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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 September 30, 2024

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________ to _______________

 

Commission File Number 000-53208

 

SINO GREEN LAND CORPORATION

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

 

Nevada   54-0484915

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

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

43500 Semenyih, Selangor, Malaysia.

(Address of principal executive offices, including zip code)

 

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

 

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

 

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

 

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

 

YES ☒ NO ☐

 

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

 

YES ☐ NO

 

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

 

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

Emerging growth company

 

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

 

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

 

Yes ☐ No

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

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

 

Yes ☐ No

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

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

 

Class   Outstanding at November 14, 2024
Common Stock, $0.001 par value   161,809,738

 

 

 

 
 

 

TABLE OF CONTENTS

 

    Page
PART I FINANCIAL INFORMATION  
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: 3
  Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and June 30, 2024 3
  Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended September 30, 2024 and 2023 (unaudited) 4
  Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months Ended September 30, 2024 and 2023 (unaudited) 5
  Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2024 and 2023 (unaudited) 6
  Notes to Condensed Consolidated Financial Statements for the Three Months Ended September 30, 2024 and 2023 (unaudited) 7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 18
ITEM 4. CONTROLS AND PROCEDURES 18
PART II OTHER INFORMATION  
ITEM 1. LEGAL PROCEEDINGS 18
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 19
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 19
ITEM 4. MINE SAFETY DISCLOSURES 19
ITEM 5. OTHER INFORMATION 19
ITEM 6. EXHIBITS 19
  SIGNATURES 20

 

2
 

 

PART I FINANCIAL INFORMATION

 

ITEM 1. CONDENSED FINANCIAL STATEMENTS:

 

SINO GREEN LAND CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2024, AND JUNE 30, 2024

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

 

   September 30, 2024   June 30, 2024 
   As of 
   September 30, 2024   June 30, 2024 
   (Unaudited)     
Assets        
Current assets          
Cash and cash equivalents  $39,599   $28,858 
Accounts receivable   139,086    76,738 
Inventories   732,158    664,400 
Prepaid expenses and other current assets   59,257    64,794 
Total current assets   970,100    834,790 
           
Non-current assets          
Property, plant and equipment, net   4,478,001    4,013,206 
Finance lease right-of-use assets   77,199    73,461 
Total Assets  $5,525,300   $4,921,457 
           
Liabilities and Stockholders’ Equity (Deficit)          
Current liabilities          
Accounts payable  $239,544   $107,466 
Accrued liabilities and other payable   177,830    156,117 
Contract liabilities   45,669    68,048 
Convertible note payable   750,000    750,000 
Bank loan payable - current   79,359    68,682 
Short-term borrowing   291,088    252,038 
Amount due to the related parties   2,546,723    2,093,010 
Financing lease obligations – current   21,971    18,866 
Total current liabilities   4,152,184    3,514,227 
           
Non-current liabilities          
Bank loan payable – non-current   2,194,681    1,925,688 
Financing Lease liabilities – non-current   42,014    41,686 
Total liabilities   6,388,879    5,481,601 
           
Stockholders’ deficit          
Preferred Stock, $0.001 par value; 20,000,000 shares authorized; 1,784,178 shares issued and outstanding at September 30, 2024 and June 30, 2024, respectively   1,784    1,784 
Common Stock, $0.001 par value; 780,000,000 shares authorized; 161,809,738 shares issued and outstanding at September 30, 2024 and June 30, 2024, respectively   161,810    161,810 
Additional paid-in-capital   2,121,929    2,121,929 
Accumulated other comprehensive income   75,788    45,892 
Accumulated deficit   (3,224,890)   (2,891,559)
Total stockholders’ deficit   (863,579)   (560,144)
           
Total Liabilities and Stockholders’ Deficit  $5,525,300   $4,921,457 

 

See accompanying notes to the condensed consolidated financial statements.

 

3
 

 

SINO GREEN LAND CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

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

(Unaudited)

 

   2024   2023 
  

Three months ended

September 30

 
   2024   2023 
         
Net revenues  $457,247   $545,878 
           
Cost of revenues   (657,728)   (743,512)
Gross loss   (200,481)   (197,634)
           
Operating expenses:          
General and administrative expenses   (106,963)   (178,132)
Operating loss   (307,444)   (375,766)
           
Other income (expense):          
Gain on disposal of assets   4,204    - 
Interest income   11    365 
Interest expense   (31,354)   (11,458)
Sundry income   1,252    - 
Other (expense), net   (25,887)   (11,093)
           
Net loss   (333,331)   (386,859)
           
Other comprehensive income:          
Foreign currency translation income   29,896    22,677 
           
Total comprehensive loss   (303,435)   (364,182)
           
Loss per share          
Basic and diluted loss per share  $(0.00)  $(0.00)
Basic and diluted weighted average shares outstanding   161,809,738    161,809,738 

 

See accompanying notes to the condensed consolidated financial statements.

 

4
 

 

SINO GREEN LAND CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

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

(Unaudited)

 

                                 
Three months ended September 30, 2024
   Number of
shares
   Amount   Number of
shares
   Amount   Additional Paid-in
Capital
   Accumulated
Other
Comprehensive
Income
  

Accumulated

Deficit

  

Total

Stockholders’

Equity (Deficit)

 
Balance as of June 30, 2024   1,784,178   $1,784    161,809,738   $161,810   $2,121,929   $45,892   $(2,891,559)  $        (560,144)
Net loss   -    -    -    -    -    -    (333,331)   (333,331)
Foreign currency translation adjustment   -    -    -    -    -    29,896    -    29,896 
Balance as of September 30, 2024   1,784,178   $1,784    161,809,738   $161,810   $2,121,929   $75,788   $(3,224,890)  $(863,579)

 

   Three months ended September 30, 2023 
   Number of
shares
   Amount   Number of
shares
   Amount   Additional Paid-in
Capital
   Accumulated
Other
Comprehensive
Income (Loss)
  

Accumulated

Deficit

  

Total

Stockholders’

Equity (Deficit)

 
Balance as of June 30, 2023   1,784,178   $1,784    161,809,738   $161,810   $2,217,929   $82,050   $(2092,755)  $      274,818 
Net loss   -    -    -    -    -    -    (386,859)   (386,859)
Foreign currency translation adjustment   -    -    -    -    -    (22,677)   -    (22,677)
Balance as of September 30, 2023   1,784,178   $1,784    161,809,738   $161,810   $2,217,929    59,373    (2,479,614)   (134,718)

 

See accompanying notes to the condensed consolidated financial statements.

 

5
 

 

SINO GREEN LAND CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024, AND 2023

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

(Unaudited)

 

   2024   2023 
   Three months ended September 30, 
   2024   2023 
         
Cash flows from operating activities          
Net loss  $(333,331)  $(386,859)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:          
Depreciation   100,531    72,530 
           
Changes in operating assets and liabilities          
Accounts receivable   (62,348)   (28,302)
Inventories   (67,758)   79,972 
Prepaid expenses and other current assets   5,537    (128,101)
Operating lease right of use asset   28,261    16,182 
Accounts payable   132,078    62,536 
Accrued liabilities and other payable   21,713    1,598 
Contract liabilities   (22,379)   - 
Operating lease obligations   (31,245)   (18,571)
Net cash used in operating activities   (228,941)   (329,015)
           
Cash flows from investing activities          
Acquisition of property and equipment   -    (41,671)
Proceeds from disposal of property, plant and equipment   9,105    - 
Net cash provided by investing activities   9,105    (41,671)
           
Cash flows from financing activities          
Advances from related parties, net   453,713    453,819 
Payments on finance lease obligations   (5,261)   (18,587)
Principal payments of notes payable, secured   (36,302)   (8,929)
Proceeds from notes payable, unsecured   -    (16,312)
Short-term borrowing   39,050    (164)
Net cash provided by financing activities   451,200    409,827 
           
Effect of exchange rate changes on cash and cash equivalents   (220,623)   14,437 
Net changes in cash and cash equivalents   10,741    53,578 
Cash and cash equivalents-beginning of the period   28,858    125,134 
           
Cash and cash equivalents-end of the period  $39,599   $178,712 
           
Supplementary cash flow information:          
Interest paid  $(31,354)  $(11,458)
Income taxes paid  $-   $- 
           
Non-cash investing and financing activities:          
Acquisition of two vehicles with note payable, secured   -    (96,177)
Liabilities assumed in connection with purchase of vehicles   -    77,590 

 

See accompanying notes to the condensed consolidated financial statements.

 

6
 

 

SINO GREEN LAND CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024, AND 2023

(Unaudited)

 

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization

 

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

 

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

 

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

 

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

 

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

 

As SGLA and SGL were under common control at the time of the share exchange, the transaction is accounted for as a combination of entities under common control in a manner similar to the pooling-of-interests method of accounting. In pooling-of-interests accounting, the financial statements of the previously separate companies for periods before the combination are recast on a combined basis for all prior periods that the entities are under common control. The accompanying combined financial statements for all periods presented are referred to as the “consolidated” financial statements. Accordingly, the Company’s consolidated financial statements as of September 30, 2024 and June 30, 2023, and for the three-month ended September 30, 2024 and 2023, include SGLA’s, SGL’s, and Tian Li’s historical assets, liabilities, and results of operations, including the issuance of 160,349,203 shares of common stock of SGLA and 1,781,658 shares of preferred stock of SGLA on October 1, 2023, as if the combination and issuance of shares occurred at the beginning of the earliest period presented.

 

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

 

Going concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the three months ended September 30, 2024, the Company   incurred a net loss of $333,331, and used cash in operating activities of $228,941. The Company had an accumulated deficit at September 30, 2024 of $3,224,890, and net current liabilities of $3,182,084. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, our independent registered public accounting firm, in its audit report to the financial statements included in the Company’s Transition Report on Form 10-KT for the three months transition period ended June 30, 2024, expressed substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

7
 

 

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

 

Basis of presentation

 

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

 

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

 

Use of estimates

 

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

 

Revenue recognition

 

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

 

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

 

   2024   2023 
   Three months ended
September 30,
 
   2024   2023 
Sale of plastic recycle products  $457,247   $545,878 

 

8
 

 

Cash and cash equivalents

 

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

 

    September 30, 2024     June 30, 2024  
Cash, cash equivalents, and restricted cash                
Denominated in United States Dollars   $ 36,472     $ 2,396  
Denominated in Chinese Renminbi     2,516       1,001  
Denominated in Malaysian Ringgit     612       25,461  
Cash and cash equivalents   $ 39,599     $ 28,858  

 

Accounts Receivable

 

Accounts receivables are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as needed. The Company uses the allowance method to account for uncollectible trade receivable balances. Under the allowance method, if needed, an estimate of uncollectible customer balances is made based upon specific account balances that are considered uncollectible. Factors used to establish an allowance include the credit quality and payment history of the customer. The Company did not deem it necessary to provide an allowance for doubtful accounts as of September 30, 2024 and June 30, 2024.

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. The Company records adjustments to its inventory based on an estimated forecast of the inventory demand, taking into consideration, among others, inventory turnover, inventory quantities on hand, unfilled customer order quantities, forecasted demand, current prices, competitive pricing, and trends and performance of similar products. If the estimated net realizable value is determined to be less than the recorded cost of the inventory, the difference is recognized as a loss in the period in which it occurs. Once inventory has been written down, it creates a new cost basis for inventory that may not be subsequently written up.

 

Property, plant and equipment, net

 

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

 

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

 

9
 

 

Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the three and nine months ended September 30, 2024 and 2023, the Company determined there were no indicators of impairment of its property and equipment.

 

Leases

 

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

 

Income taxes

 

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

 

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

 

Foreign currency translation

 

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

 

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

 

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

 

   As of
September 30, 2024
   As of
June 30, 2024
 
Spot USD: MYR exchange rate  $4.1250   $4.7172 
Average USD: MYR exchange rate  $4.3947   $4.6941 

 

10
 

 

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

 

Net loss per share

 

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed like basic net loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. As of September 30, 2024, the Company had convertible notes payable that were convertible into 937,500 shares of common stock. For the periods ended September 30, 2024 and 2023, the calculations of basic and diluted loss per share are the same because these potential dilutive securities would have had an anti-dilutive effect.

 

Fair value measurements

 

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

 

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

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

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

 

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

 

Segment Information

 

Under ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company’s operation segment consists of one component, and the Company’s Chief Executive Officer, who is also the CODM, makes decisions and manages the Company’s operations as a single operating segment.

 

Recent accounting pronouncements

 

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

 

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

 

2. PREPAYMENTS AND OTHER CURRENT ASSETS

 

Prepayments and other current assets consisted of the following as of September 30, 2024 and June 30, 2024:

 

   September 30, 2024   June 30, 2024 
         
Prepaid expenses  $3,314   $12,188 
Purchase deposit   6,061    - 
Rental and other deposits   23,290    26,145 
Prepaid rent   26,592    26,461 
Prepaid expenses  $59,257   $64,794 

 

11
 

 

3. INVENTORIES

 

Inventories primarily consisted of the following PET (polyethylene terephthalate) materials as of September 30, 2024 and June 30, 2024:

 

   September 30, 2024   June 30, 2024 
         
PET flakes  $-   $5,821 
PET pellets   90,304    85,077 
PET strap belt   113,194    42,183 
Other PET materials   498,416    527,882 
In Transit Materials   30,244    3,437 
Inventories  $732,158   $664,400 

 

4. PROPERTY, PLANT AND EQUIPMENT, NET  

 

Property and equipment consisted of the following as of September 30, 2024 and June 30, 2024:

 

   September 30, 2024   June 30, 2024 
         
Factory building  $3,630,370   $3,174,635 
Factory equipment   1,549,880    1,363,279 
Computer and Software   3,953    3,457 
Office equipment   12,468    10,903 
Leasehold improvement   246,765    215,787 
Motor vehicle   19,297    16,875 
Total cost   5,462,733    4,784,936 
Accumulated depreciation   (984,732)   (771,730)
Net book value  $4,478,001   $4,013,206 

 

Depreciation and amortization expense was $984,732 for the three months ended September 30, 2024.

 

As of September 30, 2024, the factory buildings related to costs of No. 3 factory building (purchased in March 2023) and No. 5 factory building. In January 2024, the Company acquired a factory building (“Factory No. 5”) from an unrelated third-party that it had formerly leased, for MYR 8,075,275.40 (approximately US$1,696,467), and funded by a bank loan payable (see Note 7).

 

5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accrued liabilities consisted of the following as of September 30, 2024 and June 30, 2024:

 

    September 30, 2024     June 30, 2024  
             
Accounts payable   $ 239,544     $ 107,466  
Accrued liabilities     79,748       91,182  
Other payables     98,082       64,935  
Accounts payable and accrued expense   $ 417,374     $ 263,583  

 

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

 

12
 

 

The balance of other payables included a balance payable to the seller of factory building No. 5.

 

6. CONVERTIBLE NOTE PAYABLE

 

Convertible note consisted of the following as of September 30, 2024 and June 30, 2024:

 

   September 30, 2024   June 30, 2023 
         
Convertible note  $750,000   $750,000 

 

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

 

7. NOTES PAYABLE, SECURED

 

In October 2022, the Company obtained a credit facility with OCBC Bank in Malaysia to provide a loan in the principal amount of 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 acquisition and loan drawdown was completed in March 2023. The loan bears interest at the base lending rate, as defined, minus 2.2% (4.06% at SEPTEMBER 30, 2024), is secured by the No. 3 factory building, matures in October 2042, and is guaranteed by certain of the Company’s shareholders.

 

In June 2023, the credit agreement with OCBC Bank was amended to provide a second loan to the Company in the principal amount of MYR4,600,000 (approximately US$1,000,000) in relation to the Company’s purchase of a factory (No. 5 factory building, see Note 4). The acquisition and loan drawdown was completed in February 2024. The loan bears interest at the base lending rate, as defined, minus 2.5% (4.06% at SEPTEMBER 30, 2024), is secured by the No. 5 factory building, matures in December 2043, and is guaranteed by certain of the Company’s shareholders.

 

The total interest expenses were $31,354 for the three months ended September 30, 2024.

 

Future Minimum principal payments under the bank loans payable, secured are as follow:

 

      
2025  $79,359 
2026   82,714 
2027   86,211 
2028   89,856 
2029 onward   1,935,900 
Total   2,274,040 
Current balance   (79,359)
Non-current balance  $2,194,681 

 

13
 

 

8. RELATED PARTY TRANSACTIONS

 

As of September 30, 2024 and June 30, 2024, the amount due from (due to) related parties consisted of:

 

   September 30, 2024   June 30, 2024 
         
Due from Invent Fortune Sdn. Bhd. (4)  $-   $1,001,561 
Payable to Luo Xiong and Wo Kuk Ching (1)   (1,198,670)   (954,566)
Payable to Empower International Trading (2)   (516,749)   (1,413,058)
Payable to TLC Global International Trading (3)   (831,304)   (726,947)
Total due to related parties, net  $(2,546,723)  $(2,093,010)

 

The amounts due from and payable to related parties are unsecured, non-interest bearing, and payable on demand. The Company has the right to offset amounts with related parties controlled by the same common control group.

 

  (1) Luo Xiong and spouse Wo Kuk Ching and their immediate family members own 90% of the Company’s common stock.
  (2) Entity controlled 100% by Luo Xiong
  (3) Entity controlled 100% by Wong Ching Wing, daughter of Luo Xiong and Wo Kuk Ching
  (4) Entity controlled 83% by Luo Xiong and spouse Wo Kuk Ching.

 

9. LEASES

 

As of September 30, 2024, the Company has two finance leases for motor vehicles.

 

  

As of

September 30, 2024

  

As of

June 30, 2024

 
         
Right-of-use assets-operating lease  $-   $- 
Right-of-use assets-finance leases   77,199    73,461 
Total right-of-use assets  $77,199   $73,461 
           
Operating lease liabilities – current  $-   $- 
Operating lease liabilities – non-current   -    - 
Finance lease liabilities – current   21,971    18,866 
Finance lease liabilities – non-current   42,014    41,686 
Total lease liabilities  $63,985    60,552 

 

The components of lease expense and supplemental cash flow information related to leases for the three months ended September 30, 2024 and 2023 are as follows:

 

Other information for the three months ended  September 30, 2024   September 30, 2023 
         
Cash paid for amounts included in the measurement of lease obligations          
Cash payments for operating lease  $-   $17,019 
Cash payments for finance lease   6,297    2,857 
Weighted average remaining lease term (in years)          
Operating leases   -    2.75 
Finance leases   3.27    3.27 
Weighted average discount rate          
Operating leases   7.31%   7.31%
Finance leases   8.77%   8.77%

 

The undiscounted future minimum payments under the Company’s operating and finance lease liabilities and reconciliation to the operating and finance lease liabilities recognized on the consolidated balance sheet as of September 30, 2024 are as follows:

 

   Operating lease   Finance lease 
         
Year ending          
2025  $         -   $25,190 
2026   -    22,884 
2027   -    11,357 
Thereafter   -    10,411 
Total lease payment   -    69,843 
Less: Imputed interest   -    (5,858)
Total lease obligations  $-    63,985 
Current   -    (21,971)
Long term  $-   $42,014 

 

14
 

 

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

 

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

 

Overview

 

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

 

Results of Operations

 

Revenues and Cost of Revenues

 

Net revenues were $457,247 for the three months ended September 30, 2024, reflecting a decrease of $88,631, or 16%, from $545,878 for the three months ended September 30, 2023. The decrease in net revenues was mainly due to a decrease in sales of plastic recycle products from the third parties.

 

Cost of revenues was $657,728 for the three months ended September 30, 2024, reflecting a decrease of $85,784, or 12%, from $743,512 for the three months ended September 30, 2023. The decrease in cost of revenue was due to the unit cost is lower in line with our revenue decrease.

 

Gross Loss

 

Gross loss was $200,481 for the three months ended September 30, 2024 and gross loss was $197,634, for the three months ended September 30, 2023, reflecting a slight increase of $2,847 or 1%. The increase in gross loss was mainly due to the decrease in the net revenues.

 

General and Administrative Expenses

 

General and administrative expenses were $106,963 for the three months ended September 30, 2024, reflecting a decrease of $71,169, or 40%, from $178,132 for the three months ended September 30, 2023. The general and administrative expenses was reduced significantly due to the decrease of auditor fee and the penalties.

 

15
 

 

Net Loss

 

Net loss totaled $333,331 for the three months ended September 30, 2024, a decrease of $53,528 of 14%, as compared to the net loss of $386,859 for the three months ended September 30, 2023. The decrease was primarily due to the decrease of cost of revenue and operating expense.

 

Liquidity and Capital Resources

 

Going concern.

 

For the three months ended September 30, 2024, Sino Green Land Corporation had an accumulated deficit of $3,224,890, incurred a net loss of $333,331 and cash used in operating activities of $228,941. These factors raise substantial doubt about the Sino Green Land Corporation’s ability to continue as a going concern within one year after the date the financial statements are issued. In addition, Sino Green Land Corporation’s independent registered public accounting firm, in their report on Sino Green Land Corporation’s June 30, 2024, audited financial statements, raised substantial doubt about the Sino Green Land Corporation’s ability to continue as a going concern. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

 

Working Capital

 

   September 30, 2024   June 30, 2024   Change 
Total current assets  $970,100   $834,790   $135,310 
Total current liabilities   (4,152,184)   (3,514,227)   (637,957)
Working capital deficit  $(3,182,084)  $(2,679,437)  $(502,647)

 

As of September 30, 2024, we had total current assets of $970,100 consisting of cash on hand of $39,599, accounts receivables of $139,086, inventory of $732,158, and prepaid expenses and other current assets of $59,257, compared to total current assets of $834,790 as of June 30, 2024. The increase was mainly due to the increase in cash, inventory and account receivable. We had current liabilities of $4,152,184 consisting of accounts payable of $239,544, accrued expenses and other payable of $177,830, contract liabilities of $45,669, convertible note payable of $750,000, current portion of notes payable-secured of $79,359, short-tern borrowing of $291,088, amount due to related parties of $2,546,723 and financing lease obligation of $21,971, compared to total current liabilities of $3,514,227 as of June 30, 2024.

 

The Company’s net loss was $333,331 and $386,859 for the three months ended September 30, 2024 and 2023, respectively.

 

16
 

 

Cash Flows

 

  

Three months Ended

September 30,

     
   2024   2023   Change 
Cash flows used in operating activities  $(228,941)  $(329,015)  $100,074 
Cash flows provided by (used in) investing activities   9,105    (41,671)   50,776 
Cash flows provided by financing activities   451,200    409,827    41,373 
Effect of exchange rate changes on cash and cash equivalents   (220,623)   14,437    (235,060)
Net changes in cash and cash equivalents  $10,741   $53,578   $(42,837)

 

Cash Flow from Operating Activities

 

Cash flow used in operating activities for the three months ended September 30, 2024 was $228,941 as compared to the amount of $329,015 used in operating activities for the three months ended September 30, 2023, reflecting a decrement of $100,074. The decrease in net cash used in operating activities was mainly due to the fact that the increase from the account payable, accrued assets and other payables and prepayment impact on cash flows.

 

Cash Flow from Investing Activities

 

Cash flow provided by investing activities was $9,105 for the three months ended September 30, 2024 and used in investing activities was $41,671 for the three months ended September 30, 2023. The increase in net cash flow provided by investing activities was mainly due to no acquisition of PPE, and sales of factory equipment.

 

Cash Flow from Financing Activities

 

Cash flow provided by financing activities was $451,200 for the three months ended September 30, 2024 and $409,827 for the three months ended September 30, 2023, respectively. The decrease in net cash provided by financing activities was mainly due to the decrease in loan proceeds.

 

Critical Accounting Policies and Estimates

 

Use of Estimates

 

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

 

Off-Balance Sheet Arrangements

 

As of September 30, 2024, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

 

17
 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

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

 

ITEM 4. CONTROLS AND PROCEDURES.

 

DISCLOSURE CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures:

 

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2024. This evaluation was carried out by Wo Kuk Ching (“Ms. Wo”), our Chief Executive Officer and Wong Ching Wing (“Elise”), our Chief Financial Officer, who also serve as our principal executive officer and principal financial and accounting officer, respectively. Based upon that evaluation, Ms. Wo and Elise concluded that, as of SEPTEMBER 30, 2024, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

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

 

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

 

Changes in Internal Control over Financial Reporting:

 

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

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

 

Item 1A. Risk Factors.

 

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

 

18
 

 

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

 

None

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None

 

ITEM 6. Exhibits

 

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

 

* Filed herewith.

 

19
 

 

SIGNATURES

 

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

 

  SINO GREEN LAND CORPORATION
  (Name of Registrant)
     
Date: November 14, 2024    
  By: /s/ Teresa Wo Kuk Ching
  Title: Chief Executive Officer

 

20

 

 

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 September 30, 2024;

 

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: November 14, 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 September 30, 2024;

 

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: November 14, 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 September 30, 2024, 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: November 14, 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 September 30, 2024, 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: November 14, 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.

 

 

 

v3.24.3
Cover - $ / shares
3 Months Ended
Sep. 30, 2024
Nov. 14, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2025  
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
Entity Listing, Par Value Per Share $ 0.001  
v3.24.3
Condensed Consolidated Balance Sheets - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Current assets    
Cash and cash equivalents $ 39,599 $ 28,858
Accounts receivable 139,086 76,738
Inventories 732,158 664,400
Prepaid expenses and other current assets 59,257 64,794
Total current assets 970,100 834,790
Non-current assets    
Property, plant and equipment, net 4,478,001 4,013,206
Finance lease right-of-use assets 77,199 73,461
Total Assets 5,525,300 4,921,457
Current liabilities    
Accounts payable 239,544 107,466
Accrued liabilities and other payable 177,830 156,117
Contract liabilities 45,669 68,048
Convertible note payable 750,000 750,000
Bank loan payable - current 79,359 68,682
Short-term borrowing 291,088 252,038
Financing lease obligations – current 21,971 18,866
Total current liabilities 4,152,184 3,514,227
Non-current liabilities    
Bank loan payable – non-current 2,194,681 1,925,688
Financing Lease liabilities – non-current 42,014 41,686
Total liabilities 6,388,879 5,481,601
Stockholders’ deficit    
Preferred Stock, $0.001 par value; 20,000,000 shares authorized; 1,784,178 shares issued and outstanding at September 30, 2024 and June 30, 2024, respectively 1,784 1,784
Common Stock, $0.001 par value; 780,000,000 shares authorized; 161,809,738 shares issued and outstanding at September 30, 2024 and June 30, 2024, respectively 161,810 161,810
Additional paid-in-capital 2,121,929 2,121,929
Accumulated other comprehensive income 75,788 45,892
Accumulated deficit (3,224,890) (2,891,559)
Total stockholders’ deficit (863,579) (560,144)
Total Liabilities and Stockholders’ Deficit 5,525,300 4,921,457
Related Party [Member]    
Current liabilities    
Amount due to the related parties $ 2,546,723 $ 2,093,010
v3.24.3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2024
Jun. 30, 2024
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
v3.24.3
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]    
Net revenues $ 457,247 $ 545,878
Cost of revenues (657,728) (743,512)
Gross loss (200,481) (197,634)
Operating expenses:    
General and administrative expenses (106,963) (178,132)
Operating loss (307,444) (375,766)
Other income (expense):    
Gain on disposal of assets 4,204
Interest income 11 365
Interest expense (31,354) (11,458)
Sundry income 1,252
Other (expense), net (25,887) (11,093)
Net loss (333,331) (386,859)
Other comprehensive income:    
Foreign currency translation income 29,896 22,677
Total comprehensive loss $ (303,435) $ (364,182)
Loss per share    
Basic loss per share $ (0.00) $ (0.00)
Diluted loss per share $ (0.00) $ (0.00)
Basic weighted average shares outstanding 161,809,738 161,809,738
Diluted weighted average shares outstanding 161,809,738 161,809,738
v3.24.3
Condensed Consolidated Statements of Stockholders' Equity (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, 2023 $ 1,784 $ 161,810 $ 2,217,929 $ 82,050 $ (2,092,755) $ 274,818
Balance, shares at Jun. 30, 2023 1,784,178 161,809,738        
Net loss (386,859) (386,859)
Foreign currency translation adjustment (22,677) (22,677)
Balance at Sep. 30, 2023 $ 1,784 $ 161,810 2,217,929 59,373 (2,479,614) (134,718)
Balance, shares at Sep. 30, 2023 1,784,178 161,809,738        
Balance at Jun. 30, 2024 $ 1,784 $ 161,810 2,121,929 45,892 (2,891,559) (560,144)
Balance, shares at Jun. 30, 2024 1,784,178 161,809,738        
Net loss (333,331) (333,331)
Foreign currency translation adjustment 29,896 29,896
Balance at Sep. 30, 2024 $ 1,784 $ 161,810 $ 2,121,929 $ 75,788 $ (3,224,890) $ (863,579)
Balance, shares at Sep. 30, 2024 1,784,178 161,809,738        
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities    
Net loss $ (333,331) $ (386,859)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:    
Depreciation 100,531 72,530
Changes in operating assets and liabilities    
Accounts receivable (62,348) (28,302)
Inventories (67,758) 79,972
Prepaid expenses and other current assets 5,537 (128,101)
Operating lease right of use asset 28,261 16,182
Accounts payable 132,078 62,536
Accrued liabilities and other payable 21,713 1,598
Contract liabilities (22,379)
Operating lease obligations (31,245) (18,571)
Net cash used in operating activities (228,941) (329,015)
Cash flows from investing activities    
Acquisition of property and equipment (41,671)
Proceeds from disposal of property, plant and equipment 9,105
Net cash provided by investing activities 9,105 (41,671)
Cash flows from financing activities    
Advances from related parties, net 453,713 453,819
Payments on finance lease obligations (5,261) (18,587)
Principal payments of notes payable, secured (36,302) (8,929)
Proceeds from notes payable, unsecured (16,312)
Short-term borrowing 39,050 (164)
Net cash provided by financing activities 451,200 409,827
Effect of exchange rate changes on cash and cash equivalents (220,623) 14,437
Net changes in cash and cash equivalents 10,741 53,578
Cash and cash equivalents-beginning of the period 28,858 125,134
Cash and cash equivalents-end of the period 39,599 178,712
Supplementary cash flow information:    
Interest paid (31,354) (11,458)
Income taxes paid
Non-cash investing and financing activities:    
Acquisition of two vehicles with note payable, secured (96,177)
Liabilities assumed in connection with purchase of vehicles $ 77,590
v3.24.3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [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 September 30, 2024 and June 30, 2023, and for the three-month ended September 30, 2024 and 2023, include SGLA’s, SGL’s, and Tian Li’s historical assets, liabilities, and results of operations, including the issuance of 160,349,203 shares of common stock of SGLA and 1,781,658 shares of preferred stock of SGLA on October 1, 2023, as if the combination and issuance of shares occurred at the beginning of the earliest period presented.

 

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

 

Going concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the three months ended September 30, 2024, the Company   incurred a net loss of $333,331, and used cash in operating activities of $228,941. The Company had an accumulated deficit at September 30, 2024 of $3,224,890, and net current liabilities of $3,182,084. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, our independent registered public accounting firm, in its audit report to the financial statements included in the Company’s Transition Report on Form 10-KT for the three months transition period ended June 30, 2024, expressed substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

 

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

 

Basis of presentation

 

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

 

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

 

Use of estimates

 

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

 

Revenue recognition

 

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

 

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

 

   2024   2023 
   Three months ended
September 30,
 
   2024   2023 
Sale of plastic recycle products  $457,247   $545,878 

 

 

Cash and cash equivalents

 

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

 

    September 30, 2024     June 30, 2024  
Cash, cash equivalents, and restricted cash                
Denominated in United States Dollars   $ 36,472     $ 2,396  
Denominated in Chinese Renminbi     2,516       1,001  
Denominated in Malaysian Ringgit     612       25,461  
Cash and cash equivalents   $ 39,599     $ 28,858  

 

Accounts Receivable

 

Accounts receivables are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as needed. The Company uses the allowance method to account for uncollectible trade receivable balances. Under the allowance method, if needed, an estimate of uncollectible customer balances is made based upon specific account balances that are considered uncollectible. Factors used to establish an allowance include the credit quality and payment history of the customer. The Company did not deem it necessary to provide an allowance for doubtful accounts as of September 30, 2024 and June 30, 2024.

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. The Company records adjustments to its inventory based on an estimated forecast of the inventory demand, taking into consideration, among others, inventory turnover, inventory quantities on hand, unfilled customer order quantities, forecasted demand, current prices, competitive pricing, and trends and performance of similar products. If the estimated net realizable value is determined to be less than the recorded cost of the inventory, the difference is recognized as a loss in the period in which it occurs. Once inventory has been written down, it creates a new cost basis for inventory that may not be subsequently written up.

 

Property, plant and equipment, net

 

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

 

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

 

 

Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the three and nine months ended September 30, 2024 and 2023, the Company determined there were no indicators of impairment of its property and equipment.

 

Leases

 

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

 

Income taxes

 

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

 

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

 

Foreign currency translation

 

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

 

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

 

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

 

   As of
September 30, 2024
   As of
June 30, 2024
 
Spot USD: MYR exchange rate  $4.1250   $4.7172 
Average USD: MYR exchange rate  $4.3947   $4.6941 

 

 

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

 

Net loss per share

 

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed like basic net loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. As of September 30, 2024, the Company had convertible notes payable that were convertible into 937,500 shares of common stock. For the periods ended September 30, 2024 and 2023, the calculations of basic and diluted loss per share are the same because these potential dilutive securities would have had an anti-dilutive effect.

 

Fair value measurements

 

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

 

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

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

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

 

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

 

Segment Information

 

Under ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company’s operation segment consists of one component, and the Company’s Chief Executive Officer, who is also the CODM, makes decisions and manages the Company’s operations as a single operating segment.

 

Recent accounting pronouncements

 

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

 

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

 

v3.24.3
PREPAYMENTS AND OTHER CURRENT ASSETS
3 Months Ended
Sep. 30, 2024
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 September 30, 2024 and June 30, 2024:

 

   September 30, 2024   June 30, 2024 
         
Prepaid expenses  $3,314   $12,188 
Purchase deposit   6,061    - 
Rental and other deposits   23,290    26,145 
Prepaid rent   26,592    26,461 
Prepaid expenses  $59,257   $64,794 

 

 

v3.24.3
INVENTORIES
3 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
INVENTORIES

3. INVENTORIES

 

Inventories primarily consisted of the following PET (polyethylene terephthalate) materials as of September 30, 2024 and June 30, 2024:

 

   September 30, 2024   June 30, 2024 
         
PET flakes  $-   $5,821 
PET pellets   90,304    85,077 
PET strap belt   113,194    42,183 
Other PET materials   498,416    527,882 
In Transit Materials   30,244    3,437 
Inventories  $732,158   $664,400 

 

v3.24.3
PROPERTY, PLANT AND EQUIPMENT, NET
3 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY, PLANT AND EQUIPMENT, NET

4. PROPERTY, PLANT AND EQUIPMENT, NET  

 

Property and equipment consisted of the following as of September 30, 2024 and June 30, 2024:

 

   September 30, 2024   June 30, 2024 
         
Factory building  $3,630,370   $3,174,635 
Factory equipment   1,549,880    1,363,279 
Computer and Software   3,953    3,457 
Office equipment   12,468    10,903 
Leasehold improvement   246,765    215,787 
Motor vehicle   19,297    16,875 
Total cost   5,462,733    4,784,936 
Accumulated depreciation   (984,732)   (771,730)
Net book value  $4,478,001   $4,013,206 

 

Depreciation and amortization expense was $984,732 for the three months ended September 30, 2024.

 

As of September 30, 2024, the factory buildings related to costs of No. 3 factory building (purchased in March 2023) and No. 5 factory building. In January 2024, the Company acquired a factory building (“Factory No. 5”) from an unrelated third-party that it had formerly leased, for MYR 8,075,275.40 (approximately US$1,696,467), and funded by a bank loan payable (see Note 7).

 

v3.24.3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
3 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accrued liabilities consisted of the following as of September 30, 2024 and June 30, 2024:

 

    September 30, 2024     June 30, 2024  
             
Accounts payable   $ 239,544     $ 107,466  
Accrued liabilities     79,748       91,182  
Other payables     98,082       64,935  
Accounts payable and accrued expense   $ 417,374     $ 263,583  

 

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

 

 

The balance of other payables included a balance payable to the seller of factory building No. 5.

 

v3.24.3
CONVERTIBLE NOTE PAYABLE
3 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
CONVERTIBLE NOTE PAYABLE

6. CONVERTIBLE NOTE PAYABLE

 

Convertible note consisted of the following as of September 30, 2024 and June 30, 2024:

 

   September 30, 2024   June 30, 2023 
         
Convertible note  $750,000   $750,000 

 

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

 

v3.24.3
NOTES PAYABLE, SECURED
3 Months Ended
Sep. 30, 2024
Notes Payable Secured  
NOTES PAYABLE, SECURED

7. NOTES PAYABLE, SECURED

 

In October 2022, the Company obtained a credit facility with OCBC Bank in Malaysia to provide a loan in the principal amount of 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 acquisition and loan drawdown was completed in March 2023. The loan bears interest at the base lending rate, as defined, minus 2.2% (4.06% at SEPTEMBER 30, 2024), is secured by the No. 3 factory building, matures in October 2042, and is guaranteed by certain of the Company’s shareholders.

 

In June 2023, the credit agreement with OCBC Bank was amended to provide a second loan to the Company in the principal amount of MYR4,600,000 (approximately US$1,000,000) in relation to the Company’s purchase of a factory (No. 5 factory building, see Note 4). The acquisition and loan drawdown was completed in February 2024. The loan bears interest at the base lending rate, as defined, minus 2.5% (4.06% at SEPTEMBER 30, 2024), is secured by the No. 5 factory building, matures in December 2043, and is guaranteed by certain of the Company’s shareholders.

 

The total interest expenses were $31,354 for the three months ended September 30, 2024.

 

Future Minimum principal payments under the bank loans payable, secured are as follow:

 

      
2025  $79,359 
2026   82,714 
2027   86,211 
2028   89,856 
2029 onward   1,935,900 
Total   2,274,040 
Current balance   (79,359)
Non-current balance  $2,194,681 

 

 

v3.24.3
RELATED PARTY TRANSACTIONS
3 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

8. RELATED PARTY TRANSACTIONS

 

As of September 30, 2024 and June 30, 2024, the amount due from (due to) related parties consisted of:

 

   September 30, 2024   June 30, 2024 
         
Due from Invent Fortune Sdn. Bhd. (4)  $-   $1,001,561 
Payable to Luo Xiong and Wo Kuk Ching (1)   (1,198,670)   (954,566)
Payable to Empower International Trading (2)   (516,749)   (1,413,058)
Payable to TLC Global International Trading (3)   (831,304)   (726,947)
Total due to related parties, net  $(2,546,723)  $(2,093,010)

 

The amounts due from and payable to related parties are unsecured, non-interest bearing, and payable on demand. The Company has the right to offset amounts with related parties controlled by the same common control group.

 

  (1) Luo Xiong and spouse Wo Kuk Ching and their immediate family members own 90% of the Company’s common stock.
  (2) Entity controlled 100% by Luo Xiong
  (3) Entity controlled 100% by Wong Ching Wing, daughter of Luo Xiong and Wo Kuk Ching
  (4) Entity controlled 83% by Luo Xiong and spouse Wo Kuk Ching.

 

v3.24.3
LEASES
3 Months Ended
Sep. 30, 2024
Leases  
LEASES

9. LEASES

 

As of September 30, 2024, the Company has two finance leases for motor vehicles.

 

  

As of

September 30, 2024

  

As of

June 30, 2024

 
         
Right-of-use assets-operating lease  $-   $- 
Right-of-use assets-finance leases   77,199    73,461 
Total right-of-use assets  $77,199   $73,461 
           
Operating lease liabilities – current  $-   $- 
Operating lease liabilities – non-current   -    - 
Finance lease liabilities – current   21,971    18,866 
Finance lease liabilities – non-current   42,014    41,686 
Total lease liabilities  $63,985    60,552 

 

The components of lease expense and supplemental cash flow information related to leases for the three months ended September 30, 2024 and 2023 are as follows:

 

Other information for the three months ended  September 30, 2024   September 30, 2023 
         
Cash paid for amounts included in the measurement of lease obligations          
Cash payments for operating lease  $-   $17,019 
Cash payments for finance lease   6,297    2,857 
Weighted average remaining lease term (in years)          
Operating leases   -    2.75 
Finance leases   3.27    3.27 
Weighted average discount rate          
Operating leases   7.31%   7.31%
Finance leases   8.77%   8.77%

 

The undiscounted future minimum payments under the Company’s operating and finance lease liabilities and reconciliation to the operating and finance lease liabilities recognized on the consolidated balance sheet as of September 30, 2024 are as follows:

 

   Operating lease   Finance lease 
         
Year ending          
2025  $         -   $25,190 
2026   -    22,884 
2027   -    11,357 
Thereafter   -    10,411 
Total lease payment   -    69,843 
Less: Imputed interest   -    (5,858)
Total lease obligations  $-    63,985 
Current   -    (21,971)
Long term  $-   $42,014 

 

v3.24.3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Going concern

Going concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the three months ended September 30, 2024, the Company   incurred a net loss of $333,331, and used cash in operating activities of $228,941. The Company had an accumulated deficit at September 30, 2024 of $3,224,890, and net current liabilities of $3,182,084. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, our independent registered public accounting firm, in its audit report to the financial statements included in the Company’s Transition Report on Form 10-KT for the three months transition period ended June 30, 2024, expressed substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

 

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

Basis of presentation

 

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

 

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

 

Use of estimates

Use of estimates

 

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

 

Revenue recognition

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.

 

   2024   2023 
   Three months ended
September 30,
 
   2024   2023 
Sale of plastic recycle products  $457,247   $545,878 

 

 

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.

 

    September 30, 2024     June 30, 2024  
Cash, cash equivalents, and restricted cash                
Denominated in United States Dollars   $ 36,472     $ 2,396  
Denominated in Chinese Renminbi     2,516       1,001  
Denominated in Malaysian Ringgit     612       25,461  
Cash and cash equivalents   $ 39,599     $ 28,858  

 

Accounts Receivable

Accounts Receivable

 

Accounts receivables are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as needed. The Company uses the allowance method to account for uncollectible trade receivable balances. Under the allowance method, if needed, an estimate of uncollectible customer balances is made based upon specific account balances that are considered uncollectible. Factors used to establish an allowance include the credit quality and payment history of the customer. The Company did not deem it necessary to provide an allowance for doubtful accounts as of September 30, 2024 and June 30, 2024.

 

Inventories

Inventories

 

Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. The Company records adjustments to its inventory based on an estimated forecast of the inventory demand, taking into consideration, among others, inventory turnover, inventory quantities on hand, unfilled customer order quantities, forecasted demand, current prices, competitive pricing, and trends and performance of similar products. If the estimated net realizable value is determined to be less than the recorded cost of the inventory, the difference is recognized as a loss in the period in which it occurs. Once inventory has been written down, it creates a new cost basis for inventory that may not be subsequently written up.

 

Property, plant and equipment, net

Property, plant and equipment, net

 

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

 

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

 

 

Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the three and nine months ended September 30, 2024 and 2023, the Company determined there were no indicators of impairment of its property and equipment.

 

Leases

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:

 

   As of
September 30, 2024
   As of
June 30, 2024
 
Spot USD: MYR exchange rate  $4.1250   $4.7172 
Average USD: MYR exchange rate  $4.3947   $4.6941 

 

 

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

 

Net loss per share

Net loss per share

 

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed like basic net loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. As of September 30, 2024, the Company had convertible notes payable that were convertible into 937,500 shares of common stock. For the periods ended September 30, 2024 and 2023, the calculations of basic and diluted loss per share are the same because these potential dilutive securities would have had an anti-dilutive effect.

 

Fair value measurements

Fair value measurements

 

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

 

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

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

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

 

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

 

Segment Information

Segment Information

 

Under ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company’s operation segment consists of one component, and the Company’s Chief Executive Officer, who is also the CODM, makes decisions and manages the Company’s operations as a single operating segment.

 

Recent accounting pronouncements

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.

v3.24.3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
3 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
SCHEDULE OF REVENUE RECOGNITION

 

   2024   2023 
   Three months ended
September 30,
 
   2024   2023 
Sale of plastic recycle products  $457,247   $545,878 
SCHEDULE OF CASH AND CASH EQUIVALENT

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

 

    September 30, 2024     June 30, 2024  
Cash, cash equivalents, and restricted cash                
Denominated in United States Dollars   $ 36,472     $ 2,396  
Denominated in Chinese Renminbi     2,516       1,001  
Denominated in Malaysian Ringgit     612       25,461  
Cash and cash equivalents   $ 39,599     $ 28,858  
SCHEDULE OF ESTIMATED USEFUL LIVES

 

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

 

   As of
September 30, 2024
   As of
June 30, 2024
 
Spot USD: MYR exchange rate  $4.1250   $4.7172 
Average USD: MYR exchange rate  $4.3947   $4.6941 
v3.24.3
PREPAYMENTS AND OTHER CURRENT ASSETS (Tables)
3 Months Ended
Sep. 30, 2024
Prepayments And Other Current Assets  
SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS

Prepayments and other current assets consisted of the following as of September 30, 2024 and June 30, 2024:

 

   September 30, 2024   June 30, 2024 
         
Prepaid expenses  $3,314   $12,188 
Purchase deposit   6,061    - 
Rental and other deposits   23,290    26,145 
Prepaid rent   26,592    26,461 
Prepaid expenses  $59,257   $64,794 
v3.24.3
INVENTORIES (Tables)
3 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
SCHEDULE OF INVENTORIES CONSISTS OF PET (POLYETHYLENE TEREPHTHALATE) MATERIALS

Inventories primarily consisted of the following PET (polyethylene terephthalate) materials as of September 30, 2024 and June 30, 2024:

 

   September 30, 2024   June 30, 2024 
         
PET flakes  $-   $5,821 
PET pellets   90,304    85,077 
PET strap belt   113,194    42,183 
Other PET materials   498,416    527,882 
In Transit Materials   30,244    3,437 
Inventories  $732,158   $664,400 
v3.24.3
PROPERTY, PLANT AND EQUIPMENT, NET (Tables)
3 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of September 30, 2024 and June 30, 2024:

 

   September 30, 2024   June 30, 2024 
         
Factory building  $3,630,370   $3,174,635 
Factory equipment   1,549,880    1,363,279 
Computer and Software   3,953    3,457 
Office equipment   12,468    10,903 
Leasehold improvement   246,765    215,787 
Motor vehicle   19,297    16,875 
Total cost   5,462,733    4,784,936 
Accumulated depreciation   (984,732)   (771,730)
Net book value  $4,478,001   $4,013,206 
v3.24.3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)
3 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
SCHEDULE OF ACCRUED LIABILITIES

Accrued liabilities consisted of the following as of September 30, 2024 and June 30, 2024:

 

    September 30, 2024     June 30, 2024  
             
Accounts payable   $ 239,544     $ 107,466  
Accrued liabilities     79,748       91,182  
Other payables     98,082       64,935  
Accounts payable and accrued expense   $ 417,374     $ 263,583  
v3.24.3
CONVERTIBLE NOTE PAYABLE (Tables)
3 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
SCHEDULE OF CONVERTIBLE NOTE

Convertible note consisted of the following as of September 30, 2024 and June 30, 2024:

 

   September 30, 2024   June 30, 2023 
         
Convertible note  $750,000   $750,000 
v3.24.3
NOTES PAYABLE, SECURED (Tables)
3 Months Ended
Sep. 30, 2024
Notes Payable Secured  
SCHEDULE OF FUTURE MINIMUM PRINCIPAL PAYMENTS UNDER BANK LOANS PAYABLE, SECURED

Future Minimum principal payments under the bank loans payable, secured are as follow:

 

      
2025  $79,359 
2026   82,714 
2027   86,211 
2028   89,856 
2029 onward   1,935,900 
Total   2,274,040 
Current balance   (79,359)
Non-current balance  $2,194,681 
v3.24.3
RELATED PARTY TRANSACTIONS (Tables)
3 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
SCHEDULE OF AMOUNT DUE FROM (DUE TO) RELATED PARTIES

As of September 30, 2024 and June 30, 2024, the amount due from (due to) related parties consisted of:

 

   September 30, 2024   June 30, 2024 
         
Due from Invent Fortune Sdn. Bhd. (4)  $-   $1,001,561 
Payable to Luo Xiong and Wo Kuk Ching (1)   (1,198,670)   (954,566)
Payable to Empower International Trading (2)   (516,749)   (1,413,058)
Payable to TLC Global International Trading (3)   (831,304)   (726,947)
Total due to related parties, net  $(2,546,723)  $(2,093,010)

 

The amounts due from and payable to related parties are unsecured, non-interest bearing, and payable on demand. The Company has the right to offset amounts with related parties controlled by the same common control group.

 

  (1) Luo Xiong and spouse Wo Kuk Ching and their immediate family members own 90% of the Company’s common stock.
  (2) Entity controlled 100% by Luo Xiong
  (3) Entity controlled 100% by Wong Ching Wing, daughter of Luo Xiong and Wo Kuk Ching
  (4) Entity controlled 83% by Luo Xiong and spouse Wo Kuk Ching.
v3.24.3
LEASES (Tables)
3 Months Ended
Sep. 30, 2024
Leases  
SCHEDULE OF RIGHT-OF-USE ASSETS AND LEASE LIABILITIES OF OPERATING AND FINANCE LEASE

As of September 30, 2024, the Company has two finance leases for motor vehicles.

 

  

As of

September 30, 2024

  

As of

June 30, 2024

 
         
Right-of-use assets-operating lease  $-   $- 
Right-of-use assets-finance leases   77,199    73,461 
Total right-of-use assets  $77,199   $73,461 
           
Operating lease liabilities – current  $-   $- 
Operating lease liabilities – non-current   -    - 
Finance lease liabilities – current   21,971    18,866 
Finance lease liabilities – non-current   42,014    41,686 
Total lease liabilities  $63,985    60,552 
SCHEDULE OF LEASE EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES

The components of lease expense and supplemental cash flow information related to leases for the three months ended September 30, 2024 and 2023 are as follows:

 

Other information for the three months ended  September 30, 2024   September 30, 2023 
         
Cash paid for amounts included in the measurement of lease obligations          
Cash payments for operating lease  $-   $17,019 
Cash payments for finance lease   6,297    2,857 
Weighted average remaining lease term (in years)          
Operating leases   -    2.75 
Finance leases   3.27    3.27 
Weighted average discount rate          
Operating leases   7.31%   7.31%
Finance leases   8.77%   8.77%
SCHEDULE OF FUTURE MINIMUM PAYMENTS

 

   Operating lease   Finance lease 
         
Year ending          
2025  $         -   $25,190 
2026   -    22,884 
2027   -    11,357 
Thereafter   -    10,411 
Total lease payment   -    69,843 
Less: Imputed interest   -    (5,858)
Total lease obligations  $-    63,985 
Current   -    (21,971)
Long term  $-   $42,014 
v3.24.3
SCHEDULE OF REVENUE RECOGNITION (Details) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Sale of plastic recycle products $ 457,247 $ 545,878
v3.24.3
SCHEDULE OF CASH AND CASH EQUIVALENT (Details) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Cash and cash equivalents $ 39,599 $ 28,858
United States of America, Dollars    
Cash and cash equivalents 36,472 2,396
China, Yuan Renminbi    
Cash and cash equivalents 2,516 1,001
Malaysia, Ringgits    
Cash and cash equivalents $ 612 $ 25,461
v3.24.3
SCHEDULE OF ESTIMATED USEFUL LIVES (Details)
Sep. 30, 2024
Factory Building [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment, Expected useful lives 20 years
Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment, Expected useful lives 7 years
Office Equipment [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment, Expected useful lives 3 years
Office Equipment [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment, Expected useful lives 10 years
Computer Equipment [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment, Expected useful lives 3 years
Computer Equipment [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment, Expected useful lives 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]  
Property plant and equipment, Expected useful lives 3 years
Vehicles [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment, Expected useful lives 10 years
v3.24.3
SCHEDULE OF FOREIGN EXCHANGE RATES (Details)
Sep. 30, 2024
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Spot USD: MYR exchange rate 4.1250 4.7172
Average USD: MYR exchange rate 4.3947 4.6941
v3.24.3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
3 Months Ended
Oct. 01, 2023
Jan. 09, 2023
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2024
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]          
Common stock, shares outstanding 161,809,738   161,809,738   161,809,738
Preferred stock, shares outstanding 1,784,178   1,784,178   1,784,178
Net loss     $ 333,331 $ 386,859  
Cash used in operating activities     228,941 $ 329,015  
Accumulated deficit     3,224,890   $ 2,891,559
Net current liabilities     $ 3,182,084    
Sino Green Land Corp [Member] | Luo Xiong and Wo Kuk Ching [Member]          
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]          
Ownership percent 89.78%   90.00% 65.70%  
Sunshine Green Land Corp., [Member] | Luo Xiong and Wo Kuk Ching [Member]          
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]          
Ownership percent       90.00%  
Common Stock [Member]          
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]          
Net loss      
Shares issuable upon conversion of convertible notes   937,500 937,500    
Preferred Stock [Member]          
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]          
Net loss      
Sunshine Green Land Corp., [Member] | Common Stock [Member]          
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]          
Shares issued in acquisition 160,349,203        
Sunshine Green Land Corp., [Member] | Preferred Stock [Member]          
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]          
Shares issued in acquisition 1,781,658        
v3.24.3
SCHEDULE OF PREPAYMENTS AND OTHER CURRENT ASSETS (Details) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Prepayments And Other Current Assets    
Prepaid expenses $ 3,314 $ 12,188
Purchase deposit 6,061
Rental and other deposits 23,290 26,145
Prepaid rent 26,592 26,461
Prepaid expenses $ 59,257 $ 64,794
v3.24.3
SCHEDULE OF INVENTORIES CONSISTS OF PET (POLYETHYLENE TEREPHTHALATE) MATERIALS (Details) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Inventory [Line Items]    
Inventories $ 732,158 $ 664,400
PET Flakes [Member]    
Inventory [Line Items]    
Inventories 5,821
PET Pellets [Member]    
Inventory [Line Items]    
Inventories 90,304 85,077
PET Strap Belt [Member]    
Inventory [Line Items]    
Inventories 113,194 42,183
Other PET Materials [Member]    
Inventory [Line Items]    
Inventories 498,416 527,882
In Transit Materials [Member]    
Inventory [Line Items]    
Inventories $ 30,244 $ 3,437
v3.24.3
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Property, Plant and Equipment [Line Items]    
Total cost $ 5,462,733 $ 4,784,936
Accumulated depreciation (984,732) (771,730)
Net book value 4,478,001 4,013,206
Factory Building [Member]    
Property, Plant and Equipment [Line Items]    
Total cost 3,630,370 3,174,635
Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total cost 1,549,880 1,363,279
Computer Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total cost 3,953 3,457
Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total cost 12,468 10,903
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Total cost 246,765 215,787
Vehicles [Member]    
Property, Plant and Equipment [Line Items]    
Total cost $ 19,297 $ 16,875
v3.24.3
PROPERTY, PLANT AND EQUIPMENT, NET (Details Narrative)
1 Months Ended 3 Months Ended
Jan. 31, 2024
USD ($)
Jan. 31, 2024
MYR (RM)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Property, Plant and Equipment [Line Items]        
Depreciation and amortization expense     $ 984,732  
Acquire property plant and equipment     $ 41,671
Factory Building [Member]        
Property, Plant and Equipment [Line Items]        
Acquire property plant and equipment $ 1,696,467 RM 807,527,540    
v3.24.3
SCHEDULE OF ACCRUED LIABILITIES (Details) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Payables and Accruals [Abstract]    
Accounts payable $ 239,544 $ 107,466
Accrued liabilities 79,748 91,182
Other payables 98,082 64,935
Accounts payable and accrued expense $ 417,374 $ 263,583
v3.24.3
SCHEDULE OF CONVERTIBLE NOTE (Details) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Jan. 09, 2023
Debt Disclosure [Abstract]      
Convertible note $ 750,000 $ 750,000 $ 750,000
v3.24.3
CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($)
3 Months Ended
Jan. 09, 2023
Sep. 30, 2024
Jun. 30, 2024
Convertible note payable $ 750,000 $ 750,000 $ 750,000
Interest rate 3.00%    
Maturity date Nov. 14, 2024    
Common Stock [Member]      
Shares issuable upon conversion of convertible notes 937,500 937,500  
Share price $ 0.80    
v3.24.3
SCHEDULE OF FUTURE MINIMUM PRINCIPAL PAYMENTS UNDER BANK LOANS PAYABLE, SECURED (Details) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Notes Payable Secured    
2025 $ 79,359  
2026 82,714  
2027 86,211  
2028 89,856  
2029 onward 1,935,900  
Total 2,274,040  
Current balance (79,359) $ (68,682)
Non-current balance $ 2,194,681 $ 1,925,688
v3.24.3
NOTES PAYABLE, SECURED (Details Narrative)
1 Months Ended 3 Months Ended
Jun. 30, 2023
USD ($)
Oct. 31, 2022
USD ($)
Sep. 30, 2024
USD ($)
Jun. 30, 2023
MYR (RM)
Oct. 31, 2022
MYR (RM)
Debt Instrument [Line Items]          
Interest expense     $ 31,354    
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 SEPTEMBER 30, 2024), is secured by the No. 3 factory building, matures in October 2042, and is guaranteed by certain of the Company’s shareholders.      
Second Loans Payable [Member] | OCBC Bank [Member] | Credit Agreement [Member]          
Debt Instrument [Line Items]          
Principal amount $ 1,000,000     RM 4,600,000  
Debt instrument, description The loan bears interest at the base lending rate, as defined, minus 2.5% (4.06% at SEPTEMBER 30, 2024), is secured by the No. 5 factory building, matures in December 2043, and is guaranteed by certain of the Company’s shareholders.        
v3.24.3
SCHEDULE OF AMOUNT DUE FROM (DUE TO) RELATED PARTIES (Details) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Invent Fortune Sdn. Bhd. [Member]    
Related Party Transaction [Line Items]    
Due from Invent Fortune Sdn. Bhd. [1] $ 1,001,561
Luo Xiong and Wo Kuk Ching [Member]    
Related Party Transaction [Line Items]    
Total due to related parties, net [2] (1,198,670) (954,566)
Empower International Trading [Member]    
Related Party Transaction [Line Items]    
Total due to related parties, net [3] (516,749) (1,413,058)
TLC Global International Trading [Member]    
Related Party Transaction [Line Items]    
Total due to related parties, net [4] (831,304) (726,947)
Related Party [Member]    
Related Party Transaction [Line Items]    
Total due to related parties, net $ (2,546,723) $ (2,093,010)
[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
v3.24.3
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) (Parenthetical)
Sep. 30, 2024
Oct. 01, 2023
Sep. 30, 2023
Sino Green Land Corp [Member] | Luo Xiong and Wo Kuk Ching [Member]      
Ownership percent 90.00% 89.78% 65.70%
Empower International Trading [Member] | Luo Xiong [Member]      
Ownership percent 100.00%    
TLC Global International Trading [Member] | Wong Ching Wing [Member]      
Ownership percent 100.00%    
Invent Fortune Sdn. Bhd. [Member] | Luo Xiong and Wo Kuk Ching [Member]      
Ownership percent 83.00%    
v3.24.3
SCHEDULE OF RIGHT-OF-USE ASSETS AND LEASE LIABILITIES OF OPERATING AND FINANCE LEASE (Details) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Leases    
Right-of-use assets-operating lease
Right-of-use assets-finance leases 77,199 73,461
Total right-of-use assets 77,199 73,461
Operating lease liabilities – current
Operating lease liabilities – non-current
Finance lease liabilities – current 21,971 18,866
Finance lease liabilities – non-current 42,014 41,686
Total lease liabilities $ 63,985 $ 60,552
v3.24.3
SCHEDULE OF LEASE EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES (Details) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Leases    
Cash payments for operating lease $ 17,019
Cash payments for finance lease $ 6,297 $ 2,857
Weighted average remaining lease term (in years), Operating leases   2 years 9 months
Weighted average remaining lease term (in years), Finance leases 3 years 3 months 7 days 3 years 3 months 7 days
Weighted average discount rate, Operating leases 7.31% 7.31%
Weighted average discount rate, Finance leases 8.77% 8.77%
v3.24.3
SCHEDULE OF FUTURE MINIMUM PAYMENTS (Details) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Operating lease    
2025  
2026  
2027  
Thereafter  
Total lease payment  
Less imputed interest  
Total lease obligations  
Current
Long term
Finance lease    
2025 25,190  
2026 22,884  
2027 11,357  
Thereafter 10,411  
Total lease payment 69,843  
Less imputed interest (5,858)  
Total lease obligations 63,985  
Current (21,971) (18,866)
Long term $ 42,014 $ 41,686

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