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Sino Green Land Corp. (SGLA) amended a prior current report to correct the equity consideration disclosed for acquiring Invent Fortune Sdn. Bhd. The stock purchase agreement now provides for an aggregate of 36,527,833.33 shares of SGLA common stock to be issued to Invent Fortune’s equity holders in exchange for all issued and outstanding Invent Fortune shares.
The consideration is structured in three tranches: 20% at closing, and 40% each after approximately three and six months or upon achieving specified milestones, with potential acceleration upon certain events such as a change of control or specified issues involving Kee Seng Yam. Closing is subject to customary conditions, including accuracy of representations, absence of a Material Adverse Effect, required consents, and any approvals under the HSR Act. The shares will be issued in a private placement intended to rely on Section 4(a)(2) and/or Rule 506 of Regulation D, with transfer restrictions and legend requirements.
Sino Green Land Corporation agreed to acquire majority and full ownership interests in two Malaysian companies using newly issued common stock. It signed a stock purchase agreement to acquire 60% of Xing Da Plastics Sdn. Bhd. in exchange for 4,800,000 shares, and a separate agreement to acquire 100% of Invent Fortune for 21,916,700 shares. In each deal, the consideration will be issued in three tranches (20%, then 40%, then 40%) based on time-based triggers three and six months after closing and specified milestones, with potential acceleration upon events such as a change of control or certain director changes. Both transactions are subject to customary representations, warranties, closing conditions and possible termination rights, including required consents and any approvals under the Hart-Scott-Rodino Antitrust Improvements Act. The share issuances are intended to rely on exemptions from registration under Section 4(a)(2) and Rule 506 of Regulation D for offerings to accredited investors.
Sino Green Land Corp. director and 10% owner Wo Kuk Ching reported two non-market restructuring transactions in the company’s common stock. A 500-for-1 reverse stock split on November 21, 2022 reduced his beneficial ownership from 380,000,000 shares to 760,000 shares. On October 1, 2023, under a Share Exchange Agreement with Sunshine Green Land Corp. SGL, he acquired 56,122,222 shares of common stock. After these adjustments, he beneficially owns 56,122,222 shares, with both events reported under transaction code J for “other acquisition or disposition,” not as open-market buys or sells.
Sino Green Land Corporation reported higher sales but continued losses in its quarter ended March 31, 2026, and reiterated substantial doubt about its ability to continue as a going concern. Net revenues reached $334,766 for the quarter and $1,060,984 for the nine months, driven by increased sales of recycled plastic products.
The company recorded a nine‑month net loss of $718,959, though this was 39% lower than the prior year as cost of revenues declined and volumes rose. At March 31, 2026, current liabilities of $4,912,454 far exceeded current assets of $721,616, resulting in a working capital deficit of $4,190,838 and stockholders’ deficit of $2,873,004. Management is pursuing debt and equity financing and has a support letter from its holding company, but there is no assurance these plans will succeed.
Sino Green Land Corporation reported higher sales but continued losses for the quarter and six months ended December 31, 2025. Net revenues rose to $278,161 for the quarter and $725,205 for the six months, up from $116,936 and $574,230 a year earlier, mainly from increased sales of third‑party plastic recycled products.
The company still generated a gross loss and recorded a six‑month net loss of $412,951, though this narrowed from $691,975 in the prior period as cost of revenues declined and volumes improved. Operating cash flow turned positive at $817,693, but cash remained modest at $172,985 as of December 31, 2025.
Financial pressure remains severe. Current liabilities of $5,689,934 far exceed current assets of $795,041, leaving a working capital deficit of $4,894,893 and a stockholders’ deficit of $2,870,017. The company discloses substantial doubt about its ability to continue as a going concern and relies heavily on related‑party funding and bank loans.
Internal controls over financial reporting were deemed not effective due to a lack of an independent board and audit committee, inadequate segregation of duties, and limited U.S. GAAP expertise. After quarter end, the company agreed to sell 283,500 common shares in a private placement, providing some additional equity capital.
Sino Green Land Corporation entered into a Subscription Agreement with individual investors for a private placement of 22,000 shares of common stock at $1.80 per share, raising gross proceeds of $39,600. The transaction closed on February 11, 2026 and no underwriters were involved.
The company relied on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S, noting that purchasers were accredited investors and/or non-U.S. persons. Sino Green Land plans to use the proceeds from this offering for operating capital.
Sino Green Land Corporation entered into a Subscription Agreement with individual investors for a private placement of its common stock. The company issued 68,000 shares of common stock at $1.20 per share, raising $81,600 in gross proceeds. The transaction closed on February 11, 2026 and the company plans to use the cash for operating capital.
The shares were sold without underwriters in a non-public offering relying on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S. Purchasers represented that they are accredited investors and/or not U.S. persons, supporting the company9s reliance on these private-offering exemptions.
Sino Green Land Corporation entered into a Subscription Agreement with individual investors for a private placement of 193,500 shares of common stock at $1.00 per share, generating aggregate gross proceeds of $193,500. The transaction closed on February 11, 2026.
The shares were sold without underwriters in a non-public offering relying on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S. Investors represented that they are accredited or non-U.S. persons. The company plans to use the proceeds for operating capital.
Sino Green Land Corporation filed an amended quarterly report for the period ended September 30, 2025, mainly to correct a cover-page checkbox about Interactive Data File posting. The underlying results show a small recycling business that remains highly leveraged and unprofitable, with serious liquidity concerns.
Net revenues were $445,628 for the quarter, roughly flat versus $457,247 a year earlier. Cost of revenues fell to $481,410, helped by reversing a prior $119,886 inventory write-down, shrinking the gross loss to $35,782 from $200,481. Net loss improved to $186,250, down from $333,331 in the prior-year quarter, but the company still consumed $64,744 of cash in operating activities.
The balance sheet is strained. Total assets were $4,641,669, while total liabilities reached $7,221,596, leaving a stockholders’ deficit of $2,579,927. Current liabilities of $5,132,858 far exceed current assets of $538,335, creating a working capital deficit of $4,594,523. Debt includes a $750,000 third-party loan and $2,149,323 of secured bank loans tied to factory buildings, alongside $3,424,476 due to related parties.
The company reports an accumulated deficit of $4,886,803 and its auditors and management highlight “substantial doubt” about its ability to continue as a going concern. Management is relying on cost cuts, potential financing and a support letter from its holding company. Disclosure controls and procedures are deemed ineffective due to material weaknesses, including lack of an independent board and audit committee, limited segregation of duties, and insufficient U.S. GAAP expertise.
Sino Green Land Corporation (SGLA) filed its quarterly report showing continued losses and tight liquidity. Net revenues were $445,628 for the three months ended September 30, 2025, roughly flat year over year, while a prior inventory write-down reversal helped narrow gross loss to $35,782 from $200,481.
Net loss improved to $186,250 from $333,331 on lower cost of revenues, but operating expenses rose modestly. Cash and cash equivalents were $48,185 as of September 30, 2025. Current assets were $538,335 against current liabilities of $5,132,858, resulting in a working capital deficit of $4,594,523. Total liabilities were $7,221,596 and stockholders’ deficit was $2,579,927.
Debt included a $750,000 loan from a third party and bank loans payable of $2,149,323. Amounts due to related parties were $3,424,476. Management disclosed substantial doubt about the company’s ability to continue as a going concern, and reported material weaknesses in internal control over financial reporting, including lack of an independent audit committee, inadequate segregation of duties, and insufficient U.S. GAAP expertise.