflecting an increase of $162,348, or 196.07%. primarily due to the unit cost is higher.

 

General and Administrative Expenses

 

General and administrative expenses were $168,773 for the three months ended December 31, 2023, reflecting an increase of $9,827, or 6.18%, from $158,946 for the three months ended December 31, 2022. The general and administrative expenses was relatively flat when compared to the prior year period

 

General and administrative expenses were $384,861 for the six months ended December 31, 2023, reflecting an increase of $136,612, or 55.03%, from $248,249 for the six months ended December 31, 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 $272,803 for the three months ended December 31, 2023, an increase of $60,127, of 28.27%, as compared to the net loss of $212,676 for the three months ended December 31, 2022. The increase was primarily due to the increase of cost of revenue and operating expense.

 

Net loss totaled $658,585 for the six months ended December 31, 2023, an increase of $327,675, of 99.02%, as compared to the net loss of $330,910 for the six months ended December 31, 2022. The increase was primarily due to the increase of cost of revenue and operating expense.

 

15
 

 

Liquidity and Capital Resources

 

Going concern.

 

For the six months ended December 31, 2023, Sino Green Land Corporation incurred a net loss of $658,585 and used cash in operating activities of $476,948. These factors raise substantial doubt about the Sino Green Land Corporation’s ability to continue as a going concern within one year after the date the financial statements are issued. In addition, Sino Green Land Corporation’s independent registered public accounting firm, in their report on Sino Green Land Corporation’s June 30, 2023, audited financial statements, raised substantial doubt about the Sino Green Land Corporation’s ability to continue as a going concern. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

 

Working Capital

 

   December 31, 2023   June 30, 2023   Change 
Total current assets  $889,297   $480,602   $408,695 
Total current liabilities   3,797,751    2,660,944    1,136,807 
Working capital deficit  $(2,908,454)  $(2,180,342)  $(728,112)

 

As of December 31, 2023, We had total current assets of $889,297 consisting of cash on hand of $411,266, accounts receivables of $35,432, inventory of $202,672, and prepaid expenses and other current assets of $239,927, compared to total current assets of $480,6027 as of June 30, 2023. The increase was mainly due to the increase in cash and prepaid expenses. We had current liabilities of $3,797,751 consisting of accounts payable of 309,493, customer advances of $14,747, convertible note payable of $750,000, current portion of bank borrowings of $37,311, amount due to related parties of $2,656,109 and operating lease obligation of $30,091, compared to total current liabilities of $2,660,944 as of June 30, 2023.

 

The Company’s net loss was $272,803 and $212,676 for the three months ended December 31, 2023 and 2022, respectively.

 

Cash Flows

 

  

Six months Ended

December 31,

     
   2023   2022   Change 
Cash flows provided by (used in) operating activities  $(476,948)  $(427,048)  $(49,900)
Cash flows provided by (used in) investing activities   (87,409)   (390,918)   303,509 
Cash flows provided by (used in) financing activities   846,794    846,077    717 
Effect of exchange rate changes on cash and cash equivalents   3,695    32,346    (28,651)
Net changes in cash and cash equivalents  $286,132   $60,457   $225,675 

 

Cash Flow from Operating Activities

 

Cash flow used in operating activities for the six months ended December 31, 2023 was $476,948 as compared to the amount of $427,048 used in operating activities for the six months ended December 31, 2022, reflecting a decrement of $49,900. 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 and prepayment impact on cash flows.

 

Cash Flow from Investing Activities

 

Cash flow used in investing activities was $87,409 and $390,918 for the six months ended December 31, 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 $846,794 for the six months ended December 31, 2023 and $846,077 for the six months ended December 31, 2022, respectively. The increase in net cash provided by financing activities was mainly due to the increase in repayment of finance lease.

 

Critical Accounting Policies and Estimates

 

Use of Estimates

 

In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets, and expenses during the periods reported. Actual results may differ from these estimates.

 

Off-Balance Sheet Arrangements

 

As of December 31, 2023, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

 

16
 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

DISCLOSURE CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures:

 

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2023. This evaluation was carried out by Wo Kuk Ching (“Ms. Wo”), our Chief Executive Officer and Wong Ching Wing (“Elise”), our Chief Financial Officer, who also serve as our principal executive officer and principal financial and accounting officer, respectively. Based upon that evaluation, Ms. Wo and Elise concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

The material weaknesses identified include (i) the Company did not maintain a functioning independent audit committee and did not maintain an independent board; (ii) the Company had inadequate segregation of duties; and (iii) the Company had an insufficient number of personnel with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP and SEC disclosure requirements commensurate with the Company’s financial reporting requirements.

 

Changes in Internal Control over Financial Reporting:

 

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

17
 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not currently involved in any legal proceedings, and we are not aware of any pending or potential legal actions.

 

Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None

 

18
 

 

ITEM 6. Exhibits

 

Exhibit No.   Description
     
31.1   Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*
31.2   Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer*
32.1   Section 1350 Certification of principal executive officer *
32.2   Section 1350 Certification of principal financial and accounting officer *
101.INS   Inline XBRL Instance Document*
101.SCH   Inline XBRL Schema Document*
101.CAL   Inline XBRL Calculation Linkbase Document*
101.DEF   Inline XBRL Definition Linkbase Document*
101.LAB   Inline XBRL Label Linkbase Document*
101.PRE   Inline XBRL Presentation Linkbase Document*
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

19
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  SINO GREEN LAND CORPORATION
  (Name of Registrant)
     
Date: February 20, 2024    
  By: /s/ Teresa Wo Kuk Ching
  Title: Chief Executive Officer

 

20

 

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, Wo Kuk Ching, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Sino Green Land Corporation (the “Company”) for the quarter ended December 31, 2023;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 20, 2024 By: /s/ Wo Kuk Ching
    Wo Kuk Ching
   

Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATION

 

I, Wong Ching Wing, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Sino Green Land Corporation (the “Company”) for the quarter ended December 31, 2023;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 20, 2024 By: /s/ Wong Ching Wing
    Wong Ching Wing
   

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of SINO GREEN LAND CORPORATION (the “Company”) on Form 10-Q for the quarter ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: February 20, 2024 By: /s/ Wo Kuk Ching
    Wo Kuk Ching
   

Chief Executive Officer

(Principal Executive Officer)

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of SINO GREEN LAND CORPORATION (the “Company”) on Form 10-Q for the quarter ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: February 20, 2024 By: /s/ Wong Ching Wing
    Wong Ching Wing
   

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

 

v3.24.0.1
Cover - shares
6 Months Ended
Dec. 31, 2023
Feb. 20, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Dec. 31, 2023  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --06-30  
Entity File Number 000-53208  
Entity Registrant Name SINO GREEN LAND CORPORATION  
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  
Title of 12(b) Security Common Stock, $0.001 par value  
Trading Symbol SGLA  
Entity Current Reporting Status Yes  
Entity Interactive Data Current No  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Bankruptcy Proceedings, Reporting Current false  
Entity Common Stock, Shares Outstanding   161,809,738
v3.24.0.1
Condensed Consolidated Balance Sheets - USD ($)
Dec. 31, 2023
Jun. 30, 2023
Current assets    
Cash and cash equivalents $ 411,266 $ 125,134
Accounts receivable 35,432 52,796
Inventories, net 202,672 198,093
Prepaid expenses and other current assets 239,927 104,579
Total current assets 889,297 480,602
Non-current assets    
Property, plant and equipment, net 2,493,273 2,528,124
Operating lease right-of-use assets 10,927 42,546
Finance lease right-of-use assets 87,747
Amount due from related parties 1,014,213 917,096
Total Assets 4,495,457 3,968,368
Current liabilities    
Accounts payable and accrued expense 309,493 152,626
Customer advances 14,747
Convertible note payable 750,000 750,000
Bank loan payable - current 37,311 36,266
Amount due to the related parties 2,656,109 1,677,885
Finance lease obligations – current 18,755
Operating lease obligations – current 11,336 44,167
Total current liabilities 3,797,751 2,660,944
Non-current liabilities    
Finance lease obligations – non-current 52,701
Operating lease obligations – non-current
Bank loan payable – non-current 1,028,369 1,032,606
Total liabilities 4,878,821 3,693,550
Stockholders’ Equity    
Preferred Stock, $0.001 par value; 20,000,000 shares authorized; 1,784,178 shares issued and outstanding at December 31, 2023 and June 30, 2023, respectively 1,784 1,784
Common Stock, $0.001 par value; 780,000,000 shares authorized; 161,809,738 shares issued and outstanding at December 31, 2023 and June 30, 2023, respectively 161,810 161,810
Additional paid-in-capital 2,121,929 2,121,929
Accumulated other comprehensive income 82,453 82,050
Accumulated deficit (2,751,340) (2,092,755)
Total stockholders’ equity (deficit) (383,364) 274,818
Total Liabilities and Stockholders’ Equity $ 4,495,457 $ 3,968,368
v3.24.0.1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2023
Jun. 30, 2023
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 20,000,000 20,000,000
Preferred stock, shares issued 1,784,178 1,784,178
Preferred stock, shares outstanding 1,784,178 1,784,178
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 780,000,000 780,000,000
Common stock, shares issued 161,809,738 161,809,738
Common stock, shares outstanding 161,809,738 161,809,738
v3.24.0.1
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Income Statement [Abstract]        
Net revenues $ 360,761 $ 59,943 $ 905,230 $ 376,831
Cost of revenues (409,414) (113,818) (1,150,381) (459,634)
Gross loss (48,653) (53,875) (245,151) (82,803)
Operating expenses:        
General and administrative expenses (206,649) (158,946) (384,861) (248,249)
Operating loss (255,302) (212,821) (630,012) (331,052)
Other income (expense):        
Interest income 267 145 645 146
Interest expense (17,768) (29,218) (4)
Other income (expense), net (17,501) 145 (28,573) 142
Net loss (272,803) (212,676) (658,585) (330,910)
Other comprehensive income:        
Foreign currency translation income (loss) 13,010 (5,110) 403 26,933
Total comprehensive loss $ (259,793) $ (217,786) $ (658,182) $ (303,977)
Loss per share        
Net loss per share - basic $ (0.00) $ (0.00) $ (0.00) $ (0.00)
Net loss per share - diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
Weighted average number of common shares outstanding - basic 161,809,738 161,809,738 161,809,738 161,809,738
Weighted average number of common shares outstanding - diluted 161,809,738 161,809,738 161,809,738 161,809,738
v3.24.0.1
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
AOCI Attributable to Parent [Member]
Retained Earnings [Member]
Total
Balance at Jun. 30, 2022 $ 1,784 $ 161,810 $ 57,757 $ 35,748 $ (1,015,395) $ (758,296)
Balance, shares at Jun. 30, 2022 1,784,178 161,809,738        
Net Loss (118,234) (118,234)
Foreign currency translation adjustment 32,043 32,043
Balance at Sep. 30, 2022 $ 1,784 $ 161,810 57,757 67,791 (1,133,629) (844,487)
Balance, shares at Sep. 30, 2022 1,784,178 161,809,738        
Balance at Jun. 30, 2022 $ 1,784 $ 161,810 57,757 35,748 (1,015,395) (758,296)
Balance, shares at Jun. 30, 2022 1,784,178 161,809,738        
Net Loss           (330,910)
Balance at Dec. 31, 2022 $ 1,784 $ 161,810 1,909,891 62,681 (1,346,305) 789,861
Balance, shares at Dec. 31, 2022 1,784,178 161,809,738        
Balance at Sep. 30, 2022 $ 1,784 $ 161,810 57,757 67,791 (1,133,629) (844,487)
Balance, shares at Sep. 30, 2022 1,784,178 161,809,738        
Net Loss (212,676) (212,676)
Foreign currency translation adjustment (5,110) (5,110)
Capital contribution attributable to related party debt extinguishment 1,852,134 1,852,134
Capital contribution attributable to related party debt extinguishment, shares          
Balance at Dec. 31, 2022 $ 1,784 $ 161,810 1,909,891 62,681 (1,346,305) 789,861
Balance, shares at Dec. 31, 2022 1,784,178 161,809,738        
Balance at Jun. 30, 2023 $ 1,784 $ 161,810 2,121,929 82,050 (2,092,755) 274,818
Balance, shares at Jun. 30, 2023 1,784,178 161,809,738        
Net Loss (385,782) (385,782)
Foreign currency translation adjustment (12,607) (12,607)
Balance at Sep. 30, 2023 $ 1,784 $ 161,810 2,121,929 69,443 (2,478,537) (123,571)
Balance, shares at Sep. 30, 2023 1,784,178 161,809,738        
Balance at Jun. 30, 2023 $ 1,784 $ 161,810 2,121,929 82,050 (2,092,755) 274,818
Balance, shares at Jun. 30, 2023 1,784,178 161,809,738        
Net Loss           (658,585)
Balance at Dec. 31, 2023 $ 1,784 $ 161,810 2,121,929 82,453 (2,751,340) (383,364)
Balance, shares at Dec. 31, 2023 1,784,178 161,809,738        
Balance at Sep. 30, 2023 $ 1,784 $ 161,810 2,121,929 69,443 (2,478,537) (123,571)
Balance, shares at Sep. 30, 2023 1,784,178 161,809,738        
Net Loss (272,803) (272,803)
Foreign currency translation adjustment 13,010 13,010
Balance at Dec. 31, 2023 $ 1,784 $ 161,810 $ 2,121,929 $ 82,453 $ (2,751,340) $ (383,364)
Balance, shares at Dec. 31, 2023 1,784,178 161,809,738        
v3.24.0.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Cash flows from operating activities    
Net loss $ (658,585) $ (330,910)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:    
Depreciation 140,722 119,386
Changes in operating assets and liabilities    
Accounts receivable 17,364 43,304
Inventories (4,579) (91,514)
Prepaid expenses and other current assets (135,348) 171,968
Operating lease right of use asset 31,464 62,160
Accounts payable and accrued liabilities 156,867 (132,808)
Customer advances 14,747 (201,388)
Operating lease liability (39,600) (67,246)
Net cash provided by used in operating activities (476,948) (427,048)
Cash flows from investing activities    
Acquisition of property and equipment (87,409) (390,918)
Net cash used in investing activities (87,409) (390,918)
Cash flows from financing activities    
Advances from related parties, net 881,107 846,077
Repayment of bank loan (15,573)
Finance lease down payment (18,740)
Repayment of finance lease obligation (8,513)
Net cash provided by financing activities 838,281 846,077
Effect of exchange rate changes on cash and cash equivalents 12,208 32,346
Net changes in cash and cash equivalents 286,132 60,457
Cash and cash equivalents-beginning of the period 125,134 52,440
Cash and cash equivalents-ended of the period 411,266 112,897
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 $ 1,852,134
v3.24.0.1
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization

 

Sino Green Land Corporation (“SGLA”), formerly known as Go Silver Toprich Holding Inc., is a corporation organized under the laws of the State of Nevada on March 6, 2008.

 

Sunshine Green Land Corp., (“SGL”) a Labuan corporation, was formed on December 8, 2021. On June 30, 2023, SGL consummated a share exchange agreement with the shareholders of Tian Li Eco Holdings Sdn. Bhd (“Tian Li”), a Malaysian corporation, in which all the shares of Tian Li were exchanged for shares of SGL, and Tian Li became a wholly-owned subsidiary of SGL.

 

On October 1, 2023, SGLA completed a merger with SGL. After the merger, SGLA, SGL, and Tian Li, are collectively referred to as the “Company.”

 

Upon completion of the merger, SGLA acquired SGL in exchange for 160,349,203 shares of common stock of SGLA and 1,781,658 shares of preferred stock of SGLA. Immediately after completion of the share exchange, the Company has a total of 161,809,738 shares of common stock outstanding and 1,784,178 shares of preferred stock outstanding.

 

Prior to the merger, Luo Xiong and spouse Wo Kuk Ching and their immediate family members controlled 65.7% of SGLA, and 90% of SGL. Following the merger, Luo Xiong and spouse Wo Kuk Ching and their immediate family members controlled 89.78% of SGLA consolidated with SGL.

 

As SGLA and SGL were under common control at the time of the share exchange, the transaction is accounted for as a combination of entities under common control in a manner similar to the pooling-of-interests method of accounting. In pooling-of-interests accounting, the financial statements of the previously separate companies for periods before the combination are recast on a combined basis for all prior periods that the entities are under common control. The accompanying combined financial statements for all periods presented are referred to as the “consolidated” financial statements. Accordingly, the Company’s consolidated financial statements as of December 31, 2023 and June 30, 2023, and for the three-month and six-months ended December 31, 2023 and 2022, include SGLA’s, SGL’s, and Tian Li’s historical assets, liabilities, and results of operations, including the issuance of 160,349,203 shares of common stock of SGLA and 1,781,658 shares of preferred stock of SGLA on October 1, 2023, as if the combination and issuance of shares occurred at the beginning of the earliest period presented.

 

 

The Company conducts its business through its subsidiary Tian Li, which operates in Malaysia as an environmental technology company and recycler of plastic waste bottles and plastic packaging materials.

 

Going concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the six months ended December 31, 2023, the Company incurred a net loss of $658,585, and used cash in operating activities of $476,948. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Management believes additional cash required to meet the Company’s obligations as they become due will be provided by way of advances from related parties. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

 

Basis of presentation

 

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

The unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s Transition Report Form 10-KT for the six months ended June 30, 2023, and, in the opinion of management, reflect all adjustments, which consist of normal recurring adjustments, considered necessary for a fair presentation of the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes, included in the Company’s Transition Report on Form 10-KT, filed with the SEC. The condensed consolidated balance sheet as of December 30, 2023, was derived from the audited financial statements as of that date, but does not include all disclosures, including notes, required by GAAP.

 

 

Use of estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates for the accruals of potential liabilities.

 

Net loss per share

 

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed like basic net loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. As of December 31, 2023, the Company had convertible notes payable that were convertible into 937,500 shares of common stock. For the periods ended December 31, 2023 and 2022, the calculations of basic and diluted loss per share are the same because these potential dilutive securities would have had an anti-dilutive effect.

 

Fair value measurements

 

The Company follows the guidance of ASC 820-10, “Fair Value Measurements and Disclosures”, with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

Level 1 : Observable inputs such as quoted prices in active markets;

Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

 

The Company believes the carrying amounts reported in the balance sheets for accrued expenses and due to related party, approximate their fair values because of the short-term nature of these financial instruments.

 

Revenue recognition

 

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

 

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

 

 SCHEDULE OF REVENUE RECOGNITION

   2023   2022   2023   2022 
   Three months ended
December 31,
   Six months ended
December 31,
 
   2023   2022   2023   2022 
Sale of plastic recycle products  $360,761   $59,943   $905,230   $376,831 

 

 

Cash and cash equivalents

 

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

SCHEDULE OF PRIMARY BANK DEPOSITS

   December 31, 2023   June 30, 2023 
Cash, cash equivalents, and restricted cash          
Denominated in United States Dollars  $1,565   $23,578 
Denominated in Chinese Renminbi   253    7,999 
Denominated in Malaysian Ringgit   409,448    93,557 
Cash and cash equivalents  $411,266   $125,134 

 

Accounts Receivable

 

Accounts receivables are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as needed. The Company uses the allowance method to account for uncollectible trade receivable balances. Under the allowance method, if needed, an estimate of uncollectible customer balances is made based upon specific account balances that are considered uncollectible. Factors used to establish an allowance include the credit quality and payment history of the customer. The Company did not deem it necessary to provide an allowance for doubtful accounts as of December 31, 2023 and June 30, 2023.

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. The Company records adjustments to its inventory based on an estimated forecast of the inventory demand, taking into consideration, among others, inventory turnover, inventory quantities on hand, unfilled customer order quantities, forecasted demand, current prices, competitive pricing, and trends and performance of similar products. If the estimated net realizable value is determined to be less than the recorded cost of the inventory, the difference is recognized as a loss in the period in which it occurs. Once inventory has been written down, it creates a new cost basis for inventory that may not be subsequently written up. For the three and six months ended December 31, 2023 and 2022, no write downs of inventory were made.

 

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 three and six months ended December 31, 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.

 

Foreign currency translation

 

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiary maintains its books and records in their respective local currency, which consists of the Malaysian Ringgit (“MYR”).

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within equity.

 

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

SCHEDULE OF FOREIGN EXCHANGE RATES

   As of
December 31, 2023
  

As of
June 30, 2023

 
Spot USD: MYR exchange rate  $4.5893   $4.6269 
Average USD: MYR exchange rate  $4.6627   $4.4902 

 

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

 

Recent accounting pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. This new standard is effective for the Company in the fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and will be applied as a cumulative-effect adjustment to retained earnings. The Company adopted ASU 2016-03 as of July 1, 2023, with no impact on our condensed consolidated financial statements or the related disclosures.

 

Other recent accounting pronouncements and guidance issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

 

 

v3.24.0.1
PREPAYMENTS AND OTHER CURRENT ASSETS
6 Months Ended
Dec. 31, 2023
Prepayments And Other Current Assets  
PREPAYMENTS AND OTHER CURRENT ASSETS

2. PREPAYMENTS AND OTHER CURRENT ASSETS

 

Prepayments and other current assets consisted of the following as of December 31, 2023 and June 30, 2023:

 

  

December 31, 2023

  

June 30, 2023

 
         
Prepaid expenses  $9,805   $14,567 
Deposit on factory acquisition (No.5 factory building)   169,651    35,227 
Rental and other deposits   33,589    29,089 
Prepaid rent   26,882    25,696 
Prepaid expenses   239,927    104,579 

 

v3.24.0.1
INVENTORIES, NET
6 Months Ended
Dec. 31, 2023
Inventory Disclosure [Abstract]  
INVENTORIES, NET

3. INVENTORIES, NET

 

Inventories primarily consisted of the following PET (polyethylene terephthalate) materials at December 31, 2023 and June 30, 2023:

 

  

December 31, 2023

  

June 30, 2023

 
         
PET flakes  $15,944   $32,655 
PET pellets   134,028    50,443 
PET strap belt   23,035    51,276 
Other PET materials   29,665    63,719 
Inventory Net  $202,672   $198,093 

 

v3.24.0.1
PROPERTY AND EQUIPMENT, NET
6 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT, NET

4. PROPERTY AND EQUIPMENT, NET

 

Property and equipment consisted of the following at December 31, 2023 and June 30, 2023:

 

  

December 31, 2023

  

June 30, 2023

 
         
Factory building   1,503,498    1,491,279 
Factory equipment   1,372,715    1,319,673 
Office equipment   15,448    15,042 
Leasehold improvement   193,812    147,706 
Motor vehicle   17,345    17,204 
Total cost   3,102,818    2,990,904 
Accumulated depreciation   (609,545)   (462,780)
Net book value  $2,493,273   $2,528,124 

 

Depreciation and amortization expense was $140,722 for the six months ended December 31, 2023. At December 31, 2023 and June 30, 2023, the factory building related to costs of No.3 factory building. In September, 2023, the Company signed an agreement with its landlord to acquire No.5 factory building for approximately $1.7 Million (MYR7.75 Million), after its current lease terminates in March, 2024. At December 31, 2023, deposit of $169,651 have been paid, and the Company is securing third party bank financing for the balance of the acquisition price.

 

 

v3.24.0.1
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
6 Months Ended
Dec. 31, 2023
Payables and Accruals [Abstract]  
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accrued liabilities consisted of the following as of December 31, 2023 and June 30, 2023:

 

SCHEDULE OF ACCRUED LIABILITIES

  

December 31, 2023

  

June 30, 2023

 
         
Accounts payable  $80,381   $- 
Accrued liabilities   123,089    55,588 
Other payables   106,023    97,038 
Accounts payable and accrued expense   309,493    152,626 

 

The balance of accrued liabilities include accrued payroll and accrued utilities.

 

The balance of other payables includes a balance payable for a factory building purchase.

 

v3.24.0.1
CONVERTIBLE NOTE
6 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
CONVERTIBLE NOTE

6. CONVERTIBLE NOTE

 

Convertible note consisted of the following as of December 31, 2023 and June 30, 2023:

 

  

December 31, 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 merger between SGLA and SGL. The merger was completed October 1, 2023.

 

v3.24.0.1
BANK LOAN PAYABLE
6 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
BANK LOAN PAYABLE

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 December 31, 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 expenses were $29,218 and $17,768 for the six months and three months ended December 31, 2023 respectively.

 

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

 

      
2024  $37,311 
2025   33,708 
2026   35,263 
2027   36,890 
2028 onward   922,508 
Total  $1,065,680 

 

 

v3.24.0.1
RELATED PARTY TRANSACTIONS
6 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

8. RELATED PARTY TRANSACTIONS

 

As of December 31, 2023 and June 30, 2023, the amount due from related party consisted of:

 

   December 31, 2023   June 30, 2023 
         
Due from Invent Fortune Sdn. Bhd. (4)  $1,014,213   $917,096 
Total due from related party  $1,014,213   $917,096 

 

As of December 31, 2023 and June 30, 2023, the amount due to related parties consisted of:

 

Payable to Luo Xiong and Wo Kuk Ching (1)  $(593,538)  $(137,922)
Payable to Empower International Trading (2)   (1,315,371)   (798,835)
Payable to TLC Global International Trading (3)   (747,200)   (741,128)
Total due to related parties  $(2,656,109)  $(1,677,885)

 

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.

 

v3.24.0.1
LEASES
6 Months Ended
Dec. 31, 2023
Leases  
LEASES

9. LEASES

 

As of December 31, 2023, the Company has one operating lease agreements for space (No. 5 factory) in Malaysia with remaining lease terms of two 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

December 31, 2023

  

As of

June 30, 2023

 
         
Right-of-use assets-operating lease  $10,927   $42,546 
Right-of-use assets-finance leases   87,747    - 
Total right-of-use assets  $

98,674

   $

42,546

 
           
Operating lease liabilities – current  $11,336   $44,167 

Operating lease liabilities – non-current

   

-

    

-

 

Finance lease liabilities – current

   18,755    

-

 
Finance lease liabilities – non-current   52,701    - 
Total lease liabilities  $82,812   $44,167 

 

The components of lease expense and supplemental cash flow information related to leases for the six months ended December 31, 2023 and 2022 are as follows:

 

Other information for the six months ended  December 31, 2023   December 31, 2022 
         
Cash paid for amounts included in the measurement of lease obligations          
Operating cash payments for operating lease  $34,319   $66,285 
Operating cash payments for finance lease   8,390    - 
Weighted average remaining lease term (in years)          
Operating leases   0.17    2.75 
Finance leases   3.62    - 
Weighted average discount rate          
Operating leases   7.31%   7.31%
Finance leases   8.77%   - 

 

The undiscounted future minimum payments under the Company’s operating and finance lease liabilities and reconciliation to the operating and finance lease liabilities recognized on the consolidated balance sheet as of December 31, 2023 are as follows:

 

SCHEDULE OF FUTURE MINIMUM PAYMENTS

 

  Operating lease   Finance lease 
         
Year ending         
2024  $11,438   $22,641 
2025   -    22,641 
2026   -    17,641 
Thereafter   -    16,993 
Total lease payment   11,438    79,916 
Less: Imputed interest   (102)   (8,460)
Operating lease obligations  $11,336   $71,456 

 

v3.24.0.1
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Basis of presentation

Basis of presentation

 

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

The unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s Transition Report Form 10-KT for the six months ended June 30, 2023, and, in the opinion of management, reflect all adjustments, which consist of normal recurring adjustments, considered necessary for a fair presentation of the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes, included in the Company’s Transition Report on Form 10-KT, filed with the SEC. The condensed consolidated balance sheet as of December 30, 2023, was derived from the audited financial statements as of that date, but does not include all disclosures, including notes, required by GAAP.

 

 

Use of estimates

Use of estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates for the accruals of potential liabilities.

 

Net loss per share

Net loss per share

 

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed like basic net loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. As of December 31, 2023, the Company had convertible notes payable that were convertible into 937,500 shares of common stock. For the periods ended December 31, 2023 and 2022, the calculations of basic and diluted loss per share are the same because these potential dilutive securities would have had an anti-dilutive effect.

 

Fair value measurements

Fair value measurements

 

The Company follows the guidance of ASC 820-10, “Fair Value Measurements and Disclosures”, with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

Level 1 : Observable inputs such as quoted prices in active markets;

Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

 

The Company believes the carrying amounts reported in the balance sheets for accrued expenses and due to related party, approximate their fair values because of the short-term nature of these financial instruments.

 

Revenue recognition

Revenue recognition

 

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

 

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

 

 SCHEDULE OF REVENUE RECOGNITION

   2023   2022   2023   2022 
   Three months ended
December 31,
   Six months ended
December 31,
 
   2023   2022   2023   2022 
Sale of plastic recycle products  $360,761   $59,943   $905,230   $376,831 

 

 

Cash and cash equivalents

Cash and cash equivalents

 

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

SCHEDULE OF PRIMARY BANK DEPOSITS

   December 31, 2023   June 30, 2023 
Cash, cash equivalents, and restricted cash          
Denominated in United States Dollars  $1,565   $23,578 
Denominated in Chinese Renminbi   253    7,999 
Denominated in Malaysian Ringgit   409,448    93,557 
Cash and cash equivalents  $411,266   $125,134 

 

Accounts Receivable

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 December 31, 2023 and June 30, 2023.

 

Inventories

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 three and six months ended December 31, 2023 and 2022, no write downs of inventory were made.

 

Property and equipment

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 three and six months ended December 31, 2023 and 2022, the Company determined there were no indicators of impairment of its property and equipment.

 

 

Leases

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

Income taxes

 

The Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized before the Company is able to realize their benefits, or that future deductibility is uncertain.

 

Tax benefits from an uncertain tax position are recognized only if it more likely than not that the tax position will be sustained on examination by the taxing authorities based on technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has greater than 50 percent likelihood of being realized upon ultimate resolution. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

Foreign currency translation

Foreign currency translation

 

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiary maintains its books and records in their respective local currency, which consists of the Malaysian Ringgit (“MYR”).

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within equity.

 

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

SCHEDULE OF FOREIGN EXCHANGE RATES

   As of
December 31, 2023
  

As of
June 30, 2023

 
Spot USD: MYR exchange rate  $4.5893   $4.6269 
Average USD: MYR exchange rate  $4.6627   $4.4902 

 

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

 

Recent accounting pronouncements

Recent accounting pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. This new standard is effective for the Company in the fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and will be applied as a cumulative-effect adjustment to retained earnings. The Company adopted ASU 2016-03 as of July 1, 2023, with no impact on our condensed consolidated financial statements or the related disclosures.

 

Other recent accounting pronouncements and guidance issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

v3.24.0.1
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
6 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
SCHEDULE OF REVENUE RECOGNITION

 SCHEDULE OF REVENUE RECOGNITION

   2023   2022   2023   2022 
   Three months ended
December 31,
   Six months ended
December 31,
 
   2023   2022   2023   2022 
Sale of plastic recycle products  $360,761   $59,943   $905,230   $376,831 
SCHEDULE OF PRIMARY BANK DEPOSITS

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

SCHEDULE OF PRIMARY BANK DEPOSITS

   December 31, 2023   June 30, 2023 
Cash, cash equivalents, and restricted cash          
Denominated in United States Dollars  $1,565   $23,578 
Denominated in Chinese Renminbi   253    7,999 
Denominated in Malaysian Ringgit   409,448    93,557 
Cash and cash equivalents  $411,266   $125,134 
SCHEDULE OF ESTIMATED USEFUL LIVE

 

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
SCHEDULE OF FOREIGN EXCHANGE RATES

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

SCHEDULE OF FOREIGN EXCHANGE RATES

   As of
December 31, 2023
  

As of
June 30, 2023

 
Spot USD: MYR exchange rate  $4.5893   $4.6269 
Average USD: MYR exchange rate  $4.6627   $4.4902 
v3.24.0.1
PREPAYMENTS AND OTHER CURRENT ASSETS (Tables)
6 Months Ended
Dec. 31, 2023
Prepayments And Other Current Assets  
SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS

Prepayments and other current assets consisted of the following as of December 31, 2023 and June 30, 2023:

 

  

December 31, 2023

  

June 30, 2023

 
         
Prepaid expenses  $9,805   $14,567 
Deposit on factory acquisition (No.5 factory building)   169,651    35,227 
Rental and other deposits   33,589    29,089 
Prepaid rent   26,882    25,696 
Prepaid expenses   239,927    104,579 
v3.24.0.1
INVENTORIES, NET (Tables)
6 Months Ended
Dec. 31, 2023
Inventory Disclosure [Abstract]  
SCHEDULE OF PET (POLYETHYLENE TEREPHTHALATE) MATERIALS

Inventories primarily consisted of the following PET (polyethylene terephthalate) materials at December 31, 2023 and June 30, 2023:

 

  

December 31, 2023

  

June 30, 2023

 
         
PET flakes  $15,944   $32,655 
PET pellets   134,028    50,443 
PET strap belt   23,035    51,276 
Other PET materials   29,665    63,719 
Inventory Net  $202,672   $198,093 
v3.24.0.1
PROPERTY AND EQUIPMENT, NET (Tables)
6 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31, 2023 and June 30, 2023:

 

  

December 31, 2023

  

June 30, 2023

 
         
Factory building   1,503,498    1,491,279 
Factory equipment   1,372,715    1,319,673 
Office equipment   15,448    15,042 
Leasehold improvement   193,812    147,706 
Motor vehicle   17,345    17,204 
Total cost   3,102,818    2,990,904 
Accumulated depreciation   (609,545)   (462,780)
Net book value  $2,493,273   $2,528,124 
v3.24.0.1
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)
6 Months Ended
Dec. 31, 2023
Payables and Accruals [Abstract]  
SCHEDULE OF ACCRUED LIABILITIES

Accrued liabilities consisted of the following as of December 31, 2023 and June 30, 2023:

 

SCHEDULE OF ACCRUED LIABILITIES

  

December 31, 2023

  

June 30, 2023

 
         
Accounts payable  $80,381   $- 
Accrued liabilities   123,089    55,588 
Other payables   106,023    97,038 
Accounts payable and accrued expense   309,493    152,626 
v3.24.0.1
CONVERTIBLE NOTE (Tables)
6 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
SCHEDULE OF CONVERTIBLE NOTE

Convertible note consisted of the following as of December 31, 2023 and June 30, 2023:

 

  

December 31, 2023

  

June 30, 2023

 
         
Convertible note  $750,000   $750,000 
v3.24.0.1
BANK LOAN PAYABLE (Tables)
6 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
SCHEDULE OF MINIMUM PRINCIPAL PAYMENTS

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

 

      
2024  $37,311 
2025   33,708 
2026   35,263 
2027   36,890 
2028 onward   922,508 
Total  $1,065,680 
v3.24.0.1
RELATED PARTY TRANSACTIONS (Tables)
6 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
SCHEDULE OF RELATED PARTY TRANSACTIONS

As of December 31, 2023 and June 30, 2023, the amount due from related party consisted of:

 

   December 31, 2023   June 30, 2023 
         
Due from Invent Fortune Sdn. Bhd. (4)  $1,014,213   $917,096 
Total due from related party  $1,014,213   $917,096 

 

As of December 31, 2023 and June 30, 2023, the amount due to related parties consisted of:

 

Payable to Luo Xiong and Wo Kuk Ching (1)  $(593,538)  $(137,922)
Payable to Empower International Trading (2)   (1,315,371)   (798,835)
Payable to TLC Global International Trading (3)   (747,200)   (741,128)
Total due to related parties  $(2,656,109)  $(1,677,885)

 

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.
v3.24.0.1
LEASES (Tables)
6 Months Ended
Dec. 31, 2023
Leases  
SCHEDULE OF OPERATING AND FINANCE LEASE AGREEMENT

  

  

As of

December 31, 2023

  

As of

June 30, 2023

 
         
Right-of-use assets-operating lease  $10,927   $42,546 
Right-of-use assets-finance leases   87,747    - 
Total right-of-use assets  $

98,674

   $

42,546

 
           
Operating lease liabilities – current  $11,336   $44,167 

Operating lease liabilities – non-current

   

-

    

-

 

Finance lease liabilities – current

   18,755    

-

 
Finance lease liabilities – non-current   52,701    - 
Total lease liabilities  $82,812   $44,167 
SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES

The components of lease expense and supplemental cash flow information related to leases for the six months ended December 31, 2023 and 2022 are as follows:

 

Other information for the six months ended  December 31, 2023   December 31, 2022 
         
Cash paid for amounts included in the measurement of lease obligations          
Operating cash payments for operating lease  $34,319   $66,285 
Operating cash payments for finance lease   8,390    - 
Weighted average remaining lease term (in years)          
Operating leases   0.17    2.75 
Finance leases   3.62    - 
Weighted average discount rate          
Operating leases   7.31%   7.31%
Finance leases   8.77%   - 
SCHEDULE OF FUTURE MINIMUM PAYMENTS

SCHEDULE OF FUTURE MINIMUM PAYMENTS

 

  Operating lease   Finance lease 
         
Year ending         
2024  $11,438   $22,641 
2025   -    22,641 
2026   -    17,641 
Thereafter   -    16,993 
Total lease payment   11,438    79,916 
Less: Imputed interest   (102)   (8,460)
Operating lease obligations  $11,336   $71,456 
v3.24.0.1
SCHEDULE OF REVENUE RECOGNITION (Details) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Accounting Policies [Abstract]        
Sale of plastic recycle products $ 360,761 $ 59,943 $ 905,230 $ 376,831
v3.24.0.1
SCHEDULE OF PRIMARY BANK DEPOSITS (Details) - USD ($)
Dec. 31, 2023
Jun. 30, 2023
Cash and Cash Equivalents [Line Items]    
Cash and cash equivalents $ 411,266 $ 125,134
United States Dollars [Member]    
Cash and Cash Equivalents [Line Items]    
Cash and cash equivalents 1,565 23,578
Chinese Renminbi [Member]    
Cash and Cash Equivalents [Line Items]    
Cash and cash equivalents 253 7,999
Malaysian Ringgits [Member]    
Cash and Cash Equivalents [Line Items]    
Cash and cash equivalents $ 409,448 $ 93,557
v3.24.0.1
SCHEDULE OF ESTIMATED USEFUL LIVE (Details)
Dec. 31, 2023
Factory Building [Member]  
Property, Plant and Equipment [Line Items]  
Office equipment 20 years
Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Office equipment 7 years
Office Equipment [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Office equipment 3 years
Office Equipment [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Office equipment 10 years
Leasehold Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] Useful Life, Lease Term [Member]
Vehicles [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Office equipment 3 years
Vehicles [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Office equipment 10 years
v3.24.0.1
SCHEDULE OF FOREIGN EXCHANGE RATES (Details)
Dec. 31, 2023
Jun. 30, 2023
Accounting Policies [Abstract]    
Spot USD: MYR exchange rate 4.5893 4.6269
Average USD: MYR exchange rate 4.6627 4.4902
v3.24.0.1
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Oct. 01, 2023
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2022
Sep. 30, 2022
Dec. 31, 2023
Dec. 31, 2022
Net Income (Loss) Attributable to Parent   $ 272,803 $ 385,782 $ 212,676 $ 118,234 $ 658,585 $ 330,910
Net Cash Provided by (Used in) Operating Activities           $ 476,948 427,048
Inventory write downs   $ 0         $ 0
Sino Green Land Corp [Member]              
Ownership percent 89.78%   65.70%        
Sunshine Green [Member]              
Ownership percent     90.00%        
Sunshine Green [Member] | Common Stock [Member]              
Preferred stock 160,349,203            
Shares exhanged 161,809,738            
Sunshine Green [Member] | Preferred Stock [Member]              
Preferred stock 1,781,658            
Shares exhanged 1,784,178            
Convertible notes payable, shares 937,500            
v3.24.0.1
SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS (Details)
RM in Thousands
Dec. 31, 2023
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2023
MYR (RM)
Jun. 30, 2023
USD ($)
Prepayments And Other Current Assets        
Prepaid expenses $ 9,805     $ 14,567
Deposit on factory acquisition (No.5 factory building) 169,651 $ 1,700,000 RM 7,750 35,227
Rental and other deposits 33,589     29,089
Prepaid rent 26,882     25,696
Prepaid expenses $ 239,927     $ 104,579
v3.24.0.1
SCHEDULE OF PET (POLYETHYLENE TEREPHTHALATE) MATERIALS (Details) - USD ($)
Dec. 31, 2023
Jun. 30, 2023
Inventory [Line Items]    
Inventory Net $ 202,672 $ 198,093
PET Flakes [Member]    
Inventory [Line Items]    
Inventory Net 15,944 32,655
PET Pellets [Member]    
Inventory [Line Items]    
Inventory Net 134,028 50,443
PET Strap Belt [Member]    
Inventory [Line Items]    
Inventory Net 23,035 51,276
Other PET Materials [Member]    
Inventory [Line Items]    
Inventory Net $ 29,665 $ 63,719
v3.24.0.1
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)
Dec. 31, 2023
Jun. 30, 2023
Property, Plant and Equipment [Line Items]    
Total cost $ 3,102,818 $ 2,990,904
Accumulated depreciation (609,545) (462,780)
Net book value 2,493,273 2,528,124
Factory Building [Member]    
Property, Plant and Equipment [Line Items]    
Total cost 1,503,498 1,491,279
Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total cost 1,372,715 1,319,673
Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total cost 15,448 15,042
Leaseholds and Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Total cost 193,812 147,706
Vehicles [Member]    
Property, Plant and Equipment [Line Items]    
Total cost $ 17,345 $ 17,204
v3.24.0.1
PROPERTY AND EQUIPMENT, NET (Details Narrative)
RM in Thousands
6 Months Ended
Dec. 31, 2023
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2023
MYR (RM)
Jun. 30, 2023
USD ($)
Property, Plant and Equipment [Abstract]        
Depreciation $ 140,722      
Deposit on factory acquisition $ 169,651 $ 1,700,000 RM 7,750 $ 35,227
v3.24.0.1
SCHEDULE OF ACCRUED LIABILITIES (Details) - USD ($)
Dec. 31, 2023
Jun. 30, 2023
Payables and Accruals [Abstract]    
Accounts payable $ 80,381
Accrued liabilities 123,089 55,588
Other payables 106,023 97,038
Accounts payable and accrued expense $ 309,493 $ 152,626
v3.24.0.1
SCHEDULE OF CONVERTIBLE NOTE (Details) - USD ($)
Jun. 09, 2024
Dec. 31, 2023
Jun. 30, 2023
Debt Disclosure [Abstract]      
Convertible note $ 750,000 $ 750,000 $ 750,000
v3.24.0.1
CONVERTIBLE NOTE (Details Narrative) - USD ($)
Jun. 09, 2024
Dec. 31, 2023
Jun. 30, 2023
Debt Disclosure [Abstract]      
Convertible note payable $ 750,000 $ 750,000 $ 750,000
Interest rate 3.00%    
Maturity date Nov. 14, 2024    
Debt conversion shares 937,500    
Share price $ 0.80    
v3.24.0.1
SCHEDULE OF MINIMUM PRINCIPAL PAYMENTS (Details)
Dec. 31, 2023
USD ($)
Debt Disclosure [Abstract]  
2024 $ 37,311
2025 33,708
2026 35,263
2027 36,890
2028 onward 922,508
Total $ 1,065,680
v3.24.0.1
BANK LOAN PAYABLE (Details Narrative)
1 Months Ended 3 Months Ended 6 Months Ended
Oct. 31, 2022
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2023
USD ($)
Oct. 31, 2022
MYR (RM)
Debt Instrument [Line Items]        
Interest expense   $ 17,768 $ 29,218  
Loans Payable [Member] | OCBC Bank [Member]        
Debt Instrument [Line Items]        
Principal amount $ 1,069,000     RM 5,000,000
Debt instrument, description The loan bears interest at the base lending rate, as defined, minus 2.2% (4.06% at December 31, 2023), is secured by the No. 3 factory building, matures in October 2042, and is guaranteed by certain of the Company’s shareholders      
v3.24.0.1
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($)
Dec. 31, 2023
Jun. 30, 2023
Related Party Transaction [Line Items]    
Total due from related party $ 1,014,213 $ 917,096
Total due to related parties (2,656,109) (1,677,885)
Invest Fortunes dn Bhd [Member]    
Related Party Transaction [Line Items]    
Total due from related party [1] 1,014,213 917,096
Related Party [Member]    
Related Party Transaction [Line Items]    
Total due from related party 1,014,213 917,096
Total due to related parties (2,656,109) (1,677,885)
Luo Xiong And Wo Kuk Ching [Member]    
Related Party Transaction [Line Items]    
Total due to related parties [2] (593,538) (137,922)
Empower International Trading [Member]    
Related Party Transaction [Line Items]    
Total due to related parties [3] (1,315,371) (798,835)
TLC Global International Trading [Member]    
Related Party Transaction [Line Items]    
Total due to related parties [4] $ (747,200) $ (741,128)
[1] Entity controlled 83% by Luo Xiong and spouse Wo Kuk Ching.
[2] Luo Xiong and spouse Wo Kuk Ching and their immediate family members own 90% of the Company’s common stock.
[3] Entity controlled 100% by Luo Xiong
[4] Entity controlled 100% by Wong Ching Wing, daughter of Luo Xiong and Wo Kuk Ching
v3.24.0.1
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) (Parenthetical)
6 Months Ended
Dec. 31, 2023
Luo Xiang And Wo Kuk Ching [Member]  
Related Party Transaction [Line Items]  
Equity method investment, ownership percentage 90.00%
Luo Xiang [Member]  
Related Party Transaction [Line Items]  
Equity method investment, ownership percentage 100.00%
Wong Ching Wing [Member]  
Related Party Transaction [Line Items]  
Equity method investment, ownership percentage 100.00%
Wo Kuk Ching [Member]  
Related Party Transaction [Line Items]  
Equity method investment, ownership percentage 83.00%
v3.24.0.1
SCHEDULE OF OPERATING AND FINANCE LEASE AGREEMENT (Details) - USD ($)
Dec. 31, 2023
Jun. 30, 2023
Leases    
Right-of-use assets-operating lease $ 10,927 $ 42,546
Right-of-use assets-finance leases 87,747
Total right-of-use assets 98,674 42,546
Operating lease liabilities – current 11,336 44,167
Operating lease liabilities – non-current
Finance lease liabilities – current 18,755
Finance lease liabilities – non-current 52,701
Total lease liabilities $ 82,812 $ 44,167
v3.24.0.1
SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES (Details) - USD ($)
6 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Leases    
Operating cash payments for operating lease $ 34,319 $ 66,285
Operating cash payments for finance lease $ 8,390
Weighted average remaining lease term (in years) Operating leases 2 months 1 day 2 years 9 months
Weighted average remaining lease term (in years) Finance leases 3 years 7 months 13 days
Weighted average discount rate Operating leases 7.31% 7.31%
Weighted average discount rate finance leases 8.77%
v3.24.0.1
SCHEDULE OF FUTURE MINIMUM PAYMENTS (Details)
Dec. 31, 2023
USD ($)
Leases  
2024,Operating lease $ 11,438
2024,Financing lease 22,641
2025,Operating lease
2025,Financing lease 22,641
2026,Operating lease
2026,Financing lease 17,641
Thereafter,Operating lease
Thereafter,,Financing lease 16,993
Total lease payment,Operating lease 11,438
Total lease payment,Financing lease 79,916
Less imputed interest,Operating lease (102)
Less imputed interest,Financing lease (8,460)
Total,Operating lease 11,336
Total,Financing lease $ 71,456
v3.24.0.1
LEASES (Details Narrative) - 6 months ended Dec. 31, 2023
USD ($)
MYR (RM)
Leases    
Rent expense $ 5,846 RM 26,250

Sino Green Land (PK) (USOTC:SGLA)
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